Cenntro Inc. 10-K

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation. The information set forth in this section contains certain “forward-looking statements”, including, among others (i) expected changes in our revenue and profitability, (ii) prospective business opportunities and (iii) our strategy for financing our business. Forward-looking statements are statements other than historical information or statements of current condition. Some forward-looking statements may be identified by use of terms such as “believes”, “anticipates”, “intends” or “expects”. These forward-looking statements relate to our plans, liquidity, ability to complete financing and purchase capital expenditures, growth of our business including entering into future agreements with companies, and plans to successfully develop and obtain approval to market our product. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Although we believe that our expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of our knowledge of our business and operations, in light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements in this Annual Report should not be regarded as a representation by us or any other person that our objectives or plans will be achieved. 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. You should read the following discussion and analysis in conjunction with the Financial Statements and Notes attached hereto, and the other financial data appearing elsewhere in this Annual Report. US Dollars are denoted herein by “USD”, “$” and “dollars”. Overview We are an emerging designer, manufacturer, distributor, and service provider of commercial vehicles powered by either electricity or hydrogen energy sources. Our commercial vehicles are designed to serve a variety of fleet and municipal organizations in support of city services, last-mile delivery and other commercial applications. 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™. We have also developed and introduced iChassis™: a programmable “smart” chassis that may be controlled by third-party software for various remote controlled or autonomous driving applications. We are also working on developing hydrogen-powered heavy-duty vehicles to meet the market demand. We continue to leverage our technology, vehicle development, and vehicle distribution capabilities with a goal to become a leading provider in the electric commercial vehicle (“ECV”) market. Our greater mission is to provide commercial vehicles that may be powered by sustainable sources while building eco-chains to reduce carbon dioxide for a better environment and quality of life. With the global trend toward reducing the number of internal combustion engine (“ICE”) vehicles, electric-battery and fuel cell technologies stand out as strong alternatives. 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%. 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. Looking ahead, prices are expected to fall further over the next decade amid continued investment in R&D, manufacturing process improvements, and capacity expansion across the supply chain. Lithium prices are expected to ease as more extraction and refining capacity comes online. Battery prices are forecast to drop in 2026, though it’ll be a smaller dip than 2025 due to high costs of raw materials and tariffs. The average price for a battery pack is expected to fall 3% next year to $105 per kilowatt-hour, according to the BNEF survey in 2025. By emphasizing investments in technology, supply-chains, vehicle distribution and aftermarket support, we have begun making our own battery packs, preparing battery cell production, by building up vehicle distribution and service networks, and introducing our cloud-based parts distribution systems. As investment in battery technology continues to increase, we believe these cost reductions outlined by BNEF will continue to improve the economics of battery-powered ECVs, like ours. In addition to our investment in battery-technology, we have established an asset-light, distributed manufacturing business model through which we may distribute our vehicles in unassembled semi-knockdown vehicle kits (“vehicle kits”) for local assembly in addition to fully assembled vehicles. Some of our vehicle models have a modular design that allows for local assembly in micro factory facilities that require less capital investment. 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. We believe our distributed manufacturing methodology allows us to execute our business plan with less capital than would be required by the traditional, vertically integrated automotive model and, in the long-term, drive higher profit margins. 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. 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. 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. Our relationships with such third parties, our “manufacturing partners,” have allowed us to forego expensive capital investments in our own facilities and operate within our historic working capital limitations. 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. During 2024 and 2025, the Company refined its distribution strategy to better align with regional market developments and long-term capital efficiency objectives. In European markets, where competitive and macroeconomic conditions warranted a more asset-light approach, the Company transitioned from Company-operated EV Centers to a distribution partner-led model, enabling greater operational flexibility and more efficient deployment of resources. In North America, the Company distributes its vehicles primarily through local dealer networks, supported by Company-operated EV Centers that serve as regional anchors for brand presence, customer service, and after-sales support, with local assembly facilities maintained in Barstow, California and Freehold, New Jersey. The resulting blended model, a dealer-led distribution network complemented by Company-operated EV Centers in North America, and a channel partner-driven approach in international markets, reflects the Company’s ongoing commitment to optimizing its go-to-market strategy in response to the specific commercial opportunities and challenges of each market region. On April 9, 2026, we announced the reverse stock split of one (1) share of our common stock for every 60 shares of our common stock (“Reverse Stock Split”). On March 24, 2026, we filed the Certificate of Change Pursuant to NRS 78.209, whereby every 60 shares of our issued and outstanding common stock were combined into one share of its common stock, except to the extent that the Reverse Stock Split resulted in any of our stockholders owning a fractional share, which was rounded up to the next highest whole share. In connection with the Reverse Stock Split, there was no change in the par value per share of $0.0001. The Reverse Stock Split was effective on April 13, 2026 (the “Effective Date”). Our common stock began trading on a Reverse Stock Split-adjusted basis on the Nasdaq Capital Market when the market opened on April 13, 2026. 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. In Europe, while we initially tested an EV center approach by acquiring CAE, a German manufacturer and ECV seller, we returned to our distributor-focused model in 2024 given its proven effectiveness. In North America, we implemented a hybrid approach that combines direct sales to end-customers with strategic distributor partnerships. Historically (i.e. up until end of 2021), these revenues were generated solely by the sale of the Metro®. 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. We estimate that in year 2026, we will start generating revenue from Bison Motor™, hydrogen-powered heavy-duty vehicles to meet market demand and increased sales from iChassis™ 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. 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. 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 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. 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. The cost of finished goods is determined on the basis of weighted average and is comprised of direct materials, direct labor cost and an appropriate proportion of overhead. 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. Inventory write-off, including losses from physical inventory counts or obsolescence where no future economic benefit is expected, are recognized in cost of goods sold in the period incurred. Write-downs are recorded in the cost of goods sold in our statements of operations and comprehensive loss. Operating expenses Our operating expenses consist of general and administrative, selling and marketing expenses, and research and development expenses. General and administrative expenses are the most significant components of our operating expenses. Operating expenses also include provision for credit losses and impairment loss for long- lived assets and goodwill. Research and Development Expenses Research and development expenses consist primarily of employee compensation and related expenses, prototype expenses, costs associated with assets acquired for research and development, product development costs, production inspection and testing expenses, product strategic advisory fees, third-party engineering and contractor support costs and allocated overhead. 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. Selling and Marketing Expenses Selling and marketing expenses consist primarily of employee compensation and related expenses, sales commissions, marketing programs, freight costs, travel and entertainment expenses and allocated overhead. Marketing programs consist of advertising, tradeshows, events, corporate communications and brand-building activities. Our selling and marketing expenses decreased during the year, primarily due to decrease of revenue, improved cost efficiencies and more targeted marketing initiatives. 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. While we will continue to monitor general and administrative expenses, we expect general and administrative expenses to decrease over the next two years in connection with our continued effort to improve efficiency, combining our EV centers with local distribution networks and utilizing well-proven OEMs and supply chains. Provision for credit losses We adopted ASC 326 Financial Instruments - Credit Losses using the modified retrospective approach through a cumulative-effect adjustment to accumulated deficit from January 1, 2023 and interim periods therein. We use an expected credit loss model for the impairment of accounts receivable as of period ends. We believe the aging of accounts receivable is a reasonable parameter to estimate expected credit loss, and determine expected credit losses for accounts receivables using an aging schedule as of period ends. The expected credit loss rates under each aging schedule were developed on basis of the average historical loss rates from previous years, and adjusted to reflect the effects of those differences in current conditions and forecasted changes. We measure the expected credit losses of accounts receivable on a collective basis. When an accounts receivable does not share risk characteristics with other accounts receivables, we 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. 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. Goodwill acquired in a business combination is tested for impairment at least annually or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. We perform impairment analysis on goodwill as of December 31 every year either beginning with a qualitative assessment, or starting with the quantitative assessment instead. The quantitative goodwill impairment test compares the fair values of each reporting unit to its carrying amount, including goodwill. A reporting unit constitutes a business for which discrete profit and loss financial information is available. The fair value of each reporting unit is established using a combination of expected present value of future cash flows. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. In applying the goodwill impairment assessment, we may assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. Qualitative factors may include, but are not limited to, economic, market and industry conditions, cost factors and overall financial performance of the reporting unit. 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. The quantitative impairment test requires significant management judgments, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value of each reporting unit. The judgment in estimating the fair value of reporting units includes estimating future cash flows, determining appropriate discount rates and making other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit. Other income (expenses) Interest (expense) income, net Interest (expense) income, net, consists of interest income from short-term investment and deposit, interest on outstanding loans and the convertible promissory notes. 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. As part of our shift from an EV center sales approach to a hybrid model, we are rebalancing our EV center strategy with our distribution networks, which has led to some lease terminations. However, we anticipate a reduction in future lease terminations as we will stabilize adjustments to our distribution strategy, thereby mitigating the financial impact of such terminations. Change in fair value of equity securities Change in fair value of equity securities is the change in fair value of the investment on partnership shares in MineOne Fix Income Investment I L.P with an original investment value of $25 million. As of December 31, 2025, we evaluated whether NAV remains representative of fair value, considering, among other factors, liquidity restrictions, the financial condition of the investee, and the ability to realize returns and concluded that the reported NAV was not representative of fair value as of the balance sheet date. Accordingly we reassessed the fair value of the investment using a market participant perspective and considered the lack of observable market transactions and significant uncertainty regarding recoverability, with a conclusion reached that the fair value of the investment to be fully reduced to nil as of December 31, 2025. For the years ended December 31,2025 and 2024, we recorded downward adjustments of $26,604,319 and upward adjustments $1,043,963 for changes in fair value of the equity investment, held for continuing operations, respectively. Discontinued operations We classify the results of a component (or group of components) to be disposed (“disposal group”) as a discontinued operation when the disposal group meets the held-for-sale criteria, is disposed of by sale or is disposed of other than by sale (e.g. abandonment) and when the disposal group represents a strategic shift that has, or will have, a major effect on our operations and our financial results. We report the operating results and cash flows related to the disposal group as discontinued operations for all periods presented in our consolidated statements of comprehensive loss and consolidated statements of cash flows, respectively. Key Operating Metrics We prepare and analyze operating and financial data to assess the performance of our business and allocate our resources. 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 . 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. Dollars) 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. Year Ended December 31, 2025 2024 Amount % Amount % (Expressed in U.S. 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. The decrease in net revenues in 2025 was primarily attributed to the decrease in vehicle sales of approximately $12.1 million due to (i) the average selling price declined from approximately $25,089 to $12,266, mainly due to the suspension of government subsidies, which resulted in a drop in LS400 sales with high average selling price; (ii) the decrease in spare-part sales of approximately $1.1 million due to the decrease in sales of iChassis™. 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. 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. 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, 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. 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. 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. 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. 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 decrease in cost of vehicle sales was mainly due to the decreased vehicle sales and spare-part sales during the year 2025. Gross (Loss) Profit Gross loss for the year ended December 31, 2025 was approximately $2.3 million, compared with gross profit of $7.6 million for the year ended December 31, 2024. For the years ended December 31, 2025 and 2024, our overall gross margin decreased to approximately negative 12.8% from positive 24.3%, respectively. Our gross margin of vehicle sales for years ended December 31, 2025 and 2024 was negative 3.22% and positive 24.9%, respectively. The decrease of our gross profit was due to the decrease in gross profit of vehicle sales revenue, spare-part sales and other sales of approximately $7.5 million, $0.3 million and $0.04 million, respectively. In addition, the gross loss for the year ended December 31, 2025 was impacted by approximately $2.0 million of inventory write-offs related to battery equipment. 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. 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. 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 decrease in general and administrative expenses in 2025 was primarily attributed to the decrease in leasing cost, office expense, and freight expense of approximately, $1.2 million, $1.6 million, and $0.5 million, respectively, driven by ongoing cost control measures and improved operational efficiency. 62 Table of Contents Research and Development Expenses Research and development expenses for the year ended December 31, 2025 were approximately $2.8 million, a decrease of approximately $2.3 million or approximately 45.5% from approximately $5.2 million for the year ended December 31, 2024. 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. Interest expense, net Interest expense, net, mainly consists of interest expense on convertible bonds, offset by the interest income from deposit and unpaid purchases from HWE. 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. 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. 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 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.. 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. 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. As of December 31, 2025, we evaluated whether NAV remains representative of fair value, considering, among other factors, liquidity restrictions, the financial condition of the investee, and the ability to realize returns and concluded that the reported NAV was not representative of fair value as of the balance sheet date. Accordingly we reassessed the fair value of the investment using a market participant perspective and considered the lack of observable market transactions and significant uncertainty regarding recoverability, with a conclusion reached that the fair value of the investment to be fully reduced to nil as of December 31, 2025. Loss from Note Amendment and change in fair value of convertible promissory notes and derivative liability In May 2025, we entered into an amendment to the convertible bonds originally issued in July 2022, which resulted in significant modifications to the key terms and conditions of the instrument. Besides, on October 23, 2025, the Company and the holder entered into an exchange agreement (the “Exchange Agreement”), pursuant to which we issued a new convertible note in a principal amount of $4,000,000 (the “2025 Convertible Note”) in exchange for the outstanding balance of the previously amended convertible instrument. We considered the amendment as an extinguishment of the original convertible bonds, refer to Note 16 for details. A loss from Note Amendment for the year ended December 31, 2025 was approximately $1.8 million. Loss on change in fair value of convertible promissory notes and derivative liability was approximately $8.5 million. 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. We use Adjusted EBITDA to evaluate ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors in assessing operating performance. Adjusted EBITDA is a supplemental measure of our performance that is not required by, or presented in accordance with, GAAP. Adjusted EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net income or any other performance measure derived in accordance with GAAP. 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. We present Adjusted EBITDA because we consider it to be an important supplemental measure of our performance and believe it is frequently used by securities analysts, investors, and other interested parties in the evaluation of companies in our industry. Management believes that investors’ understanding of our performance is enhanced by including this non-GAAP financial measure as a reasonable basis for comparing our ongoing results of operations. Management uses Adjusted EBITDA: • as a measurement of operating performance because it assists us in comparing the operating performance of our business on a consistent basis, as it removes the impact of items not directly resulting from our core operations; • for planning purposes, including the preparation of our internal annual operating budget and financial projections; • to evaluate the performance and effectiveness of our operational strategies; and • to evaluate our capacity to expand our business. By providing this non-GAAP financial measure, together with the reconciliation, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives. We caution investors that amounts presented in accordance with our definition of Adjusted EBITDA may not be comparable to similar measures disclosed by our competitors because not all companies and analysts calculate Adjusted EBITDA in the same manner. Adjusted EBITDA has limitations as an analytical tool, and should not be considered in isolation, or as an alternative to, or a substitute for net income or other financial statement data presented in our financial statements as indicators of financial performance. Some of the limitations are: • such measures do not reflect our cash expenditures; • such measures do not reflect changes in, or cash requirements for, our working capital needs; • although depreciation and amortization are recurring, non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and such measures do not reflect any cash requirements for such replacements; and • the exclusion of stock-based compensation expense, which has been a significant recurring expense and will continue to constitute a significant recurring expense for the foreseeable future, as equity awards are expected to continue to be an important component of our compensation strategy. Due to these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using these non-GAAP measures only supplementally. As noted in the table below, Adjusted EBITDA includes adjustments to exclude the impact of stock-based compensation expense and material infrequent items. It is reasonable to expect that these items will occur in future periods. However, we believe these adjustments are appropriate because the amounts recognized can vary significantly from period to period, do not directly relate to the ongoing operations of our business and may complicate comparisons of our internal operating results and operating results of other companies over time. In addition, Adjusted EBITDA may include adjustments for other items that we do not expect to regularly occur in future reporting periods. 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. 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. Cash is required primarily to purchase raw materials, repay debts and pay salaries, office expenses and other operating expenses. 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. 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. With the cash improvement initiatives, we believe our cash and cash equivalents will be sufficient for us to continue to execute our business strategy over the twelve months period following the date of issuance of this 10-K. Our current business strategy for the next twelve months includes (i) the continued rollout of our new ECV models in North America and Europe, as applicable and (ii) the establishment and development of local distribution channels in the United States. 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. Long-Term Liquidity Requirements In the long-term, we plan to regionalize the manufacturing and supply chain relating to certain components of our ECVs in the geographic markets in which our ECVs are sold. In the long-term, through our supply chain development know-how, we intend to establish supply chain relationships in North America and the European Union to support anticipated manufacturing and assembly needs in these markets, thereby reducing the time in transit and potentially other landed costs elements associated with importing our components and spare parts from China. As part of our growth strategy, we plan to expand our channel partner network, and local assembly facilities to regionalize our manufacturing and supply chains to better serve our global customers especially to expand our after-sales-market services offerings. We intend to further expand our technology through continued investment in research and development. 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. For our long-term business plan, we plan to fund current and future planned operations mainly through cash on hand, cash flow from operations, lines of credit and additional equity and debt financings to the extent available on commercially favorable terms. 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. 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. 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 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. Investing Activities Net cash used in investing activities was approximately $0.9 million for the year ended December 31, 2025. Net cash used in investing activities for the year ended December 31, 2025 was primarily consisted of cash paid in purchase of plant and equipment, loans provided to third parties of approximately $0.8 million and $0.5 million, respectively, offset by the proceeds from disposal of property, plant and equipment and repayment of loans by related parties of approximately $0.2 million and $0.2 million, respectively. Financing Activities Net cash provided by financing activities was approximately $4.9 million for the year ended December 31, 2025. 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. Contractual Obligations For a discussion of material contractual obligations and commitments, see Note 21 “Commitments and Contingencies” to our consolidated financial statements included in this annual report. We leases offices space under non-cancellable operating leases. As of December 31, 2025, the minimum future commitments under these agreements are as follows. Less than one year One to three years Total Operating lease obligations 1,466,487 943,605 2,410,092 Total 　1,466,487 943,605 2,410,092 67 Table of Contents Critical Accounting Policies and Estimates The preparation of financial statements in conformity with U.S. 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. 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. While management believes its judgments, estimates and assumptions are reasonable, they are based on information presently available and actual results may differ significantly from those estimates under different assumptions and conditions. 68 Table of Contents Fair value measurement ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. These tiers include: Level 1—defined as observable inputs such as quoted prices in active markets; Level 2—defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3—defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions. 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. 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. 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. Currency-cross swap was classified within Level 1 of the fair value hierarchy because they were valued using quoted prices in active markets. As the issuer is not yet listed and there are no similar companies in the market at the same stage of development for comparison, the investment is difficult to value, and the valuation is not considered reliable. 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. 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) currency-cross swap, which was recognized as derivative financial instruments. 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. Notwithstanding, when the fair value option election is applied to financial liabilities, bifurcation of an embedded derivative is not required, and the financial liability is initially measured at its issue-date estimated fair value and then subsequently remeasured at estimated fair value on a recurring basis as of each reporting period date. The portion of the change in fair value attributed to a change in the instrument-specific credit risk is recognized as a component of other comprehensive income and the remaining amount of the fair value adjustment is recognized as changes in fair value of convertible promissory notes and derivative liabilities in the Company’s consolidated statement of operations. The estimated fair value adjustment is presented in a respective single line item within other expense in the consolidated statement of operations because the change in fair value of the convertible notes was not attributable to instrument-specific credit risk. 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. The warrants are measured at each reporting period, with changes in fair value recognized in the statement of operations. As a practical expedient, the Company uses Net Asset Value (“NAV”) or its equivalent to measure the fair value of its certain fund investment. The Company’s investments valued at NAV as a practical expedient are private equity funds, which represent the investment in equity security on the consolidated balance sheet. Accounts receivable and allowance for credit losses Accounts receivable are recognized and carried at net realizable value. 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. The expected credit loss rates under each aging schedule were developed on basis of the average historical loss rates from previous years, and adjusted to reflect the effects of those differences in current conditions and forecasted changes. Management measured the expected credit losses of accounts receivable on a collective basis. 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. 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. 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. The cost of finished goods is determined on the basis of weighted average and comprises direct materials, direct labor cost and an appropriate proportion of overhead. 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 years ended December 31, 2025 and 2024, write-downs of $2,554,421 and $6,462,514, respectively, were recorded in cost of sales in the consolidated statements of operations and comprehensive loss. Derivative financial instruments The Company used cross-currency swap contracts to manage its exposures to movements in foreign exchange rates primarily related to the RMB or Renminbi. The use of these derivative financial instruments modifies the Company’s exposure to these risks with the goal of reducing the risk or cost to the Company. 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. 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. The Company determines whether a derivative instrument meets the criteria for cash flow or net investment hedge accounting treatment on the date the derivative is executed. Derivatives accounted for as mark to market hedges are not designated as hedges for accounting purposes. Economic Hedges A derivative instrument whose change in fair value is used to hedge against changes in the value of a hedged item, but which is not designated as a hedge under ASC815 “Derivative Instruments and Hedging Activities”, is accounted for as an economic hedge. These derivatives are recorded at fair value in the Consolidated Balance Sheets when the hedged item is recorded as an asset or liability and then are revalued each accounting period. Changes in the fair value of derivatives accounted for as economic hedges are reported in the “Gain from cross-currency swaps” lines under “Other expense” in the Consolidated Statements of Operations. Cash flows from derivatives not designated as hedges are classified as cash flows from operating activities in the Consolidated Statements of Cash Flows. 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. 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. 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. Factors that are considered in determining whether an other-than-temporary decline in value has occurred include the market value of the security in relation to its cost basis, the financial condition of the investee, and the intent and ability to retain the investment for a sufficient period of time to allow for recovery in the market value of the investment. Property, plant and equipment, net Property, plant and equipment are carried at cost less accumulated depreciation and any impairment. Depreciation is calculated over the asset’s estimated useful life, using the straight-line method. Leasehold improvements are amortized over the life of the asset or the term of the lease, whichever is shorter. 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. Factors that the Company considers in deciding when to perform an analysis of useful lives and residual values of long-lived assets include, but are not limited to, significant variance of a business or product line in relation to expectations, significant deviation from industry or economic trends, and significant changes or planned changes in the use of the assets. The analysis will be performed at the asset or asset category with the reference to the assets’ conditions, current technologies, market, and future plan of usage and the useful lives of major competitors. The costs and related accumulated depreciation of assets sold or otherwise retired are eliminated from the Company’s accounts and any gain or loss is included in the consolidated statements of operations and comprehensive loss. 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. In determining when and how revenue is recognized from contracts with customers, the Company performs the following five-step analysis: (i) identification of a contract with the customer; (ii) determination of performance obligations; (iii) measurement of the transaction price; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company generates revenue primarily through sales of light-duty ECVs, sales of ECV parts, and sales of off-road electric vehicles. The promised warranty does not provide the clients with a service in addition to the assurance that the product complies with agreed-upon contract specifications and is considered an assurance warranty. The warranty is not considered separate performance obligations and no revenue is associated with these services under ASC 606. Historically, the Company has not experienced material costs for quality assurance and, therefore, does not believe an accrual for these costs is necessary. Revenue is recognized upon the satisfaction of its performance obligation (upon transfer of control of promised goods or services to customers) in an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those goods or services, excluding amounts collected on behalf of third parties (for example, value added taxes). 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. The Company’s contracts do not include explicit rights of return, and variable consideration is not significant. 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. These costs primarily include domestic transportation and other logistics expenses incurred prior to export under EXW, FOB or FCA arrangements, or costs incurred before delivery to customers. 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 following table sets forth disaggregation of revenue by customer location. For the Years Ended December 31, 2025 2024 Primary geographical markets Europe $ 12,804,228 $ 9,485,770 Asia 4,035,448 4,579,104 America (1) 1,852,544 20,888,931 Others 33,917 110,005 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 (1) The decrease in revenue from the Americas for the year ended December 31, 2025 was primarily attributable to changes in the external trade environment, including increased tariffs and related uncertainties, which adversely affected the Company’s sales activities in the U.S. market. Contract Balances Timing of revenue recognition was once the Company has determined that the customer has obtained control over the product. Accounts receivable represent revenue recognized for the amounts invoiced and/or prior to invoicing when the Company has satisfied its performance obligation and has an unconditional right to the payment. Contractual liabilities primarily represent the Company’s obligation to transfer additional goods or services to a customer for which the Company has received consideration. The consideration received remains a contractual liability until goods or services have been provided to the customer. 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 following table provided information about receivables and contractual liabilities from contracts with customers: December 31, 2025 December 31, 2024 Accounts receivable, net $ 1,426,094 $ 4,688,322 Less: accounts receivable, net, held for discontinued operation (144,856 ) (1,406,457 ) Accounts receivable, net, held for continuing operation 1,281,238 3,281,865 Contractual liabilities $ 3,106,185 $ 4,202,001 Less: contractual liabilities, held for discontinued operation (84,641 ) (80,696 ) Contractual liabilities, held for continuing operation 3,021,544 4,121,305 74 Table of Contents Share-based compensation expenses The Company’s share-based compensation expenses are recorded in accordance with ASC 718. Share-based awards to employees are measured based on the grant date fair value of the equity instrument issued and recognized as compensation expense net of a forfeiture rate on a straight-line basis, over the requisite service period, with a corresponding impact reflected in additional paid-in capital. The estimate of forfeiture rate will be adjusted over the requisite service period to the extent that the actual forfeiture rate differs, or is expected to differ, from such estimates. Changes in estimated forfeiture rate will be recognized through a cumulative catch-up adjustment in the period of change. Convertible promissory notes The Company adopted ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20), effective for the year ended June 30, 2025. The Company accounts for its convertible debentures and notes primarily under ASC 470, Debt. Under the amended guidance, convertible instruments are accounted for as a single liability instrument measured at amortized cost. This simplified approach eliminates the requirement under previous guidance to separately account for beneficial conversion features (“BCF”) or cash conversion features (“CCF”) in equity. An exception to this single-instrument approach applies if an embedded conversion feature is required to be bifurcated from the host debt instrument and accounted for separately as a derivative under ASC 815, Derivatives and Hedging (“ASC 815”). This is required when the conversion feature’s economic characteristics are not considered clearly and closely related to the host debt, the feature meets the definition of a derivative, and it does not qualify for a scope exception from derivative accounting. If bifurcation is required, the embedded derivative is recognized as a liability and measured at fair value, with subsequent changes in fair value reported in earnings. The portion of the proceeds allocated to the derivative creates a debt discount, which is amortized to interest expense over the term of the debt. For instruments accounted for as a single liability, debt issuance costs are recorded as a direct deduction from the carrying amount and are amortized to interest expense over the term of the debt using the effective interest method. Upon conversion into shares in accordance with the original contractual terms, the carrying amount of the debt is reclassified to equity, and no gain or loss is recognized in the income statement. The Company evaluates modifications of convertible debentures and notes to determine whether such modifications are substantial. If a modification is not substantial, it is accounted for as a modification of the existing instrument, with a revised effective interest rate based on the updated cash flows. If a modification is considered substantial, the existing instrument is derecognized and the new instrument is recognized, with any resulting difference recognized in earnings. Upon extinguishment of convertible debentures and notes, including repayment or settlement, the difference between the carrying amount of the instrument and the consideration paid is recognized as a gain or loss in the consolidated statements of operations. Derivative liability The Company accounts for derivative financial instruments in accordance with ASC 815, Derivatives and Hedging (“ASC 815”). Derivative instruments are initially recognized at fair value on the consolidated balance sheets and are subsequently remeasured at fair value at each reporting date, with changes in fair value recognized in earnings. Derivatives may arise from embedded features within convertible debentures and notes or from freestanding financial instruments. An embedded feature is bifurcated from the host contract and accounted for separately as a derivative when the feature’s economic characteristics and risks are not clearly and closely related to those of the host contract, the feature meets the definition of a derivative, and it does not qualify for a scope exception under ASC 815. If bifurcation is required, the embedded derivative is recognized as a derivative liability and measured at fair value, with subsequent changes in fair value recognized in earnings. The portion of the proceeds allocated to the derivative creates a debt discount, which is amortized to interest expense over the term of the host debt using the effective interest method. For freestanding derivative instruments that are classified as liabilities, the Company measures such instruments at fair value at issuance and remeasures them at each reporting date, with changes in fair value recognized in earnings. The Company evaluates modifications of contracts containing derivative features to determine whether such modifications result in the extinguishment of the original instrument or the continuation of the existing instrument. If the modification is considered substantial, the original derivative is derecognized and a new derivative is recognized at fair value, with any resulting difference recognized in earnings. Upon settlement or termination of a derivative liability, the difference between the carrying amount of the derivative and the consideration paid is recognized in earnings. 75 Table of Contents Recently issued accounting standards pronouncements The Company is an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, EGC can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. 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 December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures. In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses. This new guidance is designed to improve the disclosures about the types of expenses, including employee compensation, depreciation, and amortization, and costs incurred related to inventory and manufacturing activities. In January 2025, the FASB issued ASU No. 2025-01 to clarify certain provisions of ASU 2024-03, including its effective date and transition guidance. As clarified, the amendments in ASU 2024-03 are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. The guidance should be applied prospectively, with an option for retrospective application. Early adoption is permitted. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements. In July 2025, the FASB issued ASU 2025-05, which amends ASC 326-20 to address the measurement of expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. The update introduces a practical expedient available to all entities and an accounting policy election specifically for non-public business entities that adopt the practical expedient, aiming to simplify and reduce the cost complexity associated with estimating expected credit losses for such financial assets. The guidance was developed in conjunction with the Private Company Council to respond to stakeholder concerns regarding the burdens of existing credit loss estimation requirements for these transactions. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements and related disclosures and expects to adopt the guidance in its fiscal year beginning January 1, 2027. Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, statements of operations and comprehensive loss and statements of cash flows. Item 7A. Quantitative and Qualitative Disclosures about Market Risk. We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.