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Infobird Co., Ltd

Infobird Co., LtdIFBD決算レポート

Nasdaq · 情報技術 · サービス-オフィス用ソフトウェア

Infobird Co., Ltd. is a China-based technology firm specializing in AI-powered customer engagement and smart customer service solutions. It serves clients across e-commerce, finance, telecommunications, and internet service sectors, offering cloud-based SaaS tools, intelligent call center systems, and customized digital operation support to help enterprises boost service efficiency and customer satisfaction.

What changed in Infobird Co., Ltd's 20-F — 2024 vs 2025

Top changes in Infobird Co., Ltd's 2025 20-F

242 paragraphs added · 289 removed · 212 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

81 edited+4 added−51 removed588 unchanged
The Contractual Arrangements are not equivalent to equity ownership in the business of the VIE. Neither the investors in Infobird Cayman, the Cayman Islands holding company, nor Infobird Cayman itself have an equity ownership in, direct foreign investment in, or control of, through such ownership or investment, the VIE.
The Contractual Arrangements are not equivalent to equity ownership in the business of the VIE. Neither the investors in Infobird Cayman, the Cayman Islands holding company, nor Infobird Cayman itself have an equity ownership in, direct foreign investment in, or control of, through such ownership or investment, the VIE.
The Contractual Arrangements are not equivalent to equity ownership in the business of the VIE. Neither the investors in Infobird Cayman, the Cayman Islands holding company, nor Infobird Cayman itself have an equity ownership in, direct foreign investment in, or control of, through such ownership or investment, the VIE.
The Contractual Arrangements are not equivalent to equity ownership in the business of the VIE. Neither the investors in Infobird Cayman, the Cayman Islands holding company, nor Infobird Cayman itself have an equity ownership in, direct foreign investment in, or control of, through such ownership or investment, the VIE.
Our ordinary shares could decline in value or become worthless if such determinations, changes, or interpretations result in our inability to assert contractual control over the assets of our PRC subsidiaries and the VIE that conduct substantially all of our operations. 20 In addition, if any of our PRC entities or their ownership structure or the Contractual Arrangements are determined to be in violation of any existing or future PRC laws, rules or regulations, or any of our PRC entities fail to obtain or maintain any of the required governmental permits or approvals, the relevant PRC regulatory authorities would have broad discretion in dealing with such violations, including: ● revoking the business and operating licenses; ● discontinuing or restricting the operations; ● imposing conditions or requirements with which the PRC entities may not be able to comply; ● requiring us and our PRC entities to restructure the relevant ownership structure or operations, including termination of the Contractual Arrangements with the VIE and deregistering the equity pledge of the VIE, which in turn would affect our ability to consolidate, derive economic interests from, or exert effective control the VIE; ● restricting or prohibiting our use of the proceeds from our initial public offering to finance our business and operations in China, and taking other regulatory or enforcement actions that could be harmful to our business; or ● imposing fines or confiscating the income from our PRC subsidiaries or the VIE.
Our ordinary shares could decline in value or become worthless if such determinations, changes, or interpretations result in our inability to assert contractual control over the assets of our PRC subsidiaries and the VIE that conduct substantially all of our operations. 18 In addition, if any of our PRC entities or their ownership structure or the Contractual Arrangements are determined to be in violation of any existing or future PRC laws, rules or regulations, or any of our PRC entities fail to obtain or maintain any of the required governmental permits or approvals, the relevant PRC regulatory authorities would have broad discretion in dealing with such violations, including: ● revoking the business and operating licenses; ● discontinuing or restricting the operations; ● imposing conditions or requirements with which the PRC entities may not be able to comply; ● requiring us and our PRC entities to restructure the relevant ownership structure or operations, including termination of the Contractual Arrangements with the VIE and deregistering the equity pledge of the VIE, which in turn would affect our ability to consolidate, derive economic interests from, or exert effective control the VIE; ● restricting or prohibiting our use of the proceeds from our initial public offering to finance our business and operations in China, and taking other regulatory or enforcement actions that could be harmful to our business; or ● imposing fines or confiscating the income from our PRC subsidiaries or the VIE.
The degree of future protection for our proprietary rights is uncertain, and we cannot ensure that: ● any of our patents, or any of our pending patent applications, if issued, will include claims having a scope sufficient to protect our products; ● any of our pending patent applications will be issued as patents; ● we will be able to successfully commercialize our products on a substantial scale, if approved, before our relevant patents we may have expire; ● we were the first to make the inventions covered by each of our patents and pending patent applications; ● we were the first to file patent applications for these inventions; ● others will not develop similar or alternative technologies that do not infringe our patents; any of our patents will be found to ultimately be valid and enforceable; ● any patents issued to us will provide a basis for an exclusive market for our commercially viable products, will provide us with any competitive advantages or will not be challenged by third parties; ● we will develop additional proprietary technologies or products that are separately patentable; or ● our commercial activities or products will not infringe upon the patents of others. 15 We rely, in part, upon unpatented trade secrets, unpatented know-how and continuing technological innovation to develop and maintain our competitive position.
The degree of future protection for our proprietary rights is uncertain, and we cannot ensure that: ● any of our patents, or any of our pending patent applications, if issued, will include claims having a scope sufficient to protect our products; ● any of our pending patent applications will be issued as patents; ● we will be able to successfully commercialize our products on a substantial scale, if approved, before our relevant patents we may have expire; ● we were the first to make the inventions covered by each of our patents and pending patent applications; ● we were the first to file patent applications for these inventions; ● others will not develop similar or alternative technologies that do not infringe our patents; any of our patents will be found to ultimately be valid and enforceable; ● any patents issued to us will provide a basis for an exclusive market for our commercially viable products, will provide us with any competitive advantages or will not be challenged by third parties; ● we will develop additional proprietary technologies or products that are separately patentable; or ● our commercial activities or products will not infringe upon the patents of others. 13 We rely, in part, upon unpatented trade secrets, unpatented know-how and continuing technological innovation to develop and maintain our competitive position.
Any potential intellectual property litigation also could force us to do one or more of the following: ● stop making, selling or using products or technologies that allegedly infringe the asserted intellectual property; ● lose the opportunity to license our technology to others or to collect royalty payments based upon successful protection and assertion of our intellectual property rights against others; incur significant legal expenses; ● pay substantial damages or royalties to the party whose intellectual property rights we may be found to be infringing; ● pay the attorney’s fees and costs of litigation to the party whose intellectual property rights we may be found to be infringing; ● redesign those products that contain the allegedly infringing intellectual property, which could be costly, disruptive and infeasible; and ● attempt to obtain a license to the relevant intellectual property from third parties, which may not be available on reasonable terms or at all, or from third parties who may attempt to license rights that they do not have. 16 Any litigation or claim against us, even those without merit, may cause us to incur substantial costs, and could place a significant strain on our financial resources, divert the attention of management from our core business and harm our reputation.
Any potential intellectual property litigation also could force us to do one or more of the following: ● stop making, selling or using products or technologies that allegedly infringe the asserted intellectual property; ● lose the opportunity to license our technology to others or to collect royalty payments based upon successful protection and assertion of our intellectual property rights against others; incur significant legal expenses; ● pay substantial damages or royalties to the party whose intellectual property rights we may be found to be infringing; ● pay the attorney’s fees and costs of litigation to the party whose intellectual property rights we may be found to be infringing; ● redesign those products that contain the allegedly infringing intellectual property, which could be costly, disruptive and infeasible; and ● attempt to obtain a license to the relevant intellectual property from third parties, which may not be available on reasonable terms or at all, or from third parties who may attempt to license rights that they do not have. 14 Any litigation or claim against us, even those without merit, may cause us to incur substantial costs, and could place a significant strain on our financial resources, divert the attention of management from our core business and harm our reputation.
SAT Bulletin 7 also brings challenges to both foreign transferor and transferee (or other person who is obligated to pay for the transfer) of taxable assets. 37 On October 17, 2017, the SAT issued the Announcement of the State Administration of Taxation on Issues Concerning the Withholding of Non-resident Enterprise Income Tax at Source, or SAT Bulletin 37, which was partially revised.
SAT Bulletin 7 also brings challenges to both foreign transferor and transferee (or other person who is obligated to pay for the transfer) of taxable assets. 35 On October 17, 2017, the SAT issued the Announcement of the State Administration of Taxation on Issues Concerning the Withholding of Non-resident Enterprise Income Tax at Source, or SAT Bulletin 37, which was partially revised.
Recently introduced economic substance legislation of the Cayman Islands may impact us and our operations. The Cayman Islands, together with several other non-European Union jurisdictions, has recently introduced legislation aimed at addressing concerns raised by the Council of the European Union as to offshore structures engaged in certain activities which attract profits without real economic activity.
Cayman Islands economic substance requirements may impact us and our operations. The Cayman Islands, together with several other non-European Union jurisdictions, has recently introduced legislation aimed at addressing concerns raised by the Council of the European Union as to offshore structures engaged in certain activities which attract profits without real economic activity.
The requirement of employee benefit plans has not been implemented consistently by the local governments in China given the different levels of economic development in different locations. As of December 31, 2024, we have not made adequate employee benefit payments in strict compliance with the relevant PRC regulations for and on behalf of our employees.
The requirement of employee benefit plans has not been implemented consistently by the local governments in China given the different levels of economic development in different locations. As of December 31, 2025 and 2024, we have not made adequate employee benefit payments in strict compliance with the relevant PRC regulations for and on behalf of our employees.
Any failure to or delay in clearing such review process would subject us to restrictions and penalties imposed by the CAC or other PRC regulatory authorities, which could include fines and penalties on our operations in China, delays of or restrictions on the repatriation of the proceeds from our offshore offerings into China, or other actions that could materially and adversely affect our business, financial condition, results of operations, and prospects, as well as the trading price of our securities. 26 The following are examples of certain recent PRC regulatory activities in this area: Cybersecurity and Data Security In June 2021, the SCNPC promulgated the Data Security Law, which took effect in September 2021.
Any failure to or delay in clearing such review process would subject us to restrictions and penalties imposed by the CAC or other PRC regulatory authorities, which could include fines and penalties on our operations in China, delays of or restrictions on the repatriation of the proceeds from our offshore offerings into China, or other actions that could materially and adversely affect our business, financial condition, results of operations, and prospects, as well as the trading price of our securities. 24 The following are examples of certain recent PRC regulatory activities in this area: Cybersecurity and Data Security In June 2021, the SCNPC promulgated the Data Security Law, which took effect in September 2021.
In addition, the Enterprise Income Tax Law, or EIT Law, and its implementation rules provide that a withholding tax rate of up to 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties or arrangements between the PRC central government and governments of other countries or regions where the non-PRC resident enterprises are incorporated. 32 Pursuant to a special arrangement between Hong Kong and China, such rate may be reduced to 5% if a Hong Kong resident enterprise owns more than 25% of the equity interest in the PRC company.
In addition, the Enterprise Income Tax Law, or EIT Law, and its implementation rules provide that a withholding tax rate of up to 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties or arrangements between the PRC central government and governments of other countries or regions where the non-PRC resident enterprises are incorporated. 30 Pursuant to a special arrangement between Hong Kong and China, such rate may be reduced to 5% if a Hong Kong resident enterprise owns more than 25% of the equity interest in the PRC company.
In addition, if any of our affiliated entities undergoes a voluntary or involuntary liquidation proceeding, its equity owner or unrelated third-party creditors may claim rights relating to some or all of these assets, which would hinder our ability to operate our business and could materially and adversely affect our business, our ability to generate revenue and the market price of our ordinary shares. 22 Risks Related to Doing Business in China Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and operations.
In addition, if any of our affiliated entities undergoes a voluntary or involuntary liquidation proceeding, its equity owner or unrelated third-party creditors may claim rights relating to some or all of these assets, which would hinder our ability to operate our business and could materially and adversely affect our business, our ability to generate revenue and the market price of our ordinary shares. 20 Risks Related to Doing Business in China Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and operations.
If we were found by the regulatory authorities to have failed to comply with the applicable rules and regulations on cyber security, we would be subject to warnings, fines, confiscation of illegal revenue, revocation of licenses, cancellation of filings, or even criminal liability and our business, results of operations and financial condition would also be adversely affected. 28 Personal Information and Privacy In August 2021, the SCNPC promulgated the Personal Information Protection Law, which integrates the scattered rules with respect to personal information rights and privacy protection and took effect on November 1, 2021.
If we were found by the regulatory authorities to have failed to comply with the applicable rules and regulations on cyber security, we would be subject to warnings, fines, confiscation of illegal revenue, revocation of licenses, cancellation of filings, or even criminal liability and our business, results of operations and financial condition would also be adversely affected. 26 Personal Information and Privacy In August 2021, the SCNPC promulgated the Personal Information Protection Law, which integrates the scattered rules with respect to personal information rights and privacy protection and took effect on November 1, 2021.
While detailed interpretation of or implementation rules under Article 177 have yet to be promulgated, the inability for an overseas securities regulator to directly conduct investigations or evidence collection activities within Mainland China may further increase difficulties faced by you in protecting your interests. 13 In the event that the U.S. regulators carry out an investigation on us and there is a need to conduct such investigation, or collect evidence within, the territory of the PRC, the U.S. regulators may not be able to carry out such investigation or evidence collection directly in the PRC under the PRC laws.
While detailed interpretation of or implementation rules under Article 177 have yet to be promulgated, the inability for an overseas securities regulator to directly conduct investigations or evidence collection activities within Mainland China may further increase difficulties faced by you in protecting your interests. 11 In the event that the U.S. regulators carry out an investigation on us and there is a need to conduct such investigation, or collect evidence within, the territory of the PRC, the U.S. regulators may not be able to carry out such investigation or evidence collection directly in the PRC under the PRC laws.
The offending entities could be ordered to correct, or to suspend or terminate the provision of services, and face confiscation of illegal income, fines or other penalties. 11 The laws and regulations in the mainland China are evolving, and their enactment timetable, interpretation, enforcement, and implementation involve significant uncertainties, and may change quickly with little advance notice, along with the risk that the PRC government may intervene or influence our subsidiaries’ operations at any time could result in a material change in our operations and/or the value of our securities.
The offending entities could be ordered to correct, or to suspend or terminate the provision of services, and face confiscation of illegal income, fines or other penalties. 9 The laws and regulations in the mainland China are evolving, and their enactment timetable, interpretation, enforcement, and implementation involve significant uncertainties, and may change quickly with little advance notice, along with the risk that the PRC government may intervene or influence our subsidiaries’ operations at any time could result in a material change in our operations and/or the value of our securities.
Even though we intend to submit an application for copyright registration for our no-code development platform, we cannot assure you when the application will be submitted or the registration will be completed, if at all, and whether the application will be rejected by the National Copyright Administration of the PRC once submitted. 14 We cannot provide any assurances that any of our patents have, or that any of our pending patent applications that mature into issued patents will include, claims with a scope sufficient to protect our products, any additional features we develop for our products or any new products.
Even though we intend to submit an application for copyright registration for our no-code development platform, we cannot assure you when the application will be submitted or the registration will be completed, if at all, and whether the application will be rejected by the National Copyright Administration of the PRC once submitted. 12 We cannot provide any assurances that any of our patents have, or that any of our pending patent applications that mature into issued patents will include, claims with a scope sufficient to protect our products, any additional features we develop for our products or any new products.
On May 18, 2020, Nasdaq filed three proposals with the SEC to (i) apply minimum offering size requirement for companies primarily operating in a “Restrictive Market”, (ii) adopt a new requirement relating to the qualification of management or board of director for Restrictive Market companies, and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the company’s auditors. 38 On May 20, 2020, the U.S.
On May 18, 2020, Nasdaq filed three proposals with the SEC to (i) apply minimum offering size requirement for companies primarily operating in a “Restrictive Market”, (ii) adopt a new requirement relating to the qualification of management or board of director for Restrictive Market companies, and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the company’s auditors. 36 On May 20, 2020, the U.S.
If the PCAOB is not able to fully conduct inspections of our auditor’s work papers in China, investors may be deprived of the benefits of such inspection which could result in limitation or restriction of our access to the U.S. capital markets and trading of our securities may be prohibited under the HFCAA. 39 Risks Related to Our Ordinary Shares We have identified material weaknesses in our internal control over financial reporting.
If the PCAOB is not able to fully conduct inspections of our auditor’s work papers in China, investors may be deprived of the benefits of such inspection which could result in limitation or restriction of our access to the U.S. capital markets and trading of our securities may be prohibited under the HFCAA. 37 Risks Related to Our Ordinary Shares We have identified material weaknesses in our internal control over financial reporting.
In the event that the Contractual Arrangements are terminated, this would have a severe and detrimental effect on our continuing business viability under our current corporate structure, which, in turn, would affect the value of your investment. 19 Contractual arrangements in relation to the VIE may be subject to scrutiny by the PRC tax authorities and they may determine that we or the VIE owe additional taxes, which could negatively affect our financial condition and the value of your investment.
In the event that the Contractual Arrangements are terminated, this would have a severe and detrimental effect on our continuing business viability under our current corporate structure, which, in turn, would affect the value of your investment. 17 Contractual arrangements in relation to the VIE may be subject to scrutiny by the PRC tax authorities and they may determine that we or the VIE owe additional taxes, which could negatively affect our financial condition and the value of your investment.
According to SAFE Circular 36, some of the restrictions under SAFE Circular 142 will not apply to the settlement of the foreign exchange capitals of an ordinary FIE in the pilot areas, and such FIE is permitted to use Renminbi converted from its foreign-currency registered capital to make equity investments in the PRC within and in accordance with the authorized business scope of such FIEs, 33 subject to certain registration and settlement procedure as set forth in SAFE Circular 36.
According to SAFE Circular 36, some of the restrictions under SAFE Circular 142 will not apply to the settlement of the foreign exchange capitals of an ordinary FIE in the pilot areas, and such FIE is permitted to use Renminbi converted from its foreign-currency registered capital to make equity investments in the PRC within and in accordance with the authorized business scope of such FIEs, 31 subject to certain registration and settlement procedure as set forth in SAFE Circular 36.
Securities litigation brought against us following volatility in our stock price, regardless of the merit or ultimate results of such litigation, could result in substantial costs, which would hurt our financial condition and operating results and divert management’s attention and resources from our business. 41 Our stock currently trades below $5.00 per ordinary share and thus could be known as a penny stock, subject to certain exceptions.
Securities litigation brought against us following volatility in our stock price, regardless of the merit or ultimate results of such litigation, could result in substantial costs, which would hurt our financial condition and operating results and divert management’s attention and resources from our business. 39 Our stock currently trades below $5.00 per ordinary share and thus could be known as a penny stock, subject to certain exceptions.
To address the concerns brought by the recently issued laws and regulations on data privacy and security, we are taking a more prudent approach in business operation and believe we can reduce our risk of exposure related to the implementation of these laws and regulations to a certain extent by the following measures: ● Pay close attention to the latest trends in regulatory development and maintain continuous communication with the relevant regulatory authorities; ● Enhance and improve the data processing activities in accordance with the latest regulatory requirements; ● Adopt additional security measures and internal control system to protect the customer data from the risks of data leakage, theft and destruction and illegal control, and make advanced preparations in light of the regulatory development; and ● Continue to improve cybersecurity awareness in our future network development and deployment.
To address the concerns brought by the applicable laws and regulations on data privacy and security, we are taking a more prudent approach in business operation and believe we can reduce our risk of exposure related to the implementation of these laws and regulations to a certain extent by the following measures: ● Pay close attention to the latest trends in regulatory development and maintain continuous communication with the relevant regulatory authorities; ● Enhance and improve the data processing activities in accordance with the latest regulatory requirements; ● Adopt additional security measures and internal control system to protect the customer data from the risks of data leakage, theft and destruction and illegal control, and make advanced preparations in light of the regulatory development; and ● Continue to improve cybersecurity awareness in our future network development and deployment.
Article 177 further provides that overseas securities regulatory authorities are not allowed to carry out investigation and evidence collection directly within the territory of the PRC, and that any Chinese entities and individuals are not allowed to provide documents or materials related to securities business activities to overseas agencies without prior consent of the securities regulatory authority of the State Council and the competent departments of the State Council. 24 Our principal business operations are conducted in the PRC .
Article 177 further provides that overseas securities regulatory authorities are not allowed to carry out investigation and evidence collection directly within the territory of the PRC, and that any Chinese entities and individuals are not allowed to provide documents or materials related to securities business activities to overseas agencies without prior consent of the securities regulatory authority of the State Council and the competent departments of the State Council. 22 Our principal business operations are conducted in the PRC.
As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they may deem important. 45 The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards.
As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they may deem important. 43 The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards.
Furthermore, in the event that our PRC subsidiary, the VIE or its subsidiaries become operators of critical information infrastructure in the future, they may be subject to the above-described regulation. 6 We face intense competition from onshore and offshore customer engagement service providers, and, if we are unable to compete effectively, we may lose customers and our revenues may decline.
Furthermore, in the event that our PRC subsidiary, the VIE or its subsidiaries become operators of critical information infrastructure in the future, they may be subject to the above-described regulation. 4 We face intense competition from onshore and offshore customer engagement service providers, and, if we are unable to compete effectively, we may lose customers and our revenues may decline.
The inability to recruit or loss of the services of any executive or key employee may materially and adversely affect our business. 7 Failure of beneficial owners of our shares who are PRC residents to comply with certain PRC foreign exchange regulations could restrict our ability to distribute profits, restrict our overseas and cross-border investment activities and subject us to liability under PRC law.
The inability to recruit or loss of the services of any executive or key employee may materially and adversely affect our business. 5 Failure of beneficial owners of our shares who are PRC residents to comply with certain PRC foreign exchange regulations could restrict our ability to distribute profits, restrict our overseas and cross-border investment activities and subject us to liability under PRC law.
Further, such evolving laws and regulations and the inconsistent enforcement thereof could also lead to failure to obtain or maintain licenses and permits to do business in China, which would adversely affect us. 25 Our business generates and processes a large amount of data, and we are required to comply with PRC and other applicable laws relating to privacy and cybersecurity.
Further, such evolving laws and regulations and the inconsistent enforcement thereof could also lead to failure to obtain or maintain licenses and permits to do business in China, which would adversely affect us. 23 Our business generates and processes a large amount of data, and we are required to comply with PRC and other applicable laws relating to privacy and cybersecurity.
These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to take effective measures, such as promoting the construction of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies. 29 On February 17, 2023, the CSRC released the Overseas Listing Trial Measures, effective March 31, 2023.
These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to take effective measures, such as promoting the construction of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies. 27 On February 17, 2023, the CSRC released the Overseas Listing Trial Measures, effective March 31, 2023.
Any failure or perceived failure by us or our PRC subsidiaries to comply with the above confidentiality and archives administration requirements under the Confidentiality and Archives Provisions and other relevant PRC laws and regulations may subject the relevant entities to legal liabilities, including criminal liabilities. 30 In addition, we cannot assure you that any new rules or regulations promulgated in the future will not impose additional requirements on us.
Any failure or perceived failure by us or our PRC subsidiaries to comply with the above confidentiality and archives administration requirements under the Confidentiality and Archives Provisions and other relevant PRC laws and regulations may subject the relevant entities to legal liabilities, including criminal liabilities. 28 In addition, we cannot assure you that any new rules or regulations promulgated in the future will not impose additional requirements on us.
Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions. 40 An active trading market for our ordinary shares may not be sustained.
Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions. 38 An active trading market for our ordinary shares may not be sustained.
Such a judgment must be for a fixed sum and must also come from a “competent” court as determined by the private international law rules applied by the Hong Kong courts. 12 Legislative or administrative actions in respect of China-U.S. relations could lead to uncertainties in the Hong Kong legal system and limit the legal protection available to us.
Such a judgment must be for a fixed sum and must also come from a “competent” court as determined by the private international law rules applied by the Hong Kong courts. 10 Legislative or administrative actions in respect of China-U.S. relations could lead to uncertainties in the Hong Kong legal system and limit the legal protection available to us.
For example, if the shareholders of the VIE were to refuse to transfer their equity interest in the VIE to us or our designee if we exercise the purchase option pursuant to the Contractual Arrangements, or if they were otherwise to act in bad faith toward us, then we may have to take legal action to compel them to perform their contractual obligations. 21 The Contractual Arrangements are governed by PRC laws.
For example, if the shareholders of the VIE were to refuse to transfer their equity interest in the VIE to us or our designee if we exercise the purchase option pursuant to the Contractual Arrangements, or if they were otherwise to act in bad faith toward us, then we may have to take legal action to compel them to perform their contractual obligations. 19 The Contractual Arrangements are governed by PRC laws.
If we determine not to deploy significant amounts of cash for active purposes, or if it were determined that we do not own the stock of the consolidated variable interest entity for U.S. federal income tax purposes, our risk of being a PFIC may substantially increase. 47 If we are a PFIC, a U.S. Holder (as defined in “Item 10.E.
If we determine not to deploy significant amounts of cash for active purposes, or if it were determined that we do not own the stock of the consolidated variable interest entity for U.S. federal income tax purposes, our risk of being a PFIC may substantially increase. 45 If we are a PFIC, a U.S. Holder (as defined in “Item 10.E.
If we are subject to late fees or fines in relation to the underpaid employee benefits, our financial condition and results of operations may be adversely affected. 8 We do not have business insurance coverage. Any future business liability, disruption or litigation we experience might divert management focus from our business and could significantly impact our financial results.
If we are subject to late fees or fines in relation to the underpaid employee benefits, our financial condition and results of operations may be adversely affected. 6 We do not have business insurance coverage. Any future business liability, disruption or litigation we experience might divert management focus from our business and could significantly impact our financial results.
If we fail to implement and maintain an effective system of internal control, we may be unable to accurately report our operating results, meet our reporting obligations or prevent fraud. Prior to our initial public offering, we were a private company with limited accounting personnel and other resources with which to address our internal controls and procedures.
If we fail to implement and maintain an effective system of internal control, we may be unable to accurately report our operating results, meet our reporting obligations or prevent fraud. Prior to our initial public offering in 2020, we were a private company with limited accounting personnel and other resources with which to address our internal controls and procedures.
Accordingly, increases in costs incurred as a result of becoming a publicly traded company may materially and adversely affect our business, financial condition and results of operations. 43 Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud. We are subject to the periodic reporting requirements of the Exchange Act.
Accordingly, increases in costs incurred as a result of becoming a publicly traded company may materially and adversely affect our business, financial condition and results of operations. 41 Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud. We are subject to the periodic reporting requirements of the Exchange Act.
If this additional financing is obtained through the issuance of equity securities or warrants to acquire equity securities, our existing shareholders could experience significant dilution upon the issuance, conversion or exercise of such securities. 9 We face risks related to natural disasters, health epidemics and other outbreaks, specifically the coronavirus, which could significantly disrupt our operations.
If this additional financing is obtained through the issuance of equity securities or warrants to acquire equity securities, our existing shareholders could experience significant dilution upon the issuance, conversion or exercise of such securities. 7 We face risks related to natural disasters, health epidemics and other outbreaks, specifically the coronavirus, which could significantly disrupt our operations.
Further, if we were no longer listed on Nasdaq, our securities would not be covered securities and we would be subject to regulations in each state in which we offer our securities. 42 A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future.
Further, if we were no longer listed on Nasdaq, our securities would not be covered securities and we would be subject to regulations in each state in which we offer our securities. 40 A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future.
Any potential impact on our results will depend on, to a large extent, future developments and new information that may emerge regarding the duration and severity of the COVID-19 pandemic and the actions taken by government authorities and other entities to contain the COVID-19 pandemic or treat its impact, almost all of which are beyond our control.
Any potential impact on our results will depend on, to a large extent, future developments and new information that may emerge regarding the duration and severity of any pandemic and the actions taken by government authorities and other entities to contain any pandemic or treat its impact, almost all of which are beyond our control.
SAFE Circular 37 is applicable to our shareholders who are PRC residents and may be applicable to any offshore acquisitions that we make in the future. 36 Under SAFE Circular 37, PRC residents who make, or have prior to the implementation of SAFE Circular 37 made, direct or indirect investments in offshore SPVs will be required to register such investments with the SAFE or its local branches.
SAFE Circular 37 is applicable to our shareholders who are PRC residents and may be applicable to any offshore acquisitions that we make in the future. 34 Under SAFE Circular 37, PRC residents who make, or have prior to the implementation of SAFE Circular 37 made, direct or indirect investments in offshore SPVs will be required to register such investments with the SAFE or its local branches.
Uncertainties over the interpretation and implementation of the ES Act may have an adverse impact on our business and operations. 44 You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.
Uncertainties over the interpretation and implementation of the ES Act may have an adverse impact on our business and operations. 42 You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.
Either outcome could harm our business and competitive position. 17 Third parties may assert that our employees or contractors have wrongfully used or disclosed confidential information or misappropriated trade secrets, which could result in litigation. We may employ individuals who previously worked with other companies, including our competitors or potential competitors.
Either outcome could harm our business and competitive position. 15 Third parties may assert that our employees or contractors have wrongfully used or disclosed confidential information or misappropriated trade secrets, which could result in litigation. We may employ individuals who previously worked with other companies, including our competitors or potential competitors.
We are a company registered in the Cayman Islands and Pure Media is considered a foreign-invested enterprise. To comply with PRC laws and regulations, we conduct our business in China mainly through Pinmu Century and its subsidiaries, based on a series of contractual arrangements by and among Pure Media, Pinmu Century and its shareholders, or the Contractual Arrangements.
We are a company incorporated in the Cayman Islands and Pure Media is considered a foreign-invested enterprise. To comply with PRC laws and regulations, we conduct our business in China mainly through Pinmu Century and its subsidiaries, based on a series of contractual arrangements by and among Pure Media, Pinmu Century and its shareholders, or the Contractual Arrangements.
This could cause the market price of our ordinary shares to drop significantly, even if our business is doing well. Sales of a substantial number of our ordinary shares in the public market could occur at any time. We had 8,188,574 issued and outstanding ordinary shares as of March 31, 2025.
This could cause the market price of our ordinary shares to drop significantly, even if our business is doing well. Sales of a substantial number of our ordinary shares in the public market could occur at any time. We had 8,188,574 issued and outstanding ordinary shares as of March 31, 2026.
Thus, the Contractual Arrangements may be less effective than direct ownership and we may incur substantial costs to enforce the terms of the Contractual Arrangements. 18 We may not be able to consolidate the operations and financial results of some of our affiliated companies or such consolidation could materially and adversely affect our operating results and financial condition.
Thus, the Contractual Arrangements may be less effective than direct ownership and we may incur substantial costs to enforce the terms of the Contractual Arrangements. 16 We may not be able to consolidate the operations and financial results of some of our affiliated companies or such consolidation could materially and adversely affect our operating results and financial condition.
It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the Renminbi and the U.S. dollar in the future. 34 Significant revaluation of the Renminbi may have a material and adverse effect on your investment.
It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the Renminbi and the U.S. dollar in the future. 32 Significant revaluation of the Renminbi may have a material and adverse effect on your investment.
Any such tax may reduce the returns on your investment in our ordinary shares. 31 Changes in international trade policies, trade disputes, barriers to trade, or the emergence of a trade war may dampen growth in China and may have a material adverse effect on our business.
Any such tax may reduce the returns on your investment in our ordinary shares. 29 Changes in international trade policies, trade disputes, barriers to trade, or the emergence of a trade war may dampen growth in China and may have a material adverse effect on our business.
Certain corporate governance practices in our home country, the Cayman Islands, may differ significantly from corporate governance listing standards. 46 We do not follow Nasdaq’s requirements regarding shareholder approval for certain issuances of securities under Nasdaq Listing Rule 5635.
Certain corporate governance practices in our home country, the Cayman Islands, may differ significantly from corporate governance listing standards. 44 We do not follow Nasdaq’s requirements regarding shareholder approval for certain issuances of securities under Nasdaq Listing Rule 5635.
Given the current regulatory environment in the PRC, 23 we are subject to the uncertainty of different interpretation and enforcement of rules and regulations in the PRC adverse to us, which may be announced or implemented with little or no advance notice.
Given the current regulatory environment in the PRC, 21 we are subject to the uncertainty of different interpretation and enforcement of rules and regulations in the PRC adverse to us, which may be announced or implemented with little or no advance notice.
Further, MOFCOM promulgated the Regulations on Implementation of Security Review System for the Merger and Acquisition of Domestic Enterprises by Foreign Investors, 35 effective in September 2011, to implement Circular 6.
Further, MOFCOM promulgated the Regulations on Implementation of Security Review System for the Merger and Acquisition of Domestic Enterprises by Foreign Investors, 33 effective in September 2011, to implement Circular 6.
In addition, the issuance of additional shares of our ordinary shares, securities convertible into or exercisable for our ordinary shares, other equity-linked securities, including preferred shares or warrants or any combination of the securities pursuant to this prospectus will dilute the ownership interest of the shareholders of our ordinary shares and could depress the market price of our ordinary shares and impair our ability to raise capital through the sale of additional equity securities.
In addition, the issuance of additional shares of our ordinary shares, securities convertible into or exercisable for our ordinary shares, other equity-linked securities, including preferred shares or warrants or any combination of the securities will dilute the ownership interest of the shareholders of our ordinary shares and could depress the market price of our ordinary shares and impair our ability to raise capital through the sale of additional equity securities.
Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the memorandum and articles of association and any special resolutions passed by such companies annexed to or embodied in the articles of association, and the register of mortgages and charges of such companies) or to obtain copies of lists of shareholders of these companies.
Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the memorandum and articles of association and any special resolutions passed by such companies, and the register of mortgages and charges of such companies) or to obtain copies of lists of shareholders of these companies.
Furthermore, if such regulations were to be adopted in their current form, given that our business generates and processes a large quantity of data, we may be subject to additional regulatory obligations with respect to data security, and may face challenges in addressing their requirements and amending our internal data processing policies and practices to ensure compliance therewith. 27 Moreover, on July 7, 2022, the CAC promulgated the Measures for the Security Assessment of Cross-border Data Transmission, which will come into effect on September 1, 2022.
Furthermore, if such regulations were to be adopted in their current form, given that our business generates and processes a large quantity of data, we may be subject to additional regulatory obligations with respect to data security, and may face challenges in addressing their requirements and amending our internal data processing policies and practices to ensure compliance therewith. 25 Moreover, on July 7, 2022, the CAC promulgated the Measures for the Security Assessment of Cross-border Data Transmission, which came into effect on September 1, 2022.
Such government actions, if and when they occur, could result in a material change in our operations in Hong Kong. 10 Our operations in Hong Kong are governed by the laws and regulations in Hong Kong.
Such government actions, if and when they occur, could result in a material change in our operations in Hong Kong. 8 Our operations in Hong Kong are governed by the laws and regulations in Hong Kong.
However, as uncertainties remain regarding the interpretation and implementation of these laws and regulations, despite our efforts to comply with applicable laws, regulations and policies relating to cybersecurity, privacy, data protection and information security, we cannot assure you that our practices, offerings, services will meet all of the requirements imposed on us by such laws, regulations or policies.
However, as uncertainties may still arise regarding the interpretation and implementation of these laws and regulations, despite our efforts to comply with applicable laws, regulations and policies relating to cybersecurity, privacy, data protection and information security, we cannot assure you that our practices, offerings, services will meet all of the requirements imposed on us by such laws, regulations or policies.
The Draft Administration Regulations on Cyber Data Security provide that data processors refer to individuals or organizations that, during their data processing activities such as data collection, storage, utilization, transmission, publication and deletion, have autonomy over the purpose and the manner of data processing.
In November 2021, the CAC released the Draft Administration Regulations on Cyber Data Security. The Draft Administration Regulations on Cyber Data Security provide that data processors refer to individuals or organizations that, during their data processing activities such as data collection, storage, utilization, transmission, publication and deletion, have autonomy over the purpose and the manner of data processing.
Although as of the date of this annual report, we, our subsidiaries and the VIE, are not covered by permissions requirements from the CAC or any other governmental agency that is required to approve the VIE’s operations, considering the uncertainty of the interpretation and application of data protection laws, we will closely monitor and assess any development in the rule-making process.
Although as of the date of this annual report, we, our subsidiaries and the VIE, are not covered by permissions requirements from the CAC or any other governmental agency that is required to approve the VIE’s operations, considering that certain aspects of the interpretation and application of data protection laws remain subject to ongoing developments, we will closely monitor and assess any development in the rule-making process.
Of that amount, 6,242,178 shares were restricted as a result of securities laws and/or lock-up agreements, but such shares will be able to be sold in the future subject to securities laws and/or lock-up agreements. If held by one of our affiliates, the resale of those securities will be subject to volume limitations under Rule 144 of the Securities Act.
Of that amount, 3,471,828 shares were restricted as a result of securities laws and/or lock-up agreements, but such shares will be able to be sold in the future subject to securities laws and/or lock-up agreements. If held by one of our affiliates, the resale of those securities will be subject to volume limitations under Rule 144 of the Securities Act.
As of the date of this prospectus supplement, we have moved our key technical staff in our Beijing office to our Hong Kong office and have recruited local staff in Hong Kong and will continue to hire additional staff to support our operations in Hong Kong.
As of the date of this annual report, we have moved our key technical staff in our Beijing office to our Hong Kong office and have recruited local staff in Hong Kong and will continue to hire additional staff to support our operations in Hong Kong.
Consequently, our results of operations will likely be adversely, and may be materially, affected, to the extent that the COVID-19 pandemic or any other epidemic harms Hong Kong and the global economy in general.
Consequently, our results of operations will likely be adversely, and may be materially, affected, to the extent that any other epidemic harms China, Hong Kong and the global economy in general.
As of December 31, 2024, the Company had approximately $1.0 million in cash which primarily consists of cash on hand and bank deposits, which are unrestricted as to withdrawal and use and are deposited with banks in China and Hong Kong.
As of December 31, 2025, the Company had approximately $5.11 million in cash which primarily consists of cash on hand and bank deposits, which are unrestricted as to withdrawal and use and are deposited with banks in China and Hong Kong.
In addition, in the past the PRC government has implemented certain measures, including interest rate adjustment, to control the pace of economic growth. These measures may cause decreased economic activity in China, which may materially and adversely affect our business and operating results.
In addition, in the past the PRC government has implemented certain measures, including interest rate adjustment, to control the pace of economic growth. These measures may cause decreased economic activity in China, which may materially and adversely affect our business and operating results. Our operations are located in, China through our subsidiaries, the VIE and its subsidiaries.
Starting from July 19, 2023, we began moving our headquarters from Beijing to Hong Kong as part of our plan to expand globally. We formed Inforbird Technologies, through which we have commenced our operations in Hong Kong.
Since July 2023, we moved our headquarters from Beijing to Hong Kong as part of our plan to expand globally. We formed Inforbird Technologies, through which we have commenced our operations in Hong Kong.
This list does not include our former auditor, WWC, or our current auditor, AA. As of the date of the annual report, our listing is not affected by the HFCAA, and related regulations.
This list does not include our former auditor, AA, or our current auditor, Assentsure. As of the date of the annual report, we are affected by the HFCAA, and related regulations.
One or a few customers have in the past, represented a substantial portion of our total revenues in any one year or over a period of several years. For the year ended December 31, 2024, two customers accounted for 71.8% and 26.0% of the Company’s total revenues, respectively.
One or a few customers have in the past, represented a substantial portion of our total revenues in any one year or over a period of several years. For the year ended December 31, 2025, two customers accounted for 80.7% and 11.3% of the Company’s total revenues, respectively.
We are based in, and our operations are located in, China through our subsidiaries, the VIE and its subsidiaries. Our ability to operate in China may be impaired by changes in Chinese laws and regulations, including those relating to taxation, environmental regulation, restrictions on foreign investment, and other matters.
Our ability to operate in China may be impaired by changes in Chinese laws and regulations, including those relating to taxation, environmental regulation, restrictions on foreign investment, and other matters.
After the Acquisitions, we currently provide our end-to-end digital advertising solutions via maternity vertical channels including Kaiwang (Hangzhou) Technology Co., Ltd. ( “ Qinbaobao ” ), Beijing Zhongming Century Technology Co., Ltd. Jiangsu Branch ( “ BabyTree ” ) and Ji ’ an Shengcheng Media Co., Ltd. ( “ Mama Network ” ) .
After the Acquisitions, we currently provide our end-to-end digital advertising solutions via maternity vertical channels including Kaiwang (Hangzhou) Technology Co., Ltd. (“Qinbaobao”), Beijing Zhongming Century Technology Co., Ltd. Jiangsu Branch (“BabyTree”) and Ji’an Shengcheng Media Co., Ltd. (“Mama Network”).
Such agreements generally have initial terms ranging from one to two years. Any difficulty in replacing such vendors could negatively affect our performance.
We enter into agreements with vendors in the ordinary course of our business. Such agreements generally have initial terms ranging from one to two years. Any difficulty in replacing such vendors could negatively affect our performance.
We primarily rely on a limited number of vendors, and the loss of any such vendor could harm our business . For the year ended December 31, 2024, three vendors accounted for 42.4%, 29.7% and 15.1% of our total purchases, respectively.
We primarily rely on a limited number of vendors, and the loss of any such vendor could harm our business. For the year ended December 31, 2025, three vendors accounted for 35.3%, 27.7% and 10.2% of the Company’s total purchases, respectively.
Furthermore, the Standing Committee of the National People’s Congress passed the Personal Information Protection Law of the PRC, which became effective from November 1, 2021, and requires general network operators to obtain a personal information protection certification issued by recognized institutions in accordance with the CAC regulation before such information can be transferred out of China.
As of December 31, 2025 and 2024, we have not been subject to any material penalties from the relevant government authorities for failure to obtain any license for our business operations in the Furthermore, the Standing Committee of the National People’s Congress passed the Personal Information Protection Law of the PRC, which became effective from November 1, 2021, and requires general network operators to obtain a personal information protection certification issued by recognized institutions in accordance with the CAC regulation before such information can be transferred out of China.
For the year ended December 31, 2023, two customers accounted for approximately 64.3% and 35.7% of our total revenues, respectively. As of December 31, 2024, two customers accounted for 52.3% and 46.8% of the total balance of accounts receivable, respectively. As of December 31, 2023, one customer accounted for 100% of the total balance of our accounts receivable.
For the year ended December 31, 2024, two customers accounted for 71.8% and 26.0% of the Company’s total revenues, respectively. For the year ended December 31, 2023, two customers accounted for approximately 64.3% and 35.7% of our total revenues, respectively. As of December 31, 2025, two customers accounted for 86.0% and 11.4% of the total balance of accounts receivable, respectively.
See “ Prospectus Supplement Summary - Overview of Applicable Laws and Regulations relating to Doing Business in Hong Kong — Competition ” in this prospectus supplement for further details. The PRC government has recently initiated a series of regulatory actions and statements to regulate business operations in mainland China.
See “ Item 4 Information On the Company – B. Business Overview — Regulations — Hong Kong — Competition ” in this annual report for further details. The PRC government has recently initiated a series of regulatory actions and statements to regulate business operations in mainland China.
As of December 31, 2023, none of vendor accounted for more than 10.0% of the total balance of accounts payable. For 2023 and 2024, our vendors were mainly system and information software suppliers for our business integration solution business. We enter into agreements with vendors in the ordinary course of our business.
As of December 31, 2023, none of vendor accounted for more than 10.0% of the total balance of accounts payable. For 2025, our vendors were mainly media and platform suppliers for digital advertising and marketing campaign services, and for 2024 and 2023, our vendors were mainly system and information software suppliers for our business integration solution business.
However, there have been no clarifications from the relevant authorities as of the date of this annual report as to the standards for determining whether an activity is one that “affects or may affect national security.” In addition, the Draft Administration Regulations on Cyber Data Security requires that data processors that process “important data” or are listed overseas must conduct an annual data security assessment by itself or commission a data security service provider to do so, and submit the assessment report of the preceding year to the municipal cybersecurity department by the end of January each year.
In addition, the Draft Administration Regulations on Cyber Data Security requires that data processors that process “important data” or are listed overseas must conduct an annual data security assessment by itself or commission a data security service provider to do so, and submit the assessment report of the preceding year to the municipal cybersecurity department by the end of January each year.
The Company’s working capital was approximately $3.3 million at December 31, 2024, approximately $1.4 million of which was deferred revenue which the Company expects to realize and the Company does not expect to make any significant refund based on historical experience. Therefore, the Company’s working capital excluding deferred revenue was approximately $4.7 million.
The Company’s working capital was approximately $4.73 million at December 31, 2025, approximately $0.01 million of which was deferred revenue which the Company expects to realize and the Company does not expect to make any significant refund based on historical experience, and approximately $0.66 million of which was short-term loan borrowed from bank.
If we are deemed to be a critical information infrastructure operator under the PRC cybersecurity laws and regulations, we may be subject to obligations in addition to what we have fulfilled under the PRC cybersecurity laws and regulations. In November 2021, the CAC released the Draft Administration Regulations on Cyber Data Security.
Therefore, it is uncertain whether we would be deemed to be a critical information infrastructure operator under PRC law. If we are deemed to be a critical information infrastructure operator under the PRC cybersecurity laws and regulations, we may be subject to obligations in addition to what we have fulfilled under the PRC cybersecurity laws and regulations.
Furthermore, the exact scope of “critical information infrastructure operators” under the current regulatory regime remains unclear, and the PRC government authorities may have wide discretion in the interpretation and enforcement of the applicable laws. Therefore, it is uncertain whether we would be deemed to be a critical information infrastructure operator under PRC law.
As of the date of this annual report, we have not been informed that we are a critical information infrastructure operator by any government authorities. Furthermore, the exact scope of “critical information infrastructure operators” under the current regulatory regime remains unclear, and the PRC government authorities may have wide discretion in the interpretation and enforcement of the applicable laws.
For the years ended December 31, 2023 and 2022, none of vendor accounted for more than 10.0% of our total purchases. As of December 31, 2024, two vendors accounted for 36.9%% and 30.0% of the total balance of our accounts payable, respectively.
For the year ended December 31, 2024, three vendors accounted for 42.4%, 29.7% and 15.1% of our total purchases, respectively. For the years ended December 31, 2023 and 2022, none of vendor accounted for more than 10.0% of our total purchases.
The Company will require a minimum of approximately $4.4 million over the next twelve months to operate at its current level, either from revenues or funding.
Therefore, the Company’s working capital excluding deferred revenue and short-term loan was approximately $5.40 million. The Company will require a minimum of approximately $0.52 million over the next twelve months to operate at its current level, either from revenues or funding.
As the definitions for terms such as network platform operator and national security are broad, the government will likely retain significant discretion as to the interpretation and enforcement of the Cybersecurity Review Measures and any implementation rules, and we may be subject to the relevant rules.
While a number of key regulations have now been formally promulgated and taken effect—including the Network Data Security Administration Regulations (effective January 1, 2025), the Measures for the Administration of Compliance Audits of Personal Information Protection (effective May 1, 2025), and the Cybersecurity Law (2025 Amendment) (effective January 1, 2026)—certain aspects of their interpretation, application and enforcement remain subject to uncertainties.As the definitions for terms such as network platform operator and national security are broad, the government will likely retain significant discretion as to the interpretation and enforcement of the Cybersecurity Review Measures and any implementation rules, and we may be subject to the relevant rules.
Our ability to maintain close relationships with major customers is essential to the growth and profitability of our business.
As of December 31, 2024, two customers accounted for 52.3% and 46.8% of the total balance of accounts receivable, respectively. As of December 31, 2023, one customer accounted for 100% of the total balance of our accounts receivable. Our ability to maintain close relationships with major customers is essential to the growth and profitability of our business.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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If any of our subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us.
If any of our subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us.
The aggregate purchase price for the equity acquisition was approximately $40.0 million, inclusive of transaction costs, and was funded using the cash on hand of $33 million and a promissory note of $7 million . The acquisition closed in November 2024.
The aggregate purchase price for the equity acquisition was approximately $40.0 million, inclusive of transaction costs, and was funded using the cash on hand of $33 million and a promissory note of $7 million. The acquisition closed in November 2024.
On December 6, 2024, we entered into an equity acquisition agreement with One One Business Limited, in a single transaction, to acquire 32% of the issued and outstanding equity of Pure Tech. The acquisition closed in December 2024. The Company paid $19.8 million in cash and issued a senior convertible note in the principal amount of US$5,953,095.
On December 6, 2024, we entered into an equity acquisition agreement with One One Business Limited, in a single transaction, to acquire 32% of the issued and outstanding equity of Pure Tech. The acquisition closed in December 2024. The Company paid $19.8 million in cash and issued a senior convertible note in the principal amount of US$5,953,095.
Furthermore, the Foreign Investment Law provides that FIEs established according to the previous PRC Sino-foreign Equity Joint Ventures Law, the PRC Sino-foreign Cooperative Enterprises Law and the PRC Wholly Foreign-owned Enterprises Law before the Foreign Investment Law took effect may maintain their structure and corporate governance within five years after the implementing of the Foreign Investment Law. 79 In addition, the Foreign Investment Law also provides several protective rules and principles for foreign investors and their investments in the PRC, including, among others, that a foreign investor may freely transfer into or out of China, in Renminbi or a foreign currency, its contributions, profits, capital gains, income from disposition of assets, royalties of intellectual property rights, indemnity or compensation lawfully acquired, and income from liquidation, among others, within China; local governments shall abide by their commitments to the foreign investors; governments at all levels and their departments shall enact local normative documents concerning foreign investment in compliance with laws and regulations and shall not impair legitimate rights and interests, impose additional obligations onto FIEs, set market access restrictions and exit conditions, or intervene with the normal production and operation activities of FIEs; except for special circumstances, in which case statutory procedures shall be followed and fair and reasonable compensation shall be made in a timely manner, expropriation or requisition of the investment of foreign investors is prohibited; and mandatory technology transfer is prohibited.
Furthermore, the Foreign Investment Law provides that FIEs established according to the previous PRC Sino-foreign Equity Joint Ventures Law, the PRC Sino-foreign Cooperative Enterprises Law and the PRC Wholly Foreign-owned Enterprises Law before the Foreign Investment Law took effect may maintain their structure and corporate governance within five years after the implementing of the Foreign Investment Law. 77 In addition, the Foreign Investment Law also provides several protective rules and principles for foreign investors and their investments in the PRC, including, among others, that a foreign investor may freely transfer into or out of China, in Renminbi or a foreign currency, its contributions, profits, capital gains, income from disposition of assets, royalties of intellectual property rights, indemnity or compensation lawfully acquired, and income from liquidation, among others, within China; local governments shall abide by their commitments to the foreign investors; governments at all levels and their departments shall enact local normative documents concerning foreign investment in compliance with laws and regulations and shall not impair legitimate rights and interests, impose additional obligations onto FIEs, set market access restrictions and exit conditions, or intervene with the normal production and operation activities of FIEs; except for special circumstances, in which case statutory procedures shall be followed and fair and reasonable compensation shall be made in a timely manner, expropriation or requisition of the investment of foreign investors is prohibited; and mandatory technology transfer is prohibited.
The SAT Bulletin 37 further clarifies the practice and procedure of withholding of non-resident enterprise income tax and provides that: 71 ● for the income from equity investment assets, the competent tax authority for the income tax of the invested enterprise shall be the competent tax authority, while for the income from the dividends, extra dividends and other equity investment, the competent tax authority for the income tax of the enterprise distributing the income shall be the competent tax authority; ● the withholding obligator shall declare and pay the withheld tax to the competent tax authority in the place where such withholding obligator is located within seven (7) days from the date of occurrence of the withholding obligation; ● where the income obtained by the withholding obligator and required to be withheld at source is in the form of dividends, extra dividends or any other equity investment gains, the date of occurrence of the obligation for withholding relevant payable tax is the date of actual payment of the dividends, extra dividends or other equity investment gains; ● for the income tax required to be withheld under Article 37 of the Enterprise Income Tax Law, if the withholding obligator fails to withhold in accordance with the law or is unable to perform withholding obligation, the non-resident enterprise obtaining the income shall declare and pay the tax not withheld to the competent tax authority of the place of the occurrence of the income in accordance with Article 39 of the Enterprise Income Tax Law and complete the Form of Report on Withholding of Enterprise Income Tax of the People’s Republic of China; where the non-resident enterprise fails to declare and pay tax in accordance with Article 39 of the Enterprise Income Tax Law, the tax authority may order it to pay the tax within a specified time limit and the non-resident enterprise shall declare and pay the tax within the time limit determined by the tax authority; the non-resident enterprise that declares and pays the tax voluntarily before the tax authority orders it to pay tax within a specified time limit shall be deemed as having paid tax as scheduled; ● the competent tax authority may require the taxpayer, withholding obligator and relevant parties with knowledge of relevant information to provide the contracts and other relevant materials relating to the withholding of tax; where the withholding obligator fails to withhold the tax required to be withheld under Article 37 of the Enterprise Income Tax Law, the competent tax authority of the place where the withholding agent is located shall order the withholding obligator to make up for the withholding of tax in accordance with Article 23 of the Administrative Punishment Law of the People’s Republic of China and hold the withholding agent liable in accordance with the law; if recovery of tax payment from the taxpayer is necessary, the competent tax authority of the place where the income occurs shall implement the recovery in accordance with the law.
The SAT Bulletin 37 further clarifies the practice and procedure of withholding of non-resident enterprise income tax and provides that: 69 ● for the income from equity investment assets, the competent tax authority for the income tax of the invested enterprise shall be the competent tax authority, while for the income from the dividends, extra dividends and other equity investment, the competent tax authority for the income tax of the enterprise distributing the income shall be the competent tax authority; ● the withholding obligator shall declare and pay the withheld tax to the competent tax authority in the place where such withholding obligator is located within seven (7) days from the date of occurrence of the withholding obligation; ● where the income obtained by the withholding obligator and required to be withheld at source is in the form of dividends, extra dividends or any other equity investment gains, the date of occurrence of the obligation for withholding relevant payable tax is the date of actual payment of the dividends, extra dividends or other equity investment gains; ● for the income tax required to be withheld under Article 37 of the Enterprise Income Tax Law, if the withholding obligator fails to withhold in accordance with the law or is unable to perform withholding obligation, the non-resident enterprise obtaining the income shall declare and pay the tax not withheld to the competent tax authority of the place of the occurrence of the income in accordance with Article 39 of the Enterprise Income Tax Law and complete the Form of Report on Withholding of Enterprise Income Tax of the People’s Republic of China; where the non-resident enterprise fails to declare and pay tax in accordance with Article 39 of the Enterprise Income Tax Law, the tax authority may order it to pay the tax within a specified time limit and the non-resident enterprise shall declare and pay the tax within the time limit determined by the tax authority; the non-resident enterprise that declares and pays the tax voluntarily before the tax authority orders it to pay tax within a specified time limit shall be deemed as having paid tax as scheduled; ● the competent tax authority may require the taxpayer, withholding obligator and relevant parties with knowledge of relevant information to provide the contracts and other relevant materials relating to the withholding of tax; where the withholding obligator fails to withhold the tax required to be withheld under Article 37 of the Enterprise Income Tax Law, the competent tax authority of the place where the withholding agent is located shall order the withholding obligator to make up for the withholding of tax in accordance with Article 23 of the Administrative Punishment Law of the People’s Republic of China and hold the withholding agent liable in accordance with the law; if recovery of tax payment from the taxpayer is necessary, the competent tax authority of the place where the income occurs shall implement the recovery in accordance with the law.
In addition, the Overseas Listing Trial Measures provide that an overseas listing or offering is explicitly prohibited under any of the following circumstances: (i) such securities offering and listing is explicitly prohibited by provisions in laws, administrative regulations and relevant state rules; (ii) the intended securities offering and listing may endanger national security as reviewed and determined by competent authorities under the State Council in accordance with laws; (iii) the domestic company intending to make the securities offering and listing, or its controlling shareholder(s) and the actual controller, have committed relevant crimes such as corruption, bribery, embezzlement, misappropriation of property or undermining the order of the socialist market economy during the latest three years; (iv) the domestic company intending to make the securities offering and listing is currently under investigations for suspicion of criminal offenses or major violations of laws and regulations, and no conclusion has yet been made thereof; or (v) there are material ownership disputes over equity held by the domestic company’s controlling shareholder(s) or by other shareholder(s) that are controlled by the controlling shareholder(s) and/or actual controller. 75 At a press conference held for these new regulations, officials from the CSRC clarified that the domestic companies that have already been listed overseas before the effective date of the Overseas Listing Trial Measures (i.e.
In addition, the Overseas Listing Trial Measures provide that an overseas listing or offering is explicitly prohibited under any of the following circumstances: (i) such securities offering and listing is explicitly prohibited by provisions in laws, administrative regulations and relevant state rules; (ii) the intended securities offering and listing may endanger national security as reviewed and determined by competent authorities under the State Council in accordance with laws; (iii) the domestic company intending to make the securities offering and listing, or its controlling shareholder(s) and the actual controller, have committed relevant crimes such as corruption, bribery, embezzlement, misappropriation of property or undermining the order of the socialist market economy during the latest three years; (iv) the domestic company intending to make the securities offering and listing is currently under investigations for suspicion of criminal offenses or major violations of laws and regulations, and no conclusion has yet been made thereof; or (v) there are material ownership disputes over equity held by the domestic company’s controlling shareholder(s) or by other shareholder(s) that are controlled by the controlling shareholder(s) and/or actual controller. 73 At a press conference held for these new regulations, officials from the CSRC clarified that the domestic companies that have already been listed overseas before the effective date of the Overseas Listing Trial Measures (i.e.
If non-resident investors were involved in our private equity financing, if such transactions were determined by the tax authorities to lack reasonable commercial purpose, we and our non-resident investors may be at risk of being required to file a return and be taxed under SAT Bulletin 7 and we may be required to expend valuable resources to comply with SAT Bulletin 7 or to establish that we should not be held liable for any obligations under SAT Bulletin 7. 72 Pursuant to an Arrangement Between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income, or the Double Tax Avoidance Arrangement promulgated by the State Administration of Taxation on August 21, 2006, and other applicable PRC laws, if a Hong Kong resident enterprise is determined by the competent PRC tax authority to have satisfied the relevant conditions and requirements under such Double Tax Avoidance Arrangement and other applicable laws, the 10% withholding tax on the dividends the Hong Kong resident enterprise receives from a PRC resident enterprise may be reduced to 5%.
If non-resident investors were involved in our private equity financing, if such transactions were determined by the tax authorities to lack reasonable commercial purpose, we and our non-resident investors may be at risk of being required to file a return and be taxed under SAT Bulletin 7 and we may be required to expend valuable resources to comply with SAT Bulletin 7 or to establish that we should not be held liable for any obligations under SAT Bulletin 7. 70 Pursuant to an Arrangement Between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income, or the Double Tax Avoidance Arrangement promulgated by the State Administration of Taxation on August 21, 2006, and other applicable PRC laws, if a Hong Kong resident enterprise is determined by the competent PRC tax authority to have satisfied the relevant conditions and requirements under such Double Tax Avoidance Arrangement and other applicable laws, the 10% withholding tax on the dividends the Hong Kong resident enterprise receives from a PRC resident enterprise may be reduced to 5%.
Otherwise, where any right, duty or liability would arise under a contract for the supply of a service by virtue of the SOSO, it may (subject to the Control of Exemption Clauses Ordinance (Chapter 71 of the Laws of Hong Kong)) be negatived or varied by express agreement, or by the course of dealing between the parties, or by such usage as binds both parties to the contract. 55 Control of exemption clauses The Control of Exemption Clauses Ordinance (Chapter 71 of the Laws of Hong Kong) (“CECO”), which aims to limit the extent to which civil liability for breach of contract, or for negligence or other breach of duty, can be avoided by means of contract terms and otherwise, among others, provides that: (a) under section 7, a person cannot by reference to any contract term or to a notice given to persons generally or to particular persons exclude or restrict his liability for death or personal injury resulting from negligence and in the case of other loss or damage, a person cannot exclude or restrict his liability for negligence except in so far as the term or notice satisfies the requirement of reasonableness.
Otherwise, where any right, duty or liability would arise under a contract for the supply of a service by virtue of the SOSO, it may (subject to the Control of Exemption Clauses Ordinance (Chapter 71 of the Laws of Hong Kong)) be negatived or varied by express agreement, or by the course of dealing between the parties, or by such usage as binds both parties to the contract. 53 Control of exemption clauses The Control of Exemption Clauses Ordinance (Chapter 71 of the Laws of Hong Kong) (“CECO”), which aims to limit the extent to which civil liability for breach of contract, or for negligence or other breach of duty, can be avoided by means of contract terms and otherwise, among others, provides that: (a) under section 7, a person cannot by reference to any contract term or to a notice given to persons generally or to particular persons exclude or restrict his liability for death or personal injury resulting from negligence and in the case of other loss or damage, a person cannot exclude or restrict his liability for negligence except in so far as the term or notice satisfies the requirement of reasonableness.
In addition, changes in or different interpretations of such PRC laws and regulations may also materially and adversely affect our business.” 50 The significant terms of the Contractual Arrangements are as follows: Exclusive Business Cooperation Agreement Pursuant to the exclusive business cooperation agreement between Pure Media and Pinmu Century, Pure Media has the exclusive right to provide Pinmu Century with technical support services, consulting services and other services, including technical support and training, business management consultation, consultation, collection and research of technology and market information, marketing and promotion services, customer order management and customer services, lease equipment or properties, provide legitimate rights to use software license, provide deployment, maintenances and upgrade of software, design installation, daily management, maintenance and updating network system, hardware and database, and other services requested by Pinmu Century from time to time to the extent permitted under PRC law.
In addition, changes in or different interpretations of such PRC laws and regulations may also materially and adversely affect our business.” 48 The significant terms of the Contractual Arrangements are as follows: Exclusive Business Cooperation Agreement Pursuant to the exclusive business cooperation agreement between Pure Media and Pinmu Century, Pure Media has the exclusive right to provide Pinmu Century with technical support services, consulting services and other services, including technical support and training, business management consultation, consultation, collection and research of technology and market information, marketing and promotion services, customer order management and customer services, lease equipment or properties, provide legitimate rights to use software license, provide deployment, maintenances and upgrade of software, design installation, daily management, maintenance and updating network system, hardware and database, and other services requested by Pinmu Century from time to time to the extent permitted under PRC law.
Ltd ● A Singapore company ● Incorporated on July 25, 2023 ● A holding company 100% owned by Infobird Co., Ltd Guangnian Zhiyuan (Beijing) Technology Co., Ltd ● A PRC company ● Incorporated on July 6, 2023 ● Registered capital of $1,379,310 (RMB 10,000,000) ● Software developing that provides software as a service (SaaS) 100% owned by Inforbird New HK Beijing Suowangda Technology Development Co., Ltd ● A PRC limited liability company ● Incorporated on June 13, 2010 ● Registered capital of $68,794 (RMB 470,000) ● A cost center 100% owned by Guangnian Zhiyuan Pure Tech Global Limited ● A BVI company ● Incorporated on February 5, 2024 ●A holding company 97% owned by Infobird Co., Ltd Pure Media Limited ● A Hong Kong company ● Incorporated on March 14, 2024 ●A holding company 100% owned by Pure Tech Pinmu Century (Beijing) Marketing Technology Co., Ltd ● A PRC limited liability company ● Incorporated on April 17, 2012 ● Registered capital of $1,581,243 (RMB 10,000,000) ● Digital advertising and marketing campaign service VIE of Pure Media Zhenxi Brand Marketing Consulting (Shanghai) Centre ●a PRC wholly owned enterprise ● Incorporated on July 4, 2019 ● Digital advertising and marketing campaign service VIE of Pure Media 82 D.
Ltd. ● A Singapore company ● Incorporated on July 25, 2023 ● A holding company 100% owned by Infobird Co., Ltd Guangnian Zhiyuan (Beijing) Technology Co., Ltd ● A PRC company ● Incorporated on July 6, 2023 ● Registered capital of $1,379,310 (RMB 10,000,000) ● Software developing that provides software as a service (SaaS) 100% owned by Inforbird New HK Beijing Suowangda Technology Development Co., Ltd ● A PRC limited liability company ● Incorporated on June 13, 2010 ● Registered capital of $68,794 (RMB 470,000) ● A cost center 100% owned by Guangnian Zhiyuan Pure Tech Global Limited ● A BVI company ● Incorporated on February 5, 2024 ●A holding company 97% owned by Infobird Co., Ltd Pure Media Limited ● A Hong Kong company ● Incorporated on March 14, 2024 ●A holding company 100% owned by Pure Tech Pinmu Century (Beijing) Marketing Technology Co., Ltd ● A PRC limited liability company ● Incorporated on April 17, 2012 ● Registered capital of $1,581,243 (RMB 10,000,000) ● Digital advertising and marketing campaign service VIE of Pure Media Zhenxi Brand Marketing Consulting (Shanghai) Centre ●a PRC wholly owned enterprise ● Incorporated on July 4, 2019 ● Digital advertising and marketing campaign service VIE of Pure Media 80 D.
Nineteen shareholders of Pinmu Century have registered the pledges of equity interest with the competent Administration for Market Regulation in accordance with the Civil Code of the PRC. 51 Shareholders’ POAs Pursuant to the shareholders’ POAs, the shareholders of Pinmu Century give Pure Media an irrevocable proxy to act on their behalf on all matters pertaining to Pinmu Century and to exercise all of their rights as shareholders of Pinmu Century, including the (i) right to attend shareholders meeting; (ii) to exercise voting rights and all of the other rights including but not limited to the sale or transfer or pledge or disposition of the shares held in part or in whole; and (iii) designate and appoint on behalf of the shareholder the legal representative, the directors, supervisors, the chief executive officer and other senior management members of Pinmu Century, and to sign transfer documents and any other documents in relation to the fulfillment of the obligations under the exclusive option agreements and the equity interest pledge agreements.
Nineteen shareholders of Pinmu Century have registered the pledges of equity interest with the competent Administration for Market Regulation in accordance with the Civil Code of the PRC. 49 Shareholders’ POAs Pursuant to the shareholders’ POAs, the shareholders of Pinmu Century give Pure Media an irrevocable proxy to act on their behalf on all matters pertaining to Pinmu Century and to exercise all of their rights as shareholders of Pinmu Century, including the (i) right to attend shareholders meeting; (ii) to exercise voting rights and all of the other rights including but not limited to the sale or transfer or pledge or disposition of the shares held in part or in whole; and (iii) designate and appoint on behalf of the shareholder the legal representative, the directors, supervisors, the chief executive officer and other senior management members of Pinmu Century, and to sign transfer documents and any other documents in relation to the fulfillment of the obligations under the exclusive option agreements and the equity interest pledge agreements.
If such employer still fails to make up for the shortfalls within the prescribed time limit, the relevant administrative authorities shall impose a fine of one to three times the outstanding amount upon such employer. 69 According to the Interim Measures for Participation in the Social Insurance System by Foreigners Working within the Territory of China, which was promulgated by the Ministry of Human Resources and Social Security of the PRC on September 6, 2011, and became effective on October 15, 2011, or the Interim Measures for Foreigners, employers who employ foreigners shall participate in the basic pension insurance, unemployment insurance, basic medical insurance, occupational injury insurance, and maternity insurance in accordance with the relevant law, with the social insurance premiums to be contributed respectively by the employers and foreigner employees as required.
If such employer still fails to make up for the shortfalls within the prescribed time limit, the relevant administrative authorities shall impose a fine of one to three times the outstanding amount upon such employer. 67 According to the Interim Measures for Participation in the Social Insurance System by Foreigners Working within the Territory of China, which was promulgated by the Ministry of Human Resources and Social Security of the PRC on September 6, 2011, and became effective on October 15, 2011, or the Interim Measures for Foreigners, employers who employ foreigners shall participate in the basic pension insurance, unemployment insurance, basic medical insurance, occupational injury insurance, and maternity insurance in accordance with the relevant law, with the social insurance premiums to be contributed respectively by the employers and foreigner employees as required.
If they affect or may affect national security, a cybersecurity review shall be reported to the Cybersecurity Review Office. 64 On July 7, 2022, the CAC promulgated the Security Assessment Measures for Cross-border Data Transfers with effect from September 1, 2022, pursuant to which a data processor shall declare security assessment for its outbound data transfer where: (i) it provides critical data abroad; (ii) it is a critical information infrastructure operator or a data processor processing the personal information of more than one million individuals, and it provides personal information abroad; (iii) it has provided personal information of 100,000 individuals or sensitive personal information of 10,000 individuals in total abroad since January 1 of the previous year; or (iv) any other circumstances prescribed by the CAC.
If they affect or may affect national security, a cybersecurity review shall be reported to the Cybersecurity Review Office. 62 On July 7, 2022, the CAC promulgated the Security Assessment Measures for Cross-border Data Transfers with effect from September 1, 2022, pursuant to which a data processor shall declare security assessment for its outbound data transfer where: (i) it provides critical data abroad; (ii) it is a critical information infrastructure operator or a data processor processing the personal information of more than one million individuals, and it provides personal information abroad; (iii) it has provided personal information of 100,000 individuals or sensitive personal information of 10,000 individuals in total abroad since January 1 of the previous year; or (iv) any other circumstances prescribed by the CAC.
The Foreign Investment Law establishes the basic framework for the access to, and the promotion, protection and administration of foreign investments in view of investment protection and fair competition. 78 According to the Foreign Investment Law, “foreign investment” refers to investment activities directly or indirectly conducted by one or more natural persons, business entities, or otherwise organizations of a foreign country (collectively referred to as “foreign investor”) within China, and the investment activities include the following situations: (i) a foreign investor, individually or collectively with other investors, establishes a foreign-invested enterprise within China; (ii) a foreign investor acquires stock shares, equity shares, shares in assets, or other like rights and interests of an enterprise within China; (iii) a foreign investor, individually or collectively with other investors, invests in a new project within China; and (iv) investments in other means as provided by laws, administrative regulations, or the State Council.
The Foreign Investment Law establishes the basic framework for the access to, and the promotion, protection and administration of foreign investments in view of investment protection and fair competition. 76 According to the Foreign Investment Law, “foreign investment” refers to investment activities directly or indirectly conducted by one or more natural persons, business entities, or otherwise organizations of a foreign country (collectively referred to as “foreign investor”) within China, and the investment activities include the following situations: (i) a foreign investor, individually or collectively with other investors, establishes a foreign-invested enterprise within China; (ii) a foreign investor acquires stock shares, equity shares, shares in assets, or other like rights and interests of an enterprise within China; (iii) a foreign investor, individually or collectively with other investors, invests in a new project within China; and (iv) investments in other means as provided by laws, administrative regulations, or the State Council.
If a value-added-telecommunications service license holder violates these measures, the government of the PRC may revoke its value-added-telecommunications service license and shut down its websites. 61 The Administrative Provisions on Mobile Internet Application Information Services, issued by the CAC on June 28, 2016, which took effect on August 1, 2016, providing that mobile Internet application providers are prohibited from engaging in any activity that may endanger national security, disturb social order or infringe the legal rights of third parties, and may not produce, copy, release or disseminate through mobile Internet applications any content prohibited by laws and regulations.
If a value-added-telecommunications service license holder violates these measures, the government of the PRC may revoke its value-added-telecommunications service license and shut down its websites. 59 The Administrative Provisions on Mobile Internet Application Information Services, issued by the CAC on June 28, 2016, which took effect on August 1, 2016, providing that mobile Internet application providers are prohibited from engaging in any activity that may endanger national security, disturb social order or infringe the legal rights of third parties, and may not produce, copy, release or disseminate through mobile Internet applications any content prohibited by laws and regulations.
The MPFSO provides that an employer who is employing a relevant employee must, for each contribution period, from the employer’s own funds, contribute to the relevant MPF scheme the amount determined in accordance with the MPFSO. 56 Pursuant to the Employees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong) (“ECO”), which came into full effect in Hong Kong on December 1, 1953, all applicable employers are required to take out insurance policies to cover their liabilities under the ECO and at common law for injuries at work in respect of all of their employees.
The MPFSO provides that an employer who is employing a relevant employee must, for each contribution period, from the employer’s own funds, contribute to the relevant MPF scheme the amount determined in accordance with the MPFSO. 54 Pursuant to the Employees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong) (“ECO”), which came into full effect in Hong Kong on December 1, 1953, all applicable employers are required to take out insurance policies to cover their liabilities under the ECO and at common law for injuries at work in respect of all of their employees.
And after a patent right is granted for a design, no entity or individual shall, without the permission of the patent owner, exploit the patent, that is, for production or business purposes, manufacture, offer to sell, sell, or import any product containing the patented design. 68 Domain Name Pursuant to the Administrative Measures on Internet Domain Names of China, which was recently amended by the MIIT on August 24, 2017 and became effective on November 1, 2017, “domain name” shall refer to the character mark of hierarchical structure, which identifies and locates a computer on the internet and corresponds to the internet protocol (IP) address of that computer.
And after a patent right is granted for a design, no entity or individual shall, without the permission of the patent owner, exploit the patent, that is, for production or business purposes, manufacture, offer to sell, sell, or import any product containing the patented design. 66 Domain Name Pursuant to the Administrative Measures on Internet Domain Names of China, which was recently amended by the MIIT on August 24, 2017 and became effective on November 1, 2017, “domain name” shall refer to the character mark of hierarchical structure, which identifies and locates a computer on the internet and corresponds to the internet protocol (IP) address of that computer.
In general, the Competition Tribunal may impose financial and non-financial sanctions which include: 58 ● fines not exceeding 10% of the turnover obtained in Hong Kong for each year of infringement up to a maximum of 3 years ● interim injunctions during investigations or proceedings ● disqualification orders against directors for up to 5 years ● disqualification orders against directors for up to 5 years ● awards of damages to aggrieved parties as a result of the contravention The Competition Ordinance has extraterritorial reach in that it applies to activities conducted outside Hong Kong if they have the object or effect of preventing, restricting or distorting competition in Hong Kong.
In general, the Competition Tribunal may impose financial and non-financial sanctions which include: 56 ● fines not exceeding 10% of the turnover obtained in Hong Kong for each year of infringement up to a maximum of 3 years ● interim injunctions during investigations or proceedings ● disqualification orders against directors for up to 5 years ● disqualification orders against directors for up to 5 years ● awards of damages to aggrieved parties as a result of the contravention The Competition Ordinance has extraterritorial reach in that it applies to activities conducted outside Hong Kong if they have the object or effect of preventing, restricting or distorting competition in Hong Kong.
The Order states, in broad terms, that violators may face warnings, fines, and disclosure to the public and, in the most severe cases, criminal liability. 65 On January 5, 2015, the SAIC promulgated the Measures on Punishment for Infringement of Consumer Rights, which was revised on October 23, 2020, pursuant to which business operators collecting and using personal information of consumers must comply with the principles of legitimacy, propriety and necessity, specify the purpose, method and scope of collection and use of the information, and obtain the consent of the consumers whose personal information is to be collected.
The Order states, in broad terms, that violators may face warnings, fines, and disclosure to the public and, in the most severe cases, criminal liability. 63 On January 5, 2015, the SAIC promulgated the Measures on Punishment for Infringement of Consumer Rights, which was revised on October 23, 2020, pursuant to which business operators collecting and using personal information of consumers must comply with the principles of legitimacy, propriety and necessity, specify the purpose, method and scope of collection and use of the information, and obtain the consent of the consumers whose personal information is to be collected.
On November 19, 2017, the State Council promulgated the Decision of State Council on Abolition of the Provisional Regulations of the PRC on Business Tax and Revision of the Provisional Regulations of the PRC on Value-added Tax, which took effective on the same date, to formally abolish the Provisional Regulations of the People’s Republic of China on Business Tax and amend the Temporary Regulations on Value-added Tax accordingly. 73 Regulations on Foreign Exchange Foreign Currency Exchange Pursuant to the Foreign Currency Administration Rules, as amended, and various regulations issued by SAFE and other relevant PRC government authorities, Renminbi is freely convertible to the extent of current account items, such as trade related receipts and payments, interest and dividends.
On November 19, 2017, the State Council promulgated the Decision of State Council on Abolition of the Provisional Regulations of the PRC on Business Tax and Revision of the Provisional Regulations of the PRC on Value-added Tax, which took effective on the same date, to formally abolish the Provisional Regulations of the People’s Republic of China on Business Tax and amend the Temporary Regulations on Value-added Tax accordingly. 71 Regulations on Foreign Exchange Foreign Currency Exchange Pursuant to the Foreign Currency Administration Rules, as amended, and various regulations issued by SAFE and other relevant PRC government authorities, Renminbi is freely convertible to the extent of current account items, such as trade related receipts and payments, interest and dividends.
The Catalogue of Telecommunications Business, or the Catalogue, which was issued as an attachment to the Telecom Regulations and recently revised and promulgated on June 6, 2019, further identifies information services and online data processing and transaction processing services as value-added telecommunications services.
The Catalogue of Telecommunications Business, or the Catalogue, which was issued as an attachment to the Telecom Regulations and revised and promulgated on June 6, 2019, further identifies information services and online data processing and transaction processing services as value-added telecommunications services.
Internet information providers must conduct self-assessment on, among other things, the legality of new technology involved in the services and the effectiveness of security risk prevention measures, and file the assessment report with the local competent cyberspace administration authority and public security authority. 62 The Regulations on Cyber Security Supervision and Inspection of Public Security Organs, which was issued by the MPS on September 15, 2018 and came into effect on November 1, 2018, is an important basis for the Public Security Bureau to strengthen the enforcement of the Cyber Security Law.
Internet information providers must conduct self-assessment on, among other things, the legality of new technology involved in the services and the effectiveness of security risk prevention measures, and file the assessment report with the local competent cyberspace administration authority and public security authority. 60 The Regulations on Cyber Security Supervision and Inspection of Public Security Organs, which was issued by the MPS on September 15, 2018 and came into effect on November 1, 2018, is an important basis for the Public Security Bureau to strengthen the enforcement of the Cyber Security Law.
In addition, these companies also may allocate a portion of their after-tax profits based on PRC accounting standards to employee welfare and bonus funds at their discretion. 74 Regulations Related to Mergers and Acquisitions and Overseas Listings On August 8, 2006, six PRC regulatory agencies, including the CSRC, promulgated the M&A Rules, which took effect on September 6, 2006 and was amended on June 22, 2009.
In addition, these companies also may allocate a portion of their after-tax profits based on PRC accounting standards to employee welfare and bonus funds at their discretion. 72 Regulations Related to Mergers and Acquisitions and Overseas Listings On August 8, 2006, six PRC regulatory agencies, including the CSRC, promulgated the M&A Rules, which took effect on September 6, 2006 and was amended on June 22, 2009.
Under the provisions, the total amount of accumulated medium-term and long-term foreign debt and the balance of short-term debt borrowed by a FIE is limited to the difference between the total investment and the registered capital of the foreign invested enterprise. 77 On January 12, 2017, the People’s Bank of China promulgated the Circular of the People’s Bank of China on Matters relating to the Macro-prudential Management of Comprehensive Cross-border Financing, or PBOC Circular 9, which took effect on the same date.
Under the provisions, the total amount of accumulated medium-term and long-term foreign debt and the balance of short-term debt borrowed by a FIE is limited to the difference between the total investment and the registered capital of the foreign invested enterprise. 75 On January 12, 2017, the People’s Bank of China promulgated the Circular of the People’s Bank of China on Matters relating to the Macro-prudential Management of Comprehensive Cross-border Financing, or PBOC Circular 9, which took effect on the same date.
In addition, there is a voluntary registration system administered by the China Copyright Protection Center. 67 In order to further implement the Computer Software Protection Regulations, promulgated by the State Council on June 4, 1991 and amended on January 30, 2013, the National Copyright Administration, or the NCA, issued the Computer Software Copyright Registration Procedures on April 6, 1992 and amended on February 20, 2002, which specify detailed procedures and requirements with respect to the registration of software copyrights.
In addition, there is a voluntary registration system administered by the China Copyright Protection Center. 65 In order to further implement the Computer Software Protection Regulations, promulgated by the State Council on June 4, 1991 and amended on January 30, 2013, the National Copyright Administration, or the NCA, issued the Computer Software Copyright Registration Procedures on April 6, 1992 and amended on February 20, 2002, which specify detailed procedures and requirements with respect to the registration of software copyrights.
If the goods or services provided by the business operators cause personal injuries to consumers or third parties, the business operators shall compensate the injured parties for their losses. 80 Laws on Contracts On May 28, 2020, the Civil Code of the PRC was issued by the NPC and became effective on January 1, 2021 and replaced the General Principles of the Civil Law of the PRC, the Security Law of the PRC, the Contract Law of the PRC, the Real Right Law of the PRC, the General Rules of the Civil Law of the PRC and several other basic civil laws in the PRC.
If the goods or services provided by the business operators cause personal injuries to consumers or third parties, the business operators shall compensate the injured parties for their losses. 78 Laws on Contracts On May 28, 2020, the Civil Code of the PRC was issued by the NPC and became effective on January 1, 2021 and replaced the General Principles of the Civil Law of the PRC, the Security Law of the PRC, the Contract Law of the PRC, the Real Right Law of the PRC, the General Rules of the Civil Law of the PRC and several other basic civil laws in the PRC.
There can be no assurance that the PRC government will not intervene or impose restrictions to prevent the cash maintained in Hong Kong from being transferred out or restrict the deployment of the cash into our business or for the payment of dividends. 49 After the completion of the Sale on August 11, 2023, there have been no distributions or dividends by any of our direct or indirectly previously held subsidiaries to Infobird.
There can be no assurance that the PRC government will not intervene or impose restrictions to prevent the cash maintained in Hong Kong from being transferred out or restrict the deployment of the cash into our business or for the payment of dividends. 47 After the completion of the Sale on August 11, 2023, there have been no distributions or dividends by any of our direct or indirectly previously held subsidiaries to Infobird.
Risk Factors—Risks Related to Doing Business in China—We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.” 52 Cash transfers within our organization are effected by means of bank wires.
Risk Factors—Risks Related to Doing Business in China—We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.” 50 Cash transfers within our organization are effected by means of bank wires.
SAFE Circular 37 requires that, before establishing, controlling and making contribution into a SPV, PRC residents or entities are required to complete foreign exchange registration with the SAFE or its local branch. 76 PRC residents or entities who have contributed legitimate domestic or offshore interests or assets to SPVs but have yet to obtain SAFE registration before the implementation of SAFE Circular 37 shall register their ownership interests or control in such SPVs with SAFE or its local branch.
SAFE Circular 37 requires that, before establishing, controlling and making contribution into a SPV, PRC residents or entities are required to complete foreign exchange registration with the SAFE or its local branch. 74 PRC residents or entities who have contributed legitimate domestic or offshore interests or assets to SPVs but have yet to obtain SAFE registration before the implementation of SAFE Circular 37 shall register their ownership interests or control in such SPVs with SAFE or its local branch.
This systematic approach enables enterprises to differentiate themselves in competitive digital markets while enhancing brand visibility and market penetration. 54 Pure Tech maintains a robust team of creative professionals and digital marketing specialists. The creative division delivers customized marketing solutions through innovative thinking and imaginative approaches, excelling in advertising concepts, content production, and event ideation to capture consumer attention.
This systematic approach enables enterprises to differentiate themselves in competitive digital markets while enhancing brand visibility and market penetration. 52 Pure Tech maintains a robust team of creative professionals and digital marketing specialists. The creative division delivers customized marketing solutions through innovative thinking and imaginative approaches, excelling in advertising concepts, content production, and event ideation to capture consumer attention.
In addition, the Data Security Law also provides that any organization or individual within the territory of the PRC shall not provide any foreign judicial body and law enforcement body with any data stored within the territory of the PRC without the approval of the competent PRC governmental authorities. 63 On August 17, 2021, the State Council promulgated the Regulations on Security Protection of Critical Information Infrastructure, which became effective on September 1, 2021.
In addition, the Data Security Law also provides that any organization or individual within the territory of the PRC shall not provide any foreign judicial body and law enforcement body with any data stored within the territory of the PRC without the approval of the competent PRC governmental authorities. 61 On August 17, 2021, the State Council promulgated the Regulations on Security Protection of Critical Information Infrastructure, which became effective on September 1, 2021.
Depending on the severity of the cases, the Commissioner will decide whether to exercise the prosecution power in his or her own name, or refer cases involving suspected commission of other offences to the Police or the Department of Justice for following up. 57 On the other hand, data subjects may also seek compensation by civil action from data users for damages caused by contravention of the PDPO.
Depending on the severity of the cases, the Commissioner will decide whether to exercise the prosecution power in his or her own name, or refer cases involving suspected commission of other offences to the Police or the Department of Justice for following up. 55 On the other hand, data subjects may also seek compensation by civil action from data users for damages caused by contravention of the PDPO.
We engage in business activities that are value-added telecommunications services as defined and described by the Telecom Regulations and the Catalogue. 59 On March 5, 2009, the MIIT issued the Measures on the Administration of Telecommunications Business Operating Permits, or the Telecom License Measures, which initially became effective on April 10, 2009 and was amended on July 3, 2017, effective on September 1, 2017, to supplement the Telecom Regulations.
We engage in business activities that are value-added telecommunications services as defined and described by the Telecom Regulations and the Catalogue. 57 On March 5, 2009, the MIIT issued the Measures on the Administration of Telecommunications Business Operating Permits, or the Telecom License Measures, which initially became effective on April 10, 2009 and was amended on July 3, 2017, effective on September 1, 2017, to supplement the Telecom Regulations.
The Internet Information Measures requires commercial internet information services operators to obtain a value-added telecommunications business operating license, or the ICP License, from the relevant government authorities before engaging in any commercial internet information services operations in China. 60 In addition, internet information service providers are required to monitor their websites to ensure that they do not contain content prohibited by laws or regulations.
The Internet Information Measures requires commercial internet information services operators to obtain a value-added telecommunications business operating license, or the ICP License, from the relevant government authorities before engaging in any commercial internet information services operations in China. 58 In addition, internet information service providers are required to monitor their websites to ensure that they do not contain content prohibited by laws or regulations.
Immediately following the issuance, the Company had 19,093,315 ordinary shares outstanding. 48 On February 28, 2023, we sold 3,846,000 Units at a per Unit price of $1.30. Each Unit comprises: (1) one ordinary share, par value US$0.005 per share, and (2) 0.65 of a warrant to purchase one ordinary share (the “Ordinary Share Warrant”).
Immediately following the issuance, the Company had 19,093,315 ordinary shares outstanding. 46 On February 28, 2023, we sold 3,846,000 Units at a per Unit price of $1.30. Each Unit comprises: (1) one ordinary share, par value US$0.005 per share, and (2) 0.65 of a warrant to purchase one ordinary share (the “Ordinary Share Warrant”).
In addition, internet service providers must promptly alert upon the discovery of publishing private information by minors via the internet and take necessary protective measures. 66 On August 20, 2021, the SCNPC promulgated the Personal Information Protection Law, which integrates the scattered rules with respect to personal information rights and privacy protection and took effect on November 1, 2021.
In addition, internet service providers must promptly alert upon the discovery of publishing private information by minors via the internet and take necessary protective measures. 64 On August 20, 2021, the SCNPC promulgated the Personal Information Protection Law, which integrates the scattered rules with respect to personal information rights and privacy protection and took effect on November 1, 2021.
Our current emphasis and goals primarily include implementing precision targeting and personalized audience engagement through data analytic and online multi-platforms via our Acquisitions. Our service portfolio inclues social media marketing, search engine optimization, and strategic content distribution, all designed to optimize customer acquisition, campaign performance, and conversion rate enhancement.
Our current emphasis and goals primarily include implementing precision targeting and personalized audience engagement through data analytic and online multi-platforms via our Acquisitions. Our service portfolio includes social media marketing, search engine optimization, and strategic content distribution, all designed to optimize customer acquisition, campaign performance, and conversion rate enhancement.
The preferential tax treatment continues as long as an enterprise can retain its “high-tech enterprise” status. 70 The implementation rules define the term “de facto management body” as the body that exercises full and substantial control and overall management over the business, productions, personnel, accounts, and properties of an enterprise.
The preferential tax treatment continues as long as an enterprise can retain its “high-tech enterprise” status. 68 The implementation rules define the term “de facto management body” as the body that exercises full and substantial control and overall management over the business, productions, personnel, accounts, and properties of an enterprise.
You can also find information on our website located at http://www.infobird.com. Information contained on, or that can be accessed through, our website is not a part of, and shall not be incorporated by reference into, this annual report. 53 B.
You can also find information on our website located at http://www.infobird.com. Information contained on, or that can be accessed through, our website is not a part of, and shall not be incorporated by reference into, this annual report. 51 B.
This regulation applies to all certification agencies, certification services and accreditation services in the PRC, excluding certification on quality management standardization of enterprises engaging in pharmaceutical productions and/or operations, certification on quality of laboratory animals, certification of military products, accreditation on laboratories and personnel engaging in the calibration and testing of military products. 81 C.
This regulation applies to all certification agencies, certification services and accreditation services in the PRC, excluding certification on quality management standardization of enterprises engaging in pharmaceutical productions and/or operations, certification on quality of laboratory animals, certification of military products, accreditation on laboratories and personnel engaging in the calibration and testing of military products. 79 C.
Through rigorous market research and data analytic, Pure Tech precisely identifies target audience insights and emerging market trends to establish scientifically validated brand positioning. Pure Tech’ s integrated digital branding ecosystem encompasses strategic brand conceptualization, visual identity design, and multichannel communication planning.
Through rigorous market research and data analytic, Pure Tech precisely identifies target audience insights and emerging market trends to establish scientifically validated brand positioning. Pure Tech’s integrated digital branding ecosystem encompasses strategic brand conceptualization, visual identity design, and multichannel communication planning.
On January 8, 2021, the CAC promulgated the Internet Information Services Measures (Revised Draft for Comments), which sets forth detailed rules on the internet information service activities. As of the date of this annual report, the draft has not been formally adopted.
On January 8, 2021, the CAC promulgated the Internet Information Services Measures (Revised Draft for Comments), which sets forth detailed rules on the internet information service activities. As of the date of this annual report, the draft remains in draft form and has not been formally adopted.
For more details, please refer to the principles of consolidation set forth in the notes to our consolidated financial statements for the years ended December 31, 2022, 2021 and 2020 as set forth in this annual report. Cash transferred outside of our organization to satisfy our obligations to third parties are also effected via wire transfer.
For more details, please refer to the principles of consolidation set forth in the notes to our consolidated financial statements for the years ended December 31, 2025, 2024 and 2023 as set forth in this annual report. Cash transferred outside of our organization to satisfy our obligations to third parties are also effected via wire transfer.
The Measures for the Security Assessment of Outbound Data were formally adopted on September1, 2022.
The Measures for the Security Assessment of Outbound Data were formally adopted on September 1, 2022.
C2, North Dongsanhuan Road, Chaoyang District, Beijing, China August 5, 2024 – August 4, 2027 Approximately 3,075 sq. ft We believe that our facilities are adequate to meet our needs for the immediate future, and that, should it be needed, suitable additional space will be available on commercially reasonable terms to accommodate any such expansion of our operations. ITEM 4A.
We also leased 1 office in Beijing with the following description: Office Address Rental Term Space Beijing office Room 309, 3/F, Block C, Building 7, Shuguang Building, No. 5, Jingshun Road, Chaoyang District, Beijing, China April 10, 2024 – July 9, 2027 Approximately 12,487 sq. ft We believe that our facilities are adequate to meet our needs for the immediate future, and that, should it be needed, suitable additional space will be available on commercially reasonable terms to accommodate any such expansion of our operations.
Pure Tech’ s media collaborations are categorized into maternity vertical channels, and cross-industry channels. Maternity vertical channels include Kaiwang (Hangzhou) Technology Co., Ltd. (“ Qinbaobao ” ), Beijing Zhongming Century Technology Co., Ltd. Jiangsu Branch ( “ BabyTree ” ) and Ji ’ an Shengcheng Media Co., Ltd.
Pure Tech’s media collaborations are categorized into maternity vertical channels, and cross-industry channels. Maternity vertical channels include Kaiwang (Hangzhou) Technology Co., Ltd. (“Qinbaobao”), Beijing Zhongming Century Technology Co., Ltd. Jiangsu Branch (“BabyTree”) and Ji’an Shengcheng Media Co., Ltd. (“Mama Network”); and cross-Industry channels include Renotes, Douyin (TikTok), and other social media platforms.
( “ Mama Network ” ) ; and cross-Industry channels include Renotes, Douyin (TikTok), and other social media platforms. Pure Tech’ s customers are primarily from the maternal and infant care sector, with Beijing Weilan Chuangzhi Technology Co., Ltd. and A2 being the key accounts. As of December 31, 2024, their revenue contributions accounted for 71.80% and 25.97 %, respectively.
Pure Tech’s customers are primarily from the maternal and infant care sector, with Customer A and Customer B. being the key accounts. As of December 31, 2025, their revenue contributions accounted for 80.7% and 11.3%, respectively.
Furthermore, mobile internet app providers shall not compel users to agree to non-essential personal information collection out of any reason, and are prohibited from banning users from their basic functional services due to the users’ refusal of providing non-essential personal information Regulations Relating to Product Liability Manufacturers and vendors of defective products in the PRC may incur liability for losses and injuries caused by such products.
Regulations Relating to Product Liability Manufacturers and vendors of defective products in the PRC may incur liability for losses and injuries caused by such products.
During the fiscal year ended December 31, 2022: ● approximately $2,542,000 was contributed by Infobird Cayman to Infobird HK; ● approximately $3,540,000 was contributed by Infobird HK to Infobird WFOE; ● approximately $3,176,549 was transferred from Infobird WFOE to the VIE and its subsidiaries as an intercompany loan; and ● approximately $148,610 was transferred from the VIE and its subsidiaries to Infobird WFOE as an intercompany loan.
During the fiscal year ended December 31, 2025: ● approximately $510,000 was transferred from Pure Media to Infobird Cayman; ● approximately $330,000 was transferred from Infobird Cayman to Inforbird Technologies; and ● approximately $330,000 was transferred from Inforbird Technologies to Guangnianzhiyuan.
As of the date of this annual report, the Draft Administration Regulations on Cyber Data Security has not been formally adopted.
As of the date of this annual report, the Network Data Security Administration Regulations (the final version) were officially promulgated on September 24, 2024, and took effect on January 1, 2025.
Removed
On April 26, 2021, the MIIT promulgated Interim Provisions on the Administration of Personal Information Protection for Apps (Draft for Comments), which further stipulate the protection and management of the personal information on mobile apps.
Added
On March 22, 2024, the CAC promulgated the Promotion and Regulation of Cross-Border Data Flow Provisions, which relaxed certain conditions for cross-border data transfers and narrowed the scope of mandatory security assessments.
Removed
As of the date of this annual report, the Interim Provisions on the Administration of Personal Information Protection for Apps (Draft for Comments) have not been formally adopted.
Added
Several subsequent regulations have been formally adopted to further strengthen privacy protection, including the Measures for the Administration of Compliance Audits of Personal Information Protection (effective May 1, 2025), the Measures for the Administration of Security of Facial Recognition Technology Applications (effective June 1, 2025), and the Cybersecurity Law (2025 Amendment) (effective January 1, 2026), which introduced enhanced penalties and AI governance provisions.
Removed
On January 5, 2022, the CAC issued a revised version of the Administrative Provisions on Mobile Internet Applications Information Services (Draft for Comments), which emphasizes that mobile internet app providers shall comply with relevant provisions on the scope of necessary personal information when engaging in personal information processing activities.
Removed
We also leased 2 offices in Beijing with the following description: Office Address Rental Term Space Beijing office Room 309, 3/F, Block C, Building 7, Shuguang Building, No. 5, Jingshun Road, Chaoyang District, Beijing, China April 10, 2024 – July 9, 2027 Approximately 12,487 sq. ft Beijing office Room 11B03, 10th Floor, Tianyuan Port Center, No.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

51 edited+14 added−13 removed28 unchanged
Net loss from continuing operations Our net loss from continuing operations was approximately $2.1 million for the year ended December 31, 2024, decreased by $19.3 million, or 90.2%, from net loss from continuing operations of approximately $21.4 million for the year ended December 31, 2023. Such change was the result of the combination of the changes as discussed above.
Our net loss from continuing operations was approximately $2.1 million for the year ended December 31, 2024, decreased by $19.3 million, or 90.2%, from net loss from continuing operations of approximately $21.4 million for the year ended December 31, 2023. Such change was the result of the combination of the changes as discussed above.
Net loss Our net loss was approximately $2.1 million for the year ended December 31, 2024, decreased by $0.8 million, or 26.8%, from net loss of approximately $2.9 million for the year ended December 31, 2023. Such change was the result of the combination of the changes as discussed above.
Our net loss was approximately $2.1 million for the year ended December 31, 2024, decreased by $0.8 million, or 26.8%, from net loss of approximately $2.9 million for the year ended December 31, 2023. Such change was the result of the combination of the changes as discussed above.
Changes in circumstances, facts and experience may cause the Company to revise its estimates. Changes in estimates are recorded in the period in which they become known. Actual results could materially differ from these estimates. 93 Recent Accounting Pronouncements See note 2 of our notes to the consolidated financial statements for a discussion of recently issued accounting standards. C.
Changes in circumstances, facts and experience may cause the Company to revise its estimates. Changes in estimates are recorded in the period in which they become known. Actual results could materially differ from these estimates. Recent Accounting Pronouncements See note 2 of our notes to the consolidated financial statements for a discussion of recently issued accounting standards. C.
Net cash provided financing activities from continuing operations was approximately $52.6 million for the year ended December 31, 2023 and was primarily attributable to the proceeds from issuance of ordinary shares and convertible bonds in 2023, which were approximately $49.5 million and $2.9 million, respectively.
Net cash provided by financing activities from continuing operations was approximately $52.6 million for the year ended December 31, 2023 and was primarily attributable to the proceeds from issuance of ordinary shares and convertible bonds in 2023, which were approximately $49.5 million and $2.9 million, respectively.
We will not require any fund over the next twelve months upon issuance of this consolidated financial statements to operate at its current level, either from operating activities or funding. 90 If we are unable to realize its assets within the normal operating cycle of a twelve (12) month period, we may have to consider supplementing its available sources of funds through the following sources: ● other available sources of financing from PRC banks and other financial institutions; ● financial support from the Company’s related parties and shareholders; and ● issuance of convertible debt.
We will not require any fund over the next twelve months upon issuance of this consolidated financial statements to operate at its current level, either from operating activities or funding. 87 If we are unable to realize its assets within the normal operating cycle of a twelve (12) month period, we may have to consider supplementing its available sources of funds through the following sources: ● other available sources of financing from PRC banks and other financial institutions; ● financial support from the Company’s related parties and shareholders; and ● issuance of convertible debt.
We focus our research and development efforts on the continued development of our services and products, including the development and deployment of new features and functionality and enhancements to our software architecture and integration across our services and products. Impact of Foreign Currency Fluctuation See “Item 11.
We focus our research and development efforts on the continued development of our services and products, including the development and deployment of new features and functionality and enhancements to our software architecture and integration across our services and products. 83 Impact of Foreign Currency Fluctuation See “Item 11.
The cost of business integration services consists primarily of direct media costs decreased by approximately $0.1 million, or 85.3%, to approximately $0.0 million for the year ended December 31, 2024 from $0.1 million for the year ended December 31, 2023. The decrease of approximately $0.1 million was mainly in line with the decrease trend of revenue.
The cost of business integration services consists primarily of direct media costs decreased by approximately $0.1 million, or 85.3%, to approximately $0.02 million for the year ended December 31, 2024 from approximately $0.12 million for the year ended December 31, 2023. The decrease of approximately $0.1 million was mainly in line with the decrease trend of revenue.
We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements. Please refer to NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES of our consolidated financial statements for details.
We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements. Please refer to NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES of our consolidated financial statements for details.
Net cash used in investing activities was approximately $47.4 million for the year ended December 31, 2023 was attributable to the cash deposit in escrow account. Net cash used in investing activities was approximately $4.8 million for the year ended December 31, 2022 was attributable to the cash deposit in escrow account.
Net cash used in investing activities was approximately $47.4 million for the year ended December 31, 2023 was attributable to the cash deposit in escrow account.
For the years ended December 31, 2024, 2023 and 2022, research and development expenses were approximately $0.0 million, nil and nil, respectively. Intellectual Property Our success and future revenue growth depend, in part, on our ability to protect our intellectual property.
For the years ended December 31, 2025, 2024 and 2023, research and development expenses were approximately $0.1 million, $0.0 million, and nil, respectively. Intellectual Property Our success and future revenue growth depend, in part, on our ability to protect our intellectual property.
Net cash used in operating activities from continuing operations was approximately $5.3 million for the year ended December 31, 2023, which was primarily attributable to net loss from continuing operations of approximately $21.4 million and various non-cash items of approximately $16.1 million, such as provision for allowance for doubtful account and imputed interest expense.
Net cash used in operating activities from continuing operations was approximately $5.3 million for the year ended December 31, 2023, which was primarily attributable to net loss from continuing operations of approximately $21.4 million and various non-cash items of approximately $16.1 million, such as provision for expected credit loss account and imputed interest expense.
Cash equivalents and short-term investments As of December 31, 2024, we had cash and cash equivalents amounted of approximately $4.7 million, compared to approximately $0.1 million as of December 31, 2023. B. Liquidity and capital resources In assessing our liquidity, we monitor and analyze our cash on-hand and our operating expenditure commitments.
Cash equivalents and short-term investments As of December 31, 2025, we had cash and cash equivalents amounted of approximately $5.1 million, compared to approximately $4.7 million as of December 31, 2024. B. Liquidity and capital resources In assessing our liquidity, we monitor and analyze our cash on-hand and our operating expenditure commitments.
General and administrative expenses decreased by $1.4 million, or 43.4% to $1.9 million for the year ended December 31, 2024 from $3.3 million for the year ended December 31, 2023.
For the year ended December 31, 2024, general and administrative expenses decreased by $1.4 million, or 43.4% to $1.9 million for the year ended December 31, 2024 compared to the year ended December 31, 2023.
On the same day, we discontinued our SaaS services in the mainland of China. As a result, the result of operations for the our mainland China SaaS services business are reported as discontinued operations under the guidance of ASC 205. Our net income from discontinued operations was nil for the year ended December 31, 2024.
On the same day, we discontinued our SaaS services in the mainland of China. As a result, the result of operations for the our mainland China SaaS services business are reported as discontinued operations under the guidance of ASC 205, and our net income from discontinued operations was both nil for the years ended December 31, 2025 and 2024.
Cost of revenues from revenue categories are summarized as follows: For the Years Ended December 31, 2024 Change 2024 % 2023 % % Business integration services $ 18,400 2.2 % $ 125,271 100.0 % (85.3 )% Digital advertising and marketing campaign services 826,836 97.8 % — — % 100.0 % Total cost of revenues $ 845,236 100.0 % $ 125,271 100.0 % 574.7 % 85 For the Years Ended December 31, 2023 Change 2023 % 2022 % % Business integration services $ 125,271 100.0 % $ — % — % 100.0 % Digital advertising and marketing campaign services — — % — % — % — % Total cost of revenues $ 125,271 100.0 % $ — % — % 100.0 % Operating expenses Our operating expenses consist of selling expenses, general and administrative expenses, and research and development expenses.
Cost of revenues from revenue categories are summarized as follows: For the Years Ended December 31, 2025 Change 2025 % 2024 % % Business integration services $ — — % $ 18,400 2.2 % (100.0 )% Digital advertising and marketing campaign services 6,138,198 100.0 % 826,836 97.8 % 642.4 % Total cost of revenues $ 6,138,198 100.0 % $ 845,236 100.0 % 626.2 % For the Years Ended December 31, 2024 Change 2024 % 2023 % % Business integration services $ 18,400 2.2 % $ 125,271 100.0 % (85.3 )% Digital advertising and marketing campaign services 826,836 97.8 % — — % 100.0 % Total cost of revenues $ 845,236 100.0 % $ 125,271 100.0 % 574.7 % Operating expenses Our operating expenses consist of selling expenses, general and administrative expenses, and research and development expenses.
Revenue categories are summarized as follows: For the Years Ended December 31, 2024 Change 2024 % 2023 % % Business integration services $ 20,000 1.4 % $ 280,000 100.0 % (92.9 )% Digital advertising and marketing campaign services 1,417,848 98.6 % — — % 100.0 % Total operating revenues $ 1,437,848 100.0 % $ 280,000 100.0 % 413.5 % For the Years Ended December 31, 2023 Change 2023 % 2022 % % Business integration services $ 280,000 100.0 % $ — — % 100.0 % Digital advertising and marketing campaign services — — — — % — % Total operating revenues $ 280,000 100.0 % $ — — % 100.0 % Cost of revenues Cost of revenues consists primarily of direct media costs from digital advertising and marketing campaign services and personnel costs (including salaries, social insurance and benefits) for employees involved with the Company’s operations and product support from business integration services.
Revenue categories are summarized as follows: For the Years Ended December 31, 2025 Change 2025 % 2024 % % Business integration services $ — — % $ 20,000 1.4 % (100.0 )% Digital advertising and marketing campaign services 8,706,740 100.0 % 1,417,848 98.6 % 535.2 % Total operating revenues $ 8,706,740 100.0 % $ 1,437,848 100.0 % 526.3 % 82 For the Years Ended December 31, 2024 Change 2024 % 2023 % % Business integration services $ 20,000 1.4 % $ 280,000 100.0 % (92.9 )% Digital advertising and marketing campaign services 1,417,848 98.6 % — — % 100.0 % Total operating revenues $ 1,437,848 100.0 % $ 280,000 100.0 % 413.5 % Cost of revenues Cost of revenues consists primarily of direct media costs from digital advertising and marketing campaign services and personnel costs (including salaries, social insurance and benefits) for employees involved with the Company’s operations and product support from business integration services.
Our liquidity needs are to meet our working capital requirements and operating expense obligations. To date, w e financed our operations through internally generated cash, short-term loans and payable from related parties and equity financing. Our working capital was approximately $6.23 million at December 31, 2024.
Our liquidity needs are to meet our working capital requirements and operating expense obligations. To date, w e financed our operations through internally generated cash, short-term loans and payable from related parties and equity financing. Our working capital was approximately $ 4.73 million at December 31, 2025.
Investing activities Net cash used in investing activities was approximately $1.0 million for the year ended December 31, 2024 was primarily attributable to the cash deposit in escrow account of approximately $5.1 million, acquisitions of property, plant and equipment of approximately $0.8 million and cash received from escrow account of $5 million.
Net cash used in investing activities was approximately $4.3 million for the year ended December 31, 2024 was primarily attributable to the cash deposit in escrow account of approximately $5.1 million, loan to third party of $7.5 million, acquisitions of property, plant and equipment of approximately $0.8 million and cash received from escrow account of $5 million.
Financing activities Net cash provided financing activities from continuing operations was approximately $10.0 million for the year ended December 31, 2024 and was attributable to proceeds from issuance of common stock under F3 of approximately $5.7 million and cash proceeds from acquisition of approximately $4.2 million .
Net cash provided by financing activities from continuing operations was approximately $5.7 million for the year ended December 31, 2024 and was attributable to proceeds from issuance of common stock under F3 of approximately $5.7 million .
Gross Profit Our gross profit for the years ended December 31, 2024, 2023 and 2022 was approximately $0.6 million, $0.2 million, and nil, respectively.
Gross Profit Our gross profit for the years ended December 31, 2025, 2024 and 2023 was approximately $2.9 million, $0.6 million, and $0.2 million, respectively.
We rely primarily on patent, copyright, trademark and trade secret laws, as well as confidentiality procedures, to protect our proprietary technologies and processes. We believe that the core of our business is comprised of our proprietary technologies, including our patented VoIP and other internet technologies and software copyrights. As a result, we strive to maintain a robust intellectual property portfolio.
We rely primarily on patent, copyright, trademark and trade secret laws, as well as confidentiality procedures, to protect our proprietary technologies and processes. 90 We believe that the core of our business is comprised of our proprietary technologies, including our patented VoIP and other internet technologies and software copyrights.
For the year ended December 31, 2023, two customers accounted for 64.3% and 35.7% of the Company’s total revenues, respectively. For the year ended December 31, 2022, none of customer accounted for more than 10.0% of the Company’s total revenues. As of December 31, 2024, two customers accounted for 52.3% and 46.8% of the total balance of accounts receivable.
For the year ended December 31, 2022, none of customer accounted for more than 10.0% of the Company’s total revenues. As of December 31, 2025, two customers accounted for 86.0% and 11.4% of the total balance of accounts receivable, respectively. As of December 31, 2024, two customers accounted for 52.3% and 46.8% of the total balance of accounts receivable.
Business integration services decreased by approximately $0.3 million, or 92.9%, to approximately $0.0 million for the year ended December 31, 2024 from $0.3 million for the year ended December 31, 2023. The decrease of approximately $0.3 million was mainly due to our less competitiveness in the market.
Business integration services decreased by approximately $0.02 million, or 100.0%, to nil for the year ended December 31, 2025 from $0.02 million for the year ended December 31, 2024. The decrease of approximately $0.02 million was mainly due to our less competitiveness in the market.
Key Components of Our Results of Operations Revenues consist of revenues from digital advertising and marketing campaign services and business integration solution services. 84 Revenue from digital advertising and marketing campaign services After the Acquisition in November 2024, we became to provide digital advertising and marketing campaign services to our customers and expected to expand the market in the maternal and infant vertical field, explore more customer opportunities and enhances our company’s value and competitiveness in the industry.
Revenue from digital advertising and marketing campaign services After the Acquisition in November 2024, we became to provide digital advertising and marketing campaign services to our customers and expected to expand the market in the maternal and infant vertical field, explore more customer opportunities and enhances our company’s value and competitiveness in the industry.
Our gross profit from our major revenue categories are summarized as follows: For the Years Ended December 31, 2024 For the Years Ended December 31, 2023 Change Percentage Change Digital advertising and marketing campaign services Gross profit $ 591,012 $ — $ 591,012 100.0 % Gross margin 41.7 % — % 41.7 % Business integration services Gross profit $ 1,600 $ 154,729 $ (153,129 ) (99.0 )% Gross margin 8.0 % 55.3 % (47.3 )% Total Gross profit $ 592,612 $ 154,729 $ 437,883 283.0 % Gross margin 41.2 % 55.3 % (14.1 )% 87 For the Years Ended December 31, 2023 For the Years Ended December 31, 2022 Change Percentage Change Digital advertising and marketing campaign services Gross profit $ — $ — $ — — % Gross margin — % — % — % Business integration services Gross profit $ 154,729 $ — $ 154,729 100.0 % Gross margin 55.3 % — % 55.3 % Total Gross profit $ 154,729 $ — $ 154,729 100.0 % Gross margin 55.3 % — % 55.3 % The gross profit margin for the three years ended December 31, 2024, 2023 and 2022 were approximately 41.2%, 55.3% and nil.
Our gross profit from our major revenue categories are summarized as follows: For the Years Ended December 31, 2025 For the Years Ended December 31, 2024 Change Percentage Change Digital advertising and marketing campaign services Gross profit $ 2,568,542 $ 591,012 $ 1,975,930 334.6 % Gross margin 29.5 % 41.7 % (12.2 )% Business integration services Gross profit $ — $ 1,600 $ (1,600 ) (100.0 )% Gross margin — % 8.0 % (8.0 )% Total Gross profit $ 2,568,542 $ 592,612 $ 2,274,994 333.4 % Gross margin 29.5 % 41.2 % (11.7 )% For the Years Ended December 31, 2024 For the Years Ended December 31, 2023 Change Percentage Change Digital advertising and marketing campaign services Gross profit $ 591,012 $ — $ 591,012 100.0 % Gross margin 41.7 % — % 41.7 % Business integration services Gross profit $ 1,600 $ 154,729 $ (153,129 ) (99.0 )% Gross margin 8.0 % 55.3 % (47.3 )% Total Gross profit $ 592,612 $ 154,729 $ 437,883 283.0 % Gross margin 41.2 % 55.3 % (14.1 )% 85 The gross profit margin for the three years ended December 31, 2025, 2024 and 2023 were approximately 29.5%, 41.2 % and 55.3%.
Such change was the result of the combination of the changes as discussed above. 89 Net income (loss) from discontinued operations On August 11, 2023, we entered into an equity transfer agreement (the “Agreement”) with CRservices, a shareholder of the Company, pursuant to which, we agreed to sell all the issued shares of Infobird HK, a limited company incorporated under the laws of Hong Kong and a wholly owned subsidiary of us, for a consideration of HK$10,000.
On August 11, 2023, we entered into an equity transfer agreement (the “Agreement”) with CRservices, a shareholder of the Company, pursuant to which, we agreed to sell all the issued shares of Infobird HK, a limited company incorporated under the laws of Hong Kong and a wholly owned subsidiary of us, for a consideration of HK$10,000.
Significant accounting estimates reflected in the Company’s consolidated financial statements mainly include, but are not limited to, allowance for credit losses, standalone selling price of each distinct performance obligation in revenue recognition.
Significant accounting estimates reflected in the Company’s consolidated financial statements mainly include, but are not limited to, impairment assessment of goodwill, determination of incremental borrowing rate for leases, valuation allowance for deferred tax assets, allowance for credit losses, standalone selling price of each distinct performance obligation in revenue recognition.
Pure Tech and its subsidiaries are a technology company specializing in digital advertising and marketing campaign for customers. With digital technology, Pure Tech develops effective and efficient online marketing strategies for customers.
Operating results Overview Pure Tech and its subsidiaries are a technology company specializing in digital advertising and marketing campaign for customers. With Pure Tech’s digital technologies, we strive to develop effective and efficient online marketing strategies for customers.
Quantitative and Qualitative Disclosures About Market Risk-Foreign Exchange Risk.” Results of Operations Comparison of Years Ended December 31, 2024 and 2023 and Comparison of Years Ended December 31, 2023 and 2022 For the Years Ended December 31, 2024 Change For the Years Ended December 31, 2023 Change 2024 2023 % 2023 2022 % Revenues $ 1,437,848 $ 280,000 413.5 % $ 280,000 $ — 100.0 % Cost of revenues 845,236 125,271 574.7 % 125,271 — 100.0 % Gross profit 592,612 154,729 283.0 % 154,729 — 100.0 % Selling expenses 438,596 — 100.0 % — — — % General and administrative expenses 1,873,646 3,311,155 (43.4 )% 3,311,155 897,411 269.0 % Research and development expenses 15,074 — 100.0 % — — — % Loss from operations (1,734,704 ) (3,156,426 ) (45.0 )% (3,156,426 ) (897,411 ) 251.7 % Other income (expense), net (344,783 ) (18,282,360 ) (98.1 )% (18,282,360 ) (1,637,911 ) 1,016.2 % (Benefit)/Provision for income taxes 21,008 — 100.0 % — — — % Net loss from continuing operations $ (2,100,495 ) $ (21,438,786 ) (90.2 )% $ (21,438,786 ) $ (2,535,322 ) 745.6 % Net income (loss) income from discontinued operations — 18,570,629 (100.0 )% 18,570,629 (13,650,763 ) (236.0 )% Net loss $ (2,100,495 ) $ (2,868,157 ) (26.8 )% $ (2,868,157 ) $ (16,186,085 ) (82.3 )% 86 Revenues Our total revenues for the years ended December 31, 2024, 2023 and 2022 were approximately $1.4 million, $0.3 million and nil, respectively.
Quantitative and Qualitative Disclosures About Market Risk-Foreign Exchange Risk.” Results of Operations Comparison of Years Ended December 31, 2025 and 2024 and Comparison of Years Ended December 31, 2024 and 2023 For the Years Ended December 31, 2025 Change For the Years Ended December 31, 2024 Change 2025 2024 % 2024 2023 % Revenues $ 8,706,740 $ 1,437,848 505.5 % $ 1,437,848 $ 280,000 413.5 % Cost of revenues 6,138,198 845,236 626.2 % 845,236 125,271 574.7 % Gross profit 2,568,542 592,612 333.4 % 592,612 154,729 283.0 % Selling expenses 1,504,483 438,596 243.0 % 438,596 — 100.0 % General and administrative expenses 2,612,675 1,873,646 39.4 % 1,873,646 3,311,155 (43.4 )% Research and development expenses 97,518 15,074 546.9 % 15,074 — 100.0 % Impairment of goodwill 54,765,074 — 100.0 % — — — % Loss from operations (56,411,208 ) (1,734,704 ) 3151.9 % (1,734,704 ) (3,156,426 ) (45.0 )% Other income (expense), net (792,180 ) (344,783 ) 129.8 % (344,783 ) (18,282,360 ) (98.1 )% (Benefit)/Provision for income taxes — 21,008 (100.0 )% 21,008 — 100.0 % Net loss from continuing operations $ (57,203,388 ) $ (2,100,495 ) 2623.3 % $ (2,100,495 ) $ (21,438,786 ) (90.2 )% Net income (loss) income from discontinued operations — — — % — 18,570,629 (100.0 )% Net loss $ (57,203,388 ) $ (2,100,495 ) 2623.3 % $ (2,100,495 ) $ (2,868,157 ) (26.8 )% Revenues Our total revenues for the years ended December 31, 2025, 2024 and 2023 were approximately $8.7 million, $1.4 million and $0.3 million, respectively.
Our success and future revenue growth may depend, in part, on our ability to protect our intellectual property as products and services that are material to our operating results incorporate patented technology. We have pursued rights in intellectual property since our founding and we focus our intellectual property efforts in China.
As a result, we strive to maintain a robust intellectual property portfolio. Our success and future revenue growth may depend, in part, on our ability to protect our intellectual property as products and services that are material to our operating results incorporate patented technology.
Our net loss was approximately $2.9 million for the year ended December 31, 2023, decreased by $13.3 million, or 82.3%, from net loss of approximately $16.2 million for the year ended December 31, 2022. Such change was the result of the combination of the changes as discussed above.
Net loss Our net loss was approximately $57.2 million for the year ended December 31, 2025, increased by $55.1 million, or 2,623.3%, from net loss of approximately $2.1 million for the year ended December 31, 2024. Such change was the result of the combination of the changes as discussed above.
(Benefit of) provision for income taxes We recorded income tax of $0.0 million, nil and nil for the years ended December 31, 2024, 2023 and 2022. We started digital advertising and marketing campaign services in Mainland China in 2024 and generated taxable income after the consideration of the differences between accounting policy and tax policy.
We started digital advertising and marketing campaign services in Mainland China in 2024 and generated taxable income after the consideration of the differences between accounting policy and tax policy.
Key Factors that Affect Operating Results Our management team monitors the following key operating metrics: Customer concentration Our customers are highly concentrated, and our revenue is highly affected by the number of our customers and the average revenue per customer. For the year ended December 31, 2024, two customers accounted for 71.8% and 26.0% of the Company’s total revenues, respectively.
Key Factors that Affect Operating Results Our management team monitors the following key operating metrics: 81 Customer concentration Our customers are highly concentrated, and our revenue is highly affected by the number of our customers and the average revenue per customer.
We may in the future initiate claims or litigation against third parties to determine the validity and scope of proprietary rights of others. In addition, we may in the future initiate litigation to enforce our intellectual property rights or to protect our trade secrets. Additional information about the risks relating to our intellectual property is provided under “Item 3.
In addition, we may in the future initiate litigation to enforce our intellectual property rights or to protect our trade secrets. Additional information about the risks relating to our intellectual property is provided under “Item 3. Key Information—D. Risk Factors—Risks Related to Intellectual Property.” D.
Our net income from discontinued operations was approximately $18.6 million for the year ended December 31, 2023, changed by $32.2 million, or (236.0)%, from net loss from discontinued operations of approximately $13.7 million for the year ended December 31, 2022.
Net income (loss) from discontinued operations Our net income from discontinued operations was approximately $18.6 million for the year ended December 31.
Future lease payments under operating leases as of December 31, 2024 were as follows: 92 December 31, 2024 2025 $ 199,197 2026 206,487 2027 99,541 Thereafter — Total undiscounted lease payments $ 527,761 Less imputed interest 22,536 Total lease liabilities $ 505,225 Contingencies From time to time, we are party to certain legal proceedings, as well as certain asserted and un-asserted claims.
Future lease payments under operating leases as of December 31, 2025 were as follows: December 31, 2025 2026 268,275 2027 104,725 Thereafter — Total undiscounted lease payments $ 373,000 Less imputed interest 9,172 Total lease liabilities $ 363,828 89 Contingencies From time to time, we are party to certain legal proceedings, as well as certain asserted and un-asserted claims.
Cost of Revenues Our cost of revenues for the years ended December 31, 2024, 2023 and 2022 was approximately $0.8 million, $0.1 million, and nil, respectively.
The decrease of approximately $0.26 million was mainly due to our less competitiveness in the market. 84 Cost of Revenues Our cost of revenues for the years ended December 31, 2025, 2024 and 2023 was approximately $6.1 million, $0.8 million, and $0.1 million, respectively.
The cash outflow was also attributable to the increase of due from discontinued operations by amount of $2.6 million during 2023. 91 Net cash used in operating activities from continuing operations was approximately $3.4 million for the year ended December 31, 2022, which was primarily attributable to net loss from continuing operations of approximately $2.5 million and the increase of due from discontinued operations by amount of $2.5 million during 2022.
The cash outflow was also attributable to the increase of due from discontinued operations by amount of $2.6 million during 2023. 88 Investing activities Net cash used in investing activities was nil for the year ended December 31, 2025 as there were no investing activities during the period.
Our capital expenditures were $0.8 million and nil for the year ended December 31, 2024 and 2023, respectively. We intend to fund our future capital expenditures with our existing cash balance, bank loans and net proceeds from our F-3 offering. Lease commitments We leases office space under non-cancelable operating lease agreements, which end at various dates in 2027.
Commitments and Contingencies Capital expenditures Our capital expenditures were nil and $0.8 million for the years ended December 31, 2025 and 2024, respectively, which incurred primarily in connection with payment of property and equipment and software. We intend to fund our future capital expenditures with our existing cash balance, bank loans and net proceeds from our F-3 offering.
The following summarizes the key components of our cash flows for the years ended December 31, 2024, 2023 and 2022: For the Years Ended December 31, 2024 2023 2022 Net cash used in operating activities from continuing operations $ (4,248,112 ) $ (5,335,062 ) $ (3,409,279 ) Net cash provided by (used in) operating activities from discontinued operations — 2,615,101 (1,814,592 ) Net cash used in investing activities from continuing operations (982,863 ) (47,387,762 ) (4,800,000 ) Net cash provided by (used in) investing activities from discontinued operations — 14,054 (470,805 ) Net cash provided by financing activities from continuing operations 9,910,373 52,567,008 5,794,924 Net cash (used in) provided by financing activities from discontinued operations — (2,997,269 ) (255,827 ) Effect of exchange rate change (38,332 ) (28,715 ) (299,017 ) Net change in cash $ 4,641,066 $ (552,645 ) $ (5,254,596 ) Operating activities Net cash used in operating activities from continuing operations was approximately $4.2 million for the year ended December 31, 2024, which was primarily attributable to net loss from continuing operations of approximately $2.1 million, loan receivables of $7.5 million and other receivable of approximately $4.9 million.
The following summarizes the key components of our cash flows for the years ended December 31, 2025, 2024 and 2023: For the Years Ended December 31, 2025 2024 2023 Net cash provided by (used in) operating activities from continuing operations $ (521,734 ) $ 3,251,888 $ (5,335,062 ) Net cash provided by (used in) operating activities from discontinued operations — — 2,615,101 Net cash used in investing activities from continuing operations — (4,269,886 ) (47,387,762 ) Net cash provided by (used in) investing activities from discontinued operations — — 14,054 Net cash provided by financing activities from continuing operations 645,024 5,697,396 52,567,008 Net cash (used in) provided by financing activities from discontinued operations — — (2,997,269 ) Effect of exchange rate change 296,302 (38,332 ) (28,715 ) Net change in cash $ 419,592 $ 4,641,066 $ (552,645 ) Operating activities Net cash provided by operating activities from continuing operations was approximately $0.5 million for the year ended December 31, 2025, which was primarily attributable to net loss from continuing operations of approximately $57.2 million and various non-cash items of approximately $55.6 million, such as impairment of goodwill and imputed interest expense.
For the year ended December 31, 2024, other expenses, net decreased by approximately $18.0 million, or 98.1% compared to the year ended December 31, 2023. The decrease was mainly due to the impairment of due from discontinued operations decreased about $17.6 million.
The increase was mainly due to interest expense of approximately $0.5 million incurred on the conversion of convertible bonds in January 2025. 86 For the year ended December 31, 2024, other expenses, net decreased by approximately $18.0 million, or 98.1% compared to the year ended December 31, 2023.
Our patent strategy is designed to provide a balance between the need for coverage in our strategic market and the need to maintain reasonable costs. We believe our rights to patents, copyrights, trademarks and other intellectual property rights serve to distinguish and protect our products from infringement and contribute to our competitive advantages.
We have pursued rights in intellectual property since our founding and we focus our intellectual property efforts in China. Our patent strategy is designed to provide a balance between the need for coverage in our strategic market and the need to maintain reasonable costs.
In addition, any rights granted under any of our existing or future patents, copyrights or trademarks may not provide meaningful protection or any commercial advantage to us. With respect to our other proprietary rights, it may be possible for third parties to copy or otherwise obtain and use proprietary technology without authorization or to develop similar technology independently.
With respect to our other proprietary rights, it may be possible for third parties to copy or otherwise obtain and use proprietary technology without authorization or to develop similar technology independently. We may in the future initiate claims or litigation against third parties to determine the validity and scope of proprietary rights of others.
Business integration services increased by approximately $0.1 million, or 100.0%, to approximately $0.1 million for the year ended December 31, 2023 from nil for the year ended December 31, 2022. The increase of approximately $0.1 million was in line with the increase trend of the revenue.
The cost of business integration services consists primarily of direct media costs decreased by $18,400, or 100.0%, to nil for the year ended December 31, 2025 from $18,400 for the year ended December 31, 2024. The decrease of $18,400 was also mainly in line with the decrease trend of revenue.
As of December 31, 2024, our operating leases had a weighted average remaining lease term of 2.58 years and a weighted average discount rate of 3.66%.
Lease commitments We leases office space under non-cancelable operating lease agreements, which end at various dates in 2027. As of December 31, 2025, our operating leases had a weighted average remaining lease term of 1.50 years and a weighted average discount rate of 3.66%.
Our net loss from continuing operations was approximately $21.4 million for the year ended December 31, 2023, increased by 18.9 million, or 745.6%, from net loss from continuing operations of approximately $2.5 million for the year ended December 31, 2022.
Net loss from continuing operations Our net loss from continuing operations was approximately $57.2 million for the year ended December 31, 2025, increased by $55.1 million, or 2,623.3%, from net loss from continuing operations of approximately $2.1 million for the year ended December 31, 2024. Such change was the result of the combination of the changes as discussed above.
General and administrative expenses increased by $2.4 million, or 269.0% to $3.3 million for the year ended December 31, 2023 from $0.9 million for the year ended December 31, 2022.
Selling expenses Selling expenses were approximately $1.5 million, $0.4 million and nil for the years ended December 31, 2025, 2024 and 2023, respectively. For the year ended December 31, 2025, selling expenses increased by approximately $1.1 million, or 243.0% compared to the year ended December 31, 2024.
Net cash provided by financing activities from continuing operations was approximately $5.8 million for the year ended December 31, 2022 and was primarily attributable to the proceeds from issuance of convertible notes in 2022, which were approximately $5.0 million. Commitments and Contingencies Capital expenditures Our capital expenditures were incurred primarily in connection with payment of property and equipment and software.
Financing activities Net cash provided by financing activities from continuing operations was approximately $0.6 million for the year ended December 31, 2025 and was attributable to additional short-term bank loans of approximately $0.6 million .
As of December 31, 2024, we had rights to 1 patent, 31 software copyrights, and 1 registered trademark. We cannot assure you that any patents or copyrights will be issued from any of our pending applications.
We cannot assure you that any patents or copyrights will be issued from any of our pending applications. In addition, any rights granted under any of our existing or future patents, copyrights or trademarks may not provide meaningful protection or any commercial advantage to us.
For the year ended December 31, 2023, other expenses, net increased by approximately $16.6 million, or 1,016.2% compared to the year ended December 31, 2022. The increase was mainly due to the impairment of due from discontinued operations for about $17.6 million.
The decrease was mainly due to the impairment of due from discontinued operations decreased about $17.6 million. (Benefit of) provision for income taxes We recorded income tax of nil, $21,008 and nil for the years ended December 31, 2025, 2024 and 2023.
Selling expenses Selling expenses consists primarily of promotion fees and personnel expenses (including salaries, social insurance and benefits) for employees involved in expand market, which increased by approximately $0.4 million, or 100.0%, to approximately $0.4 million for the year ended December 31, 2024 from approximately nil for the year ended December 31, 2023.
The increase was mainly attributable to our intensified marketing activities aimed at expanding market presence and visibility. For the year ended December 31, 2024, selling expenses increased by approximately $0.4 million, or 100.0% compared to the year ended December 31, 2023. The increase was mainly attributable to the needs to develop our new business after the acquisition in November 2024.
Removed
Operating results Overview On August 11, 2023, the Company entered into the Agreement with CRservices, a Mahé Island limited company and a shareholder of the Company, pursuant to which, the Company agreed to sell all the issued shares of Infobird HK, for a consideration of HK$10,000.
Added
Our current emphasis and goals primarily include implementing precision targeting and personalized audience engagement through data analytic and online multi-platforms via our Acquisitions. Our service portfolio includes social media marketing, search engine optimization, and strategic content distribution, all designed to optimize customer acquisition, campaign performance, and conversion rate enhancement.
Removed
Infobird HK owns 100% of the equity interests of the WFOE, which, in turn, controls the VIE and its subsidiaries, through a series of contractual arrangements in the PRC Infobird HK, through the VIE and its subsidiaries, is engaged in the software-as-a-service, or SaaS business, providing AI-powered, or artificial intelligence enabled, customer engagement solutions in China, held substantially all of the assets of the Company and generated substantially all of the revenues of the Company prior to the Sale.
Added
For the year ended December 31, 2025, two customers accounted for 80.7% and 11.3% of the Company’s total revenues, respectively. For the year ended December 31, 2024, two customers accounted for 71.8% and 26.0% of the Company’s total revenues, respectively. For the year ended December 31, 2023, two customers accounted for 64.3% and 35.7% of the Company’s total revenues, respectively.
Removed
Pursuant to the Agreement, upon execution of the Agreement, the Company will no longer be involved in the business operation of Infobird HK and relinquish all rights and interests in the allocation of Infobird HK’s property and profits. The sale was completed on the same day. Upon completion, the Company ceased to have any business operation in mainland China.
Added
Key Components of Our Results of Operations Revenues consist of revenues from digital advertising and marketing campaign services and business integration solution services.
Removed
As previously announced, in July 2023, the Company formed Inforbird Technologies Limited, a Hong Kong corporation and wholly owned subsidiary, through which the Company commenced operations in Hong Kong. 83 On June 28, 2024 and July 31, 2024, Infobird Co., Ltd entered into an equity acquisition agreement and an amendment to the equity acquisition agreement (the “Equity Acquisition Agreement”) with Shangri-La Trading Limited (the “Seller”), in a single transaction, to acquire 65% of the issued and outstanding equity of Pure Tech at closing.
Added
Digital advertising and marketing campaign services increased by approximately $7.3 million, or 505.5%, to approximately $8.7 million for the year ended December 31, 2025 from $1.4 million for the year ended December 31, 2024.
Removed
Pure Tech which in turn indirectly wholly controls Pinmu Century, a variable interest entity, and its subsidiaries, and Zhenxi Brand, a variable interest entity, and its subsidiaries.
Added
The increase of approximately $7.3 million was driven by a full year of contribution from the business acquired in November 2024, compared to just one month of operations in the prior year.
Removed
The aggregate purchase price for the equity acquisition was approximately $40.0 million, inclusive of transaction costs, and was funded using the cash on hand of $33 million and a promissory note of $7 million . The acquisition closed in November 2024.
Added
Business integration services decreased by approximately $0.26 million, or 92.9%, to approximately $0.02 million for the year ended December 31, 2024 from $0.28 million for the year ended December 31, 2023.
Removed
On December 6, 2024, we entered into an equity acquisition agreement with One One Business Limited, in a single transaction, to acquire 32% of the issued and outstanding equity of Pure Tech. The acquisition closed in December 2024.
Added
The cost of digital advertising and marketing campaign services consists primarily of direct media costs, which increased by approximately $5.3 million, or 626.2%, to approximately $6.1 million for the year ended December 31, 2025 from $0.8 million for the year ended December 31, 2024. The increase of approximately $5.3 million was mainly in line with the increase trend of revenue.
Removed
The Company paid $19.8 million in cash and issued a senior convertible note in the principal amount of US$5,953,095 (the “December 2024 Convertible Note”). After closing, the Company has become the legal and beneficial owner of 97% of the issued and outstanding equity of Pure Tech.
Added
General and Administrative Expenses General and administrative expenses were approximately $2.6 million, $1.9 million and $3.3 million for the years ended December 31, 2025, 2024 and 2023, respectively, including allowance of credit losses and other general and administrative expenses.
Removed
Business integration services increased by approximately $0.3 million, or 100.0%, to approximately $0.3 million for the year ended December 31, 2023 from nil for the year ended December 31, 2022. The increase of approximately $0.3 million was mainly because that we started our business focus on Hong Kong and other parts of Southeast Asia, and Europe in July 2023.
Added
For the year ended December 31, 2025, general and administrative expenses increased by $0.7 million, or 39.4% to $2.6 million for the year ended December 31, 2025 compared to the year ended December 31, 2024, which was mainly due to due to higher personnel and rental costs associated with new business operations initiated the following acquisition in November 2024.
Removed
The increase was mainly due to the needs to develop our new business after the acquisition in November 2024. General and Administrative Expenses General and administrative expenses include allowance of credit losses and other general and administrative expenses.
Added
Impairment of goodwill The Company recognized an impairment loss on goodwill of $54,765,074 during the year ended December 31, 2025 due to the assessment of the operating results and the decrease of birth rate in China. For the years ended December 31, 2024 and 2023, impairment of goodwill were both nil.
Removed
Specifically, the allowance of credit losses increased by $1.9 million, or 100.0% to $1.9 million for the year ended December 31, 2023 from nil for the year ended December 31, 2022, which was mainly due to our expectation of the receivables from our short-term buyers that we still not received as of the report date, and other general and administrative expenses increased by approximately $0.5 million, or 58.5%, to approximately $1.4 million for the year ended December 31, 2023 from approximately $0.9 million for the year ended December 31, 2022, which was mainly due to our legal counsels and other third parties provide more services on our SEC filings and consultation fee of our sales of Infobird International Limited 88 Other income (expense), net Total other income (expenses), net were approximately $(0.3) million, $(18.3) million, and $(1.6) million for the years ended December 31, 2024, 2023 and 2022, respectively.
Added
Other income (expense), net Total other income (expenses), net were approximately $(0.8) million, $(0.3) million and $(18.3) million for the years ended December 31, 2025, 2024 and 2023, respectively. For the year ended December 31, 2025, other expenses, net increased by approximately $0.5 million, or 129.8% compared to the year ended December 31, 2024.
Removed
The change was primarily due to (i) the proceeds from the sale of discontinued operations by amount of $22.9 million, and(ii) the decrease of our discontinued operations’ scale during the year ended December 31, 2023.
Added
The cash inflows were also attributable to the decrease of notes receivable by amount of $0.4 million, increase of accounts payable by amount of $0.4 million.
Removed
Key Information—D. Risk Factors—Risks Related to Intellectual Property.” 94 D.
Added
Net cash provided by operating activities from continuing operations was approximately $3.3 million for the year ended December 31, 2024, which was primarily attributable to net loss from continuing operations of approximately $2.1 million and decrease of other receivable of approximately $4.9 million.
Added
We believe our rights to patents, copyrights, trademarks and other intellectual property rights serve to distinguish and protect our products from infringement and contribute to our competitive advantages. As of December 31, 2025, we had rights to 1 patent, 43 software copyrights, and 1 registered trademark.

Item 6. [Reserved]

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

24 edited+9 added−9 removed38 unchanged
On August 3, 2023, we sold an aggregate of 44,117,648 ordinary shares, par value $0.025 per share, at a purchase price per share of $0.34, to certain accredited investors. 101 On December 22, 2023, we entered into a securities purchase agreement with Fundex SPC-Fundora SP (“Fundex”), pursuant to which we may require Fundex to purchase up to $20,000,000 (the “Commitment Amount”) in ordinary shares plus 471,698 additional ordinary shares, par value $0.5 per share, of the Company, over a term that will commence on December 22, 2023, and will end on the earlier of (i) December 31, 2024 (the “Commitment Date”); (ii) the date on which Fundex shall have made payment for ordinary shares equal to the Commitment Amount (the “Commitment Period”); or (iii) written notice of termination by the Company to the Investor pursuant to the SPA.
On August 3, 2023, we sold an aggregate of 44,117,648 ordinary shares, par value $0.025 per share, at a purchase price per share of $0.34, to certain accredited investors. 96 On December 22, 2023, we entered into a securities purchase agreement with Fundex SPC-Fundora SP (“Fundex”), pursuant to which we may require Fundex to purchase up to $20,000,000 (the “Commitment Amount”) in ordinary shares plus 471,698 additional ordinary shares, par value $0.5 per share, of the Company, over a term that will commence on December 22, 2023, and will end on the earlier of (i) December 31, 2024 (the “Commitment Date”); (ii) the date on which Fundex shall have made payment for ordinary shares equal to the Commitment Amount (the “Commitment Period”); or (iii) written notice of termination by the Company to the Investor pursuant to the SPA.
The nomination and governance committee will be responsible for, among other things: ● recommending nominees to our board of directors for election or re-election to our board of directors and for appointment to fill any vacancy on our board of directors; ● reviewing periodically the composition of our board of directors and its committees; ● recommending directors to serve as members of the committees of our board of directors; ● reviewing and recommending corporate governance principles applicable to us; and ● overseeing evaluations of our board of directors, individual directors and the committees of our board of directors.
The nomination and governance committee will be responsible for, among other things: 95 ● recommending nominees to our board of directors for election or re-election to our board of directors and for appointment to fill any vacancy on our board of directors; ● reviewing periodically the composition of our board of directors and its committees; ● recommending directors to serve as members of the committees of our board of directors; ● reviewing and recommending corporate governance principles applicable to us; and ● overseeing evaluations of our board of directors, individual directors and the committees of our board of directors.
The compensation committee will be responsible for, among other things: 99 ● reviewing and making recommendations to our board of directors regarding the salaries and other compensation of our executive officers; ● reviewing and making recommendations to our board of directors regarding compensation of our directors; ● reviewing and approving, or making recommendations to our board of directors, regarding, equity incentive plans, compensation plans and similar programs or arrangements; and ● selecting, at its discretion, compensation consultants, legal counsel and other advisors.
The compensation committee will be responsible for, among other things: ● reviewing and making recommendations to our board of directors regarding the salaries and other compensation of our executive officers; ● reviewing and making recommendations to our board of directors regarding compensation of our directors; ● reviewing and approving, or making recommendations to our board of directors, regarding, equity incentive plans, compensation plans and similar programs or arrangements; and ● selecting, at its discretion, compensation consultants, legal counsel and other advisors.
Share Ownership The following table sets forth information with respect to the beneficial ownership of our ordinary shares as of March 31, 2025 for: ● each person known to us to beneficially own 5% or more of our outstanding ordinary shares; ● each of our directors and executive officers; and ● all of our directors and executive officers as a group.
Share Ownership The following table sets forth information with respect to the beneficial ownership of our ordinary shares as of March 31, 2026 for: ● each person known to us to beneficially own 5% or more of our outstanding ordinary shares; ● each of our directors and executive officers; and ● all of our directors and executive officers as a group.
Percentage ownership calculations are based on 8,188,574 ordinary shares outstanding as of March 31, 2025. On December 23, 2022, we issued the 2022 CB in the aggregate principal amount of US$6.25 million.
Percentage ownership calculations are based on 8,188,574 ordinary shares outstanding as of March 31, 2026. On December 23, 2022, we issued the 2022 CB in the aggregate principal amount of US$6.25 million.
Our company has the right to seek damages if a duty owed by any of our directors is breached. Composition of Our Board of Directors Our board of directors currently consists of five directors. Our board of directors has determined that each of Qian Qu and Shaoyang E is an “independent director” as defined under the Nasdaq rules.
Our company has the right to seek damages if a duty owed by any of our directors is breached. Composition of Our Board of Directors Our board of directors currently consists of five directors. Our board of directors has determined that each of Qian Qu and Zhihua Chen is an “independent director” as defined under the Nasdaq rules.
D. Employees As of December 31, 2024, we had 55 full- time employees. None of our employees are represented by a labor union or covered by a collective bargaining agreement. We have never experienced any employment related work stoppages, and we consider our relations with our employees to be good. 100 E.
D. Employees As of December 31, 2025, we had 48 full-time employees. None of our employees are represented by a labor union or covered by a collective bargaining agreement. We have never experienced any employment related work stoppages, and we consider our relations with our employees to be good. E.
Nomination and Governance Committee Shaoyang E and Yiting Song serve as members of the nomination and governance committee. Shaoyang E serves as the chair of the nomination and governance committee. Shaoyang E satisfies the independence requirements of the Nasdaq rules and the independence standards of Rule 10A-3 under the Exchange Act.
Nomination and Governance Committee Zhihua Chen and Yiting Song serve as members of the nomination and governance committee. Zhihua Chen serves as the chair of the nomination and governance committee. Zhihua Chen satisfies the independence requirements of the Nasdaq rules and the independence standards of Rule 10A-3 under the Exchange Act.
Compensation Committee Yiting Song and Shaoyang E serve as members of the compensation committee. Yiting Song serves as the chair of the compensation committee. Shaoyang E satisfies the independence requirements of the Nasdaq rules and the independence standards of Rule 10A-3 under the Exchange Act.
Compensation Committee Yiting Song and Zhihua Chen serve as members of the compensation committee. Yiting Song serves as the chair of the compensation committee. Zhihua Chen satisfies the independence requirements of the Nasdaq rules and the independence standards of Rule 10A-3 under the Exchange Act.
We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our directors and executive officers. 97 Equity Awards We have not granted any equity awards to our directors or executive officers during the calendar year ended December 31, 2024 .
We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our directors and executive officers. Equity Awards We have not granted any equity awards to our directors or executive officers during the years ended December 31, 2025, 2024 and 2023.
A director is not required to hold any of our shares to qualify to serve as a director. 98 Terms of Directors and Executive Officers Each of our directors holds office until the earliest to occur of (i) the expiration of his or her term as provided in his or her written agreement with the Company, if any, and the election or appointment of his or her successor, (ii) his or her resignation, or (iii) his or her removal in accordance with our amended and restated articles of association notwithstanding any agreement between him or her and the Company.
Terms of Directors and Executive Officers Each of our directors holds office until the earliest to occur of (i) the expiration of his or her term as provided in his or her written agreement with the Company, if any, and the election or appointment of his or her successor, (ii) his or her resignation, or (iii) his or her removal in accordance with our amended and restated articles of association notwithstanding any agreement between him or her and the Company.
The audit committee is comprised of Qian Qu and Shaoyang E. The compensation committee is comprised of Yiting Song and Shaoyang E. The nomination and governance committee is comprised of Shaoyang E and Yiting Song. Audit Committee Qian Qu and Shaoyang E serve as members of the audit committee. Qian Qu serves as the chair of the audit committee.
The audit committee is comprised of Qian Qu and Zhihua Chen. The compensation committee is comprised of Yiting Song and Zhihua Chen. The nomination and governance committee is comprised of Zhihua Chen and Yiting Song. 94 Audit Committee Qian Qu and Zhihua Chen serve as members of the audit committee. Qian Qu serves as the chair of the audit committee.
The information is not necessarily indicative of beneficial ownership for any other purpose. 102 Except as otherwise indicated in the table below, addresses of our directors, executive officers and named beneficial owners are in care of Infobird Co., Ltd, Room 706, 7/F, Low Block, Grand Millennium Plaza, 181 Queen’s Road Central, Central, Hong Kong.
Except as otherwise indicated in the table below, addresses of our directors, executive officers and named beneficial owners are in care of Infobird Co., Ltd, Room 706, 7/F, Low Block, Grand Millennium Plaza, 181 Queen’s Road Central, Central, Hong Kong.
Except as otherwise indicated, all of the shares reflected in the table are ordinary shares and all persons listed below have sole voting and investment power with respect to the shares beneficially owned by them, subject to applicable community property laws.
Except as otherwise indicated, all of the shares reflected in the table are ordinary shares and all persons listed below have sole voting and investment power with respect to the shares beneficially owned by them, subject to applicable community property laws. The information is not necessarily indicative of beneficial ownership for any other purpose.
Name Age Position Cheuk Yee Li 39 Chief Executive Officer, Chairman of the Board of Directors and Director Yimin Wu 58 Director and President Yiting Song (2)(3) 39 Director and Chief Financial Officer Qian Qu (1) 39 Independent Director Shaoyang E (1)(2)(3) 39 Independent Director (1) Member of audit committee. (2) Member of compensation committee.
Name Age Position Xiangyang Wen 39 Chief Executive Officer, Chairman of the Board of Directors and Director Yiting Song (2)(3) 40 Director and Chief Financial Officer Qian Qu (1) 40 Independent Director Zhihua Chen (1)(2)(3) 30 Independent Director Cheuk Yee Li 40 Independent Director 91 (1) Member of audit committee. (2) Member of compensation committee.
From November 2011 to September 2012, Ms. Li served as sales executive of Hellmann Worldwide Logistics, a logistics services company. From April 2008 to November 2011, Ms. Li served as customer services executive of Panalpina China Limited, a transportation services company. Ms.
Li served as sales executive of Hellmann Worldwide Logistics, a logistics services company. From April 2008 to November 2011, Ms. Li served as customer services executive of Panalpina China Limited, a transportation services company. Ms. Li received a Bachelor’s Degree in Social Sciences from Open Universities of Hong Kong in December 2011. Ms.
Song served as financial director of Beijing Weige Investment Ltd, a company that provides investment management and consulting services. Ms. Song received a Bachelor’s Degree in Accounting from Tianjin University of Finance & Economics. Qian Qu has served as a member of our board of directors since October 2022. Ms.
Song received a Bachelor’s Degree in Accounting from Tianjin University of Finance & Economics. Qian Qu has served as a member of our board of directors since October 2022. Ms. Qu has served as financial director of Beijing Yunyingbao Technology Ltd, an internet e-commerce company, since March 2020. From April 2016 to March 2020, Ms.
Song has served as vice president of the investment management department of Gujia (Beijing) Technology Co., Ltd., a technology company that focuses on investment banking and asset management, since July 2019. From November 2018 to March 2019, Ms. Song served as financial manager of Beijing Zhenyanlishe Trading Ltd, an internet e-commerce company. From April 2016 to October 2018, Ms.
From November 2018 to March 2019, Ms. Song served as financial manager of Beijing Zhenyanlishe Trading Ltd, an internet e-commerce company. From April 2016 to October 2018, Ms. Song served as financial director of Beijing Weige Investment Ltd, a company that provides investment management and consulting services. Ms.
We have also entered into director agreements with each of our directors which agreements set forth the terms and provisions of their engagement. Compensation of Director and Executive Officers For the year ended December 31, 2024, we paid an aggregate of approximately $0.2 million in cash to our directors and executive officers.
Compensation of Director and Executive Officers For the year ended December 31, 2025, 2024 and 2023, we paid an aggregate of approximately $0.15 million, $0.2 million and $0.1 million, respectively, in cash to our directors and executive officers.
Name of Beneficial Owners Number of Shares Beneficially Owned Percentage of Shares Beneficially Owned Directors and Executive Officers: Cheuk Yee Li — — Yiting Song — — Yimin Wu (1) 1,815 0.022 % Shaoyang E — — Qian Qu — — All directors and executive officers as a group (5 persons) 1,815 0.022 % (1) Represents 1,815 ordinary shares held directly by CRservices Limited.
Name of Beneficial Owners Number of Shares Beneficially Owned Percentage of Shares Beneficially Owned Directors and Executive Officers: Xiangyang Wen — — Yiting Song — — Qian Qu (1) — — Zhihua Chen — — Cheuk Yee Li — — All directors and executive officers as a group (5 persons) — — 97 F.
(3) Member of nomination and governance committee. Cheuk Yee Li has served as a member of our board of directors since October 2022, our chief executive officer since November 2022, and the chairman of our board of directors since March 2023. Ms. Li has served as senior unit manager of Prudential Hong Kong Limited, an insurance company, since September 2012.
Li previously served as the chief executive officer from November 2022 to May 2025 and the chairperson of the board of directors from March 2023 to May 2025 of Infobird Co.. Ms. Li has served as senior unit manager of Prudential Hong Kong Limited, an insurance company from September 2012 to December 2022. From November 2011 to September 2012, Ms.
Incentive Compensation We do not maintain any cash incentive or bonus programs and did not maintain any such programs during the year ended December 31, 2024. C. Board Practices Board of Directors Duties of Directors Under Cayman Islands law, our board of directors has the powers necessary for managing, and for directing and supervising, our business affairs.
Board Practices Board of Directors Duties of Directors Under Cayman Islands law, our board of directors has the powers necessary for managing, and for directing and supervising, our business affairs.
Qu served as senior audit manager of KCCW Accountancy Corp, a public accounting and consulting firm. Ms. Qu received a Bachelor’s Degree in Accounting from Tsinghua University. Shaoyang E has served as a member of our board of directors since March 2023. Mr. E is the general manager of Shanghai Junmeng Network Technology Co., Ltd. (“Junmeng”).
Qu served as financial director of Jiangsu Seif Green Food Development Ltd, a trading company. From May 2015 to April 2016, Ms. Qu served as senior audit manager of KCCW Accountancy Corp, a public accounting and consulting firm. Ms. Qu received a Bachelor’s Degree in Accounting from Tsinghua University. Zhihua Chen is an independent director of the Company.
Wu received a Bachelor’s Degree and a Master’s Degree in Computer Sciences from Tsinghua University. Yiting Song has served as a member of our board of directors since October 2022, and our chief financial officer since November 2022. Ms.
Yiting Song has served as a member of our board of directors since October 2022, and our chief financial officer since November 2022. Ms. Song has served as vice president of the investment management department of Gujia (Beijing) Technology Co., Ltd., a technology company that focuses on investment banking and asset management, since July 2019.
Removed
Li received a Bachelor’s Degree in Social Sciences from Open Universities of Hong Kong. 95 Yimin Wu has served as a member of our board of directors since March 2020, the chairman of our board of directors from June 2020 to March 2023, and our chief executive officer from May 2020 to November 2022. Mr.
Added
(3) Member of nomination and governance committee. Xiangyang Wen is our Chief Executive Officer, Chairman of the Board, President and Director of the Company. Since March 2022, Mr. Wen has been serving as the chief executive officer of Dixinguangnian (Kunming) Technology Co., Ltd., a digital communications manufacturing company. From November 2022 and March 2023, Mr.
Removed
Wu founded Infobird Beijing, the VIE, in October 2001 and has served as the chairman of the board of directors and chief executive officer of Infobird Beijing since such time. Mr. Wu is also a shareholder of Infobird Beijing. From August 1990 to March 1993, Mr.
Added
Wen has served as an independent director of Infobird Co., Ltd.. From July 2019 to August 2021, Mr. Wen has served as product manager of China Minsheng Banking Corp., Ltd, a prominent Chinese bank. Mr. Wen received a Bachelor’s Degree in Japanese from Yunnan University, China.
Removed
Wu served as software engineer of the Software Center of Tsinghua University and was sent to the United States to co-develop HP_UX operating system at HP, Inc., an American multinational information technology company. From April 1993 to May 2000, Mr.
Added
Since January 2025, Mr. Chen has been serving as the marketing operations director of Yunnan Trace Technology Co, Ltd. From May 2022 to January 2025, Mr. Chen served as a market department specialist of Shenzhen Xingyin Information Technology Co, Ltd. From July 2018 to March 2022, Mr. Chen served as a marketing assistant of Shanghai Qiaobu Technology Co., Ltd. Mr.
Removed
Wu served as general manager of Beijing Jing Zhou Computers, Co., Ltd., a company responsible for marketing and developing interactive voice response systems. From July 2000 to October 2001, Mr. Wu served as general manager of Beijing Jing Zhou Rong Hua Internet Technology, Co., Ltd., a company responsible for developing middleware for call centers. Mr.
Added
Chen received an associate degree in management science from Kunming Vocational and Technical College of Industry, People’s Republic of China. Cheuk Yee Li has been our Independent Director since May 2025. Ms.
Removed
Qu has served as financial director of Beijing Yunyingbao Technology Ltd, an internet e-commerce company, since March 2020. From April 2016 to March 2020, Ms. Qu served as financial director of Jiangsu Seif Green Food Development Ltd, a trading company. From May 2015 to April 2016, Ms.
Added
Li is currently pursuing an MBA at the University of Birmingham, which began in July 2024. Family Relationships There are no family relationships between our directors or executive officers. 92 B.
Removed
Prior to joining Junmeng, he was the founder and chief executive officer of Beijing DaoYi Network Technology Co., Ltd. from April 2017 to January 2022. Prior to that, he was the vice president at Baidu Game from February 2015 to January 2017. Mr.
Added
We have also entered into director agreements with each of our directors which agreements set forth the terms and provisions of their engagement.
Removed
E received his bachelor degree in Computational Science and Technology from North East University and his EMBA from the Guanghua School of Management of Peking University. Family Relationships There are no family relationships between our directors or executive officers. 96 B.
Added
Incentive Compensation We do not maintain any cash incentive or bonus programs and did not maintain any such programs during the years ended December 31, 2025, 2024 and 2023. 93 C.
Removed
Yimin Wu, the chairman of our board of directors, is the sole director and shareholder of CRservices Limited. The registered address of CRservices Limited, a Republic of Seychelles company, is 306 Victoria House, Victoria, Mahé, Seychelles.
Added
A director is not required to hold any of our shares to qualify to serve as a director.
Removed
Yimin Wu, the chairman of our board of directors, is the sole director and shareholder of CRservices Limited and may be deemed to hold voting and dispositive power over the ordinary shares held by CRservices Limited. F. Disclosure of Action to Recover Erroneously Awarded Compensation
Added
Disclosure of Action to Recover Erroneously Awarded Compensation

Item 7. Management's Discussion & Analysis

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

6 edited+1 added−0 removed5 unchanged
The table below sets forth the major related parties and their relationships with the Company as of December 31, 2024 and 2023: Name of related Party Relationship Beijing Runmei advertising Co., LTD (“Runmei”) Under control of the shareholder of Zhenxi Brand CRservices Under control of the Chairman of the Board of Directors 103 Subscription receivable As of December 31, 2024 and 2023, the balance of subscription receivable were nil and $1,184,676, respectively.
The table below sets forth the major related parties and their relationships with the Company as of December 31, 2025, 2024 and 2023: Name of related Party Relationship Beijing Runmei advertising Co., LTD (“Runmei”) Under control of the shareholder of Zhenxi Brand CRservices Under control of the Chairman of the Board of Directors Subscription receivable As of December 31, 2025 and 2024, the balance of subscription receivable were both nil.
History and Development of the Company.” 104 Policies and Procedures for Related Party Transactions Our board of directors has created an audit committee which is tasked with review and approval of all related party transactions.
Contractual Arrangements with the VIE and its Shareholders See “Item 4. Information on the Company—A. History and Development of the Company.” Policies and Procedures for Related Party Transactions Our board of directors has created an audit committee which is tasked with review and approval of all related party transactions.
Net proceeds of $1,184,676 were received on January 10, 2024 for the issuance of common shares to investors on December 28, 2023. Due from related party As of December 31, 2024 and 2023, the balance of due from related parties are set out below.
Net proceeds of $1,184,676 were received on January 10, 2024 for the issuance of common shares to investors on December 28, 2023.
December 31, 2024 December 31, 2023 Beijing Runmei advertising Co., LTD 247,328 — CRservices — 1,279 Total 247,328 1,279 Due from discontinued operations, net December 31, 2024 December 31, 2023 Due from discontinued operations $ 17,632,181 $ 17,632,181 Allowance for expected credit losses $ (17,632,181 ) $ (17,632,181 ) Due from discontinued operations, net $ — $ — After the Company disposed the discontinued operation entities, those entities continued in the decline of the scale of operation and in the increase of operating losses, which made the collectability of the receivables in doubt.
Due from discontinued operations, net Due from discontinued operations, net consist of the following: December 31, 2025 December 31, 2024 Due from discontinued operations $ — $ 17,632,181 Allowance for expected credit losses — (17,632,181 ) Due from discontinued operations, net $ — $ — 98 Movement of allowance for expected credit losses consist of the following: December 31, 2025 December 31, 2024 Beginning balance $ 17,632,181 $ 17,632,181 Write off (17,632,181 ) — Ending balance $ — $ 17,632,181 After the Company disposed the discontinued operation entities, those entities continued in the decline of the scale of operation and in the increase of operating losses, which made the collectability of the receivables in doubt.
The balance of $247,328 were borrowed for working capital use and were non-interest bearing, and payable upon demand, fully received on March 28, 2025. The balance of $1,279 were the consideration of the Disposal of Infobird HK on August 11, 2023, fully received on April 10, 2024.
Following its full settlement on March 28, 2025, the balance due from Runmei was nil as of December 31, 2025. ** The balance due from CRservices was both nil as of December 31, 2025 and 2024, as the consideration of $1,279 for the Disposal of Infobird HK on August 11, 2023, was fully settled on April 10, 2024.
During the year 2023, the Company totally impaired the balance due from discontinued operations by amount of $17,632,181. Contractual Arrangements with the VIE and its Shareholders See “Item 4. Information on the Company—A.
During the year 2023, the Company totally impaired the balance due from discontinued operations by amount of $17,632,181. Based on an analysis of the discontinued operation entities’ current situation, the Company determined that the due from discontinued operations were uncollectible. Consequently, the amount of $17,632,181 was written off in 2025.
Added
Due from related party As of December 31, 2025 and 2024, the balance due from related parties are set out below: December 31, 2025 December 31, 2024 Beijing Runmei advertising Co., LTD* $ — $ 247,328 CRservices** — — Total $ — $ 247,328 * The balance due from Runmei was $247,328 as of December 31, 2024, which was borrowed for working capital use, non-interest bearing and payable upon demand.