Baosheng Media H1 net loss widens to $19.2M
A Nasdaq deficiency notice gives BAOS until March 9, 2027, to regain $1.00 bid-price compliance; the notice does not immediately affect continued listing.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Baosheng Media Group Holdings Ltd. reported six-month revenue of $62,701, compared with $283,039 in 2025; net loss was $19,221,741 versus $4,175,903, and operating cash outflow was $2,899,790 versus $544,786. Selling and marketing expense included $14,681,000 in share-based compensation for 5,300,000 ordinary shares issued to consultants.
On June 8, 2026, the company issued 25,000,000 ordinary shares in a private placement for net proceeds of $12,519,413. It lent $12,395,169 to a third party on June 26, 2026, for six months at 6% annual interest. On September 14, 2026, subsidiaries agreed to transfer receivables and a prepaid account, with a combined book balance of RMB 226.2 million as of April 30, 2026, to Guangzhou Nengren Advertising Co., Ltd. for RMB 8,561,500; ownership transfers after full payment.
Management said the six-month loss and operating cash outflow initially raised substantial doubt about the company’s ability to continue as a going concern, while assessing working capital as sufficient for obligations over the 12 months from report issuance. Nasdaq gave the company until March 9, 2027, to regain compliance with the $1.00 minimum bid-price requirement; the notice has no immediate effect on continued listing.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- None.
Negative
- Major pointSix-month net loss widened to $19,221,741 from $4,175,903 in 2025.
- Major pointSubstantial doubt was initially raised by the $19,221,741 six-month loss.
- Moderate pointSix-month revenue declined to $62,701 from $283,039 in 2025.
- Moderate pointNasdaq gave BAOS until March 9, 2027, to regain $1.00 bid-price compliance.
Filing Explained
The July thirty-first issuance added shares and restored Anruitai as principal shareholder; the separate High West share-sale agreement ended August twelfth.
This Form 6-K furnishes the company’s unaudited interim financial statements and reports a completed issuance: on
The filing says Anruitai’s ownership fell from
A separate agreement let Baosheng sell shares to High West at its discretion, up to
The company’s stated 12-month working-capital assessment refers to total current assets: at
Key Figures
Key Terms
gross billing financial
net fees from advertisers financial
variable consideration financial
going concern financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What revenue and net loss did BAOS report for the first half of 2026?
How much did BAOS raise in its June 2026 private placement?
What is BAOS’s Nasdaq bid-price compliance deadline?
What are the payment terms for BAOS’s asset transfer?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2026
Commission File Number 001-39977
Baosheng Media Group Holdings Limited
| East Floor 5 Building No. 8, Xishanhui Shijingshan District, Beijing 100041 People’s Republic of China +86-010-82088021 | |
| (Address of principal executive office) | |
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
Report of Financial Results as of June 30, 2026 and for the six months ended June 30, 2026 and 2025
Baosheng Media Group Holdings Limited, an exempted company incorporated in the Cayman Islands (the “Company”) is furnishing this Form 6-K to provide its unaudited condensed consolidated financial statements as of June 30, 2026 and for the six months ended June 30, 2026 and 2025, and incorporate such financial statements into the Company’s registration statements referenced below.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Form 6-K and the exhibits hereto contain certain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “approximates,” “assesses,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or similar expressions.
Many of these statements are based on assumptions about factors that are beyond the Company’s ability to control or predict and are subject to significant risks and uncertainties that are described more fully in “Item 3. Key Information—3.D. Risk Factors” of our annual report on Form 20-F for the fiscal year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission on April 30, 2026. Any of these factors or a combination of these factors could materially affect our future results of operations and the ultimate accuracy of the forward-looking statements. Fluctuations in our future financial results may negatively impact the value of our ordinary shares. Should any of these risks or uncertainties materialize, should any of our assumptions prove incorrect, or should we be unable to address any of the foregoing factors, our actual results may vary in material and adverse respects from those projected in these forward-looking statements. Consequently, there can be no assurance that actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects, on us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements.
The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s annual report and other filings with the U.S. Securities and Exchange Commission. As a result, you are cautioned not to rely on any forward-looking statements.
INCORPORATION BY REFERENCE
This report and its exhibit 99.1 and 99.2 shall be deemed to be incorporated by reference into the registration statements on Form F-3 (File Nos. 333-273720, 333-298730 and 333-298829) and Form S-8 (File No. 333-296887) of the Company, as amended, and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished by the Company.
Financial Statements and Exhibits.
Exhibits:
Exhibit No. | | Description |
99.1 | Unaudited Condensed Consolidated Financial Statements as of June 30, 2026 and for the Six Months Ended June 30, 2026 and 2025. | |
99.2 | Operating and Financial Review and Prospects in Connection with the Unaudited Condensed Consolidated Financial Statements for the Six Months Ended June 30, 2026 and 2025. | |
101.INS | Inline XBRL Instance Document | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Baosheng Media Group Holdings Limited | |
| |
By: | /s/ Lina Jiang |
Name: | Lina Jiang |
Title: | Chairwoman of the Board and Chief Executive Officer |
| |
Date: | October 16, 2026 |
By: | /s/ Chenfang Zhai |
Name: | Chenfang Zhai |
Title: | Chief Financial Officer |
| |
Date: | October 16, 2026 |
Exhibit 99.1
BAOSHENG MEDIA GROUP HOLDINGS LIMITED
CONDENSED CONSOLIDATED BALANCE SHEETS
As of June 30, 2026 and December 31, 2025
(Expressed in U.S. dollar, except for the number of shares)
| | | | | | |
| | June 30, | | December 31, | ||
| | 2026 | | 2025 | ||
| | (unaudited) | | | | |
ASSETS |
| | |
| | |
Current Assets |
| | |
| | |
Cash and cash equivalents | | $ | | | $ | |
Short-term investments | | | | | | |
Accounts receivable, net | |
| | |
| |
Media deposits | |
| | |
| |
Loan receivable | | | | | | — |
Due from related parties | | | — | | | |
Other current assets | |
| | |
| |
Total Current Assets | |
| | |
| |
| | | | | | |
Long-term investments | | | — | | | |
Property and equipment, net | |
| | |
| |
Operating right-of-use assets, net | |
| | |
| |
Total Assets | | $ | | | $ | |
| | | | | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| | |
| |
Current Liabilities | |
| | |
| |
Short-term bank borrowings | | $ | | | $ | |
Accounts payable | |
| | |
| |
Advance from advertisers | |
| | |
| |
Advertiser deposits | |
| | |
| |
Income tax payable | |
| | |
| |
Accrued expenses and other liabilities | |
| | |
| |
Total Current Liabilities | | | | | | |
Total Liabilities | |
| | |
| |
| | | | | | |
Commitments and Contingencies | |
| | |
| |
| | | | | | |
Shareholders’ Equity | |
| | |
| |
Ordinary Shares (par value $ | |
| | |
| |
Additional paid-in capital | | | | | | |
Statutory reserve | |
| | |
| |
Accumulated deficits | |
| ( | |
| ( |
Accumulated other comprehensive loss | |
| ( | |
| ( |
Total Shareholders’ Equity | |
| | |
| |
| | | | | | |
Total Liabilities and Shareholders’ Equity | | $ | | | $ | |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
BAOSHENG MEDIA GROUP HOLDINGS LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
For the Six Months Ended June 30, 2026 and 2025
(Expressed in U.S. dollar, except for the number of shares and per share data)
| | | | | | |
| | For the Six Months Ended | ||||
| | June 30, | ||||
| | 2026 | | 2025 | ||
Revenues | | $ | | | $ | |
Cost of revenues |
| | ( | | | ( |
Gross (loss) profit |
| | ( | | | |
| | | | | | |
Operating Expenses |
| | | | | |
Selling and marketing expenses |
| | ( | | | ( |
General and administrative expenses |
| | ( | | | ( |
Reversal of (provision for) expected credit losses | | | | | | ( |
Total Operating Expenses |
| | ( | | | ( |
| | | | | | |
Loss from Operations |
| | ( | | | ( |
| | | | | | |
Other Income (Expenses) | | | | | | |
Interest (expense) income, net |
| | ( | | | |
Gain from short-term investments | | | ( | | | |
Impairment of long-term investment |
| | ( | | | — |
Other income (loss), net |
| | | | | ( |
Total Other (Expenses) Income, Net | | | ( | | | |
| | | | | | |
Loss Before Income Taxes |
| | ( | | | ( |
| | | | | | |
Income tax expenses |
| | — | | | — |
| | | | | | |
Net Loss | | $ | ( | | $ | ( |
| | | | | | |
Other Comprehensive Income | |
| | |
| |
Foreign currency translation adjustment | | | | |
| |
Comprehensive Loss | | $ | ( | | $ | ( |
| | | | | | |
Weighted average number of ordinary share outstanding | |
| | |
| |
Basic and Diluted | |
| | |
| |
| | | | | | |
Loss per share | |
| | |
| |
Basic and Diluted | | $ | ( | | $ | ( |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
BAOSHENG MEDIA GROUP HOLDINGS LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
For the Six Months Ended June 30, 2026 and 2025
(Expressed in U.S. dollar, except for the number of shares)
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | Accumulated | | | | ||
| | | | | | | Additional | | | | | | | Other | | | | |||
| | Ordinary Shares | | Paid-in | | Statutory | | Accumulated | | Comprehensive | | Total | ||||||||
| | Shares | | Amount | | Capital | | Reserve | | Deficits | | Loss | | Equity | ||||||
Balance as of December 31, 2024 |
| | | $ | | | $ | | | $ | | | $ | ( | | $ | ( | | $ | |
Net loss |
| — | |
| — | |
| — | |
| — | |
| ( | |
| — | |
| ( |
Foreign currency translation adjustments |
| — | |
| — | |
| — | |
| — | |
| — | |
| | |
| |
Balance as of June 30, 2025 (unaudited) |
| | | $ | | | $ | | | $ | | | $ | ( | | $ | ( | | $ | |
| | | | | | | | | | | | | | | | | | | | |
Balance as of December 31, 2025 | | | | $ | | | $ | | | $ | | | $ | ( | | $ | ( | | $ | |
Issuance of ordinary shares pursuant to a private placement | | | | | | | | | | | — | | | — | | | — | | | |
Issuance of ordinary shares as share-based compensation | | | | | | | | | | | — | | | — | | | — | | | |
Net loss | | — | | | — | | | — | | | — | | | ( | | | — | | | ( |
Foreign currency translation adjustments | | — | | | — | | | — | | | — | | | — | | | | | | |
Balance as of June 30, 2026 (unaudited) | | | | $ | | | $ | | | $ | | | $ | ( | | $ | ( | | $ | |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
BAOSHENG MEDIA GROUP HOLDINGS LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2026 and 2025
(Expressed in U.S. dollar)
| | | | | | |
| | For the Six Months Ended | ||||
| | June 30, | ||||
| | 2026 | | 2025 | ||
Net Cash Used in Operating Activities | | $ | ( | | $ | ( |
| | | | | | |
Cash Flows from Investing Activities: | | | | |
| |
Purchases of property and equipment | | | — | |
| ( |
Purchases of intangible assets | | | — | |
| ( |
Proceeds from disposal of property and equipment | | | | | | — |
Purchases of short-term investments | | | — | | | ( |
Redemption of short-term investments | | | | | | |
Proceeds from disposition of a long-term investment | | | | | | — |
Advance of loan to a third party | | | ( | |
| — |
Net Cash (Used in) Provided by Investing Activities | | | ( | |
| |
| | | | | | |
Cash Flows from Financing Activities: | | | | |
| |
Proceeds from bank borrowings | | | | | | — |
Repayment of bank borrowings | | | — | |
| ( |
Borrowing from a third party | | | | |
| — |
Net proceeds from issuance of ordinary shares pursuant to a private placement | | | | |
| — |
Net Cash Provided by (Used in) Financing Activities | | | | |
| ( |
| | | | | | |
Effect of exchange rate changes on cash and cash equivalents | | | ( | |
| |
| | | | | | |
Net decrease in cash and cash equivalents | | | ( | |
| ( |
Cash and cash equivalents at beginning of period | | | | |
| |
Cash and cash equivalents at end of period | | $ | | | $ | |
| | | | | | |
Supplemental Cash Flow Information | | | | |
| |
Cash paid for interest expenses | | $ | | | $ | |
Cash paid for income tax | | $ | — | | $ | — |
| | | | | | |
Non-cash operating, investing and financing activities | | | | |
| |
Receivable from disposition of a long-term investment | | $ | | | $ | — |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
BAOSHENG MEDIA GROUP HOLDINGS LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1.ORGANIZATION AND BUSINESS DESCRIPTION
Baosheng Media Group Holdings Limited (“Baosheng Group” or “the Company”) was incorporated on December 4, 2018 under the laws of the Cayman Islands as an exempted company with limited liability. The Company is an online marketing solution provider based in mainland China, with a focus on short-form video and social media performance marketing. The Company is dedicated to helping advertisers manage their online marketing activities to achieve their business goals. Founded in 2014, the Company advises advertisers on online marketing strategies, offer value-added advertising optimization services and facilitate the deployment of online ads in various forms such as search ads, in-app ads, mobile app ads and social media marketing ads. At the same time, as authorized agencies of some popular online media, the Company helps online media to procure advertisers to buy their ad inventory and facilitate ad deployment on their advertising channels. The Company is pursuing AI-enabled marketing initiatives, including the proposed BAOS AI platform, with planned capabilities in AI content generation, intelligent traffic allocation, digital human live streaming, user insights and overseas marketing.
As of June 30, 2026, the accompanying unaudited condensed consolidated financial statements reflect the activities of Baosheng Group and each of the following entities:
| | | | | | | | |
| | Date of | | Place of | | % of | | |
Name of Entity | | Incorporation | | Incorporation | | Ownership | | Principal Activities |
Parent company: | | | | | | | | |
Baosheng Group | | December 4, 2018 |
| Cayman Islands |
| Parent |
| Investment holding |
Wholly owned subsidiaries of Baosheng Group | | | | | | | | |
Baosheng Media Group Limited (“Baosheng BVI”) | | December 14, 2018 | | British Virgin Islands | | | Investment holding | |
Baosheng Media Group (Hong Kong) Holdings Limited (“Baosheng Hong Kong”) | | January 7, 2019 |
| Hong Kong |
|
| Investment holding | |
Beijing Baosheng Technology Company Limited (“Beijing Baosheng”) | | October 17, 2014 |
| PRC |
|
| Provision of online marketing channels | |
Horgos Baosheng Advertising Co., Ltd. (“Horgos Baosheng”) | | August 30, 2016 |
| PRC |
|
| Provision of online marketing channels | |
Kashi Baosheng Information Technology Co., Ltd. (“Kashi Baosheng”) (Dissolved) | | May 15, 2018 |
| PRC |
|
| Provision of online marketing channels | |
Baosheng Technology (Horgos) Co., Ltd. (“Baosheng Technology”) | | January 2, 2020 |
| PRC |
|
| Provision of online marketing channels | |
Beijing Baosheng Network Technology Co., Ltd. (“Baosheng Network”) | | March 21, 2021 |
| PRC |
|
| Provision of online marketing channels | |
Beijing Xunhuo E-commerce Co., Ltd. (“Beijing Xunhuo”) | | April 2, 2022 |
| PRC |
|
| Advertising optimization services | |
Beijing Zhiding Baosheng Network Technology Co. Ltd. (“Zhiding Baosheng”) | | March 4, 2025 |
| PRC |
|
| Information consulting services and marketing planning services | |
Yuansheng Meiyan Healthcare Service (Hainan) Co., Ltd. (“Yuansheng Meiyan”) | | April 24, 2025 | | PRC | | | Information consulting services and marketing planning services |
In May 2025, the Company dissolved the business of Kashi Baosheng Information Technology Co., Ltd. (“Kashi Baosheng”). The management believed the dissolution of Kashi Baosheng did not represent a strategic shift that has (or will have) a major effect on the Company’s operations and financial results. The dissolution was not accounted as discontinued operations in accordance with ASC 205-20. On the date of dissolution, Kashi Baosheng recorded net assets of $
BAOSHENG MEDIA GROUP HOLDINGS LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The interim unaudited condensed consolidated financial statements are prepared and presented in accordance with accounting principles generally accepted in the United States (“US GAAP”).
The unaudited condensed consolidated financial information as of June 30, 2026 and for the six months ended June 30, 2026 and 2025 has been prepared without audit, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and pursuant to Regulation S-X. Certain information and footnote disclosures, which are normally included in annual financial statements prepared in accordance with US GAAP, have been omitted pursuant to those rules and regulations. The unaudited interim financial information should be read in conjunction with the audited financial statements and the notes thereto, included in the Form 20-F for the fiscal year ended December 31, 2025, which was filed with the SEC on April 30, 2026.
In the opinion of the management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments, which are necessary for a fair presentation of financial results for the interim periods presented. The Company believes that the disclosures are adequate to make the information presented not misleading. The accompanying unaudited condensed consolidated financial statements have been prepared using the same accounting policies as used in the preparation of the Company’s consolidated financial statements for the year ended December 31, 2025. The results of operations for the six months ended June 30, 2026 and 2025 are not necessarily indicative of the results for the full years.
Accounts receivable, net
Accounts receivable are recorded at the gross billing amount less an allowance for credit losses against any uncollectible accounts due from the advertisers for the acquisition of ad inventory and other advertising services on their behalf. Accounts receivable does not bear interest.
The Company maintains an allowance for credit losses and records the allowance for credit losses as an offset to accounts receivable and the estimated credit losses charged to the allowance is classified as “reversal of (provision for) expected credit losses” in the unaudited condensed consolidated statements of operations and comprehensive loss. The Company assesses collectability by reviewing accounts receivable on aging schedules because the accounts receivable were primarily consisted of accounts due from the advertisers for the acquisition of ad inventory and other advertising services on their behalf. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status, the age of the balances, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Company’s ability to collect from customers. Delinquent account balances are written-off against the allowance for expected credit loss after management has determined that the likelihood of collection is not probable.
For the six months ended June 30, 2026, the Company reversed allowance for expected credit losses of $
Media deposits
Media deposits represent performance security deposit upon becoming an authorized agency of the relevant media (platforms where online advertisement is delivered) as a guarantee of performance and obligations and deposit associated with committed advertising spend on behalf of selected advertisers as required by certain media before running their advertising campaigns, which are paid to media pursuant to the terms of the framework agreements and contracts.
In the event that the advertisers or their advertising agencies on behalf of their advertising clients (collectively the “advertisers”) commit to spending a guaranteed minimum amount on a particular media with the Company, the Company enters into a back-to-back framework agreement with the relevant publishers committing the same level of guaranteed minimum spend and securing a preferential rebate policy applicable to the advertising spend of that advertiser. With the committed minimum spend, the Company is entitled to enjoy certain rebates and discounts and usually be required to pay a deposit of up to
As of June 30, 2026 and December 31, 2025, the balances of media deposits were $
BAOSHENG MEDIA GROUP HOLDINGS LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Advertiser deposits
The advertiser deposits represented deposits made by the advertisers who undertake a minimum total advertising spend as a condition for enjoying rebates and discounts. The Company generally requires these advertisers to place deposits with the Company at a percentage (usually up to
As of June 30, 2026 and December 31, 2025, the balances of advertiser deposits were $
Revenue recognition
The Company recognizes revenues in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”), which establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. In according with ASC 606, revenues are recognized when control of the promised services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.
The Company identified each distinct service, or each series of distinct services that are substantially the same and that have the same pattern of transfer to the customer, as a performance obligation. Transaction price is allocated among different performance obligations identified in one contract, by using expected cost - plus margin approach, if the standalone selling price of each performance obligation is not observable.
The Company applied a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. The Company has no material incremental costs of obtaining contracts with customers that the Company expects the benefit of those costs to be longer than one year, which need to be recognized as assets.
The Company has advertising agency revenues from search engine marketing (“SEM”, a form of online marketing that involves the promotion of websites by increasing their visibility in search engine results pages and search-related products and services) services and non-SEM services, including deployment of in-feed and mobile app ads on other media and social media marketing services in relation to running advertising campaigns on selected social media accounts. The Company acts as an agent between media or their authorized agencies (collectively “publishers”) and advertisers by helping publishers procure advertisers and facilitate ad deployment on their advertising channels, and purchasing ad inventories and advertising services from publishers for advertisers. The Company places orders with publishers as per request from advertisers. Each order is materialized by a contract and explicitly quotes one agency service to arrange for the advertising service to be provided by a third - party publisher for a period of ad term. The Company provides advice and services on advertising strategies and ad optimization to advertisers to improve the effectiveness of their ads, all of which are highly interrelated and not separately identifiable. The Company’s overall promise represents a combined output that is a single performance obligation; there is no multiple performance obligations.
The Company evaluated its advertising agency contracts and determined that it was not acting as principal in these arrangements with publishers and advertisers since it never takes control of the ad inventories at any time. The Company collects the costs of purchasing ad inventories and advertising services from advertisers on behalf of publishers. The Company generates advertising agency revenues either by charging additional fees to advertisers or receiving rebates and incentives offered by publishers. Accordingly, both advertisers and publishers can be identified as customers, depending on the revenue model applicable to the relevant services.
The Company recognizes revenues on a net basis, which equal to: (i) rebates and incentives offered by publishers, netting the rebates to advertises (if any); and (ii) net fees from advertisers.
BAOSHENG MEDIA GROUP HOLDINGS LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Revenue recognition (cont.)
Rebates and incentives offered by publishers
Rebates and incentives offered by publishers are determined based on the contract terms with publishers and their applicable rebate policies, which typically in the form of across-the-board standard-rate rebates, differential standard-rate rebates and progressive-rate rebates. Rebates and incentives offered by publishers are accounted for as variable consideration. The Company accrues and recognizes revenues in the form of rebates and incentives based on its evaluation as to whether the contractually stipulated thresholds of advertising spend are likely to being reached, or other benchmarks or certain prescribed classification are likely to being qualified (e.g. the number of new advertisers secured, growth in actual advertising spend), and to the extent that a significant reversal of cumulative revenue would not occur in future periods. These evaluations are based on the past experience and regularly monitoring of various performance factors set within the rebate policies (e.g. accumulated advertising spend, number of new advertisers). At the end of each subsequent reporting period, the Company re-evaluates the probability of achieving such advertising spend volume and any related constraint, and if necessary, adjusts the estimate of the amount of rebates and incentives. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. The rebates and incentives are generally ascertained and settled on a quarterly or annual basis. Historically, adjustments to the estimations for the actual amounts have been immaterial. These rebates and incentives take the form of cash which, when paid, are applied to set off accounts payable with the relevant publishers or settled separately; or can be in the form of ad currency units which will be deposited in the account in the back-end platform of the media and can then be utilized to acquire their ad inventory.
The Company may offer rebates to advertisers on a case - by - case basis, generally with reference to the rebates and incentives offered by publishers, the advertiser’s committed total spend, and the business relationships with such advertiser. The rebates offered by the Company to advertisers are in the form of cash discounts or ad currency units that can be utilized to acquire ad inventory from relevant media, both of which are account for as a deduction of revenues.
Net fees from advertisers
Net fees from advertisers are the difference between the gross billing amount charged to the advertisers and the costs of purchasing ad inventories and advertising services on their behalf.
The publishers do not receive the benefits from the Company’s facilitation services until the publishers deliver advertising services to the advertisers. The Company recognizes advertising agency revenues when it transfers the control of the facilitation service commitments, i.e., when the publishers deliver advertising services to the advertisers. Under the cost per click (“CPC”) and cost per acquisition (“CPA”) pricing model of media, the Company recognizes revenues at the point of time as the publishers deliver advertising services at the point in time. Under the cost per time (“CPT”) pricing model of media, the publishers deliver advertising services over time when the advertising links are displayed over the contract periods, and therefore the Company recognizes revenue on a straight-line basis over the contracted display period. During the six months ended June 30, 2026 and 2025, revenues from the advertising services under CPT pricing model that the Company arranged are immaterial.
The Company records revenues and costs on a net basis and the related accounts receivable and payable amounts on a gross basis.
The gross billing amounts charged to the advertisers are collected either in advance to provision of services or after the services. Accounts receivable represent the gross billing charged to advertisers that the Company has an unconditional right to consideration (including billed and unbilled amount) when the Company has satisfied its performance obligation. Payment terms and conditions of accounts receivables vary by customers, and terms typically include a requirement for payment within a period from three to
BAOSHENG MEDIA GROUP HOLDINGS LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Revenue recognition (cont.)
Net fees from advertisers (cont.)
The cost of purchasing ad inventories and advertising services is recorded as accounts payable or a deduction against prepayments in cases where prepayments are required by the publishers.
| | | | | | |
| | For the Six Months Ended | ||||
| | June 30, | ||||
| | 2026 | | 2025 | ||
Nature of Revenue: | | | | | | |
Rebates and incentives offered by publishers | | $ | | | $ | |
Net fees from advertisers | |
| ( | |
| |
Total | | $ | | | $ | |
| | | | | | |
Category of Revenue: | |
| | |
| |
SEM services | | $ | | | $ | |
Non-SEM services | |
| | |
| |
Total | | $ | | | $ | |
Segment Reporting
The Company uses the management approach to determine operating segment. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”) for making decisions, allocation of resources and assessing performance. The Company’s CODM has been identified as the Chief Executive Officer who reviews the consolidated net income when making decisions about allocating resources and assessing performances of the Company.
The CODM assesses performance and decides how to allocate resources for our
Since the Company operates in
Foreign currency translation
The reporting currency of the Company is U.S. dollars (“US$” or “$”) and the accompanying unaudited condensed consolidated financial statements have been expressed in US$. The functional currency of the Company’s PRC subsidiaries is the Chinese Yuan (“RMB”). The functional currency of the Company’s other subsidiaries is the US$. The Company’s unaudited condensed consolidated financial statements have been translated into the reporting currency U.S. dollars. Assets and liabilities of the Company are translated at the exchange rate at each reporting period end date. Equity is translated at historical rates. Income and expense accounts are translated at the average rate of exchange during the reporting period. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheet. The resulting translation adjustments are reported under other comprehensive income (loss). Gains and losses resulting from the translations of foreign currency transactions and balances are reflected in the results of operations.
BAOSHENG MEDIA GROUP HOLDINGS LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Foreign currency translation (cont.)
The following table outlines the currency exchange rates that were used in creating the unaudited condensed consolidated financial statements in this report:
| | | | |
| | June 30, | | December 31, |
| | 2026 | | 2025 |
Period-end spot rate |
| |
| |
| | | | |
| | For the Six Months Ended June 30, | ||
| | 2026 | | 2025 |
Average rate |
| | | |
Fair value of financial instruments
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of the fair value hierarchy are described below:
Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value.
Financial instruments of the Company primarily comprised current assets and current liabilities including cash and cash equivalents, short-term investments, accounts receivable, due from related parties, media deposits, loan receivable, other receivables, accounts payables, advertiser deposits, and other payables.
As of June 30, 2026 and December 31, 2025, the carrying values of other financial instruments approximated to their fair values because of the short-term nature of these instruments.
Share-based compensation
Share-based awards granted are measured at fair value on grant date and share-based compensation expense is recognized (i) immediately at the grant date if no vesting conditions are required, or (ii) using the straight-line attribution method, net of estimated forfeitures, over the requisite service period. The fair values of restricted shares are determined with reference to the fair value of the underlying shares. The value is recognized as an expense over the respective service period, net of estimated forfeitures. Share-based compensation expense, when recognized, is charged to the consolidated income statements with the corresponding entry to additional paid-in capital, liability or noncontrolling interests.
On each measurement date, the Company reviews internal and external sources of information to assist in the estimation of various attributes to determine the fair value of the share-based awards granted by the Company, including the forfeiture rate, expected life and expected volatility. The Company recognizes the impact of any revisions to the original forfeiture rate assumptions in the consolidated statements of operations, with a corresponding adjustment to equity.
Concentration and credit risk
Substantially all of the Company’s operating activities are transacted into RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either through the People’s Bank of China or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the People’s Bank of China. Approval of foreign currency payments by the People’s Bank of China or other regulatory institutions require submitting a payment application form together with suppliers’ invoices, shipping documents and signed contracts.
BAOSHENG MEDIA GROUP HOLDINGS LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Concentration and credit risk (cont.)
The Company maintains certain bank accounts in the PRC, Hong Kong and Cayman Islands, which are not insured by Federal Deposit Insurance Corporation (“FDIC”) insurance or other insurance. As of June 30, 2026 and December 31, 2025, $
Accounts receivable are typically unsecured and derived from services rendered to advertisers that are located primarily in China, thereby exposed to credit risk. The risk is mitigated by the Company’s assessment of advertisers’ creditworthiness and its ongoing monitoring of outstanding balances. The Company has a concentration of its receivables with specific advertisers. As of June 30, 2026,
For the six months ended June 30, 2026,
As of June 30, 2026 and December 31, 2025,
Recently issued accounting 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.
On December 17, 2025, the FASB issued ASU 2025-12, which is to correct, clarify, and otherwise improve U.S. GAAP. ASU 2025-12 includes 33 improvements that span a wide range of topics, including Clarifying diluted earnings per share (EPS) calculation when a loss from continuing operations exists, Clarifying disclosure requirements for lease receivables from sales-type or direct financing leases, Revising the calculation of the reference amount for beneficial interests to prevent double counting credit losses, Clarifying the permissible methods to account for treasury stock retirements, and Clarifying the guidance for transfers of receivables from contracts with customers. The amendments in this Update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. If an entity adopts the amendments in this Update in an interim period, it must adopt them as of the beginning of the annual reporting period that includes that interim reporting period. An entity may elect to early adopt the amendments on an issue-by-issue basis. For example, an entity may decide to early adopt certain amendments and adopt the remaining amendments at the effective date. An entity should apply the amendments in this Update (except for the amendments to Topic 260, Earnings Per Share, related to Issue 4) using one of the following transition methods: (i) Prospectively to all transactions recognized on or after the date that the entity first applies the amendments, or (ii) Retrospectively to the beginning of the earliest comparative period presented. An entity should adjust the opening balance of retained earnings (or other appropriate components of equity or net assets in the statement of financial position) as of the beginning of the earliest comparative period presented. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact.
On December 8, 2025, the FASB issued ASU 2025-11, which is intended to improve the navigability of the guidance in ASC 270 and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides “interim financial statements and notes in accordance with GAAP.” The ASU also addresses the form and content of such financial statements, adds lists to ASC 270 of the interim disclosures required by all other Codification topics, and establishes a principle under which an entity must “disclose events since the end of the last annual reporting period that have a material impact on the entity.” For public business entities, the amendments in ASU 2025-11 are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. For all other entities, the amendments in ASU 2025-11 are effective for interim reporting periods within annual reporting periods beginning after December 15, 2028. Early adoption is permitted for all entities. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact.
BAOSHENG MEDIA GROUP HOLDINGS LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recently issued accounting pronouncements (cont.)
In January 2025, the FASB issued ASU 2025-01, “Income Statement – Comprehensive Income – Expense Disaggregation Disclosure (Subtopic 220-40): Clarifying the Effective Date.” This pronouncement revises the effective date of ASU 2024-03 and clarifies that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Entities within the ASU’s scope are permitted to early adopt the accounting standard update. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact.
In December 2023, the FASB issued ASU 2023-09, which is an update to Topic 740, Income Taxes. The amendments in this update related to the rate reconciliation and income taxes paid disclosures improve the transparency of income tax disclosures by requiring (1) adding disclosures of pretax income (or loss) and income tax expense (or benefit) to be consistent with U.S. Securities and Exchange Commission (SEC) Regulation S-X 210.4-08(h), Rules of General Application—General Notes to Financial Statements: Income Tax Expense, and (2) removing disclosures that no longer are considered cost beneficial or relevant. For public business entities, the amendments in this Update are effective for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this Update should be applied on a prospective basis. Retrospective application is permitted. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact.
The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the unaudited condensed consolidated financial position, statements of loss and cash flows.
3.GOING CONCERN
As reflected in the Company’s consolidated financial statements, the Company had a net loss of $
As of June 30, 2026, the Company had cash and cash equivalents of $
However, future financing requirements will depend on many factors, including the scale and pace of the expansion of the Company’s advertising business, the expansion of the Company’s sales and marketing activities, and potential investments in, or acquisitions of, businesses or technologies. Inability to obtain credit terms from medias or access to financing on favorable terms in a timely manner or at all would materially and adversely affect the Company’s business, results of operations, financial condition, and growth prospects.
BAOSHENG MEDIA GROUP HOLDINGS LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
4.ACCOUNTS RECEIVABLE, NET
The Company records revenues and costs on a net basis and the related accounts receivable and payable amounts on a gross basis. Accounts receivable, net of provision for credit losses consisted of the following:
| | | | | | |
| | June 30, | | December 31, | ||
| | 2026 | | 2025 | ||
| | (unaudited) | | | | |
Accounts receivable | | $ | | | $ | |
Less: allowance for expected credit losses | |
| ( | |
| ( |
Accounts receivable, net | | $ | | | $ | |
Movement of allowance for credit losses was as follows:
| | | | | | |
| | June 30, | | June 30, | ||
| | 2026 | | 2025 | ||
| | (unaudited) | | (unaudited) | ||
Balance at beginning of the period | | $ | | | $ | |
Charge (reversal of charge) to expenses | |
| ( | |
| |
Writing off of accounts receivable | | | — | | | ( |
Foreign exchange adjustments | |
| | |
| |
Balance at end of the period | | $ | | | $ | |
5.OTHER CURRENT ASSETS
Other current assets consist of the following:
| | | | | | |
| | June 30, | | December 31, | ||
| | 2026 | | 2025 | ||
| | (unaudited) | | | | |
Recoverable value-added taxes | | $ | | | $ | |
Due from a third party for disposition of a long-term investment (Note 9) | | | | | | — |
Others | |
| | |
| |
Less: Provision for credit losses | |
| ( | |
| ( |
| | $ | | | $ | |
Movement of allowance for credit losses was as follows:
| | | | | | |
| | June 30, | | June 30, | ||
| | 2026 | | 2025 | ||
| | (unaudited) | | (unaudited) | ||
Balance at beginning of the period | | $ | | | $ | |
Charge (reversal of charge) to expenses | |
| | |
| ( |
Foreign exchange adjustments | |
| | |
| ( |
Balance at end of the period | | $ | | | $ | |
6.LOAN RECEIVABLE
| | | | | | |
| | June 30, | | December 31, | ||
| | 2026 | | 2025 | ||
| | (unaudited) | | | | |
Loan receivable | | $ | | | $ | — |
On June 8, 2026, the Company entered into a loan agreement with a third party, pursuant to which the Company lent $
BAOSHENG MEDIA GROUP HOLDINGS LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
7.PROPERTY AND EQUIPMENT, NET
Property and equipment, net consisted of the following:
| | | | | | |
| | June 30, | | December 31, | ||
| | 2026 | | 2025 | ||
| | (unaudited) | | | | |
Property | | $ | | | $ | |
Office equipment | |
| | |
| |
Vehicles | | | — | | | |
Electronic equipment | |
| | |
| |
Less: Accumulated depreciation | |
| ( | |
| ( |
| | $ | | | $ | |
Depreciation expense was $
For the six months ended June 30, 2026, the Company disposed of certain property and equipment, including office equipment, vehicle and electronic equipment, and received proceeds of $
8.OPERATING LEASE
The Company lease back a portion of the sold properties for a lease term of
The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the leases do not provide a readily determinable implicit rate. Therefore, the Company discount lease payments based on an estimate of the incremental borrowing rate. As of June 30, 2026 and December 31, 2025, the Company had
For operating leases that include rent holidays and rent escalation clauses, the Company recognizes lease expense on a straight-line basis over the lease term from the date it takes possession of the leased property. The Company records the straight-line lease expense and any contingent rent, if applicable, in general and administrative expenses on the unaudited condensed consolidated statements of operations and comprehensive loss. The corporate office lease also requires the Company to pay real estate taxes, common area maintenance costs and other occupancy costs which are included in the general and administrative expenses on the unaudited condensed consolidated statements of operations and comprehensive income.
As of June 30, 2026 and December 31, 2025, the Company had right-of-use assets of $
9.LONG-TERM INVESTMENTS
As of June 30, 2026 and December 31, 2025, long-term investments consisted of the following:
| | | | | | |
| | June 30, | | December 31, | ||
| | 2026 | | 2025 | ||
| | (unaudited) | | | | |
Equity investment without readily determinable fair value measured at Measurement Alternative (a) | | $ | — | | $ | |
Equity investment accounted for using the equity method (b) | |
| — | |
| |
| | $ | — | | $ | |
BAOSHENG MEDIA GROUP HOLDINGS LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
9.LONG-TERM INVESTMENTS (CONTINUED)
(a) | As of June 30, 2026 and December 31, 2025, the equity investment without readily determinable fair value measured at Measurement Alternative consisted of the following: |
| | | | | | |
| | June 30, | | December 31, | ||
| | 2026 | | 2025 | ||
| | (unaudited) | | | | |
Beijing Qucheng Technology Co., Ltd. (“Qucheng”) | | $ | — | | $ | |
Beijing Xinrong Fanxing Technology Co., Ltd. (“Xinrong Fanxing”) | |
| — | |
| |
| | $ | — | | $ | |
Investment in Qucheng
In January 2023, Beijing Baosheng closed an acquisition of
As of June 30, 2026, the Company noted that Qucheng conducted limited operations during the six months ended June 30, 2026. The management assessed that it is remote for the Company to collect the investment. As of June 30, 2026, the Company provided full impairment against investment in Qucheng.
Investment in Xinrong Fanxing
In February 2021, the Company acquired
As of June 30, 2026, the Company noted that Xinrong Fanxing conducted limited operations during the six months ended June 30, 2026. The management assessed that it is remote for the Company to collect the investment. As of June 30, 2026, the Company provided full impairment against investment in Xinrong Fanxing.
(b) | As of December 31, 2025, the equity investment accounted for using the equity method represented investment in Guangzhou Shanxingzhe Technology Investment LLP (“Shanxingzhe”). In June 2023, Beijing Xunhuo closed acquisition of |
Shanxingzhe is primarily engaged in investment in advertisement entities. The investment in Shanxingzhe is to diversify the Company’s advertising business. Beijing Xunhuo is able to exercise significant influence over Shanxingzhe and accounted for the equity investment using equity method.
In December 2025, the Board approved the disposition of Company’s
On April 4, 2026, Beijing Xunhuo, Guangzhou Yichuanghui Enterprise Management Consulting Co., Ltd. (the “Purchaser”), and Shanxingzhe entered into a Partnership Interest Transfer Agreement (the “Transfer Agreement”), pursuant to which Beijing Xunhuo agreed to sell, assign, and transfer its
BAOSHENG MEDIA GROUP HOLDINGS LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
10.BANK BORROWINGS
| | | | | | |
| | June 30, | | December 31, | ||
| | 2026 | | 2025 | ||
| | (unaudited) | | | ||
Bank borrowings | | $ | | | $ | |
In August 2025, Baosheng Network entered into a two-year revolving credit facility of $
In November 2025, Beijing Xunhuo entered into a bank borrowing agreement with Bank of Beijing, pursuant to which Beijing Xunhuo borrowed approximately $
In September 2025, Baosheng Network entered into bank borrowing agreement with Bank of China, pursuant to which Baosheng Network borrowed approximately $
For the six months ended June 30, 2025, the Company fully repaid borrowings of $
For the six months ended June 30, 2026 and 2025, interest expense arising from the bank borrowings amounted to $
11. | ACCRUED EXPENSES AND OTHER LIABILITIES |
Accrued expenses and other liabilities consist of the following:
| | | | | | |
| | June 30, | | December 31, | ||
| | 2026 | | 2025 | ||
| | (unaudited) | | | ||
Accrued professional expenses | | $ | | | $ | |
Due to a third party (a) | |
| | |
| — |
Other tax payable | |
| | |
| — |
Others | |
| | |
| |
| | $ | | | $ | |
(a) | The balance of due to a third party represented borrowings from the third party for operating purpose. The borrowing was interest free and was repaid in July 2026. |
12. | WARRANT LIABILITIES |
In connection with the private placement on March 18, 2021, the Company sold an aggregate of
The holders of warrants are granted with registration rights. If at any time after the six-month anniversary of March 18, 2021, there is no effective registration statement registering, or no current prospectus available for the issuance of the warrant shares to the holder and the resale of the warrant shares, then this warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise”. The warrants are subject to adjustments in the event of 1) stock dividends and splits, 2) subsequent right offerings, 3) pro rata dilutions and 4) fundamental transactions. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of the warrants.
BAOSHENG MEDIA GROUP HOLDINGS LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
12.WARRANT LIABILITIES (CONTINUED)
In the event of a fundamental transaction, the Company or any successor entity shall, at the holder’s option, purchase this warrant from the holder by paying to the holder an amount of cash equal to the value of the remaining unexercised portion of the warrant, using Black-Scholes model, on the date of the consummation of such fundamental transaction; provided, however, that, if the fundamental transaction is not within the Company’s control, including not approved by the Company’s Board of Directors, holder shall only be entitled to receive from the Company or any successor entity the same type or form of consideration (and in the same proportion), at the value of the unexercised portion of the warrant, that is being offered and paid to the holders of ordinary shares of the Company in connection with the fundamental transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of ordinary shares are given the choice to receive from among alternative forms of consideration in connection with the fundamental transaction.
If the Company fails for any reason to deliver to the holders the warrant shares subject to a notice of exercise by the warrant share delivery date, the Company shall pay to the holder, in cash, as liquidated damages and not as a penalty, for each $
The above mentioned cash-settled make-whole provisions led the warrants classified as a derivative warrant liability. The derivative warrant liability was initially recorded at fair value on the closing date of the private placement and were subsequently remeasured at fair value at each reporting dates. The changes in the fair value of derivative warrant liability were charged to the account of “Changes in fair value of warrant liabilities” in the consolidated statements of operations and comprehensive loss.
As of June 30, 2026 and December 31, 2025, the Company had
The fair value of the warrant liabilities was estimated using Black-Scholes model. Inherent in these valuations are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary share based on historical and implied volatilities of selected peer companies as well as its own that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.
The following table provides quantitative information regarding Level 3 fair value measurements inputs for the Company’s warrants at their measurement dates:
| | | | | | | |
| | As of June 30, | | As of December 31, | | As of March 18, |
|
| | 2026 | | 2025 | | 2021 |
|
Volatility |
| | % | | % | | % |
Stock price |
| |
| | | | |
Expected life of the warrants to convert |
| |
| | | | |
Risk free rate |
| | % | | % | | % |
Dividend yield |
| | % | | % | | % |
13.INCOME TAXES
Cayman Islands
Under the current and applicable laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends by the Company to its shareholders, no Cayman Islands withholding tax will be imposed.
British Virgin Islands
Under the current and applicable laws of BVI, Baosheng BVI is not subject to tax on income or capital gains.
BAOSHENG MEDIA GROUP HOLDINGS LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
13.INCOME TAXES (CONTINUED)
Hong Kong
Baosheng Hong Kong is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate for the first HKD$
PRC
Beijing Baosheng, Horgos Baosheng, Kashi Baosheng (dissolved), Baosheng Technology, Baosheng Network, Beijing Xunhuo, Zhiding Baosheng and Yuansheng Meiyan were incorporated in the PRC and are subject to PRC Enterprise Income Tax (“EIT”) on the taxable income in accordance with the relevant PRC income tax laws. On March 16, 2007, the National People’s Congress enacted a new enterprise income tax law, which took effect on January 1, 2008. The law applies a uniform
Horgos Baosheng, Kashi Baosheng (dissolved), and Baosheng Technology are subject to a preferential income tax rate of
For the six months ended June 30, 2026 and 2025, the Company did not record current income tax expenses or deferred income tax expenses. Deferred tax assets as of June 30, 2026 and December 31, 2025 consisted of the following:
| | | | | | |
| | June 30, | | December 31, | ||
| | 2026 | | 2025 | ||
| | (unaudited) | | | ||
Net operating losses carryforwards |
| $ | |
| $ | |
Allowance for doubtful accounts of accounts receivable | | | | | | |
Allowance for doubtful accounts of other current assets | | | | | ||
Impairment of deposit for long-term investment | |
| | |
| |
Impairment of long-term investment | |
| | |
| |
Deferred tax assets, gross | |
| | |
| |
Deferred tax liabilities from operating right-of-use assets | |
| ( | |
| ( |
Deferred tax assets net off against deferred tax liability | | | | | | |
Less: Allowance on deferred tax assets | | | ( | | | ( |
| | $ | | | $ | |
The Company evaluates its valuation allowance requirements at end of each reporting period by reviewing all available evidence, both positive and negative, and considering whether, based on the weight of that evidence, a valuation allowance is needed. When circumstances cause a change in management’s judgement about the realizability of deferred tax assets, the impact of the change on the valuation allowance is generally reflected in income from operations. The future realization of the tax benefit of an existing deductible temporary difference ultimately depends on the existence of sufficient taxable income of the appropriate character within the carryforward period available under applicable tax law.
As of June 30, 2026 and December 31, 2025, due to uncertainties surrounding future utilization on Beijing Baosheng, Baosheng Network, the Beijing branch of Horgos Baosheng and Baosheng Hong Kong, the Company accrued full valuation allowance of $
BAOSHENG MEDIA GROUP HOLDINGS LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
14.LOSS PER SHARE
The following table sets forth the computation of basic and diluted loss per common share for the six months ended June 30, 2026 and 2025, respectively:
| | | | | | |
| | For the Six Months Ended | ||||
| | June 30, | ||||
| | 2026 | | 2025 | ||
Net Loss | | $ | ( | | $ | ( |
| | | | | | |
Weighted average number of ordinary share outstanding | |
| | |
| |
Basic and Diluted | |
| | |
| |
| | | | | | |
Loss per share | |
| | |
| |
Basic and Diluted | | $ | ( | | $ | ( |
For the six months ended June 30, 2026 and 2025, the Company had
15.SHARE-BASED COMPENSATION
In June 2026, the Company adopted a 2026 Share Incentive Plan (the “2026 Plan”). On June 18, 2026, the Company issued an aggregation of
16.EQUITY
Ordinary shares
As of December 31, 2025, the Company had
On June 8, 2026, the Company closed a private placement, pursuant to which the Company issued and sold
On June 18, 2026, the Company issued
As of June 30, 2026, the Company had
Restricted net assets
The Company’s ability to pay dividends is primarily dependent on the Company receiving distributions of funds from its subsidiaries. Relevant PRC statutory laws and regulations permit payments of dividends by the Company’s PRC subsidiaries only out of their respective retained earnings, if any, as determined in accordance with PRC accounting standards and regulations and after they have met the PRC requirements for appropriation to statutory reserves. Paid in capital of the PRC subsidiaries included in the Company’s consolidated net assets are also non-distributable for dividend purposes. The results of operations reflected in the accompanying unaudited condensed consolidated financial statements prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of the Company’s PRC subsidiaries. The Company is required to set aside at least 10% of their after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. In addition, the Company may allocate a portion of its after-tax profits based on PRC accounting standards to enterprise expansion fund and staff bonus and welfare fund at its discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends.
As of June 30, 2026 and December 31, 2025, the Company’s PRC profit generating subsidiaries accrued statutory reserve funds of $
BAOSHENG MEDIA GROUP HOLDINGS LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
17.RELATED PARTY TRANSACTIONS AND BALANCES
1)Nature of relationships with related parties
| | |
Name | | Relationship with the Company |
Anruitai Investment Limited (“Anruitai”) | |
2)Transactions with related parties
For the six months ended June 30, 2026 and 2025, the Company did not enter into transactions with related parties.
3)Balances with related parties
As of June 30, 2026 and December 31, 2025, the balances due from related parties were as follows:
| | | | | | |
| | June 30, | | December 31, | ||
| | 2026 | | 2025 | ||
| | (unaudited) | | | | |
Due from related parties | | | | | | |
Anruitai Investment Limited | | $ | — | | $ | |
| | $ | — | | $ | |
18.CONTINGENCIES
In the normal course of business, the Company is subject to loss contingencies, such as certain legal proceedings, claims and disputes. The Company records a liability for such loss contingencies when the likelihood of an unfavorable outcome is probable and the amount of loss can be reasonably estimated.
On June 3, 2025, a director of the Company was served with a complaint filed by
BAOSHENG MEDIA GROUP HOLDINGS LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
18.CONTINGENCIES (CONTINUED)
On June 9, 2026, Mi Shasha filed an application for labor arbitration against Baosheng Network with the Beijing Shijingshan District Labor and Personnel Dispute Arbitration Commission, claiming (i) compensation of RMB
On April 10, 2024, the Company was served with a copy of the winding up petition (the “Petition”), filed by Orient Plus International Limited (the “Petitioner”) with the Grand Court of the Cayman Islands (the “Grand Court”), seeking an order that the Company be wound up pursuant to Section 92(e) of the Cayman Islands Companies Act (2023 Revision), claiming that the management of the Company have acted unfairly and/or oppressively towards the Petitioner, the other investors and other minority shareholders, and/or the affairs of the Company have been conducted with a lack of probity, and the Petitioner and the other investors have justifiably lost confidence in the management of the Company. The Company filed a strike out application on July 10, 2024, which was dismissed by the Grand Court. The matter has therefore proceeded to trial. As of the date of this report, the parties are in the midst of discovery. The Company believes that the Petition is without any merit and intends to defend the matter vigorously.
On March 1, 2024, the Company was served a complaint regarding a lawsuit brought by three institutional investors (the “Plaintiffs”) against the Company and certain other parties, filed with the United States District Court of the Southern District of New York (the “SDNY”), alleging that the Company violated Section 11 and Section 12 of the Securities Act of 1933, as amended, by including untrue statements of material facts and omitting to state material facts required to make the statements therein not misleading, in its registration statement on Form F-1, as amended (File No. 333-239800), which was declared effective by the SEC on February 5, 2021. The plaintiffs seek rescission and monetary damages, which are not fully quantified but are alleged to exceed $
As of this report, there are no other legal proceedings, claims, or disputes that might cause the Company to be subject to loss contingencies.
19.SUBSEQUENT EVENTS
On July 9, 2026, the Company entered into a subscription agreement (the “Subscription Agreement”) with ANRUITAI INVESTMENT LIMITED, the original principal shareholder of the Company (the “Investor”) relating to the issuance and sale of
On July 10, 2026, the Company, entered into a securities purchase agreement with High West Partners LLC (“High West”), under which, the Company may sell and issue, in its sole discretion, up to US$
Beginning on August 21, 2026, Beijing Baosheng, Baosheng Technology, Horgos Baosheng and Baosheng Network (collectively, the “Transferors”) publicly listed on the Beijing Equity Exchange certain long-aged accounts receivable and one prepaid account held by the Transferors (collectively, the “Assets”) for proposed transfer through a public listing process (the “Proposed Asset Transfer”). As of April 30, 2026, the Assets had an aggregate book balance of RMB
BAOSHENG MEDIA GROUP HOLDINGS LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On September 10, 2026, the Company received a deficiency letter (the “Notice”) from the Nasdaq Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”). The Notice informed the Company that, based upon the closing bid price of the Company’s ordinary shares over the 30 consecutive business day period between July 27, 2026 and September 9, 2026, the Company is not in compliance with the requirement to maintain a minimum bid price of $1.00 per Ordinary Share for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). The Notice has no immediate effect on the continued listing status of the ordinary shares on The Nasdaq Capital Market. The Company has been provided a compliance period of 180 calendar days from the date of the Notice, or until March 9, 2027, to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A).
19.SUBSEQUENT EVENTS (CONTINUED)
On September 14, 2026, the Transferors entered into a Debt Asset Transaction Agreement with Guangzhou Nengren Advertising Co., Ltd. (the “Guangzhou Nengren” or “Purchaser”). Guangzhou Nengren was the only qualified prospective purchaser identified through the public listing process, and the parties entered into the Agreement on a negotiated basis. Pursuant to the Agreement, the Transferors agreed to transfer the Assets to Guangzhou Nengren, for aggregate consideration of RMB
Other than the above, these unaudited condensed consolidated financial statements were approved by management and available for issuance on October 16, 2026, and the Company has evaluated subsequent events through this date.
Exhibit 99.2
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion and analysis of our financial condition, results of operations and prospects should be read in conjunction with our financial statements and the related notes included elsewhere in the current report on Form 6-K this document forms a part. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. See “Forward-Looking Information” in our annual report for a discussion of the uncertainties, risks, and assumptions associated with these statements. Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under “Item 3. Key Information—3.D. Risk Factors” of our annual report on Form 20-F for the fiscal year ended December 31, 2025, filed with the United States Securities and Exchange Commission on April 30, 2026.
Overview
We are an online marketing solution provider based in mainland China. We are dedicated to helping advertisers manage their online marketing activities to achieve their business goals. Founded in 2014, we advise advertisers on online marketing strategies, offer value-added advertising optimization services and facilitate the deployment of online ads in various forms such as search ads, in-app ads, mobile app ads and social media marketing ads. At the same time, as authorized agencies of some popular online media, we help online media to procure advertisers to buy their ad inventory and facilitate ad deployment on their advertising channels. We are pursuing AI-enabled marketing initiatives, including the proposed BAOS AI platform, with planned capabilities in AI content generation, intelligent traffic allocation, digital human live streaming, user insights and overseas marketing.
Our service categories
Our advertising services are classified into two categories:
| ● | SEM services, which include the deployment of ranked search ads and other display search ads offered by search engine operators; and |
| ● | non-SEM services, which include social media marketing, in-feed advertising, and mobile app advertising by deploying ads on media such as social platforms, short-video platforms, news portals, and mobile apps in the forms of in-feed ads, banner ads, button ads, interstitial ads, and posts on selected social media accounts. |
We regard our business value as revolving around our ability to serve the needs of two major business stakeholders: advertisers and media. On one hand, with our experience and insights in the online advertising industry, we help advertisers to effectively carry out their advertising campaigns by offering advices on online advertising strategies, carrying out advertising optimization and facilitating the deployment of online ads. On the other hand, we help media to connect with advertisers and facilitate the monetization of their advertising resources.
We have built a broad and diverse advertiser base from a broad range of industries, including ecommerce and online service platforms, online education, online travel agencies, financial services, online gaming, car services and advertising agencies, among others. For the six months ended June 30, 2026 and 2025, the number of advertisers (including direct advertisers and third-party advertising agencies subscribing our services on behalf of their advertising clients) were 547 and 579, respectively. Our gross billing was $5.3 million and $11.5 million, respectively. For the six months ended June 30, 2026 and 2025, our top five advertisers contributed 86% and 82% of total gross billing, respectively.
We earn rebates and incentives from media or their authorized agencies (collectively “publishers”) for procuring advertisers to place ads with them, or net fees from advertisers when we purchase ad inventory on their behalf and provide advertising services to them. As such, our customers are comprised of publishers and advertisers. We recognize revenues on a net basis as either rebates and incentives from publishers or net fees from advertisers. For the six months ended June 30, 2026, we generated rebates and incentives from publishers of approximately $64,400 and negative net fees from advertisers of approximately $1,700, respectively. For the six months ended June 30, 2025, we generated rebates and incentives from publishers of approximately $96,300 and net fees from advertisers of approximately $186,700, respectively.
Gross billing and media costs
Gross billing is defined as the actual dollar amount of advertising spend of our advertisers, net of any rebates and discounts given by us to the advertisers (if any). We use gross billing to assess the business growth, market share and scale of operations.
Media cost represents the cost for acquisition of ad inventory or other advertising services from media and other advertising service providers, offset by rebates and incentives we receive from the relevant media and advertising service providers (if any).
Factors Affecting Our Results of Operations and Trend Information
Size and spending of advertiser base
We earn revenue in the form of (i) rebates and incentives offered by publishers for procuring advertisers to place ads with them, which are usually calculated with reference to the advertising spend of the advertisers and are closely correlated to the gross billing from advertisers, netting of rebates to advertisers (if any); and (ii) the net fees from advertisers, which are essentially the fees we charge advertisers (i.e. gross billing) net of the media costs and other costs of procuring advertising services we incur on their behalf. Accordingly, our revenue base and our profitability are very much driven by our gross billing with advertisers, and the relevant media’s rebate policies which determine, among other things, the rates of rebates we receive from media (or their authorized agencies). The rebates and incentives we receive from media are calculated as a percentage of the total advertising spend of the advertisers procured by us in a given period, with the percentage typically ranging from 10% to 20%.
The willingness of advertisers to spend their online advertising budget through us is critical to our business and our ability to generate gross billing. Our advertisers’ demand for advertising services can be influenced by a variety of factors including:
1Macro-economic and social factors: domestic, regional and global social, economic and political conditions (such as concerns over a severe or prolonged slowdown in China’s economy and threats of political unrest), economic and geopolitical challenges (such as trade disputes between countries such as the United States and China), economic, monetary and fiscal policies (such as the introduction and winding-down of qualitative easing programs).
2Industry-related factors: such as the trends, preferences and habits of audiences towards online media and their receptiveness towards online advertising as well as the development of emerging and varying forms of online media and contents.
3Advertiser-specific factors: an advertiser’s specific development strategies, business performance, financial condition and sales and marketing plans.
A change in any of the above factors may result in significant cutbacks on advertising budgets by advertisers, which would not only result in a reduction of our revenue but would also weaken our negotiating position with media on rebate policies and negatively impact our ability to earn advertising spend-driven rebates and incentives from media.
Rebate policies offered from publishers and those offered to advertisers
Publishers may change the rebate and incentive policies offered to us based on prevailing economic outlook, competitive landscape of the online advertising market, and their own business strategy and operational targets. For instance, a media may reduce the rate of rebate offered to us for reason of changes in its business strategies, resource reallocation, increased popularity and demand for their media resources, etc., or may adjust their incentive programs or their benchmarks and measuring parameters for incentive offerings based on their changing marketing and target audience strategies. If media impose rebate and incentive policies that are less favorable to us, our revenue, results of operations and financial condition may be adversely affected.
On the other hand, we may offer rebates to our advertisers. The level of rebates we offer to our advertisers is determined case by case with reference to the rebates and incentives we are entitled to receive from the relevant media (or its authorized agency), an advertiser’s committed total spend, our business relationships with such advertiser and the competitive landscape in the online advertising industry. If it emerges that an increase in the rate of rebate to our advertisers is necessary for us to remain competitive or align with the emerging competitive environment, our revenue and profitability may reduce.
Our ability to attract new media and to maintain relationship with existing media
We have established and maintained relationships with a wide range of media, which offer our advertisers diverse choices of ad formats, including search ads, in-feed ads, mobile app ads and social media ads. Our future growth will depend on our ability to maintain our relationships with existing media partners as well as building partnerships with new media. In particular, we act as authorized agency for some popular online media to help them procure advertisers to buy their ad inventory and facilitate ad deployment on their advertising channels. As media’s authorized agency, our relationships with the media are mainly governed by agency agreements which provide for, among other things, credit periods and the rebate polices offered to us. These agency agreements typically have a term of one year and are subject to renewal upon expiry. The commercial terms under the agency agreements are subject to renegotiation when they are renewed. Besides, media usually retain the right to terminate the authorized agency relationship based on business needs at their discretion.
If any media ends its cooperative relationship with us or terminates our authorized agency status or imposes commercial terms which are less favorable to us, or we fail to secure partnerships with new media partners, we may lose access to the relevant advertising channels, sustain advertiser deflection, and suffer revenue drop.
Results of Operations for the Six Months Ended June 30, 2026 and 2025
The following table summarizes the results of our operations during the six months ended June 30, 2026 and 2025, respectively, and provides information regarding the dollar and percentage increase or (decrease) during such periods.
| | | | | | | | | | | | |
| | For the Six Months Ended | | | | | |
| ||||
| | June 30, | | Variance |
| |||||||
| | 2026 | | 2025 | | Amount | | % |
| |||
Revenues | | $ | 62,701 | | $ | 283,039 | | $ | (220,338) |
| (77.8) | % |
Cost of revenues | |
| (334,760) | |
| (231,311) | |
| (103,449) |
| 44.7 | % |
Gross (loss) profit | |
| (272,059) | |
| 51,728 | |
| (323,787) |
| (625.9) | % |
| | | | | | | | | | | | |
Operating Expenses | |
| | |
| | |
| |
| | |
Selling and marketing expenses | |
| (14,845,025) | |
| (134,898) | |
| (14,710,127) |
| 10,904.6 | % |
General and administrative expenses | |
| (1,381,356) | |
| (1,488,283) | |
| 106,927 |
| (7.2) | % |
Reversal of (provision for) expected credit losses | |
| 7,209 | |
| (2,656,130) | |
| 2,663,339 |
| (100.3) | % |
Total Operating Expenses | |
| (16,219,172) | |
| (4,279,311) | |
| (11,939,861) |
| 279.0 | % |
| | | | | | | | | | | | |
Loss from Operations | |
| (16,491,231) | |
| (4,227,583) | |
| (12,263,648) |
| 290.1 | % |
| | | | | | | | | | | | |
Other Income (Expenses) | |
| | |
| | |
| |
| | |
Interest (expense) income, net | |
| (15,088) | |
| 52,338 | |
| (67,426) |
| (128.8) | % |
Gain from short-term investments | |
| (18,711) | |
| 72,521 | |
| (91,232) |
| (125.8) | % |
Impairment of long-term investment | |
| (2,723,858) | |
| — | |
| (2,723,858) |
| 100.0 | % |
Other income (loss), net | |
| 27,147 | |
| (73,179) | |
| 100,326 |
| (137.1) | % |
Total Other (Expenses) Income, Net | |
| (2,730,510) | |
| 51,680 | |
| (2,782,190) |
| (5383.5) | % |
| | | | | | | | | | | | |
Loss Before Income Taxes | |
| (19,221,741) | |
| (4,175,903) | |
| (15,045,838) |
| 360.3 | % |
| | | | | | | | | | | | |
Income tax expenses | |
| — | |
| — | |
| — |
| — | |
| | | | | | | | | | | | |
Net Loss | | $ | (19,221,741) | | $ | (4,175,903) | | $ | (15,045,838) |
| 360.3 | % |
Revenues
We primarily generate our revenues from providing online marketing solutions. We recognize all our revenues on a net basis, which comprises of (i) rebates and incentives offered by publishers for procuring advertisers to place ads with them, which are typically calculated with reference to the advertising spend of our advertisers and are closely correlated to our gross billing from advertisers; and (ii) net fees from advertisers, which are essentially the fees we charge our advertisers (i.e. gross billing) net of the media costs we incurred on their behalf.
Our total revenues decreased by approximately $0.2 million, or 77.8%, from approximately $0.3 million for the six months ended June 30, 2025 to approximately $0.1 million for the six months ended June 30, 2026. The following table sets forth a breakdown of our revenues:
| | | | | | | | | | | | | | | | |
| | For the Six Months Ended | | | | | |
| ||||||||
| | June 30, | | Variance |
| |||||||||||
| | 2026 | | % | | 2025 | | % | | Amount | | % |
| |||
Rebates and incentives offered by publishers | | $ | 64,415 |
| 102.7 | % | $ | 96,348 |
| 34.0 | % | $ | (31,933) |
| (33.1) | % |
Net fees from advertisers | |
| (1,714) |
| (2.7) | % |
| 186,691 |
| 66.0 | % |
| (188,405) |
| (100.9) | % |
Total | | $ | 62,701 |
| 100.0 | % | $ | 283,039 |
| 100.0 | % | $ | (220,338) |
| (77.8) | % |
The rebates and incentives offered by publishers decreased by approximately $31,900, or 33.1%, from approximately $96,300 for the six months ended June 30, 2025 to approximately $64,400 for the six months ended June 30, 2026, which was caused by the decrease in orders from our customers. The net fees from advertisers decreased by approximately $0.2 million, or 100.9% from approximately $0.2 million for the six months ended June 30, 2025 to approximately negative $1,700 for the six months ended June 30, 2026 due to reversal of net fees.
The following table sets forth a breakdown of revenues by services offered during the six months ended June 30, 2026 and 2025:
| | | | | | | | | | | | |
| | For the Six Months Ended | | | | | |
| ||||
| | June 30, | | Variance |
| |||||||
| | 2026 | | 2025 | | Amount | | % |
| |||
Revenue from SEM services | | $ | 18,631 | | $ | 150,707 | | $ | (132,076) |
| (87.6) | % |
Revenue from Non-SEM services | | $ | 44,070 | | $ | 132,332 | | $ | (88,262) |
| (66.7) | % |
Total | | $ | 62,701 | | $ | 283,039 | | $ | (220,338) |
| (77.8) | % |
Revenues from SEM services consist of rebates and incentives offered by publishers. Revenues from SEM services were approximately $18,600 and $150,700 for the six months ended June 30, 2026 and 2025, respectively. The decrease in revenues from SEM services were primarily due to decreased orders from customers.
Revenues from non-SEM services consist of both rebates and incentives offered by publishers and the net fees from advertisers. Revenues from non-SEM services decreased from approximately $132,300 for the six months ended June 30, 2025 to approximately $44,100 for the six months ended June 30, 2026, which was primarily caused by the decrease in rebates earned from news feed ads media.
Cost of revenues
Our total cost of revenues increased by approximately $0.1 million, or 44.7%, from approximately $0.2 million for the six months ended June 30, 2025 to approximately $0.3 million for the six months ended June 30, 2026. Given that the revenues are recognized on a net basis, the cost of revenues was primarily comprised of payroll and welfare expenses incurred by staff responsible for advertiser services and media relations, and taxes and surcharges. The increase was primarily attributable to an increase of staff costs.
Gross profit (loss)
As a result of changes in revenue and cost of revenues, we reported a gross loss of approximately $272,100 and a gross profit of approximately $51,700 for the six months ended June 30, 2026 and 2025, respectively.
Operating expenses
Our operating expenses increased by approximately $11.9 million, or 279.0%, from $4.3 million for the six months ended June 30, 2025, to $16.2 million for the six months ended June 30, 2026. The increase in operating expenses was primarily caused by the changes in following expenses:
Selling and marketing expenses
Selling and marketing expenses primarily included payroll and welfare expenses incurred by sales and marketing personnel, business travel expenses, share-based compensation expenses and entertainment expenses. Selling expenses increased by approximately $14.7 million from approximately $0.1 million for the six months ended June 30, 2025 to approximately $14.8 million for the six months ended June 30, 2026. The increase in selling and marketing expenses was primarily due to an increase in share-based compensation expenses of approximately $14.7 million as a result of issuance of an aggregation of 5,300,000 ordinary shares to certain consultants for provision of marketing services, including market research, designing marketing strategy, management of customer relationships, identification of strategic partnerships and collaborations and assessment of service expansion.
General and administrative expenses
General and administrative expenses primarily consist of payroll and welfare expenses incurred by administration department as well as management, operating lease expenses for office rentals, depreciation and amortization expenses, travelling and entertainment expenses, and consulting and professional fees. General and administrative expenses decreased from approximately $1.5 million for the six months ended June 30, 2025 to approximately $1.4 million for the six months ended June 30, 2026. The decrease was primarily due to a decrease of approximately $0.1 million in other expenses due to cost saving policies adopted within the Company.
Reversal of (provision for) expected credit losses
The following table sets forth a breakdown of (provision for) reversal of expected credit losses for the six months ended June 30, 2026 and 2025:
| | | | | | | | | | | | |
| | For the Six Months Ended | | | | | |
| ||||
| | June 30, | | Variances |
| |||||||
| | 2026 | | 2025 | | Amount | | % |
| |||
Reversal of (provision for) expected credit losses of accounts receivables | | $ | 14,845 | | $ | (2,694,737) | | $ | 2,709,582 |
| (100.6) | % |
(Provision for) reversal of expected credit losses of other current assets | |
| (7,636) | |
| 38,607 | |
| (46,243) |
| (119.8) | % |
| | $ | 7,209 | | $ | (2,656,130) | | $ | 2,663,339 |
| (100.3) | % |
(Provision for) reversal of expected credit losses of accounts receivables
For the six months ended June 30, 2026, we reversed allowances of approximately $14,800 for credit losses of accounts receivables due from these advertisers when we collected outstanding balance from advertisers. For the six months ended June 30, 2025, we provided allowances of approximately $2.7 million for credit losses against long-aged accounts receivable.
Income tax expense
For the six months ended June 30, 2026 and 2025, we did not incur income tax expenses, as we incurred taxable losses.
Net Loss
As a result of the foregoing, we reported a net loss of approximately $19.2 million and $4.2 million for the six months ended June 30, 2026 and 2025, respectively.
Liquidity and Capital Resources
To date, we have financed the operations primarily through cash flow from bank borrowing, loans from third parties, and proceeds raised in our securities offering. We plan to support our future operations primarily from cash generated from our operations and cash on hand, borrowings from third parties and bank borrowings, and proceeds from equity instrument financing, where necessary.
As reflected in the Company’s unaudited condensed consolidated financial statements, the Company had a net loss of approximately $19.2 million and $4.2 million for the six months ended June 30, 2026 and 2025, and reported a cash outflow of approximately $2.9 million and $0.5 million for the six months ended June 30, 2026 and 2025, respectively. These factors raise a substantial doubt about the Company’s ability to continue as a going concern.
As of June 30, 2026, the Company had current assets of approximately $17.3 million, among which the Company had cash and cash equivalent of approximately $0.7 million, accounts receivable of approximately $2.9 million and loans receivable of approximately $12.5 million. On the other hand, the balance of current liabilities of $6.6 million as of June 30, 2026 is expected to get paid in the twelve months ending June 30, 2027. The Company intends to meet the cash requirements for the next 12 months from the issuance date of this report through a combination of application of credit terms and bank borrowings. Given the factors mentioned above, the Company assesses current working capital is sufficient to meet its obligations for the next 12 months from the issuance date of this report. Accordingly, management continues to prepare the Company’s unaudited condensed consolidated financial statements on going concern basis.
However, future financing requirements will depend on many factors, including the scale and pace of the expansion of the Company’s advertising business, the expansion of the Company’s sales and marketing activities, and potential investments in, or acquisitions of, businesses or technologies. Inability to obtain credit terms from medias or access to financing on favorable terms in a timely manner or at all would materially and adversely affect the Company’s business, results of operations, financial condition, and growth prospects.
We have limited financial obligations denominated in U.S. dollars, thus the foreign currency restrictions and regulations in the PRC on the dividends distribution will not have a material impact on our liquidity, financial condition, and results of operations.
Cash Flows
The following table presents the summary of our cash flows for the periods indicated:
| | | | | | |
| | For the Six Months Ended | ||||
| | June 30, | ||||
| | 2026 | | 2025 | ||
Net cash used in operating activities | | $ | (2,899,790) | | $ | (544,786) |
Net cash (used in) provided by investing activities | |
| (10,852,859) | |
| 933,867 |
Net cash provided by (used in) financing activities | |
| 13,248,021 | |
| (689,408) |
Effect of exchange rate changes on cash and cash equivalents | |
| (33,523) | |
| 40,669 |
Net decrease in cash and cash equivalents | |
| (538,151) | |
| (259,658) |
Cash and cash equivalents at beginning of period | |
| 1,265,845 | |
| 1,480,528 |
Cash and cash equivalents at end of period | | $ | 727,694 | | $ | 1,220,870 |
Operating Activities
Net cash used in operating activities was approximately $2.9 million for the six months ended June 30, 2026. For the first half of 2026, net cash used in operating activities mainly derived from (i) net loss of approximately $19.2 million adjusted for noncash share-based compensation expenses of approximately $14.7 million and impairment of long-term investment of approximately $2.7 million, (ii) net changes in our operating assets and liabilities, principally consisting of a decrease in accounts receivable of approximately $1.8 million due to decrease in revenues and collection of outstanding receivable from customers, a decrease in media deposits of approximately $0.5 million to third parties, and a decrease in accounts payable of approximately $3.4 million.
Net cash used in operating activities was approximately $0.5 million for the six months ended June 30, 2025, mainly derived from (i) net loss of approximately $4.2 million for the period adjusted for noncash provision for credit losses against doubtful accounts of approximately $2.7 million, (ii) net changes in our operating assets and liabilities, principally comprising of (a) an increase of accounts receivable of approximately $3.1 million, and (b) a decrease in prepayments of approximately $0.6 million and an increase of accounts payable of approximately $3.3 million as a result of delayed payments to our suppliers.
Investing Activities
Net cash used in investing activities was approximately $10.9 million for the six months ended June 30, 2026, which was primarily used in loans advanced to a third party of approximately $12.4 million, partially offset by redemption of short-term investments of approximately $0.3 million and proceeds from disposal of long-term investment of approximately $1.2 million.
Net cash provided by investing activities amounted to approximately $1.0 million for the six months ended June 30, 2025, primarily provided by proceeds of approximately $1.4 million from redemption of short-term investments, partially offset by purchases of short-term investments of approximately $0.4 million, purchase of property and equipment of approximately $21,900 and purchase of intangible assets of approximately $1,300.
Financing Activities
Net cash provided by financing activities was approximately $13.2 million for the six months ended June 30, 2026, which was provided by proceeds of approximately $12.5 million raised in a private placement, proceeds of approximately $0.4 million from a bank borrowing and proceeds of approximately $0.3 million from a third party.
Net cash used in financing activities was approximately $0.7 million for the six months ended June 30, 2025, which was used in repayment of bank borrowings of approximately $0.7 million.
Capital Expenditures
Our capital expenditures were approximately $nil and $23,300 for the six months ended June 30, 2026 and 2025, respectively. We intend to fund our future capital expenditures with our existing cash balance and cash flow from operating activities. We will continue to make capital expenditures to meet the expected growth of our business.
Holding Company Structure
Baosheng Media Group Holdings Limited is a holding company with no operations of its own. We conduct our operations primarily through our subsidiaries in China. As a result, our ability to pay dividends depends upon dividends paid by our PRC subsidiaries. In addition, our PRC subsidiaries are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with the Accounting Standards for Business Enterprise as promulgated by the Ministry of Finance of the PRC, or PRC GAAP. Pursuant to the law applicable to China’s foreign investment enterprise, foreign investment enterprises in the PRC have been subject to the same statutory reserve requirements as domestic companies since January 1, 2025. Accordingly, our PRC subsidiaries are required to appropriate at least 10% of their after-tax profits, as determined in accordance with PRC GAAP, to a statutory reserve fund. Such appropriation is no longer required once the balance of the statutory reserve fund reaches 50% of the registered capital of the relevant subsidiary. In addition, our PRC subsidiaries may, upon approval by their shareholders, appropriate discretionary reserve funds from their after-tax profits.
Research and Development, Patents and Licenses, etc.
As of the date of this report, we have registered (i) two trademarks in Hong Kong; (ii) one domain name in China; and (iii) 13 software copyrights in China.
We implement a set of comprehensive measures to protect our intellectual properties, in addition to making trademark and patent registration applications. Key measures include: (i) timely registration, filing and application for ownership of our intellectual properties, (ii) actively tracking the registration and authorization status of intellectual properties and take action in a timely manner if any potential conflicts with our intellectual properties are identified, (iii) clearly stating all rights and obligations regarding the ownership and protection of intellectual properties in all employment contracts and commercial contracts we enter into.
As of the date of this report, we have not been subject to any material dispute or claims for infringement upon third parties’ trademarks, licenses and other intellectual property rights in China.
Trend Information
Other than as disclosed elsewhere in this report, we are not aware of any trends, uncertainties, demands, commitments or events for the six months ended June 30, 2026 that are reasonably likely to have a material effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.
Critical Accounting Estimates
In preparing the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the assets or liabilities in the future.
We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. The management considers the allowance for expected credit losses as critical accounting estimates.
Allowance for credit losses for accounts receivable
Accounts receivables are recorded at the gross billing amount less an allowance for credit losses against any uncollectible accounts due from the advertisers for the acquisition of ad inventory and other advertising services on their behalf.
The Company’s estimation of allowance for credit losses considers factors such as on past due status, the age of the balances, credit quality of the Company’s customers based on ongoing credit evaluations, current economic conditions, reasonable and supportable forecasts of future economic conditions, as well as an assessment of receivables due from specific identifiable counterparties to determine whether these receivables are considered at risk or uncollectible. The Company evaluates its accounts receivable for expected credit losses on a regular basis. The Company maintains an estimated allowance for credit losses to reduce its accounts receivable to the amount that it believes will be collected. The Company considers factors in assessing the collectability of its receivables, such as the age of the amounts due, the customer’s payment history, credit-worthiness and other specific circumstances related to the accounts. The Company adjusts the allowance percentage periodically when there are significant differences between estimated bad debts and actual bad debts. If there is strong evidence indicating that the accounts receivable is likely to be unrecoverable, the Company also makes specific allowance in the period in which a loss is determined to be probable. Accounts receivable balances are written off after all collection efforts have been exhausted. For the six months ended June 30, 2026, the Company reversed allowance for expected credit losses of approximately $14,800 for accounts receivable. For the six months ended June 30, 2025, the Company provided allowance for expected credit losses of approximately $2.7 million for accounts receivable.
Recent accounting pronouncements
A list of recently issued accounting pronouncements that are relevant to us is included in note 2 to our unaudited condensed consolidated financial statements included elsewhere in the current report on Form 6-K to which this document forms a part.