XChange TEC.INC

The Company has been incurring losses from operations since its inception. Accumulated deficits amounted to RMB 3,856,801 and RMB 4,534,513 as of September 30, 2024 and March 31, 2025, respectively. Net cash used in operating activities were RMB 2,088 and RMB 7,948 for the six months ended March 31, 2024 and 2025, respectively. As of September 30, 2024 and March 31, 2025, current liabilities exceeded current assets by RMB 1,271,179 and RMB 1,285,045, respectively. In addition, the Company disposed of itslong-term apartment rental business in October 2023 and acquired Alpha Mind in December 2023. For the six months ended March 31, 2024 and 2025, the Company generated revenues of RMB 76,744 and RMB 175,675, respectively.

These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

On June 6, 2024, the Company and Burgeon Capital agreed to settle all outstanding principal amount and accrued interest under the Note with a total amount of US$27,342 by issuance of Class A ordinary shares. On June 30, 2025, the Company and MMTEC, Inc. agreed to extend the maturity date of the outstanding Note and accrued but unpaid interest to date to December 31, 2025.

The Company intends to meet the cash requirements for the next 12 months from the issuance date of this report through issuance of ordinary shares. On October 26, 2022, the Company’s Form F-3 to offer up to a total amount of US$300 million was declared effective. The Company plans to raise funds under the Form F-3 to support the Company’s operations.

There is a risk that management plan cannot alleviate the substantial doubt of the Company’s ability to continue as a going concern. There can be no assurance that the Company will be successful in achieving its strategic plans, that the Company’s future capital raises will be sufficient to support its ongoing operations, or that any additional financing will be available in a timely manner or with acceptable terms, if at all. Should there be any unforeseen circumstances which may prevent the successful completion of the above mentioned plan in the next twelve months from the issuance of this report, the Company will be required to reduce certain discretionary spending, alter or scale back research and development programs, or be unable to fund capital expenditures, which would have a material adverse effect on the Company’s financial position, results of operations, cash flows, and ability to achieve its intended business objectives.

The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.