http://fasb.org/srt/2026#ChiefExecutiveOfficerMember

Exhibit 99.1

 

HUHUTECH INTERNATIONAL GROUP INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

    Page
Unaudited Consolidated Financial Statements    
Unaudited Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025   F-2
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Six Months Ended June 30, 2026 and 2025   F-3
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Six Months Ended June 30, 2026 and 2025   F-4
Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025   F-5
Notes to Unaudited Condensed Consolidated Financial Statements   F-6 – F-28

 

F-1

 

 

HUHUTECH INTERNATIONAL GROUP INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 

    As of
June 30,
    As of
December 31,
 
    2026     2025  
             
ASSETS            
CURRENT ASSETS:            
Cash   $ 3,577,685     $ 4,428,602  
Restricted cash           300,296  
Short-term investment     55,961        
Note receivable           86,149  
Accounts receivable, net     10,935,867       9,249,042  
Accounts receivable – a related party     75,862       516,290  
Inventories     651,413       1,103,685  
Advance to vendors     1,022,219       1,215,220  
Prepayments and other assets, net     410,785       295,738  
Due from related parties           2,292  
TOTAL CURRENT ASSETS     16,729,792       17,197,314  
                 
Property, plant and equipment, net     3,996,244       4,277,525  
Intangible assets, net     23,918       45,115  
Deferred tax assets     1,094,343       684,847  
Right-of-use assets, net     563,209       159,685  
TOTAL ASSETS   $ 22,407,506     $ 22,364,486  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY                
CURRENT LIABILITIES:                
Short term bank loans   $ 2,577,707     $ 3,359,025  
Long-term bank loan - current     109,786       230,397  
Loan payable from third-party     500,000       500,000  
Accounts payable     4,442,717       5,390,732  
Due to a related party     403,317        
Advance from customers     2,555,789       1,698,526  
Accrued expenses and other liabilities     793,315       801,422  
Taxes payable     1,167,758       884,694  
Operating lease liabilities – current     205,792       142,076  
TOTAL CURRENT LIABILITIES     12,756,181       13,006,872  
Long term bank loans     1,811,476       1,919,974  
Operating lease liabilities – non-current     361,763       22,582  
TOTAL LIABILITIES     14,929,420       14,949,428  
                 
COMMITMENTS AND CONTINGENCIES (Note 13)                
                 
SHAREHOLDERS’ EQUITY:                
Ordinary shares, $0.0000025 par value, 20,000,000,000 shares authorized, 26,785,848 and 24,103,749 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively     66       60  
Share to be issued     1        
Additional paid-in capital     39,922,538       23,050,345  
Statutory reserves     343,077       343,077  
Accumulated deficit     (31,969,471 )     (15,317,791 )
Accumulated other comprehensive loss     (818,125 )     (660,633 )
TOTAL SHAREHOLDERS’ EQUITY     7,478,086       7,415,058  
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY   $ 22,407,506     $ 22,364,486  

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

F-2

 

 

HUHUTECH INTERNATIONAL GROUP INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 

    For the Six Months Ended
June 30,
 
    2026     2025  
Revenues – third parties   $ 10,603,305     $ 9,337,289  
Revenues – related party     61,961       480,183  
Total Revenues     10,665,266       9,817,472  
Cost of revenues – third parties     7,255,457       6,533,648  
Cost of revenues – related party     41,722       144,628  
Total cost of revenues     7,297,179       6,678,276  
Gross profit     3,368,087       3,139,196  
                 
Operating expenses:                
Selling expenses     553,441       899,367  
General and administrative expenses     19,435,356       10,330,446  
Research and development expenses     206,920       520,479  
Total operating expenses     20,195,717       11,750,292  
Loss from operations     (16,827,630 )     (8,611,096 )
                 
Other income (expense):                
Interest income     14,127       6,736  
Interest expense     (87,511 )     (64,246 )
Other expense, net     68,973       2,051  
Total other expense, net     (4,411 )     (55,459 )
                 
Loss before income taxes     (16,832,041 )     (8,666,555 )
                 
(Benefit) provision for income taxes     (180,361 )     64,686  
                 
Net loss     (16,651,680 )     (8,731,241 )
                 
Comprehensive (loss) income                
Foreign currency translation adjustments     (157,492 )     347,485  
Comprehensive loss   $ (16,809,172 )   $ (8,383,756 )
                 
Loss per share                
Basic and diluted   $ (0.68 )   $ (0.38 )
                 
Weighted average number of shares outstanding                
Basic and diluted     24,621,158       23,018,717  

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

F-3

 

 

HUHUTECH INTERNATIONAL GROUP INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

 

    Ordinary shares     Share to be     Additional
paid-in
    Statutory     Accumulated     Accumulated
other
comprehensive
    Total
shareholders’
 
    Shares     Amount     issued     capital     reserves     deficit     Loss     equity  
Balance at January 1, 2025     21,173,413     $ 53     $     $ 4,695,350     $ 343,077     $ 2,026,786     $ (539,797 )   $ 6,525,469  
Net loss                                     (8,731,241 )           (8,731,241 )
Share-based compensation     2,000,000       5             8,799,995                         8,800,000  
Foreign currency translation adjustments                                         347,485       347,485  
Balance at June 30, 2025     23,173,413     $ 58     $     $ 13,495,345     $ 343,077     $ (6,704,455 )   $ (192,312 )   $ 6,941,713  
                                                                 
Balance at January 1, 2026     24,103,749     $ 60     $     $ 23,050,345     $ 343,077     $ (15,317,791 )   $ (660,633 )   $ 7,415,058  
Net loss                                   (16,651,680 )           (16,651,680 )
Private placement     1,292,099       3       1       2,999,996                         3,000,000  
Share-based compensation     1,390,000       3             13,872,197                         13,872,200  
Foreign currency translation adjustments                                         (157,492 )     (157,492 )
Balance at June 30, 2026     26,785,848     $ 66     $ 1     $ 39,922,538     $ 343,077     $ (31,969,471 )   $ (818,125 )   $ 7,478,086  

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

F-4

 

 

HUHUTECH INTERNATIONAL GROUP INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

    For the Six Months Ended
June 30,
 
    2026     2025  
Cash flows from operating activities:                
Net loss   $ (16,651,680 )   $ (8,731,241 )
Adjustments to reconcile net income to net cash (used in) provided by operating activities:                
Depreciation and amortization     143,137       169,951  
Provision for credit losses     2,027,423       30,265  
Deferred tax benefit     (394,377 )     (191,703 )
Amortization of operating lease right-of-use assets     106,613       73,034  
Loss from disposal of property, plant and equipment     661        
Share-based compensation     13,872,200       8,800,000  
Fair value change in marketable securities     825        
Changes in operating assets and liabilities:                
Accounts receivable     (3,474,539 )     (1,375,962 )
Accounts receivable - related party     451,116       (938,394 )
Notes receivable     87,789       249,223  
Inventories     476,977       211,917  
Prepayments and other assets     (105,905 )     (98,286 )
Advance to vendors     227,615       (195,164 )
Accounts payable     (1,041,866 )     467,452  
Accrued expenses and other liabilities     (27,048 )     645,080  
Advance from customers     796,926       591,122  
Taxes payable     254,819       (157,026 )
Operating leases liabilities     (107,383 )     (73,671 )
Net cash used in operating activities     (3,356,697 )     (523,403 )
                 
Cash flows from investing activities:                
Additions to property, plant, and equipment           (93,665 )
Additions to intangible assets           (5,236 )
Repayment from short-term investment     (56,155 )      
Net cash used in investing activities     (56,155 )     (98,901 )
                 
Cash flows from financing activities:                
Advances from related parties     762,924       261,158  
Loan (repayment to) proceeds from third-party     (500,000 )     500,000  
Private placement     3,000,000        
Repayments of bank acceptance notes payable           (550,559 )
Proceeds from short-term bank loans     1,748,659       5,403,440  
Repayment of short-term bank loans     (2,622,989 )     (7,995,277 )
Proceeds from long-term bank loans           2,412,000  
Repayment of long-term bank loans     (132,320 )     (74,088 )
Net cash provided by (used in) financing activities     2,256,274       (43,326 )
                 
Effect of exchange rate changes on cash and restricted cash     5,365       378,523  
Net decrease in cash and restricted cash     (1,151,213 )     (287,107 )
Cash and restricted cash at the beginning of period     4,728,898       3,323,126  
Cash and restricted cash at the end of period   $ 3,577,685     $ 3,036,019  
                 
Reconciliation of cash and restricted cash, end of period                
Cash   $ 3,577,685     $ 2,978,868  
Restricted cash           57,151  
Cash and restricted cash at the end of period   $ 3,577,685     $ 3,036,019  
                 
Supplemental cash flow disclosures:                
Cash paid for income tax   $ 2,194     $ 1,795  
Cash paid for interest   $ 39,545     $ 40,657  
                 
Non-cash investing activities:                
Right-of-use assets obtained in exchange for operating lease obligations   $ 425,194     $ 54,345  

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

F-5

 

 

HUHUTECH INTERNATIONAL GROUP INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 — ORGANIZATION AND BUSINESS DESCRIPTION

 

HUHUTECH International Group Inc. (“HUHUTECH” or the “Company”) is a holding company incorporated under the laws of the Cayman Islands on July 8, 2021. HUHUTECH, through its wholly-owned subsidiaries is a professional system integration provider to design and implement integrated facility management systems and industrial automation monitoring systems mainly for the optoelectronic, semiconductor, telecom and logistic industries in the People’s Republic of China (“China” or “PRC”), Japan, United States and Singapore.

 

Reorganization

 

A Reorganization of the legal structure was completed on January 14, 2022. The Reorganization involved the incorporations of HUHUTECH International Group Inc., a Cayman Islands holding company; HUHUTECH (HK) Limited (“HUHU HK”), a holding company established in Hong Kong, PRC; Wuxi Xinwu District Jianmeng Electromechanical Technology Co., Ltd (“WFOE”), a company established in the PRC; and the transfer of Jiangsu Huhu Electromechanical Technology Co., Ltd (“HUHU China”), a company established in the PRC, to WFOE.

 

Before and after the Reorganization, the Company, together with its subsidiaries, are effectively controlled by the same shareholder, who is the Chief Executive Officer (“CEO”) and the Chairman of the Board of Directors of the Company, therefore the reorganization is considered as a recapitalization of entities under common control in accordance with Accounting Standards Codification (“ASC”) 805-50-25. The consolidation of the Company and its subsidiaries have been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements.

 

Details of the subsidiaries of the Company as of June 30, 2026 are set out below:

 

Name of Entity   Date of
Incorporation/Acquisition
  Jurisdiction of
Formation
  Percentage of
Ownership
  Principal
Activities
HUHUTECH (HK) Limited (“HUHU HK”)   July 28, 2021   Hong Kong, PRC   100% by HUHUTECH   Investment holding
Wuxi-Xinwu District Jianmeng Electromechanical Technology Co., Ltd (“WFOE”)   December 10, 2021   PRC   100% by HUHU HK   Investment holding
Jiangsu Huhu Electromechanical Technology Co., Ltd. (“HUHU China”)   August 20, 2015   PRC   100% by WFOE   System integration and engineering services
Huhu Technology Co., Ltd. (“HUHU Japan”)   April 25, 2022   Japan   100% by HUHUTECH   System integration and engineering services
Aspirational Technology Co. (“HUHU USA”)   January 30, 2025   USA   100% by HUHUTECH   System integration and engineering services
Huhu Technologies Deutschland GmbH (HUHU “Deutschland”)   May 7, 2025   Germany   100% by HUHUTECH   System integration and engineering services
Huhu Technology Singapore Pte. Ltd (HUHU “Singapore”)   August 6, 2025   Singapore   100% by HUHUTECH   System integration and engineering services

 

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). The interim results of operations are not necessarily indicative of results to be expected for any other interim period or for a full year. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation of its financial position and operating results have been included. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2025 and the notes thereto included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2025, filed with the SEC on April 29, 2026. 

 

Principles of consolidation

 

The accompanying unaudited condensed consolidated financial statements include the financial statements of HUHUTECH International Group Inc. and its subsidiaries. All inter-company balances and transactions have been eliminated upon consolidation.

 

F-6

 

 

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

 

Uses of estimates

 

In preparing the unaudited condensed consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on information as of the date of the consolidated financial statements and are adjusted to reflect actual experience when necessary. Significant estimates required to be made by management include, but are not limited to allowance for credit losses, allowance for inventories obsolescence and revenue recognition. Actual results could differ from those estimates.

 

Cash

 

Cash comprises cash at banks and on hand. 

 

Restricted cash

 

Restricted cash consists of amounts which are used as collateral to secure note payable. A note payable is a draft issued by a bank for payments in future, which defers the payment until the due date for redeeming the note. According to the notes payable agreement with the bank, 50% to 100% of the amount is required to be deposited at the bank as security for the notes payable. The security deposit for notes payable amounted to nil and $300,296 as of June 30, 2026 and December 31, 2025, respectively. The Company earns interest at a variable rate per month on this restricted cash balance.

 

Short-term investments

 

The Group’s short-term investments consist of wealth management financial products purchased from SMBC Japan Securities Trading Account. The carrying values of the Group’s short-term investments approximate fair value because of their short-term maturities. The Group recognized loss of $825 and nil in fair value change in marketable securities for the six months ended June 30, 2026 and 2025, respectively.

 

Notes receivable

 

Notes receivable are primarily bank acceptance notes. The Company accepts bank acceptance notes from customers for products sold or services performed in the ordinary course of business. Bank acceptance notes are primarily negotiable instruments with cash settlement from commercial banks within half a year. Upon receipt of the bank acceptance notes, the Company’s accounts receivable from the customers is derecognized. The notes receivable amounted to nil and $86,149 as of June 30, 2026 and December 31, 2025, respectively. The Company reviews its notes receivable on a regular basis to determine if any allowance is necessary. The allowance is based on management’s best estimate of specific losses on individual exposures, as well as a provision on historical trends of collections and utilizations. The allowance for credit losses of notes receivable has been nil.

 

Accounts receivable, net

 

The Company followed ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic 326): in measurement and recognition of expected credit losses for financial assets held and not accounted for at fair value through net income. Accounts receivable are recognized and carried at original invoiced amount less an estimated allowance for credit losses. The Company estimates the allowance for credit losses based on an analysis of the aging of accounts receivable, assessment of collectability, including any known or anticipated economic conditions, customer-specific circumstances, recent payment history and other relevant factors. Allowance for credit losses amounted to $3,823,023 and $1,719,781 as of June 30, 2026 and December 31, 2025, respectively.

 

F-7

 

 

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

 

Inventories

 

Inventories are materials stated at the lower of cost or net realizable value. Costs include purchase price and related shipping costs. The cost of inventories is calculated using the weighted average method. Any excess of the cost over the net realizable value of each item of inventories is recognized as an inventory valuation allowance. Net realizable value is estimated using selling price in the normal course of business less any costs to complete and sell products. As of June 30, 2026 and December 31, 2025, the inventory valuation allowance was nil.

 

Advances to vendors

 

Advance to vendors consists of balances paid to suppliers for technical services and materials that have not been provided or received. Advances to suppliers are short-term in nature and are reviewed periodically to determine whether their carrying value has become impaired. The Company considers the assets to be impaired if the collectability of the advance becomes doubtful. The Company uses the aging method to estimate the allowance for uncollectible balances. In addition, at each reporting date, the Company determines the adequacy of the allowance by evaluating all available information, and then records specific allowances for those advances based on the available facts and circumstances. As of June 30, 2026 and December 31, 2025, the allowance for uncollectible advances to vendors was nil.

 

Prepayments and other assets, net

 

Prepayments and other assets primarily consist of prepaid rents, expenses and deposit, which are presented net of allowance for credit losses. Prepayment and other assets are classified as either current or non-current based on the terms of the respective agreements. These advances are unsecured and are reviewed periodically to determine whether their carrying value has become impaired. The Company considers the assets to be impaired if the collectability of the advance becomes doubtful. The Company uses the aging method to estimate the allowance for uncollectible balances. The allowance is also based on management’s best estimate of specific losses on individual exposures, as well as a provision on historical trends of collections and utilizations. Actual amounts received or utilized may differ from management’s estimate of credit worthiness and the economic environment. Prepayment and other assets are written off against the allowances only after exhaustive collection efforts. The allowance for uncollectible balances amounted to $3,731 and $3,620 as of June 30, 2026 and December 31, 2025, respectively.

 

Land, property, plant and equipment, net

 

Land is recorded at cost. Property, plant and equipment are recorded at cost less accumulated depreciation. Depreciation is provided in the amounts sufficient to depreciate the cost of the related assets over their useful lives using the straight-line method, as follows:

 

    Useful life  
Office equipment   3 – 5 years  
Transportation equipment   2 – 4 years  
Building   4 – 20 years  
Leasehold improvement   5 years  

 

Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the consolidated statements of operations and other comprehensive (loss) income in other income or expenses.

 

F-8

 

 

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

 

Intangible assets

 

Intangible assets consist primarily of the Type Class A license in China in construction and computer software. Type Class A license in construction is valid for five years and subject to renewal. Intangible assets are stated at cost less accumulated amortization. Intangible assets are amortized using the straight-line method.

 

License     5 years  
Computer software     3 – 5 years  

 

Impairment of long-lived assets

 

Long-lived assets, including property, plant and equipment and intangible assets with finite lives, are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount may not be fully recoverable or that the useful life is shorter than the Company had originally estimated. When these events occur, the Company evaluates the impairment by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Company recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. No impairment charge was recognized for the six months ended June 30, 2026 and 2025, respectively.

 

Notes payable

 

Notes payable are bank acceptance notes issued by financial institutions on the Company’s behalf to vendors with a specific due date usually for a period of within 12 months. These notes can either be endorsed by the vendor to other third parties as payment or can be factored to other financial institutions before maturity date. As collateral security for financial institutions’ undertakings, the Company is required to maintain deposits with such financial institutions as restricted cash amounts of 50% to 100% of the balances of the bank acceptance notes.

 

F-9

 

 

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

 

Fair value of financial instruments

 

U.S. GAAP requires certain disclosures regarding the fair value of financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

 

  Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

  Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data.

 

  Level 3 — inputs to the valuation methodology are unobservable.

 

Unless otherwise disclosed, the fair value of the Company’s financial instruments, including cash, notes receivable, accounts receivable, advances to vendors, prepayments and other assets, accounts payable, accrued expenses and other liabilities, advances from customers, notes payable, due to or from related parties and bank loans, approximates their recorded values due to their short-term maturities. The Company determined that the carrying value of the short-term bank loans approximated their fair value by comparing the stated loan interest rate to the rate charged by similar financial institutions.

 

Revenue recognition

 

The Company accounts for revenue recognition under FASB ASC 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the Company applies the following steps:

 

Step 1: Identify the contract (s) with a customer

 

Step 2: Identify the performance obligations in the contract

 

Step 3: Determine the transaction price

 

Step 4: Allocate the transaction price to the performance obligations in the contract

 

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation

 

The Company derives its revenues primarily from three sources: (1) system integration projects; (2) product sales. Contracts with customers do not include cancellation or refund provisions. Payment is generally due within 6 to 12 months of delivery; consequently, the Company has determined that these contracts contain no significant financing components.

 

Revenue from system integration projects

 

The Company’s revenues from system integration projects are normally under fixed-price contracts that may last from six months to three years. These contracts require the Company to perform customized services of project planning, system coding, installation of hardware and equipment, and configuration based on the customers’ specific needs which requires significant customization. Upon delivery of the services and equipment, customer acceptance is generally required. In the same contract, the Company is required to provide a warranty period for one to two years (“warranty period”) after the customized project is delivered with a 3% – 10% holdback of the total contract price (“contract holdback”) which is to be paid after the end of warranty period. The Company determined the warranty clause included in the contractual term is directly related to the quality of the Company’s integration projects and there are no specific tasks to be performed during the warranty period, and therefore, consider it an assurance-type warranty. The warranty is not considered a separate performance obligation and no revenue is associated with these services under ASC 606. Thus, the Company identifies a single performance obligation for the system integration projects, which includes a series of integrated services of project planning, system coding, installation of hardware and equipment, and configuration. Because of the nature of the projects, and the contract owners perform inspection during the project and prior to acceptance, the Company has not experienced material warranty costs and, therefore, does not believe an accrual for these costs is necessary.

 

F-10

 

 

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

 

Revenue is recognized over the contract term using an input method under which the percentage of revenue to be recognized for a given project is measured by the estimates of the extent of progress towards project completion. Such contracts provide that the customer accept completion of progress to date and compensate the Company for services rendered, which may be measured in terms of costs incurred, units installed, or some other measure of progress. Application of the input method requires the use of estimates of costs to be incurred for the performance of the contract. Contract costs include all direct material costs, direct labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, and all costs associated with operation of equipment. The contract holdback is recognized as revenue after the warranty period has expired. The warranty holdback amounted to $797,036 and $773,330 as of June 30, 2026 and December 31, 2025, respectively. The cost estimation process is based upon the professional knowledge and experience of the Company’s engineers, project managers and financial professionals. Management conducts monthly reviews to assess the contract’s schedule, performance, technical matters and estimated cost at completion. When changes in estimated contract costs are identified, such revisions may result in current period adjustments to operations applicable to performance in prior periods.

 

Revenue from product sales

 

The Company generates revenue primarily through the sale and delivery of promised goods to customers and recognizes revenue when control is transferred to customers, which typically occurs upon customer acceptance, in an amount that reflects the consideration the Company expects to be entitled to in exchange for the goods or services and is recorded net of value-added tax (“VAT”). The Company’s contracts with customers are primarily on a fixed-price basis and do not contain cancellable and refund-type provisions. The Company generally provides a one-year warranty against defects in materials related to the sale of products. The Company considerers the warranty as an assurance type warranty since the warranty provides the customer the assurance that the product complies with agreed-upon specifications. Estimated future warranty obligations are included in cost of product sales in the period in which the related revenue is recognized. The determination of the Company’s warranty accrual is based on actual historical experience with the product, estimates of repair and replacement costs and any product warranty problems that are identified after shipment. The Company estimates and adjusts these accruals at each balance sheet date in accordance with changes in these factors.

 

Contract balances

 

Accounts receivable represents amounts for which the Company has an unconditional right to consideration, including amounts recognized as revenue upon the satisfaction of performance obligations but not yet invoiced. Under the Company’s contractual arrangements, the right to payment becomes unconditional upon the completion of services and customer acceptance. Consequently, the Company had no contract assets as of June 30, 2026 and December 31, 2025.

 

Unearned revenues consist of payments received from customers related to unsatisfied performance obligations at the end of the period. These balances are recorded as advance from customers. Advance from customers amounted to $2,555,789 and $1,698,526 at June 30, 2026 and December 31, 2025, respectively. Revenue recognized that was included in contract liabilities at the beginning of the year was $104,495 and $866,201 for the six months ended June 30, 2026 and 2025, respectively. All unsatisfied performance obligations are expected to be fulfilled within the next twelve months and no significant financing component is involved. The Company’s revenue arrangements do not include significant financing component because the duration between customer payment and the transfer of promised services is less than 12 months. Security deposit held for more than 12 months are recorded at present value using the Company’s primary borrowing rate, however, the impact of discounted interest expense was immaterial for the six months ended June 30, 2026 and 2025.

 

Disaggregation of revenues

 

For the six months ended June 30, 2026 and 2025, the disaggregation of revenues by major revenue stream is as follows:

 

    For the Six Months Ended
June 30,
 
    2026     2025  
             
System integration projects   $ 9,018,758     $ 9,400,024  
Product sales     1,646,508       417,448  
Total   $ 10,665,266     $ 9,817,472  

 

F-11

 

 

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

 

Revenue by geographic area

 

The following table presents revenue by geographic location for the six months ended June 30, 2026 and 2025:

 

    For the Six Months Ended June 30,  
    2026     2025  
             
PRC   $ 4,967,410     $ 3,838,722  
Japan     2,005,202       5,978,750  
USA     2,785,759        
Germany     782,821        
Singapore     124,074        
Total revenues   $ 10,665,266     $ 9,817,472  

 

Research and development costs

 

Research and development activities are directed toward the development of cleaning control system, ultrapure water control system, gas detection system, and temperature automatic control system used in the semiconductor manufacturing process. These costs, which primarily include salaries, contract services and supplies, are expensed as incurred.

 

Operating leases

 

The Company has lease contracts for manufacturing facilities and office space under operating leases. The Company determines whether an arrangement constitutes a lease and records lease liabilities and right-of-use assets on its consolidated balance sheets at lease commencement. The Company measures its lease liabilities based on the present value of the total lease payments not yet paid discounted based on the more readily determinable of the rate implicit in the lease or its incremental borrowing rate, which is the estimated rate the Company would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease. The Company estimates its incremental borrowing rate based on an analysis of weighted average interest rate of its own bank loans. The Company measures right-of-use assets based on the corresponding lease liability adjusted for payments made to the lessor at or before the commencement date, and initial direct costs it incurs under the lease. The Company begins recognizing lease expense when the lessor makes the underlying asset available to the Company.

 

For leases with lease term less than one year (short-term leases), the Company records operating lease expense in its consolidated statements of income on a straight-line basis over the lease term and records variable lease payments as incurred.

 

Value added tax (“VAT”)

 

Revenue represents the invoiced value of goods and services, net of VAT in PRC and Germany subsidiaries. The VAT is based on gross sales price and VAT rates range from 6% to 19%, depending on the type of products sold or service provided. Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities. Net VAT balance between input VAT and output VAT is recorded in taxes payable. All of the VAT returns filed by the Company’s subsidiaries in PRC remain subject to examination by the tax authorities for five years from the date of filing.

 

Consumption tax

 

The Japan consumption tax is the difference between the total sales and total purchases and consumption tax rate range from 3% to 10%, depending on the type of products sold and or service provided. Entities that are consumption tax general taxpayers are allowed to offset qualified input consumption tax paid to suppliers against their output consumption tax liabilities. Net consumption tax balance between input consumption tax and output consumption tax is recorded in taxes payable. All of the consumption tax returns filed by the Company’s subsidiaries in Japan remain subject to examination by the tax authorities for seven years from the date of filing.

 

F-12

 

 

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

 

Government grants

 

Government grants are recognized in “Other income, net” or as a reduction of specific costs and expenses for which the grants are intended to compensate. These amounts are recorded upon receipt, provided all attached conditions have been fulfilled. For the six months ended June 30, 2026 and 2025, the Company received $23,825 and $14,202 of government grants in China for various research programs, respectively. The benefit of these government grants, net of taxes, on net loss per share (basic and diluted) was nil for the six months ended June 30, 2026 and 2025.

 

Income taxes

 

Cayman Islands

 

The Company is incorporated in the Cayman Islands and is not subject to tax on income or capital gains under the laws of the Cayman Islands. Additionally, the Cayman Islands does not impose a withholding tax on payments of dividends to shareholders.

 

Germany

 

Under German tax laws, HUHU Deutschland is subject to a statutory income tax rate at 15.825% if revenue is generated in Germany.

 

USA

 

HUHU USA is subject to 21% federal corporate income tax and a 4.9% Arizona state income tax.

 

Singapore

 

Under Singapore tax laws, subsidiary in Singapore is subject to a statutory income tax rate of 17.0% if revenue is generated in Singapore and there are no withholding taxes in Singapore on remittance of dividends.

 

Hong Kong

 

Under Hong Kong tax laws, HUHU HK is subject to a tax rate of 8.25% on assessable profits up to $255,102 (HK$2,000,000) and a tax rate of 16.5% on any part of assessable profits over $255,102 (HK$2,000,000) if revenue is generated in Hong Kong, and it is exempted from income tax on its foreign-derived income. There are no withholding taxes in Hong Kong on remittance of dividends. 

 

PRC

 

Under the Enterprise Income Tax (“EIT”) Law of PRC, domestic enterprises and Foreign Investment Enterprises (the “FIE”) are usually subject to a unified 25% enterprise income tax rate while preferential tax rates, tax holidays and even tax exemption may be granted on case-by-case basis. EIT grants preferential tax treatment to High and New Technology Enterprises (“HNTEs”). Under this preferential tax treatment, HNTEs are entitled to an income tax rate of 15%, subject to a requirement that they re-apply for HNTE status every three years. HUHU China was approved as a HNTE and is entitled to a reduced income tax rate of 15% beginning December 2022. The certificate is valid until December 2025 and renewed on December 16, 2025.

 

EIT is typically governed by the local tax authority in PRC. Each local tax authority at times may grant preferred tax treatment to local enterprises as a way to encourage entrepreneurship and stimulate local economy. The impact of the tax treatment noted above decreased PRC taxes by nil for the six months ended June 30, 2026 and 2025. The benefit of the preferred tax treatment on net loss per share (basic and diluted) was nil for the six months ended June 30, 2026 and 2025.

 

Japan

 

The Company’s subsidiary in Japan is mainly subject to Japanese national and local income taxes, inhabitant tax, and enterprise tax, which, in the aggregate, represent a statutory income tax rate of 31.9% for the six months ended June 30, 2026 and 2025. 

 

The Company accounts for income taxes in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. No significant penalties or interest relating to income taxes have been incurred for the six months ended June 30, 2026 and 2025. All of the tax returns of the Company’s subsidiaries in the PRC remain subject to examination by the tax authorities for five years from the date of filing.

 

F-13

 

 

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

 

Loss per Share

 

The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average ordinary shares outstanding for the period. Diluted EPS presents the dilutive effect on a per-share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the six months ended June 30, 2026 and 2025, there were no dilutive shares.

 

Warrants

 

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent annual period end date while the warrants are outstanding.

 

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.

 

Share-based compensation

 

The Company follows the provisions of ASC 718, “Compensation - Stock Compensation,” which establishes the accounting for employee and non-employee share-based awards. For employee share-based awards, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense with graded vesting on a straight-line basis over the requisite service period for the entire award.

 

Foreign currency translation

 

The functional currencies of the Company are the local currency of the country in which the subsidiaries operate. The Company’s consolidated financial statements are reported using U.S. Dollars. The results of operations and the consolidated statements of cash flows denominated in foreign currencies are translated at the average rates of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect on that date. The equity denominated in the functional currencies is translated at the historical rates of exchange at the time of capital contributions. Because cash flows are translated based on the average translation rates, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component in accumulated other comprehensive income included in consolidated statements of changes in equity. Gains and losses from foreign currency transactions are included in the consolidated statement of income and comprehensive income.

 

Since the Company operates primarily in the PRC, the Company’s main functional currency is the Chinese Yuan (“RMB”). HUHU Japan’s functional currency is the Japanese Yen (“JPY”). The Company’s consolidated financial statements have been translated into the reporting currency of U.S. Dollars (“US$”). The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into US$ at the rates used in the translation.

 

The following table outlines the currency exchange rates that were used in creating the consolidated financial statements in this report:

 

    For the
Six Months Ended
June 30,
2026
    For the
Year Ended
December 31,
2025
    For the
Six Months Ended
June 30,
2025
 
Period End RMB: USD exchange rate     6.7851       6.9931       7.1636  
Period Average RMB: USD exchange rate     6.8624       7.1875       7.2526  
Period End JPY: USD exchange rate     162.61       156.80       144.17  
Period Average JPY: USD exchange rate     158.15       149.57       148.38  
Period End EUR: USD exchange rate     0.8759       0.8521       0.8496  
Period Average EUR: USD exchange rate     0.8572       0.8845       0.9138  
Period End SGD: USD exchange rate     1.2941       1.2859        
Period Average SGD: USD exchange rate     1.2775       1.3065        

 

F-14

 

 

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

 

Comprehensive loss

 

Comprehensive loss consists of two components, net loss and other comprehensive (loss) income. Other comprehensive (loss) income refers to revenue, expenses, gains and losses that under U.S. GAAP are recorded as an element of shareholders’ equity but are excluded from net loss. Other comprehensive (loss) income consists of foreign currency translation adjustments resulting from the Company not using US$ as its functional currency.

 

Segment reporting

 

In accordance with ASC Topic 280, Segment Reporting, the Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer. The Company’s CODM reviews the consolidated financial results when making decisions about allocating resources and assessing the performance of the Company as a whole and hence, the Company has only one reportable segment. The Company operates and manages its business in PRC, USA, Singapore, Germany and Japan as a single segment.

 

Concentrations of risks

 

(a) Concentration of credit risk

 

Assets that potentially subject the Company to a significant concentration of credit risk primarily consist of cash, accounts receivable and other current assets. The maximum exposure of such assets to credit risk is their carrying amounts as at the balance sheet dates. As of June 30, 2026 and December 31, 2025, the aggregate amount of cash of $755,784 and $2,024,619, respectively, was held at major financial institutions in PRC. Cash balances in bank accounts in PRC are insured by the People’s Bank of China Financial Stability Department (“FSD”) where there is a RMB 500,000 (approximately $70,000) deposit insurance limit for a legal entity’s aggregated balance at each bank. As of June 30, 2026 and December 31, 2025, the Company had $1,882,679 and $2,130,682 in bank accounts in Japan. Cash balances in bank accounts in Japan are insured pursuant to the Deposit Insurance Act in Japan. Under the Deposit Insurance Act in Japan, the maximum amount of protection is JPY 10 million (approximately $76,000) per customer within one bank. As of June 30, 2026 and December 31, 2025, the Company had $358,151 and $99,572 in bank accounts in USA. Cash balances in bank accounts in USA are insured pursuant to the Federal Deposit Insurance Act. Under the Federal Deposit Insurance Act in USA, the maximum amount of protection is USD 0.25 million per customer within one bank. As of June 30, 2026 and December 31, 2025, the Company had $501,843 and $56,232 in bank accounts in Germany. Cash balances in bank accounts in Germany are insured pursuant to the Einlagensicherungsgesetz (EinSiG). Under the EinSiG in Germany, the maximum amount of protection is EUR 0.1 million (approximately $117,000) per customer within one bank. As of June 30, 2026 and December 31, 2025, the Company had $45,569 and $80,950 in bank accounts in Singapore. Cash balances in bank accounts in Singapore are insured pursuant to the Deposit Insurance and Policy Owners’ Protection Schemes Act 2011. Under the Deposit Insurance and Policy Owners’ Protection Schemes Act 2011 in Singapore, the maximum amount of protection is SGD 0.1 million (approximately $78,000) per customer within one bank. As a result, balance in bank that not covered by Deposit Insurance Act were $2,241,771 and $3,759,538 as of June 30, 2026 and December 31, 2025, respectively. To limit the exposure to credit risk relating to deposits, the Company primarily places cash deposits with large financial institutions. The Company conducts credit evaluations of its customers and suppliers, and generally does not require collateral or other security from them. The Company establishes an accounting policy to provide for allowance for credit losses based on the individual customer’s and supplier’s financial condition, credit history, and the current economic conditions.

 

F-15

 

 

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

 

(b) Significant customers

 

For the six months ended June 30, 2026, three customers accounted for 26.1%, 13.2% and 11.2% of total revenues, respectively. For the six months ended June 30, 2025, one customer accounted for 38.8% of total revenues. As of June 30, 2026, two customers accounted for 13.2% and 12.8% of total accounts receivable, respectively. As of December 31, 2025, two customers accounted for 16.1% and 10.0% of total accounts receivable, respectively.

 

(c) Significant suppliers

 

For the six months ended June 30, 2026, two suppliers accounted for approximately 18.5% and 10.9% of total purchases, respectively. For the six months ended June 30, 2025, two suppliers accounted for approximately 22.8% and 12.1% of total purchases, respectively. As of June 30, 2026, four suppliers accounted for approximately 19.9%, 16.1%, 14.0% and 10.7% of total accounts payable, respectively. As of December 31, 2025, three suppliers accounted for approximately 11.9%, 11.1% and 10.6% of total accounts payable, respectively.

 

(d) Foreign currency risk

 

A majority of the Company’s transactions are denominated in RMB and a significant portion of the Company and its subsidiaries’ assets and liabilities are denominated in RMB. RMB is not freely convertible into foreign currencies. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (“PBOC”). Remittances in currencies other than RMB by the Company in China must be processed through the PBOC or other China foreign exchange regulatory bodies which require certain supporting documentation in order to affect the remittance.

 

The Company’s functional currency is the local currency where the subsidiary operates in, mainly RMB and JPY, and the Company’s financial statements are presented in U.S. dollars. It is difficult to predict how market forces and U.S. government policy may impact the exchange rate between the local currencies and the U.S. dollar in the future. The change in the value of the local currencies relative to the U.S. dollar may affect the Company’s financial results reported in the U.S. dollar terms without giving effect to any underlying changes in the Company’s business or results of operations. Currently, the Company’s assets, liabilities, revenues and costs are denominated in RMB and JPY. To the extent that the Company needs to convert U.S. dollars into RMB and JPY for capital expenditures and working capital and other business purposes, appreciation of RMB and JPY against U.S. dollars would have an adverse effect on the RMB and JPY amount the Company would receive from the conversion. Conversely, if the Company decides to convert RMB and JPY into U.S. dollars for the purpose of making payments for dividends, strategic acquisition or investments or other business purposes, appreciation of U.S. dollars against RMB and JPY would have a negative effect on the U.S. dollar amount available to the Company.

 

F-16

 

 

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

 

Recent accounting pronouncements

 

The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.

 

In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets. ASU 2025-05 amends ASC 326, Financial Instruments—Credit Losses, and introduces a practical expedient available for all entities and an accounting policy election available for all entities, other than public business entities, that elect the practical expedient. These changes apply to the estimation of expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue Recognition. Under the practical expedient, entities may assume that current conditions as of the balance sheet date remain unchanged for the remaining life of the asset when developing reasonable and supportable forecasts. This simplifies the estimation process for short-term financial assets. ASU 2025-05 is effective for the Group’s annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. ASU 2025-05 should be applied on a prospective basis. The Company does not expect the adoption of this standard will have a material impact on its Consolidated Financial Statements.

 

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities to establish authoritative guidance on the accounting for government grants received by business entities. This update is effective beginning with the Group’s 2029 fiscal year annual reporting period, with early adoption permitted. The Group is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.

 

In December 2025, the FASB issued ASU 2025-12, Codification Improvements. ASU 2025-12 makes thirty-three incremental improvements to generally accepted accounting principles. ASU 2025-12 is effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact of ASU 2025-12 on its financial statements and related disclosures.

 

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, statements of operations and comprehensive (loss) income and statements of cash flows.

 

NOTE 3 — ACCOUNTS RECEIVABLE, NET

 

    June 30,
2026
    December 31,
2025
 
             
Accounts receivable from third-party customers   $ 14,758,890     $ 10,968,823  
Less: allowance for credit losses     (3,823,023 )     (1,719,781 )
Accounts receivable, net   $ 10,935,867     $ 9,249,042  

 

F-17

 

 

NOTE 3 — ACCOUNTS RECEIVABLE, NET (cont.)

 

    June 30,
2026
    December 31,
2025
 
             
Accounts receivable from non-state-owned customers   $ 11,568,482     $ 8,282,192  
Accounts receivable from state-owned customers     3,190,409       2,686,631  
Less: allowance for credit losses     (3,823,023 )     (1,719,781 )
Accounts receivable, net   $ 10,935,867     $ 9,249,042  

 

Allowance for credit losses movement is as follows:

 

    June 30,
2026
    December 31,
2025
 
             
Beginning balance   $ 1,719,781     $ 367,577  
Provision     2,027,423       1,336,110  
Foreign currency translation adjustments     75,819       16,094  
Ending balance   $ 3,823,023     $ 1,719,781  

 

Approximately $5.5 million or 37.0% of the account receivable balance as of June 30, 2026 has been collected as of September 7, 2026.

 

NOTE 4 — INVENTORIES

 

Inventories consist of the following:

 

    June 30,
2026
    December 31,
2025
 
                 
Finished   $ 651,413     $ 1,103,685  

 

As of June 30, 2026 and December 31, 2025, the Company has not made any provision for inventory impairment.

 

NOTE 5 — PREPAYMENTS AND OTHER ASSETS, NET

 

Prepayments and other assets consisted of the following:

 

    June 30,
2026
    December 31,
2025
 
             
Prepaid rents   $ 12,727     $ 19,642  
Deposits     95,020       42,197  
Prepaid expense     58,842       80,674  
Value-added tax refund and income tax refund     247,927       156,845  
Less: allowance for uncollectible balances     (3,731 )     (3,620 )
Prepayments and other current assets; net   $ 410,785     $ 295,738  

 

Allowance for credit losses movement is as follows:

 

    June 30,
2026
    December 31,
2025
 
             
Beginning balance   $ 3,620     $ 3,468  
Foreign currency translation adjustments     111       152  
Ending balance   $ 3,731     $ 3,620  

 

F-18

 

 

NOTE 6 — LAND, PROPERTY, PLANT AND EQUIPMENT, NET

 

Property, plant and equipment, net, consist of the following:

 

    June 30,
2026
    December 31,
2025
 
             
Building   $ 2,928,362     $ 3,046,014  
Office equipment     478,172       471,350  
Transportation equipment     501,328       483,852  
Land     904,133       948,703  
Leasehold improvement     272,316       264,284  
Subtotal     5,084,311       5,214,203  
Less: accumulated depreciation     (1,088,067 )     (936,678 )
Property and equipment, net   $ 3,996,244     $ 4,277,525  

 

Depreciation expense for the six months ended June 30, 2026 and 2025 amounted to $121,375 and $149,200, respectively. Construction in progress as of December 31, 2024 primarily represents the new office building under construction for HUHU Japan, which is completed and transferred to building in year 2025.

 

NOTE 7 — INTANGIBLE ASSETS, NET

 

The Company states intangible assets at cost less accumulated amortization.

 

    June 30,
2026
    December 31,
2025
 
             
License   $ 235,223     $ 228,587  
Computer software     2,440       2,560  
Less: accumulated amortization     (213,745 )     (186,032 )
Intangible assets, net   $ 23,918     $ 45,115  

 

Amortization expenses were $21,762 and $20,750 for the six months ended June 30, 2026 and 2025, respectively.

 

The estimated future amortization expenses are as follows:

 

Six Months ending June 30,   Estimated
Amortization
Expense
 
       
2026   $ 19,172  
2027     793  
2028     468  
2029     305  
2030     305  
2031 and thereafter     2,875  
Total   $ 23,918  

 

F-19

 

 

NOTE 8 — LEASES

 

The Company has several operating leases for manufacturing facilities and offices. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

 

The Company adopts Topic 842 using a modified retrospective transition method. The Company combines the lease and non-lease components in determining the ROU assets and related lease obligation. Adoption of this standard resulted in the recording of operating lease ROU assets and corresponding operating lease liabilities. ROU assets and related lease obligations are recognized at commencement date based on the present value of remaining lease payments over the lease term.

 

Total lease expense amounted to $113,144 for the six months ended June 30, 2026, which included $6,531 interest and $106,613 amortization expenses of ROU assets. Total lease expense amounted to $76,801 for the six months ended June 30, 2025, which included $3,767 interest and $73,034 amortization expenses of ROU assets. Total cash paid for operating leases amounted to $116,696 and $91,691 for the six months ended June 30, 2026 and 2025, respectively.

 

Supplemental balance sheet information related to operating leases was as follows:

 

    June 30,
2026
    December 31,
2025
 
             
Right-of-use assets, net   $ 563,209     $ 159,685  
Operating lease liabilities – current   $ 205,792     $ 142,076  
Operating lease liabilities – non-current     361,763       22,582  
Total operating lease liabilities   $ 567,555     $ 164,658  

 

The weighted average remaining lease terms and discount rates for all of operating leases were as follows as of June 30, 2026:

 

Remaining lease term and discount rate:      
Weighted average remaining lease term (years)     3.67  
Weighted average discount rate     3.4 %

 

The following is a schedule of maturities of lease liabilities as of June 30, 2026:

 

Six Months ending June 30      
       
2026   $ 106,483  
2027     162,244  
2028     99,766  
2029     80,497  
2030 and thereafter     119,167  
Total future minimum lease payments   $ 568,157  
Less: imputed interest     602  
Total   $ 567,555  

  

F-20

 

 

NOTE 9 — ACCRUED EXPENSE AND OTHER LIABILITIES

 

Accrued expenses and other liabilities consisted of the following:

 

    June 30,
2026
    December 31,
2025
 
             
Payroll payable   $ 603,069     $ 651,006  
Rent payable     15,245       28,119  
Other payables     175,001       122,297  
Total   $ 793,315     $ 801,422  

 

NOTE 10 — LOANS

 

Short-term bank loans 

 

Short-term bank loans represent amounts due to various banks maturing within one year. The principal of the borrowings is due at maturity. Accrued interest is due either monthly or quarterly. Short-term borrowings consisted of the following: 

 

    June 30,
2026
    December 31,
2025
 
             
Bank of Communications                
Interest rate of 2.20%, from December 23, 2025 to June 26, 2026   $     $ 428,994  
Bank of China                
Interest rate of 2.30%, from July 14, 2025 to July 13, 2026     663,218       643,491  
Bank of Nanjing                
Interest rate of 2.39%, from June 9, 2025 to June 8, 2026           1,000,987  
Interest rate of 2.20%, from June 1, 2026 to May 30, 2027     736,909        
Industrial and Commercial Bank of China                
Interest rate of 2.21%, from October 30, 2025 to October 30, 2026     735,435       1,285,553  
Bank of Jiangsu                
Interest rate of 2.30%, from March 26, 2026 to March 25, 2027     442,145        
Total   $ 2,577,707     $ 3,359,025  

 

F-21

 

 

NOTE 10 — LOANS (cont.)

 

On June 9, 2025, the Company entered into a loan agreement with the Bank of Nanjing to obtain a loan of $1,429,981 (RMB 10,000,000) with a maturity date on June 8, 2026 at a fixed annual interest rate of 2.39%. After the repayment of $428,994 during fiscal year 2025, the loan balance was $1,000,987 as of December 31, 2025. Mr. Yujun Xiao, the CEO of the Company, and Ms. Yinglai Wang, the shareholder and Chair of the Board of Directors of the Company, guaranteed the repayment of the loan. 

 

On July 14, 2025, the Company entered into a loan agreement with the Bank of China to obtain a loan of $663,218 (RMB 4,500,000) with a maturity date on July 13, 2026 at a fixed annual interest rate of 2.30%. Mr. Yujun Xiao, the CEO of the Company, and Ms. Yinglai Wang, the shareholder and Chair of the Board of Directors of the Company, guaranteed the repayment of the loan.

 

On October 30, 2025, the Company entered into a loan agreement with the Industrial and Commercial Bank of China to obtain a loan of $1,472,344 (RMB 9,990,000) with a maturity date on October 30, 2026 at a fixed annual interest rate of 2.21%. After the repayment of $186,791 during fiscal year 2025, the loan balance was $1,285,553 as of December 31, 2025. After the repayment of $736,909 during the six months ended June 30, 2026, the loan balance was $735,435 as of June 30, 2026. Ms. Yinglai Wang, the shareholder and Chair of the Board of Directors of the Company, guaranteed the repayment of the loan.

 

On December 23, 2025, the Company entered into a loan agreement with the Bank of Communications to obtain a loan of $428,994 (RMB 3,000,000) with a maturity date on June 26, 2026 at a fixed annual interest rate of 2.20%. Mr. Yujun Xiao, the CEO of the Company, and Ms. Yinglai Wang, the shareholder and Chair of the Board of Directors of the Company, guaranteed the repayment of the loan.

 

On March 26, 2026, the Company entered into a loan agreement with the Bank of Jiangsu to obtain a loan of $442,145 (RMB 3,000,000) with a maturity date on March 25, 2027 at a fixed annual interest rate of 2.30%. Mr. Yujun Xiao, the CEO of the Company, and Ms. Yinglai Wang, the shareholder and Chair of the Board of Directors of the Company, guaranteed the repayment of the loan.

 

On June 1, 2026, the Company entered into a loan agreement with the Bank of Nanjing to obtain a loan of $1,031,672 (RMB 7,000,000) with a maturity date on May 30, 2027 at a fixed annual interest rate of 2.20%. After the repayment of $ 294,763 during the six months ended June 30, 2026, the loan balance was $736,909 as of June 30, 2026. Mr. Yujun Xiao, the CEO of the Company, and Ms. Yinglai Wang, the shareholder and Chair of the Board of Directors of the Company, guaranteed the repayment of the loan. 

 

F-22

 

 

NOTE 10 — LOANS (cont.)

 

Long-term bank loans  

 

Long-term bank loans consisted of the following:

 

    June 30,
2026
    December 31,
2025
 
             
The Kumamoto Bank                
Interest rate of 1.585%, from April 18, 2025 to March 31, 2035   $ 1,921,262     $ 2,150,371  
Total     1,921,262       2,150,371  
Less: Long-term bank loans - current     109,786       230,397  
Long-term bank loans - non-current   $ 1,811,476     $ 1,919,974  

 

On April 18, 2025, the Company entered into a loan agreement with the Bank of Kumamoto to obtain a loan of $2,195,728 (JPY 360,000,000) with a maturity date on March 31, 2035 at a fixed annual interest rate of 1.585%. After the repayment of $45,357 during fiscal year 2025, the loan balance was $2,150,371 as of December 31, 2025. After the repayment of $274,466 during the six months ended June 30, 2026, the loan balance was $1,921,262 as of June 30, 2026. Mr. Yujun Xiao, the CEO of the Company, guaranteed the repayment of the loan. 

 

For the six months ended June 30, 2026 and 2025, the Company recorded bank loan interest expenses of $87,511 and $64,246, respectively.

 

NOTE 11 — RELATED PARTIES BALANCES AND TRANSACTIONS

 

Related party balances as of June 30, 2026 and December 31, 2025, and transactions for the six months ended June 30, 2026 and 2025 are as follows:

 

(1) Related party relationships:

 

Name of Related Party   Relationship to the Company
Mr. Yujun Xiao   CEO of the Company and spouse of Ms. Yinglai Wang
Ms. Yinglai Wang   Chairperson of the Company and spouse of Mr. Yujun Xiao
Anhui Zhongke Shengwei Intelligent Data Co., Ltd (“Anhui Zhongke”)   Mr. Yujun Xiao is the legal representative and holds 9.51% of the shares
Jiangsu Hephaesi Semiconductor Co., Ltd   Mr. Yujun Xiao is the legal representative and holds 2% of the shares

 

(2) Sales of products to a related party:

 

    For the Six Months Ended
June 30,
 
    2026     2025  
Jiangsu Hephaesi Semiconductor Co., Ltd   $ 61,961     $ 480,183  

 

(3) Purchases from a related party:

 

    For the Six Months Ended
June 30,
 
    2026     2025  
Anhui Zhongke   $ 41,722     $ 144,628  

 

Our affiliated entity Anhui Zhongke and HUHU China entered into a software purchase agreement, whereby Anhui Zhongke sold factory management and monitoring software to HUHU China. The purchase price of the software is $41,722 and $144,628 for the six months ended June 30, 2026 and 2025, respectively. The software was then sold to customers and the purchase price of the software was included in cost of revenue.

 

F-23

 

 

NOTE 11 — RELATED PARTIES BALANCES AND TRANSACTIONS (cont.)

 

(4) Accounts receivable-a related party:

 

    As of
June 30,
    As of December 31,  
    2026     2025  
             
Jiangsu Hephaesi Semiconductor Co., Ltd   $ 75,862     $ 516,290  

 

The account receivable balance as of June 30, 2026 has been approximately $790 collected as of September 9, 2026.

 

(5) Due to a related party:

 

    As of
June 30,
    As of
December 31,
 
    2026     2025  
             
Mr. Yujun Xiao   $ 403,317     $  

 

Mr. Yujun Xiao made advances to the Company as working capital to support the Company’s operations. The balances are unsecured, interest-free and due upon demand.

 

(6) Due from a related party:

 

    As of
June 30,
    As of
December 31,
 
    2026     2025  
             
Mr. Yujun Xiao   $     $ 2,292  

 

The balance represented travel advances issued to Mr. Yujun Xiao, which was later settled and recognized as expense reimbursements.

 

NOTE 12 — TAXES

 

Corporate Income Taxes (“CIT”)

 

The income before taxes by geographic area is as follows:

 

Loss before taxes:   For the
Six Months
 Ended
June 30,
2026
    For the
Six Months
 Ended
June 30,
2025
 
             
China   $ (1,384,896 )   $ (754,674 )
Japan     (272,171 )     1,184,949  
USA     753,504       (26,085 )
Germany     (122,381 )     (26,310 )
Cayman     (15,713,828 )     (9,044,435 )
Singapore     (92,269 )      
Total loss before taxes   $ (16,832,041 )   $ (8,666,555 )

 

F-24

 

 

NOTE 12 — TAXES (cont.)

 

The components of the income tax provision are as follows:

 

    For the
Six Months
 Ended
June 30,
2026
    For the
Six Months
 Ended
June 30,
2025
 
             
Current income tax expense   $ 214,016     $ 256,389  
Deferred income tax expense     (394,377 )     (191,703 )
Total (benefit) provision for income taxes   $ (180,361 )   $ 64,686  

 

The following table reconciles the PRC statutory rate to the Company’s effective tax rate:

 

    For the
Six Months
 Ended
June 30,
2026
    For the
Six Months
 Ended
June 30,
2025
 
             
PRC statutory tax rate     25 %     25 %
Effect of different tax jurisdiction     (23.4 )%     (24.3 )%
Non-deductible items*     (0.5 )%     (1.4 )%
Effective tax rate     1.1 %     (0.7 )%

 

* Non-deductible items represent excess expenses and losses not deductible for PRC tax purpose.

 

The following table summarizes deferred tax assets and liabilities resulting from differences between financial accounting basis and tax basis of assets and liabilities:

 

    June 30,
2026
    December 31,
2025
 
             
Deferred tax assets:            
Allowance for credit losses   $ 448,038     $ 258,510  
Net operating losses     646,305       426,337  
Total deferred tax assets   $ 1,094,343     $ 684,847  

 

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the cumulative earnings and projected future taxable income in making this assessment. Recovery of substantially all of the Company’s deferred tax assets is dependent upon the generation of future income, exclusive of reversing taxable temporary differences. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are recoverable, management believes that it is more likely than not that the results of future operations will generate sufficient taxable income to realize the deferred tax assets as of June 30, 2026.

 

Taxes payable

 

Taxes payable consists of the following:

 

    June 30,
2026
    December 31,
2025
 
             
Income tax payable   $ 538,952     $ 399,156  
VAT payable     628,806       482,587  
Other taxes payable           2,951  
Total taxes payable   $ 1,167,758     $ 884,694  

 

F-25

 

 

NOTE 13 — SHAREHOLDERS’ EQUITY

 

Ordinary shares

 

The Company was authorized to issue 5,000,000,000 Ordinary Shares with a par value of $0.00001 each. On July 15, 2024, the Company effected a 1-for-4 forward split of its Ordinary Shares. As a result, the authorized share capital of the Company is US$50,000 divided into 20,000,000,000 Ordinary Shares, par value $0.0000025 per ordinary share. As of June 30, 2026 and December 31, 2025, 26,785,848 and 24,103,749 Ordinary Shares are issued and outstanding, respectively.

 

The Company believes that the share information should be accounted for on a retroactive basis pursuant to ASC 260. All ordinary shares and per share data for all periods have been retroactively restated accordingly.

 

Capital contributions

 

HUHU China was incorporated under the laws of the People’s Republic of China with a total registered capital of approximately $3.27 million (RMB 21,575,000). As of December 31, 2019, the Company received total capital contributions of approximately $1.16 million (RMB 8,000,000). During the years ended December 31, 2020 and 2021, the Company received capital contributions of $113,636 (RMB 790,000) and $461,041 (RMB 3,000,000), respectively. As of the date of this report, pursuant to the articles of incorporation of HUHU China, the remaining capital investment of approximately $1.54 million (RMB 9,785,000) shall be contributed in full before December 31, 2049.

 

Initial Public Offering

 

On October 23, 2024, the Company closed the initial public offering (the “IPO” or the “Offering”) of its 1,050,000 ordinary shares priced at $4.00 per share. The net proceeds to the Company from the IPO, after deducting the underwriting discount, the underwriters’ fees and expenses, and the Company’s estimated offering expenses, were approximately $2.4 million.

 

Pursuant to the Underwriting Agreement, the Company also granted the underwriters a 45-day option to purchase up to 157,500 Ordinary Shares at the Public Offering Price, less the underwriting discount, to cover over-allotment, if any (the “Over-Allotment Option”). On November 19, 2024, the Representative exercised the Over-Allotment Option partially to purchase an additional 123,413 Ordinary Shares. The Company received approximately $432,000 in net proceeds from the partial exercise of the Over-Allotment Option, after deducting underwriting discounts and other estimated expenses payable by the Company. The closing of the Over-Allotment Option took place on November 21, 2024 (the “Over-Allotment Closing”). Total net proceeds from the IPO and the overallotment were approximately $2.9 million.

 

Underwriter’s Warrants

 

In connection with closing of the IPO on October 23, 2024, the Company granted to the underwriter or its designated affiliates share purchase warrants (“Underwriter’s Warrants”) to purchase a number of Ordinary Shares equal to 58,670 Ordinary Shares sold in the IPO. Such warrants shall have an exercise price equal to 125% of the offering price of the Ordinary Shares sold in the IPO. The Underwriter Warrants will be exercisable during the four and half year period commencing six months from the commencement date of sales in the offering. The Company determined the Underwriter’s Warrants issued in connection with IPO was classified as equity, because they are indexed to its own shares and meet the requirements for the equity classification.

 

On July 15, 2025, the underwriter delivered an exercise notice to the Company for the cashless exercise of 8,916 warrants, resulting in the issuance of 2,646 shares of the Company’s ordinary shares.

 

On July 17, 2025, the underwriter delivered an exercise notice to the Company for the cashless exercise of 20,419 warrants, resulting in the issuance of 5,938 shares of the Company’s ordinary shares.

 

On September 19, 2025, the underwriter delivered an exercise notice to the Company for the cashless exercise of 29,335 warrants, resulting in the issuance of 5,938 shares of the Company’s ordinary shares.

 

Private placement

 

On May 5, 2026, the Company closed a registered direct offering of (i) 400,000 Ordinary Shares at US$1.50 per share and (ii) pre-funded warrants to purchase up to 1,600,000 Ordinary Shares at US$1.4999975 per warrant. The pre-funded warrants are immediately exercisable at US$0.0000025 per share. The Company received gross proceeds of approximately $3.0 million before deducting placement agent fees and other estimated offering expenses payable by the Company. The Company evaluated the pre-funded warrants and determined they meet the criteria for equity classification. Accordingly, the gross proceeds were allocated entirely to permanent equity. The 400,000 Ordinary Shares issued at closing are included in the weighted-average shares outstanding for both basic and diluted earnings per share (EPS). The 1,600,000 pre-funded warrants are immediately exercisable for a nominal consideration and are therefore also included in the computation of basic and diluted EPS from the issuance date.

 

F-26

 

 

NOTE 13 — SHAREHOLDERS’ EQUITY (cont.)

 

Share-based Compensation

 

On November 28, 2024, the Board of Directors of HUHUTECH International Group Inc. approved and adopted an equity incentive plan (the “2024 Equity Incentive Plan”), which allowed for issuance of up to 2,000,000 Ordinary Shares to employees, non-employee directors, officers and consultants for services rendered to the Company.  On January 13, 2025, the Company issued 2,000,000 ordinary shares under 2024 Equity Incentive Plan. The fair value of the shares issued amounted to $8,800,000 based on a $4.4 share price on the approval date.

 

On October 23, 2025, the Board of Directors of HUHUTECH International Group Inc. approved and adopted an equity incentive plan (the “2025 Equity Incentive Plan”), which allowed for issuance of up to 2,300,000 Ordinary Shares to employees, non-employee directors, officers and consultants for services rendered to the Company. On November 11, 2025, the Company issued 910,000 ordinary shares under the 2025 Equity Incentive Plan. The fair value of the shares issued amounted to $9,555,000 based on a $10.5 share price on the approval date. On January 13, 2026, the Company issued remaining 1,390,000 ordinary shares under 2025 Equity Incentive Plan. The fair value of the shares issued amounted to $13,872,200 based on a $9.98 share price on the approval date.

 

Statutory reserve and restricted net assets

 

As stipulated by relevant PRC laws and regulations, the Company’s subsidiaries and affiliated entities in the PRC must take appropriations from after-tax profits to non-distributive funds. These reserves include the general reserve and the development reserve.

 

The general reserve requires an annual appropriation of 10% of after-tax profits each year-end until the balance reaches 50% of a PRC company’s registered capital. The development reserve is set aside at the Company’s discretion. These reserves can only be used for general enterprise expansion and are not distributable as cash dividends. The general reserve amounted to $343,077 and $343,077 as of June 30, 2026 and December 31, 2025.

 

Because the Company’s operating subsidiaries in the PRC can only pay distributions out of distributable profits reported in accordance with PRC accounting standards, the Company’s operating subsidiaries in the PRC are restricted from transferring a portion of their net assets to the Company. The restricted amounts include the paid-in capital and statutory reserves of the Company’s entities in the PRC. The aggregate amount of paid-in capital and statutory reserves, which represented the amount of net assets of the Company’s operating subsidiaries in the PRC not available for distribution, was $40,265,615 and $23,393,422 as of June 30, 2026 and December 31, 2025, respectively.

 

NOTE 14 — COMMITMENTS AND CONTINGENCIES

 

Contingencies

 

From time to time, the Company is subject to certain legal proceedings, claims and disputes that arise in the ordinary course of business. Although the outcomes of these legal proceedings cannot be predicted, the Company does not believe these actions, in the aggregate, will have a material adverse impact on its financial position, results of operations or liquidity. As of June 30, 2026 and December 31, 2025, the Company has no outstanding litigation.

 

NOTE 15 — SEGMENT INFORMATION

 

The Company uses the “management approach” in determining its operating segments. The management approach considers the internal organization and reporting used by the Group’s Chief Operating Decision Maker (“CODM”) for making strategic decisions, assessing performance, and allocating resources. The Company’s CODM has been identified as the Chief Executive Officer of the Group. The Company determined it operates as one consolidated segment and therefore has one reportable segment.

 

F-27

 

 

NOTE 15 — SEGMENT INFORMATION (cont.)

 

As a single reportable segment entity, the GAAP measure utilized by the CODM to assess performance and allocate resources is the Group’s consolidated statement of loss. Significant expenses include selling expenses, general and administrative expenses and research and development expenses, which are each separately presented on the Company’s Statements of Income. Other segment items within net income include interest expense.

 

The following table presents revenue by geographic location for the six months ended June 30, 2026 and 2025:

 

    For the Six Months Ended
June 30,
 
    2026     2025  
             
PRC   $ 4,967,410     $ 3,838,722  
Japan     2,005,202       5,978,750  
USA     2,785,759        
Germany     782,821        
Singapore     124,074        
Total revenues   $ 10,665,266     $ 9,817,472  

 

NOTE 16 — SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through the date these unaudited condensed consolidated financial statements were issued and determined that there have been no events that have occurred that would require adjustments to or disclosure in the unaudited condensed consolidated financial statements except for the following:

 

Bank loans

 

On August 18, 2026, the Company entered into a loan agreement with the Bank of Communications to obtain a loan of $221,073 (RMB 1,500,000) with a maturity date on August 18, 2027 at a fixed annual interest rate of 2.20%. Mr. Yujun Xiao, the CEO of the Company, and Ms. Yinglai Wang, the shareholder and Chair of the Board of Directors of the Company, guaranteed the repayment of the loan.

 

F-28