$JF

J & Friends Holdings Ltd

CIK:0001716338|SEC Filings

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Revenues	$ 1,598
Cost of revenues	(455)		$ 46
Gross profit	1,143		46
Operating expenses:
Sales and marketing expenses	(542)	$ (1)	229
General and administrative expenses	(1,442)	(293)	(264)
Research and development expenses	(499)		335
Total operating income/(expenses)	(2,483)	(294)	300
Operating income/ (loss)	(1,340)	(294)	346
Loss from disposal of subsidiaries			(5,421)
Interest expenses, net	(52)	(14)	(631)
Other (expenses)/income, net	585	(10)
Loss before income tax expense	(807)	(318)	(5,706)
Income tax benefit	65
Net loss from continuing operations	(742)	(318)	(5,706)
Net loss from discontinued operations, net of income tax	(799)	(1,736)	(5,699)
Net loss	(1,541)	(2,054)	(11,405)
Net loss from continuing operations attributable to non-controlling interests	(253)
Net (loss)/income from discontinued operations attributable to non-controlling interests	36	94	(352)
Net loss from continuing operations attributable to J and Friends Holdings Limited shareholders	(489)	(318)	(5,706)
Net loss from discontinued operations attributable to J and Friends Holdings Limited shareholders	(835)	(1,830)	(5,347)
Net loss attributable to J and Friends Holdings Limited shareholders	(1,324)	(2,148)	(11,053)
Other comprehensive income/(loss):
Foreign currency translation adjustments, net of nil tax	(1,349)	1,557	3,051
Total other comprehensive income/(loss)	(1,349)	1,557	3,051
Total comprehensive loss	(2,890)	(497)	(8,354)
Total comprehensive (loss)/income attributable to non-controlling interest	(226)	94	(352)
Total comprehensive loss attributable to J and Friends Holdings Limited shareholders	$ (2,664)	$ (591)	$ (8,002)
Loss per ordinary share
Continued operations - basic	$ (0.001)	$ (0.001)	$ (0.01)
Continued operations - diluted	(0.001)	(0.001)	(0.01)
Discontinued operations - basic	(0.001)	(0.003)	(0.01)
Discontinued operations - diluted	(0.001)	(0.003)	(0.01)
Total net loss per ordinary shares - basic	(0.002)	(0.004)	(0.02)
Total net loss per ordinary shares - diluted	$ (0.002)	$ (0.004)	$ (0.02)
Weighted average number of ordinary shares outstanding
Basic (In shares)	581,991,927	554,687,200	494,712,397
Diluted (In shares)	581,991,927	554,687,200	494,712,397
Cost of revenues
Share-based compensation expenses included in
Share-based compensation expenses			$ (46)
Sales and marketing expenses
Share-based compensation expenses included in
Share-based compensation expenses	$ 3		(280)
General and administrative expenses
Share-based compensation expenses included in
Share-based compensation expenses	4		(311)
Research and development expenses
Share-based compensation expenses included in
Share-based compensation expenses	$ 7		$ (335)

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Cash flows from operating activities:
Net loss from operations	$ (1,541)	$ (2,054)	$ (11,405)
Less: net loss from discontinued operations	(799)	(1,736)	(5,699)
Net loss from continuing operations	(742)	(318)	(5,706)
Adjustments to reconcile net loss to net cash (used in)/provided by operating activities:
Depreciation and amortization	190
Amortization of operating lease right-of-use assets	25
Share-based compensation (reversal)/expense	14		(972)
Provision for credit losses	19
Deferred taxes	(65)
Loss from disposal of subsidiaries			5,421
Changes in operating assets and liabilities:
Accounts receivable	(29)		(20)
Prepayments and other current assets	(344)	5	278
Inventories	8
Accounts payable	35
Operating lease liabilities	(23)
Accrued expenses and other liabilities	4	48	137
Net cash used in operating activities from continuing operations	(908)	(265)	(862)
Net cash provided by/(used in) operating activities from discontinued operations	1,054	(1,807)	2,077
Net cash provided by/(used in) operating activities	146	(2,072)	1,215
Cash flows from investing activities:
Purchase of property, equipment and software	(5)
Cash acquired from a business combination	152
Net cash used in investing activities from continuing operations	147
Net cash provided by/(used in) investing activities from discontinued operations	(5,419)	(11)	4,981
Net cash provided by/(used in) investing activities	(5,272)	(11)	4,981
Cash flows from financing activities:
Repayment of short-term and long-term borrowings			(33,878)
Loan received from third parties		254
Proceeds from short-term and long-term borrowings	1,550
Repayment of convertible loans			(6,438)
Proceeds from issuance of ordinary shares			4,000
Net cash (used in)/provided by financing activities from continuing operations	1,550	254	(36,316)
Net cash (used in)/provided by financing activities	1,550	254	(36,316)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	144	(203)	(618)
Net decrease in cash, cash equivalents and restricted cash	(3,432)	(2,032)	(30,738)
Cash, cash equivalents and restricted cash at beginning of the year	4,377	6,409	37,147
Cash and cash equivalents at beginning of the year	3,692	5,705	36,207
Restricted cash at beginning of the year			215
Non-current restricted time deposits at beginning of the year	685	704	725
Cash, cash equivalents and restricted cash at end of the year	945	4,377	6,409
Cash and cash equivalents at end of the year	945	3,692	5,705
Non-current restricted time deposits at end of the year		685	704
Less: cash, cash equivalents and restricted cash of discontinued operation at the end of the year		4,372	6,381
Cash, cash equivalents and restricted cash of continuing operation at the end of the year	945	5	28
Supplemental disclosure of cash flow information from continuing operations:
Cash paid for interest and funding cost			220
Non-cash investing and financing activities:
Right-of-use assets obtained in exchange for new operating lease liabilities		$ 543
Derecognition of assets other than cash upon disposal of SCHL Group			13,239
Derecognition of liabilities upon disposal of SCHL Group			18,648
Non-controlling interest recognized as other payable upon disposal of SCHL Group			$ 19,678
Issuance of Class A ordinary shares for business acquisition	$ 2,320

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Current assets:
Cash and cash equivalents	$ 945	$ 5
Accounts receivable, net	325
Inventories	134
Prepayments and other current assets	404	3
Current assets of discontinued operation		12,936
Total current assets	1,808	12,944
Non-current assets:
Goodwill	3,759
Intangible assets, net	3,660
Property, equipment and software, net	12
Operating right-of-use assets, net	99
Other non-current assets	9
Non-current assets of discontinued operations		1,228
Total non-current assets	7,539	1,228
TOTAL ASSETS	9,347	14,172
Current liabilities:
Short-term borrowing	0	250
Accounts payable	137
Accrued expenses and other liabilities	1,222	273
Operating lease liabilities, current	85
Current liabilities of discontinued operations (including amounts of consolidated VIEs of US$47,545 and nil, respectively)		67,053
Total current liabilities	1,444	67,576
Non-current liabilities:
Long-term borrowing	1,800	0
Operating lease liabilities, non-current	24
Non-current liabilities of discontinued operations (including amounts of consolidated VIEs of US$727 and nil, respectively)		727
Total non-current liabilities	1,824	727
TOTAL LIABILITIES	3,268	68,303
Commitments and contingencies (Note 16)
SHAREHOLDERS' (DEFICIT)/EQUITY
Additional paid-in capital	371,955	303,532
Statutory reserves		1,474
Accumulated other comprehensive income/(loss)	(364)	9,216
Accumulated deficit	(370,181)	(370,331)
Total shareholders' (deficit)/equity	1,490	(56,039)
Non-controlling interests	4,589	1,908
TOTAL (DEFICIT)/EQUITY	6,079	(54,131)
TOTAL LIABILITIES AND (DEFICIT)/EQUITY	9,347	14,172
Class A Ordinary Shares
SHAREHOLDERS' (DEFICIT)/EQUITY
Ordinary shares	74	63
Class B Ordinary Shares
SHAREHOLDERS' (DEFICIT)/EQUITY
Ordinary shares	$ 6	$ 7