Cenntro Inc. (NASDAQ: CENN) posts Q1 2026 loss after revenue drop
Filing Impact
Filing Sentiment
Form Type
10-Q
Cenntro Inc. reported first-quarter 2026 results showing a smaller loss but sharply lower sales. Net revenues from continuing operations were $1,212,160, down from $2,143,058 a year earlier, while net loss attributable to shareholders narrowed to $3,908,099 from $5,654,336. Operating activities used $2,806,429 of cash, and cash, cash equivalents and restricted cash ended the quarter at $3,727,561. The company recorded income from discontinued European operations of $139,785 and continues to classify related assets and liabilities as held for sale. On April 13, 2026, Cenntro effected a 1-for-60 reverse stock split, and weighted average basic and diluted shares outstanding were 1,465,214, resulting in a basic and diluted loss per share of $2.66.
Positive
- None.
Negative
- None.
Key Figures
Net revenues (continuing ops): $1,212,160
Net loss attributable to shareholders: $3,908,099
Net cash used in operating activities: $2,806,429
+5 more
8 metrics
Net revenues (continuing ops)
$1,212,160
For the three months ended March 31, 2026
Net loss attributable to shareholders
$3,908,099
For the three months ended March 31, 2026
Net cash used in operating activities
$2,806,429
For the three months ended March 31, 2026
Cash, cash equivalents and restricted cash
$3,727,561
As of March 31, 2026
Total assets
$73,250,455
As of March 31, 2026
Total liabilities
$35,619,583
As of March 31, 2026
Loss per share, basic and diluted
$2.66
For the three months ended March 31, 2026, after reverse split
Net income from discontinued operations
$139,785
For the three months ended March 31, 2026
Key Terms
discontinued operations, reverse stock split, convertible promissory notes, fair value hierarchy, +2 more
6 terms
discontinued operations financial
"the unaudited condensed consolidated financial statements and notes reflect the results the disposal group as a discontinued operation"
Discontinued operations are parts of a company that it has decided to sell or shut down, and no longer plans to run in the future. This matters to investors because it helps them understand which parts of the business are ongoing and which are being phased out, providing a clearer picture of the company’s current performance and future prospects. Think of it like a store closing a department—it no longer contributes to sales or profits.
reverse stock split financial
"On April 13, 2026, the Company effected a 1-for-60 reverse stock split of its issued and outstanding common stock"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
convertible promissory notes financial
"Change in fair value of convertible promissory notes and derivative liability"
A convertible promissory note is a loan a company takes that can later be turned into shares instead of being paid back in cash; think of lending money now in exchange for a voucher that can become ownership later. Investors care because it mixes credit risk and potential ownership upside—it can protect lenders if a company struggles while also diluting existing shareholders when converted, affecting future share value and investor returns.
fair value hierarchy financial
"ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value"
share-based compensation financial
"For the three months ended March 31, 2026 and 2025, the total share-based compensation expenses were comprised of the following"
Share-based compensation is when a company pays employees, executives or directors with its own stock or rights to buy stock instead of, or in addition to, cash. Think of it like receiving store gift cards instead of extra paycheck — it can motivate staff to boost the company’s value, but it also increases the number of shares outstanding and can shrink each existing owner’s slice of profits and voting power. Investors watch it because it affects reported earnings, share count and the alignment between management and shareholders.
contract liabilities financial
"Contract liabilities primarily represent the Company’s obligation to transfer additional goods or services to a customer"
Contract liabilities are amounts a company has been paid in advance for goods or services it still owes to customers — think of them like gift cards or prepaid subscriptions the company must fulfill later. For investors, they show promised future work or deliveries that will turn into revenue over time, reveal cash already collected, and help assess whether a firm has a backlog of obligations that could affect future earnings and cash flow.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended: March 31, 2026
OR
| Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from ______ to _______.
Commission file number: 001-38544
| |
| (Exact name of registrant as specified in its charter) |
| | | |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification Number) |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code (732 ) 820-6757
Securities registered under Section 12(b) of the Exchange Act:
| Title of each class: | Trading Symbol(s) | Name of each exchange on which registered: | ||
| | ||||
| | | The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| | ☒ | Smaller reporting company | |
| Emerging growth company | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ☐ No ☒
The registrant had 1,465,452 of the registrant’s common stock per value $0.0001 per share, issued and outstanding as of May 13, 2026.
TABLE OF CONTENTS
|
PART I - FINANCIAL INFORMATION
|
1
|
|
Item 1. Condensed Consolidated Financial Statements (Unaudited)
|
1
|
|
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
25 |
|
Item 3. Quantitative and Qualitative Disclosure About Market Risk
|
36 |
|
Item 4. Controls and Procedures
|
36 |
|
PART II - OTHER INFORMATION
|
37 |
|
Item 1. Legal Proceedings
|
37 |
|
Item 1A. Risk Factors
|
40 |
|
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
|
40 |
|
Item 3. Defaults Upon Senior Securities
|
40 |
|
Item 4. Mine Safety Disclosures
|
40 |
|
Item 5. Other Information
|
40 |
|
Item 6. Exhibits
|
40 |
|
SIGNATURES
|
41 |
Table of Contents
Forward-Looking Statements
This Quarterly Report of Cenntro Inc. (“we,” “us,” “our,” “Cenntro” and the “Company”) contains statements that constitute “forward-looking statements” within the meaning of the safe harbor
provisions of the U.S. Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical facts may be deemed to be forward-looking statements. These statements appear in several different places in this Quarterly
Report and, in some cases, can be identified by words such as “anticipates”, “estimates”, “projects”, “expects”, “contemplates”, “intends”, “believes”, “plans”, “may”, “will” or their negatives or other comparable words, although not all
forward-looking statements contain these identifying words. Forward-looking statements in this Quarterly Report may include, but are not limited to, statements and/or information related to: our financial performance and projections; our business
prospects and opportunities; our business strategy and future operations; the projection of timing and delivery of products in the future; projected costs; expected production capacity; expectations regarding demand and acceptance of our products;
estimated costs of machinery to equip a new production facility; trends in the market in which we operate; the plans and objectives of management; our liquidity and capital requirements, including cash flows and uses of cash; trends relating to our
industry; plans relating to our electric vehicles (“EVs”); and plans and intentions to regain compliance with the listing requirements of The Nasdaq Stock Market LLC (“Nasdaq”), including, among other things, through a reverse stock split.
We have based these forward-looking statements on our current expectations about future events on information that is available as of the date of this Quarterly Report, and any forward-looking
statements made by us speak only as of the date on which they are made. While we believe these expectations are reasonable, such forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond our control. Our
actual future results may differ materially from those discussed or implied in our forward-looking statements for various reasons, including, our ability to change the direction of the Company; our ability to keep pace with new technology and
changing market needs; our capital needs, and the competitive environment of our business. Additional Factors that could contribute to such differences include, but are not limited to:
| ● |
general economic and business conditions, including changes in interest rates;
|
| ● |
prices of other EVs, costs associated with manufacturing EVs and other economic conditions;
|
| ● |
the effect of an outbreak of disease or similar public health threat, or natural phenomena on the Company’s business;
|
| ● |
the impact of political unrest, natural disasters or other crises, terrorist acts, acts of war and/or military operations, and our ability to maintain or broaden our business relationships and develop new
relationships with strategic alliances, suppliers, customers, distributors or otherwise;
|
| ● |
breaches in data security, failure of information security systems, cyber-attacks or other security or privacy-related incidents affecting us or our suppliers;
|
| ● |
the ability of our information technology systems or information security systems to operate effectively;
|
| ● |
actions by government authorities, including changes in government regulation and ongoing and anticipated changes in the United States political environment, including those resulting from the current
presidential administration, and its control of Congress;
|
| ● |
the implementation of changes to the existing tariff regime by the current presidential administration and measures taken in response to such tariffs by foreign governments;
|
| ● |
risks associated with obtaining orders and executing upon such orders or the unavailability, reduction, elimination and adverse application of government subsidies and incentives or any challenge to or failure
by the federal government, states or other governmental entities to adopt or enforce regulations such as the California Air Resource Board’s Advanced Clean Fleet regulation;
|
| ● |
changes in attitude toward environmental, social, and governance matters among regulators, investors, and parties with which we do business
|
| ● |
uncertainties associated with legal proceedings;
|
| ● |
changes in the size of the EV market;
|
| ● |
future decisions by management in response to changing conditions;
|
| ● |
the Company’s ability to execute prospective business plans;
|
| ● |
misjudgments in the course of preparing forward-looking statements;
|
| ● |
the Company’s ability to raise sufficient funds to carry out its proposed business plan;
|
Table of Contents
| ● |
inability to keep up with advances in EV and battery technology;
|
| ● |
inability to design, develop, market and sell new EVs and services that address additional market opportunities to generate revenue and positive cash flows;
|
| ● |
dependency on certain key personnel and any inability to retain and attract qualified personnel;
|
| ● |
inexperience in mass-producing EVs;
|
| ● |
inability to succeed in establishing, maintaining and strengthening the Cenntro brand;
|
| ● |
disruption of supply or shortage of raw materials and supply chain disruptions, including constraints on steel, semiconductors and other material inputs and resulting cost increases impacting our Company;
|
| ● |
our ability to receive sufficient proceeds from our current and any future financing arrangements to meet our immediate liquidity needs and the potential costs, dilution and restrictions resulting from any such
financing; our ability to maintain compliance with the listing requirements of the Nasdaq and the impact of any steps we have taken, including reverse splits of our common stock, on our operations, stock price and future access to funds
|
| ● |
the unavailability, reduction or elimination of government and economic incentives;
|
| ● |
failure to manage future growth effectively; and
|
| ● |
the other risks and uncertainties detailed from time to time in our filings with the United States Securities and Exchange Commission (“SEC”), including but not limited to those described under “Risk Factors”
in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on April 15, 2026 (the “Form 10-K”).
|
Forward-looking statements speak only as of the date hereof. Although management has attempted to identify important factors that could cause actual results to differ materially from those
contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There is no assurance that forward-looking statements will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements. These cautionary remarks expressly qualify, in their entirety, all
forward-looking statements attributable to our Company or persons acting on our Company’s behalf. We do not undertake to update any forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting
such statements, except as, and to the extent required by, applicable securities laws.
Table of Contents
|
INDEX
|
|
|
Page
|
|
|
Item 1. Interim Financial Statements
|
1
|
|
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2026 and 2025
|
1 |
|
Condensed Consolidated Balance Sheet as of March 31, 2026 (Unaudited) and December 31, 2025
|
2
|
|
Unaudited Condensed Consolidated Statements of Changes in Equity for the Three Months Ended March 31, 2026 and 2025
|
3
|
|
Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025
|
4
|
|
Notes to the Unaudited Condensed Consolidated Financial Statements
|
5
|
Table of Contents
PART I
| ITEM 1. |
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
|
CENNTRO INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE LOSS
(Expressed in U.S. dollars, except for number of shares)
| For the Three Months Ended March 31, |
||||||||||||
| Note |
2026 |
2025 |
||||||||||
|
Net revenues
|
2(d
|
)
|
$
|
|
$
|
|
||||||
|
Cost of goods sold
|
( |
)
|
( |
)
|
||||||||
|
Gross profit
|
|
|
||||||||||
|
OPERATING EXPENSES:
|
||||||||||||
|
Selling and marketing expenses
|
( |
)
|
( |
)
|
||||||||
|
General and administrative expenses
|
( |
)
|
( |
)
|
||||||||
|
Research and development expenses
|
( |
)
|
( |
)
|
||||||||
|
Provision for credit losses
|
( |
)
|
|
|||||||||
|
Total operating expenses
|
( |
)
|
( |
)
|
||||||||
|
Loss from operations
|
( |
)
|
( |
)
|
||||||||
|
OTHER INCOME (EXPENSE):
|
||||||||||||
|
Interest expense, net
|
( |
)
|
( |
)
|
||||||||
|
Loss from long-term investments
|
( |
)
|
( |
)
|
||||||||
|
Change in fair value of convertible promissory notes and derivative liability
|
( |
)
|
||||||||||
|
Gain from early termination of lease contract
|
|
|
||||||||||
|
Change in fair value of equity securities
|
|
|
||||||||||
|
Foreign currency exchange (loss) gain, net
|
( |
)
|
|
|||||||||
|
Gain (loss) from cross-currency swaps
|
|
( |
)
|
|||||||||
|
Other (expense) income, net
|
( |
)
|
|
|||||||||
|
Net loss from continuing operations before taxes
|
( |
)
|
( |
)
|
||||||||
|
Income tax benefit
|
|
|
||||||||||
|
Net loss from continuing operations
|
( |
)
|
( |
)
|
||||||||
|
Discontinued operations:
|
||||||||||||
|
Income (loss) from discontinued operations, net of tax
|
|
( |
)
|
|||||||||
|
Net loss
|
( |
)
|
( |
)
|
||||||||
|
Less: net loss attributable to non-controlling interests
|
( |
)
|
( |
)
|
||||||||
|
Net loss attributable to the Company’s shareholders
|
$
|
( |
)
|
$
|
( |
)
|
||||||
|
OTHER COMPREHENSIVE INCOME
|
||||||||||||
|
Foreign currency translation adjustment
|
|
|
||||||||||
|
Unrealized holding gains for available-for-sale securities
|
|
|
||||||||||
|
Total comprehensive loss
|
( |
)
|
( |
)
|
||||||||
|
Less: total comprehensive loss attributable to non-controlling interests
|
( |
)
|
( |
)
|
||||||||
|
Total comprehensive loss to the Company’s shareholders
|
$
|
( |
)
|
$
|
( |
)
|
||||||
|
Weighted average number of shares outstanding, basic and diluted*
|
|
|
||||||||||
|
Loss per common share
|
||||||||||||
|
Continuing operations - basic and diluted
|
( |
)
|
( |
)
|
||||||||
|
Discontinued operations - basic and diluted
|
|
( |
)
|
|||||||||
|
Net loss per common share - basic and diluted
|
( |
)
|
( |
)
|
||||||||
* On April 13, 2026, the Company effected a 1-for-60 reverse stock split of its issued and outstanding common stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, every sixty (60) shares of the Company’s common stock were automatically combined into one (1) share of common stock, with any fractional shares rounded up to the nearest whole share.
All share and per share amounts presented in the accompanying unaudited condensed consolidated financial statements have been retrospectively adjusted to reflect the Reverse Stock Split for all
periods presented, unless otherwise indicated.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
Table of Contents
CENNTRO INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(Expressed in U.S. dollars, except for the number of shares)
| Note |
March 31, 2026 |
December 31, 2025 |
||||||||||
| (Unaudited) |
||||||||||||
|
ASSETS
|
||||||||||||
|
Current assets:
|
||||||||||||
|
Cash and cash equivalents
|
$
|
|
$
|
|
||||||||
|
Restricted cash, current
|
|
|
||||||||||
|
Accounts receivable, net
|
3
|
|
|
|||||||||
|
Inventories, net
|
4
|
|
|
|||||||||
|
Prepayment and other current assets
|
5
|
|
|
|||||||||
|
Amounts due from related parties, current
|
21
|
|
|
|||||||||
|
Assets held for sale, current
|
1(d
|
)
|
|
|
||||||||
|
Total current assets
|
|
|
||||||||||
|
Non-current assets:
|
||||||||||||
|
Long-term investments
|
6
|
|
|
|||||||||
|
Property, plant and equipment, net
|
7
|
|
|
|||||||||
|
Intangible assets, net
|
8
|
|
|
|||||||||
|
Right-of-use assets
|
13
|
|
|
|||||||||
|
Other non-current assets, net
|
|
|
||||||||||
|
Total non-current assets
|
|
|
||||||||||
|
Total Assets
|
$
|
|
$
|
|
||||||||
|
LIABILITIES AND EQUITY
|
||||||||||||
|
LIABILITIES
|
||||||||||||
|
Current liabilities:
|
||||||||||||
|
Accounts payable
|
9
|
$
|
|
$
|
|
|||||||
|
Short-term loans and current portion of long-term loans
|
11
|
|
|
|||||||||
|
Accrued expenses and other current liabilities
|
10
|
|
|
|||||||||
|
Contract liabilities
|
|
|
||||||||||
|
Operating lease liabilities, current
|
13
|
|
|
|||||||||
|
Convertible promissory notes
|
14
|
|
|
|||||||||
|
Deferred government grant, current
|
|
|
||||||||||
|
Amounts due to a related party
|
18
|
|
|
|||||||||
|
Liabilities held for sale, current
|
1(d
|
)
|
|
|
||||||||
|
Total current liabilities
|
|
|
||||||||||
|
Non-current liabilities:
|
||||||||||||
|
Long-term loans
|
11
|
|
|
|||||||||
|
Deferred tax liabilities
|
|
|
||||||||||
|
Deferred government grant, non-current
|
|
|
||||||||||
|
Derivative liability - placement agent warrant
|
14
|
|
|
|||||||||
|
Operating lease liabilities, non-current
|
13
|
|
|
|||||||||
|
Total non-current liabilities
|
|
|
||||||||||
|
Total Liabilities
|
$
|
|
$
|
|
||||||||
|
Commitments and contingencies
|
17
|
|||||||||||
|
EQUITY
|
||||||||||||
| Common stock ($ |
|
|
||||||||||
|
Additional paid in capital
|
|
|
||||||||||
|
Accumulated deficit
|
( |
)
|
( |
)
|
||||||||
|
Accumulated other comprehensive loss
|
( |
)
|
( |
)
|
||||||||
|
Total equity attributable to shareholders
|
|
|
||||||||||
|
Non-controlling interests
|
|
|
||||||||||
|
Total Equity
|
$
|
|
$
|
|
||||||||
|
Total Liabilities and Equity
|
$
|
|
$
|
|
||||||||
* On April 13, 2026, the Company effected a 1-for-60 reverse stock split of its issued and outstanding common stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, every sixty (60) shares of the Company’s common stock were automatically combined into one (1) share of common stock, with any fractional shares rounded up to the nearest whole share.
All share and per share amounts presented in the accompanying unaudited condensed consolidated financial statements have been retrospectively adjusted to reflect the Reverse Stock Split for all
periods presented, unless otherwise indicated.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
Table of Contents
CENNTRO INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Expressed in U.S. dollars, except for number of shares)
| Common stock |
Additional paid in capital |
Accumulated deficit |
Accumulated other comprehensive loss |
Total shareholders’ equity |
Non- controlling interest |
Total equity |
||||||||||||||||||||||||||
|
|
Shares* |
Amount |
||||||||||||||||||||||||||||||
|
Balance as of December 31, 2024
|
|
$
|
|
$
|
|
$
|
( |
)
|
$
|
( |
)
|
$
|
|
$
|
|
$
|
|
|||||||||||||||
|
Share-based compensation
|
-
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Net loss
|
-
|
|
|
( |
)
|
|
( |
)
|
( |
)
|
( |
)
|
||||||||||||||||||||
|
Unrealized holding gains for available-for-sale securities
|
-
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Foreign currency translation adjustment
|
-
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Balance as of March 31, 2025
|
|
$
|
|
$
|
|
$
|
( |
)
|
$
|
( |
)
|
$
|
|
$
|
|
$
|
|
|||||||||||||||
| Common stock |
Additional paid in capital |
Accumulated deficit |
Accumulated other comprehensive loss |
Total shareholders’ equity |
Non- controlling interest |
Total equity |
||||||||||||||||||||||||||
| Shares |
Amount |
|||||||||||||||||||||||||||||||
|
Balance as of December 31, 2025
|
|
$
|
|
$
|
|
$
|
( |
)
|
$
|
( |
)
|
$
|
|
$
|
|
$
|
|
|||||||||||||||
|
Share-based compensation
|
-
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Net loss
|
-
|
|
|
( |
)
|
|
( |
)
|
( |
)
|
( |
)
|
||||||||||||||||||||
|
Unrealized holding gains for available-for-sale securities
|
-
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Foreign currency translation adjustment
|
-
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Balance as of March 31, 2026
|
|
$
|
|
$
|
|
$
|
( |
)
|
$
|
( |
) |
$
|
|
$
|
|
$
|
|
|||||||||||||||
* On April 13, 2026, the Company effected a 1-for-60 reverse stock split of its issued and outstanding common stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, every sixty (60) shares of the Company’s common stock were automatically combined into one (1) share of common stock, with any fractional shares rounded up to the nearest whole share.
All share and per share amounts presented in the accompanying unaudited condensed consolidated financial statements have been retrospectively adjusted to reflect the Reverse Stock Split for all
periods presented, unless otherwise indicated.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
Table of Contents
CENNTRO INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in U.S. dollars)
|
For the Three Months
Ended
March 31,
|
||||||||
|
2026
|
2025
|
|||||||
|
(Unaudited)
|
(Unaudited)
|
|||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
|
Net cash used in operating activities
|
$
|
( |
)
|
$
|
( |
)
|
||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
|
Purchase of property, plant and equipment
|
( |
)
|
( |
)
|
||||
|
Proceeds from disposal of property, plant and equipment
|
|
|
||||||
|
Repayment of loans by third parties
|
|
|
|
|||||
|
Net cash provided by (used in) investing activities
|
|
|
( |
)
|
||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
|
Proceeds from bank loans
|
|
|
||||||
|
Repayments to bank loans
|
( |
)
|
( |
)
|
||||
|
Loans proceed from third parties
|
|
|
||||||
|
Repayment of loans to third parties
|
( |
)
|
( |
)
|
||||
|
Loans proceed from related parties
|
|
|
||||||
|
Repayment of loans to related parties
|
( |
)
|
|
|||||
|
Net cash provided by financing activities
|
|
|
||||||
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
|
|
||||||
|
Net decrease in cash, cash equivalents and restricted cash
|
( |
)
|
( |
)
|
||||
|
Cash, cash equivalents and restricted cash at beginning of period
|
|
|
||||||
|
Cash, cash equivalents and restricted cash at end of period
|
$
|
|
$
|
|
||||
|
Reconciliation of cash, cash equivalents and restricted cash:
|
||||||||
|
Cash and cash equivalents
|
|
|
||||||
|
Restricted cash
|
|
|
||||||
|
Cash, cash equivalents and restricted cash at end of period, held for sale
|
|
|
||||||
|
Total cash, cash equivalents and restricted cash shown in the statement of cashflow
|
|
|
||||||
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||
|
Interest paid
|
$
|
|
$
|
|
||||
|
Income tax paid
|
$
|
|
$
|
|
||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
Table of Contents
CENNTRO INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES
|
(a)
|
Historical and principal activities
|
Cenntro Inc. or the Company was incorporated in the State of Nevada on March 9, 2023, under the Nevada Revised Statutes (the “NRS”). As a holding company with no material operations of its own,
Cenntro Inc. conducts operations through its subsidiaries in the United States, Europe, Mexico, Hong Kong, and in the People’s Republic of China, which are referred to as the PRC or China.
Cenntro Automotive Group Limited (“CAG Cayman”) was formed in the Cayman Islands on August 22, 2014. CAG Cayman was the former parent of Cenntro (as defined below), prior to the closing of the
Combination (as defined below).
On March 22, 2013, Cenntro Motor Corporation (“CMC”) was registered in the State of Delaware.
On January 28, 2014, Cenntro Automotives Group Limited (“CAG BVI”) was formed in British Virgin Islands to conduct electric vehicle (“EV”) related business worldwide outside of U.S.A. On January
29, 2014, CAG BVI acquired CMC. CMC changed its name from “Cenntro Motor Corporation” to “Cenntro Motors Corporation” on August 5, 2014, and further changed from “Cenntro Motors Corporation” to “Cenntro Automotive Corporation” (“CAC”) on October 7,
2014. CAC’s operations include corporate affairs, administrative, human resources, global marketing and sales, after-market support, homologation, and quality assurance.
Cenntro Automotive Group Limited (“CAG HK”) was established by CAG Cayman on February 15, 2016 in Hong Kong. CAG HK is a non-operating, investment holding company, which conducts business through
its subsidiaries in mainland China and Hong Kong.
Cenntro Electric Group, Inc. (“CEGI”) was incorporated in the state of Delaware by CAG Cayman on March 9, 2020.
Cenntro Electric Group Limited, formerly known as Naked Brand Group Limited (“NBG”), was incorporated in Australia on May 11, 2017. NBG changed its name to Cenntro Electric Group Limited on
December 30, 2021, in connection with the closing of the Combination. Cenntro Electric Group Limited changed its name to Cenntro Electric Group Pty Limited (“CEGL”) on June 14, 2024.
On March 23, 2022 and January 31, 2023, CEGI entered into Share Purchase Agreements to acquire 65 % and 35 % of the issued and outstanding shares in Cenntro Automotive Europe GmbH (“CAE”), formerly known as Tropos Motors Europe GmbH.
On December 16, 2022, Cenntro Electric Group (Europe) GmbH (“CEGE”) invested in Antric GmbH (“Antric”) and became a 25 % shareholder of Antric. On August 31, 2023, CAE acquired the remaining 75 % shares of Antric and took Antric as a subsidiary of the Company. On August 31, 2023, the Company completed the acquisition with Antric GmbH in Germany.
On June 23, 2021, the Company invested RMB2,000,000 (approximately $273,999 ) in Hangzhou Hezhe Energy Technology Co., Ltd. (“Hangzhou Hezhe”) to acquire 20 % of its equity interest. On May 8, 2024, the Company entered into a new equity investing agreement to acquire another 60 % of Hangzhou Hezhe’s equity interest.
CAC, CEGI and CAG HK and their consolidated subsidiaries are collectively known as “Cenntro”; Cenntro Inc., CEGL, Cenntro and its subsidiaries are collectively known as the “Company”. The Company
designs and manufactures purpose–built, electric commercial vehicles (“ECVs”) used primarily in last mile delivery and industrial applications.
The Company is an emerging designer, manufacturer, distributor, and service provider of commercial vehicles powered by either electricity or hydrogen energy sources. The commercial vehicles are
designed to serve a variety of fleet and municipal organizations in support of city services, last-mile delivery and other commercial applications.
|
(b)
|
Reverse recapitalization
|
On December 30, 2021, the Company consummated a stock purchase transaction (the “Combination”) pursuant to that certain stock purchase agreement, dated as of November 5, 2021 (the
“Acquisition Agreement”) by and among CEGL (at the time, NBG), CAG Cayman, CAC, CEGI and CAG HK. Under U.S. generally accepted accounting principles, the Combination is accounted for as a reverse recapitalization.
|
(c)
|
Redomiciliation of CEGL
|
On February 27, 2024, CEGL completed the redomiciliation of CEGL in accordance with the scheme implementation agreement, between CEGL and Cenntro Inc. (the “Redomiciliation”). As a result of the
Redomiciliation, the jurisdiction of incorporation of the ultimate parent company of the Cenntro group of companies was changed from Australia to Nevada, and CEGL became a wholly-owned subsidiary of Cenntro Inc..
In connection with the Redomiciliation, CEGL transferred its equity interests in its intermediate holding companies directly to Cenntro Inc. As a result, the operating subsidiaries that were
previously held through CEGL became direct or indirect subsidiaries of Cenntro Inc., and CEGL no longer holds substantive operating assets and functions as a shell subsidiary within the Group.
The Redomiciliation was effected pursuant to a statutory scheme of arrangement under Australian law (the “Scheme”), whereby on February 27, 2024 (the “Implementation Date”), all of the issued ordinary shares of CEGL were exchanged for newly issued shares of common stock of the Company, on the basis of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) for every one ordinary shares of CEGL.
5
Table of Contents
CENNTRO INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES (CONTINUED)
|
(d)
|
Discontinued Operations - CEGE, CAE and Cenntro EV Center Italy S.R.L
|
In November 2024, the Company decided to restructure its European operations by phasing out the existing subsidiary-based direct sales model and implementing a centralized dealership distribution
system. This strategic shift aims to appoint qualified regional distributors with proven market penetration capabilities, thereby reducing reliance on maintaining local operational entities.
Concurrently, the Company is reallocating capital and managerial resources to accelerate growth in its core markets of North America and Asia.
As a result of this strategic shift, three European subsidiaries: CEGE, Cenntro Automotive Europe GmbH (“CAE”), and Cenntro EV Center Italy S.R.L. (“the disposal group”) were
scheduled for structured dissolution in 2024. (i) The Company commenced the wind-down of Cenntro EV Center Italy S.R.L’s operations in 2025 and deregistration was completed as of January 14, 2026; (ii) CAE initiated insolvency proceedings
in 2025 and is currently subject to supervision by a court-appointed provisional insolvency administrator; (iii) CEGE continues to be actively marketed for disposal, and the Company remains committed to executing its divestment plan. The Company
continues to actively pursue the disposal of CEGE, and as of December 2025, a prospective buyer has submitted a renewed non-binding offer. The transaction is expected to be completed in 2026, subject to completion of due diligence and regulatory
approvals.
Accordingly, the unaudited condensed consolidated financial statements and notes reflect the results the disposal group as a discontinued operation for the periods presented in accordance with ASC
210-05, Discontinued Operations represented the disposal group a strategic shift that had a major effect on the Company’s operations and financial results. Further, the related current and non-current assets and liabilities associated with the
disposal group are reflected as held for sale in the unaudited condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025. The numbers in all of the relevant footnote disclosures are also adjusted for the current year and
comparative periods. No loss was recognized on the initial measurement of the disposal group as held for sale.
The carrying amounts of the major classes of assets and liabilities of CEGE, CAE and Cenntro EV Center Italy S.R.L. included in assets and liabilities of discontinued operations were as follows:
|
March 31,
|
December 31,
|
|||||||
|
2026
|
2025
|
|||||||
|
(Unaudited)
|
||||||||
|
Cash and cash equivalents
|
$
|
|
$
|
|
||||
|
Accounts receivable, net
|
|
|
||||||
|
Inventories
|
|
|
||||||
|
Prepayment and other current assets, net
|
|
|
||||||
|
Total assets classified as held for sale
|
$
|
|
$
|
|
||||
|
Accounts payable
|
$
|
|
$
|
|
||||
|
Accrued expenses and other current liabilities
|
|
|
||||||
|
Contract liabilities
|
|
|
||||||
|
Total liabilities classified as held for sale
|
$
|
|
$
|
|
||||
The key components of loss from discontinued operations for the three months ended March 31, 2026 and 2025 were as follows:
|
For the Three Months ended
March 31,
|
||||||||
|
2026
|
2025
|
|||||||
|
(Unaudited)
|
(Unaudited)
|
|||||||
|
Net revenues
|
$
|
( |
)
|
$
|
|
|||
|
Cost of goods sold
|
|
( |
)
|
|||||
|
Gross loss
|
( |
)
|
( |
)
|
||||
|
|
||||||||
|
Selling and marketing expenses
|
( |
)
|
( |
)
|
||||
|
General and administrative expenses
|
( |
)
|
( |
)
|
||||
|
Research and development expenses
|
|
( |
)
|
|||||
|
Provision for credit losses
|
( |
)
|
( |
) |
||||
|
Total operating expenses
|
( |
)
|
( |
)
|
||||
|
|
||||||||
|
Loss from discontinued operations
|
( |
)
|
( |
)
|
||||
|
|
||||||||
|
Foreign currency exchange loss, net
|
|
( |
)
|
|||||
|
Other income, net
|
|
|
||||||
|
Income (loss) from discontinued operations before taxes
|
|
( |
)
|
|||||
|
Income tax benefit
|
|
|
||||||
|
Income (loss) from discontinued operations, net of tax
|
$
|
|
$
|
( |
)
|
|||
6
Table of Contents
CENNTRO INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES (CONTINUED)
As of March 31, 2026, Cenntro Inc.’s subsidiaries were as follows:
| Name | Date of Incorporation | Place of Incorporation | Percentage of direct or indirect economic interest | |||
| Cenntro Electric Group Pty Limited (“CEGL”) | | | | |||
| Cenntro Automotive Corporation (“CAC”) | | | | |||
| Cenntro Electric Group, Inc. (“CEGI”) | | | | |||
| Cennatic Power, Inc. (“Cennatic Power”) | | | | |||
| Cenntro Electric Group (Europe) GmbH (2) | | | | |||
| Bison Motors Inc. (formerly known as “Teemak Power Corporation”) (1) | | | | |||
| Avantier Motors Corporation | | | | |||
| Cennatic Energy S. de R.L. de C.V. | | | | |||
| Cenntro Automotive S.A.S. | | | | |||
| Cenntro Electric Colombia S.A.S. | | | | |||
| Cenntro Automotive Group Limited (“CAG HK”) | | | | |||
| Hangzhou Ronda Tech Co., Limited (“Hangzhou Ronda”) | | | | |||
| Hangzhou Cenntro Autotech Co., Limited (“Cenntro Hangzhou”) | | | | |||
| Zhejiang Cenntro Machinery Co., Limited | | | | |||
| Jiangsu Tooniu Tech Co., Limited | | | | |||
| Hangzhou Hengzhong Tech Co., Limited | | | | |||
| Teemak Power (Hong Kong) Limited (HK) | | | | |||
| Avantier Motors (Hong Kong) Limited | | | | |||
| Cenntro Automotive Europe GmbH (“CAE”) (2) | | | | |||
| Cenntro Electric B.V. | | | | |||
| Cenntro Elektromobilite Araçlar A.Ş | | | | |||
| Cenntro Elecautomotiv, S.L. | | | | |||
| Simachinery Equipment Limited (“Simachinery HK”) | | | | |||
| Cenntro EV Center Italy S.R.L. (2) | | | | |||
| Antric GmbH | | | | |||
| Pikka Electric Corporation | | | | |||
| Centro Technology Corporation | | | | |||
| Hangzhou Hezhe Energy Technology Co., Ltd. (“Hangzhou Hezhe”) | | | | |||
| Hangzhou Hezhe International Trading Co., Ltd. | | | |
| (1) | |
| (2) | |
7
Table of Contents
CENNTRO INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
| (a) | Basis of presentation |
The accompanying consolidated balance sheet as of December 31, 2025, which has been derived from audited financial statements, and the unaudited condensed consolidated financial statements as of
March 31, 2026 and for the three months ended March 31, 2026 and 2025 have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).
Certain information and disclosures, which are normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.
GAAP”), have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the interim financial statements have been
included. The interim financial information should be read in conjunction with the consolidated financial statements and the notes for the fiscal year ended December 31, 2025. The results of operations for the three months ended March 31, 2026 are
not necessarily indicative of the results for the full year or any future periods.
All intercompany balances and transactions have been eliminated in consolidation and combination.
| (b) | Use of estimates |
The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period.
Significant accounting estimates reflected in the Company’s unaudited condensed consolidated financial statements include estimates and judgments applied in determination of provision for credit losses, lower of cost and net realizable value of
inventories, impairment losses for long-lived assets and investments, valuation allowance for deferred tax assets and fair value measurement for share-based compensation expense, convertible promissory notes and warrants. Since the use of estimates
is an integral component of the financial reporting process, actual results could differ from those estimates.
| (c) | Fair value measurement |
ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which
inputs used in measuring fair value are observable in the market. These tiers include:
Level 1—defined as observable inputs such as quoted prices in active markets;
Level 2—defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3—defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The Company’s financial instruments not reported at fair value primarily consist of cash and cash equivalents, restricted cash, accounts receivable, other current assets, amount due from and to
related parties, accounts payable and other current liabilities and short-term loans.
The carrying value of cash and cash equivalents, restricted cash, accounts receivable and other current assets, accounts payable, other current liabilities, bank loans and amount due from and to
related parties, current were approximate their fair values because of the short-term nature of these items. The estimated fair values of loans from third parties were not materially different from their carrying value as presented due to the brief
maturities and because the interest rates on these borrowings approximate those that would have been available for loans of similar remaining maturities and risk profiles.
Currency-cross swap was classified within Level 1 of the fair value hierarchy because they were valued using quoted prices in active markets. As the issuer is not yet listed and there are no
similar companies in the market at the same stage of development for comparison, the investment is difficult to value, and the valuation is not considered reliable. Therefore, the Company develop its own assumption by future cash flow forecast, which
contains principal paid and interests accrued.
The fair value option provides an election that allows a company to irrevocably elect to record certain financial assets and liabilities at fair value on an instrument-by-instrument basis at
initial recognition. The Company has elected to apply the fair value option to: i)convertible promissory notes payable due to the complexity of the various conversion and settlement options available to notes holders; ii) convertible loan receivable,
which was recognized as debt security in long-term investments, and iii) currency-cross swap, which was recognized as derivative financial instruments. Specifically, positive fair values of cross-currency swaps are classified as short-term
investments in the unaudited condensed consolidated balance sheet, and negative fair values of such instruments are recorded in other current liabilities.
The convertible promissory notes payable accounted for under the fair value option election are each a debt host financial instrument containing embedded features that would otherwise be required
to be bifurcated from the debt-host and recognized as separate derivative liabilities subject to initial and subsequent periodic estimated fair value measurements in accordance with GAAP. Notwithstanding, when the fair value option election is
applied to financial liabilities, bifurcation of an embedded derivative is not required, and the financial liability is initially measured at its issue-date estimated fair value and then subsequently remeasured at estimated fair value on a recurring
basis as of each reporting period date.
8
Table of Contents
CENNTRO INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The portion of the change in fair value attributed to a change in the instrument-specific credit risk is recognized as a component of other comprehensive income and the remaining amount of the fair
value adjustment is recognized as changes in fair value of convertible promissory notes and derivative liabilities in the Company’s unaudited condensed consolidated statement of operations. The estimated fair value adjustment is presented in a
respective single line item within other expense in the unaudited condensed consolidated statement of operations because the change in fair value of the convertible notes was not attributable to instrument-specific credit risk.
In connection with the issuances of convertible promissory notes, the Company issued investor warrants and placement agent warrants to purchase warrant shares of the Company. The Company utilizes a
Binomial model to estimate the fair value of the warrants, which are classified as Level 3 within the fair value hierarchy. The warrants are measured at each reporting period, with changes in fair value recognized in the statement of operations.
As a practical expedient, the Company uses Net Asset Value (“NAV”) or its equivalent to measure the fair value of its certain fund investment. The Company’s investments valued at NAV as a practical
expedient are private equity funds, which represent the investment in equity security on the unaudited condensed consolidated balance sheet. The Company evaluates whether NAV remains representative of fair value at each reporting date, considering,
among other factors, liquidity restrictions, the financial condition of the investee, and the ability to realize returns. Adjustments may be required to reflect the specific characteristics that market participants would consider in pricing the
investment.
| (d) | Revenue recognition |
The Company recognizes revenue when goods or services are transferred to customers in an amount that reflects the consideration which it expects to receive in exchange for those goods or services.
In determining when and how revenue is recognized from contracts with customers, the Company performs the following five-step analysis: (i) identification of a contract with the customer; (ii) determination of performance obligations; (iii)
measurement of the transaction price; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.
The Company generates revenue primarily through sales of light-duty ECVs, sales of ECV parts, and sales of off-road electric vehicles.
The promised warranty does not provide the clients with a service in addition to the assurance that the product complies with agreed-upon contract specifications and is considered an assurance
warranty. The warranty is not considered separate performance obligations and no revenue is associated with these services under ASC 606. Historically, the Company has not experienced material costs for quality assurance and, therefore, does not
believe an accrual for these costs is necessary.
Revenue is recognized upon the satisfaction of its performance obligation (upon transfer of control of promised goods or services to customers) in an amount that reflects the consideration to which
the Company expects to be entitled to in exchange for those goods or services, excluding amounts collected on behalf of third parties (for example, value added taxes).
The Company acts as a principal in the revenue generating process and should recognize revenue on a gross basis. Revenues are measured as the amount of consideration the Company expects to receive
in exchange for transferring products to customers. The transaction price is generally fixed as specified in the contracts. The Company’s contracts do not include explicit rights of return, and variable consideration is not significant.
All transactions are settled in cash within the normal credit period, and there is no financing component.
Shipping, handling costs and freight-out expenses for product shipments that occur prior to the customer obtaining control of the goods are accounted for as fulfilment costs rather than separate
performance obligations and are recorded as selling and marketing expenses. These costs primarily include domestic transportation and other logistics expenses incurred prior to export under EXW, FOB or FCA arrangements, or costs incurred before
delivery to customers.
The following table disaggregated the Company’s revenues by product line for the three months ended March 31, 2026 and 2025:
|
For the Three Months Ended March 31,
|
||||||||
|
2026
|
2025
|
|||||||
|
(Unaudited)
|
(Unaudited)
|
|||||||
|
Vehicles sales
|
$
|
|
$
|
|
||||
|
Spare-parts sales
|
|
|
||||||
|
Other service income
|
|
|
||||||
|
Net revenues
|
|
|
||||||
|
Less: Net revenues, discontinued operation
|
|
( |
)
|
|||||
|
Net revenues, continuing operation
|
$
|
|
$
|
|
||||
9
Table of Contents
CENNTRO INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The Company’s revenues are primarily derived from America, Europe and Asia. The following table set forth disaggregation of revenue by customer location.
|
For the Three Months Ended March 31,
|
||||||||
|
2026
|
2025
|
|||||||
|
(Unaudited)
|
(Unaudited)
|
|||||||
|
Primary geographical markets
|
||||||||
|
Asia
|
$
|
|
$
|
|
||||
|
Europe
|
|
|
||||||
|
America
|
|
|
||||||
|
Others
|
|
|
||||||
|
Net revenues
|
|
|
||||||
|
Less: Net revenues, discontinued operation
|
|
( |
)
|
|||||
|
Net revenues, continuing operation
|
$
|
|
$
|
|
||||
Contract Balances
Timing of revenue recognition was once the Company has determined that the customer has obtained control over the product. Accounts receivable represent revenue recognized for the amounts invoiced
and/or prior to invoicing when the Company has satisfied its performance obligation and has an unconditional right to the payment.
Contract liabilities primarily represent the Company’s obligation to transfer additional goods or services to a customer for which the Company has received consideration. The consideration received remains a contractual liability until goods or services have been provided to the customer. For the three months ended March 31, 2026 and 2025, the Company recognized $89,620 and $374,384 revenue that was included in contract liabilities as of January 1, 2026 and 2025, respectively.
The following table provided information about receivables and contract liabilities from contracts with customers:
|
March 31,
2026
|
December 31,
2025
|
|||||||
|
(Unaudited)
|
||||||||
|
Accounts receivable, net
|
$
|
|
$
|
|
||||
|
Less: accounts receivable, net, held for discontinued operation
|
( |
)
|
( |
)
|
||||
|
Accounts receivable, net, held for continuing operation
|
|
|
||||||
|
Contract liabilities
|
$
|
|
$
|
|
||||
|
Less: contract liabilities, held for discontinued operation
|
( |
)
|
( |
)
|
||||
|
Contract liabilities, held for continuing operation
|
|
|
||||||
| (e) | Recently issued accounting standards pronouncements |
The Company is an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, EGC can delay adopting new or revised
accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. As a result, the Company’s operating results and financial statements may not be comparable to the operating
results and financial statements of other companies who have adopted the new or revised accounting standards.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate
reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe
the adoption of ASU 2023-09 will have a material impact on its unaudited condensed financial statements and disclosures.
In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses. This new guidance is designed to improve the disclosures
about the types of expenses, including employee compensation, depreciation, and amortization, and costs incurred related to inventory and manufacturing activities. In January 2025, the FASB issued ASU No. 2025-01 to clarify certain provisions of ASU
2024-03, including its effective date and transition guidance. As clarified, the amendments in ASU 2024-03 are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15,
2027. The guidance should be applied prospectively, with an option for retrospective application. Early adoption is permitted. The Company is currently assessing the impact that adopting this new accounting standard will have on its unaudited
condensed consolidated financial statements.
In July 2025, the FASB issued ASU 2025-05, which amends ASC 326-20 to address the measurement of expected credit losses for current accounts receivable and current contract assets arising from
transactions accounted for under ASC 606. The update introduces a practical expedient available to all entities and an accounting policy election specifically for non-public business entities that adopt the practical expedient, aiming to simplify and
reduce the cost complexity associated with estimating expected credit losses for such financial assets. The guidance was developed in conjunction with the Private Company Council to respond to stakeholder concerns regarding the burdens of existing
credit loss estimation requirements for these transactions. The Company is currently assessing the impact that adopting this new accounting standard will have on its unaudited condensed consolidated financial statements. The Company is currently
evaluating the impact of adopting this standard on its unaudited condensed consolidated financial statements and related disclosures and expects to adopt the guidance in its fiscal year beginning January 1, 2027.
Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s
unaudited condensed consolidated balance sheets, statements of operations and comprehensive loss and statements of cash flows.
10
Table of Contents
CENNTRO INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - ACCOUNTS RECEIVABLE, NET
Accounts receivable, net were summarized as follows:
|
March 31,
2026
|
December 31,
2025
|
|||||||
|
(Unaudited)
|
||||||||
|
Accounts receivable
|
$
|
|
$
|
|
||||
|
Less: provision for credit losses
|
( |
)
|
( |
)
|
||||
|
Total accounts receivable, net
|
|
|
||||||
|
Less: accounts receivable, net, held for discontinued operations
|
( |
)
|
( |
)
|
||||
|
Accounts receivable, net, held for continuing operations
|
$
|
|
$
|
|
||||
The changes in the provision for credit losses were as follows:
|
For the Three Months Ended March 31,
|
||||||||
|
2026
|
2025
|
|||||||
|
(Unaudited)
|
(Unaudited)
|
|||||||
|
Balance at the beginning of the period
|
$
|
|
$
|
|
||||
|
Additions
|
|
|
||||||
|
Write-off
|
( |
)
|
( |
)
|
||||
|
Foreign exchange
|
( |
)
|
|
|
||||
|
Balance at the end of the period
|
|
|
||||||
|
Less: balance of held for discontinued operations
|
( |
)
|
( |
)
|
||||
|
Balance of held for continuing operations
|
$
|
|
$
|
|
||||
NOTE 4 - INVENTORIES
Inventories were summarized as follows:
|
March 31, 2026
|
December 31, 2025
|
|||||||
|
(Unaudited)
|
||||||||
|
Raw material
|
$
|
|
$
|
|
||||
|
Work-in-progress
|
|
|
||||||
|
Goods in transit
|
|
|
||||||
|
Finished goods
|
|
|
||||||
|
Inventories, gross
|
|
|
||||||
|
Less: inventory valuation allowance
|
( |
)
|
( |
)
|
||||
|
Total inventories, net
|
|
|
||||||
|
Less: inventories, net, held for discontinued operations
|
( |
)
|
( |
)
|
||||
|
Inventories, net, held for continuing operations
|
$
|
|
$
|
|
||||
The changes in inventory valuation allowance were as follows:
|
For the Three Months Ended March 31,
|
||||||||
|
2026
|
2025
|
|||||||
|
(Unaudited)
|
(Unaudited)
|
|||||||
|
Balance at the beginning of the period
|
$
|
|
$
|
|
||||
|
Addition
|
|
|
||||||
|
Write-off
|
( |
)
|
( |
)
|
||||
|
Foreign exchange
|
|
|
|
|||||
|
Balance at the end of the period
|
$
|
|
$
|
|
||||
NOTE 5 – PREPAYMENT AND OTHER CURRENT ASSETS
Prepayment and other current assets consisted of the following:
|
March 31, 2026
|
December 31, 2025
|
|||||||
|
(Unaudited)
|
||||||||
|
Advance to suppliers
|
$
|
|
$
|
|
||||
|
Deductible input value added tax
|
|
|
||||||
|
Loans to a third party
|
|
|
||||||
|
Others
|
|
|
||||||
|
Less: provision for credit losses
|
( |
)
|
( |
)
|
||||
|
Prepayment and other current assets, net
|
|
|
||||||
|
Less: prepayment and other current assets, net, held for discontinued operations
|
( |
)
|
( |
)
|
||||
|
Prepayment and other current assets, net, held for continuing operations
|
$
|
|
$
|
|
||||
The changes in the provision for credit losses were as follows:
|
For the Three Months Ended March 31,
|
||||||||
|
2026
|
2025
|
|||||||
|
(Unaudited)
|
(Unaudited)
|
|||||||
|
Balance at the beginning of the year
|
$
|
|
$
|
|
||||
|
Additions
|
|
|
||||||
|
Foreign exchange
|
|
|
|
|||||
|
Balance at the end of the year
|
|
|
||||||
|
Less: balance of held for discontinued operations
|
( |
)
|
( |
)
|
||||
|
Balance of held for continuing operations
|
$
|
|
$
|
|
||||
11
Table of Contents
CENNTRO INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 – LONG-TERM INVESTMENTS
| (a) |
Equity method investment, net
|
Equity method investments consisted of the following:
| March 31, 2026 |
December 31, 2025 |
|||||||
| (Unaudited) |
||||||||
|
Hangzhou Entropy Yu Equity Investment Partnership (Limited Partnership) (“Entropy Yu”) (1)
|
$
|
|
$
|
|
||||
|
Able 2rent GmbH (DEU) (2)
|
|
|
||||||
|
Less: impairment(2)
|
( |
)
|
( |
)
|
||||
|
Total equity method investment, net
|
|
|
||||||
|
Less: equity method investment, net, held for discontinued operations
|
|
|
||||||
|
Equity method investment, net, held for continuing operations
|
$
|
|
$
|
|
||||
| (1) | |
| (2) | |
| (b) |
Equity investment without readily determinable fair values, net
|
Equity investments without readily determinable fair values, net consisted of the following:
| March 31, 2026 |
December 31, 2025 |
|||||||
| (Unaudited) |
||||||||
|
HW Electro Co., Ltd. (1)
|
$
|
|
$
|
|
||||
|
EEE Truck Solutions Group Inc. (2)
|
|
|
||||||
|
Total equity investment without readily determinable fair values, net
|
|
|
||||||
|
Less: equity investment without readily determinable fair values, net, held for discontinued operations
|
|
|
||||||
|
Equity investment without readily determinable fair values, net, held for continuing operations
|
$
|
|
$
|
|
||||
| (1) | |
| (2) | |
| (c) |
Debt security investments
|
On July 24, 2023, the Company purchased a $1,000,000 convertible note (the “Convertible Note”) from third party Acton, Inc. (the “Issuer”), with the interest rate of 5 % per annum and due in June 2024. At any time on or after the maturity date, the convertible loan will convert into shares equal to the quotient obtained by dividing the outstanding principal balance and unpaid accrued interest of the convertible loan as of the date of such conversion by the applicable conversion price. In July and August 2023, the Company paid a total amount of $600,000 1,000,000 to $600,000 and extend the maturity date to July 24, 2025 . On August 7, 2025, the two parties made amendments to extend the maturity date to July 24, 2026. Before the Maturity Date, the Issuer is entitled to calling for immediate conversion of the Convertible Note (for amount of full principal and accrued interest as of the date of conversion) provided that any of the following three conditions is satisfied: i) The Issuer closes a financing transaction of not less than $3,000,000 with pre-money valuation not lower than $38,250,000 ; ii) A person or entity, or a group acquires more than fifty percent (50 %) of the outstanding voting power of the Issuer or all or substantially all of the assets of the Issuer; iii) The Issuer completes an initial public offering at a major US stock exchange with total market cap not lower than $38,250,000 . Given Acton’s limited operating scale, declining revenue, weak liquidity and the uncertain recoverability of its assets, management concluded that the recoverability of future cash flows associated with this financial asset is highly uncertain. Accordingly, for the year ended December 31, 2025, the Company recognized full credit loss of this investment. The balance of debt investments, held for continuing operations was both nil
12
Table of Contents
CENNTRO INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 – PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, net consisted of the following:
|
March 31, 2026
|
December 31, 2025
|
|||||||
|
(Unaudited)
|
||||||||
|
At cost:
|
||||||||
|
Plant and building
|
$
|
|
$
|
|
||||
|
Land
|
|
|
||||||
|
Machinery and equipment
|
|
|
||||||
|
Leasehold improvement
|
|
|
||||||
|
Office equipment
|
|
|
||||||
|
Motor vehicles
|
|
|
||||||
|
Construction in progress
|
|
|
||||||
|
Total
|
|
|
||||||
|
Less: accumulated depreciation
|
( |
)
|
( |
)
|
||||
|
Impairment
|
|
( |
)
|
|||||
|
Property, plant and equipment, net
|
|
|
||||||
|
Less: property, plants and equipment, net, held for discontinued operations
|
|
|
||||||
|
Property, plants and equipment, net, held for continuing operations
|
$
|
|
$
|
|
||||
Depreciation expenses charged to the continuing operations for the three months ended March 31, 2026 and 2025 were $411,315 and $447,510 , respectively. There’s no
There’s no
NOTE 8 – INTANGIBLE ASSETS, NET
Intangible assets, net consisted of the following:
|
March 31, 2026
|
December 31, 2025
|
|||||||
|
(Unaudited)
|
||||||||
|
At cost:
|
||||||||
|
Land use right
|
$
|
|
$
|
|
||||
|
Trademark
|
|
|
||||||
|
Technology
|
|
|
||||||
|
Software
|
|
|
||||||
|
Total
|
|
|
||||||
|
Less: accumulated amortization
|
( |
)
|
( |
)
|
||||
|
Intangible assets, net
|
|
|
||||||
|
Less: intangible assets, net, held for discontinued operations
|
|
|
||||||
|
Intangible assets, net, held for continuing operations
|
$
|
|
$
|
|
||||
Amortization expenses charged to the continuing operations for the three months ended March 31, 2026 and 2025 were $112,447 and $102,791 , respectively.
13
Table of Contents
CENNTRO INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9 – ACCOUNTS PAYABLE
|
March 31, 2026
|
December 31, 2025
|
|||||||
|
(Unaudited)
|
||||||||
|
Professional fees payable
|
$
|
|
$
|
|
||||
|
Payable to suppliers
|
|
|
||||||
|
Total accounts payable
|
|
|
||||||
|
Less: accounts payable, held for discontinued operations
|
( |
)
|
( |
)
|
||||
|
Accounts payable, held for continuing operations
|
$
|
|
$
|
|
||||
NOTE 10 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities were summarized as follows:
| March 31, 2026 |
December 31, 2025 |
|||||||
| (Unaudited) |
||||||||
|
Accrued litigation compensation
|
$
|
|
$
|
|
||||
|
Loan from third parties (1)
|
|
|
||||||
|
Rent payable - early termination of leases
|
|
|
||||||
|
Accrued expenses
|
|
|
||||||
|
Other taxes payable
|
|
|
||||||
|
Employee payroll and welfare payables
|
|
|
||||||
|
Credit card payable
|
|
|
||||||
|
Accrued interest for convertible promissory note
|
|
|
||||||
|
Others
|
|
|
||||||
|
Total accrued expenses and other current liabilities
|
|
|
||||||
|
Less: accrued expenses and other current liabilities, held for discontinued operations
|
( |
)
|
( |
)
|
||||
|
Accrued expenses and other current liabilities, held for continuing operations
|
$
|
|
$
|
|
||||
| (1) | |
NOTE 11 –SHORT-TERM AND LONG-TERM BANK LOANS
| As of March 31, 2026 | As of December 31, 2025 | |||||||||||||||||||||||||
| Bank and other financial institution | Annual Interest Rate | Start | Maturity | Principal | Current portion | Non- current portion | Current portion | Non- current portion | ||||||||||||||||||
| Zhejiang Changxing Rural Commercial Bank Co., Ltd. (1) | | % | December 2025 to March 2026 | December 2027, December 2028 and February 2029 | | | | | | |||||||||||||||||
| Industrial and Commercial Bank of China(2) | | % | June to December 2025 | June to December 2026 | | - | - | | | |||||||||||||||||
| Total borrowings | | | | | | |||||||||||||||||||||
| Less: borrowings, held for discontinued operations | - | - | - | - | | |||||||||||||||||||||
| Borrowings, held for continuing operations | $ | | | | $ | | | |||||||||||||||||||
| (1) | |
| (2) | On May 13, 2025, the Company was granted bank facility of RMB |
14
Table of Contents
CENNTRO INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 12 - INCOME TAXES
Australia
CEGL is subject to a tax rate of 25 %.
United States
U.S. subsidiaries are subject to a federal tax rate of 21 % and respective state tax rate. On December 22, 2017, the “Tax Cuts and Jobs Act” (“The 2017 Tax Act”) was enacted in the United States. Under the provisions of the Act, the U.S. corporate tax rate decreased from 34 % to 21 %. The 2017 Tax Act imposed a global intangible low-taxed income tax (“GILTI”), which is a new tax on certain off-shore earnings at an effective rate of 10.5% for tax years beginning after December 31, 2017 (increasing to 13.125% for tax years beginning after December 31, 2025) with a partial offset for foreign tax credits.
State corporate income tax rate was 0 % and 9 % in Nevada and New Jersey.
Europe
Subsidiaries in Germany, Spain, Italy, Netherlands and Turkey are subject to a tax rate of 15.825 %, 25 %, 24 %, 19 % and 25 %, respectively. The German tax rate presented above represents the federal corporate income tax plus solidarity surcharge and does not include municipal trade tax, which varies by jurisdiction.
Hong Kong
In accordance with the relevant tax laws and regulations of Hong Kong, a company registered in Hong Kong is subject to income taxes within Hong Kong at the applicable tax rate on taxable income. Effective from April 1, 2018, a two-tier corporate income tax system was officially implemented in Hong Kong, which is 8.25 % for the first HK$2.0 million profits, and 16.5 % for the subsequent profits, it is exempted from the Hong Kong income tax on its foreign-derived income. CEGI’s subsidiaries, CAG HK and Simachinery HK, are registered in Hong Kong as intermediate holding companies, subject to an income tax rate of 16.5 % for taxable income earned in Hong Kong. Payments of dividends from Hong Kong subsidiaries to CEGI are not subject to any Hong Kong withholding tax.
PRC
Pursuant to the tax laws and regulations of the PRC, the Company’s applicable enterprise income tax (“EIT”) rate is 25 %. Jiangsu Tooniu Tech Co. Limited and Hangzhou Hengzhong Tech Co., Limited qualify as Small and micro enterprises in the PRC, and are entitled to pay a reduced income tax rate of 5
Mexico
Cennatic Energy S. de R.L. de C.V. is subject to a tax rate of 30 %.
Colombia
Starting from 2023, the income tax rate of companies in Colombia was gradually increased from 30 % to 35 35 % in 2024 and 2025. Cenntro Automotive S.A.S. and Cenntro Electric Colombia S.A.S. are subject to a tax rate of 35
The components of losses (income) before income taxes are summarized as follows:
|
For the Three Months
Ended March 31,
|
||||||||
|
2026
|
2025
|
|||||||
|
(Unaudited)
|
(Unaudited)
|
|||||||
|
PRC
|
$
|
|
$
|
|
||||
|
US
|
|
|
||||||
|
Europe
|
|
|
||||||
|
Australia
|
|
( |
)
|
|||||
|
Others
|
|
|
||||||
|
Total losses before income taxes
|
|
|
||||||
|
Less: income (losses) before income taxes for discontinued operations
|
|
( |
)
|
|||||
|
Losses before income taxes for continuing operations
|
$
|
|
$
|
|
||||
15
Table of Contents
CENNTRO INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 13 - LEASES
The Company leases offices space under non-cancellable operating leases. The Company considers those renewal or termination options that are reasonably certain to be exercised in the determination
of the lease term and initial measurement of right of use assets and lease liabilities. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on
the balance sheets.
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.
The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
A summary of lease cost of continuing operations recognized in the Company’s unaudited condensed consolidated statements of operations and comprehensive loss were as follows:
|
For the Three Months Ended March 31,
|
||||||||
|
2026
|
2025
|
|||||||
|
(Unaudited)
|
(Unaudited)
|
|||||||
|
Operating leases cost excluding short-term lease expenses
|
$
|
|
$
|
|
||||
|
Short-term lease expenses
|
|
|
||||||
|
Total
|
$
|
|
$
|
|
||||
A summary of supplemental information related to operating leases held for continuing operations were as follows:
| March 31, 2026 (Unaudited) | March 31, 2025 (Unaudited) | |||||||
| Cash paid for amounts included in the measurement of lease liabilities | $ | | $ | | ||||
| Weighted average remaining lease term | | | ||||||
| Weighted average discount rate | | % | | % | ||||
The Company’s lease agreements do not have a discount rate that is readily determinable. The incremental borrowing rate is determined at lease commencement or lease modification and represents the
rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term and an amount equal to the lease payments in a similar economic environment.
The following table summarized the maturity of lease liabilities held for continuing operations under operating leases as of March 31, 2026.
|
Operating
Leases
|
||||
|
For the remaining of the year ended December 31, 2026
|
$
|
|
||
|
For the years ended December 31,
|
||||
|
2027
|
|
|||
|
2028
|
|
|||
|
2029
|
|
|||
|
Total lease payments
|
|
|||
|
Less: imputed interest
|
|
|||
|
Total
|
|
|||
|
Less: current portion
|
|
|||
|
Non-current portion
|
$
|
|
||
A summary of lease cost of discontinued operations recognized in the Company’s unaudited condensed consolidated statements of operations and comprehensive loss were as follows:
|
For the Three Months Ended March 31,
|
||||||||
|
2026
|
2025
|
|||||||
|
(Unaudited)
|
(Unaudited)
|
|||||||
|
Operating leases cost excluding short-term lease expenses
|
$
|
|
$
|
|
||||
|
Short-term lease expenses
|
|
|
||||||
|
Total
|
$
|
|
$
|
|
||||
A summary of supplemental information related to operating leases held for discontinued operations were as follows:
|
March 31, 2026
(Unaudited)
|
March 31,2025
(Unaudited)
|
|||||||
|
Cash paid for amounts included in the measurement of lease liabilities
|
$
|
|
$
|
|
||||
|
Weighted average remaining lease term
|
-
|
-
|
||||||
|
Weighted average discount rate
|
|
|
||||||
16
Table of Contents
CENNTRO INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 14 - CONVERTIBLE PROMISSORY NOTE AND WARRANT
Convertible Promissory Note
On July 20, 2022, the Company issued to investors a convertible promissory note (the “Note”) in the aggregate principal amount of $61,215,000 due on July 19, 2023 , unless earlier repurchased, converted or redeemed. On January 3, 2023, August 11, 2023, January 17, 2024 and December 23, 2024, the Company and the investors made amendments to extend the due date to July 19, 2023 , January 19, 2024 , January 19, 2025 and January 19, 2026 , respectively. The Note bears interest at a rate of 8 % per annum, and the net proceeds after deducting issuance expenses was $54,069,000 .
The main terms of the Note are summarized as follows:
Conversion feature
At any time after the issue date until the Note is no longer outstanding, this Note shall be convertible, in whole or in part, into common stock at the option of the holder, at any time and from
time to time.
Redemption feature
If the Company shall carry out one or more subsequent financings in excess of $25,000,000 in gross proceeds, the holder shall have the right to (i) require the Company to first use up to 10 % of the gross proceeds of such subsequent financing if the aggregate outstanding principal amount of the Note is in excess of $30,000,000 and (ii) require the Company to first use up to 20 % of the gross proceeds of such subsequent financing if the outstanding principal amount of the Note is $30,000,000 or less to redeem all or a portion of this Note for an amount in cash equal to the Mandatory Redemption Amount equal to 1.08 multiplied by the sum of principal amount subject to the mandatory redemption, plus accrued but unpaid interest, plus liquidated damages, if any, and any other amounts.
In addition, if the closing price of the common stock on the principal trading market is below the floor price of $1.00 per share for a period of ten consecutive trading days, the holder shall have the right to require the Company to redeem the sum of principal amount plus accrued but unpaid interest under the Note.
Contingent interest feature
The Note is subject to certain customary events of default. If any event of default occurs, the outstanding principal amount, plus accrued but unpaid interest, liquidated damages and other amounts owing, shall become immediately due and payable, and at the holder’s election, in cash at the mandatory default amount or in common stock at the mandatory default amount at a conversion price equal to 85 % of the 10-day volume weighted average price. Commencing 5 days after the occurrence of any event of default, the interest shall accrue at an interest rate equal to the lesser of 10 % per annum or the maximum rate permitted under applicable law.
The financial liability was initially measured at its issue-date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. The
remaining estimated fair value adjustment is presented as other income (expense) in the unaudited condensed consolidated statement of operations, as change in fair value of convertible notes.
Note amendment May 2025
On May 16, 2025, the Company and About Investment Pte. Ltd., a Singapore exempt private company limited by shares (“Holder”) entered into an amendment (the “Note Amendment”) to the Note originally issued by the Company on July 20, 2022, in an original principal amount of $52,237,500 .
Pursuant to the Note Amendment, the parties have agreed to amend the floor price of any conversions of the Note to $0.202 per share (equivalent to $12.12 per share after giving effect to the reverse stock split effective on April 13, 2026) equal to an eighty percent (80 %) discount of the closing bid price of the Company’s common stock during the trading day immediately preceding the Note Amendment, which will be adjusted accordingly in the event of a share split or combination. The terms of the Amended Note continue to grant the Holder the right to convert from time to time at its election, all or any portion of the outstanding balance of the Note into shares of common stock of the Company at the conversion price, which is equal to the lesser of (i) the fixed conversion price or (ii) eighty-five percent (85 %) of the ten (10
Conversion of Note, Exchange Agreement and 2025 Convertible Note
On October 8, 2025, About Investment Pte. Ltd. executed its rights to convert the Note to ordinary shares upon certain default trigger event underlying certain terms of the Note by submitting a conversion notice, resulting in an aggregate of 24,000,000 shares issued with total principal of $11,174,350 applied against the Note. On October 23, 2025, the Company and the Holder further entered into an exchange agreement, pursuant to which the Company issued a new convertible note in a principal amount of $4,000,000 (the “2025 Convertible Note”) in exchange for the cancellation of the existing Note.
The 2025 Convertible Note bears interest at a rate of 8 % per annum and matures on January 19, 2026 . At any time after the issuance date until the 2025 Convertible Note is no longer outstanding, the 2025 Convertible Note shall be convertible, in whole or in part, into shares of common stock at the option of the Holder, at a fixed conversion price of $0.10 per share (equivalent to $6.0 per share after giving effect to the reverse stock split effective on April13, 2026), subject to adjustment for stock splits or combinations.
Between October 23, 2025 and December 31, 2025, $1,200,000 of principal under the 2025 Convertible Note was converted into 12,000,000 shares (equivalent to 200,000 shares after giving effect to the reverse stock split effective on April13, 2026) of common stock. As of December 31, 2025, outstanding principal was $2,800,000 .
The movement of Note during the three months ended March 31, 2026 and 2025 are as follows:
|
Liability component
|
||||
|
As of December 31, 2024
|
$
|
|
||
|
Convertible promissory notes issued during the year
|
|
|||
|
Redemption of convertible promissory notes
|
|
|||
|
Fair value change recognized
|
|
|||
|
As of March 31, 2025 (Unaudited)
|
$
|
|
||
|
As of December 31, 2025
|
|
|||
|
Convertible promissory notes issued during the year
|
|
|||
|
Redemption of convertible promissory notes
|
|
|||
|
Fair value change recognized
|
( |
|||
|
As of March 31, 2026 (Unaudited)
|
$
|
|
||
The estimated fair value of and 2025 Convertible Note as of December 31, 2025 and December 31, 2024 was computed using a Binomial lattice model and a Monte Carlo Simulation Model, respectively, which
incorporates significant inputs that are not observable in the market, and thus represents a Level 3 measurement within the ASC 820 fair value hierarchy. The unobservable inputs utilized for measuring the fair value of the Note and 2025 Convertible
Note reflect the Company’s assumptions about the assumptions what market participants would use in valuing the instruments the respective measurement dates, including the Company’s historical stock price volatility, risk-free rates based on U.S.
Treasury Strip yields, and yields of comparable debt instruments.
17
Table of Contents
CENNTRO INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 14 - CONVERTIBLE PROMISSORY NOTE AND WARRANT (CONTINUED)
We determined the fair value by using the following key inputs to the Binomial Tree Model as of March 31, 2026 and December 31, 2025:
| Fair Value Assumptions - Convertible Promissory Note | March 31, 2026 (Unaudited) | December 31, 2025 | ||||||
| Face value principal payable | $ | | $ | | ||||
| Original conversion price | $ | 6.0 per share | $ | 6.0 per share | ||||
| Interest Rate | | % | | % | ||||
| Expected term (years) | | | ||||||
| Volatility | | % | | % | ||||
| Market yield (range) | | % | | % | ||||
| Risk free rate | | % | | % | ||||
| Issue date | | | ||||||
| Maturity date | | | ||||||
Warrant
Accompany with the Note, the Company issued to the same investor warrants to purchase up to 2,473,334 warrant shares (equivalent to 41,222 shares after giving effect to the reverse stock split effective on April 13, 2026) of the Company, with an exercise price of $1.61 per share, which may be exercised by the holders on a cashless basis by using Black-Scholes model to determine the net settlement shares.
Additionally, after the Company completed the above Note financing, the Company issued to the placement agent warrants to purchase 247,333 warrant shares (equivalent to 4,122 shares after giving effect to the reverse stock split effective on April 13, 2026) of the Company at a same day, as part of the underwriter’s commission. The warrants were issued with an exercise price of $1.77 per share.
Both warrants are exercisable from the date of issuance and have a term of five years from the date of issuance. They were presented as liabilities on the unaudited condensed consolidated balance sheet at fair value in accordance with ASC 480 “Distinguishing Liabilities from Equity”. The liabilities then, will be remeasured every reporting period with any change to fair value recorded as other income (expense) in the unaudited condensed consolidated statement of operations.
The movement of warrants during the three months ended March 31, 2026 and 2025 are as follows:
| Investor warrants component |
Placement agent warrants component |
|||||||||||||||
| Shares |
Amount |
Shares |
Amount |
|||||||||||||
|
As of December 31, 2024
|
|
$
|
|
|
$
|
|
||||||||||
|
Exercise of warrants
|
|
|
|
|
||||||||||||
|
Fair value change recognized
|
|
|
|
|
|
|||||||||||
|
As of March 31, 2025 (Unaudited)
|
|
$
|
|
|
$
|
|
||||||||||
|
As of December 31, 2025
|
|
$
|
|
|
$
|
|
||||||||||
|
Exercise of warrants
|
|
|
|
|
||||||||||||
|
Fair value change recognized
|
|
|
|
( |
) |
|||||||||||
|
As of March 31, 2026 (Unaudited)
|
|
$
|
|
|
$
|
|
||||||||||
* On April 13, 2026, the Company effected a 1-for-60 reverse stock split of its issued and outstanding common stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, every
sixty (60) shares of the Company’s common stock were automatically combined into one (1) share of common stock, with any fractional shares rounded up to the nearest whole share.
All share and per share amounts presented in the accompanying unaudited condensed consolidated financial statements have been retrospectively adjusted to reflect the Reverse Stock Split for all
periods presented, unless otherwise indicated.
The fair value for these two warrants were computed using the Binomial model with the following assumptions:
| Fair Value Assumptions – Warrants | March 31, 2026 (Unaudited) | December 31, 2025 | ||||||
| Expected term (years) | | | ||||||
| Volatility | | % | | % | ||||
| Risk free rate | | % | | % | ||||
| Expected expiry date | | | ||||||
18
Table of Contents
CENNTRO INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 15- SHARE-BASED COMPENSATION
On the Implementation Date, and pursuant to the Scheme, Cenntro Inc. assumed CEGL’s obligations with respect to the settlement of the options that were issued by CEGL prior to the Implementation
Date pursuant to CEGL’s amended and restated 2016 incentive stock option plan and 2022 stock incentive plan (the “Share Option Plans”) by way adoption of a new incentive plan, the Company’s 2023 equity incentive plan (the “2023 Plan”).
Following the Implementation Date, no new options will be issued under the Share Option Plans. The Company has assumed CEGL’s obligations with respect to the settlement of incentive options that
were previously issued by CEGL under the 2023 Plan.
Incentive Stock Option Limit: the maximum number of Common Stock that may be issued upon the exercise of incentive stock options (“ISOs”) under the 2023 Plan is 30,000,000 shares (equivalent to 500,000 shares after giving effect to the reverse stock split effective on April 13, 2026) of Common Stock.
For the three months ended March 31, 2026 and 2025, the total share-based compensation expenses were comprised of the following:
|
For the Three Months Ended March 31,
|
||||||||
|
2026
|
2025
|
|||||||
|
(Unaudited)
|
(Unaudited)
|
|||||||
|
General and administrative expenses
|
|
$
|
|
|
|
$
|
|
|
|
Selling and marketing expenses
|
|
|
||||||
|
Research and development expenses
|
|
|
|
|
||||
|
Total
|
|
$
|
|
|
|
$
|
|
|
A summary of share options activity for the three months ended March 31, 2026 and 2025 were as follows:
| Number of Share Options* | Weighted Average Exercise Price $ | Weighted Average Remaining Contractual Years | Aggregate Intrinsic Value $ | |||||||||||||
| Outstanding at December 31, 2024 | | | | | ||||||||||||
| Granted | | | ||||||||||||||
| Exercised | | | ||||||||||||||
| Forfeited | ( | ) | | |||||||||||||
| Expired | ( | ) | | |||||||||||||
| Outstanding at March 31, 2025 (Unaudited) | | | | | ||||||||||||
| Outstanding at December 31, 2025 | | | | | ||||||||||||
| Granted | | | ||||||||||||||
| Exercised | | | ||||||||||||||
| Forfeited | ( | ) | | |||||||||||||
| Expired | ( | ) | | |||||||||||||
| Outstanding at March 31, 2026 (Unaudited) | | | | | ||||||||||||
| Expected to vest at March 31, 2026 (Unaudited) | | | | |||||||||||||
| Exercisable as of March 31, 2026 (Unaudited) | | | | | ||||||||||||
* On April 13, 2026, the Company effected a 1-for-60 reverse stock split of its issued and outstanding common stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, every sixty (60) shares of the Company’s common stock were automatically combined into one (1) share of common stock, with any fractional shares rounded up to the nearest whole share.
All share and per share amounts presented in the accompanying unaudited condensed consolidated financial statements have been retrospectively adjusted to reflect the Reverse Stock Split for all
periods presented, unless otherwise indicated.
The Company calculated the fair value of the share options on the grant date and modification date using the Black-Scholes option-pricing valuation model. The assumptions used in the valuation model are summarized in the following table.
|
For the Three Months Ended March 31,
|
||||||||
|
2026
|
2025
|
|||||||
|
Expected volatility
|
|
% |
|
% |
||||
|
Expected dividends yield
|
|
% |
|
% |
||||
|
Risk-free interest rate per annum
|
|
% |
|
% |
||||
|
The fair value of underlying common stock (per share)
|
$
|
|
$
|
|
||||
The expected volatility is calculated based on the annualized standard deviation of the daily return embedded in historical share prices of the Company. The risk-free interest rate is estimated
based on the yield to maturity of US treasury bonds based on the expected term of the incentive shares.
As of March 31, 2026, there was no total unrecognized compensation cost from continuing operations related to unvested share options.
19
Table of Contents
CENNTRO INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 16 – CONCENTRATIONS
Continuing operations
|
(a)
|
Customers
|
The following table sets forth information as to each customer that accounted for 10% or more of net revenue for continuing operation for the three months ended March 31, 2026 and 2025.
|
For the Three Months Ended
|
|||||||||||||||||
|
March 31, 2026
(Unaudited)
|
March 31, 2025
(Unaudited)
|
||||||||||||||||
|
Customer
|
Amount
|
% of Total
|
Amount
|
% of Total
|
|||||||||||||
|
A
|
$
|
|
|
%
|
$
|
|
|
||||||||||
|
B
|
|
|
%
|
|
|
||||||||||||
|
C
|
|
|
%
|
|
|
||||||||||||
|
D
|
|
|
|
|
%
|
||||||||||||
| E | |
|
|
|
%
|
||||||||||||
| F | |
|
|
|
%
|
||||||||||||
|
Total
|
$
|
|
|
%
|
$
|
|
|
%
|
|||||||||
The following table sets forth information as to each customer that accounted for 10% or more of total gross accounts receivable, held for continuing operation as of March 31, 2026 and December 31, 2025.
|
As of March 31, 2026
(Unaudited)
|
As of December 31,
2025
|
||||||||||||||||
|
Customer
|
Amount
|
% of Total
|
Amount
|
% of Total
|
|||||||||||||
| G |
$
|
|
|
%
|
$
|
|
|
%
|
|||||||||
| H |
|
|
%
|
|
|
%
|
|||||||||||
|
Total
|
$
|
|
|
%
|
$
|
|
|
%
|
|||||||||
The following table sets forth information as to each customer that accounted for 10% or more of advance from customers, held for continuing operation as of March 31, 2026 and December 31, 2025.
|
As of March 31, 2026
(Unaudited)
|
As of December 31,
2025
|
||||||||||||||||
|
Customer
|
Amount
|
% of
Total
|
Amount
|
% of
Total
|
|||||||||||||
| G |
$
|
|
|
%
|
$
|
|
|
%
|
|||||||||
| I |
|
|
%
|
|
|
%
|
|||||||||||
| J |
|
|
%
|
|
|
||||||||||||
|
Total
|
$
|
|
|
%
|
$
|
|
|
%
|
|||||||||
| * | |
20
Table of Contents
CENNTRO INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL NOTE 16 –
CONCENTRATIONS (CONTINUED)
|
(b)
|
Suppliers
|
For the three months ended March 31, 2026 and 2025, the Company’s material suppliers, each of whom accounted for 10% or more of the Company’s total purchases of continuing operation, were as follows:
|
For the Three Months Ended,
|
||||||||||||||||
|
March 31,
2026
(Unaudited)
|
March 31,
2025
(Unaudited)
|
|||||||||||||||
|
Supplier
|
Amount
|
% of Total
|
Amount
|
% of Total
|
||||||||||||
|
A
|
$
|
|
|
$
|
|
|
%
|
|||||||||
| B |
|
|
|
% |
||||||||||||
| C | |
|
%
|
|
|
|||||||||||
|
Total
|
$
|
|
|
%
|
$
|
|
|
%
|
||||||||
|
*
|
Indicates below 10%.
|
As of March 31, 2026 and December 31, 2025, the Company’s material suppliers, each of whom accounted for 10% or more of the Company’s accounts payable of continuing operation, were as follows:
|
As of March 31, 2026
(Unaudited)
|
As of December 31,
2025
|
|||||||||||||||
|
Supplier
|
Amount
|
% of Total
|
Amount
|
% of Total
|
||||||||||||
| D |
$
|
|
|
$
|
|
|
%
|
|||||||||
| E | |
|
|
|
%
|
|||||||||||
| F | |
|
%
|
|
|
%
|
||||||||||
|
Total
|
$
|
|
|
%
|
$
|
|
|
%
|
||||||||
|
*
|
Indicates below 10%.
|
The following table sets forth information as to each supplier that accounted for 10% or more of advance to suppliers, held for continuing operation as of March 31, 2026 and December 31, 2025.
|
As of March 31, 2026
(Unaudited)
|
As of December 31,
2025
|
|||||||||||||||
|
Supplier
|
Amount
|
% of Total
|
Amount
|
% of Total
|
||||||||||||
|
A
|
$
|
|
|
%
|
$
|
|
|
%
|
||||||||
| G | |
|
%
|
|
|
%
|
||||||||||
| H | |
|
|
|
%
|
|||||||||||
|
Total
|
$
|
|
|
%
|
$
|
|
|
%
|
||||||||
|
*
|
Indicates below 10%.
|
21
Table of Contents
CENNTRO INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 17 - COMMITMENTS AND CONTINGENCIES
Litigation
The Company may be involved in various legal proceedings, claims and other disputes arising from the commercial operations, projects, employees and other matters which, in general, are subject to
uncertainties and in which the outcomes are not predictable. The Company determines whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. Although the outcomes
of these legal proceedings cannot be predicted, the Company does not believe these actions, in the aggregate, will have a material adverse impact on its financial position, results of operations or liquidity.
On July 22, 2022, Xiongjian Chen filed a complaint against Cenntro Electric Group Limited (“CENN”), Cenntro Automotive Group Limited (“CAG”), Cenntro Enterprise Limited (“CEL”) and Peter Z. Wang (“Wang,” together with CENN, CAG and CEL, the “Defendants”) in the United States District Court for the District of New Jersey. The complaint alleges eleven causes of action sounding in contract and tort against the Defendants, all pertaining to stock options issued to Mr. Chen pursuant to his employment as Chief Operating Officer of CAG. With respect to the four contract claims, Plaintiff alleges breach of contract claims pertaining to an employment agreement between Plaintiff and CAG and a purported letter agreement between Plaintiff and CEL. With respect to the seven tort claims, Plaintiff alleges claims regarding purported misrepresentations and promises made concerning the treatment of Plaintiff’s stock options upon a corporate transaction, including claims for tortious interference, fraud, promissory estoppel, negligent misrepresentation, unjust enrichment and conversion. The complaint seeks, among other things, money damages (including compensatory and consequential damages) in the amount of $19 million, plus interest, attorneys’ fees and expenses. Defendants moved to dismiss the complaint against all Defendants for failure to state a claim and for lack of personal jurisdiction over defendants CAG and CEL. On April 30, 2023, the District Court dismissed the claims against CAG and CEL for lack of personal jurisdiction. In addition, the District Court dismissed all the claims against Wang and CENN without prejudice and permitted the Plaintiff to amend his complaint within 30 days to address the deficiencies in his claims against Wang and CENN. On May 28, 2023, Plaintiff filed an amended complaint. On July 20, 2023 the Defendants filed a motion seeking the dismissal of that amended complaint. On September 22, 2023,the Plaintiff filed to oppose our Motion to Dismiss and Motion to Strike. The Defendants filed our reply briefs by the deadline on November 9, 2023. On January 25, 2024, the Magistrate Judge entered an Order granting Plaintiff’s Motion to Amend and denying our Motion to Strike as moot. On November 12, 2024, District Court issued an Order, dismissing Plaintiff’s all claims except with respect to the promissory estoppel claim against Peter Wang. On November 26, 2024, the defendants filed a Motion for Reconsideration of the Court’s denial of Cenntro’s Motion to Dismiss Plaintiff’s promissory estoppel claim against Peter Wang. Concurrently, on same date Plaintiff moved for reconsideration of the Court’s decision to dismiss the case as against CAG for lack of personal jurisdiction. On December 30, 2024, the Defendant filed a Reply in Further Support of Peter Wang’s Motion for Reconsideration, which, in accordance with the Court’s practices, was filed as part of a Motion for Leave to File a Reply Brief, against which the Plaintiff filed an Opposition on January 17, 2025. On May 30, 2025, the Court issued the order denying both sides’ respective motions for reconsideration. On June 10, 2025, Plaintiff’s counsel informed us that they do not intend to file a second amended complaint, which means that CAC, CAG, CEL and CENN will be dismissed from the case; and that the case will proceed to discovery solely on Plaintiff’s one claim against Wang for promissory estoppel. At the in-person conference on August 19, 2025, the Court ordered deadlines for completing various stages of discovery in the case, with May 15, 2026 being the deadline for all fact discovery. We anticipate remote financial consequences will incur to the company.
On July 3, 2025, Cenntro Electric Group (Europe) GmbH (“CEGE”) demanded the return of a EUR 180,000 rental deposit from its former landlord following the termination of a commercial lease on December 31, 2024. Without response from the landlord, CEGE initiated legal proceedings on July 22, 2025, by filing an online payment order (Mahnantrag) with the District Court of Hünfeld, claiming the full deposit amount, statutory interest, and legal fees. On August 4, 2025 the Landlord submitted objection to the default summons. CEGE is currently working on its further action.
22
Table of Contents
CENNTRO INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 17 - COMMITMENTS AND CONTINGENCIES (CONTINUED)
On January 2, 2024, MHP Americas, Inc. (“MHP”), through counsel, sent a letter to Cenntro Electric Group Limited (“Cenntro”) demanding payment allegedly owed by Cenntro to MHP in the amount of $1,767,516.91 for unpaid invoices and $3,289,500 for total contract invoices and milestone payments for alleged breaches in connection with the parties’ August 8, 2022, Master Consulting Services Agreement and/or March 9, 2023, Statement of Work. On January 12, 2024, Cenntro, through counsel, responded to the letter denying any breach and disputing the amounts claimed.
On April 10, 2024, CEGL filed a lawsuit against MHP Americas, Inc. (“MHP”) for breach under the Master Consulting Services Agreement and SAP S/4HANA SOW by failure to properly implement the SAP S/4HANA globally as set forth in those contracts, and for breach of implied covenants of good faith and fair dealing, causing Cenntro to suffer significant damages; and demanded a jury trial on all issues which are triable. Under this claim, CEGL is seeking for a remittance of $512,226 paid to date and a recission of the remaining contract with MHP. The litigation was removed to Federal Court on May 7, 2024 where it is pending. At the time of this report, discovery has been completed. Mediation is schedule on November 19, 2025. The mediation scheduled for November 19, 2025 proceeded with counsel representing the Company. No agreement was reached during the mediation session and the parties did not engage in substantive settlement discussions. As of the date of this Report, no further mediation sessions have been scheduled and the parties have not yet agreed on the next procedural steps. The case remains pending before the Court.
On March 28, 2025 BAL Freeway Associates, LLC filed an Unlawful Detainer against Cenntro Automotive Corporation alleging non-payment of rents for commercial leased property in San Bernadino County, Ontario, CA. At the time of this report negotiations between parties have been culminated in a partial settlement with possession begin restored to BAL Freeway Associates on May 31, 2025, and the issue of damages remains outstanding. On June 18, 2025, BAL Freeway filed a First Amended Complaint for Damages for Breach of Contract, seeking full damages resulting from the alleged breach of the Lease, claiming total losses no lower than $4,400,000 . Negotiations are ongoing at this stage of the reclassified Civil Matter.
On April 16, 2025, Shenzhen Jiangxin Automation Technology Co., Ltd. (“Jiangxin”) filed a lawsuit with the People’s Court of Yuhang District, Hangzhou, against Hangzhou Ronda Tech Co., Limited (“Ronda”), seeking payment of equipment purchase price totaling RMB 170,555 plus accrued interest. Jiangxin claims that Ronda has failed to pay the remaining balance due under three Equipment Purchase Agreements signed during 2021 and 2022. On September 26, 2025, Ronda submitted its defense and counterclaim, asserting that Jiangxin had not fulfilled its contractual obligations, including the delivery of complete technical documents, installation and test run, and therefore the conditions for payment had not been satisfied. Ronda also reserved the right to terminate the agreements and seek a full refund of all payments made. The case remains pending before the court.
On December 2 2025, Wuxi Hefu Metal Products Technology Co., Ltd. (“Hefu”) filed a lawsuit with the People’s Court of Yuhang District, Hangzhou, against Hangzhou Ronda Tech Co., Limited (“Ronda”), seeking payment of mold development fees totaling RMB 476,314.2 plus accrued interest. Hefu alleges that under the Automotive Parts Product Development Agreement and its supplementary agreement signed on September 20, 2022, it completed the development and delivery of the molds in accordance with the contractual requirements, but Ronda failed to pay the remaining balance of the mold development fees. Hefu further applied for property preservation, and on December 15, 2025, the court issued a ruling to freeze Ronda’s bank deposits in the amount of RMB 476,314.2 or seize other assets of equivalent value. On January 5, 2026, Ronda filed a counterclaim against Hefu, seeking the return of previously paid mold development fees of RMB 730,680 , plus interest, alleging that Hefu’s products had quality issues and failed to satisfy the contractual requirements. On January 7, 2026, the court organized a pre-trial mediation between the parties. On March 25, 2026, the court held a hearing. On April 22, 2026, the court issued a first-instance judgment ordering Ronda to pay Hefu RMB 476,314.20 in mold fees, plus overdue payment interest from December 11, 2025 until full payment, and rejected all of Ronda’s counterclaims. On May 6, 2026, Ronda filed an appeal seeking reversal of the first-instance judgment and support for its counterclaim for the return of previously paid mold development fees of RMB 730,680 , plus interest. The appeal remains pending.
On March 4, 2026, American Quartz Group, Inc. (“AQGI”) filed an Unlawful Detainer action against Bison Motors Inc. (“Bison”) seeking possession of the premises. Bison subsequently filed a demurrer in response. On
March 25, 2026, Bison filed a separate complaint against AQGI asserting claims including forcible detainer and conversion, seeking restoration of possession, return of inventory, and damages. On April 2, 2026, AQGI dismissed the Unlawful Detainer
action. Bison’s separate action against AQGI remains pending, and Bison subsequently filed an ex parte application for temporary injunctive relief to restore its access to and use of the premises. The hearing on Bison’s ex parte application was
continued to May 12, 2026, and the parties were directed to meet and confer.
On October 24, 2025, Ride Man LLC (“Ride Man”) filed a civil complaint against Cenntro Automotive Corporation and Cenntro, Inc. (collectively, the “Company”) in the Superior Court of New Jersey, Ocean County, alleging breach of warranty and violations of the New Jersey Consumer Fraud Act in connection with the purchase of certain commercial electric vehicles. Ride Man alleges that four Logistar 400 vehicles purchased from the Company were defective and failed to perform as warranted, and that the Company did not fulfill its repair and warranty obligations. The complaint seeks rescission of the purchase, refund of the purchase price, and recovery of related damages and costs. On April 29, 2026, Ride Man filed a request for entry of default against Cenntro, Inc., alleging that Cenntro, Inc. had not filed an answer after service of the complaint. As of the date of this report, no default judgment has been entered.
NOTE 18 - RELATED PARTY TRANSACTIONS AND BALANCES
The table below sets forth the major related parties and their relationships with the Company:
| Name of related parties: | Relationship with the Company | |
| Zhejiang RAP | | |
| Billy Rafael Romero Del Rosario | | |
| Zhongchai Holding (Hong Kong) Limited(“Zhongchai”) | | |
| Hangzhou Greenland Energy Technologies Co., Ltd.(“Greenland”) | | |
| HEVI Corp. | |
23
Table of Contents
CENNTRO INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 18 - RELATED PARTY TRANSACTIONS AND BALANCES (CONTINUED)
Related party transactions
During the three months ended March 31, 2026 and 2025, the Company had the following material related party transactions for the continuing operation.
| For the Three Months Ended March 31, |
||||||||
| 2026 |
2025 |
|||||||
| (Unaudited) |
(Unaudited) |
|||||||
|
Accrual of interest expense of loan
|
||||||||
|
Zhongchai Holding (Hongkong) Limited
|
$
|
|
$
|
|
||||
|
Interests-free loan from a related party
|
||||||||
|
Zhongchai
|
|
|
||||||
|
Repayment of loans to a related party
|
||||||||
|
Zhongchai Holding (Hongkong) Limited
|
|
|
||||||
|
Prepayment of operating fund to a related party
|
||||||||
|
Billy Rafael Romero Del Rosario
|
|
|
||||||
|
Reimbursement from a related party
|
||||||||
|
Billy Rafael Romero Del Rosario
|
|
|
||||||
Amounts due from Related Parties
The following table presents amounts due from related parties as of March 31, 2026 and December 31, 2025.
| March 31, 2026 (Unaudited) |
December 31, 2025 |
|||||||
|
Zhejiang RAP (1)
|
$
|
|
$
|
|
||||
|
HEVI CORP. (2)
|
|
|
||||||
|
Total amounts due from a related party
|
|
|
||||||
|
Less: amounts due from a related party, held for discontinued operations
|
|
|
||||||
|
Amounts due from a related party, held for continuing operations
|
$
|
|
$
|
|
||||
| (1) | |
| (2) | |
Amounts due to a Related Party
The following table presents amounts due to a related party as of March 31, 2026 and December 31, 2025.
| March 31, 2026(Unaudited) |
December 31, 2025 |
|||||||
|
Zhongchai(1)
|
$
|
|
$
|
|
||||
|
Total amounts due to a related party
|
|
|
||||||
|
Less: amounts due to a related party, held for discontinued operations
|
|
|
||||||
|
Amounts due to a related party, held for continuing operations
|
$
|
|
$
|
|
||||
| (1) | |
NOTE 19 - SUBSEQUENT EVENT
On April 13, 2026, the Company effected a 1-for-60 reverse stock split of its issued and outstanding common stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, every sixty (60) shares of the Company’s common stock were automatically combined into one (1) share of common stock, with any fractional shares rounded up to the nearest whole share.
The Company has evaluated subsequent events through the date of issuance of the unaudited condensed consolidated financial statements, there were no other subsequent events except for the event
mentioned above with material financial impact on the unaudited condensed consolidated financial statements.
24
Table of Contents
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Introductory Note
Except as otherwise indicated by the context, references in this Quarterly Report on Form 10-Q (this “Form 10-Q”) to the “Company,” “Cenntro,” “we,” “us” or “our” are references to the consolidated business Cenntro
Inc. and its subsidiaries. The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) summarizes the significant factors affecting our results of operations, liquidity, capital resources and
contractual obligations. The following discussion and analysis should be read in conjunction with the Company’s unaudited condensed consolidated financial statements and related notes included elsewhere herein.
A. Key Components of Results of Operations
Net revenues
Up until December 31, 2021, we generate revenue primarily through the sale of ECVs to our channel partners. Beginning in 2022, we experimented with different go-to-market strategies across regions. In Europe, while we
initially tested an EV center approach by acquiring CAE, a German manufacturer and ECV seller, we returned to our distributor-focused model in 2024 given its proven effectiveness. In North America, we implemented a hybrid approach that combines
direct sales to end-customers with strategic distributor partnerships. Historically (i.e. up until end of 2021), these revenues were generated solely by the sale of the Metro®. Starting from the last quarter of 2021, we began generating revenue from
the sales of the Logistar™ 200, Logistar™ 100, Logistar™ 260, Teemak™, Neibor® 150, Antric® and Avantier™ in Europe, Clubcar, Teemak™, Logistar™ 210, Logistar™ 260 and iChassis™ in Asia, and Avantier™, Logistar™ 210, Logistar™ 400 and Logistar™ 450
in the US, Avantier™ in Africa. We estimate that in late 2026, we will start generating revenue from Bison Motor™, hydrogen-powered heavy-duty vehicles to meet market demand and increased sales from iChassis™ that consists of a programmable “smart”
chassis that is currently used by third-party integrated it with their controlling software for various autonomous driving commercial vehicle applications.
Net revenues during the three months ended 2026 and 2025 were generated from (a) vehicles sales, which primarily represent net revenues from sales of Metro® vehicles (including vehicle kits), Logistar™ 100, Teemak™,
Logistar™ 210, Logistar™ 260, Antric®, Avantier™, Logistar™ 100 and 1-ton Electric Flatbed Truck, (b) sales of ECV spare-parts related to our Metro® vehicles, and (c) other sales, which primarily were: (i) the sales of inventory of outsourced ECV
batteries, and (ii) charges on services provided to channel partners for technical developments and assistance with vehicle homologation or certification.
Cost of goods sold
Cost of goods sold mainly consists of production-related costs including costs of raw materials, consumables, direct labor, overhead costs, depreciation of plants and equipment, manufacturing waste treatment processing
fees, shipping cost, inventory write-downs and inventory write-off. We incur cost of goods sold in relation to (i) vehicle sales and spare-part sales, including, among others, purchases of raw materials, labor costs, and manufacturing expenses that
related to ECVs, and (ii) other sales, including cost and expenses that are not related to ECV sales.
Cost of goods sold also includes inventory write-downs. Inventories are stated at the lower of cost or net realizable value. The cost of raw materials is determined on the basis of weighted average. The cost of
finished goods is determined on the basis of weighted average and is comprised of direct materials, direct labor cost and an appropriate proportion of overhead. Net realizable value is based on estimated selling prices fewer selling expenses and any
further costs of completion. Adjustments to reduce the cost of inventory to net realizable value are made, if required, for estimated excess, obsolescence, or impaired balances. Write-downs are recorded in the cost of goods sold in our statements of
operations and comprehensive loss.
Operating expenses
Our operating expenses consist of general and administrative, selling and marketing expenses, and research and development expenses. General and administrative expenses are the most significant components of our
operating expenses. Operating expenses also include provision for doubtful accounts and impairment loss for long-lived assets.
Research and Development Expenses
Research and development expenses consist primarily of employee compensation and related expenses, prototype expenses, costs associated with assets acquired for research and development, product development costs,
production inspection and testing expenses, product strategic advisory fees, third-party engineering and contractor support costs and allocated overhead. We expect our research and development expenses to increase as we continue to invest in new
ECV models, new materials and techniques, vehicle management and control systems, digital control capabilities and other technologies.
25
Table of Contents
Selling and Marketing Expense
Selling and marketing expenses consist primarily of employee compensation and related expenses, sales commissions, marketing programs, freight costs, travel and entertainment expenses and allocated overhead. Marketing
programs consist of advertising, tradeshows, events, corporate communications and brand-building activities. We expect our selling and marketing expenses to increase as we introduce our new ECV models, further develop additional local dealership and
service support networks to augment our expanding sales globally.
General and Administrative Expenses
General and administrative expenses consist primarily of employee compensation and related expenses for administrative functions including finance, legal, human resources, and fees for third-party professional
services. While we continue to monitor general and administrative expenses, we expect general and administrative expenses to decrease over the next two years in connection with our continued effort to improve efficiency, combining our EV centers with
local distribution networks and utilizing well-proven OEMs and supply chains.
Provision for credit losses
We adopted ASC 326 Financial Instruments – Credit Losses using the modified retrospective approach through a cumulative-effect adjustment to accumulated deficit from January 1. 2023 and interim periods therein. We used
an expected credit loss model for the impairment of accounts receivable as of period ends. We believes the aging of accounts receivable is a reasonable parameter to estimate expected credit loss, and determines expected credit losses for accounts
receivables using an aging schedule as of period ends. The expected credit loss rates under each aging schedule were developed on basis of the average historical loss rates from previous years, and adjusted to reflect the effects of those differences
in current conditions and forecasted changes. We measured the expected credit losses of accounts receivable on a collective basis. When an accounts receivable does not share risk characteristics with other accounts receivables, we will evaluate such
accounts receivable for expected credit loss on an individual basis. Allowance for credit losses balances are written off and deducted from allowance. when receivables are deemed uncollectible. after all collection efforts have been exhausted and the
potential for recovery is considered remote. We expect provision for credit losses to decrease in the future as we shift our sales more to FOB terms, when goods will be delivered only if material payment are received.
Other income (expenses)
Interest expense, net
Interest expense, net, consists of interest on outstanding loans and the convertible promissory notes.
Income (loss) from long-term investments
Entities over which we have the ability to exercise significant influence but do not have a controlling interest through investment in common shares, or in-substance common shares, are accounted for using the equity
method. Under the equity method, we initially record our investment at cost and subsequently recognize our proportionate share of each such entity’s net income or loss after the date of investment into the statements of operations and comprehensive
loss and accordingly adjust the carrying amount of the investment. When our share of losses in the equity of such entity equals or exceeds our interest in the equity of such entity, we do not recognize further losses, unless we have incurred
obligations or made payments or guarantees on behalf of such entity. An impairment charge is recorded when the carrying amount of the investment exceeds its fair value and this condition is determined to be other-than-temporary. The adjusted carrying
amount of the assets become new cost basis.
Discontinued operations
We classify the results of a component (or group of components) to be disposed (“disposal group”) as a discontinued operation when the disposal group meets the held-for-sale criteria, is disposed of by sale or is
disposed of other than by sale (e.g. abandonment) and when the disposal group represents a strategic shift that has, or will have, a major effect on our operations and our financial results.
We report the operating results related to the disposal group as discontinued operations for all periods presented in our consolidated statements of comprehensive loss, respectively.
26
Table of Contents
Key Operating Metrics
We prepare and analyze operating and financial data to assess the performance of our business and allocate our resources. The following table sets forth our key performance indicators for the three months ended March
31, 2026 and 2025.
|
Three Months ended March
31,
|
||||||||
|
2026
|
2025
|
|||||||
|
(Unaudited)
|
||||||||
|
Gross margin of vehicle sales
|
18.5 |
% | 10.8 | % | ||||
Gross margin of vehicle sales. Gross margin of vehicle sales is defined as gross profit of vehicle sales divided by total revenue of vehicle sales.
Results of Operations
The following table sets forth a summary of our statements of operations for the periods indicated:
|
Three Months ended March 31,
|
||||||||
|
2026
|
2025
|
|||||||
|
(Expressed in U.S. Dollars)
|
(Unaudited)
|
|||||||
|
Combined Statements of Operations Data:
|
||||||||
|
Net revenues
|
1,212,160
|
2,143,058
|
||||||
|
Cost of goods sold
|
(975,032) |
(1,821,531
|
)
|
|||||
|
Gross profit
|
237,128 |
321,527
|
||||||
|
Operating Expenses:
|
||||||||
|
Selling and marketing expenses
|
(294,267)
|
(776,717
|
)
|
|||||
|
General and administrative expenses
|
(3,408,959)
|
(4,934,168
|
)
|
|||||
|
Research and development expenses
|
(478,133)
|
(784,178
|
)
|
|||||
|
Provision for credit losses
|
(36,318)
|
-
|
||||||
|
Total operating expenses
|
(4,217,677)
|
(6,495,063
|
)
|
|||||
|
Loss from operations
|
(3,980,549)
|
(6,173,536
|
)
|
|||||
|
Other Income (Expense):
|
||||||||
|
Interest expense, net
|
(88,070)
|
(118,688
|
)
|
|||||
|
Loss from long-term investments
|
(4,304)
|
(39
|
)
|
|||||
|
Other (expense) income, net
|
(149,839)
|
295,592
|
||||||
|
Gain from early termination of lease contract
|
-
|
1,138
|
||||||
|
Change in fair value of convertible promissory notes and derivative liability
|
234,864
|
(3,129
|
)
|
|||||
|
Change in fair value of equity securities
|
-
|
256,712
|
||||||
|
Foreign currency exchange (loss) gain, net
|
(106,994)
|
404,191
|
||||||
|
Gain (loss) from cross-currency swaps
|
19,350
|
(36,140
|
)
|
|||||
|
Net loss from continuing operations, before tax
|
(4,075,542)
|
(5,373,899
|
)
|
|||||
|
Income tax benefit
|
12,925
|
11,632
|
||||||
|
Net loss from continuing operation
|
(4,062,617)
|
(5,362,267
|
)
|
|||||
|
Discontinued operations
|
||||||||
|
Income (loss) on discontinued operations, net of tax
|
139,785
|
(303,390
|
)
|
|||||
|
Net loss
|
(3,922,832)
|
(5,665,657
|
)
|
|||||
|
Less: net loss attributable to non-controlling interests
|
(14,733)
|
(11,321
|
)
|
|||||
|
Net loss attributable to the Company’s shareholders
|
(3,908,099)
|
(5,654,336
|
)
|
|||||
27
Table of Contents
Comparison of the Three months ended March 31, 2026 and 2025
Net Revenues
The following table presents our net revenue components by amount and as a percentage of the total net revenues for the periods presented.
|
Three Months Ended March 31,
|
||||||||||||||||
|
2026
|
2025
|
|||||||||||||||
|
Amount
|
%
|
Amount
|
%
|
|||||||||||||
|
(Expressed in U.S. Dollars)
|
(Unaudited)
|
|||||||||||||||
|
Net revenues:
|
||||||||||||||||
|
Vehicle Sales
|
$
|
614,209
|
50.7
|
%
|
$
|
1,811,264
|
84.5
|
%
|
||||||||
|
Spare-part sales
|
565,212
|
46.6
|
%
|
170,815
|
8.0
|
%
|
||||||||||
|
Other sales
|
32,739
|
2.7
|
%
|
160,979
|
7.5
|
%
|
||||||||||
|
Total net revenues
|
$
|
1,212,160
|
100.0
|
%
|
$
|
2,143,058
|
100.0
|
%
|
||||||||
Net revenues for the three months ended March 31, 2026 were approximately $1.2 million, a decrease of approximately $0.9 million or 43.4% from approximately $2.1 million for the three months ended March 31, 2025. The
decrease in net revenues in 2026 was primarily attributed to a decrease in vehicle sales by approximately $1.2 million and other sales by approximately $0.1 million, offset by an increase in spare-part sales by approximately $0.4 million. The net
revenues in Europe market for the three months ended March 31, 2026 were approximately $0.4 million, a decrease of approximately $0.3 million from approximately $0.7 million for the three months ended March 31, 2025. The net revenues in Asia market
for the three months ended March 31, 2026 were approximately $0.7 million, a decrease of approximately $0.5 million from approximately $1.2 million for the three months ended March 31, 2025.
Additional units were sold during the three months ended March 31, 2026; we sold 57 ECVs, including 3 fully assembled Metro® units, 10 fully assembled Logistar™ 100, 3 fully assembled Teemak™, 14 fully assembled
Logistar™ 260, 7 fully assembled Avantier™ units, 7 fully assembled Logistar™ 210 units, 3 Antric® units and 10 1-ton Electric Flatbed Truck units.
For the three months ended March 31, 2026, we also sold 72 iChassis™ units, other than the 57 ECVs.
Geographically, the vast majority of our net revenues were generated from vehicle sales in Asia during the three months ended March 31, 2026 and 2025. For the three months ended March 31, 2026, net revenues from
Europe, North America, and Asia as a percentage of total revenues was 29.4%, 5.8%, and 54.9%, respectively, compared to 32.9%, 12.3%, and 54.8%, respectively for the corresponding period in 2025.
For the three months ended March 31, 2026, net revenues from vehicle sales in Europe, North America, and Asia as a percentage of total vehicle net revenues was 48.9%, 10.4%, and 21.3%, respectively, compared to 33.1%,
9.5%, and 57.4%, respectively, for the corresponding period in 2025.
Cost of goods sold
The following table presents our cost of goods sold by amount and as a percentage of the total cost of goods sold for the periods presented.
|
Three Months Ended March 31,
|
||||||||||||||||
|
2026
|
2025
|
|||||||||||||||
|
Amount
|
%
|
Amount
|
%
|
|||||||||||||
|
(Expressed in U.S. Dollars)
|
(Unaudited)
|
|||||||||||||||
|
Cost of goods sold:
|
||||||||||||||||
|
Vehicle sales
|
$
|
(500,436
|
)
|
51.3
|
%
|
$
|
(1,615,964
|
)
|
88.8
|
%
|
||||||
|
Spare-part sales
|
(469,195
|
)
|
48.1
|
%
|
(126,400
|
)
|
6.9
|
%
|
||||||||
|
Other sales
|
(5,401
|
)
|
0.6
|
%
|
(79,167
|
)
|
4.3
|
%
|
||||||||
|
Total cost of goods sold
|
$
|
(975,032
|
)
|
100.0
|
%
|
$
|
(1,821,531
|
)
|
100.0
|
%
|
||||||
Cost of goods sold for the three months ended March 31, 2026 was approximately $1.0 million, a decrease of approximately $0.8 million or approximately 46.5% from approximately $1.8 million for
the three months ended March 31, 2025. The decrease of cost of goods sold was mainly caused by the decreased cost of vehicle sales of approximately $1.1 million, offset by the increased cost of spare-part sales of
approximately $0.3 million.
Gross Profit
Gross profit for the three months ended March 31, 2026 was approximately $0.2 million, a decrease of approximately $0.1 million or approximately 26.3% from $0.3 million of gross profit for the three months ended March
31, 2025. The decrease was primarily due to lower vehicle sales volume and a decline in vehicle gross margin, partially offset by higher-margin spare-part sales. For the three months ended March 31, 2026 and 2025, our overall gross margin was
approximately 19.6% and 15.0%, respectively. Our gross margin of vehicle sales for the three months ended March 31, 2026 and 2025 was 18.5% and 10.8%, respectively.
28
Table of Contents
Selling and Marketing Expenses
Selling and marketing expenses for the three months ended March 31, 2026 were approximately $0.3 million, a decrease of approximately $0.5 million or approximately 62.1% from approximately $0.8 million for the three
months ended March 31, 2025. The decrease in selling and marketing expenses in 2026 was primarily attributed to the decrease in freight of approximately $0.4 million, due to reduced shipment volumes.
General and Administrative Expenses
General and administrative expenses for the three months ended March 31, 2026 were approximately $3.4 million, a decrease of approximately $1.5 million or approximately 30.9% from approximately $4.9 million for the
three months ended March 31, 2025. The decrease in general and administrative expenses in 2026 was primarily attributed to the decrease in salary and social insurance and lease expenses, of approximately $0.5 million and $0.3 million, respectively,
reflecting the Company’s ongoing cost optimization initiatives.
Research and Development Expenses
Research and development expenses for the three months ended March 31, 2026 were approximately $0.5 million, a decrease of approximately $0.3 million or approximately 39.0% from approximately $0.8 million for the three
months ended March 31, 2025. The decrease in research and development expenses in 2026 was primarily attributed to the decrease in salary expense of approximately $0.3 million, partially reflecting timing differences in project development
activities.
Other (expense) income, net
Other expense, net for the three months ended March 31, 2026 was approximately $0.3 million, and other income, net was $0.7 million of for the three months ended March 31, 2025. The change of other (expense)
income in 2026 compared to 2025 was primarily attributable to: (i) foreign currency exchange loss of $0.1 million in 2026 compared with Foreign currency exchange gain of $0.4 million in 2025; and (ii) a decrease of approximately $0.2 million in
litigation compensation from Fujian Newlongma Automotive Co., Ltd..
Non-GAAP Financial Measures
Adjusted EBITDA for the three months ended March 31, 2026 and 2025
In addition to our results determined in accordance with GAAP, we believe Adjusted EBITDA, a non-GAAP measure is useful in evaluating operational performance. We use Adjusted EBITDA to evaluate ongoing operations and
for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors in assessing operating performance.
Adjusted EBITDA is a supplemental measure of our performance that is not required by, or presented in accordance with, GAAP. Adjusted EBITDA is not a measurement of our financial performance under GAAP and should not
be considered as an alternative to net income or any other performance measure derived in accordance with GAAP. We define Adjusted EBITDA as net income (or net loss) before net interest expense, income tax expense, depreciation and amortization as
further adjusted to exclude the impact of stock-based compensation expense and other non-recurring expenses including expenses related to loss on redemption of convertible promissory notes, loss on exercise of warrants, and change in fair value of
convertible promissory notes and derivative liability.
We present Adjusted EBITDA because we consider it to be an important supplemental measure of our performance and believe it is frequently used by securities analysts, investors, and other interested parties in the
evaluation of companies in our industry. Management believes that investors’ understanding of our performance is enhanced by including this non-GAAP financial measure as a reasonable basis for comparing our ongoing results of operations. Management
uses Adjusted EBITDA:
| • |
as a measurement of operating performance because it assists us in comparing the operating performance of our business on a consistent basis, as it removes the impact of items not directly resulting from our core operations;
|
| • |
for planning purposes, including the preparation of our internal annual operating budget and financial projections;
|
| • |
to evaluate the performance and effectiveness of our operational strategies; and
|
| • |
to evaluate our capacity to expand our business.
|
By providing this non-GAAP financial measure, together with the reconciliation, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in
evaluating how well we are executing our strategic initiatives. We caution investors that amounts presented in accordance with our definition of Adjusted EBITDA may not be comparable to similar measures disclosed by our competitors because not all
companies and analysts calculate Adjusted EBITDA in the same manner. Adjusted EBITDA has limitations as an analytical tool, and should not be considered in isolation, or as an alternative to, or a substitute for net income or other financial
statement data presented in our financial statements as indicators of financial performance. Some of the limitations are:
29
Table of Contents
| • |
such measures do not reflect our cash expenditures;
|
| • |
such measures do not reflect changes in, or cash requirements for, our working capital needs;
|
| • |
although depreciation and amortization are recurring, non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and such measures do not reflect any cash requirements for such replacements;
and
|
| • |
the exclusion of stock-based compensation expense, which has been a significant recurring expense and will continue to constitute a significant recurring expense for the foreseeable future, as equity awards are expected to continue to be
an important component of our compensation strategy.
|
Due to these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on
our GAAP results and using these non-GAAP measures only supplementally. As noted in the table below, Adjusted EBITDA includes adjustments to exclude the impact of stock-based compensation expense and material infrequent items. It is reasonable to
expect that these items will occur in future periods. However, we believe these adjustments are appropriate because the amounts recognized can vary significantly from period to period, do not directly relate to the ongoing operations of our business
and may complicate comparisons of our internal operating results and operating results of other companies over time. In addition, Adjusted EBITDA may include adjustments for other items that we do not expect to regularly occur in future reporting
periods. Each of the normal recurring adjustments and other adjustments described in this paragraph and in the reconciliation table below help management with a measure of our core operating performance over time by removing items that are not
related to day-to-day operations.
The following table reconciles Adjusted EBITDA to the most directly comparable GAAP financial performance measure, which is net loss:
|
Three Months Ended March 31,
|
||||||||
|
2026
|
2025
|
|||||||
|
(Expressed in U.S. Dollars)
|
(Unaudited)
|
|||||||
|
Net loss from continuing operations
|
$
|
(4,062,617
|
)
|
$
|
(5,362,267
|
)
|
||
|
Interest expenses, net
|
88,070
|
118,688
|
||||||
|
Income tax benefit
|
(12,925
|
)
|
(11,632
|
)
|
||||
|
Depreciation and amortization
|
523,762
|
550,278
|
||||||
|
Share-based compensation expense
|
665,261
|
739,651
|
||||||
|
Change in fair value of convertible promissory notes and derivative liability
|
(234,864
|
) |
3,129
|
|||||
|
Adjusted EBITDA from continuing operations
|
$
|
(3,033,313
|
)
|
$
|
(3,962,153
|
)
|
||
B. Liquidity and Capital Resources
We have historically funded working capital and other capital requirements primarily through bank loans, equity financings and short-term loans. Also, the reverse recapitalization we have completed at the end of
December 2021 provided significant funding for the Company’s operations. Cash is required primarily to purchase raw materials, repay debts and pay salaries, office expenses and other operating expenses.
As of March 31, 2026 we had approximately $3.6 million in cash and cash equivalents and approximately $1.2 million of accounts receivables as compared to approximately $8.5 million in cash and cash equivalents and $3.1 million in accounts
receivable as of March 31, 2025. For the three months ended March 31, 2026 and 2025, net cash used in operating activities was approximately $2.8 million and $5.0 million, respectively.
Short-Term Liquidity Requirements
We believe our cash and cash equivalents will be sufficient for us to continue to execute our business strategy over the twelve months period following the date of issuance of our report. Our current business strategy
for the next twelve months includes (i) the continued rollout of our new ECV models and green energy related products in North America and Europe, as applicable and (ii) the establishment and development of local distribution channels in the United
States and the European Union. Actual results could vary materially as a result of a number of factors, including:
| • |
The costs of bringing our new facilities into operation;
|
| • |
The timing and costs involved in rolling out new ECV models to market;
|
| • |
Our ability to manage the costs of manufacturing our ECVs;
|
| • |
The costs of maintaining, expanding and protecting our intellectual property portfolio, including potential litigation costs and liabilities;
|
30
Table of Contents
| • |
Revenues received from sales of our ECVs;
|
| • |
The costs of additional general and administrative personnel, including accounting and finance, legal and human resources, as well as costs related to litigation, investigations, or settlements;
|
| • |
Our ability to collect future revenues; and
|
| • |
Other risks discussed in the section titled “Risk Factors.”
|
For the twelve months from the date hereof, we also plan to continue implementing measures to increase revenues and control operating costs and expenses, implementing comprehensive budget controls and operational
assessments, implementing enhanced vendor review and selection processes as well as enhancing internal controls.
Long-Term Liquidity Requirements
In the long-term, we plan to regionalize the manufacturing and supply chain relating to certain components of our ECVs in the geographic markets in which our ECVs are sold. In the long-term, through our supply chain
development know-how, we intend to establish supply chain relationships in North America and the European Union to support anticipated manufacturing and assembly needs in these markets, thereby reducing the time in transit and potentially other
landed costs elements associated with importing our components and spare parts from China. Currently, the majority of our revenues is derived from the sale of ECVs by private label channel partners that assemble our vehicle kits in their own
facilities. As part of our growth strategy, we plan to expand our channel partner network, and local assembly facilities to regionalize our manufacturing and supply chains to better serve our global customers especially to expand our
after-sales-market services offerings.
We intend to further expand our technology through continued investment in research and development. Since inception in 2013 through March 31, 2026 we have spent over approximately $97.2 million in research and
development activities related to our operations. We plan to increase our research and development expenditure over the long term as we build on our technologies in vehicle development, driving control, cloud-based platforms, and innovations for
promoting sustainable energy.
For our long-term business plan, we plan to fund current and future planned operations mainly through cash on hand, cash flow from operations, lines of credit and additional equity and debt financings to the extent
available on commercially favorable terms.
Working Capital
As of March 31, 2026, our working capital was approximately $18.4 million, as compared to a working capital of approximately $19.0 million as of December 31, 2025. The approximately $0.6 million decrease in working capital during 2026 was
primarily due to the decrease of cash and cash equivalents of approximately $0.9 million.
Cash Flow
|
Three Months Ended March 31,
|
||||||||
|
2026
|
2025
|
|||||||
|
(Expressed in U.S. Dollars)
|
(Unaudited)
|
|||||||
|
Net cash used in operating activities
|
$
|
(2,806,429
|
)
|
$
|
(4,954,514
|
)
|
||
|
Net cash provided by (used in) investing activities
|
111,412
|
)
|
(499,561
|
)
|
||||
|
Net cash provided by financing activities
|
1,681,940
|
1,166,489
|
||||||
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
53,447
|
65,434
|
||||||
|
Net decrease in cash, cash equivalents, and restricted cash
|
(959,630
|
)
|
(4,222,152
|
)
|
||||
|
Cash and cash equivalents, and restricted cash at beginning of the period-continuing
|
4,638,328
|
12,820,459
|
||||||
|
Cash and cash equivalents, and restricted cash at beginning of the period-discontinued
|
48,863
|
140,029
|
||||||
|
Cash and cash equivalents, and restricted cash at end of the period-continuing
|
3,724,041
|
8,734,388
|
||||||
|
Cash and cash equivalents, and restricted cash at end of the period- discontinued
|
$
|
3,520
|
$
|
3,948
|
||||
Operating Activities
Our net cash used in operating activities was approximately $2.8 million, $5.0 million for the three months ended March 31, 2026 and 2025, respectively.
Net cash used in operating activities for the three months ended March 31, 2026 was primarily attributable to (i) our net loss of approximately $3.9 million and adjusted for non-cash items of approximately $1.1
million, which primarily consisted of depreciation and amortization and share based compensation expense of approximately $0.5 million and $0.7 million respectively, (ii) the increase in deferred revenue and prepayment and other current assets of
approximately $1.4 million and $0.5 million, respectively, (iii) decrease in accounts payable and accrued expense and other current liabilities of approximately $0.7 million and $0.4 million, respectively.
31
Table of Contents
Investing Activities
Net cash used in investing activities was immaterial for the three months ended March 31, 2026.
Financing Activities
Net cash provided by financing activities was approximately $1.7 million for the three months ended March 31, 2026. Net cash provided by financing activities for the three months ended March 31, 2026 was primarily
attributable to proceeds from bank loans of approximately $1.8 million and loans proceed from third parties of approximately $1.5 million, offset by the repayment of bank loans of approximately $1.3 million.
Contractual Obligations
For a discussion of material contractual obligations and commitments, see Note 17 “Commitments and Contingencies” to our unaudited condensed consolidated financial statements included in this report.
We lease offices space under non-cancellable operating leases. As of March 31, 2026, the minimum future commitments under these agreements are as follows.
|
Less than one year
|
One to three years
|
Total
|
||||||||||
|
Operating lease obligations
|
1,303,391
|
941,219
|
2,244,610
|
|||||||||
|
Total
|
1,303,391
|
941,219
|
2,244,610
|
|||||||||
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the consolidated and combined financial statements, the reported amounts of revenue and expenses during the reporting period and the related disclosures in the consolidated and combined financial statements and
accompanying footnotes. Out of our significant accounting policies, which are described in “Note 2—Summary of Significant Accounting Policies” of our consolidated and combined financial statements for the three months ended March 31, 2026, included
elsewhere in this Quarter Report, certain accounting policies are deemed “critical,” as they require management’s highest degree of judgment, estimates and assumptions. While management believes its judgments, estimates and assumptions are
reasonable, they are based on information presently available and actual results may differ significantly from those estimates under different assumptions and conditions.
Basis of presentation
The accompanying consolidated balance sheet as of December 31, 2025, which has been derived from audited financial statements, and the unaudited condensed consolidated financial statements as of March 31, 2026 and for
the three months ended March 31, 2026 and 2025 have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).
Certain information and disclosures, which are normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), have been
condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the interim financial statements have been included. The
interim financial information should be read in conjunction with the consolidated financial statements and the notes for the fiscal year ended December 31, 2025. The results of operations for the three months ended March 31, 2026 are not necessarily
indicative of the results for the full year or any future periods.
All intercompany balances and transactions have been eliminated in consolidation and combination.
Use of estimates
The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant accounting
estimates reflected in the Company’s unaudited condensed consolidated financial statements include estimates and judgments applied in determination of provision for credit losses, lower of cost and net realizable value of inventories, impairment
losses for long-lived assets and investments, valuation allowance for deferred tax assets and fair value measurement for share-based compensation expense, convertible promissory notes and warrants. Since the use of estimates is an integral
component of the financial reporting process, actual results could differ from those estimates.
32
Table of Contents
Fair value measurement
ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in
measuring fair value are observable in the market. These tiers include:
Level 1—defined as observable inputs such as quoted prices in active markets;
Level 2—defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3—defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The Company’s financial instruments not reported at fair value primarily consist of cash and cash equivalents, restricted cash, accounts receivable, other current assets, amount due from and to related parties,
accounts payable and other current liabilities and short-term loans.
The carrying value of cash and cash equivalents, restricted cash, accounts receivable and other current assets, accounts payable, other current liabilities, bank loans and amount due from and to related parties,
current were approximate their fair values because of the short-term nature of these items. The estimated fair values of loans from third parties were not materially different from their carrying value as presented due to the brief maturities and
because the interest rates on these borrowings approximate those that would have been available for loans of similar remaining maturities and risk profiles.
Currency-cross swap was classified within Level 1 of the fair value hierarchy because they were valued using quoted prices in active markets. As the issuer is not yet listed and there are no similar companies in the
market at the same stage of development for comparison, the investment is difficult to value, and the valuation is not considered reliable. Therefore, the Company develop its own assumption by future cash flow forecast, which contains principal paid
and interests accrued.
The fair value option provides an election that allows a company to irrevocably elect to record certain financial assets and liabilities at fair value on an instrument-by-instrument basis at initial recognition. The
Company has elected to apply the fair value option to: i) convertible promissory notes payable due to the complexity of the various conversion and settlement options available to notes holders; ii) convertible loan receivable, which was recognized as
debt security in long-term investments, and iii) currency-cross swap, which was recognized as derivative financial instruments. Specifically, positive fair values of cross-currency swaps are classified as short-term investments in the unaudited
condensed consolidated balance sheet, and negative fair values of such instruments are recorded in other current liabilities.
The convertible promissory notes payable accounted for under the fair value option election are each a debt host financial instrument containing embedded features that would otherwise be required to be bifurcated from
the debt-host and recognized as separate derivative liabilities subject to initial and subsequent periodic estimated fair value measurements in accordance with GAAP. Notwithstanding, when the fair value option election is applied to financial
liabilities, bifurcation of an embedded derivative is not required, and the financial liability is initially measured at its issue-date estimated fair value and then subsequently remeasured at estimated fair value on a recurring basis as of each
reporting period date.
The portion of the change in fair value attributed to a change in the instrument-specific credit risk is recognized as a component of other comprehensive income and the remaining amount of the fair value adjustment is
recognized as changes in fair value of convertible promissory notes and derivative liabilities in the Company’s unaudited condensed consolidated statement of operations. The estimated fair value adjustment is presented in a respective single line
item within other expense in the unaudited condensed consolidated statement of operations because the change in fair value of the convertible notes was not attributable to instrument-specific credit risk.
In connection with the issuances of convertible promissory notes, the Company issued investor warrants and placement agent warrants to purchase warrant shares of the Company. The Company utilizes a Binomial model to
estimate the fair value of the warrants, which are classified as Level 3 within the fair value hierarchy. The warrants are measured at each reporting period, with changes in fair value recognized in the statement of operations.
As a practical expedient, the Company uses Net Asset Value (“NAV”) or its equivalent to measure the fair value of its certain fund investment. The Company’s investments valued at NAV as a practical expedient are
private equity funds, which represent the investment in equity security on the unaudited condensed consolidated balance sheet. The Company evaluates whether NAV remains representative of fair value at each reporting date, considering, among other
factors, liquidity restrictions, the financial condition of the investee, and the ability to realize returns. Adjustments may be required to reflect the specific characteristics that market participants would consider in pricing the investment.
33
Table of Contents
Revenue recognition
The Company recognizes revenue when goods or services are transferred to customers in an amount that reflects the consideration which it expects to receive in exchange for those goods or services. In determining when
and how revenue is recognized from contracts with customers, the Company performs the following five-step analysis: (i) identification of a contract with the customer; (ii) determination of performance obligations; (iii) measurement of the
transaction price; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.
The Company generates revenue primarily through sales of light-duty ECVs, sales of ECV parts, and sales of off-road electric vehicles.
The promised warranty does not provide the clients with a service in addition to the assurance that the product complies with agreed-upon contract specifications and is considered an assurance warranty. The warranty is
not considered separate performance obligations and no revenue is associated with these services under ASC 606. Historically, the Company has not experienced material costs for quality assurance and, therefore, does not believe an accrual for these
costs is necessary.
Revenue is recognized upon the satisfaction of its performance obligation (upon transfer of control of promised goods or services to customers) in an amount that reflects the consideration to which the Company expects
to be entitled to in exchange for those goods or services, excluding amounts collected on behalf of third parties (for example, value added taxes).
The Company acts as a principal in the revenue generating process and should recognize revenue on a gross basis. Revenues are measured as the amount of consideration the Company expects to receive in exchange for
transferring products to customers. The transaction price is generally fixed as specified in the contracts. The Company’s contracts do not include explicit rights of return, and variable consideration is not significant.
All transactions are settled in cash within the normal credit period, and there is no financing component.
Shipping, handling costs and freight-out expenses for product shipments that occur prior to the customer obtaining control of the goods are accounted for as fulfilment costs rather than separate performance obligations
and are recorded as selling and marketing expenses. These costs primarily include domestic transportation and other logistics expenses incurred prior to export under EXW, FOB or FCA arrangements, or costs incurred before delivery to customers.
The following table disaggregated the Company’s revenues by product line for the three months ended March 31, 2026 and 2025:
|
For the Three Months Ended March 31,
|
||||||||
|
2026
|
2025
|
|||||||
|
(Unaudited)
|
(Unaudited)
|
|||||||
|
Vehicles sales
|
$
|
601,523
|
$
|
1,837,054
|
||||
|
Spare-parts sales
|
565,212
|
242,276
|
||||||
|
Other service income
|
32,739
|
160,980
|
||||||
|
Net revenues
|
1,199,474
|
2,240,310
|
||||||
|
Less: Net revenues, discontinued operation
|
12,686
|
(97,252
|
)
|
|||||
|
Net revenues, continuing operation
|
$
|
1,212,160
|
$
|
2,143,058
|
||||
The Company’s revenues are primarily derived from America, Europe and Asia. The following table set forth disaggregation of revenue by customer location.
|
For the Three Months Ended March 31,
|
||||||||
|
2026
|
2025
|
|||||||
|
(Unaudited)
|
(Unaudited)
|
|||||||
|
Primary geographical markets
|
||||||||
|
Asia
|
$
|
665,073
|
$
|
1,174,031
|
||||
|
Europe
|
344,174
|
803,269
|
||||||
|
America
|
70,714
|
263,010
|
||||||
|
Others
|
119,513
|
-
|
||||||
|
Net revenues
|
1,199,474
|
2,240,310
|
||||||
|
Less: Net revenues, discontinued operation
|
12,686
|
(97,252
|
)
|
|||||
|
Net revenues, continuing operation
|
$
|
1,212,160
|
$
|
2,143,058
|
||||
34
Table of Contents
Contract Balances
Timing of revenue recognition was once the Company has determined that the customer has obtained control over the product. Accounts receivable represent revenue recognized for the amounts invoiced and/or prior to
invoicing when the Company has satisfied its performance obligation and has an unconditional right to the payment.
Contract liabilities primarily represent the Company’s obligation to transfer additional goods or services to a customer for which the Company has received consideration. The consideration received remains a
contractual liability until goods or services have been provided to the customer. For the three months ended March 31, 2026 and 2025, the Company recognized $89,620 and $374,384 revenue that was included in contract liabilities as of January 1, 2026
and 2025, respectively.
The following table provided information about receivables and contract liabilities from contracts with customers:
|
March 31,
2026
|
December 31,
2025
|
|||||||
|
(Unaudited)
|
||||||||
|
Accounts receivable, net
|
$
|
1,292,669
|
$
|
1,426,094
|
||||
|
Less: accounts receivable, net, held for discontinued operation
|
(108,905
|
)
|
(144,856
|
)
|
||||
|
Accounts receivable, net, held for continuing operation
|
1,183,764
|
1,281,238
|
||||||
|
Contract liabilities
|
$
|
4,505,362
|
$
|
3,106,185
|
||||
|
Less: contract liabilities, held for discontinued operation
|
(83,069
|
)
|
(84,641
|
)
|
||||
|
Contract liabilities, held for continuing operation
|
4,422,293
|
3,021,544
|
||||||
Recently issued accounting standards pronouncement
The Company is an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, EGC can delay adopting new or revised accounting standards issued
subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. As a result, the Company’s operating results and financial statements may not be comparable to the operating results and financial statements
of other companies who have adopted the new or revised accounting standards.
In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses. This new guidance is designed to improve the disclosures about the types of
expenses, including employee compensation, depreciation, and amortization, and costs incurred related to inventory and manufacturing activities. In January 2025, the FASB issued ASU No. 2025-01 to clarify certain provisions of ASU 2024-03, including
its effective date and transition guidance. As clarified, the amendments in ASU 2024-03 are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. The guidance
should be applied prospectively, with an option for retrospective application. Early adoption is permitted. The Company is currently assessing the impact that adopting this new accounting standard will have on its unaudited condensed consolidated
financial statements.
In July 2025, the FASB issued ASU 2025-05, which amends ASC 326-20 to address the measurement of expected credit losses for current accounts receivable and current contract assets arising from transactions accounted
for under ASC 606. The update introduces a practical expedient available to all entities and an accounting policy election specifically for non-public business entities that adopt the practical expedient, aiming to simplify and reduce the cost
complexity associated with estimating expected credit losses for such financial assets. The guidance was developed in conjunction with the Private Company Council to respond to stakeholder concerns regarding the burdens of existing credit loss
estimation requirements for these transactions. The Company is currently assessing the impact that adopting this new accounting standard will have on its unaudited condensed consolidated financial statements. The Company is currently evaluating the
impact of adopting this standard on its unaudited condensed consolidated financial statements and related disclosures and expects to adopt the guidance in its fiscal year beginning January 1, 2027.
Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed
consolidated balance sheets, statements of operations and comprehensive loss and statements of cash flows.
35
Table of Contents
| ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
As a smaller reporting company as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is not required to provide the information required
by this item.
| ITEM 4. |
CONTROLS AND PROCEDURES
|
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Roles 12a-15(e) or 15d-15(e) under the Exchange Act) designed to ensure that information required to be disclosed by us in the reports
that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our
Chief Executive Officer (“CEO”) and acting Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.
36
Table of Contents
Material Weaknesses in Internal Control over Financial Reporting
There are inherent limitations on the effectiveness of any system of internal controls and procedures, including the possibility of human error and the circumvention or overriding of the controls
and procedures. Accordingly, even effective internal controls and procedures can only provide reasonable assurance of achieving their control objectives.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the
annual or interim financial statements will not be prevented or detected on a timely basis.
Our management, with the participation of our CEO and acting CFO, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2026, as required by paragraph (b) of Rules 13a-15 or 15d-15
under the Exchange Act. Based on this evaluation, management concluded that the Company’s disclosure controls and procedures was not effective as of March 31, 2026, due to material weaknesses in the Company’s internal control over financial
reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) that have been previously identified but continue to exist. See Part II, Item 9A of the 2025 Form 10-K for additional information.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the first quarter of fiscal 2026 that have materially affected, or are reasonably likely to
materially affect, the Company’s internal control over financial reporting.
Remediation
As previously described in Part II, Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, we began implementing a remediation plan to address the material weakness
mentioned above. The weakness will not be considered remediated, until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. While management has
taken steps to remediate these control weaknesses, the material weaknesses are still unresolved. Consequently, our internal control over financial reporting was not effective as of March 31, 2026.
Unless and until these material weaknesses are remediated, or if new material weaknesses arise in the future, material misstatements could occur and go undetected in our interim or annual
Consolidated Financial Statements, and we may be required to restate our financial statements. In addition, we may experience delays in satisfying our reporting obligations or to comply with United States Securities and Exchange Commission rules and
regulations, which could result in, among other things, regulatory or enforcement actions, securities litigation, limitations on our ability to access capital markets, debt rating agency downgrades or rating withdrawals, or loss in confidence of our
investors, any one of which could adversely affect the valuation of our common stock and our business prospects. We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weaknesses identified
or that any additional material weaknesses will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting.
PART II
| ITEM 1. |
LEGAL PROCEEDINGS
|
The Company may be involved in various legal proceedings, claims and other disputes arising from the commercial operations, projects, employees and other matters which, in general, are subject to
uncertainties and in which the outcomes are not predictable. The Company determines whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. Although the outcomes
of these legal proceedings cannot be predicted, the Company does not believe these actions, in the aggregate, will have a material adverse impact on its financial position, results of operations or liquidity. Please refer to the description as
contained in “Item 8 Financial Statements and Supplementary Data” on page F-1 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and the information described below.
37
Table of Contents
On July 22, 2022, Xiongjian Chen (“Plaintiff”) filed a complaint against Cenntro Electric Group Limited (“CENN”), Cenntro Automotive Group Limited (“CAG”), Cenntro Enterprise Limited (“CEL”) and
Peter Z. Wang (“Wang,” together with CENN, CAG and CEL, the “Defendants”) in the United States District Court for the District of New Jersey. The complaint alleges eleven causes of action sounding in contract and tort against the Defendants, all
pertaining to stock options issued to Mr. Chen pursuant to his employment as Chief Operating Officer of CAG. With respect to the four contract claims, Plaintiff alleges breach of contract claims pertaining to an employment agreement between Plaintiff
and CAG and a purported letter agreement between Plaintiff and CEL. With respect to the seven tort claims, Plaintiff alleges claims regarding purported misrepresentations and promises made concerning the treatment of Plaintiff’s stock options upon a
corporate transaction, including claims for tortious interference, fraud, promissory estoppel, negligent misrepresentation, unjust enrichment and conversion. The complaint seeks, among other things, money damages (including compensatory and
consequential damages) in the amount of $19 million, plus interest, attorneys’ fees and expenses. Defendants moved to dismiss the complaint against all Defendants for failure to state a claim and for lack of personal jurisdiction over defendants CAG
and CEL. On April 30, 2023, the District Court dismissed the claims against CAG and CEL for lack of personal jurisdiction. In addition, the District Court dismissed all the claims against Wang and CENN without prejudice and permitted the Plaintiff to
amend his complaint within 30 days to address the deficiencies in his claims against Wang and CENN. On May 28, 2023, Plaintiff filed an amended complaint. On July 20, 2023 the Defendants filed a motion seeking the dismissal of that amended complaint.
On September 22, 2023, the Plaintiff filed to oppose our Motion to Dismiss and Motion to Strike. The Defendants filed our reply briefs by the deadline on November 9, 2023. On January 25, 2024, the Magistrate Judge entered an Order granting
Plaintiff’s Motion to Amend and denying our Motion to Strike as moot. On November 12, 2024, District Court issued an Order, dismissing Plaintiff’s all claims except with respect to the promissory estoppel claim against Peter Wang. On November 26,
2024, the defendants filed a Motion for Reconsideration of the Court’s denial of Cenntro’s Motion to Dismiss Plaintiff’s promissory estoppel claim against Peter Wang. Concurrently, on same date Plaintiff moved for reconsideration of the Court’s
decision to dismiss the case as against CAG for lack of personal jurisdiction. On December 30, 2024, the Defendant filed a Reply in Further Support of Peter Wang’s Motion for Reconsideration, which, in accordance with the Court’s practices, was filed
as part of a Motion for Leave to File a Reply Brief, against which the Plaintiff filed an Opposition on January 17, 2025. On May 30, 2025, the Court issued an order denying both sides’ respective motions for reconsideration. On June 10, 2025,
Plaintiff’s counsel informed the Company that they do not intend to file a second amended complaint, which we believe means that CAC, CAG, CEL and CENN will be dismissed from the case; and that the case will proceed to discovery solely on Plaintiff’s
one claim against Wang for promissory estoppel. On July 14, 2025, Wang filed his answer to Plaintiff’s first amended complaint. At the in-person conference on August 19, 2025, the Court ordered deadlines for completing various stages of discovery in
the case, with May 15, 2026 being the deadline for all fact discovery. We anticipate remote financial consequences will be incurred by the Company.
On July 3, 2025, Cenntro Electric Group (Europe) GmbH (“CEGE”) demanded the return of a EUR 180,000 rental deposit from its former landlord following the termination of a commercial lease on
December 31, 2024. Without response from the landlord, CEGE initiated legal proceedings on July 22, 2025, by filing an online payment order (Mahnantrag) with the District Court of Hünfeld, claiming the full deposit amount, statutory interest, and
legal fees. On August 4, 2025 the Landlord submitted objection to the default summons. CEGE is currently working on its further action.
On January 2, 2024, MHP Americas, Inc. (“MHP”), through counsel, sent a letter to Cenntro Electric Group Limited (“Cenntro”) demanding payment allegedly owed by Cenntro to MHP in the amount of
$1,767,516.91 for unpaid invoices and $3,289,500 for total contract invoices and milestone payments for alleged breaches in connection with the parties’ August 8, 2022, Master Consulting Services Agreement and/or March 9, 2023, Statement of Work. On
January 12, 2024, Cenntro, through counsel, responded to the letter denying any breach and disputing the amounts claimed.
On April 10, 2024, CEGL filed a lawsuit against MHP Americas, Inc. (“MHP”) for breach under the Master Consulting Services Agreement and SAP S/4HANA SOW by failure to properly implement the SAP S/4HANA globally as
set forth in those contracts, and for breach of implied covenants of good faith and fair dealing, causing Cenntro to suffer significant damages; and demanded a jury trial on all issues which are triable. Under this claim, CEGL is seeking for a
remittance of $512,226 paid to date and a recission of the remaining contract with MHP. The litigation was removed to Federal Court on May 7, 2024 where it is pending. At the time of this report, discovery has been completed. Mediation is schedule
on November 19, 2025. The mediation scheduled for November 19, 2025 proceeded with counsel representing the Company. No agreement was reached during the mediation session and the parties did not engage in substantive settlement discussions. As of
the date of this Report, no further mediation sessions have been scheduled and the parties have not yet agreed on the next procedural steps. The case remains pending before the Court.
38
Table of Contents
On March 28, 2025 BAL Freeway Associates, LLC filed an Unlawful Detainer against Cenntro Automotive Corporation alleging non-payment of rents for commercial leased property in San Bernadino County,
Ontario, CA. At the time of this report negotiations between parties have been culminated in a partial settlement with possession begin restored to BAL Freeway Associates on May 31, 2025, and the issue of damages remains outstanding. On June 18,
2025, BAL Freeway filed a First Amended Complaint for Damages for Breach of Contract, seeking full damages resulting from the alleged breach of the Lease, claiming total losses no lower than $4,400,000. Negotiations are ongoing at this stage of the
reclassified Civil Matter.
On April 16, 2025, Shenzhen Jiangxin Automation Technology Co., Ltd. (“Jiangxin”) filed a lawsuit with the People’s Court of Yuhang District, Hangzhou, against Hangzhou Ronda Tech Co., Limited
(“Ronda”), seeking payment of equipment purchase price totaling RMB 170,555 plus accrued interest. Jiangxin claims that Ronda has failed to pay the remaining balance due under three Equipment Purchase Agreements signed during 2021 and 2022. On
September 26, 2025, Ronda submitted its defense and counterclaim, asserting that Jiangxin had not fulfilled its contractual obligations, including the delivery of complete technical documents, installation and test run, and therefore the conditions
for payment had not been satisfied. Ronda also reserved the right to terminate the agreements and seek a full refund of all payments made. The case remains pending before the court.
On December 2 2025, Wuxi Hefu Metal Products Technology Co., Ltd. (“Hefu”) filed a lawsuit with the People’s Court of Yuhang District, Hangzhou, against Hangzhou Ronda Tech Co., Limited (“Ronda”), seeking payment of
mold development fees totaling RMB 476,314.2 plus accrued interest. Hefu alleges that under the Automotive Parts Product Development Agreement and its supplementary agreement signed on September 20, 2022, it completed the development and delivery
of the molds in accordance with the contractual requirements, but Ronda failed to pay the remaining balance of the mold development fees. Hefu further applied for property preservation, and on December 15, 2025, the court issued a ruling to freeze
Ronda’s bank deposits in the amount of RMB 476,314.2 or seize other assets of equivalent value. On January 5, 2026, Ronda filed a counterclaim against Hefu, seeking the return of previously paid mold development fees of RMB 730,680, plus interest,
alleging that Hefu’s products had quality issues and failed to satisfy the contractual requirements. On January 7, 2026, the court organized a pre-trial mediation between the parties. On March 25, 2026, the court held a hearing. On April 22, 2026,
the court issued a first-instance judgment ordering Ronda to pay Hefu RMB 476,314.20 in mold fees, plus overdue payment interest from December 11, 2025 until full payment, and rejected all of Ronda’s counterclaims. On May 6, 2026, Ronda filed an
appeal seeking reversal of the first-instance judgment and support for its counterclaim for the return of previously paid mold development fees of RMB 730,680, plus interest. The appeal remains pending.
On March 4, 2026, American Quartz Group, Inc. (“AQGI”) filed an Unlawful Detainer action against Bison Motors Inc. (“Bison”) seeking possession of the premises. Bison subsequently filed a demurrer
in response. On March 25, 2026, Bison filed a separate complaint against AQGI asserting claims including forcible detainer and conversion, seeking restoration of possession, return of inventory, and damages. On April 2, 2026, AQGI dismissed the
Unlawful Detainer action. Bison’s separate action against AQGI remains pending, and Bison subsequently filed an ex parte application for temporary injunctive relief to restore its access to and use of the premises. The hearing on Bison’s ex parte
application was continued to May 12, 2026, and the parties were directed to meet and confer.
On October 24, 2025, Ride Man LLC (“Ride Man”) filed a civil complaint against Cenntro Automotive Corporation and Cenntro, Inc. (collectively, the “Company”) in the Superior Court of New Jersey,
Ocean County, alleging breach of warranty and violations of the New Jersey Consumer Fraud Act in connection with the purchase of certain commercial electric vehicles. Ride Man alleges that four Logistar 400 vehicles purchased from the Company were
defective and failed to perform as warranted, and that the Company did not fulfill its repair and warranty obligations. The complaint seeks rescission of the purchase, refund of the purchase price, and recovery of related damages and costs. On April
29, 2026, Ride Man filed a request for entry of default against Cenntro, Inc., alleging that Cenntro, Inc. had not filed an answer after service of the complaint. As of the date of this report, no default judgment has been entered.
39
Table of Contents
| ITEM 1A. |
RISK FACTORS
|
You should carefully consider the risks discussed in the section entitled “Risk Factors” in Part 1, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which
could materially affect our business, financial condition, or future results. The risks described in the Form 10-K are not the only risks facing the company. Additional risks and uncertainties not currently known to us or that we do not currently
deem material, may also materially adversely affect our business, results of operations, cash flows, and financial position.
| ITEM 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
There have been no sales of unregistered equity securities that we have not previously disclosed in filings with the U.S. Securities and Exchange Commission.
| ITEM 3. |
DEFAULTS UPON SENIOR SECURITIES
|
None.
| ITEM 4. |
MINE SAFETY DISCLOSURES
|
Not applicable.
| ITEM 5. |
OTHER INFORMATION
|
Trading Arrangements of Section 16 Reporting Persons.
During the quarter ended March 31, 2026, no person who is required to file reports pursuant to Section 16(a) of the Securities and Exchange Act of 1934, as amended, with respect to holdings of, and transactions in, the Company’s common shares (i.e. directors and certain officers of the Company) maintained, adopted terminated
| ITEM 6. |
Exhibits
|
EXHIBIT INDEX
|
Exhibit
No.
|
Description of Exhibit
|
|
| 31.1* |
Certification of Principal Executive Officer required by Rule 13a-14(a).
|
|
| 31.2* |
Certification of Principal Financial Officer required by Rule 13a-14(a).
|
|
| 32.1** |
Certification required by Section 1350 of Chapter 63 of Title 18 of the United States Code.
|
|
|
101.
|
INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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 Exhibits 101)
|
|
*
|
Filed herewith.
|
|
**
|
Furnished herewith.
|
40
Table of Contents
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.
|
CENNTRO INC.
|
||
|
Dated: May 14, 2026.
|
||
|
CENNTRO INC.
|
||
|
By:
|
/s/ Peter Z. Wang
|
|
|
Peter Z. Wang
|
||
|
Chief Executive Officer
|
||
|
(Principal Executive Officer)
|
||
|
By:
|
/s/ Edward Ye
|
|
|
Edward Ye
|
||
|
Acting Chief Financial Officer
|
||
|
(Principal Accounting Officer)
|
||
41
FAQ
How did Cenntro Inc. (CENN) perform financially in Q1 2026?
Cenntro Inc. reported a net loss attributable to shareholders of $3,908,099 for Q1 2026. Net revenues from continuing operations were $1,212,160, and total comprehensive loss to shareholders was $3,401,220, reflecting ongoing operating losses despite lower expenses.
What were Cenntro Inc. (CENN) revenues from continuing operations in Q1 2026?
Net revenues from continuing operations were $1,212,160 in Q1 2026. This compares to $2,143,058 in the prior-year quarter, with vehicle sales, spare parts and other service income as the main contributors across Asia, Europe, America and other regions.
What was Cenntro Inc. (CENN) loss per share in Q1 2026?
Net loss per common share, basic and diluted, was $2.66 for Q1 2026. This reflects a net loss attributable to shareholders of $3,908,099 and a weighted average of 1,465,214 basic and diluted shares outstanding after giving effect to the 1-for-60 reverse stock split.
How strong was Cenntro Inc. (CENN) liquidity at March 31, 2026?
At March 31, 2026, Cenntro Inc. had cash and cash equivalents of $3,613,841 and total cash, cash equivalents and restricted cash of $3,727,561. Total current assets were $44,951,435 versus current liabilities of $26,579,175, indicating a positive current asset position.
What impact did discontinued European operations have on Cenntro Inc. (CENN) in Q1 2026?
Discontinued European operations generated income of $139,785 net of tax in Q1 2026. Related assets of $2,476,107 and liabilities of $2,063,698 were classified as held for sale, reflecting Cenntro’s strategic shift away from certain European subsidiaries.
What major capital structure changes did Cenntro Inc. (CENN) report for 2026?
Cenntro Inc. implemented a 1-for-60 reverse stock split effective April 13, 2026. Every 60 shares of common stock were combined into one share, with fractional shares rounded up, and all historical share and per-share data were retrospectively adjusted in the financial statements.