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What changed in Cenntro Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Cenntro Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+399 added−438 removedSource: 10-K (2026-04-15) vs 10-K (2025-04-01)

Top changes in Cenntro Inc.'s 2025 10-K

399 paragraphs added · 438 removed · 240 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

82 edited+54 added−27 removed201 unchanged
Biggest changeCurrently, Cenntro has four manufacturing and assembly plants including two in North America and two in China. 20 Table of Contents Our North American facilities provide vehicles to the local market and export ECVs to markets in Central and South America. The Freehold, New Jersey and Onterio, California facilities both assemble the Logistar™ 400/300/450, the Metro® and the Teemak™.
Biggest changeAs of the date of this Annual Report, we have four manufacturing and assembly plants including two in North America and two in China, including facilities at Changxing and Yangzhong, which manufacture for international export, and our local assembly facility in Barstow, California and Freehold, New Jersey, which we utilize for local assembly of our Logistar™ 400, Logistar™ 300, Logistar™ 450 models, and BM860H, the prototype hydrogen fuel cell semi-tractor. 20 Table of Contents Our North American facilities provide vehicles to the local market and export ECVs to markets in Central and South America.
We manufacture our own vehicle kits for the Metro® Teemak Series, and iChassis Series in our facilities in China and leverage the economies of scale of and the supply-chain availability in China to manufacture vehicle kits and fully assembled vehicles in our assembly plants in United States in United States.
We manufacture our own vehicle kits for the Metro®, Teemak Series, and iChassis Series in our facilities in China and leverage the economies of scale of and the supply-chain availability in China to manufacture vehicle kits and fully assembled vehicles in our assembly plants in the United States.
In the long-term, through our deep supply chain development know-how, we plan to geographically expand our supply chain to support our planned growth.
In the long-term, through our deep supply chain development know-how, we plan to geographically expand our supply chain to support our planned growth.
More specifically, we intend to establish supply chain relationships in North America and the European Union to support our manufacturing and assembly needs in these markets, thereby reducing the time in transit and potentially the duties associated with importing our components and spare parts from China.
More specifically, we intend to establish supply chain relationships in North America and the European Union to support our manufacturing and assembly needs in these markets, thereby reducing the time in transit and potentially the duties associated with importing our components and spare parts from China.
Our suppliers must demonstrate that they can consistently deliver their specialized parts on time, while meeting our quality and product specifications. Many of our components are based on Cenntro-developed designs, and our suppliers are contractually restricted from selling our customized components to any third parties unless we discontinue our purchases from such suppliers.
Our suppliers must demonstrate that they can consistently deliver their specialized parts on time, while meeting our quality and product specifications. Many of our components are based on Cenntro-developed designs, and our suppliers are contractually restricted from selling our customized components to any third parties unless we discontinue our purchases from such suppliers.
Accordingly, effective as of January 1, 2023, the Company became obligated to file reports with the SEC as a “domestic issuer” under the Securities Act. The following diagram illustrates our current corporate structure as of the date of this report: On March 22, 2013, Cenntro Motor Corporation (“CMC”) was registered in the State of Delaware. Mr.
Accordingly, effective as of January 1, 2023, the Company became obligated to file reports with the SEC as a “domestic issuer” under the Securities Act. The following diagram illustrates our current corporate structure as of the date of this Annual Report: On March 22, 2013, Cenntro Motor Corporation (“CMC”) was registered in the State of Delaware. Mr.
As a result, and as of the date of this report, the LS100 is eligible for sale in all 27 EU member states and other countries that adopt EU vehicle homologation standards. We have decided to discontinue marketing and selling the LS100 product line as part of our strategic shift toward heavier commercial vehicles.
As a result, and as of the date of this Annual Report, the LS100 is eligible for sale in all 27 EU member states and other countries that adopt EU vehicle homologation standards. We have decided to discontinue marketing and selling the LS100 product line as part of our strategic shift toward heavier commercial vehicles.
As of the date of this report, none of our operating subsidiaries have made any dividend or distributions to the holding company or through the intermediate holding companies, or to investors including U.S. investors. Our subsidiaries are permitted to pay dividends to us only out of their accumulated profits.
As of the date of this Annual Report, none of our operating subsidiaries have made any dividend or distributions to the holding company or through the intermediate holding companies, or to investors including U.S. investors. Our subsidiaries are permitted to pay dividends to us only out of their accumulated profits.
As of the date of this report, our distribution and service infrastructure consist of two EV Centers in Europe, two EV Centers in North America, and one EV Center in China. In addition to our own EV Centers, we also established many local distribution channels and local vehicle dealers through the regions.
As of the date of this Annual Report, our distribution and service infrastructure consist of one EV Centers in Europe, two EV Centers in North America, and one EV Center in China. In addition to our own EV Centers, we also established many local distribution channels and local vehicle dealers through the regions.
This system will enhance the after-sales spare parts support for our appointed service providers as well as our enterprise customers in servicing our commercial electric vehicles. In 2024, we began closing select EV centers while establishing local distribution channels. In key strategic markets, including Japan, the Company has maintained channel partners relationships.
This system will enhance the after-sales spare parts support for our appointed service providers as well as our enterprise customers in servicing our commercial electric vehicles. In 2024 and 2025, we began closing select EV centers while establishing local distribution channels. In key strategic markets, including Japan, the Company has maintained channel partners relationships.
Based on the local demand data, our cloud-based parts distribution system will make determinations on when to send certain parts from production-site warehouses to remote warehouses for quicker local delivery. As of December 31, 2024, we have established two spare-parts fulfillment warehouses in Barcelona, Spain, and Freehold, New Jersey.
Based on the local demand data, our cloud-based parts distribution system will make determinations on when to send certain parts from production-site warehouses to remote warehouses for quicker local delivery. As of December 31, 2025, we have established two spare-parts fulfillment warehouses in Barcelona, Spain, and Freehold, New Jersey.
Our business has began to expand beyond Metro® into five other categories of ECV models to expand our reach in the global ECV market. We believe we are well positioned to take advantage of the growing global ECV market, which has few mature competitors capable of manufacturing and delivering cost-effective and financially viable ECVs today.
Our business has began to expand beyond Metro® into six other categories of ECV models to expand our reach in the global ECV market. We believe we are well positioned to take advantage of the growing global ECV market, which has few mature competitors capable of manufacturing and delivering cost-effective and financially viable ECVs today.
Since inception in 2013 through December 31, 2024, we have spent approximately USD94.4 million in research and development activities related to our operations, developing various technologies and products, including the following: Vehicle Development We have allocated resources and efforts for vehicles that we believe the market demands.
Since inception in 2013 through December 31, 2025, we have spent approximately USD94.4 million in research and development activities related to our operations, developing various technologies and products, including the following: Vehicle Development We have allocated resources and efforts for vehicles that we believe the market demands.
As of the date of this report, over 25 countries have made announcements regarding their intention to phase out ICE vehicles include the following: • China: Plans for battery-electric, hybrid, and fuel cell vehicles to constitute 20% of new car sales by 2025 and a majority by 2035; • France: Aims to phase out ICE vehicle sales by 2040; • Germany: No registration of ICE vehicles by 2035 (aligns with the EU’s regulations); cities can ban diesel cars; • India: 30% of vehicle sales to be electric by 2030, with incentive programs in place; • Japan: Incentive program in place for EV and hybrids sales; and • United Kingdom: Ban the sale of new ICE cars starting in 2035. 9 Table of Contents In the United States, the former Biden administration announced plans to achieve net-zero emissions economy-wide by 2050.
As of the date of this Annual Report, a growing number of countries have made announcements regarding their intention to phase out ICE vehicles include the following: • China: Plans for battery-electric, hybrid, and fuel cell vehicles to constitute 20% of new car sales by 2025 and a majority by 2035; • France: Aims to phase out ICE vehicle sales by 2040; • Germany: No registration of ICE vehicles by 2035 (aligns with the EU’s regulations); cities can ban diesel cars; • India: 30% of vehicle sales to be electric by 2030, with incentive programs in place; • Japan: Incentive program in place for EV and hybrids sales; and • United Kingdom: Ban the sale of new ICE cars starting in 2035. 9 Table of Contents In the United States, the former Biden administration announced plans to achieve net-zero emissions economy-wide by 2050.
On February 27, 2024, our predecessor CEGL, a public company incorporated under the laws of Australia completed the Redomiciliation of CEGL. As a result of the Redomiciliation, the jurisdiction of incorporation of the ultimate parent company of the Cenntro group of companies was changed from Australia to Nevada, and as a result of CEGL becoming a subsidiary of the Company.
On February 27, 2024, our predecessor CEGL, a public company incorporated under the laws of Australia completed the Redomiciliation of CEGL. As a result of the Redomiciliation, the jurisdiction of incorporation of the ultimate parent company of the Cenntro group of companies was changed from Australia to Nevada, and CEGL became a subsidiary of the Company.
The Logistar ™ 260, or LS 260, is positioned above the Logistar 200 and defines a new size in the van segment.
The Logistar ™ 260, or LS 260, is positioned above the Logistar™ 200 model and defines a new size in the van segment.
We have also developed and introduced iChassis™ platform that consists of a programmable “smart” chassis that is currently used by third-party integrated it with their controlling software for various autonomous driving commercial vehicle applications. We are also working on developing hydrogen-powered heavy-duty vehicles to meet the market demand.
We have also developed and introduced iChassis™ platform that consists of a programmable “smart” chassis that is currently used by third parties and integrated with their controlling software for various autonomous driving commercial vehicle applications. We are also working on developing hydrogen-powered heavy-duty vehicles to meet the market demand.
Cenntro iChassis™ As a technology leader, we developed Cenntro iChassis™, which was previously referred to as the ePortee™, an open-platform and programmable (‘smart’) chassis product. The iChassis™ is designed to be a basic modular building block for use by automakers and special vehicle upfitters in the design of automated or autonomous driving vehicles.
Cenntro iChassis™ We also developed Cenntro iChassis™, which was previously referred to as the ePortee™, an open-platform and programmable (‘smart’) chassis product. The iChassis™ is designed to be a basic modular building block for use by automakers and special vehicle upfitters in the design of automated or autonomous driving vehicles.
For the last several years, we relied substantially on private label channel partners to assemble and distribute the Metro® from vehicle kits that we manufactured in our facilities.
For the past several years, we relied substantially on private label channel partners to assemble and distribute the Metro® from vehicle kits that we manufactured in our facilities.
The Logistar™ 200 is designed to qualify as an N1 category truck in the European Union and is available in three models: (i) as a van, (ii) as a flat-bed truck, and (iii) as a cargo truck. E ach of the three models is specialized for last-mile delivery, city delivery and city services.
The Logistar™ 200 is designed to qualify as an N1 category truck in the European Union and is available in three models: (i) as a van, (ii) as a flat-bed truck, and (iii) as a cargo truck. Each of the three models is specialized for last-mile delivery, city delivery and city services.
As of the date of this report, we are operating four manufacturing and/or assembly facilities: two in the US (Ontario, California and Freehold, New Jersey) and two in China (Changxing and Yangzhong). In 2024, we terminated operation at our assembly facilities in Jacksonville, Florida, and Herne in Germany.
As of the date of this Annual Report, we are operating four manufacturing and/or assembly facilities: two in the US (Barstow, California and Freehold, New Jersey) and two in China (Changxing and Yangzhong). In 2024, we terminated operation at our assembly facilities in Jacksonville, Florida, and Herne in Germany.
Non-usable parts are stored in the fulfilment warehouse and shipped directly to the customer when a customer order is placed. As of the date of this report, we established two production site parts warehouse in Changxing, Zhejiang province and Yangzhong, Jiangsu province in China. These warehouses store our parts that are produced or sourced locally.
Non-usable parts are stored in the fulfilment warehouse and shipped directly to the customer when a customer order is placed. As of the date of this Annual Report, we established a production site parts warehouse in Changxing, Zhejiang province in China. These warehouses store our parts that are produced or sourced locally.
In addition to our significant know-how, as of December 31, 2024, we had 125 discovery patents, 10 design patents and 86 innovation patents granted by the Chinese Patent Office, three design patent applications and three discovery patent applications pending in the Chinese Patent Office, covering our technological innovations relating to power systems, vehicle electronics, vehicle control and structure, production processes and other new technologies. 21 Table of Contents Our technological advantage begins with our chassis designs, which promote efficiencies in energy consumption as well as development and manufacturing processes.
In addition to our significant know-how, as of December 31, 2025, we had 125 discovery patents, 10 design patents and 98 innovation patents granted by the Chinese Patent Office, 4 design patent applications and 13 discovery patent applications pending in the Chinese Patent Office, covering our technological innovations relating to power systems, vehicle electronics, vehicle control and structure, production processes and other new technologies. 21 Table of Contents Our technological advantage begins with our chassis designs, which promote efficiencies in energy consumption as well as development and manufacturing processes.
As of December 31, 2024, we approach our market through a hybrid model combining distributors and established five EV Centers which are now the base of our distribution network, leading our local marketing and aftermarket service. Our Highly Skilled and Experienced Management Team Our management team is led by Peter Z.
As of December 31, 2025, we approach our market through a hybrid model combining distributors and maintained four EV Centers which are now the base of our distribution network, leading our local marketing and aftermarket service. Our Highly Skilled and Experienced Management Team Our management team is led by Peter Z.
As of December 31, 2024, we have developed six series of commercial vehicle models, Metro®, Logistar™, Logimax™, Avantier™, Teemak™ and Antric One. We have successfully begun to produce and deliver these models into the global markets, apart from Logimax™.
As of December 31, 2025, we have developed six series of commercial vehicle models, Metro®, Logistar™, iChassis™, Avantier™, Teemak™, Bison Motor™ and Antric One. We have successfully begun to produce and deliver these models into the global markets, apart from Logimax™.
The load volume, payload and range of the Logistar™ 260 will be targeted for a wide range of applications in the trades, couriers, express and parcel services, logistics solutions, and facility management. As of the date of this report, the LS 260 passed all homologation tests in accordance with European Union (EU) standards and requirements and receive EU type approval.
The load volume, payload and range of the Logistar™ 260 will be targeted for a wide range of applications in the trades, couriers, express and parcel services, logistics solutions, and facility management. In 2025, the LS 260 passed all homologation tests in accordance with European Union (EU) standards and requirements and received EU type approval.
Since inception in 2013 through December 31, 2024, we have spent approximately $94.4 million in research and development activities related to our business. Specifically, we have developed new vehicle chassis structures and digital control, smart driving and network connectivity capabilities.
Since inception in 2013 through December 31, 2025, we have spent approximately $96.7 million in research and development activities related to our business. Specifically, we have developed new vehicle chassis structures and digital control, smart driving and network connectivity capabilities.
Our Employees As of the date hereof, we have 260 full-time employees.
Our Employees As of the date hereof, we have 155 full-time employees.
As of December 31, 2024, we had 125 discovery patents, 10 design patents and 86 innovation patents granted by the Chinese Patent Office, and three innovation patent applications and three discovery patent applications pending in the Chinese Patent Office, covering our technological innovations relating to power systems, vehicle electronics and structure, production processes and other new technologies.
As of December 31, 2025, we had 125 discovery patents, 10 design patents and 98 innovation patents granted by the Chinese Patent Office, and 4 innovation patent applications and 13 discovery patent applications pending in the Chinese Patent Office, covering our technological innovations relating to power systems, vehicle electronics and structure, production processes and other new technologies.
We have completed compliances with DOT requirements by the end of 2023. We received certificate from EPA on September 14, 2023, CARB GHG certificate from CARB on December 14, 2023, and CARB ZEP certificate from CARB on May 24, 2024. Currently our LS450 passenger version are sold with an OEM arrangement with QEV.
We have completed compliances with DOT requirements in 2023 and received certificate from EPA on September 14, 2023, CARB GHG certificate from CARB on December 14, 2023, and CARB ZEP certificate from CARB on May 24, 2024. Currently our LS450 passenger version is sold with an OEM arrangement with QEV.
The production of our advanced version of the Antric One commenced in February 2024. We anticipate the advanced version of the Antric One to be less expensive to produce while maintaining its high quality. We intend to include new features to this second generation Antic One that will make riding easier and more comfortable.
We anticipate the advanced version of the Antric One to be less expensive to produce while maintaining its high quality. We intend to include new features to this second generation Antric One that will make riding easier and more comfortable.
It is classified as Class 4 truck in US and as M2 Type in Europe. LS400 has four different configurations (versions), Cab-chassis version, cargo truck version, delivery van version, and passenger van version. The cab-chassis version, cargo truck version, and delivery van version are targeting US markets and passenger van version is target Europe markets.
It is classified as Class 4 truck in US and as M2 Type in Europe. LS450 has four different configurations (versions), Cab-chassis version, cargo truck version, delivery van version, and passenger van version. The cab-chassis version, cargo truck version, and delivery van version are targeted at US markets and passenger van version is targeted at Europe markets.
On May 8, 2023, CEBV established its wholly-owned subsidiary, CEV Italy, in Italy. On May 19, 2023, CEBV acquired 100% of equity interest in CE Spain in Spain from an individual Don Yong Wang. On August 3, 2023, CEGI incorporated its wholly-owned subsidiary, PEC, in the state of Delaware.
On May 8, 2023, CEBV established its wholly-owned subsidiary, CEV Italy, in Italy. On May 19, 2023, CEBV acquired 100% of equity interest in CE SPAIN in Spain from an individual Don Yong Wang. On May 31, 2023, Zhejiang Xbean Tech Co., Ltd. was deregistered. On August 3, 2023, CEGI incorporated its wholly-owned subsidiary, PEC, in the state of Delaware.
Currently, parts, accessories and special repair tools for all Cenntro vehicles can be ordered through the PARDISYS system, and the back-office will provide the optimal distribution plan according to the customer's delivery address and warehouse inventory. PARDISYS consists of two source warehouses - Changxing Warehouse and Zhenjiang Warehouse, and two fulfilment warehouses in New Jersey, United States and Barcelona, Spain.
Currently, parts, accessories and special repair tools for all Cenntro vehicles can be ordered through the PARDISYS system, and the back-office will provide the optimal distribution plan according to the customer’s delivery address and warehouse inventory. PARDISYS maintained one warehouse in Changxing, China and three fulfilment warehouses in New Jersey and California, United States and Barcelona, Spain.
These chargers will support the charge of the vehicles that we sell to our customers as well as the vehicles that are made by other auto manufacturers as long as they meet the EU (Mennekes/CCS2) and USA (J1772/CCS1) standards. In 2024, we added a new 60KWH mobile charger.
These chargers will support the charge of the vehicles that we sell to our customers as well as the vehicles that are made by other auto manufacturers as long as they meet the EU (Mennekes/CCS2) and USA (J1772/CCS1) standards.
These advantages make hydrogen trucks a promising solution for sustainable and efficient freight transportation. 18 Table of Contents To Expand Market Breadth and Depth We expect to increase our market share in the current markets where our ECVs are sold, while simultaneously penetrating new markets worldwide.
We believe these characteristics make hydrogen-powered heavy-duty trucks a compelling and commercially viable solution for sustainable and efficient freight transportation. 18 Table of Contents To Expand Market Breadth and Depth We expect to increase our market share in the current markets where our ECVs are sold, while simultaneously penetrating new markets worldwide.
Profits retained from prior fiscal years may be distributed together with distributable profits from the current fiscal year. Total restrictions placed on the distribution of the Company’s PRC subsidiaries’ net assets were approximately $53.3 million, or 68.4% of the Company’s total consolidated net assets as of December 31, 2024.
Profits retained from prior fiscal years may be distributed together with distributable profits from the current fiscal year. Total restrictions placed on the distribution of the Company’s PRC subsidiaries’ net assets were approximately $28.5 million, or 72% of the Company’s total consolidated net assets as of December 31, 2025.
This series includes two vehicle models, the Avantier™ c and the Avantier™ α. They are smaller in size and are purpose-built for dense urban uses. The Avantier™ c is a two-seater utility ECV while Avantier™ α is a four-seater passenger EV. In 2024, we introduced two new models to the Avantier Series: the Avantier Ex and Avantier Commuter.
Avantier™ Series The Avantier™ Series are our micro ECV models. This series includes two vehicle models, the Avantier™ c and the Avantier™ α. They are smaller in size and are purpose-built for dense urban uses. The Avantier™ c is a two-seater utility ECV while Avantier™ α is a four-seater passenger EV.
Throughout 2022 we began to re-align our distribution and marketing strategy away from relying mainly on third-party channel partners to a distribution model that combines wholly-owned EV Centers with local distribution channels in order to improve overall operational efficiencies, product quality, brand value, market share, customer support and service.
Throughout 2022 and 2023, we began to re-align our distribution and marketing strategy away from relying mainly on third-party channel partners to a distribution model that combines Company-operated EV Centers with local distribution channels and dealer networks, with goals of improving overall operational efficiencies, product quality, brand value, market share, customer support and service.
On March 1 2024, we received EPA certification and on June 21 2024, we received California CARB certification for LS300. In July 2024, we assembled LS300DV (Delivery Van Version) and LS300C (Cargo version) in our Ontario Facility and introduced them in US West Coast markets. We have introduced the Logistar™ 450 (LS450) both in US and Europe markets.
On March 1, 2024, we received EPA certification and on June 21, 2024, we received California CARB certification for LS300. In July 2024, we assembled LS300DV (delivery van version) and LS300C (cargo truck version) in our Barstow Facility and introduced them in US West Coast markets.
The following table sets forth the number of our employees by function: Functional Area Number of Employees Senior management 5 Research and Development 64 Supply Chain Operations 30 Marketing 29 Manufacturing 58 Quality Assurance 20 Finance 25 Corporate Affairs 29 Total 260 We provide social insurance for each employee in accordance with Chinese law, including pension insurance, medical insurance, unemployment insurance, work injury insurance and maternity insurance and housing provident fund.
The following table sets forth the number of our employees by function: Functional Area Number of Employees Senior management 4 Research and Development 32 Supply Chain Operations 19 Marketing 18 Manufacturing 33 Quality Assurance 10 Finance 18 Corporate Affairs 21 Total 155 We provide social insurance for each employee in accordance with Chinese law, including pension insurance, medical insurance, unemployment insurance, work injury insurance and maternity insurance and housing provident fund.
On February 14, 2023, CEGI acquired all shares of Avantier, a company incorporated on November 17, 2017, in the state of Delaware. Avantier has not been operating since incorporation. On March 13, 2023, Avantier formed its wholly-owned subsidiary Avantier HK in Hong Kong. 7 Table of Contents On March 29, 2023, CAC incorporated its wholly-owned subsidiary, CE COL, in Colombia.
On February 14, 2023, CEGI acquired all shares of Avantier, a company incorporated on November 17, 2017, in the state of Delaware with no operations at nil consideration. On March 13, 2023, Avantier formed its wholly-owned subsidiary Avantier HK in Hong Kong. 7 Table of Contents On March 29, 2023, CAC incorporated its wholly-owned subsidiary, CE COL, in Colombia.
During the year ended December 31, 2024, the total material cash transfer of other assets within the organization was approximately USD$17.1 million. An aggregate amount of USD 3.7 million was transferred from operating subsidiaries to the holding companies as repayment to intercompany advances.
During the year ended December 31, 2025, the total material cash transfer of other assets within the organization was approximately USD 2,598,709. An aggregate amount of USD 1,809,922 was transferred from operating subsidiaries to the holding companies as repayment to intercompany advances.
Our principal executive offices are located at 501 Okerson Road, Freehold, New Jersey, 07728, and our telephone number is (732) 820-6757. Our current registered office and current principal place of business in Nevada are located at 701 S. Carson Street, Suite 200, Carson City, NV 89701. Our website address is www.cenntroauto.com.
Our principal executive offices are located at 33 Wood Avenue South, Suite 600, PMB #3572 Iselin, New Jersey, 08830, and our telephone number is (732) 820-6757. Our current registered office and current principal place of business in Nevada are located at 701 S. Carson Street, Suite 200, Carson City, NV 89701. Our website address is www.cenntroauto.com.
The combination of its cargo space and multiple entry points at the side and rear of the vehicle makes the LS100 ideal for multiple applications, including package delivery, trade and maintenance services, hospitality, and catering.
(525 kg) of payload, and a cargo capacity of 73.3 cubic feet (2 cubic meters). The combination of its cargo space and multiple entry points at the side and rear of the vehicle makes the LS100 ideal for multiple applications, including package delivery, trade and maintenance services, hospitality, and catering.
We are also developing heavy duty trucks in US Class 6 and Class 8 categories. The Metro® The Metro® is a customizable ECV used in commercial applications such as city utility services (i.e., street cleaners, firetrucks and garbage trucks) and last-mile delivery.
The Metro® The Metro® is a customizable ECV used in commercial applications such as city utility services (i.e., street cleaners, firetrucks and garbage trucks) and last-mile delivery.
Our Consistent Launch and Homologation of New and Innovative ECV Models Over the past calendar year, we have introduced four new vehicle models, Avantier Ex, Avantier Commuter, Logistar 300 (LS300), and Logister 450 (LS450). Avantier Ex and Avantier Commuter are targeting European markets and other markets outside of US markets while LS300 and LS450 are mainly targeting the US markets.
Our Consistent Launch and Homologation of New and Innovative ECV Models Over the past calendar year, we have introduced three new vehicle models, Avantier Ex four seater, Avantier CX, and BM860H from Bison Motors. Avantier Ex and Avantier CX are targeting European markets and other markets outside of US markets while BM860H are mainly targeting the US markets.
The following table summarizes the breakdown of our revenues by region for the years ended December 31, 2024 and 2023, respectively: For the Year Ended December 31, 2024 2023 $ % $ % United States $ 20,888,931 66.7 % $ 1,021,205 9.8 % Europe $ 5,719,353 18.3 % $ 4,564,152 43.8 % Asia $ 4,579,104 14.6 % $ 4,805,312 46.1 % Others $ 110,004 0.4 % 34,990 0.3 % We are currently targeting new markets where local governments have begun incentivizing a shift from ICEs to EVs.
The following table summarizes the breakdown of our revenues excluding discontinued operations by region for the years ended December 31, 2025 and 2024, respectively: For the Year Ended December 31, 2025 2024 $ % $ % United States $ 1,852,544 10.2 % $ 20,888,931 66.7 % Europe $ 12,158,252 67.2 % $ 5,719,353 18.3 % Asia $ 4,035,448 22.3 % $ 4,579,104 14.6 % Others $ 33,917 0.2 % 110,004 0.4 % We are currently targeting new markets where local governments have begun incentivizing a shift from ICEs to EVs.
We received European Union Type M1K approval for the Avantier Commuter on August 21, 2024, and European Union Type LS7e approval for the Avantier Ex on January 15, 2025. Antric One The Antic One is a cargo bike designed for last mile city logistics. It is especially designed for- and useful in-narrow city streets and pedestrian zones.
Both new models target markets outside the USA. We received European Union Type M1K approval for the Avantier Commuter on August 21, 2024, and European Union Type LS7e approval for the Avantier Ex on January 15, 2025. Antric One The Antric One is a cargo bike designed for last mile city logistics.
As of December 31, 2024, we operates two remote parts warehouses in Barcelona, Spain and Freehold, New Jersey. 17 Table of Contents To Expand Our Product Offerings We began pilot production of our first-generation, U.S.
As of the date of this Annual Report, we operate three remote parts warehouses in Barcelona, Spain, Freehold, New Jersey, and Barstow, California. 17 Table of Contents To Expand Our Product Offerings We began pilot production of our first-generation, U.S.
The Logistar™ 400 is a U.S. Class 4 (over 14,000 lbs.) truck under U.S. truck classification. It can be configured as a delivery van or a shuttle bus or equipped with a cargo box or a truck bed.
Class 4 (over 14,000 lbs.) truck under U.S. truck classification. It can be configured as a delivery van or a shuttle bus or equipped with a cargo box or a truck bed. In addition, the Logistar™ 400 can be upfitted for different applications of city service, such as a vending truck, fire truck, garbage truck and repair truck.
The Logistar™ 100, or LS 100, is a versatile, compact light cargo van purpose-built to serve diverse commercial applications, especially in population-dense urban areas. The vehicle has a range of 74 miles (118 kilometers) (WLTP), 1151 lbs. (525 kg) of payload, and a cargo capacity of 73.3 cubic feet (2 cubic meters).
We sold 27 LS260s during the year 2025 in the EU market. The Logistar™ 100, or LS 100, is a versatile, compact light cargo van purpose-built to serve diverse commercial applications, especially in population-dense urban areas. The vehicle has a range of 74 miles (118 kilometers) (WLTP), 1151 lbs.
According to Markets and Data, the market is forecasted to grow at a CAGR of 31.94% from 2025 to 2032, reaching approximately $19.92 billion by 2032. According to Fortune Business Insights, the market is segmented by range, with long-range hydrogen vehicles (above 500 miles) expected to see the highest growth due to demand for commercial fleets, trucks, and intercity buses.
According to Fortune Business Insights, the market is segmented by range, with long-range hydrogen vehicles (above 500 miles) expected to see the highest growth due to demand for commercial fleets, trucks, and intercity buses.
Our Products As an electric commercial vehicle (“ECV”) provider, we have developed a full line of vehicle models to meet the market demand and fit various commercial needs and applications. As of the date of this report, we offer five series of commercial vehicle models and some electric charged products that are ready to be sold on the global markets.
Our Products As an electric commercial vehicle (“ECV”) provider, we have developed a full line of vehicle models to meet the market demand and fit various commercial needs and applications.
Our Industry The ECV Market According to a March 2025 report by Virtue Market Research, the global EV market was valued at approximately $561.3 billion in 2024 and is projected to reach approximately $1.58 trillion by 2030, representing a compound annual growth rate of 19% from 2023 to 2030.
Our Industry The ECV Market According to a July 2025 report by Precedence Research, the global EV market was valued at approximately $988.70 billion in 2025 and is projected to reach approximately $2,529.10 billion by 2034, representing a compound annual growth rate of 11% from 2025 to 2034.
One unique selling proposition for the Antic One compared to other vehicles is, that the Antic One is a cargo-bike. Thus, no driver’s license is required to operate it and the Antic One is permitted to use bike lanes, which makes the vehicle particularly agile in dense city centers. Another advantage includes the Antic One’s exchangeable batteries.
Thus, no driver’s license is required to operate it and the Antric One is permitted to use bike lanes, which makes the vehicle particularly agile in dense city centers. Another advantage includes the Antric One’s exchangeable batteries. A battery-swap for the Antric One takes less than a minute and each swap enables the driver to ride for approximately 50 km.
The Teemak™ is designed for off-road applications for utility or leisure use. The Teemak™ TB is designed for agricultural and forestry uses and currently meets all EU vehicle type regulatory requirements. To optimize our product portfolio, we have strategically realigned our resources to accelerate the development and launch of our heavy truck series.
Teemak™ Series Our Teemak™ Series are off-road vehicle models for field utility applications, including The Teemak™ and Teemak™ TB. The Teemak™ is designed for off-road applications for utility or leisure use. The Teemak™ TB is designed for agricultural and forestry uses and currently meets all EU vehicle type regulatory requirements.
In comparison, Statista projects the global electric commercial vehicle (ECV) market to reach revenues of $623.3 billion in 2024, with a steady annual growth rate (CAGR 2024-2028) of 9.82%, reaching $906.7 billion by 2028.
In comparison, IMARC Group projects the global electric commercial vehicle (ECV) market to reach revenues of $190.9 billion in 2025, with a steady annual growth rate (CAGR 2025-2033) of 25.56%, reaching $1,298.26 billion by 2033.
The Hydrogen Vehicle Market The global hydrogen vehicle market is projected to experience significant growth over the next few decades, driven by government incentives, advancements in fuel cell technology, and increasing environmental regulations. As of 2024, the global hydrogen vehicle market is projected to experience substantial growth, driven by advancements in fuel cell technology and government incentives.
The Hydrogen Vehicle Market The global hydrogen vehicle market is projected to experience significant growth over the next few decades, driven by government incentives, advancements in fuel cell technology, and increasing environmental regulations. According to Markets and Data, the market is forecasted to grow at a CAGR of 31.94% from 2025 to 2032, reaching approximately $19.92 billion by 2032.
By the end of 2023, we have seven ECV models available for commercial offering for European, America, and other countries. They are Metro MB, Avantier α and c , Logistar 100, Logistar 200, Logistar 260, Logistar 400, and Teemak. One of our strategies is trying to offer a full line of ECV products.
By the end of 2025, we have twelve ECV models available for commercial offering for European, America, and other countries. They are Metro MB, Avantier α and c , Avantier EX and CX, Avantier Commuter, Logistar 100, Logistar 200, Logistar 210, Logistar 260, Logistar 300, Logistar 400, Logistar 450, and Teemak.
Our vehicle kits and in some cases fully assembled vehicles are completed by third party Original Equipment Manufacturers (“OEMs”) manufacturing partners and, in the case of vehicle kits, assembled in our own facilities in North America and Europe.
Since 2021, we have expanded our vehicle portfolio beyond the Metro® by leveraging relationships with third party Original Equipment Manufacturers (“OEMs”) manufacturing partners, who complete our vehicle kits and in some case fully assembled vehicles, with final assembly of vehicle kits performed in our own facilities in North America and Europe.
We also work with third-party assembly facilities in the European Union for production of our European ECV models, including the Avantier, the Metro® and the Teemak™.
The Freehold, New Jersey and Onterio, California facilities both assemble the Logistar™ 400/300/450, the Metro® and the Teemak™. The BM850H prototype was assembled in the Onterio facility. We also work with third-party assembly facilities in the European Union for production of our European ECV models, including the Avantier series, the Metro® and the Teemak™.
In 2024, we added five new EV models that are commercially available for our customers. They are Avantier Ex, Avantier Commuter, Logistar 210, Logistar 300, and Logistar 450. Avantier Ex has similar size and features compare it to Avantier α but offers more competitive pricing.
One of our strategies is trying to offer a full line of ECV products. In 2025, we added two new EV models that are commercially available for our customers. They are Avantier EX and CX. Avantier EX and CX has similar size and features compare it to Avantier α and c but offers more competitive pricing.
As a result of the Redomiciliation, the jurisdiction of incorporation of the ultimate parent company of the Cenntro group of companies was changed from Australia to Nevada, and as a result of CEGL becoming a subsidiary of the Company.
As a result of the Redomiciliation, the jurisdiction of incorporation of the ultimate parent company of the Cenntro group of companies was changed from Australia to Nevada, and CEGL became a subsidiary of the Company. On June 23, 2021, Hangzhou Ronda acquired 20% interest of Hangzhou Hezhe Energy Technology Co., Ltd. (“Hangzhou Hezhe”).
We believe successful vehicle development will put us in a position to become a leading Greener Energy Commercial Vehicle provider who offers a full line of electric and hydrogen powered commercial vehicles. Vehicle Charger Development We have developed level 2 AC chargers (7kw/10kw) and level 3 DC chargers (120kw), which have received EU CE and US ETL certificates.
We have developed and maintained five vehicle model series: Metro®, Logistar ™, Teemak™, Avantier™, and Bison Motors. We believe successful vehicle development will put us in a position to become a leading Greener Energy Commercial Vehicle provider who offers a full line of electric and hydrogen powered commercial vehicles.
Logistar™ Series Logistar™ Series are the vehicles for on-road applications with the gross vehicle weight rate (“GVWR”) under 19,500 lbs. It consists of Logistar 100 (LS100), Logistar 200 (LS200), Logistar 210 (LS210), Logistar 260 (LS260), Logistar 300 (LS300), Logistar 400 (LS400), and Logistar 450 (LS450).
It consists of Logistar 100 (LS100), Logistar 200 (LS200), Logistar 210 (LS210), Logistar 260 (LS260), Logistar 300 (LS300), Logistar 400 (LS400), and Logistar 450 (LS450).
The Logistar™ 400 has a cargo volume that is over three times the cargo volume of the Metro® and a payload capacity more than seven times the payload capacity of the Metro®. As of the date of this report, the homologation status of the Logistar™ 400 has been completed.
We expect that the most common use of the Logistar™ 400 will be for intra-city delivery. The Logistar™ 400 has a cargo volume that is over three times the cargo volume of the Metro® and a payload capacity more than seven times the payload capacity of the Metro®.
While the LS210 maintains similar specifications to the LS200, it features significant improvements and new capabilities. The LS210 will replace the LS200, and we plan to discontinue marketing and sales of the LS200 in 2025 once existing inventory is depleted.
While the LS210 maintains similar specifications to the LS200, it features significant improvements and new capabilities. The LS210 is an upgrade of the LS200, and replaced the market of LS200 in 2025. We sold 120 LS210s during the year of 2025.
We sold 911 iChassis in 2024. 12 Table of Contents Our Product Development and Manufacturing Process Our capability of vehicle development is at the core of what we believe positions us to compete effectively in the ECV market.
The Company intends to leverage these technology reserves to expand its product portfolio and addressable market opportunities in the coming years, as commercial and regulatory conditions continue to support the transition toward cleaner energy solutions. 12 Table of Contents Our Product Development and Manufacturing Process Our capability of vehicle development is at the core of what we believe positions us to compete effectively in the ECV market.
A battery-swap for the Antic One takes less than a minute and each swap enables the driver to ride for approximately 50 km. Compared to other cargo bikes the Antric One has a robust construction, cargo volume and payload (>2m 3 volume, 270kg payload in the container). The production for Antic One began in November 2022.
Compared to other cargo bikes the Antric One has a robust construction, cargo volume and payload (>2m3 volume, 270kg payload in the container). The production for Antric One began in November 2022. The production of our advanced version of the Antric One commenced in February 2024.
LS100, LS200, LS210, and LS260 meet with European Union regulatory requirement and are mainly targeted for European markets, and LS300, LS400 and LS450 meet with U.S. regulatory requirements and are mainly targeted for North American markets. The Logistar™ 400 is a medium-duty electric commercial truck designed to meet the delivery requirements of tier 1 logistics companies as well as upfitters.
LS100, LS200, LS210, and LS260 meet with European Union regulatory requirement and are mainly targeted for European markets, and LS300, LS400 and LS450 meet with U.S. regulatory requirements and are mainly targeted for North American markets. We have introduced the Logistar™ 450 (LS450) both in U.S. and Europe markets since 2024.
The Avantier Ex is similar to the Avantier c but offers more competitive pricing. The Avantier Commuter, also a four-passenger EV, features a larger size. Both new models target markets outside the USA.
In 2024, we introduced two new models to the Avantier Series: the Avantier Ex and Avantier Commuter. The Avantier Ex is similar to the Avantier c but offers more competitive pricing. The Avantier Commuter, also a four-seat, five-door passenger EV, features a larger size, with 50kw power and an estimated range of up to 320 kilometers on a single charge.
We are adding median-duty trucks and heavy-duty trucks into our light-duty trucks lines to extend our vehicle offerings. To Be a Leader in Hydrogen Powered Heavy-Duty Vehicle We are introducing hydrogen-powered vehicles alongside our electric vehicle lines. Hydrogen power offers certain advantages over pure electric power for heavy-duty or long-haul applications.
To Be a Leader in Hydrogen Powered Heavy-Duty Vehicle We are advancing hydrogen-powered vehicles as a strategic complement to our electric vehicle lineups, with a particular focus on heavy-duty and long-haul commercial applications, where hydrogen power offers distinct performance advantages over battery-electric alternatives.
Hydrogen trucks operate more quietly than their diesel counterparts, reducing noise pollution in urban areas and improving the quality of life for residents. With lighter fuel systems compared to large batteries in electric trucks, hydrogen trucks can potentially offer more room for cargo.
Additionally, Hydrogen trucks operate more quietly than their diesel counterparts, reducing noise pollution in urban areas and residential areas, and their lighter fuel system design relative to large battery packs can provide greater payload flexibility.
We have established a European Operations Center in Dusseldorf, Germany, which provides marketing support, after-market support and spare-parts warehousing for the European market, as well as warehousing services with a logistics company in Budapest, Hungary to house spare parts for our ECVs.
We maintained a European Operations Center in Barcelona, Spain, which provides marketing support, after-market support and spare-parts warehousing for the European market. We also have expanded the Freehold and Barstow facility to include the EV center function since 2022.
Additionally, to meet our anticipated demand in the United States, we have established local assembly facilities in Northern America as we have launched assembly facilities in Ontario, California and Freehold, New Jersey.
To meet our anticipated demand in the United States, we maintained two local assembly facilities in Barstow California and Freehold, New Jersey. The New Jersey facility will support the Northeast region and will initially support assembly of the Logistar™ 300/400/450, Metro® and Teemak models.
It is our first passenger car in addition to our ECV product lines. Avantier Commuter is designed for young urban population as their “first car”. LS300 and LS450 are electric commercial vehicles targeting the US city logistic applications. LS300 has two configurations, a delivery van (LS300DV) and cargo truck (LS300CT).
It is our first passenger car in addition to our ECV product lines. Avantier Commuter is designed for young urban population as their “first car”. The BM860H is a Class 8 hydrogen fuel cell semi-tractor developed by our wholly-owned subsidiary, Bison Motors Inc., targeting long-haul freight applications in the United States. The BM860H has received certification from the U.S.
We have subcontracted all manufacturing processes of the ECV components for our new ECV models to our qualified suppliers, allowing us to further reduce our capital expenditure requirements and increase our focus on local assembly. Strategic Channel Partner Network In selected markets, we continue to leverage our channel partner network to distribute our ECVs around the world.
To date, the manufacturing of ECV components for our vehicle models has been primarily subcontracted to qualified third-party OEM suppliers, allowing us to minimize capital expenditure and maintain focus on local assembly operations.
During 2022, we began to establish a hybrid distribution model that combines our EV Centers, established dealers with select channel partners. Throughout 2023, we opened eleven EV centers mainly in the US and the EU and cooperate with few channel partners in selected strategic markets, such as Japan in east-Asia.
During 2022, we began to establish a hybrid distribution model that combines our EV Centers, established dealers with select channel partners. To improve operating efficiency and align with regional market conditions, we undertook a strategic rationalization of our EV Center footprint beginning in 2024, consolidating or closing select locations while transitioning to dealer-led distribution channels in key markets.
Hydrogen powered trucks have a higher energy density than battery-electric vehicles, allowing for greater fuel efficiency and longer ranges. This makes them particularly suitable for long-haul transportation. Unlike electric trucks that require lengthy charging times, hydrogen trucks can be refueled in a matter of minutes, like traditional diesel vehicles.
Unlike electric trucks that require lengthy charging times, hydrogen trucks can be refueled in a matter of minutes, consistent with the operational cadence of traditional diesel fleets.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWe are an “emerging growth company,” and we cannot be certain if the reduced reporting and disclosure requirements applicable to emerging growth companies will make our Common Stock less attractive to investors.
Biggest changeIf the proposed $5 million market value continued listing requirement is approved and we subsequently fail to maintain the required market value for 30 consecutive business days, our Common Stock would be immediately suspended and delisted from Nasdaq with no opportunity to cure the deficiency, which would have severe adverse consequences for our business, our ability to raise capital, and the liquidity and value of our shareholders’ investments. 51 Table of Contents We are an “emerging growth company,” and we cannot be certain if the reduced reporting and disclosure requirements applicable to emerging growth companies will make our Common Stock less attractive to investors.
The additional tariffs imposed by the U.S. government on certain products imported from China may impact our supply chain and cost structure.
The additional tariffs imposed by the U.S. government on certain products imported from China may impact our supply chain and cost structure.
Additionally, the U.S. government continues to signal that it may alter trade agreements and terms between China and the United States, including limiting trade with China, and may impose additional tariffs on imports from China and other countries from which we import goods.
Additionally, the U.S. government continues to signal that it may alter trade agreements and terms between China and the United States, including limiting trade with China, and may impose additional tariffs on imports from China and other countries from which we import goods.
As of the date of this report, we have a total of four professionals on our Finance team in the United States including two certified public accountants (CPAs) and one staff accountant who has passed the CPA exams with public accounting experience. We intend to hire additional professional accountants with greater familiarity with U.S. GAAP and SEC reporting requirements.
As of the date of this Annual Report, we have a total of four professionals on our Finance team in the United States including two certified public accountants (CPAs) and one staff accountant who has passed the CPA exams with public accounting experience. We intend to hire additional professional accountants with greater familiarity with U.S. GAAP and SEC reporting requirements.
We currently have five EV Centers worldwide and anticipate the EV Centers will lead the distribution network, however if we were to close or dissociate one or more of our EV Centers due to performance, there is no assurance that we would be able to establish a suitable replacement EV Center in the region to take up the role of marketing , distributing and after-market care our ECVs in the relevant market within a suitable timeframe or at all. 25 Table of Contents The expense and time required to establish and train staff at our EV Centers so performance and service will be able to meet our quality standards and regulatory requirements, may be greater than anticipated, or we may never establish a new operation after having invested significant resources on that local market.
We currently have four EV Centers worldwide and anticipate the EV Centers will lead the distribution network, however if we were to close or dissociate one or more of our EV Centers due to performance, there is no assurance that we would be able to establish a suitable replacement EV Center in the region to take up the role of marketing, distributing and after-market care our ECVs in the relevant market within a suitable timeframe or at all. 25 Table of Contents The expense and time required to establish and train staff at our EV Centers so performance and service will be able to meet our quality standards and regulatory requirements, may be greater than anticipated, or we may never establish a new operation after having invested significant resources on that local market.
Development and manufacturing of our current and future ECVs, such as the Metro®, Logistar™, LogiMax, Avantier™, Teemak™ and Antric One are and will be subject to risks, including: • accurately manufacturing or procure components within appropriate design tolerances; • establishing additional manufacturing and local assembly facilities in our various target markets; • compliance with environmental, workplace safety and similar regulations; • securing necessary high-quality components and materials from our supply chain on acceptable terms and in a timely manner; • the impact of tariffs or trade restrictions on the cost and availability of key components and materials; • our ability to execute on our growth plan to regionalize our supply chain and manufacturing; • quality controls; • delays or disruptions in the supply chain, including as a result of pandemics such as COVID-19; • delays or disruptions in ocean transit or transportation between our suppliers, our manufacturing facilities (or manufacturing partners’ facilities) and our local assembly facilities and our customers; • our ability to establish, maintain and rely upon relationships with our suppliers, channel partners and manufacturing partners; and • other delays, backlog in manufacturing and research and development of new models, and cost overruns.
Development and manufacturing of our current and future ECVs, such as the Metro®, Logistar™, LogiMax, iChassis™, Avantier™, Bison Motor™, Teemak™ and Antric One are and will be subject to risks, including: • accurately manufacturing or procure components within appropriate design tolerances; • establishing additional manufacturing and local assembly facilities in our various target markets; • compliance with environmental, workplace safety and similar regulations; • securing necessary high-quality components and materials from our supply chain on acceptable terms and in a timely manner; • the impact of tariffs or trade restrictions on the cost and availability of key components and materials; • our ability to execute on our growth plan to regionalize our supply chain and manufacturing; • quality controls; • delays or disruptions in the supply chain, including as a result of pandemics such as COVID-19; • delays or disruptions in ocean transit or transportation between our suppliers, our manufacturing facilities (or manufacturing partners’ facilities) and our local assembly facilities and our customers; • our ability to establish, maintain and rely upon relationships with our suppliers, channel partners and manufacturing partners; and • other delays, backlog in manufacturing and research and development of new models, and cost overruns.
To date, we have derived our revenues principally from sales of the Metro®, Logistar™ series, Teemak™, and iChassis 100 models. We have a limited operating history on which you can base an evaluation of our business and prospects.
To date, we have derived our revenues principally from sales of the Metro®, Logistar™ series, Teemak™, Avantier® series and iChassis 100 models. We have a limited operating history on which you can base an evaluation of our business and prospects.
As a result, the semiconductor supply shortage has had, and will continue to have, a negative impact on our vehicle production. To date, we have experienced price decreases compared to the rising market prices in 2022, which resulted in higher vehicle costs. The market in 2024 was favorable for the entire new energy industry in terms of vehicle costs.
As a result, the semiconductor supply shortage has had, and will continue to have, a negative impact on our vehicle production. To date, we have experienced price decreases compared to the rising market prices in 2022, which resulted in higher vehicle costs. The market in 2025 was favorable for the entire new energy industry in terms of vehicle costs.
Sales of a substantial number of Common Stock in the public market, including sales of Common Stock or securities convertible into Common Stock under our existing universal shelf registration statements on Form F-3, filed with the SEC on May 18, 2021, and January 6, 2022, or the perception that these sales might occur, could depress the market price of our Common Stock and could impair our ability to raise capital through the sale of additional equity securities.
Sales of a substantial number of Common Stock in the public market, including sales of Common Stock or securities convertible into Common Stock under our existing universal shelf registration statements on Form F-3, filed with the SEC on May 18, 2021, and January 6, 2022, and on Form S-3, filed with the SEC on January 28, 2026, or the perception that these sales might occur, could depress the market price of our Common Stock and could impair our ability to raise capital through the sale of additional equity securities.
Our failure to meet the continued listing requirements could result in a de-listing of our Common Stock. We cannot assure you that we will be able to comply with the standards that we are required to meet in order to maintain a listing of our Common Stock on the Nasdaq Capital Market of The Nasdaq Stock Market LLC (“Nasdaq”).
Our failure to meet the continued listing requirements could result in a delisting of our Common Stock. We cannot assure you that we will be able to comply with the standards that we are required to meet in order to maintain a listing of our Common Stock on the Nasdaq Capital Market of The Nasdaq Stock Market LLC (“Nasdaq”).
GAAP and the inclusion of proper disclosures in the related footnotes, and (ii) the design, documentation and implementation of internal controls surrounding risk management and financial reporting processes. During the preparation of the Company’s consolidated financial statements for the year ended December 31, 2024, management reassessed the Company’s internal control over financial reporting.
GAAP and the inclusion of proper disclosures in the related footnotes, and (ii) the design, documentation and implementation of internal controls surrounding risk management and financial reporting processes. During the preparation of the Company’s consolidated financial statements for the year ended December 31, 2025, management reassessed the Company’s internal control over financial reporting.
During the years ended December 31, 2024, and 2023, significant portions of our revenues were derived from the sales in the European Union and United States, denominated in Euros or USD, respectively, while our costs and expenses were primarily incurred in the PRC (and denominated in RMB).
During the years ended December 31, 2025, and 2024, significant portions of our revenues were derived from the sales in the European Union and United States, denominated in Euros or USD, respectively, while our costs and expenses were primarily incurred in the PRC (and denominated in RMB).
As of December 31, 2024, we shifted from relying only on channel partners to a hybrid model combines distribution between our wholly owned EV Centers with local established dealers and channel partners.
As of December 31, 2025, we shifted from relying only on channel partners to a hybrid model combines distribution between our wholly owned EV Centers with local established dealers and channel partners.
We expect that our level of capital expenditures may be relatively lower in 2024 but may be affected by the profitability and cash generating capacities of our recently established EV Centers around the global markets.
We expect that our level of capital expenditures may be relatively lower in 2025 but may be affected by the profitability and cash generating capacities of our recently established EV Centers around the global markets.
Item 1A. Risk Factors. Risks Related to Our Business We have a limited operating history and face significant challenges in an emerging industry. We began pilot production of our first-generation, U.S. Class 1 (0 - 6,000 lbs.), electric light-duty commercial vehicle, the Metro®, in 2018. Our revenues were approximately $31.3 million for the year ended December 31, 2024.
Item 1A. Risk Factors. Risks Related to Our Business We have a limited operating history and face significant challenges in an emerging industry. We began pilot production of our first-generation, U.S. Class 1 (0 - 6,000 lbs.), electric light-duty commercial vehicle, the Metro®, in 2018. Our revenues were approximately $18.1 million for the year ended December 31, 2025.
However, we expect to have a constrained cash outlay throughout 2024, and plan to focus on internally generated cash flow rather than on relying on the expectations of future external capital financing.
However, we expect to have a constrained cash outlay throughout 2025, and plan to focus on internally generated cash flow rather than on relying on the expectations of future external capital financing.
Substantially all of our revenue for the years ended December 31, 2024, and 2023 was derived from sales of our ECVs in North America, Europe and Asia.
Substantially all of our revenue for the years ended December 31, 2025, and 2024 was derived from sales of our ECVs in North America, Europe and Asia.
These regulations impose stricter compliance obligations on data handlers, including requirements to conduct regular data security risk assessments, implement classified data protection measures, and obtain governmental approval for certain cross-border data transfers. Additionally, companies processing large volumes of "important data" or "national core data" may face heightened scrutiny and stricter regulatory oversight.
These regulations impose stricter compliance obligations on data handlers, including requirements to conduct regular data security risk assessments, implement classified data protection measures, and obtain governmental approval for certain cross-border data transfers. Additionally, companies processing large volumes of “important data” or “national core data” may face heightened scrutiny and stricter regulatory oversight.
For the years ended December 31, 2024, and 2023, our channel partners accounted for approximately 2.1%, and 22.2% of our sales, respectively. As of quarter one of 2022, the company made significant changes regarding its few channel partners and shifted reliance away from select channel partners to its own distribution network through the establishment of local EV Centers.
For the years ended December 31, 2025, and 2024, our channel partners accounted for approximately 0.3%, and 2.1% of our sales, respectively. As of quarter one of 2022, the company made significant changes regarding its few channel partners and shifted reliance away from select channel partners to its own distribution network through the establishment of local EV Centers.
For instance, during the year ended December 31, 2023 the RMB depreciated against the USD by approximately 8%. Currency exchange rate fluctuation in either direction can negatively impact our results of operations or financial condition. Appreciation in RMB could have the effect of increasing our operating costs so long as a material amount of our current operations occur in China.
For instance, during the year ended December 31, 2025 the RMB appreciated against the USD by approximately 4%. Currency exchange rate fluctuation in either direction can negatively impact our results of operations or financial condition. Appreciation in RMB could have the effect of increasing our operating costs so long as a material amount of our current operations occur in China.
We have made significant up-front investments in research and development, supply chain establishment, establishment of local assembly facilities and capacity, and channel partner development to develop and expand our business. We have spent approximately $94.4 million in research and development activities related to our operations from our inception through December 31, 2024.
We have made significant up-front investments in research and development, supply chain establishment, establishment of local assembly facilities and capacity, and channel partner development to develop and expand our business. We have spent approximately $96.7 million in research and development activities related to our operations from our inception through December 31, 2025.
In addition, if any of our executive officers joins a competitor or forms a competing company, our business, financial condition, operating results or prospects could be harmed. 29 Table of Contents Our facilities or operations could be damaged or adversely affected as a result of disasters or unpredictable events. We have manufacturing and research facilities currently located in Changxing, China.
In addition, if any of our executive officers joins a competitor or forms a competing company, our business, financial condition, operating results or prospects could be harmed. 29 Table of Contents Our facilities or operations could be damaged or adversely affected as a result of disasters or unpredictable events.
Any of the foregoing could materially and adversely affect our business, financial condition, operating results and prospects. Our future success depends on our ability to continue to introduce new models and we may experience delays in launching and ramping up production of our new ECV models.
Any of the foregoing could materially and adversely affect our business, financial condition, operating results and prospects. Our future success depends on our ability to continue to introduce new models and we may experience delays in launching and ramping up production of our new ECV models. In 2025, we have introduced three new vehicle models, Avantier Ex, Avantier CX, BM860H.
As of December 31, 2024, we have maintained relationships with several distributors in the European and Asian market and operated five EV centers in Germany, Spain, New Jersy and California in the US, and China.
As of December 31, 2025, we have maintained relationships with several distributors in the European and Asian market and operated four EV centers in Spain, New Jersey and California in the US, and China.
We have historically incurred losses from our operations and may not be profitable in the future. We incurred losses from operations of approximately $55.3 million, and $47.4 million for the years ended December 31, 2024, and 2023, respectively.
We have historically incurred losses from our operations and may not be profitable in the future. We incurred losses from operations of approximately $59.0 million, and $47.5 million for the years ended December 31, 2025, and 2024, respectively.
As of December 31, 2024, our executive officers, directors and their affiliates beneficially own, in the aggregate, approximately 25.1% of our outstanding Common Stock. In particular, as of December 31, 2024, Mr. Peter Z. Wang, our Chief Executive Officer, beneficially owned approximately 24.0% of our outstanding Common Stock. Mr.
As of December 31, 2025, our executive officers, directors and their affiliates beneficially own, in the aggregate, approximately 8.6% of our outstanding Common Stock. In particular, as of December 31, 2025, Mr. Peter Z. Wang, our Chief Executive Officer, beneficially owned approximately 8.5% of our outstanding Common Stock. Mr.
In recent years, the global transportation industry has experienced higher volatility in shipping rates from the trans-Pacific Ocean carriers due to various factors, including limited availability of shipping capacity, and geopolitical tensions.
In recent years, the global transportation industry has experienced higher volatility in shipping rates from the trans-Pacific Ocean carriers due to various factors, including limited availability of shipping capacity, and geopolitical tensions. Our primary shipping routes originate from Shanghai and serve the United States West Coast and European markets.
In order to introduce new ECV models through 2024, we have to coordinate with our suppliers, manufacturing partners, channel partners and other third parties in order to ensure timely execution of the manufacturing and assembly processes.
Avantier Ex and Avantier CX are targeting European markets and other markets outside of US markets while BM860H is mainly targeting the US markets. In order to introduce new ECV models through 2025, we have to coordinate with our suppliers, manufacturing partners, channel partners and other third parties in order to ensure timely execution of the manufacturing and assembly processes.
Wang has considerable influence over the composition of our Board. See “⸺Concentration of ownership among our executive officers, directors and their affiliates, may prevent new investors from influencing significant corporate decisions.” 50 Table of Contents Item 1B. Unresolved Staff Comments. Smaller reporting companies are not required to provide the information required by this item.
Wang has considerable influence over the composition of our Board. See “⸺Concentration of ownership among our executive officers, directors and their affiliates, may prevent new investors from influencing significant corporate decisions.” 52 Table of Contents
A notice of de-listing or any de-listing would likely have a negative effect on the price of our Common Stock and may impair our stockholders’ ability to sell our Common Stock when they wish to do so.
There can be no assurance that the Company will be able to timely regain or maintain compliance with Nasdaq’s continued listing requirement. A notice of de-listing or any de-listing would likely have a negative effect on the price of our Common Stock and may impair our stockholders’ ability to sell our Common Stock when they wish to do so.
The commercial viability of our Cenntro iChassis relies on third-party hardware and software that may not be available, which could render our product less marketable and negatively impact our business, prospects and operating results. The commercial viability of our Cenntro iChassis depends in large part on third-party developers utilizing hardware and software that is required for autonomous driving.
We expect such incidence causing rising shipping rates volatility to continue for the foreseeable future. The commercial viability of our Cenntro iChassis relies on third-party hardware and software that may not be available, which could render our product less marketable and negatively impact our business, prospects and operating results.
Such a prohibition would substantially impair an investor’s ability to sell or purchase the Company’s Common Stock and negatively impact the price of the Common Stock.
Such a prohibition would substantially impair an investor’s ability to sell or purchase the Company’s Common Stock and negatively impact the price of the Common Stock. The delisting of our Common Stock, or the threat of their being delisted, may materially and adversely affect the value of your investment, even making it worthless.
The Cenntro iChassis can only be utilized if such hardware and software is otherwise available and third parties are willing to integrate such technology with the Cenntro iChassis. To the extent our competitors develop and market a fully integrated autonomous EV, we may be at a commercial disadvantage.
To the extent our competitors develop and market a fully integrated autonomous EV, we may be at a commercial disadvantage.
The Cenntro iChassis is an open-platform and programmable chassis product, designed to act as a basic and core execution unit of an automated or autonomous driving vehicle. An automated system typically runs within a well-defined set of parameters and is restricted in what tasks can be performed.
An automated system typically runs within a well-defined set of parameters and is restricted in what tasks can be performed. In contrast, an autonomous system learns and adapts to dynamic environments, and evolves as the environment around it changes.
In contrast, an autonomous system learns and adapts to dynamic environments, and evolves as the environment around it changes. To be driven autonomously, the Cenntro iChassis requires hardware and software that we do not produce, such as detection devices and decision-making software.
To be driven autonomously, the Cenntro iChassis requires hardware and software that we do not produce, such as detection devices and decision-making software. The Cenntro iChassis can only be utilized if such hardware and software is otherwise available and third parties are willing to integrate such technology with the Cenntro iChassis.
Removed
In 2024, we have introduced four new vehicle models, Avantier Ex, Avantier Commuter, Logistar 300 (LS300), and Logister 450 (LS450). Avantier Ex and Avantier Commuter are targeting European markets and other markets outside of US markets while LS300 and LS450 are mainly targeting the US markets.
Added
Trans-Pacific shipping rates experienced substantial swings in 2025, driven in part by shippers frontloading imports ahead of U.S. tariff increases, followed by a significant softening in demand in the second half of the year.
Removed
Although the overall shipping cost was decreasing relatively to the year 2022 and 2023, such factors related to capacities and geopolitical tensions had, and if persistent, may continue to have a negative impact on our vehicle production, gross profit margin, product delivery time and revenue recognition.
Added
On Asia-Europe lanes, elevated freight costs persisted into 2025 as a result of ongoing geopolitical disruptions, with routing conditions and carrier capacity deployment remaining subject to change. These conditions have had, and if persistent, may continue to have a negative impact on our vehicle production costs, gross profit margins, product delivery timelines, and revenue recognition.
Removed
Shipping cost have increased as of the end of November 2023 due to the frequent attacks by Houthi rebels on vessels transporting goods through the Suez Canal. Shipments to EU have instead taken a route crossing the Cape of Good Hope, which have significantly increased shipping costs and had lasting effects into 2024.
Added
The commercial viability of our Cenntro iChassis depends in large part on third-party developers utilizing hardware and software that is required for autonomous driving. The Cenntro iChassis is an open-platform and programmable chassis product, designed to act as a basic and core execution unit of an automated or autonomous driving vehicle.
Removed
Certain cost were stabilized as of March 2024, but the risk of higher cost volatility remains. Our operating results for the year ended December 31, 2024, have been impacted by certain capacity shortages and attacks on vessels in the Red Sea and we expect such incidence causing rising shipping rates volatility to continue for the foreseeable future.
Added
We maintain manufacturing and assembly facilities in Changxing and Yangzhong, China, and local assembly facilities in Freehold, New Jersey and Barstow, California in the United States, and also rely on third-party OEM manufacturing partners in China for the production of vehicle components and fully assembled units.
Removed
During 2021, we began utilizing one of our two facilities in Freehold, New Jersey for the trial production of our Logistar™ 400 model. In January 2022, we established a European Operations Center in Dusseldorf, Germany, which provides assembly, marketing support, after-market support and spare-parts warehousing for the European market.
Added
If major disasters such as earthquakes, fires, floods, hurricanes, wars, terrorist attacks, computer viruses, pandemics, or other unpredictable events including cyber-attacks, occur that impact our facilities or those of our manufacturing or distribution partners, we may be required to stop or delay production and shipment of our ECVs, which could materially and adversely affect our business, financial condition, operating results and prospects.
Removed
Effective March 2023, we began pilot production of the Logistar 400 at the in Jacksonville, Florida facility for distribution in the North American market. We also rely on our relationships with various manufacturing partners in China who manufacture our new ECV series.
Added
On April 25, 2025, we received a written notification from Nasdaq, notifying us that we are not in compliance with the minimum closing bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on Nasdaq.
Added
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we were provided 180 calendar days, or until October 22, 2025, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, our Common Stock must have a closing bid price of at least US$1.00 for a minimum of 10 consecutive business days.
Added
In the event we do not regain compliance by October 22, 2025, we may be eligible for additional time to regain compliance or may face delisting. On October 23, 2025, we received a written notice granting an additional 180-day calendar days, or until April 20, 2026, to regain compliance.
Added
In an effort to regain compliance with the minimum bid price requirement, we effected a Reverse Stock Split of our outstanding Common Stock at a ratio of 1-for-60, which became effective on April 13, 2026.
Added
As a result of the Reverse Stock Split, every sixty (60) issued and outstanding shares of the Company’s Common Stock were automatically combined into one (1) share of Common Stock. The Reverse Stock Split reduced the number of outstanding shares of the Company’s Common Stock from approximately 87,912,831 shares to approximately 1,465,214 shares.
Added
In addition, all outstanding options, warrants and other convertible securities of the Company were proportionately adjusted in accordance with their terms. The Reverse Stock Split did not affect any stockholder’s percentage ownership interest in the Company, except for the impact of fractional share rounding. The par value of the Company’s Common Stock remains unchanged after the Reverse Stock Split.
Added
Under amended Nasdaq Listing Rule 5810(c)(3)(A)(iv) (the “Nasdaq Excessive Reverse Share Split Rule”), companies are now limited by how many times they can effect reverse share splits within a certain time period to regain compliance with the minimum bid price requirement.
Added
Under the Nasdaq Excessive Reverse Share Split Rule, if a company’s ordinary shares fail to meet the minimum bid price requirement and the company has effected a reverse share split within the prior one-year period, it will not be eligible for any compliance period to address a bid price deficiency.
Added
Accordingly, if our Common Stock fall out of compliance with the minimum bid requirement within a one-year period following our most recent share consolidation, we will be issued a delisting determination rather than being granted a compliance period.
Added
Under these circumstances, we could appeal the delisting determination to a Hearings Panel, during which time any suspension or delisting action will be stayed.
Added
This amendment builds upon a 2020 rule change, which established an automatic delisting threshold for companies that have conducted one or more reverse share splits within a two-year period with a cumulative ratio of 250 shares or more to one.
Added
Companies that meet this threshold are also ineligible for a compliance period and are subject to delisting (subject to a stay pursuant to the appeal processes).
Added
In the event that our Common Stock are delisted from Nasdaq, U.S. broker-dealers may be discouraged from effecting transactions in our Common Stock because they may be considered penny stocks and thus be subject to the penny stock rules.
Added
The SEC has adopted a number of rules to regulate “penny stock” that restricts transactions involving stock which is deemed to be penny stock. Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Exchange Act. These rules may have the effect of reducing the liquidity of penny stocks.
Added
“Penny stocks” generally are equity securities with a price of less than $5.00 per share (other than securities registered on certain national securities exchanges or quoted on Nasdaq if current price and volume information with respect to transactions in such securities is provided by the exchange or system).
Added
Our Common Stock could be considered to be a “penny stock” within the meaning of the rules. The additional sales practice and disclosure requirements imposed upon U.S. broker-dealers may discourage such broker-dealers from effecting transactions in shares of our Common Stock, which could severely limit the market liquidity of such Common Stock and impede their sale in the secondary market.
Added
A U.S. broker-dealer selling a penny stock to anyone other than an established customer or “accredited investor” (generally, an individual with a net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser’s written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt.
Added
In addition, the “penny stock” regulations require the U.S. broker-dealer to deliver, prior to any transaction involving a “penny stock”, a disclosure schedule prepared in accordance with SEC standards relating to the “penny stock” market, unless the broker-dealer or the transaction is otherwise exempt.
Added
A U.S. broker-dealer is also required to disclose commissions payable to the U.S. broker-dealer and the registered representative and current quotations for the securities. Finally, a U.S. broker-dealer is required to submit monthly statements disclosing recent price information with respect to the “penny stock” held in a customer’s account and information with respect to the limited market in “penny stocks”.
Added
The market for “penny stocks” has suffered in recent years from patterns of fraud and abuse.
Added
Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, resulting in losses to our shareholders.
Added
Our management is aware of the abuses that have occurred historically in the penny stock market.
Added
Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. 50 Table of Contents If we fail to maintain our Nasdaq listing, we may face increased regulatory burdens and reduced investor protections on over-the-counter markets.
Added
If our Common Stock are delisted from Nasdaq, they would likely trade, if at all, on over-the-counter markets such as the OTCQX, OTCQB or OTCID marketplaces. These alternative markets are generally considered to be less efficient and less liquid than Nasdaq.
Added
Trading on the over-the-counter markets could subject our Common Stock and our shareholders to additional risks, including limited availability of market quotations, reduced liquidity, decreased market-making activity, reduced analyst coverage, and decreased ability to issue additional Common Stock or obtain additional financing.
Added
Additionally, the price of our Common Stock on these markets may be more volatile than on Nasdaq, and shareholders may find it more difficult to dispose of or obtain accurate price information about our Common Stock.
Added
Nasdaq has proposed a new $5 million minimum market value continued listing requirement that, if approved, could result in immediate suspension and delisting of our Common Stock without any cure period or opportunity to regain compliance.
Added
On January 13, 2026, Nasdaq proposed new listing rules requiring companies on the Nasdaq Global and Capital Markets to maintain a minimum Market Value of Listed Securities of at least $5 million.
Added
Under this proposal, if our market value falls below $5 million for 30 consecutive business days, our Common Stock would be immediately suspended from trading and delisted from Nasdaq, with no cure period, no compliance period, and no stay of suspension during any appeal. This proposed rule represents a fundamental departure from Nasdaq’s traditional approach to listing deficiencies.
Added
Unlike other continued listing requirements that provide companies with 180 days or more to regain compliance, the proposed market value requirement would result in immediate and irreversible consequences.
Added
While we could request a hearing before a Nasdaq Listing Qualifications Hearings Panel to appeal a delisting determination, such a request would not prevent the immediate suspension of our Common Stock from trading.
Added
Furthermore, the Hearings Panel would have extremely limited discretion and could only reverse the delisting decision if it determines that the initial determination was in error, and the Panel could not consider evidence that we had subsequently regained compliance or grant us additional time to do so.
Added
Nasdaq’s proposal reflects its belief that once a company’s market value falls below $5 million, the challenges facing that company are generally not temporary and are so severe that the company is unlikely to regain and sustain compliance for the long term. Nasdaq further believes it is difficult to maintain fair and orderly markets for such low-value companies.
Added
The SEC must decide on the proposal within 45 days of publication in the Federal Register, unless it extends the review period, creating uncertainty regarding whether and when this rule may become effective.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

1 edited+0 added−31 removed13 unchanged
Biggest changeThe Company’s Audit Committee is responsible for overseeing cybersecurity risk and are informed in a timely manner of any incidents considered potentially serious, together with details on the prevention, detection, mitigation and remediation of such incidents. 51 Table of Contents Item 2. Properties.
Biggest changeThe Company’s Audit Committee is responsible for overseeing cybersecurity risk and are informed in a timely manner of any incidents considered potentially serious, together with details on the prevention, detection, mitigation and remediation of such incidents. 53 Table of Contents
Removed
We currently own one facility in Changxing, China, which is approximately 737,413 square feet, and is primarily used for engineering and production of vehicle kits of the Metro® and assembly of certain ECV models for export and logistics operations. We currently lease eleven facilities and offices located in the United States, Germany, Mexico and China.
Removed
One of our United States facilities located in Howell, New Jersey, is approximately 41,160 square feet and is used primarily for the production of our Logistar™ 300, Logistar™ 400, and Logistar™ 450 model and warehousing. Our second existing facility in Freehold, New Jersey is approximately 2,600 square feet and is used as our corporate headquarters.
Removed
Our leased China facility is located in Hangzhou, Zhejiang Province, with approximately 15,456 square feet of office space primarily used as regional headquarters, as well as for research and development, supply-chain management, and sales operations. In January 2022, we established a European Operations Center in Dusseldorf, Germany, which provides marketing support, after-market support and spare-parts warehousing for the European market.
Removed
Our European Operations Center is approximately 27,220 square feet. We established a local assembly facility and EV Center in Ontario, California. The assembly factory is where we plan to assemble the Logistar™ 350, Logistar™ 400, Logistar™ 450 and the Teemak™ for eventual sale in the United States West Coast market.
Removed
We began trial assembling operations at the Jacksonville facility in July 2024. Our California based assembly facility and EV Center is approximately 64,000 square feet and is our flagship EV Center for sales and support functions.
Removed
In connection with our acquisition of TME, we utilize TME’s facility in Herne, Germany, where we are expanding local assembly capacity in the European Union for production of our European ECV models, including the Teemak® and Logistar™ series, in addition to the Metro®. In June 2024, we decided to terminate the Herne facility to improve operating efficiency.
Removed
While, in August 2022, we leased a 3,471 square feet facility in Barcelona, Spain for EV center and spare-parts fulfillment purpose. In November 2022, we leased a 112,694 square feet manufacturing facility located in the Aero Industrial Park in Monterrey, Mexico that will house our wholly owned Mexican subsidiary, Cennatic Energy, S. DE R.L. DE C.V. (“Cennatic Energy”).
Removed
Cennatic Energy will manufacture lithium-ion batteries for electric commercial vehicles. The purpose of the facility is to enhance the independence of our supply chain for essential components. At date of the report, we are closing battery manufacturing facility in Monterrey, Mexico and considering relocating the operations to the United States.
Removed
In addition, in the first quarter 2023, we leased a 26,579 square feet facility in Colombia, and 10,656 square feet facility in Dominic Republic as warehouse and offices, as we try to extend our market into South America 52 Table of Contents Item 3. Legal Proceedings.
Removed
The Company may be involved in various legal proceedings, claims and other disputes arising from the commercial operations, projects, employees and other matters which, in general, are subject to uncertainties and in which the outcomes are not predictable.
Removed
The Company determines whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated.
Removed
Although the outcomes of these legal proceedings cannot be predicted, the Company does not believe these actions, in the aggregate, will have a material adverse impact on its financial position, results of operations or liquidity.
Removed
Please refer to the description as contained in “Item 8 Financial Statements and Supplementary Data” on page F-1 of our Annual Report and the information described below. In June 2022, Sevic Systems SE (“Sevic”) filed for injunctive relief in a corporate court in Brussels, Belgium, alleging that Cenntro Automotive Europe GmbH (“CAE”) infringed on Sevic’s intellectual property (“IP”) rights.
Removed
The injunctive action was also directed against LEIE Center SRL (“LEIE”) and Cedar Europe GmbH (“Cedar”), two distribution partners of CAE. There, Sevic claims it acquired all IP rights to an electric vehicle, the so-called CITELEC model (“CITELEC”), fully and exclusively from the French company SH2M Sarl (“SH2M”) under Mr. Pierre Millet.
Removed
Sevic claims these rights were acquired under a 2019 IP transfer agreement. According to Sevic, the METRO model(“METRO”) produced by Cenntro Electro Group Ltd. (“CEGL”) and distributed by CAE derives directly from the CITELEC. Sevic alleges the distribution of the METRO infringes on Sevic’s IP rights. In its action, Sevic relies on (Belgian) copyright law and unfair business practices.
Removed
On February 2, 2023, the president of the commercial court of Brussels rendered a judgment, declaring i) the claim against Cedar was inadmissible and ii) The main claim against CAE and LEIE was founded. According to the president’s opinion the CITELEC-model can enjoy copyright protection and determined it was sufficiently proven that Sevic acquired the copyrights of the CITELEC-model.
Removed
The president then concluded that the distribution of the METRO-model in Belgium constituted a violation of article XI. 165 §1 of the Belgian Code of Economic Law and thereby ordered the cessation of the distribution of the METRO-model, a penalty in the form of a fine of EUR20,000.00 per sold vehicle in Belgium and EUR5,000.00 for each other infringement in Belgium after the judgement was served with a maximum fine of EUR500,000.00 for LEIE and EUR1,000,000.00 fine for CAE.
Removed
Because CAE has not sold any METRO-models in Belgium, the Company believes the judgement is incorrect but has accrued the related liability according to the judgement made. On April 17,2023 CAE filed a writ of appeal. The introductory hearing was scheduled for May 22, 2023. The judge did not give any legal assessment at the hearing.
Removed
All parties had been granted deadlines for written pleadings. On January 29, 2025, CAE rejected the late delivered final writ by lawyers of Sevic, which should have been received by September 2, 2024. As of the date of this report, it is not possible to determine the outcome of these proceedings related to Sevic.
Removed
On July 22, 2022, Xiongjian Chen filed a complaint against Cenntro Electric Group Limited (“CENN”), Cenntro Automotive Group Limited (“CAG”), Cenntro Enterprise Limited (“CEL”) and Peter Z. Wang (“Wang,” together with CENN, CAG and CEL, the “Defendants”) in the United States District Court for the District of New Jersey.
Removed
The complaint alleges eleven causes of action sounding in contract and tort against the Defendants, all pertaining to stock options issued to Mr. Chen pursuant to his employment as Chief Operating Officer of CAG.
Removed
With respect to the four contract claims, Plaintiff alleges breach of contract claims pertaining to an employment agreement between Plaintiff and CAG and a purported letter agreement between Plaintiff and CEL.
Removed
With respect to the seven tort claims, Plaintiff alleges claims regarding purported misrepresentations and promises made concerning the treatment of Plaintiff’s stock options upon a corporate transaction, including claims for tortious interference, fraud, promissory estoppel, negligent misrepresentation, unjust enrichment and conversion.
Removed
The complaint seeks, among other things, money damages (including compensatory and consequential damages) in the amount of $19 million, plus interest, attorneys’ fees and expenses. Defendants moved to dismiss the complaint against all Defendants for failure to state a claim and for lack of personal jurisdiction over defendants CAG and CEL.
Removed
On April 30, 2023, the District Court dismissed the claims against CAG and CEL for lack of personal jurisdiction. In addition, the District Court dismissed all the claims against Wang and CENN without prejudice and permitted the Plaintiff to amend his complaint within 30 days to address the deficiencies in his claims against Wang and CENN.
Removed
On May 28, 2023, Plaintiff filed an amended complaint. On July 20, 2023, the Defendants filed a motion seeking the dismissal of that amended complaint. On September 22, 2023, the Plaintiff filed to oppose our Motion to Dismiss and Motion to Strike. The Defendants filed our reply briefs by the deadline on November 9, 2023.
Removed
On January 25, 2024, the Magistrate Judge entered an Order granting Plaintiff’s Motion to Amend and denying our Motion to Strike as moot. On November 12, 2024, District Court issued an Order, dismissing Plaintiff’s all claims except with respect to the promissory estoppel claim against Peter Wang.
Removed
On November 26, 2024, we filed a Motion for Reconsideration of the Court’s denial of Cenntro’s Motion to Dismiss Plaintiff’s promissory estoppel claim against Peter Wang. Concurrently, on same date Plaintiff moved for reconsideration of the Court’s decision to dismiss the case as against CAG for lack of personal jurisdiction.
Removed
On December 30, 2024, the Defendant filed a Reply in Further Support of Peter Wang’s Motion for Reconsideration, which, in accordance with the Court’s practices, was filed as part of a Motion for Leave to File a Reply Brief, against which the Plaintiff filed an Opposition on January 17, 2025. 53 Table of Contents On January 2, 2024, MHP Americas, Inc.
Removed
(“MHP”), sent a letter to Cenntro Electric Group Limited (“CEGL”) demanding payment allegedly owed by CEGL to MHP in the amount of: (i) $ 1,767,516.91 for unpaid invoices, (ii) $ 3,289,500 for total contract invoices and milestone payments for alleged breaches in connection with a master consulting services agreement dated August 8, 2022 and/or Statement of Work dated March 9, 2023 by and between the parties.
Removed
On January 12, 2024, CEGL responded to the letter denying any breach and disputing the amounts claimed. Item 4. Mine Safety Disclosures. Not Applicable. PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

16 edited+3 added−4 removed16 unchanged
Biggest change(“Tooniu” when individually referenced), a PRC company and a wholly owned subsidiary of Cenntro Automotive Group Limited; ● Pikka Electric Corporation (“PEC” when individually referenced), a Delaware corporation and a wholly owned subsidiary of CEGI; ● Shengzhou Cenntro Machinery Co., Ltd.
Biggest change(“Tooniu” when individually referenced), a PRC company and a wholly owned subsidiary of Cenntro Automotive Group Limited; ● Pikka Electric Corporation (“PEC” when individually referenced), a Delaware corporation and a wholly owned subsidiary of CEGI; ● Simachinery Equipment Limited (“Simachinery Equipment” when individually referenced), a Hong Kong company and a wholly owned subsidiary of Cenntro Automotive Group Limited; ● Teemak Power (Hong Kong) Limited (“Teemak HK” when individually referenced), a Hong Kong company and a wholly-owned subsidiary of Teemak; ● Zhejiang Cenntro Machinery Co., Ltd.
As a result of the Redomiciliation, the jurisdiction of incorporation of the ultimate parent company of the Cenntro group of companies was changed from Australia to Nevada, and as a result of CEGL becoming a subsidiary of the Company. 2 Table of Contents The Redomiciliation was effected pursuant to a statutory scheme of arrangement under Australian law (the “Scheme”), whereby on February 27, 2024 (the “Implementation Date”), all of the issued ordinary shares of CEGL were exchanged for newly issued shares of common stock of the Company, on the basis of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) for every one ordinary shares of CEGL.
As a result of the Redomiciliation, the jurisdiction of incorporation of the ultimate parent company of the Cenntro group of companies was changed from Australia to Nevada, and CEGL became a subsidiary of the Company. 2 Table of Contents The Redomiciliation was effected pursuant to a statutory scheme of arrangement under Australian law (the “Scheme”), whereby on February 27, 2024 (the “Implementation Date”), all of the issued ordinary shares of CEGL were exchanged for newly issued shares of common stock of the Company, on the basis of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) for every one ordinary shares of CEGL.
We refer to such financial statement as Cenntro’s “combined financial statements.” References to “dollars,” “$,” “U.S. dollars” and “USD” refer to United States dollars. On December 8, 2023, the Company effected a 1-for-10 reverse stock split, where the Company’s common stock began to trade on a reverse split adjusted basis.
We refer to such financial statement as Cenntro’s “consolidated financial statements.” References to “dollars,” “$,” “U.S. dollars” and “USD” refer to United States dollars. On December 8, 2023, the Company effected a 1-for-10 reverse stock split, where the Company’s common stock began to trade on a reverse split adjusted basis.
Form 10-K Summary 93 SIGNATURES 93 1 Table of Contents ABOUT THIS ANNUAL REPORT Unless the context otherwise requires, the terms “Cenntro,” the “Company,” “we,” “us,” “our” and similar terms used in this Annual Report on Form 10-K refer (i), prior to the Redomiciliation (as defined herein) to Cenntro Electric Group Limited (“CEGL”), an Australian corporation, and its subsidiaries, and (ii), following the Re-domiciliation, to Cenntro Inc., a Nevada corporation, and its subsidiaries (including Cenntro Electric Group Limited).
Form 10-K Summary 91 SIGNATURES 91 1 Table of Contents ABOUT THIS ANNUAL REPORT Unless the context otherwise requires, the terms “Cenntro,” the “Company,” “we,” “us,” “our” and similar terms used in this Annual Report on Form 10-K refer (i), prior to the Redomiciliation (as defined herein) to Cenntro Electric Group Pty Limited (“CEGL”), an Australian corporation, and its subsidiaries, and (ii), following the Re-domiciliation, to Cenntro Inc., a Nevada corporation, and its subsidiaries (including Cenntro Electric Group Pty Limited).
OTHER PERTINENT INFORMATION This Annual Report contains our audited consolidated and combined financial statements and related notes as of December 31, 2024 and 2023 and for the fiscal years ended December 31, 2024, and 2023 (“Audited Financial Statements”). Our Audited Financial Statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”).
OTHER PERTINENT INFORMATION This Annual Report contains our audited consolidated financial statements and related notes as of December 31, 2025 and 2024 and for the fiscal years ended December 31, 2025, and 2024 (“Audited Financial Statements”). Our Audited Financial Statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”).
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 88 ITEM 13. Certain Relationships and Related Transactions, and Director Independence 90 ITEM 14. Principal Accounting Fees and Services 90 PART IV ITEM 15. Exhibits and Financial Statement Schedules 91 ITEM 16.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 86 ITEM 13. Certain Relationships and Related Transactions, and Director Independence 88 ITEM 14. Principal Accounting Fees and Services 88 PART IV ITEM 15. Exhibits and Financial Statement Schedules 89 ITEM 16.
Our combined financial statements as of December 31, 2024 and for the years ended December 31, 2024, and 2023, included in this Annual Report, are the combined financial statements of Cenntro and present periods prior to the Redomicile (as defined below).
Our consolidated financial statements as of December 31, 2025 and for the years ended December 31, 2025, and 2024, included in this Annual Report, are the consolidated financial statements of Cenntro and present periods prior to the Redomicile (as defined below).
Financial Statements and Supplementary Data 78 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 78 ITEM 9A. Controls and Procedures 78 ITEM 9B. Other Information 79 ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 79 PART III ITEM 10. Directors, Executive Officers and Corporate Governance 80 ITEM 11. Executive Compensation 83 ITEM 12.
Financial Statements and Supplementary Data 76 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 76 ITEM 9A. Controls and Procedures 76 ITEM 9B. Other Information 77 ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 77 PART III ITEM 10. Directors, Executive Officers and Corporate Governance 78 ITEM 11. Executive Compensation 81 ITEM 12.
(“Hengzhong Tech” when individually referenced), a PRC company and a wholly owned subsidiary of Hangzhou Cenntro Autotech Co., Ltd.; ● Hangzhou Hezhe Energy Technology Co. Ltd. (“Hangzhou Hezhe” when individually referenced), a PRC company and a 80% owned subsidiary of Hangzhou Ronda Tech Co., Ltd. ● Jiangsu Tooniu Tech Co., Ltd.
(“Hengzhong Tech” when individually referenced), a PRC company and a wholly owned subsidiary of Hangzhou Cenntro Autotech Co., Ltd.; ● Hangzhou Hezhe Energy Technology Co. Ltd. (“Hangzhou Hezhe” when individually referenced), a PRC company and a 80% owned subsidiary of Hangzhou Ronda Tech Co., Ltd. ● Hangzhou Hezhe International Trading Co., Ltd.
ITEM 4. Mine Safety Disclosures 54 PART II ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 54 ITEM 6. [Reserved] 55 ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 55 ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk 78 ITEM 8.
ITEM 4. Mine Safety Disclosures 56 PART II ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 56 ITEM 6. [Reserved] 57 ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 57 ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk 74 ITEM 8.
(“CE COL” when individually referenced), a Colombian company and wholly-owned subsidiary of CAC; ● Cenntro Electric Group Limited ACN 619 054 938, (“CEGL” when individually referenced), an Australian company and wholly-owned subsidiary of Cenntro, Inc.; ● Cenntro Electric Group (Europe) GmbH, (formerly Blitz F22-1 GmbH) (“CEGE” when individually referenced), a German company and wholly-owned subsidiary of CEBV.; ● Cenntro Electric Group, Inc.
(“CE COL” when individually referenced), a Colombian company and wholly-owned subsidiary of CAC; ● Cenntro Electric Group Pty Limited ACN 619 054 938, (“CEGL” when individually referenced, formerly known as Cenntro Electric Group Limited before June 14, 2024), an Australian company and wholly-owned subsidiary of Cenntro, Inc.; ● Cenntro Electric Group (Europe) GmbH, (formerly Blitz F22-1 GmbH) (“CEGE” when individually referenced), a German company and wholly-owned subsidiary of CEBV.; ● Cenntro Electric Group, Inc.
(“CEV Italy” when individually referenced), an Italian company and a wholly-owned subsidiary of CE EU; ● Cenntro Automotive Group Limited (“CAG HK” when individually referenced), a Hong Kong company and a wholly owned subsidiary of Cenntro Inc.; ● Cenntro Technology Corporation (“CTC” when individually referenced), a California corporation and a wholly owned subsidiary of CEGI; ● Hangzhou Ronda Tech Co., Ltd.
(“CEV Italy” when individually referenced), an Italian company and a wholly-owned subsidiary of CEBV, was deregistered on January 14, 2026; ● Cenntro Automotive Group Limited (“CAG HK” when individually referenced), a Hong Kong company and a wholly owned subsidiary of Cenntro Inc.; ● Cenntro Technology Corporation (“CTC” when individually referenced), a California corporation and a wholly owned subsidiary of CEGI; ● Hangzhou Ronda Tech Co., Ltd.
(“Zhejiang Machinery” when individually referenced), a PRC company and a wholly owned subsidiary of Cenntro Automotive Group Limited; and ● Zhejiang Sinomachinery Co., Ltd. (“Zhejiang Sinomachinery” when individually referenced), a PRC company and a wholly owned subsidiary of Simachinery Equipment Limited. 4 Table of Contents PART I
(“Zhejiang Machinery” when individually referenced), a PRC company and a wholly owned subsidiary of Cenntro Automotive Group Limited; and 4 Table of Contents PART I
(“CEBV” when individually referenced), a Dutch company and wholly-owned subsidiary of Cenntro Electric Group, Inc.; ● Cenntro Electric CIC, SRL (“CEG DOM” when individually referenced), a Dominican company and 99%-owned subsidiary of Cenntro Automotive Corporation; ● Cenntro Electric Colombia S.A.S.
(“CEBV” when individually referenced), a Dutch company and wholly-owned subsidiary of Cenntro Electric Group, Inc.; ● Cenntro Electric Colombia S.A.S.
(“CA COL” when individually referenced), a Colombian company and wholly-owned subsidiary of CAC; ● Cenntro Elecautomotiv, S.L. (“CE SPAIN” when individually referenced), a Spanish company and wholly-owned subsidiary of CE EU; 3 Table of Contents ● Cenntro Electric B.V.
(“CA COL” when individually referenced), a Colombian company and wholly-owned subsidiary of CAC; ● Cenntro Elecautomotiv, S.L.
No fractional shares were issued in connection with the reverse stock split and all such fractional interests were rounded up to the nearest whole number of shares of common stock. All references herein to the outstanding stock of the Company have been adjusted to reflect this reverse split.
No fractional shares were issued in connection with the reverse stock split and all such fractional interests were rounded up to the nearest whole number of shares of common stock. On February 27, 2024, CEGL completed the redomiciliation of CEGL in accordance with the scheme implementation agreement, between CEGL and Cenntro (the “Redomiciliation”).
Removed
Prior to the Redomiciliation and during the fiscal years ended December 31, 2023, and 2022, the Company was subject to the Australian Corporations Act 2001 (Cth) (“Corporations Act”), which requires financial statements be prepared in accordance with Australian Accounting Standards (“AASB”), equivalent to International Financial Reporting Standards (“IFRS”) and audited in accordance with Australian Auditing Standards (“ASAs”).
Added
On April 13, 2026, the Company effected a 1-for-60 reverse stock split of its outstanding common stock (“Reverse Stock Split”). The Company’s common stock began trading on a split-adjusted basis on such date. No fractional shares were issued, and all fractional shares were rounded up.
Removed
The financial information in this Annual Report (including the information in the Audited Financial Statements) are not financial statements for the purposes of the Corporations Act and is considered “non-IFRS financial information” under the Australian Securities and Investment Commission’s Regulatory Guide 230: ‘Disclosing non-IFRS financial information.’ Such non-IFRS financial information may not be comparable to similarly titled information presented by other entities and should not be construed as an alternative to other financial information prepared in accordance with IFRS.
Added
(“CE SPAIN” when individually referenced), a Spanish company and wholly-owned subsidiary of CEBV, changed its corporate name to Avantier Motors Spain, S.L., effective September 22, 2025, as approved by shareholder resolution, and such change was registered with the Mercantile Registry on November 26, 2025; 3 Table of Contents ● Cenntro Electric B.V.
Removed
On February 27, 2024, CEGL completed the redomiciliation of CEGL in accordance with the scheme implementation agreement, between CEGL and Cenntro (the “Redomiciliation”).
Added
(“Hangzhou Hezhe Trading” when individually referenced), a PRC company and a wholly owned subsidiary of Hangzhou Hezhe Energy Technology Co. Ltd. ● Jiangsu Tooniu Tech Co., Ltd.
Removed
(“Shengzhou Machinery” when individually referenced), a PRC company and a 92.7% subsidiary of Hangzhou Ronda Tech Co., Ltd., 7.3% owned by Hangzhou Cenntro Autotech Co., Ltd.; ● Simachinery Equipment Limited (“Simachinery Equipment” when individually referenced), a Hong Kong company and a wholly owned subsidiary of Cenntro Automotive Group Limited; ● Teemak Power (Hong Kong) Limited (“Teemak HK” when individually referenced), a Hong Kong company and a wholly-owned subsidiary of Teemak; ● Zhejiang Cenntro Machinery Co., Ltd.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+10 added−0 removed3 unchanged
Biggest changeThe following table sets forth, for the periods indicated, the high and low bid prices of our Common Stock.
Biggest changeOn April 13, 2026, we effected a 1-for-60 Reverse Stock Split of its outstanding common stock, which reduced the number of issued and outstanding shares from 87,912,831 shares to approximately 1.5 million shares, subject to adjustment for fractional shares. The following table sets forth, for the periods indicated, the high and low bid prices of our Common Stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Shares of our Common Stock are currently quoted on the Nasdaq Capital Markets under the symbol “CENN”. We had 30,866,614 shares of Common Stock issued and outstanding as of December 31, 2024.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Shares of our Common Stock are currently quoted on the Nasdaq Capital Markets under the symbol “CENN”. We had 87,912,831 shares of Common Stock issued and outstanding as of December 31, 2025.
The transfer agent’s address is 1 State Street, 30th Floor, New York, NY 10004. Dividends To date, we have not declared or paid any dividends on our Common Stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our Common Stock.
Transfer Agent The transfer agent for our Common Stock is Continental Stock Transfer & Trust Company. The transfer agent’s address is 1 State Street, 30th Floor, New York, NY 10004. Dividends To date, we have not declared or paid any dividends on our Common Stock.
Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our Board of Directors has the discretion to declare and pay dividends in the future. Payment of dividends in the future will depend upon our earnings, capital requirements, and any other factors that our Board of Directors deems relevant.
Payment of dividends in the future will depend upon our earnings, capital requirements, and any other factors that our Board of Directors deems relevant.
High Low Fiscal Year Ended December 31, 2024 First Quarter $ 1.56 $ 1.00 Second Quarter $ 2.30 $ 1.34 Third Quarter $ 1.84 $ 1.11 Fourth Quarter $ 1.47 $ 1.02 Fiscal Year Ended December 31, 2023 (1) First Quarter $ 0.87 $ 0.35 Second Quarter $ 0.49 $ 0.28 Third Quarter $ 0.50 $ 0.23 Fourth Quarter $ 1.59 $ 1.21 (1) Accounts for a 1:10 reverse stock split effective as of December 8, 2023. 54 Table of Contents Holders of Capital Stock As of December 31, 2024, we had 240 holders of our Common Stock.
High Low Fiscal Year Ended December 31, 2025 First Quarter $ 1.33 $ 0.64 Second Quarter $ 1.10 $ 0.67 Third Quarter $ 0.79 $ 0.47 Fourth Quarter $ 0.66 $ 0.13 Fiscal Year Ended December 31, 2024 First Quarter $ 1.56 $ 1.00 Second Quarter $ 2.30 $ 1.34 Third Quarter $ 1.84 $ 1.11 Fourth Quarter $ 1.47 $ 1.02 56 Table of Contents Holders of Capital Stock As of December 31, 2025, we had 188 holders of our Common Stock.
Stock Option Grants As of the date of this Annual Report, options to purchase an aggregate of 2,202,248 shares of Common Stock have been granted and 5,147 shares of Common Stock have been issued under the 2023 Plan. Transfer Agent The transfer agent for our Common Stock is Continental Stock Transfer & Trust Company.
Stock Option Grants As of the date of this Annual Report, options to purchase an aggregate of 36,704 shares of Common Stock have been granted and 86 shares of Common Stock have been issued under the 2023 Plan, in each case after giving effect to the Reverse Stock Split effected on April 13, 2026.
Added
We currently do not anticipate paying any cash dividends in the foreseeable future on our Common Stock. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our Board of Directors has the discretion to declare and pay dividends in the future.
Added
Convertible Promissory Notes and Related Derivative Liabilities On May 16, 2025, we entered into an amendment (the “Note Amendment”) with About Investment Pte. Ltd. (the “Holder”) to a senior secured promissory note originally issued on July 20, 2022, with an original principal amount of $52,237,500 (the “Note”).
Added
Pursuant to the Note Amendment, the parties agreed to modify the floor price applicable to conversions of the Note to $0.202 per share, subject to adjustment for share splits and combinations.
Added
The Note, as amended, continues to provide that the Holder may convert all or any portion of the outstanding balance into our common stock at a conversion price equal to the lesser of (i) the fixed conversion price or (ii) 85% of the ten day VWAP during the ten consecutive trading days ending on the trading day that is immediately prior to the applicable conversion date, and in each case subject to adjustment set forth in the Note.
Added
The Note also contains a 9.99% beneficial ownership limitation, which restricts the Holder, together with its affiliates, from owning more than 9.99% of our outstanding common stock upon any conversion. On October 23, 2025, we entered into an exchange agreement (the “Exchange Agreement”) with About Investment Pte. Ltd.
Added
(“About Pte”), pursuant to which About Pte agreed to exchange the outstanding principal balance of a senior secured convertible note originally issued on July 20, 2022, as subsequently assigned to About Pte and amended to extend its maturity date to January 19, 2026, which was extended to January 19, 2027 on January 19, 2026.
Added
In consideration for the exchange, we issued to About Pte a new secured convertible promissory note in the principal amount of $4,000,000 (the “Exchange Note”). The Exchange Note bears interest at a rate of 8% per annum and matures on January 19, 2026, which was extended to January 19, 2027 on January 19, 2026.
Added
Upon the occurrence of an event of default, interest accrues at the lesser of 10% per annum or the maximum rate permitted by applicable law, and the holder may accelerate the maturity of the Exchange Note, in which case 110% of the then-outstanding principal amount, together with all accrued and unpaid interest, becomes immediately due and payable.
Added
Upon cure of any such default, the interest rate reverts to 8% per annum.
Added
As of the date of this report, About Pte has converted the Exchange Note to purchase an aggregate of 12,000,000 shares of common stock, $0.0001 par value per share (the “Common Stock”) of the Company, and the Company has issued to the About Pte 12,000,000 shares of Common Stock in accordance with the terms of the Exchange Note.

Item 7. Management's Discussion & Analysis

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

100 edited+49 added−130 removed77 unchanged
Biggest changeDollars) Combined Statements of Operations Data: Net revenues 31,297,393 10,425,659 Cost of goods sold (23,688,846 ) (8,808,257 ) Gross profit 7,608,547 1,617,402 Operating Expenses: Selling and marketing expenses (7,364,678 ) (4,175,784 ) General and administrative expenses (26,321,333 ) (32,964,644 ) Research and development expenses (5,160,803 ) (7,721,459 ) Provision for credit losses (393,873 ) — Impairment of Goodwill (209,130 ) — Total operating expenses (39,449,817 ) (44,861,887 ) Loss from operations (31,841,270 ) (43,244,485 ) Other Expense: Interest income (expense), net (183,662 ) 402,415 (Loss) gain from long-term investments (299,772 ) 70,759 Other (expense) income, net (518,150 ) 521,708 Loss from early termination of lease contract (2,218,120 ) — Gain on redemption of convertible promissory notes — 12,507 Change in fair value of convertible promissory notes and derivative liability 7,194 75,341 Change in fair value of equity securities 1,019,285 (2,600,721 ) Foreign currency exchange loss, net 44,481 (941,995 ) Gain (loss)from cross-currency swaps (9,463 ) 8,664 Loss from acquisition in relation to the revaluation of the previously held equity interest (149,872 ) (136,302 ) Gain (Loss) on exercise of warrants 900 (228,903 ) Net loss from continuing operations before tax (34,148,449 ) (46,061,012 ) Income tax (benefit) expense 35,524 (8,988 ) Net loss from continuing operation (34,112,925 ) (46,070,000 ) Discontinued operations: Loss from discontinued operations, net of tax (10,795,692 ) (8,290,755 ) Net loss (44,908,617 ) (54,360,755 ) Less: net loss attributable to non-controlling interests (41,804 ) (161,430 ) Net loss attributable to the Company’s shareholders (44,866,813 ) (54,199,325 ) Comparison of the Years Ended December 31, 2024 and 2023 Net Revenues The following table presents our net revenue components by amount and as a percentage of the total net revenues for the periods presented.
Biggest changeDollars) Statements of Operations Data: Net revenues 18,080,161 31,297,393 Cost of goods sold (20,396,258 ) (23,688,846 ) Gross (loss) profit (2,316,097 ) 7,608,547 Operating Expenses: Selling and marketing expenses (2,520,796 ) (7,364,678 ) General and administrative expenses (20,341,399 ) (26,321,333 ) Research and development expenses (2,814,163 ) (5,160,803 ) Provision for credit losses (4,556,311 ) (393,873 ) Impairment of Goodwill — (209,130 ) Total operating expenses (30,232,669 ) (39,449,817 ) Loss from operations (32,548,766 ) (31,841,270 ) Other Expense: Interest expense, net (452,990 ) (183,662 ) Loss from long-term investments (60 ) (299,772 ) Change in fair value of convertible promissory notes and derivative liability (8,474,719 ) 7,194 Change in fair value of equity securities (26,604,319 ) 1,019,285 Foreign currency exchange gain, net 98,031 44,481 Loss from acquisition in relation to the revaluation of the previously held equity interest — (149,872 ) Loss from early termination of lease contract (717,633 ) (2,218,120 ) Gain on exercise of warrants — 900 Loss from cross-currency swaps (20,225 ) (9,463 ) Loss from Note Amendment (1,756,137 ) — Gain from disposal of Cenntro Electric CICS, S.R.L.’s equity 1,157,556 — Other income (expense), net 380,129 (518,150 ) Net loss from continuing operations before tax (68,939,133 ) (34,148,449 ) Income tax (benefit) expense 52,920 35,524 Net loss from continuing operation (68,886,213 ) (34,112,925 ) Discontinued operations: Loss from discontinued operations, net of tax (4,135,717 ) (10,795,692 ) Net loss (73,021,930 ) (44,908,617 ) Less: net loss attributable to non-controlling interests (40,157 ) (41,804 ) Net loss attributable to the Company’s shareholders (72,981,773 ) (44,866,813 ) Comparison of the Years Ended December 31, 2025 and 2024 Net Revenues The following table presents our net revenue components by amount and as a percentage of the total net revenues for the periods presented.
The Company’s financial instruments not reported at fair value primarily consist of cash and cash equivalents, restricted cash, accounts receivable, other current assets, amount due from and due to related parties, accounts payable and other current liabilities and short-term loans.
The Company’s financial instruments not reported at fair value primarily consist of cash and cash equivalents, restricted cash, accounts receivable, other current assets, amount due from and to related parties, accounts payable and other current liabilities and short-term loans.
Estimated useful lives are as follows: Land Infinite Plant and building 20 years Machinery and equipment 5-10 years Office equipment 5 years Motor vehicles 3-5 years Leasehold improvement Over the shorter of the lease term or estimated useful lives The Company reassesses the reasonableness of the estimates of useful lives and residual values of long-lived assets when events or changes in circumstances indicate that the useful lives and residual values of a major asset or a major category of assets may not be reasonable.
Estimated useful lives are as follows: Category Estimated useful life Land Infinite Plant and building 20 years Machinery and equipment 5-10 years Office equipment 3-5 years Motor vehicles 3-5 years Leasehold improvement Over the shorter of the lease term or estimated useful lives The Company reassesses the reasonableness of the estimates of useful lives and residual values of long-lived assets when events or changes in circumstances indicate that the useful lives and residual values of a major asset or a major category of assets may not be reasonable.
Actual results could vary materially as a result of a number of factors, including: • The costs of bringing our new facilities into operation; • The timing and costs involved in rolling out new ECV models to market; • Our ability to manage the costs of manufacturing our ECVs; • The costs of maintaining, expanding and protecting our intellectual property portfolio, including potential litigation costs and liabilities; 63 Table of Contents • Revenues received from sales of our ECVs; • The costs of additional general and administrative personnel, including accounting and finance, legal and human resources, as well as costs related to litigation, investigations, or settlements; • Our ability to collect future revenues; and • Other risks discussed in the section titled “ Risk Factors .” For the twelve months from the date hereof, we also plan to continue implementing measures to increase revenues and control operating costs and expenses, implementing comprehensive budget controls and operational assessments, implementing enhanced vendor review and selection processes as well as enhancing internal controls.
Actual results could vary materially as a result of a number of factors, including: • The costs of bringing our new facilities into operation; • The timing and costs involved in rolling out new ECV models to market; • Our ability to manage the costs of manufacturing our ECVs; • The costs of maintaining, expanding and protecting our intellectual property portfolio, including potential litigation costs and liabilities; 65 Table of Contents • Revenues received from sales of our ECVs; • The costs of additional general and administrative personnel, including accounting and finance, legal and human resources, as well as costs related to litigation, investigations, or settlements; • Our ability to collect future revenues; and • Other risks discussed in the section titled “ Risk Factors .” For the twelve months from the date hereof, we also plan to continue implementing measures to increase revenues and control operating costs and expenses, implementing comprehensive budget controls and operational assessments, implementing enhanced vendor review and selection processes as well as enhancing internal controls.
We incur cost of goods sold in relation to (i) vehicle sales and spare-part sales, including, among others, purchases of raw materials, labor costs, and manufacturing expenses that related to ECVs, and (ii) other sales, including cost and expenses that are not related to ECV sales. Cost of goods sold also includes inventory write-downs.
We incur cost of goods sold in relation to (i) vehicle sales and spare-part sales, including, among others, purchases of raw materials, labor costs, and manufacturing expenses that related to ECVs, and (ii) other sales, including cost and expenses that are not related to ECV sales. Cost of goods sold also includes inventory write-downs and write-off.
GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated and combined financial statements, the reported amounts of revenue and expenses during the reporting period and the related disclosures in the consolidated and combined financial statements and accompanying footnotes.
GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, the reported amounts of revenue and expenses during the reporting period and the related disclosures in the consolidated financial statements and accompanying footnotes.
We assume no obligation to update these forward-looking statements to reflect actual results or changes in factors or assumptions affecting forward-looking statements. 55 Table of Contents Our revenues and results of operations could differ materially from those projected in the forward-looking statements as a result of numerous factors, including, but not limited to, the following: the risk of significant natural disaster, the inability of our company to insure against certain risks, inflationary and deflationary conditions and cycles, currency exchange rates, and changing government regulations domestically and internationally affecting our products and businesses.
We assume no obligation to update these forward-looking statements to reflect actual results or changes in factors or assumptions affecting forward-looking statements. 57 Table of Contents Our revenues and results of operations could differ materially from those projected in the forward-looking statements as a result of numerous factors, including, but not limited to, the following: the risk of significant natural disaster, the inability of our company to insure against certain risks, inflationary and deflationary conditions and cycles, currency exchange rates, and changing government regulations domestically and internationally affecting our products and businesses.
Cost of goods sold Cost of goods sold mainly consists of production-related costs including costs of raw materials, consumables, direct labor, overhead costs, depreciation of plants and equipment, manufacturing waste treatment processing fees, shipping cost and inventory write-downs.
Cost of goods sold Cost of goods sold mainly consists of production-related costs including costs of raw materials, consumables, direct labor, overhead costs, depreciation of plants and equipment, manufacturing waste treatment processing fees, shipping cost, inventory write-downs and inventory write-off.
We expect our selling and marketing expenses to increase as we introduce our new ECV models, further develop additional local dealership and service support networks to augment our expanding sales globally. 57 Table of Contents General and Administrative Expenses General and administrative expenses consist primarily of employee compensation and related expenses for administrative functions including finance, legal, human resources, and fees for third-party professional services.
We expect our selling and marketing expenses to increase as we introduce our new ECV models, further develop additional local dealership and service support networks to augment our expanding sales globally. 59 Table of Contents General and Administrative Expenses General and administrative expenses consist primarily of employee compensation and related expenses for administrative functions including finance, legal, human resources, and fees for third-party professional services.
Liquidity and Capital Resources We have historically funded working capital and other capital requirements primarily through bank loans, equity financings and short-term loans. Also, the reverse recapitalization we have completed at the end of December 2021 provided significant funding for the Company’s operations.
Liquidity and Capital Resources We have historically funded working capital and other capital requirements primarily through bank loans, equity financings and short-term loans. Also, the reverse recapitalization we have completed at the end of December 2021 provided significant funding for our operations.
Cost of goods sold The following table presents our cost of goods sold by amount and as a percentage of the total cost of goods sold for the periods presented. Year Ended December 31, 2024 2023 Amount % Amount % (Expressed in U.S.
Cost of goods sold The following table presents our cost of goods sold by amount and as a percentage of the total cost of goods sold for the periods presented. Year Ended December 31, 2025 2024 Amount % Amount % (Expressed in U.S.
Out of our significant accounting policies, which are described in “Note 2—Summary of Significant Accounting Policies” of our consolidated and combined financial statements for the year ended December 31, 2022, included elsewhere in this Annual Report, certain accounting policies are deemed “critical,” as they require management’s highest degree of judgment, estimates and assumptions.
Out of our significant accounting policies, which are described in “Note 2—Summary of Significant Accounting Policies” of our consolidated financial statements for the year ended December 31, 2025, included elsewhere in this Annual Report, certain accounting policies are deemed “critical,” as they require management’s highest degree of judgment, estimates and assumptions.
For the last several years, we relied substantially on private label channel partners to assemble and distribute the Metro® from vehicle kits that we manufactured in our facilities.
For the past several years, we relied substantially on private label channel partners to assemble and distribute the Metro® from vehicle kits that we manufactured in our facilities.
When an accounts receivable does not share risk characteristics with other accounts receivables, management will evaluate such accounts receivable for expected credit loss on an individual basis. Doubtful accounts balances are written off and deducted from allowance, when receivables are deemed uncollectible, after all collection efforts have been exhausted and the potential for recovery is considered remote.
When an accounts receivable does not share risk characteristics with other accounts receivables, management will evaluate such accounts receivable for expected credit loss on an individual basis. Allowance for credit losses balance are written off and deducted from allowance, when receivables are deemed uncollectible, after all collection efforts have been exhausted and the potential for recovery is considered remote.
Management used an expected credit loss model for the impairment of accounts receivable as of period ends. Management believes the aging of accounts receivable is a reasonable parameter to estimate expected credit loss, and determines expected credit losses for accounts receivables using an aging schedule as of period ends.
Management believes the aging of accounts receivable is a reasonable parameter to estimate expected credit loss, and determines expected credit losses for accounts receivables using an aging schedule as of period ends.
All transactions are settled in cash within the normal credit period, and there is no financing component. 73 Table of Contents Shipping and handling costs for product shipments occur prior to the customer obtaining control of the goods are accounted for as fulfilment costs rather than separate performance obligations and recorded as sales and marketing expenses.
All transactions are settled in cash within the normal credit period, and there is no financing component. 73 Table of Contents Shipping, handling costs and freight-out expenses for product shipments that occur prior to the customer obtaining control of the goods are accounted for as fulfilment costs rather than separate performance obligations and are recorded as selling and marketing expenses.
Our distributed manufacturing model allows us to focus our efforts on the design of ECV models and related technologies while outsourcing various portions of the manufacturing, assembly and marketing of our vehicles to qualified third parties, allowing the Company to operate with lower capital investment than traditional vertically integrated automotive companies.
Our distributed manufacturing model allows us to focus our efforts on the design of New Energy Vehicle (“NEV”) models and related technologies while outsourcing various portions of the manufacturing, assembly and marketing of our vehicles to qualified third parties, allowing the Company to operate with lower capital investment than traditional vertically integrated automotive companies.
As a practical expedient, the Company uses Net Asset Value (“NAV”) or its equivalent to measure the fair value of the Fund. The Company evaluates whether an investment is other-than-temporarily impaired based on the specific facts and circumstances.
As a practical expedient, the Company uses Net Asset Value (“NAV”) or its equivalent to estimate the fair value not to measure. The Company evaluates whether an investment is other-than-temporarily impaired based on the specific facts and circumstances.
For the years ended December 31, 2024 and 2023, net cash used in operating activities was approximately $21.4 million and $58.5 million, respectively. Short-Term Liquidity Requirements We are looking at measures to generate operating efficiency as well as increasing the inventory turns in containing the growth of working capital for reducing negative net cash used in operating activities.
For the years ended December 31, 2025 and 2024, net cash used in operating activities was approximately $12.6 million and $21.4 million, respectively. Short-Term Liquidity Requirements We are looking at measures to generate operating efficiency as well as increasing the inventory turns in containing the growth of working capital for reducing negative net cash used in operating activities.
We manufacture our own vehicle kits for the Metro® in our facilities in China and leverage the economies of scale of and the supply-chain availability in China to manufacture vehicle kits and fully assembled vehicles in our assembly plants in United States and Germany.
We manufacture our own vehicle kits for the Metro®, Teemak Series and iClassic Series in our facilities in China and leverage the economies of scale of and the supply-chain availability in China to manufacture vehicle kits and fully assembled vehicles in our assembly plants in United States.
Starting from the last quarter of 2021, we began generating revenue from the sales of the Logistar™ 200, Logistar™ 100, Logistar™ 260, Teemak™ and Neibor® 150 in Europe, Clubcar, Logistar™ 210 and Logistar™ 260 in Asia, Avantier™ and Logistar™ 400 in the US.
Starting from the last quarter of 2021, we began generating revenue from the sales of the Logistar™ 200, Logistar™ 100, Logistar™ 260, Teemak™, Neibor® 150, Antric® and Avantier™ in Europe, Clubcar, Teemak™, Logistar™ 210, Logistar™ 260 and iChassis™ in Asia, and Avantier™, Logistar™ 210, Logistar™ 400 and Logistar™ 450 in the US, Avantier™ in Africa.
Since inception in 2013 through December 31, 2024, we have spent over approximately $94.4 million in research and development activities related to our operations. We plan to increase our research and development expenditure over the long term as we build on our technologies in vehicle development, driving control, cloud-based platforms, and innovations for promoting sustainable energy.
Since inception in 2013 through December 31, 2025, we have spent over approximately $96.7 million in research and development activities related to our operations. We plan to increase our research and development expenditure over the long term as we build on our technologies in vehicle development, driving control, cloud-based platforms, and innovations for promoting sustainable energy.
Net revenues ended December 31, 2024 and 2023 were generated from (a) vehicles sales, which primarily represent net revenues from sales of Metro® vehicles (including vehicle kits), Logistar™ 200, Logistar™ 210, Logistar™ 210V, Logistar™ 260, Logistar™ 400, Antric®, Avantier™, Logistar™ 100, Neibor® 150 and Clubcar, (b) sales of ECV spare-parts related to our Metro® vehicles, and (c) other sales, which primarily were: (i) the sales of inventory of outsourced ECV batteries and (ii) charges on services provided to channel partners for technical developments and assistance with vehicle homologation or certification.
Net revenues ended December 31, 2025 and 2024 were generated from (a) vehicles sales, which primarily represent net revenues from sales of Metro® vehicles (including vehicle kits), Logistar™ 200, Logistar™ 210, Logistar™ 260, Logistar™ 300, Logistar™ 400, Logistar™ 450, Seres 5, Antric®, Avantier™, Logistar™ 100 and Clubcar, (b) sales of ECV spare-parts related to our Metro® vehicles, and (c) other sales, which primarily were: (i) the sales of inventory of outsourced ECV batteries and (ii) charges on services provided to channel partners for technical developments and assistance with vehicle homologation or certification.
Change in fair value of equity securities A gain in the change in fair value of equity securities for the year ended December 31, 2024 was approximately $1.0 million compared to approximately $2.6 million of a loss in the change in fair value of equity securities for the year ended December 31, 2023.
Change in fair value of equity securities A loss in the change in fair value of equity securities for the year ended December 31, 2025 was approximately $26.6 million compared to approximately $1.0 million of a gain in the change in fair value of equity securities for the year ended December 31, 2024.
If after assessing these qualitative factors, the Company determines it is “more-likely-than not” that the fair value is less than the carrying value, a quantitative assessment of goodwill is required.
If after assessing these qualitative factors, we determine it is “more-likely-than not” that the fair value is less than the carrying value, a quantitative assessment of goodwill is required.
Gross margin of vehicle sales is defined as gross profit of vehicle sales divided by total revenue of vehicle sales 58 Table of Contents Results of Operations The following table sets forth a summary of our statements of operations for the periods indicated: Year Ended December 31, 2024 2023 (Expressed in U.S.
Gross margin of vehicle sales is defined as gross profit of vehicle sales divided by total revenue of vehicle sales 60 Table of Contents Results of Operations The following table sets forth a summary of our statements of operations for the periods indicated: Years Ended December 31, 2025 2024 (Expressed in U.S.
The estimated fair values of loan from third party, and amount due from related party, non-current were not materially different from their carrying value as presented due to the brief maturities and because the interest rates on these borrowings approximate those that would have been available for loans of similar remaining maturities and risk profiles.
The estimated fair values of loans from third parties were not materially different from their carrying value as presented due to the brief maturities and because the interest rates on these borrowings approximate those that would have been available for loans of similar remaining maturities and risk profiles.
The fair value is based upon either market quotes for actively traded instruments or independent bids for nonexchange traded instruments. The accounting for changes in fair value of a derivative instrument depends on whether the instrument has been designated and qualifies as part of a hedging relationship.
Derivatives are recorded in the Consolidated Balance Sheets at fair value. The fair value is based upon either market quotes for actively traded instruments or independent bids for nonexchange traded instruments. The accounting for changes in fair value of a derivative instrument depends on whether the instrument has been designated and qualifies as part of a hedging relationship.
Year Ended December 31, 2024 2023 Amount % Amount % (Expressed in U.S.
Year Ended December 31, 2025 2024 Amount % Amount % (Expressed in U.S.
Other income (expense), net Other expense net for the year ended December 31, 2024 was approximately $0.5 million, representing a change of approximately $1.1 million compared to approximately $0.5 million of other income, net for the year ended December 31, 2023.
Other income (expense), net Other income, net for the year ended December 31, 2025 was approximately $0.4 million, representing a change of approximately $0.9 million compared to approximately $0.5 million of other expense, net for the year ended December 31, 2024.
The following table sets forth our key performance indicators for the years ended December 31, 2024 and 2023. Year ended December 31 2024 2023 Gross margin of vehicle sales 24.9 % 18.8 % Gross margin of vehicle sales .
The following table sets forth our key performance indicators for the years ended December 31, 2025 and 2024. Year ended December 31 2025 2024 Gross margin of vehicle sales (3.22 )% 24.9 % Gross margin of vehicle sales .
Loss from early termination of lease contract Loss from early termination of lease contract for the year ended December 31, 2024 was approximately $2.2 million compared to nil of loss from early termination of lease contract for the year ended December 31, 2023.
Loss from early termination of lease contract Loss from early termination of lease contract for the year ended December 31, 2025 was approximately $0.7 million compared to $2.2 million of loss from early termination of lease contract for the year ended December 31, 2024.
As of December 31, 2024, we had approximately $12.5 million in cash and cash equivalents, approximately $3.3 million of accounts receivables from continuing operations as compared to approximately $28.8 million in cash and cash equivalents, approximately $2.5 million in accounts receivable from continuing operations as of December 31, 2023.
As of December 31, 2025, we had approximately $4.5 million in cash and cash equivalents, approximately $1.3 million of accounts receivables from continuing operations as compared to approximately $12.5 million in cash and cash equivalents, approximately $3.3 million in accounts receivable from continuing operations as of December 31, 2024.
Net cash provided by financing activities for the year ended December 31, 2024 was primarily attributable to the proceeds from bank loans of approximately $0.7 million and the loans proceeds from third parties of approximately $0.7 million, offset by the repayment of loans to third parties of approximately $0.1 million.
Net cash provided by financing activities for the year ended December 31, 2025 was primarily attributable to the proceeds from bank loans, related parties and third parties of approximately $3.2 million, $1.0 million and $2.1 million, offset by the repayment of loans to third parties of approximately $0.4 million, the repayment of loans to related parties of approximately $0.2 million and repayment to bank loan of approximately $0.8 million.
The carrying value of cash and cash equivalents, restricted cash, wealth management products, accounts receivable, prepayment, goodwill and other current assets, accounts payable, other current liabilities and amount due from and due to related parties, current were approximate fair value because of the short-term nature of these items.
The carrying value of cash and cash equivalents, restricted cash, accounts receivable and other current assets, accounts payable, other current liabilities, bank loans and amount due from and to related parties, current were approximate their fair values because of the short-term nature of these items.
For the years ended December 31, 2023 and 2024, allowance of credit losses made by the Company were mainly generated from accounts receivable. 69 Table of Contents Inventories Inventories are stated at the lower of cost or net realizable value. The cost of raw materials is determined on the basis of weighted average.
For the years ended December 31, 2025 and 2024, allowance for credit losses recognized by the Company were mainly generated from accounts receivable and certain components within other current assets. 70 Table of Contents Inventories Inventories are stated at the lower of cost or net realizable value. The cost of raw materials is determined on the basis of weighted average.
In connection with the issuances of convertible promissory notes, the Company issued investor warrants and placement agent warrants to purchase ordinary shares of the Company. The Company utilizes a Binomial model to estimate the fair value of the warrants and are considered a Level 3 fair value measurement.
In connection with the issuances of convertible promissory notes, the Company issued investor warrants and placement agent warrants to purchase warrant shares of the Company. The Company utilizes a Binomial model to estimate the fair value of the warrants, which are classified as Level 3 within the fair value hierarchy.
Net realizable value is based on estimated selling prices less selling expenses and any further costs of completion. Adjustments to reduce the cost of inventory to net realizable value are made, if required, for estimated excess, obsolescence, or impaired balances. Write-downs are recorded in the cost of goods sold in our statements of operations and comprehensive loss.
Net realizable value is based on estimated selling prices less selling expenses and any further costs of completion. Adjustments to reduce the cost of inventory to net realizable value are made, if required, for estimated excess, obsolescence, or impaired balances.
For the year ended December 31, 2024, net revenues from vehicle sales in Europe, North America, Asia (including China) and other regions (including Africa and Latin America) as a percentage of total vehicle net revenues was 19.6%, 73.5%, 6.6% and 0.3%, respectively, compared to 51.0%, 11.0%, 37.6% and 0.4%, respectively, for the corresponding period in 2023.
For the year ended December 31, 2025, net revenues from vehicle sales in Europe, North America, Asia (including China) and Africa as a percentage of total vehicle net revenues was 72.0%, 10.6%, 17.2% and 0.2%, respectively, compared to 19.6%, 73.5%, 6.6% and 0.3%, respectively, for the corresponding period in 2024.
General and Administrative Expenses General and administrative expenses for the year ended December 31, 2024 were approximately $26.7 million, a decrease of approximately $6.2 million or approximately 19.0% from approximately $33.0 million for the year ended December 31, 2023.
General and Administrative Expenses General and administrative expenses for the year ended December 31, 2025 were approximately $20.3 million, a decrease of approximately $6.0 million or approximately 22.7% from approximately $26.3 million for the year ended December 31, 2024.
The Company acts as a principal in the revenue generating process and should recognize revenue on a gross basis. Revenues are measured as the amount of consideration the Company expects to receive in exchange for transferring products to customers. Consideration is recorded net of sales returns and VAT.
The Company acts as a principal in the revenue generating process and should recognize revenue on a gross basis. Revenues are measured as the amount of consideration the Company expects to receive in exchange for transferring products to customers. The transaction price is generally fixed as specified in the contracts.
We define Adjusted EBITDA as net income (or net loss) before net interest expense, income tax expense, depreciation and amortization as further adjusted to exclude the impact of stock-based compensation expense and other non-recurring expenses including expenses related to TME Acquisition, expenses related to one-off payment inherited from the original Naked Brand Group, impairment of goodwill, convertible bond issuance fee, loss on redemption of convertible promissory notes, loss on exercise of warrants, and change in fair value of convertible promissory notes and derivative liability.
We define Adjusted EBITDA as net income (or net loss) before net interest expense, income tax expense, depreciation and amortization as further adjusted to exclude the impact of stock-based compensation expense and other non-recurring expenses including expenses impairment of goodwill, loss on exercise of warrants, and change in fair value of convertible promissory notes and derivative liability.
Throughout 2022 we began to re-align our distribution and marketing strategy away from relying mainly on third-party channel partners to a distribution model that combines wholly-owned EV Centers with local dealers in order to improve overall operational efficiencies, product quality, brand value, market share, customer support and service.
Throughout 2022 and 2023, we began to re-align our distribution and marketing strategy away from relying mainly on third-party channel partners to a distribution model that combines Company-operated EV Centers with local distribution channels and dealer networks, with goals of improving overall operational efficiencies, product quality, brand value, market share, customer support and service.
For the year ended December 31, 2024, all of the cross-currency swap contracts were accounted for as economic hedges. 70 Table of Contents Investment in equity securities For investments in equity securities with a variable interest rate indexed to the performance of underlying assets, the Company elected the fair value method at the date of initial recognition and carried these investments subsequently at fair value.
For the year ended December 31, 2025 and 2024, all of the cross-currency swap contracts were accounted for as economic hedges. 71 Table of Contents Investment in equity securities For investments in equity securities whose returns are linked to the performance of underlying assets, the Company elected the fair value option at the date of initial recognition and carried these investments subsequently at fair value.
Working Capital As of December 31, 2024, our working capital was approximately $36.8 million, as compared to a working capital of approximately $75.6 million as of December 31, 2023.
Working Capital As of December 31, 2025, our working capital was approximately $19.0 million, as compared to a working capital of approximately $36.8 million as of December 31, 2024.
Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit. Loss from early termination of lease contract We recognize losses from early termination of lease contracts, primarily in Spain, due to penalties, settlement costs, or leasehold improvement write-offs. These losses have historically fluctuated based on market conditions and strategic decisions.
Loss from early termination of lease contract We recognize losses from early termination of lease contracts, primarily in Spain, due to penalties, settlement costs, or leasehold improvement write-offs. These losses have historically fluctuated based on market conditions and strategic decisions.
Investing Activities Net cash provided by investing activities was approximately $4.1 million for the year ended December 31, 2024.
Financing Activities Net cash provided by financing activities was approximately $4.9 million for the year ended December 31, 2025.
For the year ended December 31, 2024, we also sold 911 iChassis™ units, other than the 1122 ECVs. Geographically, the vast majority of our net revenues were generated from vehicle sales in the U.S. during the years ended December 31, 2024.
For the year ended December 31, 2025, we also sold 19 iChassis™ units, other than the 1274 ECVs. Geographically, the vast majority of our net revenues were generated from vehicle sales in Asia and European Union during the years ended December 31, 2025.
For the year ended December 31, 2024, net revenues from Europe, North America, Asia (including China) and other regions (including Africa and Latin America) as a percentage of total revenues was 18.3%, 66.7%, 14.6% and 0.4%, respectively, compared to 43.8%, 9.8%, 46.1% and 0.3%, respectively for the corresponding period in 2023.
For the year ended December 31, 2025, net revenues from Europe, North America, Asia (including China) and others as a percentage of total revenues was 67.2%, 10.2%, 22.3% and 0.2%, respectively, compared to 18.3%, 66.7%, 14.6% and 0.4%, respectively for the corresponding period in 2024.
Each of the normal recurring adjustments and other adjustments described in this paragraph and in the reconciliation table below help management with a measure of our core operating performance over time by removing items that are not related to day-to-day operations. 62 Table of Contents The following table reconciles Adjusted EBITDA to the most directly comparable GAAP financial performance measure, which is net loss: Year Ended December 31, 2024 2023 Net loss from continuing operations $ (34,112,925 ) $ (46,070,000 ) Interest expense, net 183,662 (402,415 ) Income tax expense (35,524 ) 8,988 Depreciation and amortization 2,010,863 1,670,979 Share-based compensation expense 3,370,634 5,230,273 Impairment of goodwill 209,130 — Loss on redemption of convertible promissory notes — (12,507 ) Loss on exercise of warrants (900 ) 228,903 Change in fair value of convertible promissory notes and derivative liability (7,194 ) (75,341 ) Loss from acquisition in relation to the revaluation of the previously held equity interest 149,872 136,302 Adjusted EBITDA from continuing operations $ (28,232,382 ) $ (39,284,818 ) B.
Each of the normal recurring adjustments and other adjustments described in this paragraph and in the reconciliation table below help management with a measure of our core operating performance over time by removing items that are not related to day-to-day operations. 64 Table of Contents The following table reconciles Adjusted EBITDA to the most directly comparable GAAP financial performance measure, which is net loss: Year Ended December 31, 2025 2024 Net loss from continuing operations $ (68,886,213 ) $ (34,112,925 ) Interest expense, net 452,990 183,662 Income tax expense (52,920 ) (35,524 ) Depreciation and amortization 2,195,025 2,010,863 Share-based compensation expense 2,827,050 3,370,634 Impairment of goodwill — 209,130 Loss from Note Amendment 1,756,137 — Gain on exercise of warrants — (900 ) Change in fair value of convertible promissory notes and derivative liability 8,474,719 (7,194 ) Loss from acquisition in relation to the revaluation of the previously held equity interest — 149,872 Adjusted EBITDA from continuing operations $ (53,233,212 ) $ (28,232,382 ) B.
The increase in selling and marketing expenses in 2024 was primarily attributed to the increase in service fees related to global market and distribution channel research and marketing expense of approximately $0.7 million and $2.8 million, respectively, offset by a decrease in share-based compensation and salary and social insurance of approximately $0.1 million and $0.2 million, respectively.
The decrease in selling and marketing expenses in 2025 was primarily attributed to the decrease in marketing expense, salary and social insurance and service fees related to global market and distribution channel research of approximately $3.2 million, $1.0 million and $0.6 million, respectively.
We expect our research and development expenses to increase as we continue to invest in new ECV models, new materials and techniques, vehicle management and control systems, digital control capabilities and other technologies.
Research and development expenses decreased during the year, primarily due to our cost control measures and the prioritization of key development projects. We expect our research and development expenses to increase as we continue to invest in new ECV models, new materials and techniques, vehicle management and control systems, digital control capabilities and other technologies.
The decrease was primarily attributable to (i) a decrease in interest income of approximately $0.5 million from bank deposit.; (ii) a decrease in interest income of approximately $0.3 million from wealth management products purchased from banks; (iii) offset by a decrease in interest expense to convertible bonds of approximately $0.3 million.
The increase was primarily attributable to (i) a decrease in interest income of approximately $0.1 million from bank deposit; (ii) a decrease in interest income of approximately $0.3 million from short-term investment; offset by (iii) a decrease in interest expense to convertible bonds of approximately $0.2 million.
Changes in fair values are reflected in the consolidated statements of operations and comprehensive loss. The Company determines the appropriate classification of its investments in equity securities at the time of purchase and reevaluates such determinations at each balance sheet date. The private equity funds are measured at fair value with gains and losses recognized in earnings.
Changes in fair values are reflected in the consolidated statements of operations and comprehensive loss. The Company determines the appropriate accounting treatment for its investments in equity securities at the time of acquisition and reassesses such determinations when facts and circumstances change. The private equity funds are measured at fair value with gains and losses recognized in earnings.
Prior to COVID-19, battery costs significantly decreased over the past decade. We expect that over the long term, prices will continue to fall. According to research service Bloomberg NEF (“BNEF”), lithium-ion battery pack prices decreased from above $1,200 per kilowatt-hour in 2010 to $132/kWh in 2021. In real terms, this represented a decline of approximately 89%.
According to research service Bloomberg NEF (“BNEF”), lithium-ion battery pack prices decreased from above $1,200 per kilowatt-hour in 2010 to $132/kWh in 2021. In real terms, this represented a decline of approximately 89%. We anticipate that battery prices will continue to decrease in the long-term. BNEF further forecasts that average prices are expected to fall by $3/kWh in 2025.
The fair value option provides an election that allows a company to irrevocably elect to record certain financial assets and liabilities at fair value on an instrument-by-instrument basis at initial recognition.
Therefore, the Company develop its own assumption by future cash flow forecast, which contains principal paid and interests accrued. The fair value option provides an election that allows a company to irrevocably elect to record certain financial assets and liabilities at fair value on an instrument-by-instrument basis at initial recognition.
Cash Flow Year Ended December 31, 2024 2023 Net cash used in operating activities $ (21,362,312 ) $ (58,457,163 ) Net cash provided by (used in) investing activities 4,071,551 (16,388,156 ) Net cash provided by (used in) financing activities 1,230,832 (48,135,595 ) Effect of exchange rate changes on cash (551,480 ) (1,543,990 ) Net (decrease) increase in cash, cash equivalents, and restricted cash (16,611,409 ) (124,524,904 ) Cash and cash equivalents, and restricted cash at beginning of the year-continuing 28,988,225 149,057,559 Cash and cash equivalents, and restricted cash at beginning of the year-discontinued $ 583,672 $ 5,039,242 Cash and cash equivalents, and restricted cash at end of the year-continuing $ 12,820,459 28,988,225 Cash and cash equivalents, and restricted cash at end of the year-discontinued $ 140,029 583,672 64 Table of Contents Operating Activities Our net cash used in operating activities was approximately $21.4 million and $58.5 million for the years ended December 31, 2024 and 2023, respectively.
Cash Flow Year Ended December 31, 2025 2024 Net cash used in operating activities $ (12,619,516 ) $ (21,362,312 ) Net cash provided by (used in) investing activities (866,667 ) 4,071,551 Net cash provided by financing activities 4,897,863 1,230,832 Effect of exchange rate changes on cash 315,023 (551,480 ) Net decrease in cash, cash equivalents, and restricted cash (8,273,297 ) (16,611,409 ) Cash and cash equivalents, and restricted cash at beginning of the year-continuing 12,820,459 28,988,225 Cash and cash equivalents, and restricted cash at beginning of the year-discontinued $ 140,029 $ 583,672 Cash and cash equivalents, and restricted cash at end of the year-continuing $ 4,638,328 12,820,459 Cash and cash equivalents, and restricted cash at end of the year-discontinued $ 48,863 140,029 66 Table of Contents Operating Activities Our net cash used in operating activities was approximately $12.6 million and $21.4 million for the years ended December 31, 2025 and 2024, respectively.
Net interest expense was approximately $0.2 million for the year ended December 31, 2024, a change of approximately $0.6 million compared to the approximately $0.4 million in interest income for the year ended December 31, 2023.
Net interest expense was approximately $0.5 million for the year ended December 31, 2025, an increase of approximately $0.3 million compared to the approximately $0.2 million in interest expense for the year ended December 31, 2024.
Loss from in relation to the revaluation of the previously held equity interest Loss from acquisition of Hezhe for the year ended December 31, 2024 was approximately $0.1 million compared to $0.1 million of loss from acquisition of Antric for the year ended December 31, 2023. 61 Table of Contents Non-GAAP Financial Measures Adjusted EBITDA for the Years Ended December 31, 2024 and 2023 In addition to our results determined in accordance with GAAP, we believe Adjusted EBITDA, a non-GAAP measure is useful in evaluating operational performance.
Gain from disposal of Cenntro Electric CICS, S.R.L.’s equity A gain from disposal of Cenntro Electric CICS, S.R.L.’s equity for the year ended December 31, 2025 was approximately $1.2 million compared to nil for the year ended December 31, 2024. 63 Table of Contents Non-GAAP Financial Measures Adjusted EBITDA for the Years Ended December 31, 2025 and 2024 In addition to our results determined in accordance with GAAP, we believe Adjusted EBITDA, a non-GAAP measure is useful in evaluating operational performance.
Selling and Marketing Expenses Selling and marketing expenses for the year ended December 31, 2024 were approximately $7.4 million, an increase of approximately $3.2 million or approximately 76.4% from approximately $4.2 million for the year ended December 31, 2023.
Selling and Marketing Expenses Selling and marketing expenses for the year ended December 31, 2025 were approximately $2.5 million, a decrease of approximately $4.9 million or approximately 65.8% from approximately $7.4 million for the year ended December 31, 2024.
As of December 31, 2024, we have developed five series of commercial vehicle models, Metro®, Logistar™, Logimax™, Avantier™ and Teemak™. We also provide other delivery platforms including Antric One and iChassie, along with Electric Charger Products. We have successfully begun to produce and deliver these models into the global markets, apart from Logimax™.
As of December 31, 2025, we have developed six series of commercial vehicle models, Metro®, Logistar™, iChassis™, Avantier™, Teemak™, Bison Motor™ and Antric One. We have successfully begun to produce and deliver these models into the global markets, apart from Logimax™.
As a result, the Company’s operating results and financial statements may not be comparable to the operating results and financial statements of other companies who have adopted the new or revised accounting standards. In March 2022, the FASB issued ASU 2022-01, “Derivatives and Hedging (Topic 815): Fair Value Hedging - Portfolio Layer Method”.
As a result, the Company’s operating results and financial statements may not be comparable to the operating results and financial statements of other companies who have adopted the new or revised accounting standards.
The approximately $38.8 million decrease in working capital during 2024 was primarily due to (i) the decrease of cash and cash equivalents, inventories, short-term investment, the decrease in assets held for sale and current operating lease liabilities of approximately $16.2 million, $5.2 million, $4.2 million, $12.7 million and $0.8 million, respectively and (ii) the increase in prepayment and other current assets and contractual liabilities of approximately $1.2 million and $1.7 million respectively.
The approximately $28.0 million decrease in working capital during 2025 was primarily due to (i) the decrease of cash and cash equivalents, accounts receivable, prepayment and other current assets, inventories and current assets held for discontinued operations of approximately $8.1 million, $2.0 million, $3.1 million, $2.1 million and $5.0million, respectively and (ii) the increase in short-term loans and accrued expense and other current liabilities of approximately $1.0 million and $5.0 million respectively.
We expect provision for credit losses to decrease in the future as we shift our sales more to FOB terms, when goods will be delivered only if material payment are received.
We expect provision for credit losses to decrease in the future as we shift our payment terms, when goods will be delivered only if material payment are received. Impairment of Goodwill Goodwill represents the future economic benefits arising from other assets acquired in a business combination.
Revenue recognition The Company recognizes revenue when goods or services are transferred to customers in an amount that reflects the consideration which it expects to receive in exchange for those goods or services.
The cost of maintenance and repair is charged to expenses as incurred, whereas significant renewals and betterments are capitalized. 72 Table of Contents Revenue recognition The Company recognizes revenue when goods or services are transferred to customers in an amount that reflects the consideration which it expects to receive in exchange for those goods or services.
The increase in net revenues in US market in 2024 was primarily attributed to an increase in vehicle sales by approximately $19.0 million. 59 Table of Contents For the year ended December 31, 2024, we sold 1,122 ECVs, including 105 fully assembled Metro® units, 15 fully assembled Logistar™ 200 units, 89 fully assembled Logistar™ 100 units, 35 fully assembled Teemak™ units, 58 fully assembled Logistar™ 260 units, 145 fully assembled Logistar™ 400 units, 492 fully assembled Avantier™ units, 2 Neibor® 150 units, 120 Clubcar units, 45 Antric® units, 4 fully assembled Logistar™ 210 units, 1 fully assembled Logistar™ 210V unit, one fully assembled Logistar™ 300 unit, 4 fully assembled Seres 5 units, 5 AX-3 units and 1 AIQAR EQ7 unit, compared with 630 ECVs for the year ended December 31, 2023, including 209 fully assembled Metro® units, 41 fully assembled Logistar™ 200 units, 63 fully assembled Logistar™ 100 units, 10 fully assembled Teemak™ units, 59 fully assembled Logistar™ 260 units, one fully assembled Logistar™ 400 units, 182 fully assembled Avantier™ units, 8 Neibor® 150 units, 42 Clubcar units and 15 Antric® units.
The net revenues in the Asian market for the year ended December 31, 2025 were approximately $4.0 million, with a slight decrease of approximately $0.6 million from approximately $4.6 million for the year ended December 31, 2024. 61 Table of Contents For the year ended December 31, 2025, we sold 1,309 ECVs, including 31 fully assembled Metro® units, 46 fully assembled Logistar™ 200 units, 154 fully assembled Logistar™ 100 units, 33 fully assembled Teemak™ units, 11 fully assembled Logistar™ 260 units, 1 fully assembled Logistar™ 400 units, 611 fully assembled Avantier™ units, 112 Clubcar units, 30 Antric® units, 120 Logistar™ 210 units, 113 Logistar™ 450 units, 1 Logistar™ 300 unit, 40 fully assembled Seres 5 units, 5 fully assembled Joylong-A4 units and 1 fully assembled Joylong-EA6 units, compared with 1,122 ECVs for the year ended December 31, 2024, including 105 fully assembled Metro® units, 15 fully assembled Logistar™ 200 units, 89 fully assembled Logistar™ 100 units, 35 fully assembled Teemak™ units, 58 fully assembled Logistar™ 260 units, 145 fully assembled Logistar™ 400 units, 492 fully assembled Avantier™ units, 2 Neibor® 150 units, 120 Clubcar units, 45 Antric® units, 4 fully assembled Logistar™ 210 units, 1 fully assembled Logistar™ 210V unit, one fully assembled Logistar™ 300 unit, 4 fully assembled Seres 5 units, 5 AX-3 units and 1 AIQAR EQ7 unit.
The Company has elected to apply the fair value option to: i) convertible promissory notes payable due to the complexity of the various conversion and settlement options available to notes holders; ii) convertible loan receivable, which was recognized as debt security in long-term investments, and iii) cross-currency swap, which was recognized as short-term investments. 68 Table of Contents The convertible promissory notes payable accounted for under the fair value option election are each a debt host financial instrument containing embedded features that would otherwise be required to be bifurcated from the debt-host and recognized as separate derivative liabilities subject to initial and subsequent periodic estimated fair value measurements in accordance with GAAP.
Specifically, positive fair values of cross-currency swaps are classified as short-term investments in the consolidated balance sheet, and negative fair values of such instruments are recorded in other current liabilities. 69 Table of Contents The convertible promissory notes payable accounted for under the fair value option election are each a debt host financial instrument containing embedded features that would otherwise be required to be bifurcated from the debt-host and recognized as separate derivative liabilities subject to initial and subsequent periodic estimated fair value measurements in accordance with GAAP.
Key Components of Results of Operations Net revenues Up until December 31, 2021, our primary revenue stream came from selling ECVs through channel partners. Beginning in 2022, we experimented with different go-to-market strategies across regions.
The trading symbol for the Company’s common stock remains “CENN.” 58 Table of Contents A. Key Components of Results of Operations Net revenues Up until December 31, 2021, we generate revenue primarily through the sale of ECVs to our channel partners. Beginning in 2022, we experimented with different go-to-market strategies across regions.
The net revenues in US market for the year ended December 31, 2024 were approximately $19.3 million, an increase of approximately $19.0 million from approximately $0.4 million for the year ended December 31, 2023.
The net revenues in Europe market for the year ended December 31, 2025 were approximately $12.2 million, an increase of approximately $6.5 million from approximately $5.7 million for the year ended December 31, 2024.
Dollars) Cost of goods sold: Vehicle Sales $ (15,450,451 ) 65.2 % $ (7,066,580 ) 80.3 % Spare-part sales (2,313,504 ) 9.8 % (1,456,395 ) 16.5 % Other sales (229,626 ) 1.0 % (153,222 ) 1.7 % Inventory write-down (5,695,265 ) 24.0 % (132,060 ) 1.5 % Total cost of goods sold $ (23,688,846 ) 100.00 % $ (8,808,257 ) 100.00 % Cost of goods sold for the year ended December 31, 2024 was approximately $23.7 million, an increase of approximately $14.9 million or approximately 168.9% from approximately $8.8 million for the year ended December 31, 2023.
Dollars) Cost of goods sold: Vehicle Sales $ (14,415,354 ) 70.7 % $ (15,450,451 ) 65.2 % Spare-part sales (1,249,246 ) 6.1 % (2,313,504 ) 9.8 % Other sales (243,790 ) 1.2 % (229,626 ) 1.0 % Inventory write-off (2,824,436 ) 13.8 % — — Inventory write-down (1,663,432 ) 8.2 % (5,695,265 ) 24.0 % Total cost of goods sold $ (20,396,258 ) 100.00 % $ (23,688,846 ) 100.00 % Cost of goods sold for the year ended December 31, 2025 was approximately $20.4 million, a decrease of approximately $3.3 million or approximately 13.9% from approximately $23.7 million for the year ended December 31, 2024.
Our vehicle kits and in some cases fully assembled vehicles are completed by third party Original Equipment Manufacturers (“OEMs”) manufacturing partners and, in the case of vehicle kits, assembled in our own facilities in North America and Europe.
Since 2021, we have expanded our vehicle portfolio beyond the Metro® by leveraging relationships with third party Original Equipment Manufacturers (“OEMs”) manufacturing partners, who complete our vehicle kits and in some case fully assembled vehicles, with final assembly of vehicle kits performed in our own facilities in North America and Europe.
The following table disaggregates the Company’s revenues by product line for the years ended December 31, 2024 and 2023: For the Years Ended December 31, 2024 2023 Vehicles sales $ 31,658,358 $ 20,344,889 Spare-parts sales 2,977,323 1,554,311 Other service income 428,129 180,705 Net revenues 35,063,810 22,079,905 Less: Net revenues, discontinued operation (3,766,417 ) (11,654,246 ) Net revenues, continuing operation $ 31,297,393 $ 10,425,659 The Company’s revenues are primarily derived from Europe, America and Asia.
The following table disaggregated the Company’s revenues by product lines for the years ended December 31, 2025 and 2024: For the Years Ended December 31, 2025 2024 Vehicles sales $ 16,646,054 $ 31,658,358 Spare-parts sales 1,730,394 2,977,323 Other service income 349,689 428,129 Net revenues 18,726,137 35,063,810 Less: net revenues, discontinued operation (645,976 ) (3,766,417 ) Net revenues, continuing operation $ 18,080,161 $ 31,297,393 The Company’s revenues are primarily derived from America, Europe and Asia.
The Company's financial assets subject to the CECL model mainly include accounts receivable, a component of the prepaid expenses and other current assets, a component of other non-current asset and debt security investments.
The Company’s financial assets subject to the current expected credit loss (“CECL”) model mainly include accounts receivable, certain receivable components within other current assets and other non-current assets and debt security investments.
Dollars) Net revenues: Vehicle Sales $ 28,149,620 89.9 % $ 8,868,220 85.1 % Spare-part sales 2,769,143 8.8 % 1,459,623 14.0 % Other sales 378,630 1.3 % 97,816 0.9 % Total net revenues $ 31,297,393 100.00 % $ 10,425,659 100.00 % Net revenues for the year ended December 31, 2024 were approximately $31.3 million, an increase of approximately $20.9 million or 200.2% from approximately $10.4 million for the year ended December 31, 2023.
Dollars) Net revenues: Vehicle Sales $ 16,080,343 88.9 % $ 28,149,620 89.9 % Spare-part sales 1,650,130 9.1 % 2,769,143 8.8 % Other sales 349,688 2.0 % 378,630 1.3 % Total net revenues $ 18,080,161 100.00 % $ 31,297,393 100.00 % Net revenues for the year ended December 31, 2025 were approximately $18.1 million, a decrease of approximately $13.2 million or 42.2% from approximately $31.3 million for the year ended December 31, 2024.
Depending on the nature of the underlying risk being hedged, these cross-currency swap are accounted for either as cash flow, net investment or mark to market hedges against changes in the value of the hedged item. Derivatives are recorded in the Consolidated Balance Sheets at fair value.
The Company does not use derivatives for trading purposes and is not a party to leveraged derivative contracts. Depending on the nature of the underlying risk being hedged, these derivative financial instruments are accounted for either as cash flow, net investment or mark to market hedges against changes in the value of the hedged item.
Net cash used in operating activities for the year ended December 31, 2024 was primarily attributable to (i) our net loss of approximately $44.9 million and adjusted for non-cash items of approximately $19.9 million, which primarily consisted of amortization of operating lease right-of-use asset, share based compensation expense, depreciation and amortization, foreign currency exchange loss, loss from early termination of lease contract and impairment of slow-moving inventories of approximately $4.6 million, $3.4 million, $2.0 million, $1.1 million, $2.2 million and $6.5 million, respectively, (ii) the decrease in account receivable, inventories, accrued expense and other current liabilities and operating lease liabilities of approximately $1. 4 3 million, $7.9 million, $1.7 million and $4.0 million, respectively, (iii) increase in deferred revenue and prepayments and other assets of approximately $0.5 million and $0.2 million, respectively.
Net cash used in operating activities for the year ended December 31, 2025 was primarily attributable to (i) our net loss of approximately $73.0 million and adjusted for non-cash items of approximately $55.4 million, which primarily consisted of depreciation and amortization, amortization of operating lease right-of-use asset, written-down of inventories, provision for credit losses, loss on changes in fair value of convertible promissory notes and derivative liabilities, downwards changes in fair value of equity securities, share- based compensation expense, loss on inventory write-off and gain from disposal of Cenntro Electric CICS, S.R.L.’s equity of approximately $2.2 million, $1.9 million, $2.6 million, $6.0 million, $8.5 million, $26.6 million, $2.8 million, $2.9 million and $1.2 million, respectively, (ii) the decrease in prepayments and other assets and operating lease liabilities of approximately $3.7 million and $0.6 million, respectively, (iii) increase in accrued expense and other current liabilities of approximately $2.4 million.
The decrease in research and development expenses in 2024 was primarily attributed to the decrease in design and development expenditures, share-based compensations and rental expense of approximately $2.7 million, $0.06 million and $0.04 million, offset by the increase in salary and social insurance of approximately $0.3 million.
The decrease in research and development expenses in 2025 was primarily attributed to the decrease in design and development expenditures, salary and social insurance and others related to miscellaneous expense of approximately $0.5 million, $1.7 million and $0.1 million.
The consideration received remains a contractual liability until goods or services have been provided to the customer. For the years ended December 31, 2024 and 2023, the Company recognized$1,120,355 and $464,636 revenue that was included in contractual liabilities as of January 1, 2024 and 2023, respectively.
For the years ended December 31, 2025 and 2024, the Company recognized $1,085,742 and $1,120,355 revenue that was included in contractual liabilities as of January 1, 2025 and 2024, respectively.
The increase in cost of goods sold in 2024 was primarily attributable to the increase of cost of vehicle sales of approximately $8.4 million and the increase of inventory write-down of approximately $5.56 million. The increase of cost of vehicle sales was mainly caused by the increased vehicle sales during the year 2024.
The decrease in cost of goods sold in 2025 was primarily attributable to the decrease in cost of vehicle sales and spare-part sales of approximately $1.0 million and $1.1 million, respectively, the decrease of inventory write-down of approximately $4.0 million, and partially net off by the increase of inventory write-off of $2.8 million.
The change of other income (expense) in 2024 compared to 2023 was primarily attributable to i) the increase in investment loss of approximately $0.7 million and the decrease of approximately $0.4 million in liquidation income from Shengzhou Cenntro Machinery Co., Ltd. and Zhejiang Xbean Tech Co. Ltd. during the year 2023.
The change of other income (expense) in 2025 compared to 2024 was primarily attributable to the decrease in investment loss of approximately $0.6 million and the increase of approximately $0.3 million in litigation compensation from Fujian Newlongma Automotive Co., Ltd..

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