MindForge Inc.

MindForge Inc. operates through its PRC Operating Entities in the insurance technology sector, providing artificial intelligence-driven value-added services to businesses within the insurance industry, including insurance carriers and brokers. Since MF Beijing's establishment in 2018, the PRC Operating Entities have focused on providing value-added services using artificial intelligence-driven technology to businesses within the insurance industry. All revenue is derived from mainland China, with none derived from Hong Kong or Macau. The PRC Operating Entities' client base consists of more than 300 ¹ city-level property and auto insurance carriers nationwide using its products and services to conduct business on a daily basis. The future digitization of the insurance industry is expected to create more interest among insurance carriers in using the technology and promotion channels the PRC Operating Entities offer.

The PRC Operating Entities compete in the insurance technology space, serving institutional clients including large corporations such as the People's Insurance Company of China, Dajia Property Insurance Co., Ltd., China Pacific Property Insurance Co., Ltd., China Life Property Insurance Co., Ltd., Yongcheng Property Insurance Co., Ltd., and Huatai Insurance Brokers Co., Ltd. The company's competitive positioning rests on its proprietary algorithmic model, the "Magic Mirror," which calculates payout risks for insurance carriers to underwrite auto insurance coverage, and its ability to generate individualized risk reports based on vehicle brand, model, travel area, and vehicle age. The business focuses on providing insurance technology solutions to insurance carriers interested in applying artificial intelligence technology and online traffic promotion methods in their operations.

The company generates revenue through four primary service and product lines: digital promotion services, risk assessment services, value-added bundled benefits, and sales of goods and other services. Digital promotion services help institutional clients obtain visibility on various social media platforms, with revenue generated based on consumers' clicks, views, or clients' promotion time through those channels. Risk assessment services utilize the proprietary "Magic Mirror" algorithmic model to generate individualized risk reports for insurance carriers, with revenue based on the number of assessment reports provided. Value-added bundled benefits include car wash, maintenance plans, or parking notifications sold to major insurance carriers or brokers, which they may then pass onto their customers for either low or no cost. Sales of goods and other services round out the offering. In addition to servicing institutional customers, the PRC Operating Entities provide up-to-date insurance-related information to individual consumers through a mini-application embedded in other social media platforms, educating consumers and insurance brokers about the insurance industry and helping build a stronger brand image with the general public.

The digital promotion services segment serves as a core revenue driver, helping institutional clients obtain visibility on various social media platforms and generating revenue based on consumers' clicks, views, or clients' promotion time through those channels. This segment leverages online traffic promotion methods to connect insurance carriers and brokers with potential customers.

The risk assessment services segment centers on the proprietary "Magic Mirror" algorithm, which calculates payout risks for insurance carriers to underwrite auto insurance coverage. Utilizing this algorithmic model, the PRC Operating Entities generate individualized risk reports based on vehicle brand, model, travel area, and vehicle age, with revenue generated based on the number of assessment reports provided to insurance carriers. The value-added bundled benefits segment sells bundled benefits, including car wash, maintenance plans, or parking notifications, to major insurance carriers or brokers, which they may then pass onto their customers for either low or no cost. The sales of goods and other services segment provides additional product offerings to the insurance industry client base.

During the fiscal year ended June 30, 2026, the company completed a reverse share split of its Class A ordinary shares and Class B ordinary shares at a ratio of one-for-twenty-five (1-for-25) on May 22, 2026 ². The 2026 Reverse Share Split reduced the number of outstanding Class B ordinary shares from approximately 38 million ³ to approximately 1.5 million ⁴. The par value of the Ordinary Shares was increased to $0.04 per share ⁵ and the number of authorized Ordinary Shares was reduced to 6,050,000,000 ⁶ Class A ordinary shares and 200,000,000 ⁷ Class B ordinary shares. As of the date of this annual report, there are 6,061,683 ⁸ Class A ordinary shares and 306,383 ⁹ Class B ordinary shares issued and outstanding. The company also completed a name change from U-BX Technology Ltd. to MindForge Inc., approved at the annual general shareholders meeting on November 4, 2025 ¹⁰ and implemented on July 10, 2026 ¹¹ through the directors' approval, which became effective on July 15, 2026 ¹². During the fiscal year ended June 30, 2025, MF transferred a total of $11,150,000 ¹³ to MF HK, of which MF HK transferred $8,000,000 ¹⁴ to WFOEs. During the fiscal year ended June 30, 2024, MF transferred a total of $2,410,000 ¹⁵ to MF HK, of which MF HK transferred $2,400,000 ¹⁶ to WFOE Zhejiang. During the fiscal year ended June 30, 2026, MF did not make any transfers to its subsidiaries.

The company has a history of net losses and negative cash flows from operating activities, which may continue in the future. The business depends on the development of the automotive industry in the PRC, the outlook for which is subject to numerous uncertainties, including China's policies, laws, and regulations. A small number of customers account for a large portion of revenues, and if the company is unable to maintain relationships with these major clients or engage with more clients, the business may be materially and adversely affected. The company has entered into a project cooperation agreement, which is in substance a real estate purchase arrangement for a property in Hangzhou, and paid the full consideration, but has not obtained the real estate ownership certificate.

The company anticipates that it will retain any earnings to support operations and to finance the growth and development of its business in the near future. Therefore, it does not expect to pay cash dividends in the foreseeable future. Any future determination relating to dividend policy will be made at the discretion of the board of directors and will depend on a number of factors, including future earnings, capital requirements, financial conditions and future prospects and other factors the board of directors may deem relevant. As of the date of this annual report, the company has not paid any dividends or distributions to its shareholders.

The future digitization of the insurance industry is expected to create more interest among insurance carriers in using the technology and promotion channels the PRC Operating Entities offer. The company expects to have a broader reach within the overall insurance industry, as the PRC Operating Entities' business focuses on providing insurance technology solutions to insurance carriers interested in applying artificial intelligence technology and online traffic promotion methods in their operation. The company believes the future digitization of the insurance industry will create more interest among insurance carriers in using the technology and promotion channels the PRC Operating Entities offer.

The company may pursue strategic alliances, acquisitions, or investments, though it may fail to make necessary or desirable strategic alliance, acquisition or investment, and may not be able to achieve the benefits expected from the alliances, acquisition or investments it makes. Potential strategic investments, acquisitions or new business initiatives may disrupt the company's ability to manage its business effectively.

The company's margin and cost outlook is subject to the risks of a limited operating history and evolving business model, which make it difficult to evaluate the business and future prospects and the risks and challenges the company may encounter. The company has a history of net losses and negative cash flows from operating activities, which may continue in the future.

The company's operational outlook includes the need to retain and attract customers, and if it is unable to retain and attract customers, or if it loses its existing customer base due to its inability to gain market acceptance for its services, its business and results of operations may be materially and negatively affected. The company may face disruption to its technology systems and resulting interruptions in the availability of its services.

The company's capital allocation priorities include retaining earnings to support operations and finance the growth and development of its business. The company does not expect to pay cash dividends in the foreseeable future. Any future determination relating to dividend policy will be made at the discretion of the board of directors and will depend on a number of factors, including future earnings, capital requirements, financial conditions and future prospects and other factors the board of directors may deem relevant.

The company faces structural headwinds including the risk that its revenues and future growth depend on the development of the automotive industry in the PRC, the outlook for which is subject to numerous uncertainties, including China's policies, laws, and regulations. Regulatory actions, legal proceedings and customer complaints against the company could harm its reputation and have a material adverse effect on its business, results of operations, financial condition and prospects.

The company faces execution risks including the risk that a small number of customers account for a large portion of its revenues. If the company is unable to maintain the relationship with these major clients or engage with more clients, its business may be materially and adversely affected. The company has entered into a project cooperation agreement, which is in substance a real estate purchase arrangement for a property in Hangzhou, and paid the full consideration, but has not obtained the real estate ownership certificate.

The company has a history of net losses and negative cash flows from operating activities, which may continue in the future. A small number of customers account for a large portion of revenues, and if the company is unable to maintain relationships with these major clients or engage with more clients, its business may be materially and adversely affected. The company has entered into a project cooperation agreement, which is in substance a real estate purchase arrangement for a property in Hangzhou, and paid the full consideration, but has not obtained the real estate ownership certificate. The company's revenues and future growth depend on the development of the automotive industry in the PRC, the outlook for which is subject to numerous uncertainties, including China's policies, laws, and regulations. The company may face disruption to its technology systems and resulting interruptions in the availability of its services. Regulatory actions, legal proceedings and customer complaints against the company could harm its reputation and have a material adverse effect on its business, results of operations, financial condition and prospects. The company's Class A ordinary shares may be prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act if the Public Company Accounting Oversight Board is unable to inspect the company's auditors for two consecutive years beginning in 2021. The delisting of the Class A ordinary shares, or the threat of their being delisted, may materially and adversely affect the value of your investment. The company is a holding company and relies on dividends paid by its subsidiaries for its cash needs. Any limitation on the ability of its subsidiaries to make dividend payments to it, or any tax implications of making dividend payments to it, could limit its ability to pay its parent company expenses or pay dividends to holders of its Class A ordinary shares. Dividends paid by the WFOE to HK are subject to the 10% withholding tax.

Management's message to shareholders emphasizes the company's focus on providing value-added services using artificial intelligence-driven technology to businesses within the insurance industry, including insurance carriers and brokers. The company's strategic priorities include expanding its reach within the overall insurance industry as the industry digitizes, leveraging its proprietary "Magic Mirror" algorithm to calculate payout risks for insurance carriers to underwrite auto insurance coverage, and growing its client base of more than 300 city-level property and auto insurance carriers nationwide. Management has stated that the company anticipates retaining any earnings to support operations and to finance the growth and development of its business in the near future, and therefore does not expect to pay cash dividends in the foreseeable future. The company completed a name change from U-BX Technology Ltd. to MindForge Inc., approved at the annual general shareholders meeting on November 4, 2025 and implemented on July 10, 2026 through the directors' approval, which became effective on July 15, 2026 . Management also completed a reverse share split of its Class A ordinary shares and Class B ordinary shares at a ratio of one-for-twenty-five (1-for-25) on May 22, 2026 , which reduced the number of outstanding Class B ordinary shares from approximately 38 million to approximately 1.5 million . The company's strategic priorities for the period ahead include maintaining compliance with PRC regulations, including the completion of record filing with the CSRC for its initial public offering, which was completed in April 2024 , and managing the risks associated with its corporate structure and business operations in China.