Autozi Internet Technology (Global) Ltd.

The company, Autozi Internet Technology (Global) Ltd., operates as a leading lifecycle automotive service provider in China, offering high-quality, affordable, and professional one-stop automotive products and services through both online and offline channels nationwide. Its core business model leverages an S2B2C framework, connecting automotive manufacturers, auto parts manufacturers, and insurance companies ("suppliers") with MBS stores ("business") and automotive owners ("customers") via its online supply chain cloud platform and SaaS platforms. The company generates revenue primarily from three segments: new car sales, auto parts and auto accessories sales, and automotive insurance related services. Instead of charging SaaS subscribers fees, the company charges for supply chain operation services within its controllable supply chain ¹.

The company's business model focuses on automotive supply chain consolidation, cost savings, process synchronization, digitalization, optimization, and efficiency improvement, aiming to enhance customer satisfaction. This is achieved through a "light assets plus heavy operation" model and an extensive MBS store network, particularly in lower-tier cities. As of December 31, 2025, the cloud platform had 3,410 parts manufacturers, 20,325 parts dealers or resellers, 79,514 garages, and 80 insurance companies registered ². The company's intellectual property portfolio includes 3 registered patents, 95 registered trademarks, and 77 registered software copyrights, along with six domain names as of December 31, 2025 ³.

The company's product and service lines are segmented into new car sales, auto parts and auto accessories sales, and automotive insurance related services. For the fiscal year ended September 30, 2025, new car sales contributed 0.8% of total revenues, auto parts and auto accessories sales contributed 99.2%, and automotive insurance related services contributed nil ⁴. This represents a significant shift from fiscal year 2023, where new car sales accounted for 65.0%, auto parts and auto accessories sales for 32.4%, and automotive insurance related services for 2.6% of total revenues ⁵. The company temporarily suspended new car sales and automotive insurance related services during fiscal year 2025 to focus resources on the higher-gross-margin auto parts and auto accessories sales business ⁶.

New car sales include parallel import car sales and NEV sales. In fiscal year 2025, parallel import car sales generated US$0.9 million in revenue, representing 0.8% of total revenues, while NEV sales contributed nil ⁷. This is a substantial decrease from fiscal year 2023, where parallel import car sales generated US$72.6 million (64.1% of total revenues) and NEV sales generated US$1.0 million (0.9% of total revenues) ⁸. The company sold approximately 6 new cars in fiscal year 2025, down from 659 in fiscal year 2023 and 425 in fiscal year 2024 ⁹.

The auto parts and auto accessories sales segment generated US$121.9 million in revenue for the fiscal year ended September 30, 2025 ¹⁰. This segment primarily serves auto part dealers and is gradually expanding to directly connect with local MBS stores. The company sources products from first-tier brands like Shell, Mobil, and Castrol, second-tier controllable brands, high-end automobile manufacturer brands, and its own brands, which include lubricating oil, battery, filter, brake pad, antifreeze, wiper blade, and chemicals.

Automotive insurance related services, which include value-added maintenance services, claim and repair services, and insurance intermediation services, generated nil revenue in fiscal year 2025 ¹¹. This is a decline from US$3.0 million in fiscal year 2023 and US$0.4 million in fiscal year 2024 ¹². The company ceased providing insurance intermediation services since October 2022 ¹³.

For the fiscal year ended September 30, 2025, the company reported total revenues of US$122.8 million ¹⁴. It incurred a net loss of US$16.6 million ¹⁵ and negative cash flows from operating activities of US$4.7 million ¹⁶. The operating loss for the same period was US$17.5 million ¹⁷. As of September 30, 2025, the company had 1,894,522 Class A ordinary shares and 613,102 Class B ordinary shares issued ¹⁸.

Comparing fiscal year 2025 to fiscal year 2024, total revenues decreased from US$124.7 million to US$122.8 million ¹⁹. New car sales revenue significantly declined from US$55.8 million in fiscal year 2024 to US$0.9 million in fiscal year 2025 ²⁰. Conversely, auto parts and auto accessories sales revenue increased from US$68.6 million in fiscal year 2024 to US$121.9 million in fiscal year 2025 ²¹. Automotive insurance related services revenue decreased from US$0.4 million in fiscal year 2024 to nil in fiscal year 2025 ²². The company's net loss widened from US$11.1 million in fiscal year 2024 to US$16.6 million in fiscal year 2025 ²³, and negative cash flows from operating activities improved from US$10.1 million in fiscal year 2024 to US$4.7 million in fiscal year 2025 ²⁴.

During the reported period, the company consummated its initial public offering (IPO) on August 27, 2024, issuing 2,500,000 Class A ordinary shares at US$4 per share ²⁵. The 2024 Equity Incentive Plan was adopted on October 31, 2024, with an initial reserve of 7 million Class A Ordinary Shares, later increased to 12 million in April 2025 and 18 million in June 2025 ²⁶. In January 2025, the company entered into a Securities Purchase Agreement for a senior unsecured convertible note facility of up to $27.5 million, with an initial note of $3.0 million issued on January 27, 2025 ²⁷. This was later amended, and in September 2025, a new senior unsecured convertible note for $1,534,250 was issued ²⁸. The company also underwent a 50-for-1 share consolidation effective December 12, 2025 ²⁹. The company received multiple compliance letters and a delisting notice from Nasdaq during the fiscal year ended September 30, 2025, and the subsequent period, but regained compliance with all applicable continued listing standards on January 13, 2026 ³⁰.

The company plans to expand its MBS store network significantly through organic growth and targeted acquisitions, aiming to build a network of over 200 MBS flagship stores and 5,000 MBS authorized stores ³¹. These stores are intended to be equipped with new energy vehicle (NEV) charging stations to capitalize on the NEV industry trend ³². The expansion strategy includes increasing market share in lower-tier cities and counties, diversifying the brand mix, and entering new geographic regions.

A key growth area involves strengthening supply chain management capabilities and expanding cooperation with leading automotive manufacturers and auto parts suppliers. The company intends to enhance collaboration with original equipment manufacturers (OEMs) to produce self-designed modularized commercial vehicles based on customer needs ³³. This includes establishing direct communication with production decision-making teams at suppliers and improving bargaining power. The company will also selectively explore partnerships with reputable auto parts suppliers possessing leading technologies and sufficient capacities to enhance supply chain flexibility and operational efficiency ³⁴.

The company plans to expand its service offerings to achieve sustainable growth and increase customer stickiness. This includes providing used car sales services, accident car rescue services, united outsourcing services of sheet metal spray painting for MBS stores, and expanding NEV sales through mergers and acquisitions ³⁵. The strategy aims to leverage the customer base from new car sales to drive demand for integrated automotive services, such as automotive insurance related services, thereby creating a positive-feedback loop and improving overall profitability.

Another significant growth vector is building cooperation with more new energy vehicle manufacturers. The company views the emerging NEV market as important and plans to partner with NEV brands or key suppliers to offer dedicated services for this market ³⁶. This involves optimizing product and service offerings, upgrading the existing MBS store network to service NEVs, and setting up battery swapping stations, maintenance, repair, and insurance sales and claim services for NEVs ³⁷. A joint venture with a Chinese automotive manufacturer has been established as a pilot to explore NEV industry opportunities, with the goal of building more partnerships ³⁸.

Operationally, the company will relentlessly focus on technology innovations to upgrade its proprietary online supply chain cloud management platform and SaaS platforms ³⁹. This includes strengthening collaboration between the research and development and marketing teams to translate practical insights into R&D capabilities. The company also plans to proactively recruit and retain talent to expand its talent pool and drive technological innovation ⁴⁰.

The company intends to make continued investments in facilities, hardware, software, technological systems, and talent retention to support business growth and maintain competitiveness ⁴¹. The 2024 Equity Incentive Plan, initially reserving 7 million Class A Ordinary Shares, was amended to increase the share reserve to 12 million shares in April 2025, and further to 18 million shares in June 2025 ⁴². Following a 50-for-1 share consolidation on November 12, 2025, the ESOP Class A Ordinary Shares were consolidated into 0.36 million shares, and in January 2026, the board approved an amendment to increase the share reserve to 7.36 million shares ⁴³. In January 2025, the company secured a senior unsecured convertible note facility of up to $27.5 million, with an initial note of $3.0 million issued on January 27, 2025 ⁴⁴. This was later amended, and in September 2025, a new senior unsecured convertible note for $1,534,250 was issued ⁴⁵. On December 8, 2025, the company entered into a Securities Purchase Agreement to sell 1,748,630,000 Class A Ordinary Shares at $0.0183 per share to non-U.S. investors in a private placement, which, after the December 2025 Share Consolidation, resulted in the issuance of 34,972,600 Class A Ordinary Shares ⁴⁶. The company received all cash consideration on January 7, 2026 ⁴⁷.

The company faces several material risks, including a limited operating history under its current business model, making evaluation of prospects difficult. Its business model may be replicated by automotive platforms, internet companies, and traditional offline automotive service companies, leading to intense competition and potential failure to maintain market share. A severe or prolonged downturn in the Chinese or global economy, or changes in customer demand and spending for lifecycle automotive services, could materially and adversely affect the business. Disruptions in new car production and delivery due to shortages of auto parts and key components, such as semiconductor chips, could negatively impact new car sales and service business. The company's reliance on parallel import car sales exposes it to legal disputes regarding import, taxation, and product quality. Vehicle recalls could negatively impact business operations, financial condition, and growth prospects. Limits on new car purchases imposed by the Chinese government could adversely affect business and results of operations. Dependence on relationships with NEV manufacturers and potential changes or deterioration of these relationships, along with the unavailability, reduction, or elimination of government incentives for NEVs, could harm profitability. Challenges in attracting and retaining partner store operators for MBS stores, and non-compliance by these operators with agreements, including potential identification of MBS store agreements as franchising contracts without proper filing, could adversely affect the business. Accidents, injuries, or other harm in MBS stores or warehousing facilities may damage reputation and incur substantial expenses. MBS stores are subject to environmental laws and regulations, and non-compliance could lead to penalties. Advances in automotive technology, such as NEVs and autonomous driving, may reduce demand for current products and services. Failure to provide high-quality services or any harm to brands or reputation could materially affect the business. Misconducts by employees, MBS store operators, suppliers, or third-party service providers may harm brands and reputation. Strategic alliances, acquisitions, or investments may require significant management attention and disrupt business. Failure to successfully expand into new car models, auto parts, auto accessories, and service categories, or to maintain existing offerings, could adversely affect the business. Product defects or quality issues could lead to product liability exposure. Risks related to third-party payment processing, including fraud and compliance with evolving regulations, exist. Failure to comply with fire safety filing requirements for some warehouses and offices may result in administrative penalties. The company may need additional capital, which may not be available on acceptable terms. Guarantees provided to third parties could negatively affect cash flows and financial conditions. The business is subject to seasonality, with lower revenues in the first quarter and higher in the second half of each calendar year. Failure to manage inventory at optimal levels could adversely affect the business. Increases in labor costs in the PRC and noncompliance with labor laws and regulations, including social insurance and housing provident fund contributions, may materially and adversely affect the business and margin profile. Risks related to leased properties, including lack of proper documentation from lessors or failure to register leases, could lead to relocation or fines. Inability to prevent unauthorized use of intellectual property or intellectual property infringement claims could harm the business. Regulatory actions, legal proceedings, and customer complaints could harm reputation. Inadequate insurance coverage could expose the company to significant costs. Non-compliance with anti-corruption, anti-bribery, anti-money laundering, financial, and economic sanctions laws could lead to severe penalties. Failure to protect customer personal information could expose the company to data loss, litigation, and liability. Changes in laws and regulations related to the internet and fixed telecommunications, or disruptions to technology systems, could adversely affect the business. Dependence on the continued efforts of senior management, particularly Dr. Houqi Zhang, poses a risk if they are unable or unwilling to continue in their positions. The company's status as a "controlled company" and "foreign private issuer" allows exemptions from certain corporate governance requirements, which may limit shareholder protection. The company has limited experience operating as a public company and is subject to changing U.S. laws and regulations. Material weaknesses in internal control over financial reporting have been identified, and failure to remediate them could adversely affect investor confidence. Sustained periods of increased inflation could adversely impact results of operations. If the company becomes tax resident in the Cayman Islands or subject to the economic substance test, it may incur additional compliance costs. Changes in China's economic, political, or social conditions, laws, regulations, or governmental policies could have a material adverse effect. International trade tensions may adversely impact the business. Uncertainties with respect to the PRC legal system, including interpretation and enforcement of laws, could limit legal protections. The Chinese government has substantial oversight and influence over business conduct, which could impact operations. Additional and more stringent criteria may be applied to emerging market companies, including those based in China, regarding auditor qualifications. CSRC filing procedures for future offshore offerings are required, and failure to comply could lead to sanctions. The complexity, uncertainties, and changes in PRC regulations governing automotive services and internet-related services could adversely affect the business. Cybersecurity and data protection laws and regulations are evolving, and non-compliance could have a material adverse effect. Difficulties may arise in effecting service of legal process, enforcing foreign judgments, or bringing actions in China or Hong Kong against the company or its management. If the company is classified as a PRC resident enterprise for tax purposes, it could result in unfavorable tax consequences for the company and its non-PRC shareholders. Uncertainties exist regarding indirect transfer of equity interests in PRC resident enterprises. Preferential tax treatments could be revoked, or tax liability challenged. Failure to make adequate contributions to employee benefit plans or comply with labor laws may result in penalties. Some PRC subsidiaries have actual business places inconsistent with their domicile business places, potentially leading to fines or inclusion in lists of abnormal business operations. Risks associated with conducting business in Hong Kong, including political and legal developments, could affect operations. The trading price of Class A ordinary shares is likely to be volatile, and the dual-class structure concentrates voting power with existing shareholders. The sale or availability of substantial amounts of Class A ordinary shares could adversely affect market price, and techniques employed by short sellers may drive down the market price. The company does not expect to pay dividends in the foreseeable future, requiring reliance on price appreciation for investment return. There is a risk of being classified as a passive foreign investment company (PFIC) for U.S. federal income tax purposes. Anti-takeover provisions in the memorandum and articles of association could adversely affect shareholder rights. The exclusive forum provision for federal securities law causes of action may limit a security-holder's ability to choose a judicial forum.

Management's message to shareholders emphasizes the company's position as a leading and fast-growing lifecycle automotive service provider in China, leveraging its online supply chain cloud platform, SaaS platforms, and MBS store network to create an ecosystem of one-stop automotive products and services. The company's strategic priorities include significantly expanding the size and coverage of its MBS store network through organic growth and targeted acquisitions, with an aim to build over 200 MBS flagship stores and 5,000 MBS authorized stores, all equipped with NEV charging stations to capture the new energy vehicle industry trend in the coming years ⁴⁸. A second key strategic priority is to strengthen supply chain management capabilities and expand cooperation with leading automotive manufacturers and auto parts suppliers, including enhancing collaboration with OEMs for self-designed modularized commercial vehicles ⁴⁹. The third strategic priority is to expand service offerings to achieve sustainable growth and increase customer stickiness, by introducing used car sales, accident car rescue, united outsourcing services of sheet metal spray painting for MBS stores, and expanding NEV sales through mergers and acquisitions ⁵⁰. Management also highlights its commitment to relentlessly focusing on technology innovations to upgrade its proprietary online supply chain cloud management platform and SaaS platforms, and to proactively recruit and retain talents to expand its talent pool and drive technological innovation ⁵¹. The company has identified material weaknesses in its internal control over financial reporting as of September 30, 2025, related to a lack of accounting staff with U.S. GAAP and SEC reporting knowledge and a lack of internal file management procedures ⁵². Management is actively implementing measures to remedy these weaknesses, including hiring qualified accounting personnel, engaging financial advisors, strengthening corporate governance, and establishing internal document management policies ⁵³. The company has also navigated Nasdaq compliance issues, regaining compliance with all applicable continued listing standards on January 13, 2026 ⁵⁴.