TABLE OF CONTENTS

INTRODUCTION

Except where the context otherwise requires and for purposes of this annual report only:

Our reporting currency is U.S. dollars. The majority of our business during the reporting period was conducted in either U.S. dollars or Hong Kong dollars. This annual report contains translations of Hong Kong dollars into U.S. dollars at specific rates solely for the convenience of the reader. Since 1983, the Hong Kong dollar has been pegged to the U.S. dollar at the rate of approximately HK$7.80 to US$1.00. Unless otherwise noted, all translations from Hong Kong dollars to U.S. dollars and from U.S. dollars to Hong Kong dollars in this annual report were made at a rate of HK$7.80 to US$1.00. We make no representation that any Hong Kong dollar amounts could have been, or could be, converted into U.S. dollars at the specific rate stated above. Furthermore, there is no assurance that Hong Kong’s currency pegging policy will not be changed in the future. If the pegging policy changes or if Hong Kong dollars suffer devaluation, our business, financial condition and results of operations could be materially and adversely affected.

BitVentures Limited is a Cayman Islands holding company, with operating subsidiaries primarily in Hong Kong and the United States. We are a technology company focusing on developing early-stage technology businesses, and actively build, operate and scale our businesses in order to achieve growth. Our two key growth segments are e-commerce and digital assets, and we seek to develop additional businesses in other areas of consumer and enterprise technology. The Company believes that early-stage technology ventures may offer exceptional growth opportunities, and seeks to identify and nurture such high-potential ventures.

During the fiscal year ended June 30, 2026, our primary businesses reported in our financial statements were e-commerce, digital assets and client referral services. In the first half of fiscal year 2026, the Company began official rollout of its e-commerce segment. The Company operated its e-commerce segment under a resale model, offering high-demand products such as consumer electronics, toys, and other consumer products via its storefront on Amazon. The Company transacted approximately US$0.14 million of gross merchandise volume (“GMV”) and over 1,800 customer orders in its e-commerce segment during fiscal year 2026. The Company intends to leverage its current e-commerce incubation as a launchpad for scaling additional product lines and revenue growth in its e-commerce segment. Starting in the second half of fiscal year 2026, the Company began official rollout of its digital assets segment. As of the date of this annual report, the Company has procured approximately 39 PH/s of Bitcoin (SHA-256) mining hardware and 0.3 TH/s of Scrypt-based (Litecoin and Dogecoin) mining hardware, and has currently installed an aggregate of approximately 39 PH/s of Bitcoin mining hashrate and 0.3 TH/s of Scrypt-based mining hashrate, at multiple third-party datacenter facilities in the United States with which the Company has contracted. The Company plans to continue to deploy additional mining equipment to grow its digital asset presence subject to market conditions and capital availability.

During the fiscal years ended June 30, 2024 and 2025, the Company underwent a series of restructurings to completely exit all of our legacy wealth management and asset management businesses in Hong Kong and in mainland China. On August 14, 2024, we exited our businesses in overseas wealth management and asset management and disposed of certain subsidiaries in Hong Kong, namely, Haiyin Insurance (Hong Kong) Co., Limited, Hywin International Insurance Broker Limited, Haiyin International Asset Management Limited, and Hywin Asset Management (Hong Kong) Limited. After the disposals, the Company no longer holds financial service licenses in Hong Kong. As a result of this strategic exit, for the years ended June 30, 2025 and 2024, we have reclassified our historical financial results relating to overseas wealth management and asset management services under discontinued operations. On June 28, 2024, we exited the wealth management businesses in China by terminating the variable interest entity (“VIE”) arrangements with Hywin Wealth Management, which, along with its subsidiaries, provided wealth management services in mainland China. The Company’s combined financial statements for the year ended June 30, 2024 were prepared excluding its historical PRC subsidiaries and VIEs. See “Item 4. Information on the Company—A. History and Development of the Company” for details of our corporate history.

Since fiscal year 2025, we no longer have any operations, offices or any employees in mainland China. The Company has also completely migrated its business data, information systems and business infrastructure outside of mainland China. We believe we have ceased to be a “China concept stock.”

FORWARD-LOOKING INFORMATION

This annual report contains forward-looking statements that involve risks and uncertainties. All statements other than statements of current or historical facts are forward-looking statements. These forward-looking statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

You can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “likely to” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include, but are not limited to, statements about:

You should read this annual report and the documents that we refer to in this annual report with the understanding that our actual future results may be materially different from and worse than what we expect. Other sections of this annual report include additional factors which could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.

The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made in this annual report. Except as required by applicable law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

PART I

Item 1.        Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2.        Offer Statistics and Expected Timetable

Not applicable.

Item 3.        Key Information

Our Corporate Structure

The Company’s major subsidiaries as of the date of this annual report are summarized as follows:

Condensed Consolidated Balance Sheets

Condensed Consolidated Results of Continuing Operations

Condensed Consolidated Statements of Cash Flows

Not applicable.

Not applicable.

Summary of Risk Factors

BitVentures Limited is a Cayman Islands holding company, with operating subsidiaries in Hong Kong and the United States. We are a technology company focusing on developing early-stage technology businesses, and actively build, operate and scale our businesses in order to achieve growth. The Company’s two key growth segments are currently e-commerce and digital assets, and the Company seeks to develop additional businesses in other areas of consumer and enterprise technology. The Company believes that early-stage technology ventures may offer exceptional growth opportunities, and seeks to identify and nurture such high-potential ventures.

Risks associated with our business primarily arise from our plan to develop, acquire or invest in new technology ventures. There is the risk that any technology businesses that we develop, acquire or invest in may not be successful, or such new business may not be profitable at all. In addition, any products that we develop or distribute in our e-commerce business segment might encounter a decline in value or a decrease in sales, which could adversely affect our revenues and profitability. Our operations in digital assets also subject us to heightened uncertainties and volatilities. Furthermore, our business might also be adversely affected if we are unable to comply with laws and regulations applicable to our business and services, such as laws and regulations relating to data and cybersecurity, and intellectual property. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business.”

You should carefully consider all of the information in this annual report before making an investment in our ordinary shares. Below please find a summary of the principal risks and uncertainties we face, organized under relevant headings:

Risks Related to Our Business

Risks Related to Doing Business in Hong Kong

Risks Related to Our Ordinary Shares

Risks Related to Our Business

We underwent a series of corporate restructurings in fiscal years 2024 and 2025. We are at an early stage of business transformation, and may not be able to effectively implement our future business strategies and investment, in which case our business and results of operations may be materially and adversely affected.

In 2024 and 2025, we underwent a series of corporate restructurings. As of the date of this annual report, we have terminated our historical businesses in China. We no longer have operations, offices or employees in China. We have also exited our historical businesses in overseas wealth management and asset management in Hong Kong. As such, our reported historical financial results may not be indicative of our future performance.

We have repositioned to become a technology company. The Company is currently operating businesses in e-commerce and digital assets, and may target opportunities in other areas of consumer and enterprise technology. The Company believes that early-stage technology ventures may offer exceptional growth opportunities, and seeks to identify and nurture such high-potential ventures. However, our new business strategy is currently at an early stage and we cannot assure you that our business development in the technology sector will succeed at all. We may also seek other new business strategies, new business opportunities or new business acquisitions or partnerships from time to time, and we may seek such new business strategies, new business opportunities or new business acquisitions or partnerships in any sectors outside of the e-commerce, digital assets, or other technology sectors. We may also expand into new geographic markets we believe are attractive from time to time. We cannot assure you that any such new businesses will be profitable or will succeed at all.

Investment in new business strategies is inherently risky and could materially adversely affect the Company’s business, reputation, results of operations and financial condition. Such endeavors in new business strategies or acquisitions may involve significant risks and uncertainties, including limitation of management’s resources, greater-than-expected liabilities and expenses, economic, political, legal and regulatory challenges associated with operating in new businesses, regions or countries, inadequate return on capital, potential impairment of tangible and intangible assets, and significant write-offs. Investment and acquisition transactions are exposed to additional risks, including failing to obtain required regulatory approvals on a timely basis or at all, or the imposition of onerous conditions that could delay or prevent the Company from completing a transaction or otherwise limit the Company’s ability to fully realize the anticipated benefits of a transaction. These new ventures are inherently risky and may not be successful. The failure of any significant investment could materially adversely affect the Company’s business, reputation, results of operations and financial condition.

In addition, we cannot assure you that our current and planned personnel, systems, procedures and controls will be adequate to support our future operations, and we cannot assure you that we will be able to manage our growth or implement our future business strategies effectively, and failure to do so may materially and adversely affect our business and results of operations.

We have a history of losses and may not achieve profitability.

We have incurred losses from operations of US$0.8 million, US$3.7 million and US$2.3 million for the fiscal years ended June 30, 2024, 2025 and 2026, respectively. We believe that we will continue to incur operating losses and may incur net losses until we are able to generate sufficient revenue and contribution margin from our continuing operations, which may not occur at all, or may take longer than we currently expect.

Furthermore, our legacy client referral services business may not be sustainable, and it is not a core focus of our business strategy, and we may scale it back or discontinue it at our discretion; accordingly, it should not be relied upon as representative of our future business or financial results. Our two growth segments, namely e-commerce and digital assets, remain new and unproven for us, having only recently commenced operations, and we cannot assure you that either will grow to a scale sufficient to generate significant revenue or contribution margin, or that either will become profitable at all.

We face a number of operational and financial risks in our e-commerce business.

As we continue to operate and expand our e-commerce business, and particularly given its early stage, we expect our operating and financial results to vary significantly from period to period due to a number of factors, including changes in demand for our products, our ability to acquire new customers and encourage repeat purchases, our ability to source products consistently and on favorable terms, our ability to manage inventory levels, general economic conditions affecting consumer discretionary spending, advertising and marketing costs, and the costs of developing and expanding our product lines. The e-commerce industry is highly competitive, and we compete against companies with substantially greater financial, marketing, and operational resources. We cannot assure you that we will achieve or sustain profitability in our e-commerce business.

We are substantially dependent on third-party marketplaces for our e-commerce operations, and are subject to platform policies; any suspension, delisting, or policy changes could materially affect our operations.

Substantially all of our e-commerce revenue is generated through sales on Amazon's marketplace. We do not control Amazon's platform, and Amazon may at any time, and without advance notice, change its fee structure, search or ranking algorithms, listing requirements, seller performance standards, or other policies applicable to third-party sellers, any of which could reduce the visibility, competitiveness, or profitability of our product listings. Amazon may also suspend or terminate our seller account, or restrict specific listings, based on its assessment of our performance metrics, customer complaints, or intellectual property or authenticity claims made by third parties against our listings, including claims that we are not an authorized reseller of a given brand, regardless of whether any such claim is ultimately meritorious. Separately, Amazon competes directly with third-party sellers, including us, through its own private-label and wholesale offerings, which may further reduce the visibility or competitiveness of our listings. Any suspension, delisting, or material adverse policy change could immediately and materially reduce our revenue, and we may have limited or no recourse against Amazon in such circumstances.

We face sourcing and procurement risks in our e-commerce business.

We source substantially all of our e-commerce inventory from wholesalers, distributors, liquidators, and other secondary-market sources and marketplaces such as eBay. We do not have long-term supply agreements with most of the wholesalers and sellers from whom we procure, and we may experience shortages, price increases, quality issues, or longer lead times that could negatively affect our operations. If any of our key sourcing relationships were to deteriorate or terminate, we may not be able to identify and onboard replacement sources on comparable terms, or at all, in a timely manner. Furthermore, because we source inventory through wholesale and secondary-market channels rather than directly from manufacturers or brand owners, we also face a risk that products we acquire and resell may be counterfeit, diverted from authorized distribution channels, or otherwise not genuine, despite our efforts to source only authentic, legitimately-obtained inventory. If any of our listings are challenged by a brand owner, intellectual property holder, or Amazon itself as counterfeit or unauthorized, we could face listing removal, account suspension, intellectual property infringement claims, and reputational harm, any of which could materially and adversely affect our business. In addition, products sourced outside of a manufacturer's authorized distribution channel may not carry a valid manufacturer's warranty, which could affect customer satisfaction and expose us to returns, chargebacks, or customer claims.

We need to rely on access to third-party intellectual property, which may not be available to the Company on commercially reasonable terms, or at all.

We need to rely on access to third-party intellectual property, which may not be available to us on commercially reasonable terms, or at all. With respect to our e-commerce business, we generally resell genuine, previously-sold or wholesale-sourced consumer products rather than manufacturing our own products, and we do not believe that the resale of such genuine products, in and of itself, generally requires a license from the applicable brand owner or intellectual property holder under applicable trademark and copyright exhaustion (or "first sale") principles. However, certain brand owners restrict resale of their products to authorized distribution networks, may pursue claims against unauthorized resellers notwithstanding the first sale doctrine, including for trademark claims based on materially different product condition, packaging, or warranty status, and certain online marketplaces, including Amazon, require seller-specific authorization to list certain gated brands or product categories regardless of the legal availability of a first-sale defense. We cannot assure you that we will always be able to obtain any required marketplace authorization, or that we will not face claims from brand owners notwithstanding our efforts to remain compliant with platform policies and applicable laws and regulations.

As a reseller of consumer electronics, toys and other consumer products, we may be subject to product liability, warranty, and consumer product safety and advertising regulatory risk.

We resell consumer electronics and other consumer products manufactured by third parties. Although we do not manufacture these products, we may nonetheless be named as a defendant in product liability claims relating to defective, unsafe, or non-compliant products, and applicable law in some circumstances imposes obligations or liability on resellers, importers, or private labelers of consumer products independent of the original manufacturer. As a seller of consumer products in the United States, we may also be subject to oversight by the U.S. Consumer Product Safety Commission ("CPSC"), including recall, reporting, and certification obligations applicable to certain product categories, and by the Federal Trade Commission ("FTC") with respect to advertising claims, endorsements, and other marketing practices. Any product liability claim, recall, or regulatory enforcement action, regardless of merit, could result in significant costs, reputational harm, and diversion of management attention, and we may not carry sufficient insurance to cover all such claims.

Our entry into cryptocurrencies and digital assets may subject us to heightened operational, regulatory, financial and cybersecurity risks.

As we continue to operate and expand our businesses in cryptocurrency and digital assets, we may engage in the mining, trading, acquiring and selling of cryptocurrencies and digital assets. We have a limited operating history in the cryptocurrency and digital asset industries, which makes it difficult to forecast our prospects and future results of operations. You should take into account the risks and uncertainties frequently encountered by companies operating in the cryptocurrency and digital asset industries. Our operations and financial results could decline for a number of reasons, including changes in government regulations, heightened volatilities or reduction in the value of cryptocurrencies, any changes in blockchain technologies, intense competition in the cryptocurrency and digital asset industries, or any unforeseen security breaches and cyberattacks.

The regulatory framework applicable to digital assets and cryptocurrency mining in the United States remains unsettled and continues to evolve at the federal and state levels. Although the staff of the SEC stated in March 2025 that proof-of-work mining activities of the type we conduct do not involve the offer and sale of securities, and the GENIUS Act enacted in July 2025 established a federal framework for payment stablecoins, comprehensive market structure legislation, including the Digital Asset Market Clarity Act, which was passed by the U.S. House of Representatives in July 2025, failed to advance in the U.S. Senate in September 2026, and it is not possible to predict whether or when such legislation will be enacted or what form it will take. In addition, federal and state regulators and legislatures have adopted or proposed measures relating to the energy consumption, environmental impact, siting and ownership of cryptocurrency mining operations, and the tax treatment of digital assets. Changes in laws, regulations or their interpretation, or the adoption of new laws or regulations, could require us to modify or cease certain activities, increase our compliance costs, restrict our access to banking, custody, hosting or other services, or adversely affect the value of the digital assets we mine and hold. See “Item 4. Information on the Company—B. Business Overview—Regulations—Regulations in the United States.”

We depend on a limited number of third-party suppliers and service providers for our digital assets business, including our mining hardware manufacturer, hosting and colocation providers, power supply, and mining pool operator, and any disruption to these relationships could materially and adversely affect our business.

We rely on a limited number of suppliers and service providers to provide us with products and services critical to our digital assets business, including mining equipment, hosting and colocation facilities, mining pool services, and repair and operational expertise. We do not have long-term contracts with all such suppliers and service providers, and the price and availability of mining equipment and related resources may fluctuate significantly with the price of Bitcoin and other digital assets, as higher digital asset prices tend to increase industry-wide demand for mining hardware and hosting capacity and correspondingly increase our costs. We may not be able to obtain such products and services on commercially reasonable terms, or at all, particularly during periods of high industry-wide demand, which could have a material adverse effect on our business, financial condition, and results of operations.

We do not own the datacenters or colocation facilities at which our mining hardware is hosted, and we depend on third-party hosting and colocation providers to supply electric power, connectivity, and maintenance services. Our hosting arrangements typically have terms of approximately one to two years, and we cannot assure you that any hosting agreement will be renewed on similar terms, or at all, upon expiration. If any of our hosting providers is unable or unwilling to continue supplying sufficient power or services, breaches or fails to fulfill its hosting agreement with us, or experiences financial distress or insolvency, we may need to relocate the affected mining hardware to an alternative facility, which may have a less favorable cost structure or may not be available on a timely basis, and our hashrate and revenue could be adversely affected during any transition period. In the event of a hosting provider's bankruptcy, insolvency, or other financial distress, we may also face delays, disputes, or additional costs in recovering our mining hardware, including as a result of restrictions on access to the provider's premises or claims asserted by the provider's creditors, notwithstanding our ownership of such hardware. In addition, certain U.S. states and localities have adopted or proposed restrictions specific to cryptocurrency mining, including energy curtailment or demand-response requirements, moratoria, or mining-specific taxes or permitting requirements, which may affect our hosting providers' ability or cost to supply power to us at one or more sites. As of the date of this annual report, our mining hardware is hosted across multiple facilities and geographic locations in the United States, which we believe reduces, but does not eliminate, our exposure to disruption at any single site.

Substantially all of our mining hardware is manufactured by Bitmain due to its upstream market dominance, whose mining hardware is manufactured primarily in China, and we do not have a diversified base of hardware suppliers. We purchase our mining hardware primarily from U.S.-based vendors and distributors rather than importing hardware ourselves, which we believe reduces our direct exposure to U.S. customs enforcement actions relating to the country of origin of such hardware. Nonetheless, any increased tariffs, import duties, or trade restrictions affecting Bitmain or the broader supply chain for digital asset mining hardware would likely be passed through to us, in whole or in part, by our vendors in the form of higher prices, even though we do not import such hardware directly. In addition, our reliance on a single hardware manufacturer exposes us to risks including product defects, warranty and technical support limitations, and our inability to obtain additional hardware on favorable terms, or at all, if our relationship with Bitmain, our vendors, or our distributors were to deteriorate. Furthermore, digital asset mining hardware is also subject to rapid technological change, with newer generations of mining equipment offering meaningfully improved efficiency typically introduced every one to two years. As network-wide hashrate and difficulty increase, we may be required to make continuing capital expenditures to acquire newer generations of mining hardware in order to remain competitive, and we cannot assure you that we will have sufficient capital to do so, or that we will be able to upgrade our hardware fleet as quickly as our competitors.

We also depend on a limited number of mining pool operators to aggregate our hashrate contribution with that of other participants and calculate and distribute our share of mining rewards. We rely on the mining pool operator's own record-keeping and calculations to determine our proportionate share of rewards, and we have limited ability to independently verify, and limited recourse in the event of any inaccuracy in, such calculations. While we generally select mining pool operators that maintain industry-standard security and operational control certifications, such as SOC 1 or SOC 2 attestations, we do not independently audit our mining pool operators, and we cannot assure you that they will not become subject to regulatory action, security breaches, or operational disruptions that could affect our ability to receive mining rewards. If we are unable to maintain our relationship with our current mining pool operators on favorable terms, or if we experience errors, delays, or disruptions in reward distribution, our revenue and results of operations could be adversely affected.

Bitcoin and other digital asset prices are highly volatile, and our reported financial results may fluctuate significantly as a result of digital asset price movements independent of our underlying operating performance.

Bitcoin and other digital asset prices are highly volatile, and our mining revenue and profitability are directly affected by fluctuations in digital asset prices, network difficulty, and periodic halving events that reduce mining rewards, all of which are outside our control. We hold digital assets on our balance sheet, which are measured at fair value with changes in fair value recognized in our net income each period. As a result, our reported financial results may fluctuate significantly from period to period based solely on digital asset price movements, independent of our operating performance, and may not be comparable across periods or to companies that account for digital assets differently.

We rely on a third-party custodian to safeguard the digital assets we hold, and any security breach, operational failure, or insolvency of our custodian could result in the loss of our digital assets.

We currently rely entirely on a third-party institutional custodian to hold and safeguard our digital assets. Our custodian is licensed by the New York State Department of Financial Services to engage in virtual currency business activity. Notwithstanding this licensure, our custodian's systems and controls may be subject to security breaches, hacking, employee or insider misconduct, or operational errors, any of which could result in the loss, theft, or inaccessibility of our digital assets, and we may have limited or no recourse or insurance recovery in such an event. In addition, in the event of our custodian's bankruptcy, insolvency, or other financial distress, there can be no assurance that digital assets held in custody on our behalf would be treated as segregated from the custodian's own assets or would not become subject to claims by the custodian's creditors or a bankruptcy estate, notwithstanding any contractual segregation arrangements between us and our custodian. We may in the future adopt cold storage or other self-custody arrangements for some or all of our digital assets, which would reduce our reliance on a third-party custodian but would introduce different operational and security risks that we would need to manage directly.

Our future success depends on the continuing efforts to retain our existing management team and other key employees as well as to attract, integrate and retain highly skilled and qualified personnel, and our business may be disrupted if we lose their services.

Our future success depends heavily on the continued services of our current executive officers and senior management, including our Chairman and CEO, Lawrence Wai Lok. Our Chairman and CEO, Lawrence Wai Lok, possesses extensive experience in the technology sector, which includes sourcing and executing investments, mergers and acquisitions and corporate financing in the technology sector given his 20 years of experience in investment banking and capital markets. We are a small organization, and the loss of Mr. Lok or any other member of our senior management team, including the leadership of our e-commerce and digital assets segments, could disrupt our operations, and we may not be able to find suitable replacements easily, in a timely manner, or at all.

Our plan to develop, acquire and invest in high-growth technology businesses may also require us to recruit suitable team members, skilled employees and additional key personnel. We may not successfully recruit such additional talents or retain our current key employees who may be necessary to our development. This may cause our plan to grow in the technology sectors to fail, which may materially and adversely affect our business, results of operations and financial condition.

Financial products that we historically distributed involve various risks and such risks may continue to negatively affect our reputation, client relationships, operations and prospects.

During the fiscal years ended June 30, 2023, 2024 and the first two months of fiscal year 2025, we selected and distributed financial products to our clients on behalf of issuers of these financial products, and we also provided asset management products to our clients through our former licensed Hong Kong subsidiaries. We also operate a client referral services business, under which we refer clients to insurance brokers who may sell to them various insurance products. These financial products often involved complex structures and risks, including default, market, liquidity, and counterparty risks, and we are or were subject to risks arising from potential misconduct by the product providers with respect to our historical distribution activities. Our non-PRC operations, including our former Hong Kong subsidiaries, were managed separately from Hywin Wealth Management, a variable interest entity in the PRC with which we terminated all contractual arrangements in June 2024.

In December 2023, redemption issues were reported on certain asset-backed products previously distributed by Hywin Wealth Management. While Hywin Wealth Management acted only as distributor of these asset-backed products, the affected clients demanded repayment from Hywin Wealth Management. We have terminated all of our wealth management and asset management businesses, and we no longer maintain any affiliation or relationship with Hywin Wealth Management. Since September 2024, Mr. Han Hongwei, our former Chairman, and Madame Wang Dian, our former Chief Executive Officer, have been detained in China and are facing prosecution in connection with alleged fraud, and the outcome of their legal proceedings remains pending as of the date of this annual report. Mr. Han and Madame Wang were removed from our Board of Directors in March 2025, and no longer hold any position with the Company. Notwithstanding our separation from Mr. Han, Madame Wang, and Hywin Wealth Management, negative publicity concerning these matters may continue to affect our reputation, client relationships, operations and prospects.

Our reputation and brand recognition are crucial to our business. Any harm to our reputation or failure to enhance our brand recognition may materially and adversely affect our business, financial condition and results of operations.

Our reputation and brand recognition are critical to the success of our business. We believe a sound reputation and a well-recognized brand are crucial to increasing our client and customer base, which in turn facilitates our effort to develop new business opportunities, monetize our services, and enhance our attractiveness to clients, customers, and business partners. Our reputation and brand are vulnerable to many threats that can be difficult or impossible to control, and costly or impossible to remediate. Regulatory inquiries or investigations, lawsuits initiated by clients or other third parties, employee misconduct, perceptions of conflicts of interest, rumors, and complaints from or disputes with our clients or customers, among other things, could substantially damage our reputation, even if they are baseless or satisfactorily addressed. If we are unable to maintain a good reputation or further enhance our brand recognition, our business and revenues may be materially and adversely affected.

We face risks related to outbreaks of health epidemics, natural disasters, and other extraordinary events, which could significantly disrupt our operations and adversely affect our business, financial condition or results of operations.

Our business could be and has been affected by public health epidemics, such as the outbreak of avian influenza, severe acute respiratory syndrome, or SARS, Zika virus, Ebola virus, the COVID-19 pandemic or other disease. Furthermore, although the World Health Organization has declared that the COVID-19 pandemic is no longer a global health emergency and the Hong Kong government has lifted restrictions and quarantine measures due to the fact that the pandemic is being contained, there is still great uncertainty as to the future development of the COVID-19 pandemic, which may still affect our work efficiency and productivity and cause delay or cancellation in our offline events, and in turn adversely affect our business. In addition to the impact of the COVID-19 pandemic and other health epidemics, our business could also be materially and adversely affected by natural disasters or other public safety concerns affecting Hong Kong or elsewhere in the world.

We and our directors and/or executive officers may be involved from time to time in legal or administrative proceedings and commercial or contractual disputes, which could have a material adverse effect on our business, results of operations and financial condition.

From time to time, we and our directors and/or executive officers may be involved in legal or administrative proceedings and commercial disputes. Such proceedings or disputes may include, without limitation, commercial or contractual disputes in our ordinary course of business, lawsuits or disputes brought by our clients, class action complaints or litigations brought by our investors, lawsuits involving employment matters, and other regulatory compliance matters. See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings” for details of material legal proceedings that we are involved in. Proceedings such as these may have a material adverse effect on our business, results of operations and financial condition. There can be no assurance that any proceedings and claims, should they arise again, will not have a material adverse effect on our business, results of operations and financial condition. Any such proceedings and claims, even if resolved in our favor, could result in significant expense, and an adverse outcome could materially and adversely affect our business, results of operations, and financial condition. 

We have granted, and may continue to grant, share options and other forms of share-based incentive awards, which may result in increased share-based compensation expenses.

On December 6, 2020, we adopted our current share incentive plan, or the 2020 Plan. Under the 2020 Plan, the maximum aggregate number of ordinary shares available for issuance will be 5,000,000 ordinary shares, or 250,000 ordinary shares after giving effect to the Share Consolidation, equal to 10% of the total outstanding ordinary shares of our company immediately prior to completion of our initial public offering. As of the date of this annual report, 1,776,000 restricted share awards, or 88,800 restricted shares after giving effect to the Share Consolidation, have been granted to our executive officers and directors under the 2020 Plan. We recognized US$0.1 million, US$0.2 million and US$0.8 million of share-based compensation expenses for the years ended June 30, 2024, 2025 and 2026, respectively. See “Item 6. Directors, Senior Management and Employees—B. Compensation—Share Incentive Plans” and “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Key Components of Results of Operations—Operating Costs and Expenses—Share-based Compensation Expenses.” We will continue to incur share-based compensation expenses in future periods due to awards granted or to be granted under the 2020 Plan and any future awards under other plans. We may continue to grant restricted share awards, restricted share units, share options or other share-based incentives in the future, which may result in significant share-based compensation expenses in our profit or loss statement. We account for compensation costs for all share-based incentives using a fair-value based method and recognize expenses in our consolidated statement of income in accordance with the relevant rules under U.S. GAAP, which may have a material adverse effect on our net income. Any additional securities issued under share-based compensation schemes will adversely affect our results of operations and dilute the ownership interests of our shareholders. We believe the granting of share-based compensation is of significant importance to our ability to attract and retain key employees, and we will continue to grant share-based compensation to directors or employees in the future.

Any significant failure in our information technology systems could have a material adverse effect on our business and profitability.

Our business is highly dependent on the ability to manage our information technology systems securely and accurately. The proper functioning of our client transactions and services, sales management, digital assets mining operations, financial control, accounting, and other information technology systems, together with the communication systems, is critical to our business and to our ability to compete effectively. We rely on outsourced third-party providers for a significant portion of our information technology systems. We cannot assure you that our business activities would not be materially disrupted in the event of a partial or complete failure of any of these information technology or communication systems, which could be caused by, among other things, software malfunction, computer virus attacks or conversion errors due to system upgrading. In addition, a prolonged failure of our information technology system could damage our reputation and materially and adversely affect our future prospects and profitability. In addition, as we plan to develop or acquire other technology businesses, we cannot assure you that no additional licenses or permits under relevant laws and regulations to own or conduct such business or IT infrastructure would be required, or that we would be able to obtain additional licenses or permits. In addition, our information technology systems or any other digital assets that we hold may be subject to cybersecurity attacks such as hacking, or other unforeseen technology or platform failures. Any significant technology failures may render us unable to recoup our investments and our future prospects and profitability may be materially and adversely affected.

Our controlling shareholder and our Chairman and Chief Executive Officer are able to exert significant influence over our Company, whose interests may differ from, or conflict with, those of our other shareholders.

As of the date of this annual report, the Raku Foundation beneficially owns an aggregate of 67.1% of our outstanding share capital. On February 25, 2026, Mr. Lok completed an irrevocable transfer of all of the issued and outstanding equity interests of Carmel Holdings Limited to the Raku Foundation for no cash consideration, as part of a succession and wealth planning structure, while Mr. Lok does not retain any economic or voting interest in the Raku Foundation. As more than 50% of the voting power for the election of directors is held by the Raku Foundation, we are a "controlled company" within the meaning of the Nasdaq listing rules. As our controlling shareholder, the Raku Foundation has significant influence over the appointment, retention, and removal of our directors and executive officers, including Mr. Lok, our current Chairman and Chief Executive Officer. In addition, Mr. Lok, in his capacity as our Chairman and Chief Executive Officer, has substantial influence over our day-to-day management, operations, and strategic direction. As a result of the Raku Foundation's level of shareholding and Mr. Lok's executive role, the Raku Foundation and Mr. Lok are together able to exert a significant degree of influence over our business, including decisions regarding mergers, consolidations, and the sale of all or substantially all of our assets, election of directors, and other significant corporate actions. This control may limit your ability to influence corporate matters and may discourage others from pursuing a merger, takeover, or other change of control transaction, which could deprive holders of our ordinary shares of the opportunity to sell their shares at a premium over the prevailing market price. For more information regarding our principal shareholders and their affiliated entities, see "Item 6. Directors, Senior Management and Employees—E. Share Ownership."

We may face intellectual property infringement claims that could be time consuming and costly to defend and may result in the loss of significant rights by us.

Although we have not been subject to any litigation, pending or threatened, alleging infringement of third parties’ intellectual property rights, we cannot assure you that such infringement claims will not be asserted against us in the future. Intellectual property litigation is expensive and time-consuming and could divert resources and management attention from the operation of our business. If there is a successful claim of infringement, we may be required to alter our services, cease certain activities, pay substantial royalties and damages to, and obtain one or more licenses from, third parties. We may not be able to obtain those licenses on commercially acceptable terms, or at all. Any of those consequences could cause us to lose revenues, impair our client relationships and harm our reputation.

We have limited insurance coverage.

We may not be able to obtain sufficient insurance to safeguard against risks and unexpected events. We provide pension insurance, work-related injury insurance and medical insurance for our employees. Our directors and officers liability insurance policy for our board of directors and executives has lapsed, and we may not be able to restore coverage on commercially reasonable terms. We do not have commercial insurance coverage on our assets, and although we carry limited liability coverage in our e-commerce business, we generally do not maintain insurance to cover our business or interruption of our business, litigation, class action lawsuits or product liability. Any uninsured occurrence of loss or damage to property, litigation or business disruption may result in our incurring substantial costs and the diversion of resources, which could have an adverse effect on our results of operations and financial condition.

If we fail to implement and maintain an effective system of internal controls to remediate our material weaknesses in internal control over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud.

In connection with the audits of our consolidated financial statements for the year ended June 30, 2026, we and our independent registered public accounting firm identified the following material weaknesses in our internal control over financial reporting. As defined in the standards established by the U.S. Public Company Accounting Oversight Board, a “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses that have been identified relate to (i) our lack of sufficient resources with U.S. GAAP and SEC reporting experience in the accounting department to provide accurate information in a timely manner; (ii) our lack of key monitoring mechanisms such as internal audit department to oversee and monitor our risk management, business strategies and financial reporting procedures; and (iii) our lack of inventory aging monitoring mechanisms, leading to inability to track the slow-moving and obsolete inventories, and potential understatement of the provision of inventories.

To remediate the material weaknesses identified in internal control over our financial reporting, we have: (a) hired experienced personnel in our accounting department with adequate experience with financial reporting and compliance requirements; (b) continued our efforts to provide ongoing training courses in U.S. GAAP to existing personnel, including our Principal Financial Officer; (c) continued our efforts to enhance the effectiveness of our internal control over financial reporting by increasing technology adoption, reducing reliance on paper records or single personnel, and migrating our internal processes to cloud-based software systems that are suitable for U.S. reporting companies, which we believe will enhance areas such as inventory management, document retention, transaction approvals, and automation in financial reporting.

Our independent registered public accounting firm has not performed an audit of our internal control over financial reporting. Had our independent registered public accounting firm performed an audit of our internal control over financial reporting, additional deficiencies may have been identified.

Following the identification of the material weaknesses, we have implemented and are continuing to implement a number of measures to address the material weaknesses identified. See “Item 15. Controls and Procedures—Internal Control over Financial Reporting.” However, the implementation of these measures may not fully address the material weaknesses in our internal control over financial reporting, and we cannot conclude that they have been fully remedied. Our failure to correct the material weaknesses or our failure to discover and address any other control deficiencies could result in inaccuracies in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, our business, financial condition, results of operations and prospects may be materially and adversely affected.

We are subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act, or Section 404, requires that we include a report from management on the effectiveness of our internal control over financial reporting in our annual reports. In addition, if we become an accelerated filer or a large accelerated filer, our independent registered public accounting firm will be required to attest to and report on the effectiveness of our internal control over financial reporting. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed or operated, or if it interprets the relevant requirements differently from us. In addition, since we have become a public company, our reporting obligations may have placed a significant strain on our management, operational and financial resources and systems. We may be unable to timely complete our evaluation testing and any required remediation.

During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify other weaknesses and deficiencies in our internal control over financial reporting. In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. If we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of our ordinary shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions. We may also be required to restate our financial statements from prior periods.

Risks Related to Doing Business in Hong Kong

Changes and developments in the political and economic policies of the PRC government may materially and adversely affect our business in Hong Kong.

We primarily conduct business in Hong Kong, a special administrative region of China, and we historically operated in Mainland China.

The PRC government historically had significant oversight and discretion over the conduct of our business, and may continue to intervene in or influence our operations through adopting and enforcing rules and regulatory requirements. Accordingly, our financial condition and results of operations may be affected to a significant extent by economic, political and legal developments in the PRC.

The PRC economy differs from the economies of most developed countries in many respects, including the level of development, growth rate, extent of government involvement, control of foreign exchange and allocation of resources. A substantial portion of productive assets in China is still managed by the government. In addition, the PRC government regulates industry development by imposing industrial policies. The PRC government also plays a significant role in China’s economic growth by allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and regulating financial services and institutions.

While the PRC economy has experienced significant growth in the past decades, growth has been uneven, both geographically and among various sectors of the economy. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall PRC economy, but may also have a negative effect on us. Our financial condition and results of operations could be materially and adversely affected by government control over capital investments or changes in tax regulations that are applicable to us. In addition, the PRC government has implemented in the past certain measures, including interest rate increases, to manage the pace of economic growth and prevent the economy from overheating. Any prolonged slowdown in the economy could lead to a reduction in demand for our services and consequently have a material adverse effect on our businesses, financial condition and results of operations.

We cannot assure you that the oversight will not be extended to companies operating in Hong Kong like us and any such action may lead to a reduction in demand for our services and consequently have a material adverse effect on our businesses, financial condition and results of operations in Hong Kong, as well as damage our reputation.

If the PCAOB is unable to inspect or investigate completely our auditor as required under the Holding Foreign Companies Accountable Act, the SEC will prohibit the trading of our ordinary shares. The delisting of our ordinary shares, or the threat of their being delisted, may materially and adversely affect the value of your investment. Additionally, the inability of the PCAOB to conduct adequate inspections of our auditor would deprive our investors of the benefits of such inspections.

On April 21, 2020, the SEC released a joint statement highlighting the risks associated with investing in companies based in or that have substantial operations in emerging markets including China. The joint statement emphasized the risks associated with lack of access for the Public Company Accounting Oversight Board (the “PCAOB”) to inspect auditors and audit work papers in China and higher risks of fraud in emerging markets.

On May 20, 2020, the U.S. Senate passed the Holding Foreign Companies Accountable Act (the “HFCAA”) requiring a foreign company to certify it is not owned or controlled by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection. If the PCAOB is unable to inspect the company’s auditors for three consecutive years, the issuer’s securities are prohibited from trading on a national securities exchange or in the over-the-counter trading market in the U.S. On December 2, 2020, the U.S. House of Representatives approved the HFCAA. On December 18, 2020, the HFCAA was signed into law.

On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, or AHFCAA, which proposed to reduce the period of time for foreign companies to comply with PCAOB audits from three to two consecutive years, thus reducing the time period before the securities of such foreign companies may be prohibited from trading or delisted. On December 29, 2022, the Consolidated Appropriations Act, 2023 (the “CAA”), of which the AHFCAA forms a part, was signed into law, and it officially reduced the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two, thus reducing the time before an applicable issuer’s securities may be prohibited from trading or delisted.

On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions. The final amendments became effective on January 10, 2022. The SEC began to identify and list Commission-Identified Issuers on its website shortly after registrants filed their annual reports for 2021.

On December 16, 2021, the PCAOB announced the PCAOB HFCAA Determinations (the “2021 Determinations”) relating to the PCAOB’s inability to inspect or investigate completely registered public accounting firms headquartered in Mainland China or Hong Kong, because of a position taken by one or more authorities in Mainland China or Hong Kong.

On August 26, 2022, the PCAOB announced and signed a Statement of Protocol (the “Protocol”) with the China Securities Regulatory Commission and the Ministry of Finance of the People’s Republic of China. The Protocol provides the PCAOB with: (i) sole discretion to select the firms, audit engagements and potential violations it inspects and investigates, without any involvement of Chinese authorities; (ii) procedures for PCAOB inspectors and investigators to view complete audit work papers with all information included and for the PCAOB to retain information as needed; (iii) direct access to interview and take testimony from all personnel associated with the audits the PCAOB inspects or investigates.

The PCAOB reassessed the 2021 Determinations that the positions taken by PRC authorities prevented the PCAOB from inspecting and investigating in Mainland China and Hong Kong completely. The PCAOB sent its inspectors to conduct on-site inspections and investigations of firms headquartered in Mainland China and Hong Kong from September to November 2022.

On December 15, 2022, the PCAOB announced that the PCAOB was able to secure complete access to inspect and investigate accounting firms headquartered in Mainland China and Hong Kong, and the PCAOB Board voted to vacate previous determinations to the contrary. Should the PCAOB again encounter impediments to inspections and investigations in Mainland China or Hong Kong as a result of positions taken by any authority in either jurisdiction, including by the CSRC or the MOF, the PCAOB will make determinations under the HFCAA as and when appropriate. We cannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach, or experience as it relates to the audit of our financial statements. There is a risk that the PCAOB is unable to inspect or investigate completely the Company’s auditor because of a position taken by an authority in a foreign jurisdiction or any other reasons, and that the PCAOB may re-evaluate its determinations as a result of any obstruction with the implementation of the Protocol. Such lack of inspection or re-evaluation could cause trading in the Company’s securities to be prohibited under the HFCAA and ultimately result in a determination by a securities exchange to delist the Company’s securities. In addition, under the HFCAA as incorporated into the CAA, our securities may be prohibited from trading on the Nasdaq or other U.S. stock exchanges if our auditor is not inspected by the PCAOB for two consecutive years, and this ultimately could result in our ordinary shares being delisted by an exchange.

Our independent registered public accounting firm, Audit Alliance LLP (“Audit Alliance”), whose audit report is included in this annual report on Form 20-F, is headquartered in Singapore and is registered with, and subject to inspection by, the PCAOB, which last inspected Audit Alliance in May 2026. Therefore, we do not expect to be identified as a Commission-Identified Issuer under the HFCAA.

Furthermore, these developments may add uncertainties to the trading of our ordinary shares, and we cannot assure you whether the SEC, the PCAOB, Nasdaq, or other regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements. It remains unclear what further actions the SEC, the PCAOB or Nasdaq will take to address these issues and what impact those actions will have on U.S.-listed companies that have significant operations in the PRC or Hong Kong and have securities listed on a U.S. stock exchange (including a national securities exchange or over-the-counter stock market). In addition, any additional actions, proceedings, or new rules resulting from these efforts to increase U.S. regulatory access to audit information could create some uncertainty for investors, the market price of our ordinary shares could be adversely affected, and we could be delisted if we and our auditor are unable to meet the PCAOB inspection requirement or are required to engage a new audit firm, which would require significant expense and management time. If trading in our ordinary shares is prohibited under the CAA in the future because the PCAOB determines that it cannot inspect or fully investigate our auditor at such future time, Nasdaq may determine to delist our ordinary shares. If our ordinary shares are unable to be listed on another securities exchange by then, such a delisting would substantially impair your ability to sell or purchase our ordinary shares when you wish to do so, and the risk and uncertainty associated with a potential delisting would have a negative impact on the price of our ordinary shares.

The PRC government may intervene or influence the Hong Kong operations of an offshore holding company, such as ours, at any time. The PRC government may exert more control over offerings conducted overseas and/or foreign investment in Hong Kong-based issuers. If the PRC government exerts more oversight and control over offerings that are conducted overseas and/or foreign investment in Hong Kong-based issuers and we were to be subject to such oversight and control, it may result in a material adverse change to our business operations in Hong Kong.

As a company headquartered in Hong Kong, a special administrative region of China, that historically operated in Mainland China, our business and our prospects, financial condition, and results of operations may be influenced to a significant degree by political, economic, and social conditions in China generally. The PRC government may intervene in or influence the operations in Mainland China of an offshore holding company at any time, which, if extended to our operations in Hong Kong, could result in a material adverse change to our operations. The PRC government has recently indicated an intent to exert more oversight and control over listings conducted overseas and/or foreign investment in issuers based in Mainland China. For instance, on July 6, 2021, the relevant PRC governmental authorities promulgated the Opinions on Strictly Cracking Down on Illegal Securities Activities in Accordance with the Law, which emphasized the need to strengthen the supervision over overseas listings by companies in Mainland China. As a follow-up, on February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies and supporting relevant guidelines, or collectively, the Overseas Listing Trial Measures, which took effect on March 31, 2023. The Overseas Listing Trial Measures clarify the scope of overseas offerings and listings by Chinese domestic companies which are subject to the filing and reporting requirements thereunder. Pursuant to the Overseas Listing Trial Measures, an overseas offering and listing by a Chinese company, including any follow-on offering, secondary listings or other equivalent offering activities, whether directly or indirectly, shall be filed with the CSRC. Specifically, a Chinese company whose securities had already been listed overseas prior to the effectiveness of the Overseas Listing Trial Measures is required to file with the CSRC with respect to any follow-on offering in the same overseas market where its securities are listed within three business days after completion of such follow-on offering. The Overseas Listing Trial Measures have also imposed additional reporting obligations on listed companies upon the occurrence of certain circumstances, including but not limited to change of controlling interest and delisting. There are substantial uncertainties as to the interpretation and implementation of these laws and regulations. If we fail to properly or timely complete the reporting procedures with the CSRC upon the occurrence of the circumstances stipulated in the Overseas Listing Trial Measures, or the filing procedures with the CSRC for our future securities offerings and listings outside of the PRC, we may be subject to penalties, sanctions and fines imposed by the CSRC and relevant departments of the State Council of the People’s Republic of China. As we do not have any operations in mainland China, we do not believe that we are a domestic company subject to the filing requirements of the Overseas Listing Trial Measures in connection with our listing or any future offering of our securities outside of the PRC. However, given the uncertainties in the interpretation and implementation of the Overseas Listing Trial Measures, we cannot assure you that the CSRC will not take a different view or that we will not become subject to filing or reporting requirements with the CSRC in the future.

Changes in U.S. and international trade policies, particularly with regard to China, may adversely impact our business and operating results.

The U.S. government has recently made statements and taken certain actions that may lead to potential changes to U.S. and international trade policies, including recently-imposed tariffs affecting certain products manufactured in China. There are significant uncertainties whether and to what extent new tariffs (or other new laws or regulations) will be adopted, or the effect that any such actions would have on us or our industry. For example, procurement costs relating to our e-commerce business and our digital assets mining equipment may be significantly affected by tariffs. If we plan to expand our business internationally in the future or if imported products begin to play or continue to play a significant role in our operations, any unfavorable government policies on international trade, such as capital controls or tariffs, may affect our ability to import certain products or provide services in certain countries. If any new tariffs, legislation and/or regulations are implemented, or if existing trade agreements are renegotiated or, in particular, if the U.S. government takes retaliatory trade actions due to the recent U.S.-China trade tension, such changes could have an adverse effect on our business, financial condition and results of operations. In 2025 and 2026, the U.S. government imposed, modified and in some cases withdrew a series of tariffs on imports from China and other jurisdictions under various statutory authorities, and in February 2026 the U.S. Supreme Court held that the International Emergency Economic Powers Act does not authorize the imposition of tariffs, while tariffs imposed under other authorities, including Sections 232 and 301 of U.S. trade laws, remain in effect. The tariff landscape therefore remains fluid. Because substantially all of the mining hardware we deploy and many of the consumer products we resell are manufactured in China or elsewhere in Asia, tariffs and other trade restrictions may increase our costs even where we purchase such goods from U.S.-based vendors rather than importing them directly.

Risks Related to Our Ordinary Shares

The market price of our ordinary shares has been and may continue to be volatile, which could result in substantial losses to investors.

The trading price of our ordinary shares has been and is likely to continue to be volatile and could fluctuate widely due to factors beyond our control. This may happen because of broad market and industry factors, such as fluctuations in the market prices of Bitcoin and other digital assets, the performance of other companies engaged in digital asset mining or e-commerce, or the underperformance or deteriorating financial results of other companies based in Hong Kong or elsewhere in Asia with securities listed in the United States. The securities of some of these companies have experienced significant volatility, including, in some cases, substantial price declines in the trading prices of their securities. The trading performance of these companies’ securities may affect the attitudes of investors toward companies in our industries or based in Hong Kong that are listed in the United States, which consequently may impact the trading performance of our ordinary shares, regardless of our actual operating performance.

In addition, any negative news or perceptions about inadequate corporate governance practices or fraudulent accounting, corporate structure or other matters of other Hong Kong or Asia-based companies listed in the United States may also negatively affect the attitudes of investors towards such companies in general, including us, regardless of whether we have conducted any inappropriate activities.

In addition to market and industry factors, the price and trading volume for our ordinary shares may be highly volatile for factors specific to our own operations, including the following:

In addition, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also have a material adverse effect on the market price of our ordinary shares.

Our ordinary shares have been, and may continue to be, thinly traded, and our limited public float may result in lower liquidity and greater price volatility.

Historically, our securities have been sporadically or thinly traded on some trading days, and only a limited number of our ordinary shares are held by non-affiliates. As of the date of this annual report, our two largest shareholders beneficially owned approximately 90.6% of our outstanding ordinary shares. As a result of this lack of liquidity and limited public float, we may be susceptible to market participants distorting the price of our ordinary shares, and trading of relatively small quantities of our ordinary shares may disproportionately influence their price in either direction. Trading in our ordinary shares has also from time to time been subject to temporary trading halts under Nasdaq’s volatility-based trading pause rules. You may be unable to sell your ordinary shares at or near the ask price, or at all, when you wish to do so.

If we fail to meet the continued listing requirements of Nasdaq, our ordinary shares could be delisted, which would adversely affect the liquidity and market price of our ordinary shares.

Our ordinary shares are listed on the Nasdaq Capital Market. To maintain our listing, we must satisfy Nasdaq’s continued listing standards, including minimum requirements relating to the bid price of our ordinary shares, shareholders’ equity or the market value of our listed securities, the number and market value of our publicly held shares, the number of public holders and market makers, and corporate governance. We have in the past received notices from Nasdaq that the bid price of our then-listed ADSs had closed below the US$1.00 minimum bid price requirement for 30 consecutive business days, most recently in August 2025, and regained compliance in each case, most recently in September 2025. On January 5, 2026, we effected the Share Consolidation. Under Nasdaq rules, if a company has effected a reverse share split (including a share consolidation) within the prior one year and its securities subsequently fail to meet the minimum bid price requirement, the company is not eligible for any compliance period and will receive a delisting determination, subject to its right to appeal.

If we fail to satisfy any continued listing requirement and are unable to cure the deficiency within any applicable compliance period, Nasdaq may delist our ordinary shares. A delisting would likely reduce the liquidity and market price of our ordinary shares, impair our ability to raise capital and result in negative publicity, and could cause our ordinary shares to be quoted only on an over-the-counter market with limited liquidity and to become subject to the “penny stock” rules, which impose additional sales practice requirements on broker-dealers. We cannot assure you that we will be able to maintain compliance with Nasdaq’s continued listing requirements.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the market price for our ordinary shares and trading volume could decline.

The trading market for our ordinary shares will depend in part on the research and reports that securities or industry analysts publish about us or our business. There is currently limited or no research coverage of our company by securities or industry analysts. If research analysts do not establish and maintain adequate research coverage or if one or more of the analysts who cover us downgrade our ordinary shares or publish inaccurate or unfavorable research about our business, the market price for our ordinary shares would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for our ordinary shares to decline.

The sale or availability for sale of substantial amounts of our ordinary shares could adversely affect their market price.

Sales of substantial amounts of our ordinary shares in the public market, or the perception that these sales could occur, could adversely affect the market price of our ordinary shares and could materially impair our ability to raise capital through equity offerings in the future. As of the date of this annual report, The Raku Foundation, through Carmel Holdings Limited, and Grand Lead Group Limited held approximately 67.1% and 23.5%, respectively, of our outstanding ordinary shares. These ordinary shares may be sold in the public market in the future, subject to the restrictions of Rule 144 under the Securities Act and any applicable contractual restrictions, and ordinary shares issued under our share incentive plan may be sold following vesting, subject to applicable restrictions. We cannot predict what effect, if any, market sales of securities held by our significant shareholders or any other shareholder or the availability of these securities for future sale will have on the market price of our ordinary shares.

We may issue additional ordinary shares or other equity or equity-linked securities in the future, which could dilute your ownership interest and adversely affect the market price of our ordinary shares.

We may need to raise additional capital to fund the growth of our e-commerce and digital assets businesses, including the acquisition of additional mining hardware, or to develop or acquire new businesses. We may raise such capital through the issuance of ordinary shares, preferred shares, convertible or exchangeable securities, warrants or other equity-linked securities, and we may also issue ordinary shares under our share incentive plan or as consideration in acquisitions. Any such issuance would dilute the ownership interests of our existing shareholders and could adversely affect the market price of our ordinary shares, and any preferred shares or other securities we issue may have rights, preferences or privileges senior to those of our ordinary shares. Our board of directors has general authority under our memorandum and articles of association to issue additional shares without shareholder approval, subject to applicable Nasdaq rules.

We do not expect to pay dividends in the foreseeable future, and you must rely on price appreciation of our ordinary shares for a return on your investment.

We do not have any plan to pay dividends on our ordinary shares in the foreseeable future and currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business. Any future determination to pay dividends will be made at the discretion of our board of directors and will depend on our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant. In addition, we are a holding company and rely on dividends and other distributions from our subsidiaries in Hong Kong and the United States to fund any dividends we may pay, and dividends paid by our U.S. subsidiaries to us may be subject to U.S. withholding tax. Accordingly, the return on your investment in our ordinary shares will likely depend entirely upon any future price appreciation of our ordinary shares. There is no guarantee that our ordinary shares will appreciate in value or even maintain the price at which you purchased them, and you may not realize a return on your investment and may even lose your entire investment.

Techniques employed by short sellers may drive down the market price of our ordinary shares.

Short selling is the practice of selling securities that the seller does not own but rather has borrowed from a third party with the intention of buying identical securities back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the security to decline, many short sellers publish, or arrange for the publication of, negative opinions regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling a security short. These short attacks have, in the past, led to selling of shares in the market.

Public companies listed in the United States, including companies with operations in Asia and companies in the digital asset industry, have been the subject of short selling. Much of the scrutiny and negative publicity has centered on allegations of a lack of effective internal control over financial reporting resulting in financial and accounting irregularities and mistakes, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result, many of these companies are now conducting internal and external investigations into the allegations and, in the interim, are subject to shareholder lawsuits and/or SEC enforcement actions.

It is not clear what effect such negative publicity could have on us. If we were to become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we could have to expend a significant amount of resources to investigate such allegations and/or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable state law or issues of commercial confidentiality. Such a situation could be costly and time-consuming, and could distract our management from growing our business. Even if such allegations are ultimately proven to be groundless, allegations against us could severely impact our business operations, and any investment in our ordinary shares could be greatly reduced or even rendered worthless.

We are a “controlled company” within the meaning of the Nasdaq listing rules and may rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.

Because The Raku Foundation beneficially owns more than 50% of the voting power for the election of our directors, we are a “controlled company” within the meaning of the Nasdaq listing rules. For so long as we remain a controlled company, we are permitted to elect to rely on exemptions from certain corporate governance requirements of Nasdaq, including the requirements that a majority of our board of directors consist of independent directors and that we have a compensation committee and a nominating and corporate governance committee composed entirely of independent directors. Although we currently rely on the home country practice exemptions available to foreign private issuers rather than the controlled company exemptions, we may elect to rely on the controlled company exemptions in the future. If we do so, you will not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements. See “—Our controlling shareholder and our Chairman and Chief Executive Officer are able to exert significant influence over our Company, whose interests may differ from, or conflict with, those of our other shareholders” under “—Risks Related to Our Business.”

Our memorandum and articles of association contain anti-takeover provisions that could have a material adverse effect on the rights of holders of our ordinary shares.

Our third amended and restated memorandum and articles of association contain provisions which could limit the ability of others to acquire control of our company or cause us to engage in change-of-control transactions. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transaction. For example, our board of directors has the authority, without the approval of the shareholders, to issue preferred shares in one or more series and to fix their designations, powers, preferences, privileges, and relative participating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our ordinary shares. Preferred shares could be issued quickly with terms calculated to delay or prevent a change in control of our company or make removal of management more difficult. If our board of directors decides to issue preferred shares, the price of our ordinary shares may fall and the voting and other rights of the holders of our ordinary shares may be materially and adversely affected.

Certain judgments obtained against us by our shareholders may not be enforceable.

We are an exempted company limited by shares incorporated under the laws of the Cayman Islands. We conduct most of our operations in and hold a significant portion of our assets outside of the United States. In addition, a majority of our directors and executive officers reside outside of the United States. As a result, it may be difficult or impossible for you to effect service of process within the United States upon these individuals, or to bring an action against us or against these individuals in the United States in the event that you believe your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands, Hong Kong or other jurisdictions in which we do business may render you unable to enforce a judgment against our assets or the assets of our directors and officers.

In addition, you may have difficulties in enforcing court judgments obtained in United States courts against our Hong Kong subsidiaries, including judgments relating to the federal securities laws of the United States or the securities laws of any state or territory of the United States. There are currently no treaties or other arrangements providing for reciprocal enforcement of foreign judgments between Hong Kong and the United States. There is uncertainty as to whether courts in Hong Kong will enforce judgments of United States courts based solely upon the civil liability provisions of the federal securities laws of the United States or the securities laws of any state or territory of the United States.

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.

We are an exempted company limited by shares incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our memorandum and articles of association, the Companies Act (as revised) of the Cayman Islands (“Companies Act”) and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law may not be as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands may have a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the register of mortgages) or to obtain copies of lists of shareholders of these companies. Our directors will have discretion under our third amended and restated memorandum and articles of association, to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder resolution or to solicit proxies from other shareholders in connection with a proxy contest.

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the Companies Act and the laws applicable to companies incorporated in the United States and their shareholders, see “Item 10. Additional Information—B. Memorandum and Articles of Association—Differences in Corporate Law.”

We have ceased to qualify as an “emerging growth company,” and we will continue to incur significant costs as a result of being a public company.

As a public company, we incur legal, accounting and other expenses which can be significant. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and Nasdaq, impose various requirements on the corporate governance practices of public companies. Our executive officers have limited experience in operating a U.S. public company, which makes our ability to comply with applicable laws, rules and regulations uncertain. We qualified as an “emerging growth company” under the JOBS Act until June 30, 2026, the last day of the fiscal year in which the fifth anniversary of our initial public offering occurred, and we took advantage of certain reduced reporting requirements and other accommodations available to emerging growth companies, including the extended transition period for complying with new or revised financial accounting standards. As we have ceased to be an emerging growth company, these accommodations are no longer available to us, and we are required to comply with new or revised financial accounting standards on the timeline applicable to other public companies. Although, as a non-accelerated filer, we are currently not required to obtain an attestation report from our independent registered public accounting firm on the effectiveness of our internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, we would become subject to that requirement if we were to become an accelerated filer or a large accelerated filer, which would further increase our compliance costs. We expect to continue to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act and the other rules and regulations of the SEC and Nasdaq.

As a public company, it is also difficult and expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage.

We are a foreign private issuer within the meaning of the rules under the Exchange Act and are therefore exempt from certain provisions applicable to U.S. domestic issuers.

Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our results on an interim basis as press releases, distributed pursuant to the rules and regulations of the Nasdaq Capital Market. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC is less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.

We may lose our foreign private issuer status in the future, including as a result of possible changes to the SEC’s eligibility criteria, which could result in significant additional costs and expenses.

We are a foreign private issuer, and therefore we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act applicable to U.S. domestic issuers. We would lose our foreign private issuer status if, as of the last business day of our second fiscal quarter, more than 50% of our outstanding voting securities were directly or indirectly held of record by residents of the United States and any of the following applied: a majority of our executive officers or directors were U.S. citizens or residents, more than 50% of our assets were located in the United States, or our business were administered principally in the United States. In addition, in June 2025 the SEC published a concept release seeking public comment on possible changes to the definition of foreign private issuer, including whether eligibility should be conditioned on a minimum percentage of trading volume occurring on a non-U.S. market or on a listing on a major foreign securities exchange. Because our ordinary shares are listed only on Nasdaq, we could lose our foreign private issuer status if the SEC were to adopt rules along these lines.

If we lose our foreign private issuer status, we would be required to file periodic and current reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to foreign private issuers, to comply with the proxy rules and the short-swing profit recovery provisions of Section 16 of the Exchange Act, and to comply with all of the Nasdaq corporate governance requirements applicable to U.S. domestic issuers, without the ability to follow home country practice. The regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer could be significantly higher than the costs we incur as a foreign private issuer, and would require significant additional management time and attention.

As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters in lieu of the corporate governance listing standards applicable to U.S. domestic issuers, which home country practices may afford comparatively less protection to shareholders.

As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from corporate governance requirements of the Nasdaq Capital Market board; these practices may afford less protection to shareholders than they would enjoy if we complied fully with the corporate governance requirements of the Nasdaq Capital Market board. For example, as a foreign private issuer, we are not required to: (i) have a majority of the board be independent; (ii) have a compensation committee or a nominating/corporate governance committee consisting entirely of independent directors; or (iii) have regularly scheduled executive sessions with only independent directors each year.

We intend to follow home country practice in lieu of the requirements under the Nasdaq Capital Market rules with respect to certain corporate governance standards. Accordingly, you may not be provided with the benefits of certain corporate governance requirements of the Nasdaq Capital Market board rules.

We may be a passive foreign investment company, or PFIC, for our current or future taxable years, which could result in adverse U.S. federal income tax consequences to U.S. investors in our ordinary shares.

In general, a non-U.S. corporation will be a PFIC for U.S. federal income tax purposes, if, in any particular taxable year, either (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or more of the value of its assets (generally determined on the basis of a quarterly average) during such year produce or are held for the production of passive income. For purposes of the above calculations, a non-U.S. corporation will be treated as owning a proportionate share of the assets and earning a proportionate share of the income of any other corporation if it owns, directly or indirectly, at least 25% (by value) of such other corporation’s stock. Passive income generally includes dividends, interest, rents, royalties and certain gains. Cash is generally a passive asset for these purposes. Goodwill is an active asset under the PFIC rules to the extent attributable to activities that produce active income. Based on the current composition of our income and assets and the value of our assets, including goodwill, which is based on the expected market price of our ordinary shares, we may be a PFIC for our current taxable year. Subsequent to our termination of historical businesses in wealth management and asset management and disposal of certain previous subsidiaries and financial licenses, we hold and may continue to hold a high proportion of cash or investment assets relative to our total assets, even though we expect this to be temporary as we deploy such cash over time to invest in, develop, or acquire opportunities in the technology sector. Furthermore, any future financing activities may also temporarily increase our proportion of cash relative to our total assets, which may heighten the risk that we are considered a PFIC. Furthermore, because our PFIC status for any taxable year will depend on the composition of our income and assets and the value of our assets from time to time (which may be determined, in part, by reference to the market price of our ordinary shares, which could be volatile), and because certain aspects of the PFIC rules are not entirely certain, there can be no assurance that we will or will not be a PFIC for our current or any future taxable year.

If we were a PFIC for any taxable year during which a U.S. investor owns our ordinary shares, we generally would continue to be treated as a PFIC with respect to that U.S. investor for all succeeding years during which the U.S. investor holds our ordinary shares, even if we ceased to meet the threshold requirements for PFIC status, and certain adverse U.S. federal income tax consequences could apply to such U.S. investor including (i) the treatment of all or a portion of any gain on disposition as ordinary income, (ii) the application of a deferred interest charge on such gain and the receipt of certain dividends and (iii) compliance with certain reporting requirements. We do not intend to provide the information that would enable investors to make a qualified electing fund election that could mitigate the adverse U.S. federal income tax consequences should we be classified as a PFIC. You are urged to consult your tax advisor concerning the U.S. federal income tax consequences of owning and disposing of our ordinary shares. See “Item 10. Additional Information—E. Taxation—Certain U.S. Federal Income Tax Considerations—Passive Foreign Investment Company Considerations.”

Item 4.         Information on the Company

We were incorporated in the Cayman Islands on July 19, 2019 as an exempted company with limited liability. Our principal executive offices are located at Level 15, AIA Central, No.1 Connaught Road Central, Central, Hong Kong. Our telephone number at this address is +852 2593 9309. Our registered office in the Cayman Islands is located at the offices of Portcullis (Cayman) Ltd, The Grand Pavilion Commercial Centre, Oleander Way, 802 West Bay Road, P.O. Box 32052, Grand Cayman KY1-1208, Cayman Islands. Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY 10168.

The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC on www.sec.gov. You can also find information on our website https://ir.bitventures.io/. The information contained on our website is not a part of this annual report.

On March 26, 2021, the Company completed its initial public offering on the Nasdaq Global Market of 3,000,000 ADSs, each representing two ordinary shares.

On June 28, 2024, the Company terminated its contractual VIE arrangements with Hywin Wealth Management, which, along with its subsidiaries, was previously the primary corporate vehicle to provide wealth management services in mainland China. The Company has completely exited from the wealth management business in mainland China.

On July 17, 2024, the Company’s name was changed from Hywin Holdings Ltd. to Santech Holdings Limited, and the trading symbol of the Company’s ADSs on Nasdaq was changed from “HYW” to “STEC.”

On August 14, 2024, the Company completely exited its businesses in overseas wealth management and asset management in Hong Kong, and disposed of certain subsidiaries in Hong Kong, namely, Haiyin Insurance (Hong Kong) Co., Limited, Hywin International Insurance Broker Limited, Haiyin International Asset Management Limited, and Hywin Asset Management (Hong Kong) Limited. After the disposals, the Company no longer holds financial service licenses in Hong Kong.

On December 5, 2024, the Company’s listing was transferred to the Nasdaq Capital Market.

On March 11, 2025, the Board of Directors resolved to remove two then-directors from the Board pursuant to the Company's Memorandum and Articles of Association and appointed two new independent directors in restructuring the Board.

On March 17, 2025, the Company issued to Carmel Holdings Limited 112,000,000 restricted ordinary shares of the Company.

On November 5, 2025, the Company announced an official launch of its e-commerce business segment.

On December 2, 2025, the Company announced that it would terminate its Deposit Agreement dated March 25, 2021 entered into between the Company and Deutsche Bank Trust Company Americas as depositary for the Company’s American Depositary Shares (the “ADSs”).

On December 19, 2025, the Company held an Extraordinary General Meeting, in which shareholders approved a number of resolutions pertaining to the restructuring of the Company’s share capital and the adoption of the Company’s third amended and restated memorandum and articles of association, which included the Share Consolidation, being a share consolidation of every twenty issued and unissued ordinary shares of par value US$0.0001 each into one new consolidated ordinary share of par value US$0.0020 each, and a subsequent increase of authorized share capital to US$200,000 divided into 100,000,000 ordinary shares of par value US$0.0020 each.

On December 19, 2025, the Company’s shareholders approved the change of the Company’s name from Santech Holdings Limited to BitVentures Limited, which became effective on December 19, 2025. Effective December 24, 2025, the trading symbol of the Company’s ADSs on Nasdaq was changed from “STEC” to “BVC.”

On January 2, 2026, the Company announced that the Board had approved the official launch of the Company’s digital assets business segment. The Company began its cryptocurrency mining operations.

On January 5, 2026, the Company’s substitution listing was approved by Nasdaq. The Share Consolidation became effective, all outstanding ADSs were cancelled and exchanged for consolidated ordinary shares at the ratio of one consolidated ordinary share for every ten ADSs, and the Company’s consolidated ordinary shares of par value US$0.0020 each were listed for trading on the Nasdaq Capital Market under the ticker “BVC” in substitution for the ADSs.

Our principal capital expenditures during the three fiscal years ended June 30, 2026 consisted of purchases of digital asset mining hardware of approximately US$0.5 million in the fiscal year ended June 30, 2026. We expect to continue to acquire mining hardware in the fiscal year ending June 30, 2027, subject to market conditions and capital availability, and, as of the date of this annual report, we have no material commitments for capital expenditures.

BitVentures Limited is a Cayman Islands holding company, with operating subsidiaries primarily in Hong Kong and the United States. We are a technology company focusing on developing early-stage technology businesses, and actively build, operate and scale our businesses in order to achieve growth. Our two principal growth segments are e-commerce and digital assets, and we seek to develop additional businesses in other areas of consumer and enterprise technology. The Company believes that early-stage technology ventures may offer exceptional growth opportunities, and seeks to identify and nurture such high-potential ventures.

During the fiscal year ended June 30, 2026, our primary businesses reported in our financial statements were e-commerce, digital assets and client referral services. In the first half of fiscal year 2026, the Company began official rollout of its e-commerce segment. The Company operated its e-commerce segment under a resale model, offering high-demand products such as consumer electronics, toys, and other consumer products via its storefront on Amazon. The Company transacted approximately US$0.14 million of gross merchandise volume (GMV) and over 1,800 customer orders in its e-commerce segment during fiscal year 2026. The Company intends to leverage its current e-commerce incubation as a launchpad for scaling additional product lines and revenue growth in its e-commerce segment. Starting in the second half of fiscal year 2026, the Company began official rollout of its digital assets segment. As of the date of this annual report, the Company has procured approximately 39 PH/s of Bitcoin (SHA-256) mining hardware and 0.3 TH/s of Scrypt-based (Litecoin and Dogecoin) mining hardware, and has currently installed an aggregate of approximately 39 PH/s of Bitcoin mining hashrate and 0.3 TH/s of Scrypt-based mining hashrate, at multiple third-party datacenter facilities in the United States with which the Company has contracted. The Company plans to continue to deploy additional mining equipment to grow its digital asset presence subject to market conditions and capital availability.

During the fiscal years ended June 30, 2024 and 2025, the Company underwent a series of restructurings to completely exit all of our legacy wealth management and asset management businesses in Hong Kong and in mainland China. On August 14, 2024, we exited our businesses in overseas wealth management and asset management and disposed of certain subsidiaries in Hong Kong, namely, Haiyin Insurance (Hong Kong) Co., Limited, Hywin International Insurance Broker Limited, Haiyin International Asset Management Limited, and Hywin Asset Management (Hong Kong) Limited. After the disposals, the Company no longer holds financial service licenses in Hong Kong. As a result of this strategic exit, for the years ended June 30, 2025 and 2024, we have reclassified our historical financial results relating to overseas wealth management and asset management services under discontinued operations. On June 28, 2024, we exited the wealth management businesses in China by terminating the variable interest entity (“VIE”) arrangements with Hywin Wealth Management, which, along with its subsidiaries, provided wealth management services in mainland China. The Company’s combined financial statements for the year ended June 30, 2024 were prepared excluding its historical PRC subsidiaries and VIEs. See “Item 4. Information on the Company—A. History and Development of the Company” for details of our corporate history.

Since fiscal year 2025, we no longer have any operations, offices or any employees in mainland China. The Company has also completely migrated its business data, information systems and business infrastructure outside of mainland China. We believe we have ceased to be a “China concept stock.”

Our Services

Continuing Operations

Our revenues from continuing operations for the three years ended June 30, 2026 consisted mainly of client referral fees that we obtained for providing client referral services to external financial product partners, e-commerce sales, and digital assets mining activities. Our client referral services are conducted in Hong Kong, and our e-commerce and digital assets businesses are conducted in the United States through our U.S. subsidiaries.

Client Referral Services

For the three years ended June 30, 2026, under client referral services, we introduced clients to external financial product partners. Most of these products were insurance products sourced through external insurance brokers. These insurance products our partners offered included (i) life insurance products such as individual whole life insurance, individual term life insurance, universal life insurance and individual health insurance, (ii) annuity insurance products, and (iii) critical illness insurance products (including personal accident insurance products). These insurance products were underwritten by reputable international insurance companies. Although client referral services remained our largest source of revenue during fiscal year 2026, it is not a core part of our long-term growth strategy, and we may scale back or discontinue it in the future depending on business conditions and our evolving strategic priorities.

E-Commerce

We began official rollout of our e-commerce segment in the first half of fiscal year 2026. We operate our e-commerce segment under a resale model, offering high-demand consumer products, including consumer electronics, toys, and other consumer products, primarily through our storefront on Amazon's marketplace. We source substantially all of our e-commerce inventory from wholesalers, distributors, liquidators, and other secondary-market sources rather than from manufacturers directly. From inception to the end of fiscal year 2026, we transacted approximately US$0.14 million of gross merchandise volume ("GMV") and over 1,800 customer orders in our e-commerce segment. We intend to leverage our current e-commerce operations as a foundation for scaling additional product lines and revenue growth.

Digital Assets

We began official rollout of our digital assets segment in the second half of fiscal year 2026, commencing cryptocurrency mining operations in January 2026. Our digital assets segment consists of mining Bitcoin and, to a lesser extent, other digital assets such as Litecoin and Dogecoin, using application-specific integrated circuit ("ASIC") mining hardware. As of the date of this annual report, we have procured approximately 39 PH/s of Bitcoin (SHA-256) mining hardware and 0.3 TH/s of Scrypt-based (Litecoin and Dogecoin) mining hardware, and have installed and are operating approximately 39 PH/s of Bitcoin mining hashrate and 0.3 TH/s of Scrypt-based mining hashrate at multiple third-party datacenter facilities located in the United States. We plan to continue deploying additional mining hardware to grow our digital assets presence, subject to market conditions and capital availability.

Discontinued Operations

Our revenues from discontinued operations for the three years ended June 30, 2026 consisted mainly of wealth management revenues and asset management revenues. On August 14, 2024, we exited our businesses in overseas wealth management and asset management, and completed the closing of our disposal of certain subsidiaries in Hong Kong, namely, Haiyin Insurance (Hong Kong) Co., Limited, Hywin International Insurance Broker Limited, Haiyin International Asset Management Limited, and Hywin Asset Management (Hong Kong) Limited. Prior to our exit, we provided overseas wealth management and asset management services to high-net-worth clients primarily in Hong Kong. Our previously held Type 1, 4, 5 and 9 licenses and insurance brokerage license in Hong Kong enabled us to offer customized and integrated wealth management and asset management value propositions to our high-net-worth clients.

Wealth Management Services

Under wealth management services, we distributed financial products to our clients. Most of these products were insurance products, sourced directly by our previous licensed insurance broker subsidiary in Hong Kong.

Asset Management Services

We provided asset management services in the offshore space under our previously held Type 1, 4, 5 and 9 licenses in Hong Kong, which provided discretionary portfolio management services to ultra-high-net-worth clients, and managed a range of private funds to professional investors with selected strategies including, among others, Asian fixed income, equities long/short and global private equity. Revenue from asset management services included management fees, which include fees that are generated as per agreed formulae and materialize with recurring frequency, and to a lesser extent, other incomes such as retrocession from custodian banks, commissions from trades, and performance-based fees.

Intellectual Property

We regard trademarks, copyrights, domain names, know-how, proprietary technologies, and similar intellectual property as critical to our success, and from time to time we rely on copyright and trademark law and confidentiality, invention assignment and non-compete agreements with our employees and others to protect our proprietary rights. As of the date of this annual report, we have registered the domain name bitventures.io.

Insurance

As required by Hong Kong laws and regulations, we participate in an Employees' Compensation Insurance (ECI) to cover work-related injuries, illnesses, and fatalities for all employees in Hong Kong, as well as a pension scheme under the rules and regulations of the Mandatory Provident Fund Schemes Ordinance (MPF Scheme) for all employees in Hong Kong. We also offer medical insurance coverage to our employees. Our directors and officers liability insurance policy for our board of directors and executives has currently run out, but we are in search of restoring coverage on commercially reasonable terms. We do not maintain business interruption insurance or key-man life insurance. We carry limited product liability insurance for our e-commerce business. Other than the lack of directors and officers liability insurance currently, we consider our insurance coverage to be in line with the market practice of industry peers of similar size in Hong Kong.

Regulations

The following is a summary of the principal laws and regulations that we believe are material to our business operations in the United States and Hong Kong as of the date of this annual report. This summary is not intended to be exhaustive, and the laws and regulations applicable to digital assets in particular are evolving rapidly.

Regulations in the United States

Our digital asset mining and e-commerce businesses are conducted through our subsidiaries in the United States and are subject to U.S. federal, state and local laws and regulations, including those described below.

Regulation of digital assets

There is currently no comprehensive federal regulatory framework in the United States governing digital assets, and regulatory authority is divided among a number of federal agencies. The U.S. Commodity Futures Trading Commission (the “CFTC”) has taken the position that Bitcoin and certain other digital assets are “commodities” under the Commodity Exchange Act, which gives the CFTC anti-fraud and anti-manipulation enforcement authority over spot digital asset markets and regulatory authority over digital asset derivatives. The SEC has asserted that certain other digital assets are “securities” under the federal securities laws, although the SEC and its staff have indicated that Bitcoin is not a security. In March 2025, the staff of the SEC’s Division of Corporation Finance published a statement expressing its view that “protocol mining” of crypto assets on public, permissionless proof-of-work networks such as Bitcoin, whether conducted individually or through a mining pool, does not involve the offer and sale of securities under the federal securities laws. The statement reflects the views of the SEC staff and is not a rule, regulation or statement of the SEC. The SEC also established a Crypto Task Force in January 2025 to develop a clearer regulatory framework for crypto assets.

In July 2025, the Guiding and Establishing National Innovation for U.S. Stablecoins Act (the “GENIUS Act”), which establishes a federal regulatory framework for payment stablecoins, was signed into law, and the U.S. Department of the Treasury and the federal banking regulators have since proposed rules to implement it. Comprehensive market structure legislation that would allocate regulatory jurisdiction over digital assets between the SEC and the CFTC, including the Digital Asset Market Clarity Act (the “CLARITY Act”), was passed by the U.S. House of Representatives in July 2025 but failed to advance in the U.S. Senate in September 2026, and the timing and content of any final legislation remain uncertain. Federal and state legislatures and regulators continue to consider additional measures affecting digital assets, and the manner in which existing laws are applied to digital assets is subject to change.

Anti-money laundering, sanctions and licensing

The Financial Crimes Enforcement Network (“FinCEN”) of the U.S. Department of the Treasury regulates “money services businesses,” including “money transmitters,” under the Bank Secrecy Act. Under FinCEN guidance, a person that mines digital assets solely for its own account and uses or sells the mined digital assets for its own purposes is a “user” of virtual currency rather than a money transmitter, and is therefore not required to register with FinCEN or to maintain an anti-money laundering program as a money services business. Similarly, state money transmission and virtual currency business licensing laws, such as the New York “BitLicense” regime and the California Digital Financial Assets Law that became operative in July 2026, generally do not apply to mining for one’s own account. Our third-party custodian and any exchanges through which we sell digital assets are, however, subject to these regimes, and if we were to expand our activities beyond mining for our own account, for example by providing custody, exchange or transmission services to others, we could become subject to federal and state registration, licensing and compliance requirements. As U.S. persons, our U.S. subsidiaries must also comply with the economic sanctions programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), which prohibit transactions with sanctioned persons and jurisdictions, including digital asset addresses identified by OFAC.

Energy, environmental and state regulation of cryptocurrency mining

Cryptocurrency mining is energy intensive, and the facilities of our hosting providers are subject to federal, state and local laws relating to electricity supply, environmental protection, zoning, noise and permitting. Federal and state energy regulators, including the Federal Energy Regulatory Commission, the U.S. Department of Energy and state public utility commissions, have been examining the impact of large electricity loads, including cryptocurrency mining and data center facilities, on the electric grid, including through interconnection requirements and demand response and curtailment programs. Certain states have adopted or proposed measures specific to cryptocurrency mining, ranging from laws protecting the right to mine digital assets (for example, in Arkansas, Montana and Oklahoma) to large-load interconnection and emergency curtailment requirements (for example, in Texas), moratoria on certain fossil fuel-powered proof-of-work mining operations (for example, in New York) and restrictions on the ownership of mining operations by persons from certain foreign countries (for example, in Arkansas). Because we do not own or operate our own mining facilities, we rely on our hosting providers to obtain and maintain the permits and to comply with the requirements applicable to their facilities.

Taxation of digital assets

The U.S. Internal Revenue Service treats digital assets as property for U.S. federal income tax purposes. Digital assets received as mining rewards are includible in gross income at their fair market value when received, and subsequent dispositions of digital assets may give rise to taxable gain or loss. Our U.S. subsidiaries are subject to U.S. federal, state and local income and other taxes on their operations. Brokers, including digital asset custodians and exchanges, are subject to information reporting requirements with respect to dispositions of digital assets by their customers.

Trade and tariffs

Substantially all digital asset mining hardware is manufactured outside the United States, and imports of such hardware, as well as of many of the consumer products that we resell, are subject to U.S. customs duties and trade measures, including tariffs imposed under Sections 232 and 301 of U.S. trade laws. Although we generally purchase mining hardware and inventory from U.S.-based vendors rather than importing directly, tariffs increase the cost of these goods to us, and changes in trade policy, including any new tariffs, import restrictions or customs enforcement actions relating to mining hardware or consumer products, may affect the availability and cost of the goods on which our businesses depend.

Consumer protection and e-commerce

As a seller of consumer products in the United States, we are subject to the Consumer Product Safety Act and other statutes administered by the U.S. Consumer Product Safety Commission, which impose product safety standards, reporting and recall obligations and, for children’s products such as toys, testing and certification requirements applicable to manufacturers and importers, and which prohibit the sale of recalled or non-compliant products. Our advertising and marketing practices are subject to Section 5 of the Federal Trade Commission Act and the rules and guidance of the Federal Trade Commission concerning unfair or deceptive acts or practices, endorsements and consumer reviews, and product warranties are subject to the Magnuson-Moss Warranty Act. The INFORM Consumers Act requires online marketplaces such as Amazon to collect, verify and disclose certain identifying information about high-volume third-party sellers, and we are required to provide such information to Amazon and to comply with its seller policies. We are also subject to state consumer protection laws, sales and use tax laws (under which Amazon, as a marketplace facilitator, generally collects and remits sales tax on our marketplace sales), product labeling requirements such as California’s Proposition 65, and federal and state data privacy laws to the extent applicable to our operations.

Regulations in Hong Kong

Regulations relating to Labor and Social Welfare of Hong Kong

Our employees in Hong Kong are subject to the Hong Kong Employment Ordinance (the “EO”). The EO is the main employment legislation in Hong Kong, providing for certain minimum benefits and protections, including:

Subject to limited exceptions, the EO applies to all employees working in Hong Kong, regardless of their nationality. Other mandatory laws that are likely to apply to the employment relationship with our Hong Kong employees include the following:

Regulations on Anti-Money Laundering and Counter-Terrorist Financing of Hong Kong

Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Chapter 615 of the Laws of Hong Kong)

The Anti-Money Laundering and Counter-Terrorist Financing Ordinance, or the AMLO, imposes requirements relating to client due diligence and record-keeping and provides regulatory authorities with the powers to supervise compliance with the requirements under the AMLO. In addition, the regulatory authorities are empowered to (i) ensure that proper safeguards exist to prevent contravention of specified provisions in the AMLO; and (ii) mitigate money laundering and terrorist financing risks.

Drug Trafficking (Recovery of Proceeds) Ordinance (Chapter 405 of the Laws of Hong Kong)

The Drug Trafficking (Recovery of Proceeds) Ordinance (Chapter 405 of the Laws of Hong Kong), or the DTROP, contains provisions for the investigation of assets suspected to be derived from drug trafficking activities, the freezing of assets on arrest and the confiscation of the proceeds from drug trafficking activities. It is an offense under the DTROP if a person deals with any property knowing, or having reasonable grounds to believe, it to be the proceeds from drug trafficking. The DTROP requires a person to report to an authorized officer if he/she knows or suspects that any property (directly or indirectly) is the proceeds from drug trafficking or is intended to be used or was used in connection with drug trafficking, and failure to make such disclosure constitutes an offense under the DTROP.

Organized and Serious Crimes Ordinance (Chapter 455 of the Laws of Hong Kong)

The Organized and Serious Crimes Ordinance (Chapter 455 of the Laws of Hong Kong), or the OSCO, empowers officers of the Hong Kong Police Force and the Hong Kong Customs and Excise Department to investigate organized crime and triad activities, and it gives the Hong Kong courts jurisdiction to confiscate the proceeds from organized and serious crimes, to issue restraint orders and charging orders in relation to the property of defendants of specified offenses. The OSCO extends the money laundering offense to cover the proceeds of all indictable offenses in addition to drug trafficking.

United Nations (Anti-Terrorism Measures) Ordinance (Chapter 575 of the Laws of Hong Kong)

The United Nations (Anti-Terrorism Measures) Ordinance (Chapter 575 of the Laws of Hong Kong), or the UNATMO, provides that it is a criminal offense to: (i) provide or collect funds (by any means, directly or indirectly) with the intention or knowledge that the funds will be used to commit, in whole or in part, one or more terrorist acts; or (ii) make any funds or financial (or related) services available, directly or indirectly, to or for the benefit of a person knowing that, or being reckless as to whether, such person is a terrorist or terrorist associate. The UNATMO also requires a person to report his knowledge or suspicion of terrorist property to an authorized officer, and failure to make such disclosure constitutes an offense under the UNATMO.

Regulations on Personal Data of Hong Kong

The Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) (“PDPO”), as amended, supplemented or otherwise modified from time to time, places a statutory duty on data users to comply with the requirements of the six data protection principles contained in Schedule 1 to this ordinance. The PDPO provides that a data user shall not do an act, or engage in a practice, that contravenes a data protection principle unless the act or practice, as the case may be, is required or permitted under the PDPO. The six data protection principles are:

The PDPO also gives data subjects certain rights, inter alia:

Non-compliance with a data protection principle may lead to a complaint to the Privacy Commissioner for Personal Data. A claim for compensation may also be made by a data subject who suffers damage by reason of a contravention of a requirement under the PDPO.

Regulations on Hong Kong Taxation

Inland Revenue Ordinance (Chapter 112 of the Laws of Hong Kong)

Under the Inland Revenue Ordinance (Chapter 112 of the Laws of Hong Kong), where an employer commences to employ in Hong Kong an individual who is or is likely to be chargeable to tax, or any married person, the employer shall give a written notice to the Commissioner of Inland Revenue not later than three months after the date of commencement of such employment. Where an employer ceases or is about to cease to employ in Hong Kong an individual who is or is likely to be chargeable to tax, or any married person, the employer shall give a written notice to the Commissioner of Inland Revenue not later than one month before such individual ceases to be employed in Hong Kong.

Tax on dividends

Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by the Company.

Capital gains and profits tax

No tax is imposed in Hong Kong in respect of capital gains from the sale of shares. However, trading gains from the sale of shares by persons carrying on a trade, profession or business in Hong Kong, where such gains are derived from or arise in Hong Kong, will be subject to Hong Kong profits tax which is imposed at the rates of 8.25% on assessable profits up to HK$2,000,000 (approximately US$256,000) and 16.5% on any part of assessable profits over HK$2,000,000 (approximately US$256,000) on corporations from the year of assessment of 2018/2019 onwards. Certain categories of taxpayers (for example, financial institutions, insurance companies and securities dealers) are likely to be regarded as deriving trading gains rather than capital gains unless these taxpayers can prove that the investment securities are held for long-term investment purposes.

Stamp duty

Hong Kong stamp duty, currently charged at the ad valorem rate of 0.1% on the higher of the consideration for or the market value of the shares, will be payable by the purchaser on every purchase and by the seller on every sale of Hong Kong shares (in other words, a total of 0.2% is currently payable on a typical sale and purchase transaction of Hong Kong shares). In addition, a fixed duty of HK$5 is currently payable on any instrument of transfer of Hong Kong shares. Where one of the parties is a resident outside Hong Kong and does not pay the ad valorem duty due by it, the duty not paid will be assessed on the instrument of transfer (if any) and will be payable by the transferee. If no stamp duty is paid on or before the due date, a penalty of up to ten times the duty payable may be imposed.

Estate duty

Hong Kong estate duty was abolished effective from February 11, 2006. No Hong Kong estate duty is payable by shareholders in relation to the shares owned by them upon death.

The Company’s major subsidiaries as of the date of this annual report are summarized as follows:

As of June 30, 2026, we had approximately 150 square meters of leased office space in Hong Kong and the United States. The lessor for the leased premises had valid title to the property. We believe that our existing facilities are adequate for our current business operations and we will be able to enter into lease arrangements on commercially reasonable terms for future expansion.

Item 4A.        Unresolved Staff Comments

Not applicable.

Item 5.        Operating and Financial Review and Prospects

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this annual report. This discussion contains forward-looking statements that involve risks and uncertainties about our business and operations. Our actual results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those we describe under “Item 3. Key Information—D. Risk Factors” and elsewhere in this annual report.

During the fiscal year ended June 30, 2026, our primary businesses reported in our financial statements were e-commerce, digital assets and client referral services. In the first half of fiscal year 2026, the Company began official rollout of its e-commerce segment. The Company operated its e-commerce segment under a resale model, offering high-demand products such as consumer electronics, toys, and other consumer products via its storefront on Amazon. The Company transacted approximately US$0.14 million of gross merchandise volume (GMV) and over 1,800 customer orders in its e-commerce segment during fiscal year 2026. The Company intends to leverage its current e-commerce incubation as a launchpad for scaling additional product lines and revenue growth in its e-commerce segment. Starting in the second half of fiscal year 2026, the Company began official rollout of its digital assets segment. As of the date of this annual report, the Company has procured approximately 39 PH/s of Bitcoin (SHA-256) mining hardware and 0.3 TH/s of Scrypt-based (Litecoin and Dogecoin) mining hardware, and has currently installed an aggregate of approximately 39 PH/s of Bitcoin mining hashrate and 0.3 TH/s of Scrypt-based mining hashrate, at multiple third-party datacenter facilities in the United States with which the Company has contracted. The Company plans to continue to deploy additional mining equipment to grow its digital asset presence subject to market conditions and capital availability.

During the fiscal years ended June 30, 2024 and 2025, the Company underwent a series of restructurings to completely exit all of our legacy wealth management and asset management businesses in Hong Kong and in mainland China. On August 14, 2024, we exited our businesses in overseas wealth management and asset management and disposed of certain subsidiaries in Hong Kong, namely, Haiyin Insurance (Hong Kong) Co., Limited, Hywin International Insurance Broker Limited, Haiyin International Asset Management Limited, and Hywin Asset Management (Hong Kong) Limited. After the disposals, the Company no longer holds financial service licenses in Hong Kong. As a result of this strategic exit, for the years ended June 30, 2025 and 2024, we have reclassified our historical financial results relating to overseas wealth management and asset management services under discontinued operations. On June 28, 2024, we exited the wealth management businesses in China by terminating the variable interest entity (“VIE”) arrangements with Hywin Wealth Management, which, along with its subsidiaries, provided wealth management services in mainland China. The Company’s combined financial statements for the year ended June 30, 2024 were prepared excluding its historical PRC subsidiaries and VIEs. See “Item 4. Information on the Company—A. History and Development of the Company” for details of our corporate history.

Since fiscal year 2025, we no longer have any operations, offices or any employees in mainland China. The Company has also completely migrated its business data, information systems and business infrastructure outside of mainland China. We believe we have ceased to be a “China concept stock”.

Key Factors Affecting Our Results of Operations

Key factors affecting our results of operations during the reported periods include the following. Due to the Company’s significant changes in business focus during fiscal years ended June 30, 2024, 2025 and 2026, our historical results may not be indicative of our future performance.

Client Referral Services

For the three years ended June 30, 2026, under client referral services, we introduced clients to external financial product partners. Most of these products were insurance products sourced through external insurance brokers. Conducting client referrals in Hong Kong generally does not require us to hold financial services licenses in Hong Kong. Since fiscal year 2024, due to significant loss of clients and challenges that we encountered in our financial services businesses, revenues from client referral services have declined precipitously. Although we may continue to conduct client referral services opportunistically, we expect revenues from client referral services to remain significantly challenged in the near future, or we may not be able to obtain any revenue from client referral services at all.

E-commerce

During the first half of fiscal year 2026, the Company began official rollout of its e-commerce segment. The Company operated its e-commerce segment under a resale model, offering high-demand products such as consumer electronics, toys and other consumer products via its storefront on Amazon.

Digital Assets

During the second half of fiscal year 2026, the Company began official rollout of its digital assets segment. The Company’s main activity in the digital assets segment consists of mining Bitcoin and, to a lesser extent, other digital assets such as Litecoin and Dogecoin, using application-specific integrated circuit ("ASIC") mining hardware, hosted at multiple third-party datacenter facilities located in the United States.

Key Components of Results of Operations

Revenues

From continuing operations

Under client referral services, we derived fee incomes by referring clients to external financial product partners, primarily external insurance brokers, to purchase insurance products. These insurance products we offered included (i) life insurance products such as individual whole life insurance, individual term life insurance, universal life insurance and individual health insurance, (ii) annuity insurance products, and (iii) critical illness insurance products (including personal accident insurance products). The one-time fee incomes were typically computed as a pre-agreed percentage of the underlying insurance premiums received by the insurance companies.

Under e-commerce, we derived retail income from product sales on our Amazon storefront. Our revenue is represented by product sales and shipping and handling revenue. We treat shipping and handling as fulfillment activities and not as a separate performance obligation. We recognize revenue for a single performance obligation related to product sales at the time control of the merchandise passes to the customer, which is generally at the time of shipment. Shipping and handling revenue was de minimis for the year ended June 30, 2026. Sales taxes collected from customers are excluded from revenue.

Under digital assets, we deploy our own digital assets mining equipment to provide computing power (also known as “hashrates”) to digital asset mining pools, and receive consideration in the form of digital assets, the value of which is determined using the market price of the related digital asset at the time of receipt.

From discontinued operations

Wealth Management Services

For the year ended June 30, 2024 and the two months ended August 31, 2024, we derived fee incomes from insurance brokerage services by providing insurance products through our Hong Kong subsidiaries. These insurance products we offered included (i) life insurance products such as individual whole life insurance, individual term life insurance, universal life insurance and individual health insurance, (ii) annuity insurance products, and (iii) critical illness insurance products (including personal accident insurance products).

Asset Management Services

For the year ended June 30, 2024 and the two months ended August 31, 2024, under asset management services, we provided asset management services in the offshore space through our licensed subsidiary in Hong Kong. Our net revenues from the asset management services primarily consisted of management fees calculated either as a percentage of the assets under management of the funds or mandates, and to a lesser extent, retrocession from custodian banks, commissions from trades, and performance-based fees.

Operating Costs and Expenses

Our operating costs and expenses primarily consist of (i) cost of revenues; (ii) general and administrative expenses; (iii) sales and marketing expenses; (iv) share-based compensation expenses; (v) depreciation and amortization; and (vi) loss on digital assets. The following table sets forth the components of our operating costs and expenses for the periods indicated.

From continuing operations

From discontinued operations

Cost of Revenues – Digital Assets

Our cost of revenues from digital asset mining is mainly operating costs relating to hosting, power supply, repair and maintenance fees to third-party hosting partners. These partners operate specialized mining datacenters, where they install and operate the miners and provide technology consulting, maintenance, and repair work on-site for their clients.

Our cost of revenues from the depreciation of digital asset mining primarily includes depreciation of digital asset mining equipment.

Cost of Revenues – E-Commerce

Our cost of revenues from e-commerce is mainly costs relating to product procurement, services and fulfillment and warehouse fees charged by Amazon, packing cost and logistic costs directly related to the sale of our products.

Compensation and benefits

Our compensation and benefits are operating costs relating to base salary, sales commission and other compensation and benefits of personnel who directly contribute to our revenue generation activities, such as distribution of fund products and insurance products. Unpaid commissions were separately presented as commission payable and commission payable-long term on our consolidated balance sheets, depending on whether the amounts are expected to be paid within or after one year of each reporting date.

Loss on Digital Assets

Our loss on digital assets primarily includes unrealized fair value changes of our digital assets.

Depreciation and Amortization

Our depreciation and amortization primarily include depreciation of office equipment and amortization of right-of-use assets.

Sales and Marketing Expenses

Our sales and marketing expenses primarily include salaries and bonus for our sales and marketing staff, and other expenses related to marketing activities such as events and travel.

General and Administrative Expenses

Our general and administrative expenses primarily include compensation of management and administrative staff, rental and other expenses of our headquarters and other overhead expenses including listing fees, accounting and auditor fees, and legal expenses.

Share-based Compensation Expenses

On December 6, 2020, we adopted a share incentive plan, or the 2020 Plan. Under the 2020 Plan, the maximum aggregate number of ordinary shares available for issuance will be 5,000,000 ordinary shares, or 250,000 ordinary shares after giving effect to the Share Consolidation, equal to 10% of the total outstanding ordinary shares of our company immediately prior to completion of our initial public offering. As of the date of this annual report, 1,776,000 restricted shares, or 88,800 restricted shares after giving effect to the Share Consolidation, have been granted to our executive officers and directors under the 2020 Plan. For details of the 2020 Plan, see “Item 6. Directors, Senior Management and Employees—B. Compensation—Share Incentive Plans—2020 Plan.” For the years ended June 30, 2024, 2025 and 2026, US$0.1 million, US$0.2 million and US$0.8 million were recorded in share-based compensation expenses, respectively.

Other Income/(Expenses)

Interest Income, Net

Our net interest income primarily represented interest from bank deposits and short-term investments for the years ended June 30, 2024, 2025 and 2026.

Other Income/(Expenses), Net

Our net other income or expenses are recorded as a result of non-operating income or expenses. For the year ended June 30, 2024, our other income or expenses mainly represented foreign exchange related losses. For the year ended June 30, 2025, our other income or expenses mainly represented one-off legal settlement amounts for a class action lawsuit brought against us and associated legal expenses of US$1.8 million, and loss on early termination of operating lease of US$0.3 million. For the year ended June 30, 2026, our other income or expenses mainly represented the recovery of previous impairment loss on bank balances of US$5.4 million.

Income Tax Expense

Cayman Islands

BitVentures Limited is incorporated in the Cayman Islands as an exempted company. Under the current laws of the Cayman Islands, our company is not subject to income or capital gains taxes. In addition, dividend payments are not subject to withholding tax in the Cayman Islands.

British Virgin Islands (“BVI”)

Under the current laws of the BVI, our subsidiaries incorporated in BVI are not subject to tax on income or capital gains. Additionally, upon payments of dividends by these BVI companies to their respective shareholders, no BVI withholding tax will be imposed.

Hong Kong

Our subsidiaries incorporated in Hong Kong are subject to Hong Kong profits tax rate of 16.5% for taxable income generated from operations in Hong Kong. Effective from April 1, 2018, a two-tier corporate profits tax system was officially implemented in Hong Kong, which is 8.25% for the first HK$2.0 million of assessable profits, and 16.5% for the subsequent profits. In addition, the 8.25% tax rate can only be utilized by one entity in a controlled group, while all other entities in the controlled group utilize the 16.5% tax rate.

United States

Our subsidiaries incorporated in the United States are subject to U.S. federal corporate income tax at a rate of 21% on their taxable income, as well as to state and local income and other taxes in the states in which they operate. Our U.S. subsidiaries did not generate taxable income for calendar year 2024 and generated approximately US$0.2 million and US$0.1 million federal taxable income in calendar year 2025 and the first half of calendar year 2026, respectively. Digital assets received as mining rewards are generally includible in taxable income at their fair market value when received for U.S. federal income tax purposes.

Results of Operations

The following table sets forth a summary of our consolidated results of continuing operations for the periods indicated. The information should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this annual report. The operating results in any period are not necessarily indicative of results that may be expected for any future period.

Continuing operations