Moatable, Inc._March 31, 2025

reported

Adjustments

As adjusted

Accumulated deficit

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number: 001-35147

Moatable, Inc.

(Exact Name Of Registrant As Specified In Its Charter)

Cayman Islands

Not Applicable

(State Or Other Jurisdiction Of
Incorporation or Organization)

(IRS Employer Identification No.)

45 West Buchanan Street,

Phoenix, Arizona
(Address of Principal Executive Offices)

85003

(Zip Code)

(623) 473-5749

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)*	Name of each exchange on which registered
None	MTBLY	N/A

*The registrant’s American depositary shares, each representing 45 Class A ordinary shares, trade over-the-counter on OTC Pink under the trading symbol “MTBLY”.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 8, 2025, the registrant had 631,722,781 Class A ordinary shares and 170,258,970 Class B ordinary shares outstanding.

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Moatable, Inc.

Form 10-Q

For the Quarterly Period Ended March 31, 2025

TABLE OF CONTENTS

Note About Forward-Looking Statements		ii
Part I. FINANCIAL INFORMATION		1
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets – December 31, 2024 and March 31, 2025	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss – Three Months Ended March 31, 2024 and 2025	3
	Condensed Consolidated Statements of Changes in Equity – Three Months Ended March 31, 2024 and 2025	5
	Condensed Consolidated Statements of Cash Flows – Three Months Ended March 31, 2024 and 2025	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	29

Part II. OTHER INFORMATION		31
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	31
Item 6.	Exhibits	32
SIGNATURES		33

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NOTE ABOUT FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events, financial or operating performance. Forward-looking statements often include words such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, risks, or intentions. Forward-looking statements include, among other things, statements regarding:

●

future financial performance including statements about our revenue, cost of sales, gross margins, operating expenses, and business strategies;

●

predictions regarding the size and growth potential of the markets for our products or our ability to serve those markets;

●

ability to retain our customer base, grow the average subscription revenue per customer, or sell additional products and services to the customer base;

●

ability to expand our sales organization or research and development activities to address existing markets and serve new markets;

●

anticipate and address the technological or service needs of our customers, to release upgrades to our existing software platforms, and to develop new and enhanced applications to meet the needs of our customers;

●

likelihood of macro-economic events that may impact the ability to operate within certain markets or disrupt the flow of products and services such as pandemics, wars, and deterioration of relations between sovereign entities;

●

future regulatory, judicial, and legislative changes or developments in the U.S. and foreign countries, particularly those in which we operate and sell products, including China;

●

regulatory changes, business relationships and operating risks that impact our ability to compete within the industries we serve;

●

anticipated investments, including in sales and marketing, research and development, customer service and support, data center infrastructure, and our expectations relating to such investments;

●

ability to attract, hire, and retain talent including sales, software development, or management personnel to expand operations;

●

accuracy of our estimates regarding expenses, future revenues, gross margins, and needs for additional financing;

●

ability to obtain funding for our operations;

●

ability to integrate and grow acquired businesses and achieve anticipated results from strategic partnerships;

●

anticipated impact of litigation to which we are or may become a party; and

●

effectiveness of lead generation, branding, and other demand generation strategies to reach our customers and sustain growth.

Forward-looking statements may appear throughout this report and other documents we file with the Securities and Exchange Commission (“SEC”), including without limitation, the following sections: Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q and Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Quarterly Report on Form 10-Q, and in particular, the risks discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and those discussed in other documents we file with the SEC. We

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undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

As used herein, (i) “Moatable,” “the company,” “we,” “us,” “our,” and similar terms include Moatable, Inc. and its subsidiaries and, in the context of describing our consolidated financial information, also include the VIE and its subsidiaries, unless the context indicates otherwise; (ii) “ADSs” refers to American depositary shares, each of which represents 45 of our Class A ordinary shares, par value $0.001 per share; (iii) “Lofty” refers to Lofty Inc., our majority-owned subsidiary incorporated in the State of Delaware and formerly known as Chime Technologies, Inc.; (iv) “PRC” and “China” refers to the People’s Republic of China, excluding, for purposes of this Quarterly Report on Form 10-Q only, Hong Kong, Macau, and Taiwan; (v) “Qianxiang Shiji” refers to Qianxiang Shiji Technology Development (Beijing) Co., Ltd., our wholly owned subsidiary incorporated in China; (vi) “Qianxiang Tiancheng” and “VIE” refer to Beijing Qianxiang Tiancheng Technology Development Co., Ltd., a company incorporated in China; (vii) “Shares” and “ordinary shares” refer to our Class A ordinary shares and Class B ordinary shares, par value $0.001 per share; (viii) “Trucker Path” refers to Trucker Path, Inc., our majority-owned subsidiary incorporated in the State of Delaware; and (ix) all dollar amounts refer to United States (U.S.) dollars unless otherwise indicated.

“Moatable,” “Lofty,” “Trucker Path,” and other trademarks of ours appearing in this report are our property. We do not intend our use or display of other companies’ trade names or trademarks to imply an endorsement or sponsorship of us by such companies, or any relationship with any of these companies.

iii

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MOATABLE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2024 AND MARCH 31, 2025

(In thousands, except per share amounts and shares) (Unaudited)


	As of
	December 31,		March 31,
	2024		2025
ASSETS
Current assets
Cash and cash equivalents	$	26,642	$	18,773
Restricted cash		5,280		5,326
Short-term investments		4,980		—
Accounts receivable, net		3,705		4,016
Amounts due from related party		663		672
Prepaid expenses and other current assets, net		2,672		2,531
Total current assets		43,942		31,318

Non-current assets
Property and equipment, net		6,105		6,043
Intangible assets, net		1,927		1,862
Goodwill		2,658		2,739
Long-term investments		13,286		13,363
Right-of-use assets		1,340		1,434
Other non-current assets		210		242
Total non-current assets		25,526		25,683
TOTAL ASSETS	$	69,468	$	57,001

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities
Accounts payable	$	2,413	$	1,674
Accrued expenses and other current liabilities		13,615		13,242
Operating lease liabilities - current		473		531
Amounts due to related party		623		624
Deferred revenue		4,577		4,533
Income tax payable		1,889		2,427
Total current liabilities		23,590		23,031

Non-current liabilities
Operating lease liabilities - non-current		763		810
Deferred tax liabilities		354		364
Total non-current liabilities		1,117		1,174
TOTAL LIABILITIES	$	24,707	$	24,205

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MOATABLE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS- continued

DECEMBER 31, 2024 AND MARCH 31, 2025

(In thousands, except per share amounts and shares) (Unaudited)


	As of
	December 31,		March 31,
	2024		2025
Commitments and contingencies (Note 12)		—		—

Shareholders’ equity
Class A ordinary shares, $0.001 par value, 3,000,000,000 shares authorized; 710,414,011 shares issued and 632,894,266 shares outstanding as of December 31, 2024; 710,670,556 shares issued and 631,623,736 shares outstanding as of March 31, 2025	$	711	$	711
Class B ordinary shares, $0.001 par value, 500,000,000 shares authorized; 170,258,970 shares issued and outstanding as of December 31, 2024 and March 31, 2025; each Class B ordinary share is convertible into one Class A ordinary share		170		170
Treasury stock		(2,929)		(2,986)
Additional paid in capital		784,598		773,520
Accumulated deficit		(720,810)		(721,628)
Statutory reserves		6,712		6,712
Accumulated other comprehensive loss		(9,199)		(9,036)

Total Moatable, Inc. shareholders’ equity		59,253		47,463

Non-controlling interest		(14,492)		(14,667)

Total equity		44,761		32,796

TOTAL LIABILITIES AND EQUITY	$	69,468	$	57,001

The accompanying notes are an integral part of these condensed consolidated financial statements.

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MOATABLE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 and 2025

(In thousands, except per share amounts and shares) (Unaudited)


	For the three months ended March 31,
	2024		2025
Revenues:
SaaS revenue	$	13,982	$	17,958
Other services		41		42
Total revenues		14,023		18,000
Cost of revenues:
SaaS business		3,280		4,557
Other services		36		29
Total cost of revenues		3,316		4,586

Gross profit		10,707		13,414

Operating expenses
Selling and marketing		4,076		5,723
Research and development		4,458		5,761
General and administrative		3,398		2,904
Impairment of intangible assets		207		—
Total operating expenses		12,139		14,388

Loss from operations		(1,432)		(974)
Other income, net		34		66
Loss from fair value change of a long-term investment		(1,488)		(21)
Interest income		362		282
Loss before provision of income tax and loss in equity method investments and non-controlling interest, net of tax		(2,524)		(647)
Income tax expenses		(115)		(545)
Loss before loss in equity method investments and non-controlling interest, net of tax		(2,639)		(1,192)
Impairment on and (loss) income in equity method investments, net of tax		(491)		98
Net loss	$	(3,130)	$	(1,094)
Less: Net loss attributable to non-controlling interests		(27)		(276)
Net loss attributable to Moatable, Inc.	$	(3,103)	$	(818)

Net loss per share:
Net loss per share attributable to Moatable, Inc. shareholders:
Basic and Diluted	$	(0.004)	$	(0.001)
Weighted average number of shares used in calculating net loss per share attributable to Moatable, Inc. shareholders:
Basic and Diluted		719,825,245		802,068,922

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MOATABLE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 and 2025

(In thousands) (Unaudited)


	For the three months ended March 31,
	2024		2025
Net loss	$	(3,130)	$	(1,094)

Other comprehensive (loss) income, net of tax
Foreign currency translation, net of nil income taxes		(48)		163
Other comprehensive (loss) income		(48)		163
Comprehensive loss		(3,178)		(931)
Less: total comprehensive loss attributable to non-controlling interest		(28)		(276)
Comprehensive loss attributable to Moatable, Inc.	$	(3,150)	$	(655)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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MOATABLE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2025

(In thousands, except share amounts and shares) (Unaudited)


																Accumulated
																other		Total		Non-
	Class A Ordinary shares			Class B Ordinary shares			Treasury stock			Additional		Accumulated		Statutory		comprehensive		Moatable,		controlling		Total
	Shares	Amount		Shares	Amount		Shares	Amount		paid-in capital		deficit		reserves		(loss) income		Inc.’s Equity		interest		equity

Balance as of December 31, 2023	607,424,941	$	608	170,258,970	$	170	(57,192,165)	$	(2,002)	$	782,365	$	(718,673)	$	6,712	$	(8,778)	$	60,402	$	(14,689)	$	45,713
Stock-based compensation	—		—	—		—	—		—		555		—		—		—		555		117		672
Repurchase of Class A ordinary shares	—		—	—		—	(7,991,370)		(155)		—		—		—		—		(155)		—		(155)
Other comprehensive loss	—		—	—		—	—		—		—		—		—		(47)		(47)		(1)		(48)
Net loss	—		—	—		—	—		—		—		(3,103)		—		—		(3,103)		(27)		(3,130)
Exercise of share option and restricted shares vesting	96,104,340		96	—		—	—		—		944		—		—		—		1,040		—		1,040
Balance as of March 31, 2024	703,529,281	$	704	170,258,970	$	170	(65,183,535)	$	(2,157)	$	783,864	$	(721,776)		6,712	$	(8,825)	$	58,692	$	(14,600)	$	44,092

Balance as of December 31, 2024	710,414,011		711	170,258,970		170	(77,519,745)		(2,929)		784,598		(720,810)		6,712		(9,199)		59,253		(14,492)		44,761
Stock-based compensation	—		—	—		—	—		—		28		—		—		—		28		101		129
Repurchase of Class A ordinary shares	—		—	—		—	(1,517,400)		(57)		—		—		—		—		(57)		—		(57)
Shares withheld for payroll taxes on restricted shares*	—		—	—		—	(9,675)		—		—		—		—		—		—		—		—
Foreign currency translation, net of nil income taxes	—		—	—		—	—		—		—		—		—		163		163		—		163
Cash dividend payments ($0.01346 per ordinary share)	—		—	—		—	—		—		(11,106)		—		—		—		(11,106)		—		(11,106)
Net loss	—		—	—		—	—		—		—		(818)		—		—		(818)		(276)		(1,094)
Exercise of share option and restricted shares vesting**	256,545		—	—		—	—		—		—		—		—		—		—		—		—
Balance as of March 31, 2025	710,670,556	$	711	170,258,970	$	170	(79,046,820)	$	(2,986)	$	773,520	$	(721,628)	$	6,712	$	(9,036)	$	47,463	$	(14,667)	$	32,796

*The amount of Treasury stock is less than one thousand dollars.

**The amount of Class A Ordinary shares is less than one thousand dollars.

The accompanying notes are integral part of these condensed consolidated financial statements.

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MOATABLE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 and 2025

(In thousands) (Unaudited)


	For the three months ended March 31,
	2024		2025
Cash flows from operating activities:
Net loss	$	(3,130)	$	(1,094)

Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation expense		672		129
Impairment on and loss (income) in equity method investments		491		(98)
Amortization of the right-of-use assets		107		166
Depreciation and amortization		126		186
Impairment on intangible asset		207		—
Fair value change on long-term investment		1,488		21
Provision for credit losses		—		8

Changes in operating assets and liabilities:
Accounts receivable		(438)		(319)
Prepaid expenses and other current assets		(409)		140
Other non-current assets		(43)		(32)
Accounts payable		(305)		(739)
Accrued expenses and other current liabilities		405		(393)
Deferred revenue		11		(44)
Operating lease liabilities		(123)		(206)
Income tax payable		55		538
Net cash used in operating activities		(886)		(1,737)

Cash flows from investing activities:
Redemption of short-term investments		—		4,980
Purchases of property and equipment		(106)		(47)
Net cash (used in) provided by investing activities		(106)		4,933

Cash flows from financing activities:
Proceeds from exercise of share options		1,040		—
Ordinary share buyback		(155)		(57)
Special cash dividends to ordinary shares (including ADSs)		—		(11,106)
Net cash provided by (used in) financing activities		885		(11,163)

Net decrease in cash and cash equivalents and restricted cash		(107)		(7,967)
Cash and cash equivalents and restricted cash at the beginning of the period		38,969		31,922
Effect of exchange rate changes		25		144
Cash and cash equivalents and restricted cash at the end of the period	$	38,887	$	24,099
Reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets
Cash and cash equivalents	$	33,774	$	18,773
Restricted cash		5,113		5,326
Cash and cash equivalents and restricted cash at the end of the period	$	38,887	$	24,099

Supplemental schedule of cash flows information:
Interest paid	$	—	$	—
Income taxes paid	$	—	$	11

Schedule of non-cash activities:
Obtaining right-of-use assets in exchange for operating lease liabilities	$	—	$	206

The accompanying notes are an integral part of these condensed consolidated financial statements.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. ORGANIZATION AND PRINCIPAL ACTIVITIES

Moatable, Inc. was incorporated in the Cayman Islands. Moatable, Inc., which includes its consolidated subsidiaries, variable interest entity (“VIE”) and VIE’s subsidiaries (collectively referred to as the “Company”), operate two SaaS businesses, Lofty and Trucker Path. Lofty offers an all-in-one real estate sales acceleration and client lifecycle management platform that allows real estate professionals to obtain and nurture leads, close transactions, and retain their clients. Trucker Path provides trip planning, navigation, freight sourcing, and a marketplace that offers truckers goods and services to operate their businesses. The Company’s SaaS businesses currently generates the majority of their revenue from the U.S. market, which comprises the majority of the Company’s revenue.

As of March 31, 2025, Moatable, Inc.’s major subsidiaries, VIE and VIE’s subsidiaries are as follows:


	Later of date		Percentage of
	of incorporation	Place of	legal ownership		Principal
Name of Subsidiaries	or acquisition	incorporation	by Moatable, Inc.		activities
Subsidiaries:
Lofty, Inc.(“Lofty”)	September 7, 2012	Delaware, USA	76.4	%	SaaS business
Trucker Path, Inc. (“Trucker Path”)	December 28, 2017	USA	76.1	%	SaaS business
Renren Giantly Philippines Inc.	March, 2018	Philippines	100	%	SaaS business
Qianxiang Shiji Technology Development (Beijing) Co., Ltd. (“Qianxiang Shiji”)	March 21, 2005	PRC	100	%	Investment holding
The Letting Partnership Ltd (“TLP”)	August 30,2024	England and Wales, UK	76.4	%	Real estate accounting business

Variable Interest Entity:
Beijing Qianxiang Tiancheng Technology Development Co., Ltd. (“Qianxiang Tiancheng”)	October 28, 2002	PRC	N/A		Internet business

Subsidiaries of Variable Interest Entity:
Beijing Qianxiang Wangjing Technology Development Co., Ltd. (“Qianxiang Wangjing”)	November 11, 2008	PRC	N/A		Internet business

The VIE arrangements

PRC regulations limit direct foreign ownership of business entities providing value-added telecommunications services, online advertising services and internet services in the PRC where certain licenses are required for the provision of such services. Although the Company no longer operates businesses requiring the VIE, historically, the Company provided online advertising, internet value-added services (“IVAS”), and internet finance services through its VIE, Qianxiang Tiancheng, which is referred to as the “VIE”.

Qianxiang Shiji (“WFOE”), the Company’s Wholly Foreign-Owned Enterprise, entered into a series of contractual arrangements, including: (1) Power of Attorney; (2) Business Operation Agreements; (3) Exclusive Equity Option Agreement; (4) Spousal Consent Agreement; (5) Exclusive Technical and Consulting Services Agreement; (6) Intellectual Property Licenses Agreement; (7) Loan Agreements, and (8) Equity Interest Pledge Agreement with the VIE that enable the Company to (1) have power to direct the activities that most significantly affects the economic performance of the VIE, and (2) receive the economic benefits of the VIE that could be significant to the VIE. Accordingly, the WFOE is considered the primary beneficiary of the VIE and has consolidated the VIE’s financial results of operations, assets and liabilities in the Company’s consolidated financial statements. In making the conclusion that the Company is the primary beneficiary of the VIE, the Company believes the Company’s rights under the terms of the exclusive option agreement and power of attorney are substantive as they relate to operating matters, which provide the Company with a substantive kick-out right.

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More specifically, the Company believes the terms of the contractual agreements are valid, binding, and enforceable under PRC laws and regulations currently in effect. In particular, the Company believes that the minimum amount of consideration permitted by the applicable PRC law to exercise the exclusive option does not represent a financial barrier or disincentive for the Company to exercise its rights under the exclusive option agreement. A simple majority vote of the Company’s board of directors is required to pass a resolution to exercise the Company’s rights under the exclusive option agreement, for which the consent from Mr. Joe Chen, who holds the most voting interests in the Company and is also the Company’s chairman and CEO, is not required. The Company’s rights under the exclusive option agreement give the Company the power to control the shareholders of the VIE and thus the power to direct the activities that most significantly impact the VIE’s economic performance. In addition, the Company’s rights under powers of attorney also reinforce the Company’s abilities to direct the activities that most significantly impact the VIE’s economic performance. The Company also believes that this ability to exercise control ensures that the VIE will continue to execute and renew service agreements that benefit the Company, currently largely comprised of Research and Development services to the Company’s SaaS businesses. By charging service fees at the sole discretion of the Company, and by ensuring that service agreements are executed and renewed indefinitely, the Company has the right to receive substantially all of the economic benefits from the VIE.

The VIE and its subsidiaries hold the requisite licenses and permits necessary to conduct the Company’s business in PRC under the current business arrangements.

The following financial statement balances and amounts of the Company’s VIE were included in the accompanying condensed consolidated financial statements after elimination of intercompany balances and transactions between the offshore companies, WFOE, VIE and VIE’s subsidiaries. As of December 31, 2024 and March 31, 2025, the balance of the amounts payable by the VIE and its subsidiaries to the WFOE related to the service fees were nil.


	As of December 31,		As of March 31,
	2024		2025
Total assets	$	4,774	$	3,840
Total liabilities	$	4,617	$	4,649


	For the three months ended March 31,
	2024		2025
Revenues	$	20	$	22
Net Loss	$	(3,471)	$	(3,357)


	For the three months ended March 31,
	2024		2025
Net cash provided by (used in) operating activities	$	166	$	(1,049)
Net cash used in investing activities	$	(88)	$	(31)
Net cash used in financing activities	$	—	$	—

There are no consolidated VIE assets that are collateral for the VIE obligations and can only be used to settle the VIE obligations. There are no creditors (or beneficial interest holders) of the VIE that have recourse to the general credit of the Company or any of its consolidated subsidiaries. However, if the VIE ever need financial support, the Company or its subsidiaries may, at its option and subject to statutory limits and restrictions, provide financial support to its VIE through loans to the shareholders of the VIE or entrustment loans to the VIE.

Relevant PRC laws and regulations restrict the VIE from transferring a portion of its net assets, equivalent to the balance of its statutory reserve and its share capital, to the Company in the form of loans and advances or cash dividends. Please refer to Note 10 for disclosure of restricted net assets.

Prior to the issuance of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, management discovered that it incorrectly classified a foreign subsidiary as a VIE starting in the period ended June 30, 2023. Accordingly, as of March 31, 2024, total liabilities related to VIEs of $7,470 was incorrectly reported as $8,179 and net loss from VIEs and its subsidiaries of $3,471 was incorrectly reported as $2,746 for the three months ended March 31, 2024. The error related to the year ended December 31, 2023 had been revised in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. The similar error relating to total liabilities attributable to the VIEs in the Quarterly Report on Form 10-Q filed for the period ended June 30, 2024 that will be revised when the Company files its Quarterly Report on Form 10-Q for the second quarter in 2025. The impact on net income for the various quarterly information included in Quarterly Reports on Form 10-Q and the impact on assets and cash flow information for all periods was de minimis. There is no impact of this misclassification on the consolidated financial statements.

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2. REVISION TO PRIOR PERIOD FINANCIAL STATEMENTS

Subsequent to the filing of the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 with the United States Securities and Exchange Commission (the “SEC”), management of Moatable, Inc. (the “Company”) discovered that the sales tax liability was understated as of March 31, 2024 by $2,647, of which $2,358 is related to the prior years of 2021 through 2023, and $289 is related to the three months period ended March 31, 2024.

In accordance with Staff Accounting Bulletin (“SAB”) No. 99, “Materiality,” and SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the adjustments detailed above, and determined the related impact did not materially misstate its consolidated financial statements as of and for the year ended December 31, 2023 or its condensed consolidated financial statements for the periods ended March 31, 2023, June 30, 2023, September 30, 2023, March 31, 2024, June 30, 2024, and September 30 ,2024.

Although the Company concluded that the misstatement was not material to its previously issued financial statements, the Company has determined it was appropriate to present the impacts to its consolidated financial statements for the year ended December 31, 2023 on a prospective basis to provide appropriate context to stakeholders. Revision to its consolidated financial statements as of and for the year ended December 31, 2023 was included within the comparative consolidated financial statements as of and for the year ended December 31, 2024 contained in the Annual Report on Form 10-K filed with the SEC on April 15, 2025. Revisions to the Company’s condensed consolidated financial statements for the periods ended March 31, 2024 are tabulated below, and the errors for the periods of June 30, 2024 and September 30, 2024 that will be revised when the Company files its Quarterly Reports on Form 10-Q for the second and third quarters in 2025.

As of March 31, 2024, the omission of accrual of US sales tax liabilities was totaled $2,647, which has impact for the three months ended March 31, 2024 by increasing $289 for selling expenses and $2,358 for the opening of accumulated deficit.

The following are the relevant line items from the Company’s consolidated balance sheet as of March 31, 2024, condensed consolidated statement of operations and comprehensive loss, and condensed consolidated statements of cashflows for the three months ended March 31, 2024, which illustrate the effect of the adjustments to the period presented:

Opening accumulated deficit as of January 1, 2024

Selected consolidated balance sheet information as of March 31, 2024


	As
	reported		Adjustments		As adjusted
Accrued expenses and other current liabilities	$	10,673	$	2,647	$	13,320
Total current liabilities		21,259		2,647		23,906
TOTAL LIABILITIES		21,357		2,647		24,004
Accumulated deficit		(719,129)		(2,647)		(721,776)
Total Moatable, Inc. shareholders’ equity		61,339		(2,647)		58,692
Total equity		46,739		(2,647)		44,092

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Selected consolidated statement of operations and comprehensive loss information for the three months ended March 31, 2024


	As
	reported		Adjustments		As adjusted
Selling and marketing	$	3,787	$	289	$	4,076
Total operating expenses		11,850		289		12,139
Loss from operations		(1,143)		(289)		(1,432)
Loss before provision of income tax and loss in equity method investments and non-controlling interest, net of tax		(2,235)		(289)		(2,524)
Loss before loss in equity method investments and noncontrolling interest, net of tax		(2,350)		(289)		(2,639)
Net loss		(2,841)		(289)		(3,130)
Net loss attributable to Moatable, Inc.		(2,814)		(289)		(3,103)
Comprehensive loss		(2,889)		(289)		(3,178)
Comprehensive loss attributable to Moatable, Inc.		(2,861)		(289)		(3,150)
Net loss per share attributable to Moatable, Inc. shareholders:
Basic and Diluted		(0.004)		(0.0004)		(0.004)

Selected consolidated statement of cash flows information for the three months ended March 31, 2024


	As
	reported		Adjustments		As adjusted
Net loss	$	(2,841)	$	(289)	$	(3,130)
Accrued expenses and other current liabilities		116		289		405

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information, and with the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of the Company, the accompanying unaudited condensed financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of March 31, 2025, and its results of operations for the three months ended March 31, 2025, and 2024, and cash flows for the three months ended March 31, 2025, and 2024. The condensed balance sheet at December 31, 2024, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with audited consolidated financial statements and accompanying notes in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Principles of consolidation

The condensed consolidated financial statements of the Company include the financial statements of Moatable, Inc., its subsidiaries, its VIE and VIE’s subsidiaries. All inter-company transactions and balances are eliminated upon consolidation.

Use of estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported amounts of revenues and expenses in the financial statements and accompanying notes. Significant accounting estimates reflected in the Company’s consolidated financial statements include, but are not limited to, valuation allowance for deferred income tax assets.

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Fair value

Authoritative literature provides a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows:

Level 1-inputs are based upon unadjusted quoted prices for identical assets or liabilities traded in active markets.

Level 2-inputs are based upon quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3-inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.

Cash and cash equivalents

Cash and cash equivalents generally consist of cash and highly liquid investments with an original maturity of three months or less. The Company acts as an agent for its property management clients in managing specific cash and cash equivalents. These amounts are excluded from the accompanying consolidated balance sheets.

Restricted Cash

On August 28, 2023, the Company entered into an Escrow Agreement with U.S. Bank National Association to enhance directors and officers’ insurance coverage. The Company set aside $5 million restricted cash into an escrow account with U.S. Bank as required by the contractual agreement with U.S. Bank National Association.

Accounts receivable

Accounts receivable are stated at the original amount less an provision for credit loss. Accounts receivable are recognized in the period when the Company has provided services to its customers and when its right to consideration is unconditional.

Provision for credit loss

In accordance with Accounting Standards Codification (“ASC”) Topic 326, Financial Instruments - Credit Losses, the Company evaluates its accounts receivable, and other current receivable included in other current assets for expected credit losses on a regular basis. The Company maintains an estimated provision for credit losses to reduce its receivables to the amount that it believes will be collected. The Company considers factors in assessing the collectability of its receivables, such as the age of the amounts due, the customer’s payment history, credit-worthiness, current market conditions, reasonable and supportable forecasts of future economic conditions, and other specific circumstances related to the accounts. The Company determines to use aging schedule method in combination with current situation adjustment as the current expected credit losses (CECL) model to estimate the provision for credit loess. The Company adjusts the provision percentage periodically when there are significant differences between estimated bad debts and actual bad debts. If there is strong evidence indicating that the receivables are likely to be unrecoverable, the Company also makes specific provision in the period in which a loss is determined to be probable. Receivables balances are written off after all collection efforts have been exhausted. For the three months ended March 31, 2024 and 2025, the Company recorded nil and $8 provision for credit loss for accounts receivable, respectively.

Revenue recognition

The Company recognizes revenue when control of the good or service has been transferred to the customer, generally upon delivery to a customer. The contracts have a fixed contract price and revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. The Company collects sales taxes and value-added taxes from customers on behalf of governmental authorities at the time of sale. These taxes are accounted for on a net basis and are not included in revenues and cost of revenues. The Company generally expenses sales commissions when incurred because the amortization period is

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less than one year. These costs are recorded within selling and marketing expenses. The Company does not have any significant financing payment terms as payment is received at or shortly after the point of sale.

Revenue from Contracts with Customers (“ASC 606”) prescribes a five-step model that includes: (1) identify the contract; (2) identify the performance obligations; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) performance obligations are satisfied.

The Company generated the majority of revenue from SaaS services.

SaaS revenue: SaaS revenue mainly includes the revenue generated from (1) subscription services, (2) advertising services provided by Lofty and Trucker Path, and (3) other SaaS revenue. The Company recognizes revenue for subscription services over the life of the subscription. For Lofty’s advertising service, the Company acts as an agent to place advertisements on third-party websites or platforms. For Trucker Path’s advertising service, the Company acts as principal to place advertisements on Trucker Path’s platform. The Company recognizes revenue for advertising services over the advertising periods.

Other services: Other services mainly include revenue from the provision of back-office services to Oak Pacific Investment (“OPI”) and revenue from non-recurring sources. The Company provides back-office services including accounting, legal, and business-related consulting services, which is a single performance obligation provided over the contract periods with pre-determined stand-alone selling price. The Company recognizes revenue over the contract periods.

The following tables disaggregate revenue by subscription, advertising, and other services:


	For the three months ended March 31,
	2024		2025

	(In thousands of US$)
Lofty
Subscription services	$	7,514	$	8,561
Advertising services		359		395
Other SaaS services		76		855
Subtotal	$	7,949	$	9,811
Trucker Path
Subscription services	$	5,638	$	7,776
Advertising services		405		328
Other SaaS services		(10)		43
Subtotal	$	6,033	$	8,147
Other Operations
Other services	$	41	$	42
Total revenues	$	14,023	$	18,000

Contract balances: Timing of revenue recognition may differ from the timing of invoicing to customers. A contract asset is recorded when the Group has transferred services to the customer before payment is received or is due, and the Group’s right to consideration is conditional on future performance or other factors in the contract. There were no contract assets recorded as of December 31, 2024 and March 31, 2025.

Deferred revenue mainly represents payments received from customers related to unsatisfied performance obligations for SaaS. The Company’s total deferred revenue was $4,577 and $4,533 as of December 31, 2024 and March 31, 2025, respectively, which is substantially recognized as revenue within one year. The amount of revenue recognized during the three months ended March 31, 2024 and 2025 that was previously included in the deferred revenue as of December 31, 2023 and 2024 were $2,445 and $2,730 respectively.

Loss per share

Basic loss per ordinary share is computed by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

Diluted loss per ordinary share reflects the potential dilution that could occur if securities were exercised or converted into ordinary shares. The Company had stock options and non-vested restricted shares, which could potentially dilute basic earnings per share in the

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future. All stock options and nonvested restricted shares in the diluted loss per ordinary share computation were excluded in periods of net loss for the three months ended March 31, 2024 and 2025, as their impact is anti-dilutive.

Recent accounting pronouncements

In December 2023, the FASB issued ASU 2023-09, Improvement to Income Tax Disclosure. This standard requires more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This standard also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for public business entities, for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. The Company adopted the new disclosures for the annual periods beginning on January 1, 2025. The Company will include the applicable and relevant required disclosures in the Income Taxes footnote in the Form 10-K.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40), to improve the disclosures about an entity’s expenses including more detailed information about the types of expenses in commonly presented expense captions. At each interim and annual reporting period, entities will disclose in tabular format disaggregating information about prescribed categories underlying relevant income statement captions, as well as the total amount of selling expense and a description of the composition of its selling expense. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. Public business entities are required to adopt the ASU prospectively. However, public business entities are permitted to apply the amendments in the ASU retrospectively. The Company is in the process of evaluation the impact of adopting this new guidance on its consolidated financial statement.

Recently issued ASUs by the FASB, except for the ones mentioned above, have no material impact on the Company’s consolidated results of operations or financial position.

4. LONG-TERM INVESTMENTS

Long-term investments consisted of the following (in thousands):


		As of December 31,		As of March 31,
	Note	2024		2025
Equity method investments:
Fundrise, L.P.	(i)	$	13,129	$	13,227
Other	(ii)		—		—
Total equity method investments		$	13,129	$	13,227

Equity investment with readily determinable fair values:
Kaixin Auto Holdings		$	57	$	36

Equity investment without readily determinable fair values:
Suzhou Youge Interconnection Venture Capital Center	(iii)	$	—	$	—
Other			100		100
Total equity investments without readily determinable fair values		$	100	$	100

Total long-term investments		$	13,286	$	13,363

(i)

In October 2014, the Company entered into an agreement to purchase limited partnership interest of Fundrise, L.P. for a total consideration of $10,000. The Company held 98.04% equity interest as limited partner as of December 31, 2024 and March 31, 2025 and recognized its share of income of $97 and $98 for the three months ended March 31, 2024 and 2025, respectively.

For the three months ended March 31, 2024 and 2025, Fundrise, L.P. reported revenue of $163 and an operating income of $153. The net income of Fundrise, L.P. for the three months ended March 31, 2024 and 2025 was $99 and $100, of which $97 and $98 was attributable to the Company, respectively.

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(ii)

In May 2014, the Company entered into an agreement to purchase limited partnership interest of Beijing Fenghou Tianyuan Investment and Management Center L.P. for a total consideration of $1,385 (RMB10 million). The Company held 12.38% partnership interest as of December 31, 2024 and March 31, 2025 and did not recognize share of income for the three months ended March 31, 2024 and 2025, respectively. The Company recognized an impairment loss of $588 and nil for the three months ended March 31, 2024 and 2025, respectively.

(iii)

In June 2016, the Company entered into an agreement to purchase limited partnership interest of Suzhou Youge for a total consideration of $766 (RMB5 million) and held 2.98% equity interest. The Company acts as “General Partner” of Suzhou Youge, L.P. As of December 31, 2024, the Company recognized full impairment on this long-term investment.

5. OPERATING LEASES

The Company leases its facilities and offices under non-cancellable operating lease agreements. These leases are renewable upon negotiation.

For the three months ended March 31, 2024 and 2025, cash paid for amounts included in the measurement of lease liabilities was $123 and $206, respectively.

The operating lease cost and short-term lease cost for the three months ended March 31, 2024 and 2025 were as follows (in thousands):


	For the three months ended March 31,
	2024		2025
Selling expenses	$	18	$	23
Research and development expenses		121		205
General and administrative expenses		20		20
Total operating lease cost		159		248

Short-term lease cost		9		3

Total lease cost	$	168	$	251

The weighted average remaining lease term as of December 31, 2024 and March 31, 2025 was 3.73 and 3.44 years, respectively, and the weighted average discount rate of the operating leases was 5.08% and 4.21%, respectively.

Maturities of lease liabilities as of March 31, 2025 were as follows (in thousands):


	Operating Lease
Remainder of 2025	$	453
2026		478
2027		285
2028		46
2029		39
After		129
Total undiscounted lease payment		1,430
Less: Imputed interest		(89)
Present value of lease liabilities	$	1,341

6. ORDINARY SHARES

Exercise of share options and restricted shares vesting

During the three months ended March 31, 2024 and 2025, 96,104,340 and 256,545 Class A ordinary shares were issued due to the exercise of share options or vesting of restricted share units under share-based compensation, respectively.

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On March 5, 2025, the Company’s board of directors declared a special cash dividend of US$0.01346 per ordinary share, or US$0.6057 per ADS, to all holders of ordinary shares (including those in the form of ADSs) of record as of 5:00 p.m. Eastern Time on March 17, 2025. The aggregate amount of the cash dividend is approximately $11 million. The special cash dividend was paid from the Company’s current cash position on March 27, 2025.

Stock Repurchase from public market

On November 7, 2022, the Company’s Board of Directors (the “Board”) authorized the repurchase of up to an aggregate of $10.0 million of the Company’s Class A ordinary shares, par value $0.001 per share, to be executed from time to time in open market transactions effected through a broker at prevailing market prices under ordinary principles of best execution within one year after commencement (the “Stock Repurchase Program”). The Stock Repurchase Program took effect on January 16, 2023. On October 13, 2023, the Board approved an extension and extra funding of the existing Stock Repurchase Program whereby the expiration date was extended to December 31, 2024 and the authorized repurchase amount was increased from $10.0 million to $15.0 million. On November 18, 2024, the Board approved an extension of the existing Stock Repurchase Program until December 31, 2026.

The Stock Repurchase Program does not obligate the Company to repurchase any amount of the Company’s ordinary shares, and may be modified, extended, suspended, or discontinued at any time. The timing and amount of repurchases will be determined by the Company’s management based on a variety of factors such as the market price of the Company’s ordinary shares, the Company’s corporate cash requirements, and overall market conditions. The Stock Repurchase Program is subject to applicable legal requirements, including federal and state securities laws.

For the three months ended March 31, 2024 and 2025, the Company repurchased 177,586 and 33,720 ADSs, representing 7,991,370 and 1,517,400 Class A ordinary shares (each ADS is equivalent to 45 Ordinary Shares) for $155 and $57 on the open market, at a weighted average price of $0.87 and $1.67 per ADS, respectively.

The following table sets forth repurchase activity under the Stock Repurchase Program for the three months ended March 31, 2025 (amount in thousands, except share and per share amounts):


				Approximate Dollar
				Value of ADSs That		Approximate Dollar
				Purchased as		Value of ADSs That
				Part of Publicly		May Yet Be
	Total Number of	Average Price Paid		Announced		Purchased Under
	ADSs Purchased	Per ADS		Programs		the Programs
Periods
January 2025
Open market purchases	29,667	$	1.71	$	50	$	3,104
February 2025
Open market purchases	4,053	$	1.76	$	7	$	3,097
Total	33,720			$	57

Change of Shares withheld for payroll taxes on Restricted Stock Units (“RSU”) into treasury stock

The Company entered into an employee stock option service agreement on January 1, 2021, (the “ESOP Agreement”) with The Core Group (“Core”), pursuant to which Core withheld ADSs for the payroll tax liabilities from the employees. The Company used excess cash on hand to remit payroll tax liabilities on behalf of optionees. Due to the Stock Repurchase Program, the Company decided to redesignate the ADSs withheld for the payroll taxes into treasury stock, which were 173,548 ADSs in the aggregate, representing 7,809,660 Class A ordinary shares (each ADS is equivalent to 45 Ordinary Shares) for $674, at a weighted average price of $3.89 per ADS. In March, 2025, the Company recorded ADSs withheld for the payroll taxes as treasury stock, which were 215 ADSs in the aggregate, representing 9,675 Class A ordinary shares (each ADS is equivalent to 45 Ordinary Shares) for $0.3, at a weighted average price of $1.53 per ADS.

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7. SHARE-BASED COMPENSATION

Moatable, Inc. Stock options

The following table summarizes information with respect to share options outstanding as of March 31, 2025:

Options outstanding

Options exercisable

Weighted

average

Weighted

average

Weighted

remaining

average

remaining

average

Number

contractual

exercise

intrinsic

Number of

contractual

exercise

intrinsic

Range of exercise prices

outstanding

life

price

value

exercisable

life

price

value

0.01

11,250,000

9.24

0.01

0.02

2,343,750

9.24

0.01

0.02

11,250,000

0.02

2,343,750

0.02


		Weighted
		average
	Number of	exercise
	shares	price
Balance, December 31, 2024	11,250,000	$	0.01

Balance, March 31, 2025	11,250,000	$	0.01

Exercisable, March 31, 2025	2,343,750	$	0.01

Expected to vest, March 31, 2025	8,906,250	$	0.01

Share-based compensation is based on the fair value on the grant dates or the modification date over the requisite service period of award using the straight-line method.

For employee stock options, the Company recorded share-based compensation of nil and $10 for the three months ended March 31, 2024 and 2025, respectively, based on the fair value on the grant dates over the requisite service period of award using the straight-line method.

For the three months ended March 31, 2024 and 2025, there was no share-based compensation recorded for non-employee options.

As of March 31, 2025, there was $129 unrecognized share-based compensation expense relating to share options. This amount is expected to be recognized over a weighted - average vesting period of 3.17 years.

Moatable, Inc. Nonvested restricted shares

A summary of the nonvested restricted shares activity is as follows:


		Weighted
		average fair
		value
	Nonvested	per ordinary
	restricted	share at the
	shares	grant dates
Outstanding as of December 31, 2024	2,493,075	$	0.03

Vested	(256,545)	$	0.03
Forfeited	(30)	$	0.10

Outstanding as of March 31, 2025	2,236,500	$	0.03

The Company recorded compensation expenses based on the fair value of nonvested restricted shares on the grant dates over the requisite service period of award using the straight-line vesting attribution method. The fair value of the nonvested restricted shares on the grant

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date was the closing market price of the ordinary shares as of the date. The Company recorded compensation expenses related to nonvested restricted shares of $555 and $18 for the three months ended March 31, 2024 and 2025, respectively.

Total unrecognized compensation expense amounting to $1,195 related to nonvested restricted shares granted as of March 31, 2025. The expense is expected to be recognized over a weighted-average period of 0.64 years.

Equity Incentive Plan of Lofty, Inc. and Trucker Path, Inc.

On July 13, 2020, Lofty, Inc. and Trucker Path, Inc. adopted equity incentive plans, whereby, after adjustment for a 1:200 reverse stock split, 150,000 ordinary shares of Lofty, Inc. (“2020 Lofty Plan”) and 150,000 ordinary shares of Trucker Path, Inc. (“2020 Trucker Path Plan”) are made available for future grant for employees or consultants of Lofty and Trucker Path, respectively, either in the form of incentive share options or restricted shares. On November 4, 2021, Lofty, Inc. and Trucker Path, Inc. approved the adoption of their 2021 equity incentive plans, whereby 25,000 ordinary shares of Lofty, Inc. (“2021 Lofty Plan”) and 25,000 ordinary shares of Trucker Path, Inc. (“2021 Trucker Path Plan”) are made available for future grant for employees or consultants of Lofty and Trucker Path, respectively, either in the form of incentive share options or restricted shares.

The term of the options may not exceed ten years from the date of the grant. The awards under the above plans are subject to vesting schedules ranging from immediately upon grant to four years subsequent to grant date.

For the three months ended March 31, 2024 and 2025, no options were newly granted by Lofty and Trucker Path under 2020 Lofty Plan, 2020 Trucker Path Plan, 2021 Lofty Plan and 2021 Trucker Path Plan.

The Company recorded share-based compensation expense for Lofty and Trucker Path for the three months ended March 31, 2024 and 2025 as follows, based on the fair value on the grant dates over the requisite service period of award using the straight-line method (in thousands).

As of March 31, 2025 there were $351 and $440 unrecognized share-based compensation expense relating to share options of Lofty Plan and Trucker Path Plan, respectively. This amount is expected to be recognized over a weighted-average vesting period of 2.59 and 2.23 years for Lofty Plan and Trucker Path Plan, respectively.

The following table summarizes information with respect to share options outstanding of Lofty as of March 31, 2025:

Options outstanding

Options exercisable

Weighted

average

Weighted

average

Weighted

remaining

average

remaining

average

Range of

Number

contractual

exercise

intrinsic

Number of

contractual

exercise

intrinsic

exercise prices

outstanding

life

price

value

exercisable

life

price

value

6.00, 33.48 and 73.35

46,554

6.84

30.61

35.11

35,985

6.29

27.22

43.01

46,554

35.11

35,985

43.01



		Weighted		Weighted
		average		average
	Number of	exercise		grant date
	shares	price		fair value
Balance, December 31, 2024	46,748	$	30.79	$	18.21
Forfeited	(194)	$	73.35	$	33.48
Balance, March 31, 2025	46,554	$	30.61	$	18.15
Exercisable, March 31, 2025	35,985	$	27.22
Expected to vest, March 31, 2025	10,569	$	42.15

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The following table summarizes information with respect to share options outstanding of Trucker Path as of March 31, 2025:

Options outstanding

Options exercisable

Weighted

average

Weighted

average

Weighted

remaining

average

Weighted

remaining

average

Range of

Number

contractual

exercise

average

Number of

contractual

exercise

intrinsic

exercise prices

outstanding

life

price

intrinsic value

exercisable

life

price

value

4.00, 64.70 and 133.00

49,015

6.91

57.96

34.50

37,873

6.33

50.68

44.65

49,015

34.50

37,873

44.65


		Weighted		Weighted
		average		average
	Number of	exercise		grant date
	shares	price		fair value
Balance, December 31, 2024	49,015	$	57.96	$	28.23

Balance, March 31, 2025	49,015	$	57.96	$	28.23
Exercisable, March 31, 2025	37,873	$	50.68
Expected to vest, March 31, 2025	11,142	$	82.46

The total amount of share-based compensation expense for options and nonvested restricted shares of the Company, Lofty and Trucker Path, attributable to selling and marketing, research and development, general and administrative expenses are as follows (in thousands):


	For the three months ended March 31,
	2024		2025
Selling and marketing expenses	$	41	$	24
Research and development expenses		206		21
General and administrative expenses		425		84
Total share-based compensation expense	$	672	$	129

There was no income tax benefit recognized in the statements of operations for share-based compensation for the three months ended March 31, 2024 and 2025.

8. RELATED PARTY BALANCES AND TRANSACTIONS

The table below sets forth the related party and their relationships with the Company:


	Name	Relationship
(a)	Infinities Technology (Cayman) Holding Limited (“Infinities”)	Equity investment of the Company
(b)	Oak Pacific Investment (“OPI”) and its subsidiaries	An entity controlled together by chief executive officer and one of our independent board member, and its subsidiaries.

Amounts due from related party

As of December 31, 2024 and March 31, 2025 amounts due from related party was as follows (in thousands):


	Note	As of December 31, 2024		As of March 31, 2025
Infinities	(i)		650		653
OPI and its subsidiaries			13		19
Total		$	663	$	672

(i)

The balance represents the receivable from Infinities in connection with the disposition of the SNS business. In November 2018, the Company’s Board of Directors approved a proposal for the sale of its SNS Business to Beijing Infinities for a combined consideration of $20,000 in cash and $40,000 in the form of Beijing Infinities shares to be issued to the Company. The Company collected $6,866 in 2019, however, by December 31, 2019, Beijing Infinities failed to make payments under the agreed extended repayment plan. Based on assessment of the collectability, the Company provided an allowance of $12,408 for the receivable.

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Additionally, the shares receivable in the form of Infinites Technology (Cayman) Holding Limited, which is the holding company of Beijing Infinities, were received as of December 31, 2020 and were recorded as long-term investments in the consolidated balance sheets as of December 31, 2020.

Amounts due to related party

As of December 31, 2024 and March 31, 2025 amounts due to related party was as follows (in thousands):


	As of December 31, 2024		As of March 31, 2025
Infinities	$	623	$	624
Total	$	623	$	624

9. SEGMENT INFORMATION and GEOGRAPHIC INFORMATION

The Company is engaged in providing SaaS platforms to customers primarily located in the United States. The Company’s operations are conducted in two reportable segments: Lofty and Trucker Path. The Company defines its segments as those operations whose results the chief operating decision maker (“CODM”) regularly reviews to analyze performance and allocate resources.

The Lofty segment includes the Company’s all-in-one real estate sales acceleration and client lifecycle management platform. The Trucker Path segment includes the Company’s driver-centric online transportation management platform. The Company’s operating structure also includes Corporate, which is a center focusing on strategic initiatives, policy, governance and the scaling of global operations, and a platform services organization supporting operating units, global marketing category leadership teams and the center by providing efficient and scaled global services and capabilities, including, but not limited to, transactional work, data management, consumer analytics, digital commerce and social/digital hubs.

Chief Operating Decision Maker and Method of Determining Segment Income or Loss

The Company’s CODM is Joseph Chen, the chairman and the chief executive of the Company. The CODM assesses the performance of operating segments primarily based on net operating revenues and operating income (loss). These metrics guide strategic operating decisions and resource allocation across the Company. Segment operating income is calculated consistently with the methodology used for consolidated operating income. Decisions made at this level encompass, but are not limited to, setting annual business plan targets and allocating capital expenditures, all of which are aligned with the Company’s long-term growth objectives. Income taxes and certain treasury-related items, such as interest income and interest expense, are managed globally within Corporate. Information about total assets by segment is not disclosed because such information is not regularly provided to, or used by, the CODM.

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The Company measures the results of its segments using, among other measures, each segment’s revenue, cost of sales and operating expenses. Information for the Company’s segments and Corporate, is provided in the following table:


	Lofty		Trucker Path		The Corporate		Eliminations		Consolidated
For the three months ended March 31, 2025
Revenues:
Subscription services	$	8,561	$	7,776	$	—	$	—	$	16,337
Advertising services		395		328		—		—		723
Other Saas services		855		43		—		—		898
Other services		—		—		157		(115)		42
Total revenues		9,811		8,147		157		(115)		18,000
Cost		2,063		2,484		39		—		4,586
Gross profit		7,748		5,663		118		(115)		13,414
Operating expenses:
Selling and marketing expense		4,585		1,200		45		(107)		5,723
Research and development expense		2,916		2,840		12		(7)		5,761
General and administrative expense		1,691		681		533		(1)		2,904
Total operating expenses		9,192		4,721		590		(115)		14,388
(Loss) income from operations	$	(1,444)	$	942	$	(472)	$	—	$	(974)
Other income, net										66
Loss from fair value change of a long-term investment										(21)
Interest income										282
Loss before provision of income tax and loss in equity method investments and non-controlling interest, net of tax									$	(647)

Other segment information:
Depreciation and amortization	$	142	$	13	$	31	$	—	$	186
Goodwill		2,739		—		—		—		2,739
Intangible assets, net		1,483		360		19		—		1,862

For the three months ended March 31, 2024
Revenues:
Subscription services	$	7,514	$	5,638	$	—	$	—	$	13,152
Advertising services		359		405		—		—		764
Other Saas services		76		(10)		—		—		66
Other services		—		—		156		(115)		41
Total revenues		7,949		6,033		156		(115)		14,023
Cost		1,387		1,893		36		—		3,316
Gross profit		6,562		4,140		120		(115)		10,707
Operating expenses:
Selling and marketing expense		3,166		959		58		(107)		4,076
Research and development expense		2,111		2,131		223		(7)		4,458
General and administrative expense		1,260		690		1,449		(1)		3,398
Impairment of intangible assets		207				—		—		207
Total operating expenses		6,744		3,780		1,730		(115)		12,139
Loss from operations	$	(182)	$	360	$	(1,610)	$	—	$	(1,432)
Other income, net										34
Loss from fair value change of a long-term investment										(1,488)
Interest income										362
Loss before provision of income tax and loss in equity method investments and non-controlling interest, net of tax									$	(2,524)

Other segment information:
Depreciation and amortization	$	81	$	12	$	33	$	—	$	126
Intangible assets, net		59		371		27		—		457

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Geographic Data

The following table provides information related to the total revenues:


	For the three months ended March 31,
		2024		2025
United States	$	13,670	$	16,853
International		353		1,147
Total operating revenues	$	14,023	$	18,000

The following table provides information related to the long-lived assets, net:


	As of December 31,		As of March 31,
	2024		2025
United States	$	7,281	$	7,144
International		2,301		2,437
Long-lived assets, net	$	9,582	$	9,581

10. STATUTORY RESERVE AND RESTRICTED NET ASSETS

In accordance with the Regulations on Enterprises with Foreign Investment of China and their articles of association, the Company’s subsidiaries and VIE entities located in the PRC, being foreign invested enterprises established in the PRC, are required to provide for certain statutory reserves. These statutory reserve funds include one or more of the following: (i) a general reserve, (ii) an enterprise expansion fund or discretionary reserve fund, and (iii) a staff bonus and welfare fund. Subject to certain cumulative limits, the general reserve fund requires a minimum annual appropriation of 10% of after-tax profit (as determined under accounting principles generally accepted in China at each year-end); the other fund appropriations are at the subsidiaries’ or the affiliated PRC entities’ discretion. These statutory reserve funds can only be used for specific purposes of enterprise expansion, staff bonus and welfare, and are not distributable as cash dividends except in the event of liquidation of the Company’s subsidiaries, the Company’s affiliated PRC entities and their respective subsidiaries. The Company’s subsidiaries and VIE entities are required to allocate at least 10% of their after-tax profits to the general reserve until such reserve has reached 50% of their respective registered capital.

Appropriations to the enterprise expansion reserve and the staff welfare and bonus reserve are to be made at the discretion of the board of directors of each of the Company’s subsidiaries. The appropriation to these reserves by the Company’s PRC subsidiaries was nil for the three months ended March 31, 2024 and 2025, respectively.

As a result of these PRC laws and regulations and the requirement that distributions by PRC entities can only be paid out of distributable profits computed in accordance with PRC GAAP, the PRC entities are restricted from transferring a portion of their net assets to the Company. Amounts restricted include paid-in capital and the statutory reserves of the Company’s PRC subsidiaries and VIE entities. The aggregate amounts of capital and statutory reserves restricted which represented the amount of net assets of the relevant subsidiaries and VIE entities in the Company not available for distribution was $8,455 and $8,498 as of December 31, 2024 and March 31, 2025, respectively.

11. INCOME TAXES

Utilization of the federal and state net operating losses may be subject to certain annual limitations under IRC Section 382 due to the “change in ownership” provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization. The Company has a full valuation allowance against U.S. federal and state net operating losses.

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12. COMMITMENTS AND CONTINGENCIES

Contingencies

In the ordinary course of business, the Company may be subject to legal proceedings regarding contractual and employment relationships and a variety of other matters. The Company records contingent liabilities resulting from such claims, when a loss is assessed to be probable and the amount of the loss is reasonably estimable. In the opinion of management, there were no pending or threatened claims and litigation as of March 31, 2025 and through the issuance date of these condensed consolidated financial statements.

13. SUBSEQUENT EVENTS

On May 1, 2025, Trucker Path Insurance (the “Purchaser”), a majority-owned subsidiary of Trucker Path, entered into an agreement related to the sale and purchase of the entire membership interest of Truckers Best Insurance LLC (the “Membership Interest Purchase Agreement”), a company incorporated in South Carolina (the “Seller”). Under the terms and conditions of the Membership Interest Purchase Agreement, the aggregate purchase price paid by the Purchaser to the Seller in the acquisition is approximately $3,000,000, subject to certain performance based earn out targets set forth in the Membership Interest Purchase Agreement. The closing is subject to the satisfaction or waiver of certain customary closing conditions. The Company is in the process of evaluation the impact of this acquisition on its consolidated financial statement.

The Company has evaluated subsequent events through May 15, 2025, the date of issuance of the condensed consolidated financial statements, and noted that there are no other subsequent events that would require recognition or disclosure in the condensed consolidated financial statements.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Please read the following discussion and analysis of our financial condition and results of operations together with “Note About Forward-Looking Statements” and our consolidated financial statements and related notes included under Item 1 of this Quarterly Report on Form 10-Q as well as our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, including Part I, Item 1A “Risk Factors.”

Overview

Our business model has been evolving continuously since our initial public offering in May 2011. At the time of our initial public offering, we were primarily a social networking service platform, and we had a number of ancillary businesses that were intended to monetize that platform. We gradually disposed of most of those ancillary businesses in the years that followed our initial public offering.

Currently, we operate two SaaS businesses, Lofty and Trucker Path, both of which are considered reportable segments. Lofty offers an all-in-one real estate sales acceleration and client lifecycle management platform that allows real estate professionals to obtain and nurture leads, close transactions, and retain their clients. Trucker Path is a driver-centric online transportation management platform whose mission is to make freight transportation fast, reliable, and efficient. Trucker Path provides trip planning, navigation, freight sourcing, a market place that offers goods and services truckers use to operate their businesses and helps connect qualified brokers and carriers to expand their reach and initiate and complete transactions easily and efficiently. The majority of our revenues are generated by our SaaS businesses. Our SaaS businesses currently generate the vast majority of their revenue from the U.S. market.

Our total revenues increased from $14.0 million for the three months ended March 31, 2024 to $18.0 million for the same period in 2025, and net loss decreased from $3.1 million for the three months ended March 31, 2024 to $1.1 million for the three months ended March 31, 2025. Net loss for the three months ended March 31, 2025 was driven primarily by loss from operations of $1.0 million and income tax expenses of $0.5 million, partially offset by interest income of $0.3 million.

Loss from operations decreased from $1.4 million to $1.0 million for the three months ended March 31, 2024 and 2025, respectively.

Components of Results of Operations

Revenue

We derive substantially all of our revenues from SaaS subscription services, advertising services, and other related services. We recognize our revenues over the life of the SaaS subscriptions and net of business taxes or value added tax, as applicable. Timing of revenue recognition may differ from the timing of invoicing to customers. Deferred revenue mainly consists of payments received from customers related to unsatisfied performance obligations for SaaS subscription services and advertising services. Our total deferred revenue was $4.6 million and $4.5 million as of December 31, 2024 and March 31, 2025, respectively, most of which is expected to be recognized as revenue within one year.

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The following table sets forth the principal components of our revenues (in thousands).


	For the three months ended March 31,
	2024		2025
Lofty
Subscription services	$	7,514	$	8,561
Advertising services		359		395
Other services		76		855
	$	7,949	$	9,811
Trucker Path
Subscription services	$	5,638	$	7,776
Advertising services		405		328
Other services		(10)		43
	$	6,033	$	8,147
Other Operations
Other services	$	41	$	42
Total revenues	$	14,023	$	18,000

SaaS Revenue

Our subscription revenues are derived primarily from platform services provided by Lofty and Trucker Path. Our revenues from advertising services are derived primarily from lead generation and print advertising services provided by Lofty and point-of-interest and banner advertising services provided by Trucker Path. Other SaaS revenue consists primarily of fuel program revenue from the Trucker Path segment and property management services from the Lofty segment.

Other Services

Our revenues from other services consist primarily of back-office services provided to Oak Pacific Investment.

Cost of Revenues

Cost of revenues consists primarily of Apple App Store and Google Play Store fees, cloud hosting services, merchant fees, and print services. The cost of revenues was $3.3 million and $4.6 million for the three months ended March 31, 2024 and 2025, respectively.

Operating Expenses

Our operating expenses consist primarily of selling and marketing expenses, research and development expenses, and general and administrative expenses. The following table sets forth our operating expenses, both as dollar amounts and as percentages of our total revenues, for the periods indicated (in thousands).


	For the three months ended March 31,
	2024				2025
	$		%		$		%
Operating expenses:
Selling and marketing	$	4,076	29.1	%	$	5,723	31.8	%
Research and development		4,458	31.8	%		5,761	32.0	%
General and administrative		3,398	24.2	%		2,904	16.1	%
Impairment of intangible assets		207	1.5	%		—	—	%
Total operating expenses	$	12,139	86.6	%	$	14,388	79.9	%

Our selling and marketing expenses, research and development expenses, and general and administrative expenses include share-based compensation expenses of $0.7 million and $0.1 million for the three months ended March 31, 2024 and 2025, respectively.

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Selling and Marketing Expenses

Selling and marketing expenses consist primarily of salaries, benefits and commissions for our sales and marketing personnel, online advertising, and other advertising and promotion expenses. Our selling and marketing expenses may increase in the near term if we increase our headcount or promotion expenses for our SaaS businesses.

Research and Development Expenses

Research and development expenses consist primarily of salaries and benefits for research and development personnel. Our research and development expenses may increase in the near term on an absolute basis as we intend to hire additional research and development personnel to develop new features for our various SaaS services, invest in new SaaS products and services, improve the customer experience, and further improve our technology infrastructure.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries and benefits for our general and administrative personnel, fees and expenses for third-party professional services. Our general and administrative expenses may increase in the future on an absolute basis as our SaaS businesses grow.

Results of Operations

The following table sets forth a summary of our unaudited consolidated results of operations for the periods indicated (in thousands).


	For the three months ended March 31,
	2024		2025
Revenues	$	14,023	$	18,000
Cost of revenues		3,316		4,586
Operating expenses		12,139		14,388
Loss from operations		(1,432)		(974)
Total other (expenses) income, net		(1,092)		327
Loss before income taxes		(2,524)		(647)
Income tax expenses		(115)		(545)
Impairment on and (loss) income in equity method investments, net of tax		(491)		98
Net loss	$	(3,130)	$	(1,094)

Our business has evolved rapidly in recent years. We believe that historical period-to-period comparisons of our results of operations may not be indicative of future performance.

Comparison of the Three months ended March 31, 2025 and 2024

Revenues

Our revenues increased by 28.6% from $14.0 million for the three months ended March 31, 2024 to $18.0 million for the same period in 2025. This increase was primarily due to the increase in revenue from our SaaS businesses.

●

Subscription Services. Our revenue from subscription services increased by 23.5% from $13.2 million for the three months ended March 31, 2024 to $16.3 million for the same period in 2025. The increase was driven primarily by expanded Trucker Path subscriber base and to a lesser extent increased average selling pricing. The Company’s paying subscriptions as of March 31, 2025 for Trucker Path increased to 135,000, by 7.1%, compared to December 31, 2024 paying subscriptions of 126,000. The Company’s paying subscriptions as of March 31, 2025 for Lofty decreased to 4,000, by (2.4)%, compared to December 31, 2024 paying subscriptions of 4,100. Purchased seats for Lofty, defined as eligible users on a paid subscription, decreased to 79,000 as of March 31, 2025 from 80,000 as of December 31, 2024, a decrease of (1.3)%.

●

Advertising Services. Our revenue from advertising services decreased from $0.8 million for the three months ended March 31, 2024 to $0.7 million for the same period in 2025.

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Cost of revenues

Our cost of revenues increased by 39.4% from $3.3 million for the three months ended March 31, 2024 to $4.6 million for the same period in 2025. This increase was primarily due to the increase of software expenses directly related to the cloud hosting services which provide a better user experience and the expansion of lower margin Lofty SaaS businesses.

Gross Margins

Our gross margin decreased 1.9% from 76.4% for the three months ended March 31, 2024 to 74.5%. The decrease was primarily due to increase in cost of service features provided within our real estate SaaS platform.

Operating expenses

Our operating expenses increased by 19.0% from $12.1 million for the three months ended March 31, 2024 to $14.4 million for the same period in 2025, primarily due to the increase of selling and marketing expenses and research and development expenses.

●

Selling and marketing expenses. Our selling and marketing expenses increased by 39.0% from $4.1 million for the three months ended March 31, 2024 to $5.7 million for the same period in 2025. This increase was primarily due to increase of headcount and sales tax expenses.

●

Research and development expenses. Our research and development expenses increased by 28.9% from $4.5 million for the three months ended March 31, 2024 to $5.8 million for the same period in 2025. This increase was primarily due to an increase in our research and development headcount for new projects.

●

General and administrative expenses. Our general and administrative expenses decreased by 14.7% from $3.4 million for the three months ended March 31, 2024 to $2.9 million for the same period in 2025. The decrease was primarily due to a decrease of share-based compensation and legal fees.

●

Impairment of intangible asset. Our impairment of intangible asset was $0.2 million for the three months ended March 31, 2024 and nil for the same period in 2025, respectively. The impairment loss in 2024 was due to impairment of the technology platform of LoftyWorks.

Loss from fair value change of a long-term investment

Loss from fair value change of a long-term investment was $0.02 million for the three months ended March 31, 2025, compared with $1.5 million for the same period in 2024. The loss from fair value change of a long-term investment represents the unrealized loss from reduction in quoted market price of ordinary shares of Kaixin, which is accounted for as an equity investment with readily determinable fair value.

Segment Operations

We are engaged in providing SaaS platforms to customers primarily located in the United States. We operate in two reportable segments: Lofty and Trucker Path. We define our segments as those operations whose results the chief operating decision maker regularly reviews to analyze performance and allocate resources. We sell similar platform services in each of our segments, it is impracticable to segregate and identify revenues for each of these individual products and services.

The Lofty segment includes our all-in-one real estate sales acceleration and client lifecycle management platform. The Trucker Path segment includes our driver-centric online transportation management platform. Our operating structure also includes Corporate, which is a center focusing on strategic initiatives, policy, governance and the scaling of global operations, and a platform services organization supporting operating units, global marketing category leadership teams and the center by providing efficient and scaled global services and capabilities, including, but not limited to, transactional work, data management, consumer analytics, digital commerce and social/digital hubs.

We measure the results of our segments using revenue and cost of sales. Information for our segments and Corporate for the three months ended March 31, 2024 and 2025, is provided in the following table (in thousands).

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	Lofty		Trucker Path		The Corporate			Eliminations	Consolidated
For the three months ended March 31, 2025
Revenue	$	9,811	$	8,147	$	157	$	(115)	$	18,000
Cost of sales		2,063		2,484		39		—		4,586
Gross Margin	$	7,748	$	5,663	$	118	$	(115)	$	13,414

For the three months ended March 31, 2024
Revenue	$	7,949	$	6,033	$	156	$	(115)	$	14,023
Cost of sales		1,387		1,893		36		—		3,316
Gross Margin	$	6,562	$	4,140	$	120	$	(115)	$	10,707

For more details, please refer to Note 9 of Notes to Condensed Consolidated Financial Statements for additional information about our segment information.

Liquidity and Capital Resources

The accompanying condensed consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. As of December 31, 2024 and March 31, 2025, we had net current assets (current assets less current liabilities) of $20.4 million and $8.3 million, respectively. For the three months ended March 31, 2024 and 2025, we incurred net loss amounting to $3.1 million and $1.1 million, respectively, and negative cash flows from operating activities of $0.9 million and $1.7 million, respectively.

Our ability to continue as a going concern is dependent on our ability to generate cash flows from operations, and to make adequate financing arrangements. We had cash and cash equivalents of $18.8 million, excluding restricted cash of $5.3 million as of March 31, 2025. The cash reserve is expected to meet our operating needs for at least the next twelve months from the date of this Quarterly Report on Form 10-Q.

Cash Flows and Working Capital

The following table sets forth a summary of cash flows for the periods indicated (in thousands):


	For the three months ended March 31,
	2024	2025
Net cash used in operating activities	(886)	(1,737)
Net cash (used in) provided investing activities	(106)	4,933
Net cash provided by (used in) financing activities	885	(11,163)
Net decrease in cash and cash equivalents and restricted cash	(107)	(7,967)
Cash and cash equivalents and restricted cash at the beginning of the period	38,969	31,922
Effect of exchange rate changes	25	144
Cash and cash equivalents and restricted cash at end of the period	38,887	24,099

Net cash used in operating activities was $1.7 million for the three months ended March 31, 2025, compared to $0.9 million for the same period in 2024. The principal adjustments to reconcile our net loss to our net cash used in operating activities were $0.1 million of share-based compensation expense, $0.2 million of amortization of the right-of-use assets and $0.2 million of depreciation and amortization. The principal change in operating assets and liabilities accounting for the difference between our net loss and our net cash used in operating activities for the three months ended March 31, 2025 was a decrease in accounts payable of $0.7 million, a decrease of accrued expenses and other current liabilities of $0.4 million and an increase in accounts receivable of $0.3 million, and partially offset by an increase in income tax payable of $0.5 million.

Net cash provided by investing activities was $4.9 million for the three months ended March 31, 2025, compared to net cash used in $0.1 million for the same period in 2024. Net cash provided by investing activities for the three months ended March 31, 2025 was due to $5.0 million for redemption of short-term investments. Net cash used in investing activities for the three months ended March 31, 2024 was due to $0.1 million for the purchases of property and equipment.

Net cash used in financing activities was $11.2 million for the three months ended March 31, 2025, compared to net cash provided by $0.9 million for the same period in 2024. Net cash used in financing activities for the three months ended March 31, 2025 was primarily due to $11.1 million of special cash dividends to ordinary shares. Net cash provided by financing activities for the three months

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ended March 31, 2024 was primarily due to proceeds of $1.0 million from exercise of share options, partly offset by the repurchase of $0.1 million ordinary shares.

Contractual Obligations

The following table sets forth our contractual obligations including interest payment, if applicable, as of March 31, 2025 (in thousands):


	Payment Due by Period
		Less than 1
	Total	year	1-3 years	4-5 years	More than 5 years
Operating lease obligations(1)	1,430	453	763	85	129

Notes:

(1)We lease facilities and offices under non-cancelable operating lease agreements.

Capital Expenditures

We made capital expenditures of $0.1 million and $0.05 million for the three months ended March 31, 2024 and 2025, respectively. Our capital expenditures for the three months ended March 31, 2025 were primarily used to for the purchase of software and furniture. Capital expenditures for the three months ended March 31, 2024 were primarily used to for the purchase of the computers.

Research and Development, Patents, and Licenses, etc.

Research and Development

Our research and development efforts focus on developing and improving the scalability, features and functions of our SaaS services, including the compilation and use of data to increase automation of our services and enhance the customer experience. We have a large team of approximately 350 engineers and developers as of March 31, 2025, accounting for approximately 58% of our employees as of that date. Most of our engineers and developers are based at our subsidiary offices in China.

Our research and development personnel support all areas of our business, mainly focusing on the improvement and enhancement of our SaaS businesses, Lofty and Trucker Path. Our research and development personnel also focus on enhancing the user experience through commonly used user interfaces, including mobile apps, and ensuring our products are fully compatible with the latest mobile operating systems such as iOS, Android, and Windows. In 2024, with the acquisition of LoftyWorks by Lofty, we expect to increasingly invest in developing Lofty products to serve property managers and landlords. We periodically shift the priorities of our research and development personnel to ensure we continually develop new products and services to extend our customer reach and meet the needs of our user base and customers.

Our research and development expenses primarily include salaries and benefits for our research and development personnel. We incurred US$4.5 million and US$5.8 million of research and development expenses for the three months ended March 31, 2024 and 2025, respectively.

Intellectual Property

Our intellectual property includes trademarks and trademark applications related to our brands and services, trade secrets, and other intellectual property rights and licenses. We seek to protect our intellectual property assets and brand through a combination of monitoring and enforcement of trademark and trade secret protection laws in the US, PRC, and other jurisdictions, as well as through confidentiality agreements and procedures.

We have 83 trademarks as of March 31, 2025. Our employees sign confidentiality and non-compete agreements when hired.

Trend Information

Other than as disclosed elsewhere in this Quarterly Report on Form 10-Q, we are not aware of any trends, uncertainties, demands, commitments or events for the three months ended March 31, 2025 that are reasonably likely to have a material adverse effect on our

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revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.

Critical Accounting Policies and Estimates

Refer to Part II, Item 7, “Critical Accounting Policies and Estimates” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. There have been no material changes to our Critical Accounting Policies and Estimates disclosed therein.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are not required to provide the information specified under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act of 1934, as of the end of the period covered by this Quarterly Report on Form 10-Q. Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in by the SEC’s rules and forms, and that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of March 31, 2025, our disclosure controls and procedures were not effective, due to the three material weaknesses in our internal control over financial reporting as described below.

Material Weaknesses in Internal Control over Financial Reporting

During the year ended December 31, 2024, our management identified three material weaknesses in our internal control over financial reporting, which remain unremediated as of March 31, 2025, as follows:

●

Lack of an integrated and systematic risk assessment and reporting process to identify and assess the financial reporting risks and to ensure significant transactions including investments and non-routine transactions including share-based transactions are accurately recorded and properly disclosed; and

●

Lack of evaluation in the process of assessing applicability of sales tax to our SaaS revenue products which resulted in an understated sales tax accrual; and

●

Lack of evaluations to ascertain whether the components of internal control are present and functioning.

Management’s Remediation Plans and Actions

To remediate the material weaknesses described above in “Material Weaknesses in Internal Control over Financial Reporting,” we are implementing the plan and measures described below. We will continue to evaluate and, may in the future, implement additional measures.

●

We have recruited personnel with the requisite knowledge in accounting and disclosure requirements for complex transactions under U.S. GAAP and statutory compliance. Where needed, we have engaged external parties with the expertise to evaluate and advise the company on complex or evolving areas such as public company filings, taxation, and valuation services.

●

We have designed a control environment which allows management to monitor the effectiveness of internal controls over financial reporting and address gaps identified within the environment.

●

We have implemented a consolidated general ledger within a single enterprise resource planning application for all legal entities, which includes consolidation and statutory reporting capabilities.

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We will design and implement evaluation policies and procedures to ascertain internal control components are present and functioning.

●

We will improve internal approval process involving proper level of management review for each of new grants. We will enhance communication between human resources department and accounting department to ensure information sharing about new grants.

●

We have engaged experts to review and to ensure completeness and accuracy of sales tax accrual; and will design and implement a sales tax compliance system to ensure timely and accurate sales tax reporting.

We believe that we are taking the steps necessary for remediation of the material weaknesses identified above, and we will continue to monitor the effectiveness of these steps and to make any changes that our management deems appropriate.

Changes in Internal Control over Financial Reporting

Other than as described above, there were no other changes in our internal control over financial reporting during the three months ended March 31, 2025 that have materially affected or are reasonable likely to materially affect our internal control over financial reporting.

Limitations on the Effectiveness of Controls and Procedures

Our management, including our chief executive officer and our chief financial officer, does not expect that our disclosure controls and procedures or internal control over financial reporting will prevent or detect all errors and all fraud. A control system cannot provide absolute assurance due to its inherent limitations; it is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. A control system also can be circumvented by collusion or improper management override. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of such limitations, disclosure controls and procedures and internal control over financial reporting cannot prevent or detect all misstatements, whether unintentional errors or fraud. However, these inherent limitations are known features of the financial reporting process, therefore, it is possible to design into the process safeguards, to reduce, though not eliminate, this risk.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may become party to litigation or other legal proceedings that we consider to be part of the ordinary course of business.

We are not currently a party to any material legal proceedings, and we are not aware of any pending or threatened legal proceedings against us that could reasonably be expected to have a material adverse effect on our business, financial condition or results of operations.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which could materially affect our business, financial condition or future results. There have been no material changes to the risk factors disclosed in Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On November 7, 2022, the Company’s Board of Directors (the “Board”) authorized the repurchase of up to an aggregate of $10.0 million of the Company’s Class A ordinary shares, par value $0.001 per share, to be executed from time to time in open market transactions effected through a broker at prevailing market prices under ordinary principles of best execution within one year after commencement (the “Stock Repurchase Program”). The Stock Repurchase Program took effect on January 16, 2023. On October 13, 2023, the Board approved an extension and extra funding of the existing Stock Repurchase Program whereby the expiration date was extended to December 31, 2024 and the authorized repurchase amount was increased from $10.0 million to $15.0 million. On November 1, 2024, the Board approved an extension of the existing Stock Repurchase Program until December 31, 2026.

The following table presents information with respect to the Company’s repurchases of ADSs (each representing 45 of our Class A ordinary shares) during the quarter ended March 31, 2025:


				Approximate Dollar
				Value of ADSs That		Approximate Dollar
				Purchased as		Value of ADSs That
				Part of Publicly		May Yet Be
	Total Number of	Average Price Paid		Announced		Purchased Under
	ADSs Purchased	Per ADS		Programs		the Programs
Periods
January 2025
Open market purchases	29,667	$	1.71	$	50	$	3,104
February 2025
Open market purchases	4,053	$	1.76	$	7	$	3,097
March 2025
Open market purchases	—	$	—	$	—	$	3,097
Total	33,720			$	57

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

During the three months ended March 31, 2025, none of our company’s officers or directors adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

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ITEM 6. EXHIBITS

EXHIBIT INDEX

Exhibit		Incorporated by Reference
Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Herewith

3.1	Amended and Restated Memorandum and Articles of Association of the Registrant	10-Q	001-35147	3.1	8/14/2023

31.1	Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					*

31.2	Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					*

32.1	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002					**

101	Inline XBRL Document Set for the condensed consolidated financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q					*

104	Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)					*

*	Filed herewith.

Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, the Exchange Act, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, irrespective of any general incorporation language contained in such filing.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Moatable, Inc.

Dated: May 15, 2025	By:	/s/ Joseph Chen
		Joseph Chen
		Chairman and Chief Executive Officer (Principal Executive Officer)

Dated: May 15, 2025	By:	/s/ Scott Stone
		Scott Stone
		Chief Financial Officer (Principal Financial and Accounting Officer)