Business Context and Reporting Period
Company: AIOS Tech Inc. (formerly Nisun International Enterprise Development Group Co., Ltd.)
Filing Type: Form 20-F (Annual Report)
Reporting Period: Fiscal year ended December 31, 2025
Jurisdiction: British Virgin Islands (BVI) with primary operations in Hong Kong.
Strategic Pivot: The Company completed a major strategic transformation in late 2025. On December 23, 2025, it divested its legacy mainland China operations (NiSun BVI and subsidiaries), which included SME financing and supply chain trading. Simultaneously, on December 1, 2025, it acquired YD Network Technology Company Limited to pivot into AI-powered IT services and data solutions. The Company rebranded to "AIOS Tech Inc." and changed its ticker to "AIOS" effective February 12, 2026.
Key Financial Metrics
| Metric | 2025 (USD) | 2024 (USD) | Change |
|---|---|---|---|
| Total Revenue (Continuing Ops) | $5,067,754 | $0 | N/A (New Segment) |
| Gross Profit | $3,646,386 | $0 | N/A |
| Net Loss (Continuing Ops) | $(223,702,581) | $(9,857,486) | Significant Increase |
| Net Loss Attributable to Shareholders | $(220,909,089) | $5,787,416 (Profit) | From Profit to Loss |
| Cash and Cash Equivalents | $1,410,674 | $6,108,783 | $(4,698,109) |
| Total Assets | $5,097,687 | $271,421,286 | $(266,323,599) |
| Total Liabilities | $411,332 | $60,292,176 | $(59,880,844) |
Note: 2024 figures for revenue and profit were primarily driven by discontinued operations (legacy business). Continuing operations in 2024 had no revenue.
Material Changes vs. Prior Period
- Discontinued Operations: The Company divested NiSun BVI and its subsidiaries for $50,000. This resulted in a recognized loss on disposal of $225.3 million, which is the primary driver of the 2025 net loss. This loss includes the write-off of uncollectible receivables from the disposed entity.
- Revenue Composition: 2025 revenue of $5.1 million is derived entirely from continuing operations: $3.0 million from new SME financing solutions (overseas) and $2.1 million from new Information Technology services. In contrast, 2024 revenue of $340.2 million was almost entirely from the now-discontinued legacy supply chain and financing businesses in mainland China.
- Asset Base: Total assets decreased by approximately 98% due to the deconsolidation of the legacy business. The Company now holds minimal assets, primarily cash and intangible assets from the YD Network acquisition.
- Operating Expenses: General and administrative expenses decreased by 78.1% to $2.2 million, largely due to the absence of a $9.2 million non-cash stock-based compensation expense recorded in 2024.
Guidance, Outlook, and Risks
Management Commentary and Outlook
Management is pivoting to a "technology-driven professional service provider" model, focusing on AI, data solutions, and IT services in Hong Kong and Southeast Asia. The Company intends to retain earnings to finance operations and does not expect to pay dividends in the foreseeable future. Management believes current cash reserves are sufficient for the next 12 months.
Key Risks and Contingencies
- Internal Controls: Management concluded that disclosure controls and procedures were ineffective as of December 31, 2025, due to material weaknesses, specifically a lack of adequate internal accounting personnel with sufficient U.S. GAAP knowledge.
- Regulatory Uncertainty: Significant risks remain regarding PRC regulations (data security, cybersecurity reviews) despite the divestiture of mainland operations, as the Company may still face retrospective scrutiny or long-arm jurisdiction issues.
- Customer Concentration: For 2025, four customers accounted for 49% of total revenue from continuing operations. Three customers accounted for 100% of accounts receivable.
- Profitability: The Company incurred significant losses in 2025 and cannot assure future profitability as it transitions to a new business model with limited operating history in the AI/IT sector.
Investor Verification Checklist
- Disposal Loss Validity: Verify the calculation of the $225.3 million loss on disposal, specifically the valuation of the $21.6 million in uncollectible receivables written off.
- Internal Control Remediation: Review the specific steps and timeline for remediation of the material weakness in internal controls over financial reporting.
- Revenue Sustainability: Assess the contract terms and renewal likelihood with the four major customers representing 49% of 2025 revenue.
- Subsequent Financing: Note the February 2026 private placement of 60 million shares and warrants raising approximately $24 million; verify the impact on dilution and cash runway.
- Regulatory Compliance: Confirm the Company's status regarding PRC cybersecurity reviews and data transfer regulations, given its historical ties and current data processing activities.