Token Cat Ltd

Recent Developments

On February 12, 2026, we entered into a securities purchase agreement with certain non-U.S. investors pursuant to which we agreed to sell an aggregate of 96,000,000,001 Class A ordinary shares, par value US$0.0001 per share, at a price of US$0.0012457 per share, for aggregate consideration of approximately $119,590,000 (in dollars). Under the terms of the purchase agreement, the purchase price was payable in fiat currency or in cryptocurrencies, in the sole discretion of the Company. On August 10, 2026, we received 3,382,508 MFT tokens from the purchasers as consideration for the issuance of shares under the purchase agreement. MFT is a non-mainstream digital asset that is not currently listed or traded on any widely recognized mainstream cryptocurrency exchange. Its liquidity may be limited.. As of the date of issuance of the accompanying financial statements, we had not sold, transferred, or otherwise monetized any of the MFT tokens received.

Because the consideration for this transaction was received in MFT tokens rather than cash or other liquid assets, the transaction did not provide us with any immediate cash resources to fund our operations, capital expenditures, or other liquidity needs. As of June 30, 2026, we had recorded a stock subscription receivable of RMB825,542 thousand as a contra-equity item on our consolidated balance sheet, reflecting the unpaid portion of the subscription price. Following our receipt of the MFT tokens, the resolution and ultimate carrying value of the stock subscription receivable will depend on management’s evaluation of the fair value of the tokens received.

The MFT tokens are subject to valuation uncertainty and recoverability risk. Because the MFT tokens are not currently listed or traded on any widely recognized mainstream cryptocurrency exchange, there is no readily observable market price from which to determine fair value, and their liquidity may be limited. Management is currently evaluating the fair value of the MFT tokens received and the recoverability of the associated carrying amount. There can be no assurance that a liquid trading market will exist or that we will be able to sell, exchange, or otherwise monetize the MFT tokens at or near the subscription price implied by the purchase agreement. If the fair value of the MFT tokens is determined to be materially less than the subscription price, we may not realize the expected economic benefit of this transaction, which could have a material adverse effect on our financial condition, results of operations, and liquidity.