J-Star Holding swings to $1.57M loss in H1 2026
J-Star Holding Co., Ltd. (YMAT) reported unaudited six-month revenue of $6,767,591 versus $10,588,835, and a net loss of $1,567,791 versus profit of $5,237.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
J-Star Holding Co., Ltd. (YMAT) reported unaudited six-month revenue of $6,767,591 versus $10,588,835, and a net loss of $1,567,791 versus profit of $5,237. Operating cash outflow was $829,790, compared with $1,402,279. J-Star attributed lower sales mainly to exiting legacy China OEM business and shifting toward U.S. manufacturing operations for commercial and defense unmanned aerial systems.
Equity was $2,772,072 at June 30, 2026, versus a $6,777,635 deficit at December 31, 2025; total borrowings were $7,505,763 versus $12,642,862. The period included conversion of an $8.2 million loan from Yu-Ning Chiang, a family member of CEO Jing-Bin Chiang, into Class A shares, and cancellation by Jing-Bin Chiang of $1,743,411 in shareholder debt; both were recorded in equity.
J-Star's shelf for up to $150,000,000 of Class A ordinary shares became effective September 23, 2026. On September 24, 2026, it entered an agreement giving it the right, but not obligation, to sell up to $35,000,000 of Class A shares to Hudson Global Ventures, LLC over a 36-month commitment period, at an initial purchase price equal to 95% of the average of the three lowest traded prices during the five trading days immediately before each Put Date. J-Star also issued warrants, as consideration, for up to 525,000 ordinary shares.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Major pointTotal borrowings were $7,505,763 at June 30, 2026, down from $12,642,862.
- Major pointEquity was $2,772,072, versus a $6,777,635 deficit at December 31, 2025.
Negative
- Moderate pointRevenue was $6,767,591, versus $10,588,835 in the 2025 period.
- Moderate pointNet loss was $1,567,791, versus $5,237 profit in the 2025 period.
Filing Explained
The accompanying press release describes J-Star as “debt-free,” but its June 30 balance sheet reports
Key Figures
Key Terms
gearing ratio financial
contract liabilities financial
Initial Purchase Price financial
Average Daily Trading Value financial
expected credit loss financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much revenue and net income did YMAT report for the first half of 2026?
What are the terms of YMAT's $35,000,000 equity purchase agreement?
What shares does YMAT's registration rights agreement cover?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2026.
Commission File Number 001-42767
(Translation of registrant’s name into English)
3rd Floor, No. 107, Wuquan West 3rd Street,
West District, Taichung City 403025,
Taiwan (R.O.C.)
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F
J-Star Holding Co., Ltd. Announces Unaudited Interim 2026 Financial Results
J-Star Holding Co., Ltd. (“J-Star” or the “Company”) (Nasdaq: YMAT), a company which develops and commercializes the technology on carbon reinforcement and resin systems and with operations conducted through subsidiaries in Taiwan and Hong Kong with its headquarters in Taiwan, today announced its unaudited financial results for the six months ended June 30, 2026.
J-Star Holding Co., Ltd. and its Subsidiaries
Interim Condensed Consolidated Balance Sheets
Expressed in United States Dollars
| As of June 30, | As of December 31, | |||||||||
| 2026 | 2025 | |||||||||
| Assets | Notes | (Unaudited) | (Audited) | |||||||
| Current assets | ||||||||||
| Cash and cash equivalents | 5 | $ | $ | |||||||
| Current financial assets at amortized cost | 27 | |||||||||
| Accounts receivable, net | 6 | |||||||||
| Other receivables | ||||||||||
| Inventories, net | 7 | |||||||||
| Prepayments | 8 | |||||||||
| Guarantee deposits - Current assets | ||||||||||
| Current assets | ||||||||||
| Non-current assets | ||||||||||
| Non-current financial assets at fair value through other comprehensive income | 9 | - | - | |||||||
| Property, plant, and equipment, net | 10 | |||||||||
| Right-of-use assets, net | 11 | |||||||||
| Intangible assets, net | ||||||||||
| Deferred tax assets, net | ||||||||||
| Guarantee deposits | ||||||||||
| Other non-current assets | 12 | |||||||||
| Non-current assets | ||||||||||
| Total assets | $ | $ | ||||||||
| Liabilities and Equity (Deficit) | ||||||||||
| Current liabilities | ||||||||||
| Short-term loans | 13 | $ | $ | |||||||
| Short-term loans from a related party | 13 | - | ||||||||
| Long-term loans due within one year | 15 | |||||||||
| Contract liabilities | 19(b) | |||||||||
| Accounts payable | ||||||||||
| Other payables | 14 | |||||||||
| Current tax liabilities | - | |||||||||
| Current lease liabilities | ||||||||||
| Other current liabilities | ||||||||||
| Current liabilities | ||||||||||
| Non-current liabilities | ||||||||||
| Long-term loans | 15 | |||||||||
| Deferred tax liabilities | ||||||||||
| Non-current liabilities | ||||||||||
| Total liabilities | ||||||||||
| Equity | ||||||||||
| Equity (deficit) attributable to owners of parent | ||||||||||
| Ordinary shares | ||||||||||
| Class A | 17 | |||||||||
| Class B | 17 | |||||||||
| Ordinary shares | 17 | |||||||||
| Capital surplus | 18 | |||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||||
| Total equity (deficit) | ( | ) | ||||||||
| Total liabilities and equity (deficit) | $ | $ | ||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
| 2 |
J-Star Holding Co., Ltd and its Subsidiaries
Unaudited Interim Condensed Consolidated Statements of Comprehensive (Loss) Income
Expressed in United States Dollars
| Notes | 2026 | 2025 | ||||||||
For the Six Months Ended June 30 | ||||||||||
| Notes | 2026 | 2025 | ||||||||
| Operating revenue | 19 | $ | $ | |||||||
| Cost of revenue | 21 | ( | ) | ( | ) | |||||
| Gross profit from operations | ||||||||||
| Operating expenses | ||||||||||
| Selling expenses | ( | ) | ( | ) | ||||||
| Administrative expenses | ( | ) | ( | ) | ||||||
| Research and development expenses | ( | ) | ( | ) | ||||||
| Total operating expenses | 21 | ( | ) | ( | ) | |||||
| Net operating (loss) income | ( | ) | ||||||||
| Non-operating income and expenses | ||||||||||
| Other gains (losses), net | ( | ) | ||||||||
| Finance costs | 20 | ( | ) | ( | ) | |||||
| Interest income | ||||||||||
| Foreign exchange gains | ||||||||||
| Non-operating income and expenses, net | ( | ) | ||||||||
| (Loss) profit before income tax | ( | ) | ||||||||
| Income tax credit (expense) | 22 | ( | ) | |||||||
| (Loss) profit after income tax | $ | ( | ) | $ | ||||||
| Component of other comprehensive income that will be reclassified to profit or loss | ||||||||||
| Exchange differences on translation of foreign operations | ( | ) | ||||||||
| Total comprehensive (loss) income | $ | ( | ) | $ | ( | ) | ||||
| Basic and diluted | ||||||||||
| (Loss) earnings per share | 23 | $ | ( | ) | $ | |||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements
| 3 |
J-Star Holding Co., Ltd and its Subsidiaries
Unaudited Interim Condensed Consolidated Statements of Changes in Shareholder’s Equity
Expressed in United States Dollars
| Accumulated | ||||||||||||||||||||||||||||||
| Ordinary | Other | |||||||||||||||||||||||||||||
| Ordinary | share | Capital | Accumulated | Comprehensive | Total | |||||||||||||||||||||||||
| Notes | share | Class A | Class B | Surplus | Deficit | Income (Loss) | Equity | |||||||||||||||||||||||
| Six months ended June 30, 2025 | ||||||||||||||||||||||||||||||
| Balance as of January 1, 2025 | $ | $ | - | $ | - | $ | $ | ( | ) | $ | $ | |||||||||||||||||||
| Share-based payments | 16 | - | - | - | - | - | ||||||||||||||||||||||||
| Profit for the period | - | - | - | - | - | |||||||||||||||||||||||||
| Financial statements translation differences of foreign operation | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | - | $ | - | $ | $ | ( | ) | $ | $ | |||||||||||||||||||
| Six months ended June 30, 2026 | ||||||||||||||||||||||||||||||
| Balance as of January 1, 2025 | $ | - | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||
| Share-based Compensation Plan | 16 | - | ( | ) | - | - | ||||||||||||||||||||||||
| Conversion of shareholder’s loan to shares | 17, 18 | - | - | - | ||||||||||||||||||||||||||
| Cancellation of shareholder’s loan | 18 | - | - | - | - | - | ||||||||||||||||||||||||
| Loss for the period | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||||
| Profit (loss) for the period | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||||
| Financial statements translation differences of foreign operation | - | - | - | - | - | |||||||||||||||||||||||||
| Balance as of June 30, 2026 | $ | - | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements
| 4 |
J-Star Holding Co., Ltd and its Subsidiaries
Unaudited Interim Condensed Consolidated Statements of Cash Flows
Expressed in United States Dollars
| Notes | 2026 | 2025 | ||||||||
For the Six Months ended June 30, | ||||||||||
| Notes | 2026 | 2025 | ||||||||
| Cash flows from operating activities | ||||||||||
| (Loss) profit before tax | $ | ( | ) | $ | ||||||
| Adjustments | ||||||||||
| Adjustments to reconcile (loss) profit | ||||||||||
| Depreciation expenses | 10 | |||||||||
| Gain on disposal of property, plant and equipment | - | |||||||||
| Depreciation expenses-right-of-use assets | 11 | |||||||||
| Amortization expenses | ||||||||||
| Provision for allowance for valuation loss of inventories | 7 | - | ||||||||
| Share-based payment | ||||||||||
| Interest income | ( | ) | ( | ) | ||||||
| Finance costs | 20 | |||||||||
| Changes in operating assets and liabilities | ||||||||||
| Changes in operating assets | ||||||||||
| Accounts receivable | ( | ) | ( | ) | ||||||
| Other receivables | ( | ) | ||||||||
| Inventories | ( | ) | ||||||||
| Prepayments | ( | ) | ( | ) | ||||||
| Other non-current assets | - | |||||||||
| Changes in operating liabilities | ||||||||||
| Current contract liabilities | ||||||||||
| Accounts payable | ||||||||||
| Other payables | ( | ) | ( | ) | ||||||
| Other current liabilities | ( | ) | ||||||||
| Cash flows used in operations | ( | ) | ( | ) | ||||||
| Interest received | ||||||||||
| Interest paid | ( | ) | ( | ) | ||||||
| Net cash flows used in operating activities | ( | ) | ( | ) | ||||||
Cash flows from investing activities | ||||||||||
| Advance to financial assets at amortized cost | ( | ) | ( | ) | ||||||
| Addition of guarantee deposits | - | ( | ) | |||||||
| Other advances | - | ( | ) | |||||||
| Advances to related parties | - | ( | ) | |||||||
| Purchases of property, plant and equipment | ( | ) | ( | ) | ||||||
| Purchases of intangible assets | - | ( | ) | |||||||
| Net cash flows used in investing activities | ( | ) | ( | ) | ||||||
| Cash flows from financing activities | ||||||||||
| Proceeds from short-term bank loans | ||||||||||
| Repayments of short-term loans | ( | ) | ( | ) | ||||||
| Payment on lease liabilities | ( | ) | ( | ) | ||||||
| Proceeds from long-term bank loans | ||||||||||
| Repayments of long-term bank loans | ( | ) | ( | ) | ||||||
| Advances from the director | - | |||||||||
| Repayment of director’s loan | ( | ) | - | |||||||
| Deferred IPO Cost | - | ( | ) | |||||||
| Net cash flows from financing activities | ||||||||||
| Effect of foreign exchange rate changes | ( | ) | ||||||||
| Net increase in cash and cash equivalents | ||||||||||
| Cash and cash equivalents at beginning of period | ||||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
| 5 |
J-Star Holding Co., Ltd and its Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the Six Months Ended June 30, 2026 and 2025
1. Corporate and group information
J-Star Holding Co., Ltd. (the “Company”) was incorporated in the Cayman Islands in May 2016. The Company and its subsidiaries (collectively referred herein as the “Group”) are primarily engaged in manufacturing and trading business of bicycles, sports accessories and carbon fiber composite products, as well as the provision of professional consultation services.
Initial Public Offering
On
July 31, 2025, the Company announced the closing of its initial public offering (“IPO”) of
The Company’s ordinary shares have been listed on the Nasdaq Capital Market under the ticker symbol “YMAT” since July 31, 2025.
2. The authorization of the unaudited interim condensed consolidated financial statements
The accompanying unaudited interim condensed consolidated financial statements were authorized for issuance by the Board of Directors on [October 23], 2026.
3. Application of new and revised International Financial Reporting Standards (“IFRS”), International Accounting Standards (“IAS”), International Financial Reporting Interpretations Committee (“IFRIC”) Interpretations and Standing Interpretations Committee (“SIC”) Interpretations issued by the International Accounting Standards Board (“IASB”) (collectively, “IFRSs”)
IFRS
a) Amendments to IFRSs and the new interpretation that are mandatorily effective and relevant to the current period:
| New standards, interpretations, and amendments | Effective
date issued by IASB | |||
| Amendments to IFRS 9 | Amendments to the Classification and Measurement of Financial Instruments | January 1, 2026 | ||
| Amendments to IFRS 7 | ||||
| Annual Improvements to IFRS Accounting Standards | Volume 11 | January 1, 2026 | ||
The Group has adopted the above new standards, interpretations and amendments as of the effective date. Based on the Group’s assessment, the above standards and interpretations have no significant impact on the Group’s financial position and financial performance.
| 6 |
b) New standards, interpretations and amendments in issue but not yet effective:
| Not Yet Effective Standards, Interpretations, and Amendments | Effective
date issued by IASB | |||
| Amendments to IFRS 18 | Presentation and Disclosure in Financial Statements | January 1, 2027 | ||
| Amendments to IFRS 19 | Subsidiaries without Public Accountability: Disclosures | January 1, 2027 | ||
| Amendments to IFRS 10, | Sale or contribution of assets between an investor and its associate or joint venture | To be determined by IASB | ||
| Amendments to IAS 28 | ||||
The Group expects to adopt the above new standards, interpretations and amendments as of the effective date and expects no significant impact on the Group’s consolidated financial statements based on the Group’s assessment.
4. Summary of significant accounting policies
The principal accounting policies adopted are consistent with Note 4 in the consolidated financial statements for the year ended December 31, 2025, except for the compliance statement, basis of preparation, basis of consolidation and additional policies as set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
Emerging growth company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
| a) | Statement of compliance |
Our unaudited condensed interim consolidated financial statements comply with International Accounting Standard 34, Interim Financial Reporting and reflect all adjustments (which are of a normal recurring nature) that are, in our opinion, necessary for a fair statement of the results for the interim periods presented.
| b) | Basis of preparation |
(a) These unaudited interim condensed consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) under the historical cost convention, except as disclosed in the accounting policies below.
The preparation of these unaudited interim condensed consolidated financial statements in conformity with IFRS requires management to exercise its judgement in the process of applying the Group’s accounting policies. It also requires the use of certain critical accounting estimates and assumptions. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the unaudited condensed interim consolidated financial statements are disclosed in Note 4f). These unaudited interim condensed consolidated financial statements and the notes accompanying them should be read in conjunction with the Group’s audited consolidated financial statements for the year ended December 31, 2025.
| 7 |
(b) Except for the financial assets at fair value through other comprehensive income, the unaudited condensed interim consolidated financial statements have been prepared under the historical cost convention.
(c) These unaudited condensed interim consolidated financial statements are presented in U.S. dollars (“US$”), which is the Company’s functional currency.
| c) | Basis of consolidation |
(a) Basis for preparation of unaudited interim condensed consolidated financial statements:
i) All subsidiaries are included in the Group’s unaudited interim condensed consolidated financial statements. Subsidiaries are all entities controlled by the Group. The Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries.
ii) Inter-company transactions, balances and unrealized gains or losses on transactions between companies within the Group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.
(b) Subsidiaries included in the unaudited condensed interim consolidated financial statements:
Schedule of subsidiaries
| Percentage of | ||||||||||
| Ownership (%) | ||||||||||
| Name of investor | Name of investee | Main business | Location | June 30, 2026 | December 31, 2025 | |||||
| The Company | ||||||||||
| The Company | ||||||||||
| The Company | -* | |||||||||
| GOAL BEYOND | ||||||||||
| GOAL BEYOND | -* | |||||||||
| The Company | - | |||||||||
| The Company | ||||||||||
| GOAL BEYOND | ||||||||||
| PREMIUM QUEST | - | |||||||||
| * |
| 8 |
| d) | Income taxes |
(a) The interim period income tax expense is recognized based on the estimated average annual effective income tax rate expected for the full financial year applied to the pretax income of the interim period, and the related information is disclosed accordingly.
(b) If a change in tax rate is enacted or substantively enacted, the Group recognizes the effect of the change immediately in the period in which the change occurs. The effect of the change on items recognized outside profit or loss is recognized in other comprehensive income or equity while the effect of the change on items recognized in profit or loss is recognized in profit or loss.
| e) | Property, plant and equipment |
(a) Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalized.
(b) Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.
(c) Plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. Each part of an item of property, plant, and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately.
(d) Land is initially recognized at cost, which comprises its purchase price, including legal and brokerage fees, title insurance, non-refundable purchase taxes, and any directly attributable costs of preparing the land for its intended use.
(e) Following initial recognition, land is carried at cost less any accumulated impairment losses. Land is not depreciated as it is deemed to have an indefinite useful life.
(f) The carrying amount of land is reviewed for impairment under IAS 36 whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized in the Consolidated Statement of Profit or Loss for the amount by which the asset’s carrying amount exceeds its recoverable amount.
(g) The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change. The estimated useful lives of property, plant and equipment are as follows:
Schedule of estimated useful lives of property plant and equipment
| property, plant and equipment | estimated useful lives | |
| Land | ||
| Office building | ||
| Leasehold improvement | ||
| Machinery and equipment | ||
| Molding equipment | ||
| Others |
| f) | Critical accounting judgments, estimates and key sources of assumption uncertainty |
(a) Valuation of allowance for accounts receivable
In the process of assessing uncollectible accounts, the Group must use judgements and assumptions to determine the collectability of accounts receivable. The collectability is affected by various factors: customers’ financial conditions, the Company’s internal credit ratings, historical experience, current economic conditions and future macroeconomic factors, etc. When sales are not expected to be collected, the Group recognizes a specific allowance for doubtful receivables after the assessment. The assumptions and estimates of allowance for uncollectible accounts are based on concerning future events as that on the balance sheet date. Assumptions and estimates may differ from the actual results which may result in a material adjustment.
| 9 |
(b) Evaluation of inventories
As inventories are stated at the lower of cost and net realizable value, the Group must determine the net realizable value of inventories on balance sheet date using judgements and estimates. Due to the rapid technology innovation, the Group evaluates the amounts of normal inventory consumption, obsolete inventories or inventories without market selling value on balance sheet date, and writes down the cost of inventories to the net realizable value. The evaluation of inventories is principally based on the unit price of the sales order as the basis of the estimate. Therefore, there might be material changes to the evaluation.
(c) Extinguishment of financial liabilities with equity instruments (Shareholder Transactions)
The Group applies the principles of IFRS 9 and IFRIC 19 when extinguishing financial liabilities through the issuance of equity instruments. However, when a financial liability is extinguished with an existing shareholder acting explicitly in their capacity as an equity owner, the transaction is outside the scope of IFRIC 19.
Management exercises significant judgment to assess the economic substance of such transactions to determine whether the shareholder is acting as a third-party creditor or as an owner. When it is determined that the counterparty is acting in their capacity as a shareholder, the transaction is accounted for as a capital contribution or equity restructuring. Consequently, the extinguished carrying amount of the liability is reclassified directly into equity (ordinary shares and capital reserves), and no gain or loss is recognized in the statement of comprehensive (loss) income.
5. Cash and cash equivalents
Schedule of cash and cash equivalents
| As of | As of | |||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Cash on hand and petty cash | $ | $ | ||||||
| Checking accounts and demand deposits | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
The following table sets forth the breakdown of cash and cash equivalents by original currency as of June 30, 2026 and December 31, 2025:
Schedule of breakdown of cash and cash equivalents by original currency
| As of | As of | |||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Original currency | ||||||||
| NTD | $ | $ | ||||||
| EUR | ||||||||
| USD | ||||||||
| RMB | ||||||||
| Cash and cash equivalents by original currency | $ | $ | ||||||
a) The Group transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.
b) No cash and cash equivalents of the Group were pledged to others.
| 10 |
6. Accounts receivable
Schedule of accounts receivable
| As of | As of | |||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Accounts receivable | $ | $ | ||||||
| Less: Allowance for expected credit loss (Note 27 (c)) | ( | ) | ( | ) | ||||
| Total accounts receivable net | $ | $ | ||||||
(a) The Group’s credit term granted to customers is 60 to 90 days or partial receipt in advance. Receivables do not bear interest. The allowance for expected credit loss is determined based on the credit quality of customers.
(b) The ageing analysis of accounts receivable and that were past due:
Schedule of maturity analysis
| As of | As of | |||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Not past due | $ | $ | ||||||
| Up to 30 days | ||||||||
| 31 to 90 days | ||||||||
| 91 to 180 days | ||||||||
| Over 180 days | ||||||||
| Accounts receivable, net | $ | $ | ||||||
(c) As of June 30, 2026 and December 31, 2025, accounts receivable were all from contracts with customers.
(d) Without taking into account of any collateral held or other credit enhancements, the amount that best reflects the Group’s maximum exposure to credit risk in respect of the accounts receivable is the carrying amount at the end of each reporting period.
(e) No accounts receivable of the Group were pledged to others.
7. Inventories
Schedule of inventories
| As of June 30, 2026 | ||||||||||||
| Cost | Allowance
for valuation loss | Book value | ||||||||||
| Merchandise inventory: | ||||||||||||
| Raw materials | $ | $ | ( | ) | $ | |||||||
| Work in progress | ( | ) | ||||||||||
| Finished goods | ( | ) | ||||||||||
| $ | $ | ( | ) | $ | ||||||||
| As of December 31, 2025 | ||||||||||||
| Cost | Allowance
for valuation loss | Book value | ||||||||||
| Merchandise inventory: | ||||||||||||
| Raw materials | $ | $ | ( | ) | $ | |||||||
| Work in progress | ( | ) | ||||||||||
| Finished goods | ( | ) | ||||||||||
| $ | $ | ( | ) | $ | ||||||||
| 11 |
The cost of inventories recognized for the period:
Schedule of cost of inventories
| Six months ended | Six months ended | |||||||
| June 30, 2026 | June 30, 2025 | |||||||
| Cost of goods sold | $ | $ | ||||||
| Loss on (reversal of loss on) inventory valuation | ( | ) | ||||||
| Cost of inventories | $ | $ | ||||||
(a) Reversal of allowance for inventory valuation and obsolescence loss was recognized due to disposal of certain inventories which were previously provided with allowance for valuation loss.
(b) No inventories of the Group were pledged to others.
8. Prepayments
Schedule of prepayments
| As of | As of | |||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Prepayment for purchases | $ | $ | ||||||
| Prepaid sales tax | ||||||||
| Prepayment for business expansion (Note) | - | |||||||
| Other prepayments | ||||||||
| Prepayments | $ | $ | ||||||
Note: The payment was related the expenses incurred for expansion our market to overseas after entering into an exclusive global distribution agreement with Patriot Green Energy Technology (“PSSB”), a next-generation solid-state battery developer/manufacturer with a significant minority investment from Taiwan’s ITRI, making J-Star the sole global distributor of PSSB products for electric assist bicycles and electric motorcycles and a non-exclusive distributor for PSSB’s other products.
9. Non-current financial assets at fair value through other comprehensive income
Schedule of non-current financial assets at fair value
| As of | As of | |||||||
| June 30, 2026 | December 31, 2025 | |||||||
| YMA DG (Note a)) | $ | - | $ | - | ||||
| Forwell (Note a)) | - | - | ||||||
| Cycle Services Loire (Note b)) | - | - | ||||||
| Non-current financial assets | $ | - | $ | - | ||||
| a) | The
Company holds |
| b) | Cycle Services Loire has been fully written off in prior year since no operations. |
| 12 |
10. Property, plant and equipment, net
Schedule of property, plant and equipment, net
| Machinery and equipment | Leasehold improvement | Molding equipment | Land (Note (a)) | Office building |
Building improvement |
Others |
Total | |||||||||||||||||||||||||
| 2026 | ||||||||||||||||||||||||||||||||
| Machinery and equipment | Leasehold improvement | Molding equipment | Land (Note (a)) | Office building |
Building improvement |
Others |
Total | |||||||||||||||||||||||||
| As of January 1 | ||||||||||||||||||||||||||||||||
| Cost | $ | $ | $ | $ | - | $ | - | $ | - | $ | $ | |||||||||||||||||||||
| Accumulated depreciation | ( | ) | ( | ) | ( | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||
| Property, plant and equipment, net | $ | $ | $ | $ | - | $ | - | $ | - | $ | $ | |||||||||||||||||||||
| January 1 | $ | $ | $ | $ | - | $ | - | $ | - | $ | $ | |||||||||||||||||||||
| Additions | - | |||||||||||||||||||||||||||||||
| Disposals-Cost | ( | ) | - | - | - | - | - | - | ( | ) | ||||||||||||||||||||||
| Disposals-accumulated depreciation | - | - | - | - | ||||||||||||||||||||||||||||
| Depreciation expenses | ( | ) | ( | ) | ( | ) | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||
| Exchange adjustment | ( | ) | ( | ) | ( | ) | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| June 30 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| As of June 30 | ||||||||||||||||||||||||||||||||
| Cost | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Accumulated depreciation | ( | ) | ( | ) | ( | ) | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||
| Property, plant and equipment, net | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Machinery and equipment | Leasehold improvement | Molding equipment | Others | Total | ||||||||||||||||
| 2025 | ||||||||||||||||||||
Machinery and equipment | Leasehold improvement | Molding equipment | Others | Total | ||||||||||||||||
| As of January 1 | ||||||||||||||||||||
| Cost | $ | $ | $ | $ | $ | |||||||||||||||
| Accumulated depreciation | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Property, plant and equipment, net | $ | $ | $ | $ | $ | |||||||||||||||
| January 1 | $ | $ | $ | $ | $ | |||||||||||||||
| Additions | - | |||||||||||||||||||
| Depreciation expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Disposals - cost | ( | ) | - | ( | ) | - | ( | ) | ||||||||||||
| Disposals – accumulated depreciation | - | - | ||||||||||||||||||
| Exchange adjustment | ||||||||||||||||||||
| December 31 | $ | $ | $ | $ | $ | |||||||||||||||
| As of December 31 | ||||||||||||||||||||
| Cost | $ | $ | $ | $ | $ | |||||||||||||||
| Accumulated depreciation | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Property, plant and equipment, net | $ | $ | $ | $ | $ | |||||||||||||||
Note:
| (a) | On
June 1, 2022, the Company entered into a contract to acquire a building (land included) in
Taichung, Taiwan for its new headquarter. In February 2026, the total transaction price was
adjusted to NT$ |
| 13 |
11. Leasing arrangement－lessee
Leasing arrangement lessee
(a) The Group leases various assets including land and buildings. Rental contracts are typically made for periods of 2 to 3 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose covenants, but leased assets may not be used as security for borrowing purposes.
(b) The carrying amount of right-of-use assets and the depreciation charge are as follows:
Schedule of carrying amount of right of use assets
| As of | As of | |||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Right-of-use Buildings | $ | $ | ||||||
c) The depreciation amount of right-of-use assets are as follows:
Schedule of depreciation of right of use assets
Six months ended June 30, 2026 | Six months ended June 30, 2025 | |||||||
| Depreciation expenses-right-of-use Buildings | $ | $ | ||||||
| Depreciation | $ | $ | ||||||
d) The information on profit and loss accounts relating to lease contracts is as follows:
Schedule of information of profit and loss
Six months ended June 30, 2026 | Six months ended June 30, 2025 | |||||||
| Items affecting profit or loss | ||||||||
| Interest expense on lease liabilities | $ | $ | ||||||
12. Other non-current assets, others
Schedule of other non-current assets
As of June 30, 2026 | As of December 31, 2025 | |||||||
| Prepayment for purchase of property, plant and equipment | $ | $ | ||||||
13. Short-term loans
Schedule of short- term loans
| As of | Interest rate range | ||||||||
| Type of loans | June 30, 2026 | (Floating rate) | Collateral | ||||||
| Bank loans secured | $ | Restricted time deposit | |||||||
| Bank loans - unsecured | |||||||||
| Other loans - unsecured | |||||||||
| $ | |||||||||
| Type of loans | As of December 31, 2025 | Interest rate range (Floating rate) | Collateral | ||||||
| Bank loans- secured | $ | Restricted time deposit Guarantee / Third-party Collateral | |||||||
| Other loans- unsecured | $ | ||||||||
| Other loans from a related party | $ | ||||||||
| $ | |||||||||
(a) All short-term loans were guaranteed by key management.
(b) As of June 30, 2026, most of the short-term loans that have expired have been renewed.
| 14 |
(c) Financial assets at amortized cost pledged as collateral.
(d)
As of December 31, 2025, the Company had an outstanding loan from Ms. Yu-Ning Chiang, an immediate family member of the Chairman of the
Board, Mr. Jing-Bin Chiang, amounting to $
14. Other payables
Schedule of other payables
| As of | As of | |||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Salaries and bonuses payable | $ | $ | ||||||
| Professional service fees payable | ||||||||
| Payment payable on equipment | ||||||||
| Other expense payable | ||||||||
| Other payables | $ | $ | ||||||
15. Long-term loans
Schedule of long term loans
| As of | ||||||||||
| Type of loans | Period and payment term | Interest rate range | Collateral | June 30, 2026 | ||||||
| Long-term bank loans | ||||||||||
| Bank loans | $ | |||||||||
| Bank loans | $ | |||||||||
| Bank loans | ||||||||||
| Bank loans | ||||||||||
| Bank loans | ||||||||||
| Bank loans | ||||||||||
| Other loans | ||||||||||
| Loans | $ | |||||||||
| Less: Current portion | ( | ) | ||||||||
| Long-term bank loans | $ | |||||||||
| 15 |
| As of | ||||||||||
| Type of loans | Period and payment term | Interest rate range | Collateral | December 31, 2025 | ||||||
| Long-term bank loans | ||||||||||
| Bank loans | ||||||||||
| Bank loans | ||||||||||
| Bank loans | ||||||||||
| Bank loans | ||||||||||
| Other long-term loans | ||||||||||
| Other loans | ||||||||||
| Loans | $ | |||||||||
| Less: Current portion | ( | ) | ||||||||
| Long-term bank loans | $ | |||||||||
| a) | The long-term loans (including long-term loans due within one year) were guaranteed by key management. |
| 16 |
16. Share-based payment
a) For the six months ended June 30, 2026 and 2025, the Group’s share-based payment arrangements was as follows:
Schedule of share based payment arrangements
| Type of arrangement | Grant date | Quantity granted (shares) | Fair value per unit | Contract period | Vesting conditions | |||||||||
| Bonus shares | US$ | |||||||||||||
| Bonus shares | US$ | Immediately, | ||||||||||||
| (1) | On
August 28, 2020, New Moon Corporation (New Moon), a shareholder of the Company, an employee
of the Company and the Company signed a tripartite talent award agreement. Under the agreement,
the Company provides NT$ |
The aforementioned bonus shares settled by a shareholder of the Company cannot be transferred during the vesting period, but voting right and dividend right are not restricted. The employee is required to return the shares to the shareholder but not required to return the dividends received if she resigns during the vesting period.
The
Company accounted for the shares contributed by New Moon as share-based payment arrangement settled by equity. The NT$
The share-based awards granted in 2020 were fully vested in August 2025.
| (2) | On
December 11, 2025, our board of directors approved the adoption of the 2025 Equity Incentive
Plan (the “2025 Plan”), which became effective on the same date. The 2025 Plan
provides for the grant of share-based awards, including, but not limited to, share options,
share appreciation rights, restricted shares, restricted share units, performance units and
performance shares, to employees, directors and consultants of the Company. The aggregate
maximum number of Class A ordinary shares that will be issued pursuant to the 2025 Plan is
|
b) For the six months ended June 30, 2026 and 2025, the share-based payment transactions were as follows:.
Schedule of share based payment transactions
Six months ended June 30, 2026 | Six months ended June 30, 2025 | |||||||
| Share-based payments | $ | $ | ||||||
| 17 |
17. Share capital
The
Company’s authorized share capital was US$
On
July 31, 2025, the Company completed its initial public offering (“IPO”) of
On
August 7, 2025, the Company issued an additional
The
aggregate par value of the shares issued in the above transactions amounted to US$
On December 9, 2025, the shareholders approved a share capital reorganization and amended the memorandum and articles of association of the Company as follows:
a)
The re-designation of existing ordinary shares into Class A and Class B ordinary shares, with authorized share capital consisting of
b)
The repurchase of
c)
On
May 18, 2026, our board and audit committee approved the conversion of an $
On June 8, 2026, the board approved in the annual general meeting that both Class A and Class B ordinary shares have been consolidated for 1-for-5 shares.
As
a result of the above transactions, as of June 30, 2026, a total of
| 18 |
Schedule of ordinary shares
As of June 30, 2026 | As of December 31, 2025 | |||||||
| Ordinary share | ||||||||
| Ordinary share (Class A) | $ | $ | ||||||
| Ordinary share (Class B) | ||||||||
| Total | $ | $ | ||||||
(a) In accordance with the Articles of Incorporation of the Company, the Directors may, in their absolute discretion, declare dividends and distributions on Shares in issue and authorize payment of the dividends or distributions out of the funds of the Company lawfully available therefor. The Board of Directors may from time to time declare interim dividends to the shareholders. Before the declaration of an additional dividend distribution, the Board of Directors may set aside provision from the earnings as it deems appropriate to pay any unforeseen expense or to adjust dividends or for any other purpose to be met by using the earnings based on its discretion, and before such use, the provision may, at the same discretion, be used temporarily in the business of the Company or to invest in such investments as the Board of Directors may at any time as it deems appropriate.
18. Capital surplus
Pursuant to the Cayman Islands Company Act, capital surplus arising from paid-in capital in excess of par value on issuance of ordinary shares and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. However, capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.
Schedule of capital surplus
| Note | Share premium | Share-based payments | Total | |||||||||||
| 2026 | ||||||||||||||
| Note | Share premium | Share-based payments | Total | |||||||||||
| January 1 | $ | $ | $ | |||||||||||
| Conversion of shareholder’s loan to shares | 16 | - | ||||||||||||
| Cancellation of shareholder’s loan | - | |||||||||||||
| Share-based payments | - | ( | ) | ( | ) | |||||||||
| June 30 | $ | |||||||||||||
Share premium | Share-based payments | Total | ||||||||||
| 2025 | ||||||||||||
Share premium | Share-based payments | Total | ||||||||||
| January 1 | $ | $ | $ | |||||||||
| Share-based payments | - | |||||||||||
| June 30 | $ | $ | $ | |||||||||
Save as disclosed for the changes in capital surplus, the following transaction occurred in the current period gave effect to the increase in capital surplus.
On
June 30, 2026, the board approved the CEO and director, Jing-Bin Chiang, cancelled all outstanding shareholder’s loan together
with unpaid interest as of June 30, 2026. Pursuant to which, an agreement was entered into between the Company and Jing-Bin Chiang that
both parties agreed the cancellation of all outstanding shareholder’s loan together with unpaid interest irrevocably. This cancellation
of debt was treated as equity transaction and transferred the whole carrying amount of $
| 19 |
19. Operating revenue
Schedule of disaggregation of revenue
Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | |||||||
| Revenue from contracts with customers | ||||||||
| Sales of goods | $ | $ | ||||||
(a) Disaggregation of revenue from contracts with customers
The Group derives revenue from the transfer of goods at a point in time and services over time in the following major product lines and geographical regions:
Schedule of revenue for geographical regions
| Revenue from external customer contracts | ||||||||||||||||
| Six months ended June 30, 2026 | Asia | US | Other areas | Total | ||||||||||||
| Sales of product | ||||||||||||||||
| Bicycle frame | $ | - | $ | - | $ | $ | ||||||||||
| Racket | - | |||||||||||||||
| Crank | - | |||||||||||||||
| Others | - | |||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| Revenue from external customer contracts | ||||||||||||||||
| Six months ended June 30, 2025 | Asia | US | Other areas | Total | ||||||||||||
| Sales of product | ||||||||||||||||
| - Bicycle frame | $ | $ | - | $ | $ | |||||||||||
| - Bicycle | - | - | ||||||||||||||
| - Racket | - | |||||||||||||||
| - Crank | - | |||||||||||||||
| - Others | ||||||||||||||||
| Service provision | - | |||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
By the timing of revenue recognition:
Schedule of timing of revenue recognition
Six months ended June 30, 2026 | Six months ended June 30, 2025 | |||||||
| At a point in time | $ | $ | ||||||
| Over time | - | |||||||
| Total | $ | $ | ||||||
(b) Contract liabilities
Schedule of contract liabilities
(i) The Group has recognized the following revenue-related contract liabilities:
| As of | As of | |||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Contract liabilities - receipts in advance | $ | $ | ||||||
(ii) Revenue recognized that was included in the contract liability balance at the beginning of the year:
Six months ended June 30, 2026 | Six months ended June 30, 2025 | |||||||
| Revenue recognized from beginning contract liabilities | $ | $ | ||||||
| 20 |
20. Finance costs
Schedule of finance costs
Six months ended June 30, 2026 | Six months ended June 30, 2025 | |||||||
| Finance costs from | ||||||||
| Loans | $ | $ | ||||||
| Lease liabilities | ||||||||
| Total finance costs | $ | $ | ||||||
21. Expenses by nature
Schedule of expenses by nature
Six months ended June 30, 2026 | Six months ended June 30, 2025 | |||||||
| Purchase and sale of merchandise inventory | $ | $ | ||||||
| Employee benefit expenses | ||||||||
| Fuel and utility expense | ||||||||
| Freight expenses | ||||||||
| Professional service expenses | ||||||||
| Depreciation expenses | ||||||||
| Depreciation expenses-right-of-use assets | ||||||||
| Amortization expenses | ||||||||
| Other expenses | ||||||||
| Total expenses by nature | $ | $ | ||||||
22. Income tax
(a) Income tax (credit) expense
Components of income tax (credit) expense:
Schedule of components of income tax (credit) expense
Six Months ended June 30, 2026 | Six Months ended June 30, 2025 | |||||||
| Current income tax: | ||||||||
| Taiwan | $ | - | $ | |||||
| Current income tax | $ | - | $ | |||||
| Deferred tax: | ||||||||
| Taiwan | ( | ) | ||||||
| Hong Kong | ( | ) | - | |||||
| Deferred tax | ( | ) | - | |||||
| Income tax (credit) expense | $ | ( | ) | $ | ||||
Tax (credit) expenses were computed based on the rates applicable in the respective countries where the Group entities operate.
| 21 |
23. (Loss) earnings per share
Schedule of loss earnings per share
| Six months ended June 30, 2026 | ||||||||||||
Amount after income tax | Weighted average number of ordinary shares outstanding | Loss per share (in dollars) | ||||||||||
| Loss attributable to the parent | $ | $ | ( | ) | ||||||||
| Six months ended June 30, 2025 | ||||||||||||
Amount after income tax | Weighted average number of ordinary shares outstanding | Earnings per share (in dollars) | ||||||||||
| Earnings attributable to the parent | $ | $ | ||||||||||
The consideration of 2025 Equity Incentive Plan will result in anti-dilution for the six months ended June 30, 2026, hence, no diluted earnings per share was same as basis (2025: Nil).
24. Related party transactions
(a) Parent and ultimate controlling party
Jing-Bin
Chiang and his family who directly and indirectly owns
(b) Names of related parties and relationship
| Names of related parties | Relationship with the Company | Notes | ||
| YMA DG | N/A | a) | ||
| Forwell | N/A | a) | ||
| Jing-Bin Chiang | Key management | |||
| Yu-Ning Chiang | Key management |
| a) | On
April 1, 2023, the Group sold |
(ii) Purchase of goods:
Schedule of purchase of goods
Six months ended June 30, 2026 | Six months ended June 30, 2025 | |||||||
| Purchase of goods | ||||||||
| YMA DG | $ | $ | ||||||
| Total purchase of goods | $ | $ | ||||||
Goods are purchased based on the prices and terms that would be available to third parties.
| 22 |
(d) Guarantees provided by related parties:
(i) The provision of credit lines used from loans guaranteed by key management is as follows:
Schedule of endorsements and guarantees provided by related parties
| As of | As of | |||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Guaranteed by key management | ||||||||
| Short-term loans | $ | $ | ||||||
| Long-term loans | ||||||||
| Guaranteed by key management | $ | $ | ||||||
(e) Key management compensation
Schedule of key management compensation
Six months ended June 30, 2026 | Six months ended June 30, 2025 | |||||||
| compensation | ||||||||
| Salaries and other short-term employee benefits | $ | $ | ||||||
| Post-employment benefits | ||||||||
| Share-based payments | ||||||||
| Compensation | $ | $ | ||||||
25. Pledged assets
The Group’s assets pledged as collateral are as follows:
Schedule of pledged assets
| As of | As of | |||||||||
| Pledged assets | June 30, 2026 | December 31, 2025 | Purposes | |||||||
| Financial assets at amortized cost | $ | $ | Short-term loans, Long-term loans | |||||||
| Property, plant and equipment | - | Long-term loans | ||||||||
| Guarantee deposits paid | Short-term loans, | |||||||||
| Pledged assets | $ | $ | ||||||||
26. Capital management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total loans (including ‘current and non-current loans’ as shown in the consolidated balance sheet) less cash and cash equivalents. Total capital is calculated as ‘equity’ as shown in the unaudited interim condensed consolidated balance sheet plus net debt.
The Croup’s strategy, which is unchanged for the reporting periods, is to maintain a reasonable ratio in order to raise capital with reasonable cost.
| 23 |
The debt to capital ratios as of June 30, 2026 and December 31, 2025 were:
Schedule of debt to capital ratio
| As of | As of | |||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Total borrowings | $ | $ | ||||||
| Less: Cash and cash equivalents | ( | ) | ( | ) | ||||
| Net debt | ||||||||
| Total equity | ( | ) | ||||||
| Total capital | $ | $ | ||||||
| Gearing ratio | % | % | ||||||
27. Financial instruments
(a) Financial instruments by category
Schedule of financial instruments
| As of | As of | |||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Financial assets | ||||||||
| Financial assets at amortized cost | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Financial assets at amortized cost | ||||||||
| Accounts receivable | ||||||||
| Other receivables | ||||||||
| Guarantee deposits paid | ||||||||
| Total Financial Assets | $ | $ | ||||||
| Financial liabilities | ||||||||
| Financial liabilities at amortized cost | ||||||||
| Short-term loans | $ | $ | ||||||
| Accounts payable | ||||||||
| Other payables | ||||||||
| Other current liabilities | ||||||||
| Long-term loans (including current portion) | ||||||||
| Total Financial Liability | $ | $ | ||||||
| Lease liability | $ | $ | ||||||
(b) Financial risk management policies
(i) The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk.
(ii) Risk management is carried out by a central treasury department (Group treasury) under policies approved by the Board of Directors. Group treasury identifies, evaluates, and hedges financial risks in close co-operation with the Group’s operating units. The Board provides written principles for overall risk management, as well as written policies covering specific areas and matters, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.
| 24 |
(c) Significant financial risks and degrees of financial risks
(i) Market risk
Foreign exchange risk
1. The Group operates internationally and is exposed to foreign exchange risk arising from the transactions of the Company and its subsidiaries used in various functional currency, primarily with respect to the USD. Foreign exchange risk arises from future commercial transactions and recognized assets and liabilities.
2. Management has set up a policy to require group companies to manage their foreign exchange risk against their functional currency. Exchange rate risk arising from the difference between various functional currencies and the reporting currency in the unaudited condensed interim consolidated financial statements is centrally managed by the Group’s finance department.
3. The Group’s businesses involve some non-functional currency operations (the Company’s and certain subsidiaries’ functional currency: USD; other certain subsidiaries’ functional currency: NTD and HKD ). The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:
| June 30, 2026 | ||||||||||||
Foreign currency amount | Exchange rate | Book value (USD) | ||||||||||
| Foreign currency: functional currency | ||||||||||||
| Financial assets | ||||||||||||
| Monetary items | ||||||||||||
| USD:NTD | $ | $ | ||||||||||
| USD:HKD | ||||||||||||
| Financial liabilities | ||||||||||||
| Monetary items | ||||||||||||
| USD:NTD | $ | $ | ||||||||||
| USD:HKD | ||||||||||||
| June 30, 2025 | ||||||||||||
Foreign currency amount | Exchange rate | Book value (USD) | ||||||||||
| Foreign currency: functional currency | ||||||||||||
| Financial assets | ||||||||||||
| Monetary items | ||||||||||||
| USD:NTD | $ | $ | ||||||||||
| Financial liabilities | ||||||||||||
| Monetary items | ||||||||||||
| USD:NTD | $ | $ | ||||||||||
4. Total exchange gain, including realized and unrealized, arising from significant foreign exchange variation on the monetary items held by the Group:
Six Months ended June 30, 2026 | Six Months ended June 30, 2025 | |||||||
| Foreign exchange gains | $ | $ | ||||||
| 25 |
5. Analysis of foreign currency market risk arising from significant foreign exchange variation:
| Sensitivity analysis | ||||||||||
| June 30, 2026 | ||||||||||
Degree of variation | Effect on profit or loss | Effect on other comprehensive income | ||||||||
| Foreign currency: functional currency | ||||||||||
| Financial assets | ||||||||||
| Monetary items | ||||||||||
| USD:NTD | $ | $ | - | |||||||
| USD:HKD | - | |||||||||
| Financial liabilities | ||||||||||
| Monetary items | ||||||||||
| USD:NTD | $ | $ | - | |||||||
| USD:HKD | - | |||||||||
| Sensitivity analysis | ||||||||||
| June 30, 2025 | ||||||||||
Degree of variation | Effect on profit or loss | Effect on other comprehensive income | ||||||||
| Foreign currency: functional currency | ||||||||||
| Financial assets | ||||||||||
| Monetary items | ||||||||||
| USD:NTD | $ | $ | - | |||||||
| Financial liabilities | ||||||||||
| Monetary items | ||||||||||
| USD:NTD | $ | $ | - | |||||||
Cash flow Interest rate risk
1. The Group’s main interest rate risk arises from short-term loans and long-term loans with variable rates, which expose the Group to cash flow interest rate risk. For the six months ended June 30, 2026 and 2025, the Group’s loans at variable rate were mainly denominated in NTD and USD.
2. The Group’s loans are measured at amortized cost. The loans are periodically contractually repriced and to that extent are also exposed to the risk of future changes in market interest rates.
3.
If the borrowing interest rate had increased/decreased by
Six months ended June 30, 2026 | Six months ended June 30, 2025 | |||||||
| (Loss) profit increased/decreased | $ | $ | ||||||
The main factor is that changes in interest expense result in floating-rate loans.
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(ii) Credit risk
1. Credit risk refers to the risk of financial loss to the Group arising from default by the clients or counterparties of financial instruments on the contract obligations. The main factor is that counterparties could not repay in full the accounts receivable based on the agreed terms, and the contract cash flows of debt instruments stated at amortized cost.
2. The Group manages their credit risk taking into consideration the entire group’s concern. For banks and financial institutions, only independently rated parties with a minimum rating of ‘A’ are accepted.
According to the Group’s credit policy, each local entity in the Group is responsible for managing and analyzing the credit risk for each of their new clients before standard payment and delivery terms and conditions are offered. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors. Individual risk limits are set based on internal or external ratings in accordance with limits set by the Board of Directors. The utilization of credit limits is regularly monitored.
3. In line with credit risk management procedure, when the contract payments of the counterparty were past due over 180 days and after repeatedly asking for payment over 180 days, the default has occurred.
4. The Group adopts the following assumptions under IFRS 9 to assess whether there has been a significant increase in credit risk on that instrument since initial recognition:
If the contract payments were past due over 60 days based on the terms, there has been a significant increase in credit risk on that instrument since initial recognition.
5. The Group classifies customer’s accounts receivable in accordance with credit risk on trade and customer type. The Group applies the modified approach using a provision matrix based on the loss rate methodology to estimate expected credit loss under the provision matrix basis.
6. The Group wrote-off the financial assets, which cannot be reasonably expected to be recovered, after initiating recourse procedures. However, the Group will continue executing the recourse procedures to secure their rights.
7. The Group used the forecast ability to adjust historical and timely information to assess the default possibility of accounts receivable. The loss rate methodology is as follows:
Schedule of loss rate methodology
Not past due | Up to 30 days past due | 31 to 90 days past due | 91 to 180 days past due | Over 180 days past due | Total | |||||||||||||||||||
| As of June 30, 2026 | ||||||||||||||||||||||||
| Expected loss rate | % | % | % | % | % | - | ||||||||||||||||||
| Total book value | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Loss allowance | $ | - | $ | - | $ | $ | $ | $ | ||||||||||||||||
| At December 31, 2025 | ||||||||||||||||||||||||
| Expected loss rate | % | % | % | % | % | - | ||||||||||||||||||
| Total book value | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Loss allowance | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
8. Movements in relation to the Group applying the modified approach to provide loss allowance for accounts receivable, contract assets and lease payments receivable are as follows:
Schedule of loss allowance for accounts receivable
| 2026 | ||||
| Loss allowance | ||||
| At January 1 | $ | |||
| Provision for expected credit losses | - | |||
| Write-offs | ( | ) | ||
| As of June 30 | $ | |||
| 2025 | ||||
| Loss allowance | ||||
| At January 1 | $ | - | ||
| Provision for expected credit losses | ||||
| Write-offs | ( | ) | ||
| As of December 31 | $ | |||
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9. For investments in debt instruments at amortized cost, the credit rating levels are presented below:
| 6 months | Significant increase in credit risk | Impairment of credit | Total | |||||||||||||
| June 30, 2026 | ||||||||||||||||
| Lifetime | ||||||||||||||||
| 6 months | Significant increase in credit risk | Impairment of credit | Total | |||||||||||||
| Financial assets at amortized cost | $ | $ | - | $ | - | $ | ||||||||||
| Other receivables (including Long-term receivables) | $ | $ | - | $ | - | $ | ||||||||||
| Other receivables | $ | $ | - | $ | - | $ | ||||||||||
| Guarantee deposits paid | $ | $ | - | $ | - | $ | ||||||||||
| 12 months | Significant increase in credit risk | Impairment of credit | Total | |||||||||||||
| December 31, 2025 | ||||||||||||||||
| Lifetime | ||||||||||||||||
| 12 months | Significant increase in credit risk | Impairment of credit | Total | |||||||||||||
| Financial assets at amortized cost | $ | $ | - | $ | - | $ | ||||||||||
| Other receivables | $ | $ | - | $ | - | $ | ||||||||||
| Guarantee deposits paid | $ | $ | - | $ | - | $ | ||||||||||
(iii) Liquidity risk
1. Cash flow forecasting is performed in the operating entities of the Group and aggregated by Group treasury. Group treasury monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs.
2. Surplus cash held by the operating entities over and above balance required for working capital management are transferred to the Group treasury. Group treasury invests surplus cash in interest bearing current accounts, time deposits, money market deposits, choosing instruments with appropriate maturities or sufficient liquidity to provide sufficient head-room as determined by the above-mentioned forecasts.
3. The unused available credit from bank loans of the Group:
| As of | As of | |||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Floating rate: | ||||||||
| Expiring within one year | $ | $ | ||||||
| Expiring beyond one year | ||||||||
| $ | $ | |||||||
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4. The table below analyses the Group’s non-derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date for non-derivative financial liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows.
| June 30, 2026 | Less than 1 year | Between 1 year and 3 years | Total | |||||||||
| Non-derivative financial liabilities | ||||||||||||
| Short-term loans | $ | $ | - | $ | ||||||||
| Accounts payable | - | |||||||||||
| Other payables | - | |||||||||||
| Other current liabilities | - | |||||||||||
| Lease liabilities | - | |||||||||||
| Long-term loans (including current portion) | ||||||||||||
| December 31, 2025 | Less than 1 year | Between 1 year and 3 years | Total | |||||||||
| Non-derivative financial liabilities | ||||||||||||
| Short-term loans | $ | $ | - | $ | ||||||||
| Accounts payable | - | |||||||||||
| Other payables | - | |||||||||||
| Lease liabilities | - | |||||||||||
| Long-term loans (including current portion) | ||||||||||||
28. Fair value information
(a) The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:
| ● | Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
| ● | Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. | |
| ● | Level 3: Unobservable inputs for the asset or liability. |
(b) The related information of financial and non-financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets and liabilities. As of June 30, 2026 and December 31, 2025, the Group did not hold any financial assets or liabilities measured at fair value on a recurring basis. Accordingly, no fair value hierarchy table is presented.
(c) Financial instruments not measured at fair value
The carrying amounts of cash and cash equivalents, current financial assets at amortized cost, accounts receivable, other receivables, guarantee deposits paid, short-term loans, current contract liabilities, notes payable, accounts payable, other payables, other current liabilities and long-term loans (including current portion) are approximate to their fair values.
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29. Segment Information
(a) General information
The Group operates as a single reporting segment, primarily engaged in bicycle, racket, and other businesses.
(b) Measurement of segment information
The Board of Directors evaluates the performance of the operating segments based on a measure of income before tax.
(c) Information about segment profit or loss
As of June 30, 2026, the information on segment profit or loss, assets, and liabilities is consistent with the information in the unaudited interim condensed consolidated financial statements; please refer to the unaudited interim condensed consolidated balance sheets and unaudited interim condensed consolidated statements of comprehensive (loss) income.
30. Significant events after the reporting period
The Company has filed Form F-3 shelf registration
statement for a shelf offering up to $
On September 24, 2026, the Company entered
into an equity purchase agreement with Hudson Global Ventures, LLC, granting the Company the right, but not the obligation, to sell up
to $
The Group has evaluated all subsequent events from July 1, 2026 through October 23, 2026, the date these unaudited interim condensed consolidated financial statements were available to be issued. Other than the matters disclosed above, there were no material subsequent events requiring adjustment to or disclosure in these unaudited interim condensed consolidated financial statements
Safe Harbor Statements
This filing contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident,” “potential,” “continue” or other similar expressions. Among other things, the quotations from management in this announcement, as well as J-Star’s strategic and operational plans, contain forward-looking statements. J-Star may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including but not limited to statements about J-Star’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: changes in political, social and economic conditions, the regulatory environment, laws and regulations and interpretation thereof in the jurisdictions where we conduct business or expect to conduct business; the risk that we may be unable to realize our anticipated growth strategies and expected internal growth; its future business development, results of operations and financial condition; changes in the availability and cost of professional staff which we require to operate our business; changes in customers’ preferences and needs; changes in competitive conditions and our ability to compete under such conditions; changes in our future capital needs and the availability of financing and capital to fund such needs; changes in currency exchange rates or interest rates; projections of revenue, earnings, capital structure and other financial items; changes in our plan to enter into certain new business sectors; and other factors beyond our control. Further information regarding these and other risks is included in J-Star’s filings with the SEC. All information provided in this report and in the attachments is as of the date of this report, and J-Star undertakes no obligation to update any forward-looking statement, except as required under applicable law.
Other Information
On October 23, 2025, the Company issued a press release entitled “J-Star Holding Co., Ltd. Files Interim Financial Report on Form 6-K.” A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release dated October 23, 2025 |
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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.
| Date: October 23, 2026 | J-Star Holding Co., Ltd. | |
| By: | /s/ Jing-Bin Chiang | |
| Name: | Jing-Bin Chiang | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
J-Star Holding Co., Ltd. Files Interim Financial Report on Form 6-K
Company is Highlighting Strategic Focus on U.S. Opportunities, Balance Sheet Improvement, and Management Commitment
TAICHUNG, TAIWAN and HOUSTON, TX — October 23, 2026 — J-Star Holding Co., Ltd. (Nasdaq: YMAT) (“J-Star” or the “Company”), an innovator in advanced composite manufacturing, today announced it has filed its unaudited interim financial results for the six months ended June 30, 2026, on Form 6-K with the U.S. Securities and Exchange Commission.
Backed by a robust operating heritage spanning over 50 years and guided by leadership with three decades of hands-on global industrial experience across the globe, J-Star has consistently navigated global industrial evolutions through an unyielding commitment to execution and core operations. Building upon this foundation of discipline, J-Star executed a deliberate and strategic pivot during the first half of 2026; whereby we proactively exited from high-risk outsourced production in China to focus our business in new opportunities in the United States.
Financial and Operational Highlights for the Six Months Ended June 30, 2026
For the six months ended June 30, 2026, the Company reported operating revenue of $6.8 million, compared to $10.6 million in the prior-year period, and an improvement in total equity from a negative $6.8 million at the close of December 2025 to a positive $2.8 million as of June 30, 2026, completely wiping out the prior year’s deficit to leave the Company in a debt-free position. The year-over-year revenue decline was largely an intentional and strategic decision designed to eliminate legacy original equipment manufacturing business in China and pivot resources toward U.S. manufacturing operations for commercial and defense unmanned aerial systems.
During this period, the Company made significant improvement to its balance sheet. J-Star executed on a debt to equity conversion by eliminating an $8.2 million related-party loan into Class A ordinary shares as well as the irrevocable cancellation of shareholder debt by the Chief Executive Officer, Jing-Bin Chiang. At the period ending June 30, 2026, the company has essentially eliminated most of its debt outstanding.
Total equity also rebounded from a negative $6.8 million at December 31, 2025 to a positive $2.8 million as of June 30, 2026. By completely eliminating prior year’s deficit, J-Star is now in a position of strength as the Company navigates 2026.
For the six months ended June 30, 2026, the Company recorded $1.1 million in share-based compensation. This is crucial in attracting top-tier engineering talent as well as management’s commitment to align with its shareholders as the Company executes its strategic business plan in the U.S.
The Company also recorded professional service expenses of $372,000, reflecting expenses related to SEC and Nasdaq compliance. These strategic investments in talent alignment and U.S. regulatory readiness largely accounted for our operating expenses during this transitional period, underscoring management’s commitment to our long-term growth and corporate governance as we execute our strategic business plan in the United States.
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Management Commentary & Expression of Gratitude
Mr. Jing-Bin Chiang, the Chairman of the Board of Directors and Chief Executive Officer of J-Star, commented:
“The decline in revenue for the first half of 2026 was entirely an intentional and strategic decision. We decisively eliminated our risk exposure by exiting our outsourced production and legacy assets in China in order to focus on attractive opportunities in the U.S. through a series of strategic partnership and investments. While pivoting on our operations, we also executed a plan to strengthen the balance sheet by converting millions in loans to equity, providing a solid footing as we execute on that strategic plan.”
“I want to express my deepest appreciation to our entire team for their dedication and commitment to the Company,” continued Mr. Chiang. “With the improvement in our balance sheet, we are well positioned to move forward in our strategic plan and execution in advancing our U.S. drone manufacturing operations.”
About J-Star Holding Co., Ltd.
J-Star Holding Co., Ltd. is a global manufacturer of carbon fiber and composite material products, with a legacy in high-performance cycling components and a growing portfolio of applications across healthcare, automotive, and other advanced materials markets. For more information, visit j-starholding.com.
Backed by a 50-year legacy of industrial excellence, J-Star Holding Co., Ltd. (Nasdaq: YMAT) develops and commercializes cutting-edge technology in carbon reinforcement and resin systems. Headquartered in Taichung, Taiwan, with IP technology developed to facilitate its expansion into United States, J-Star is dedicated to delivering high-performance composite solutions for next-generation mobility, sports, and defense applications.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s capital markets strategy, its U.S. expansion plans, and its evaluation of opportunities in aerospace and defense-adjacent markets. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially, including those described in the Company’s filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 20-F and its registration statement on Form F-3, as amended. The Company undertakes no obligation to update any forward-looking statements, except as required by law.
Contact
Matt Chesler, CFA
FNK IR
646-809-2183
investor@j-starholding.com
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