Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Attached as Exhibit 99.1 to this report is the unaudited interim condensed consolidated financial statements of Creative Global Technology Holdings Limited (the “Company”) as of and for the six-month period ended March 31, 2026.
Attached as Exhibit 99.2 to this report is certain supplementary financial information relating to the six-month period ended March 31, 2026 of the Company.
This Form 6-K is hereby incorporated by reference into the registration statement of the Company on Form S-8 (Registration Number 333-284400), to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
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.
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE SIX-MONTH PERIOD ENDED MARCH 31, 2026
First Half Financial Results for Fiscal 2026 Compared to First Half
Financial Results for Fiscal 2025
| ● | Revenues were $18.4 million for the six months ended March 31, 2026, a 50.3% increase from $12.2 million for the six months ended
March 31, 2025; |
| | | |
| ● | Gross loss was $3.8 million for the six months ended March 31, 2026, or -20.5% of revenues, compared to a gross profit of $1.5 million,
or 12.6% of revenues for the six months ended March 31, 2025; |
| | | |
| ● | Net loss was $3.8 million for the six months ended March 31, 2026, compared to a net loss of $15.3 million for the six months ended
March 31, 2025; |
| | | |
| ● | Basic and diluted loss per share (“EPS”) was $2.19 for the six months ended March 31, 2026, compared to $10.70 for the
six months ended March 31, 2025; and |
| | | |
| ● | Cash and cash equivalents were $0.5 million as of March 31, 2026, a 166.6% increase from $0.2 million as of September 30, 2025. |
Unaudited Financial Results for the Six Months Ended March 31, 2026
and 2025 all in US$
| | |
2026 | | |
2025 | | |
Change | | |
Change | |
| Selected Consolidated Statements of Operations | |
| | | |
| | | |
| | | |
| | |
| Revenues | |
$ | 18,413,179 | | |
$ | 12,248,499 | | |
$ | (6,164,680 | ) | |
| 50.3 | % |
| Cost of revenues | |
| (22,188,832 | ) | |
| (10,700,185 | ) | |
| (11,488,647 | ) | |
| 107.4 | % |
| Gross profit | |
| (3,775,653 | ) | |
| 1,548,314 | | |
| (5,323,967 | ) | |
| (343.9 | )% |
| Selling and marketing expenses | |
| (10,097 | ) | |
| (15,429 | ) | |
| 5,332 | | |
| (34.6 | )% |
| General and administrative expenses | |
| (669,909 | ) | |
| (885,228 | ) | |
| 215,319 | | |
| (24.3 | )% |
| Share-based compensation | |
| - | | |
| (15,776,500 | ) | |
| 15,776,500 | | |
| - | % |
| Total operating expenses | |
| (680,006 | ) | |
| (16,677,157 | ) | |
| 15,997,151 | | |
| (95.9 | )% |
| Loss from operations | |
| (4,455,659 | ) | |
| (15,128,843 | ) | |
| 10,673,184 | | |
| (70.6 | )% |
| Total other income (expenses), net | |
| (2,506 | ) | |
| 11,367 | | |
| (13,873 | ) | |
| (122.1 | )% |
| Loss before provision for income taxes | |
| (4,458,165 | ) | |
| (15,117,476 | ) | |
| 10,659,311 | | |
| (70.5 | )% |
| Provision for income taxes | |
| 700,850 | | |
| (142,362 | ) | |
| 843,212 | | |
| (592.3 | )% |
| Net loss | |
$ | (3,757,315 | ) | |
$ | (15,259,838 | ) | |
$ | 11,502,523 | | |
| (75.4 | )% |
Revenues
(i) Revenue
by sales category for the six months ended March 31, 2026 and 2025:
| | |
2026 | | |
2025 | |
| Wholesale of pre-owned consumer electronic devices | |
$ | 18,390,482 | | |
| 99.9 | % | |
$ | 12,227,493 | | |
| 99.8 | % |
| Retail sales of pre-owned consumer electronic devices | |
| 18,826 | | |
| 0.1 | % | |
| 21,006 | | |
| 0.2 | % |
| Rental sales of pre-owned consumer electronic devices | |
| 3,871 | | |
| 0.0 | % | |
| - | | |
| - | % |
| | |
$ | 18,413,179 | | |
| 100.0 | % | |
$ | 12,248,499 | | |
| 100.0 | % |
(ii) Revenue
by product category for the six months ended March 31, 2026 and 2025:
| | |
2026 | | |
2025 | |
| Smartphones | |
$ | 14,794,553 | | |
| 80.4 | % | |
$ | 4,925,821 | | |
| 40.2 | % |
| Tablets | |
| 356,913 | | |
| 1.9 | % | |
| 804,128 | | |
| 6.6 | % |
| Laptops and other | |
| 3,257,842 | | |
| 17.7 | % | |
| 6,518,550 | | |
| 53.2 | % |
| Rental | |
| 3,871 | | |
| 0.0 | % | |
| - | | |
| - | % |
| Total | |
$ | 18,413,179 | | |
| 100.0 | % | |
$ | 12,248,499 | | |
| 100.0 | % |
For the six months ended March 31, 2026 and 2025,
total revenue was US$18.4 million and US$12.2 million. The increase was mainly due to the increase in wholesale revenue from US$12.2 million
in the six months ended March 31, 2025 to US$18.4 million in the six months ended March 31, 2026, as a result of the Company’s inventory
destocking strategy and increase in shipment volume.
Smartphones
For the six months ended March 31, 2026 and 2025,
revenue from smartphone sales was 80.4% and 40.2% of our total revenue, respectively. The increase was mainly due to the impact of eSIM
market factors, pursuant to which the Company adopted a proactive destocking strategy and increased its shipment volume, thereby driving
an increase in revenue from this product category as compared to the prior period.
Tablets
For the six months ended March 31, 2026 and 2025,
revenue from tablet sales accounted for 1.9% and 6.6% of our total revenue, respectively, a 55.6% decrease in tablet revenue compared
to the prior period. As the Company’s inventory is primarily comprised of pre-owned smartphones, its destocking efforts during the
period were concentrated on the smartphone category, and the Company did not undertake significant destocking activities in the tablet
category.
Laptops and other
For the six months ended March 31, 2026 and 2025,
revenue from laptops and other sales was 17.7% and 53.2% of our total revenue, respectively. The decrease was not attributable to any
active destocking measures taken by the Company with respect to this category; rather, as the Company’s inventory is primarily comprised
of smartphones, its strategic resources and destocking efforts during the period were concentrated on the smartphone category, resulting
in a comparatively lower contribution from laptops and other sales to total revenue.
Rental
For the six months ended March 31, 2026, the Company
resumed rental operations of pre-owned consumer electronic devices, representing a revenue stream that was not present in the six months
ended March 31, 2025. This business remains non-recurring in nature and accounted for less than 0.1% of the Company’s total revenue
during the six months ended March 31, 2026.
Cost of Revenues and gross profit
Cost of revenues mainly consists of procurement
cost of the pre-owned consumer electronic devices. For the six months ended March 31, 2026 and 2025, the cost of revenues
was US$22.2 million and US$10.7million, respectively.
Profit margin and gross profit was:
| | |
Six Months Ended March 31, (in US$) | |
| | |
2026 | | |
2025 | |
| | |
Deficit
(Loss) | | |
Profit
Margin | | |
Gross
Profit | | |
Profit
Margin | |
| Smartphones | |
$ | (2,956,851 | ) | |
| (20.0 | )% | |
$ | 528,541 | | |
| 10.7 | % |
| Tablets | |
| (94,873 | ) | |
| (26.6 | )% | |
| 116,024 | | |
| 14.4 | % |
| Laptops and other | |
| (726,839 | ) | |
| (22.3 | )% | |
| 903,749 | | |
| 13.9 | % |
| Rental | |
| 2,909 | | |
| 75.2 | % | |
| - | | |
| - | % |
| Total | |
$ | (3,775,653 | ) | |
| (20.5 | )% | |
$ | 1,548,314 | | |
| 12.6 | % |
Gross loss for the six months ended March 31, 2026 was US$3.8 million
and gross profit for the six months ended March 31, 2025 was US$1.5 million, a loss of 20.5% and a gain of 12.6% of revenue for the corresponding
periods. The shift to a gross loss was attributable to all three core product categories — Smartphones, Tablets, and Laptops and
other — with gross margin decreasing from gain of 10.7% to a loss of 20.0%, 14.4% to a loss of 26.6%, and 13.9% to a loss of 22.3%,
respectively. This was primarily due to a temporary, phased inventory destocking strategy adopted in response to evolving eSIM-related
market conditions, together with the disposal of certain aging inventory across product categories, under which the Company sold inventory
at reduced prices to recover cash. The impact was further amplified as Smartphones revenue rose from 40.2% to 80.35% of total revenue.
This was partially offset by the Company’s new rental business,
which generated a 75.2% gross margin but remained immaterial given its US$2,909 contribution. The Company expects the destocking strategy
to be temporary, with gross margins improving as affected inventory is liquidated.
Inventories
Inventories consist primarily of pre-owned smartphones, tablets, laptops
and other consumer electronic devices and are stated at the lower of cost and net realizable value.
As of March 31, 2026, the Company had gross inventories of approximately
US$8.936 million and recognized inventory write-downs of approximately US$2.082 million, resulting in inventories, net of approximately
US$6.854 million. The write-downs primarily related to certain aging and slow-moving inventory for which the estimated net realizable
value was below cost. The assessment reflected prevailing market conditions, estimated selling prices and the Company’s inventory
destocking activities, including the sale of certain inventory at reduced prices. The related write-downs were recognized in cost of revenues.
The inventory write-down of approximately US$0.105 million recognized
as of September 30, 2025 related to inventory that was subsequently sold during the six months ended March 31, 2026. Accordingly, such
amount was not included in the inventories, net balance as of March 31, 2026.
Selling and marketing expenses
For the six months ended March 31, 2026 and 2025,
selling and marketing expenses were US$10,097 and US$15,429, respectively. The decrease was mainly due to lower staff cost.
General and administrative expenses
For the six months ended March 31, 2026 and 2025,
G&A expenses were US$669,909 and US$885,228, respectively, mainly comprising staff cost for G&A purposes. The decrease was primarily
due to lower listing-related and consultancy expenses, as well as the absence of one-time business and entertainment expenses associated
with the Nasdaq bell-ringing ceremony incurred during the six months ended March 31, 2025, partially offset by an increase in auditor
remuneration and legal and professional fees during the six months ended March 31, 2026.
Share-based compensation
For the six months ended March 31, 2026 and 2025, Share-based compensation
was US$0 and US$15,776,500, respectively. On January 17, 2025, the Company adopted a 2024 Stock Incentive Plan. Under the Plan, the maximum
number of Ordinary Shares that may be issued pursuant to the awards was 4,287,500 Ordinary Shares. As of March 19, 2025, the Company had
issued and granted a total of 4,287,500 Ordinary Shares under the Plan, with a total value of $15,776,500. No further awards were granted
under the Plan during the six months ended March 31, 2026.
Other net income (expenses), net
Other net income (expenses) mainly includes government
grants, interest income and realized exchange gain (loss). For the six months ended March 31, 2026 and 2025, other net expenses was US$2,506
and other net income was US$11,367, respectively. The change was primarily due to a decrease in government grants received and a realized
exchange loss recorded during the six months ended March 31, 2026, as compared to a realized exchange gain during the six months ended
March 31, 2025.
Net loss
Our net loss for the six months ended March 31,
2026 and 2025 was US$3.8 million and US$15.3 million, respectively, representing a decrease in net loss of US$11.5 million. The decrease
was mainly due to the absence of the one-time share-based compensation expense of US$15.8 million recognized during the six months ended
March 31, 2025, and an income tax benefit recognized during the six months ended March 31, 2026, partially offset by the gross loss recorded
during the six months ended March 31, 2026.
Loss per Share - Basic and Diluted
Loss per basic and diluted share for the six months ended March 31,
2026 was $2.19, compared to $10.70 for the comparable period of 2025.
Liquidity and Capital Resources
As of March 31, 2026, we had cash and cash equivalents
of US$0.5 million, compared to US$0.2 million as of September 30, 2025. The increase was primarily attributable to net cash provided by
operating activities of US$0.4 million, partially offset by an unfavorable effect of exchange rate changes on cash and cash equivalents
of US$0.1 million during the six months ended March 31, 2026.
As of March 31, 2026, our total current assets
were US$13.8 million, including US$0.5 million in cash and cash equivalents, US$6.4 million in prepayments, other receivables and other
current assets, and US$6.9 million in inventory. Our current liabilities totaled US$0.3 million, comprising primarily US$0.1 million in
tax payable, US$0.1 million in other payables and accrued liabilities, and US$0.1 million in lease liabilities – current. This resulted
in working capital of US$13.5 million and a current ratio of 46.7 to 1. The level of working capital is sufficient to support our near-term
operational and financial obligations.
Our management believes the Company can effectively
address its primary liquidity requirements through the use of cash reserves, operating cash flows, and access to short-term credit facilities.
Cash Flows
The following summarizes the key components of our cash flows for the
six months ended March 31, 2026, and 2025:
Operating Activities
During the six months ended March 31, 2026 and
2025, cash flows from operating activities were primarily generated from revenue from the sale of pre-owned electronic devices, whereas
cash outflows for our operating activities mainly comprised the purchase of pre-owned electronic devices, shipping costs, staff costs
and administrative expenses.
Our net cash provided by (used in) operating activities
is primarily derived from net income (loss), as adjusted for items such as depreciation and amortization, and the effects of changes in
operating assets and liabilities such as an increase or decrease in inventories, accounts receivable, prepayments and other receivables,
tax payable, other payables and accruals, right-of-use assets and lease obligations.
For the six months ended March 31, 2026, our net
cash provided by operating activities was US$0.4 million, compared to net cash used in operating activities of US$4.8 million for the
comparable period in 2025, an improvement of US$5.2 million. The improvement was primarily driven by a US$7.9 million decrease in inventories
as a result of the Company’s inventory destocking strategy, which more than offset the net loss for the period and an increase of
US$3.0 million in prepayments, other receivables and other current assets.
For the six months ended March 31, 2025, our
net cash used in operating activities was US$4.8 million, which was primarily driven by favorable changes in working capital, including
a US$10.5 million reduction in accounts receivable, which more than offset the impact of the increase in prepayments, other receivables
and other current assets and inventory and the net loss during the period.
Investing Activities
Our cash flows used in investing activities consisted
of the purchases of property, plant and equipment.
For the six months ended March 31, 2026 and 2025,
no cash was used for the purchase of property, plant and equipment.
Financing Activities
Our cash flows from financing activities consisted of (i) proceeds
from the IPO; and (ii) payments for deferred offering costs.
For the six months ended March 31, 2026, we had
no cash flows from financing activities.
For the six months ended March 31, 2025, net cash
provided by financing activities was US$4.6 million, due to the net effect of (i) proceeds from IPO of US$4.9 million; and (ii) payments
of deferred offering costs of US$0.3 million.
Capital Expenditures
The Company had no capital expenditures for the
six months ended March 31, 2026 and 2025. Management intends to fund future capital expenditures, which are expected to primarily consist
of purchases of property and equipment, from working capital. The Company will continue to make capital expenditures as appropriate to
support its business growth.
Subsequent Events
1. Extraordinary General Meeting and Shareholders’
Approval
On June 12, 2026, the Company held an Extraordinary
General Meeting of Shareholders (the “EGM”) and a separate meeting of the holders of Class B ordinary shares (the “Class
B Meeting”). Holders representing approximately 95.39% of the total voting power of the Company’s outstanding shares were
present in person or by proxy, and 100% of the Class B ordinary shares were represented at the Class B Meeting. At these meetings, the
shareholders approved all proposed resolutions, including:
| (i) | Increasing the voting rights attached to each Class B ordinary
share from twenty (20) votes to one hundred (100) votes per share; |
| | | |
| (ii) | Increasing the Company’s authorized share capital from
US$2,000,000 to US$90,000,000; |
| | | |
| (iii) | Reducing the par value of each ordinary share from US$0.001
to US$0.00001, with the resulting amount credited to the Company’s share premium account; |
| | | |
| (iv) | Adopting the Third Amended and Restated Memorandum and Articles
of Association (the “Third M&A”) to reflect the aforementioned changes; and |
| | | |
| (v) | Authorizing the Board of Directors (the “Board”)
to effect up to five share consolidations of the Company’s ordinary shares at a ratio of up to 1-for-1,500, at its discretion within
two years of shareholder approval. |
Following the approval and implementation of the
Third M&A, the voting power of Mr. Shangzhao (Cizar) Hong, the Company’s founder and major shareholder, increased from approximately
91.25% to approximately 98.11% of the Company’s total voting power.
2. Implementation of Share Consolidation (Reverse
Stock Split)
On June 16, 2026, pursuant to the authority granted
at the EGM, the Board approved a share consolidation (the “Share Consolidation”) of the Company’s Class A ordinary shares
and Class B ordinary shares at a ratio of 1-for-15.
The Share Consolidation became effective post-market
on July 6, 2026 (the “Effective Date”), and the Class A ordinary shares began trading on a split-adjusted basis on the Nasdaq
Capital Market at the market open on July 7, 2026 under the existing symbol “CGTL” with a new CUSIP number G2563P110.
As a result of the Share Consolidation:
| (i) | Every 15 issued and unissued Class A ordinary shares and
Class B ordinary shares were consolidated into 1 Class A ordinary share and 1 Class B ordinary share, respectively; |
| | | |
| (ii) | The par value of each ordinary share was adjusted from US$0.00001
to US$0.00015 per share; and |
| | | |
| (iii) | Fractional shares were rounded up to the nearest whole share,
ensuring that no fractional shares were issued. |
Concurrently with the Share Consolidation, appropriate
proportional adjustments were made to the exercise price and number of shares underlying the Company’s outstanding warrants, stock
options, and convertible instruments, as applicable.
