0001104659-26-053161 | 20-F | XBRL Viewer | Baosheng Media Group Holdings LTD

For the Years Ended

December 31,

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INCOME TAXES (Details) $ in Millions	12 Months Ended
INCOME TAXES (Details) $ in Millions	Dec. 31, 2025 USD ($)	Dec. 31, 2025 HKD ($)	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)
INCOME TAXES
Income tax rate	25.00%	25.00%	25.00%	25.00%
Current income tax expenses	$ 695		$ 0	$ 0
Deferred income tax expenses	$ 0		$ 0	$ 0
Hong Kong \| Assessable profits of first HKD$2 million
INCOME TAXES
Assessable profits		$ 2
Income tax rate	8.25%	8.25%
Hong Kong \| Assessable profits above HKD$2 million
INCOME TAXES
Assessable profits		$ 2
Income tax rate	16.50%	16.50%
PRC
INCOME TAXES
Income tax rate	25.00%	25.00%
PRC \| Horgos Baosheng
INCOME TAXES
Preferential income tax rate	0.00%	0.00%	0.00%	0.00%
Preferential income tax rate term	5 years	5 years
PRC \| Kashi Baosheng
INCOME TAXES
Preferential income tax rate	0.00%	0.00%	0.00%	0.00%
Preferential income tax rate term	5 years	5 years
PRC \| Baosheng Technology
INCOME TAXES
Preferential income tax rate	0.00%	0.00%	0.00%	0.00%
Preferential income tax rate term	5 years	5 years

PROPERTY AND EQUIPMENT, NET (Details) - USD ($)	12 Months Ended
PROPERTY AND EQUIPMENT, NET (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023	Jul. 31, 2025
Property and equipment, net
Less: Accumulated depreciation	$ (369,049)	$ (760,608)
Property and equipment, net	525,055	1,717,488
Depreciation expenses	114,191	188,042	$ 228,806
Property
Property and equipment, net
Property and equipment, gross	492,941	1,627,658
Less: Accumulated depreciation		(185,755)		$ (157,916)
Leasehold improvement
Property and equipment, net
Property and equipment, gross		468,708
Less: Accumulated depreciation				$ (369,648)
Office equipment
Property and equipment, net
Property and equipment, gross	146,394	138,800
Less: Accumulated depreciation		(5,747)	(480)
Vehicles
Property and equipment, net
Property and equipment, gross	143,812	137,779
Electronic equipment
Property and equipment, net
Property and equipment, gross	$ 110,957	105,151
Less: Accumulated depreciation		$ (17,007)	$ (3,052)

BANK BORROWINGS - Additional information (Details)	1 Months Ended			12 Months Ended
BANK BORROWINGS - Additional information (Details)	Sep. 30, 2025 USD ($)	Aug. 31, 2025 USD ($)	Aug. 31, 2025 CNY (¥)	Dec. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Nov. 30, 2025 USD ($)	Nov. 30, 2025 CNY (¥)	Sep. 30, 2025 CNY (¥)	Aug. 31, 2024 USD ($)	Aug. 31, 2024 CNY (¥)	Dec. 31, 2023 CNY (¥)	Jul. 31, 2023 USD ($)	Jul. 31, 2023 CNY (¥)
BANK BORROWINGS
Repaid borrowings				$ 1,113,043	$ 2,223,550	$ 1,412,250
Bank borrowings term				1 year
Revolving credit facility
BANK BORROWINGS
Bank borrowings term		1 year	1 year
Proceeds from credit facility		$ 417,931	¥ 3,000,000
Fixed interest rate	3.14%	4.58%	4.58%
Outstanding balance				$ 0
Maximum borrowing capacity	$ 417,931								¥ 3,000,000
Bank of Beijing \| Loan agreement
BANK BORROWINGS
Principal amount						$ 1,449,846	$ 293,565	¥ 2,110,000				¥ 10,000,000
Fixed interest rate						3.65%	1.50%	1.50%				3.65%
Bank of Communications \| Credit facility agreement
BANK BORROWINGS
Interest expense arising from the bank borrowings				$ 20,067	$ 69,234	$ 73,406
Bank of Communications \| Loan agreement
BANK BORROWINGS
Principal amount										$ 694,859	¥ 5,000,000		$ 847,350	¥ 6,000,000
Fixed interest rate										3.00%	3.00%		3.55%	3.55%

Cybersecurity Risk Management and Strategy Disclosure	12 Months Ended
Cybersecurity Risk Management and Strategy Disclosure	Dec. 31, 2025
Cybersecurity Risk Management, Strategy, and Governance [Line Items]
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]	We believe that cybersecurity is important to our operations and we recognize the importance of timely and appropriately assessing, preventing, identifying and managing risks associated with cybersecurity threats. Such risks include, among other things, potential operational risks, financial risks, intellectual property theft, fraud, extortion, harm to employees and clients, violation of privacy and other litigation and legal risks, and reputational risks. To date, we have never experienced material cybersecurity threats, disruptions, data losses, or major impacts. We have engaged a third-party advisor in assisting us in assessing and managing cybersecurity risks. They are responsible for providing assistance in managing daily cybersecurity tasks, updating cybersecurity policies, implementing remedial measures, and providing assessment reports. Our management receives regular briefings from the advisor on cybersecurity incidents and cybersecurity reports. Nevertheless, our efforts may not be adequate, and we may fail to accurately assess the severity of an incident, may not be sufficient to prevent or limit harm, or may fail to sufficiently remediate an incident in a timely fashion, any of which could harm our business, reputation, results of operations and financial condition.
Cybersecurity Risk Management Processes Integrated [Flag]	true
Cybersecurity Risk Management Processes Integrated [Text Block]	group-wide cybersecurity program
Cybersecurity Risk Management Third Party Engaged [Flag]	true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag]	true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag]	false
Cybersecurity Risk Board of Directors Oversight [Text Block]	Our board of directors is aware of the importance of adopting a group-wide cybersecurity program. Our board of directors actively oversees our cybersecurity risks by actively reviewing reports on cybersecurity risks, legislation, and incidents.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]	board of directors
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block]	Our board of directors actively oversees our cybersecurity risks by actively reviewing reports on cybersecurity risks, legislation, and incidents
Cybersecurity Risk Management Positions or Committees Responsible [Flag]	true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block]	management
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block]	Our management receives regular briefings from the advisor on cybersecurity incidents and cybersecurity reports

RELATED PARTY TRANSACTIONS AND BALANCES - Transactions with related parties (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
RELATED PARTY TRANSACTIONS AND BALANCES
Services purchased from related parties			$ 161,264
Loans made to related parties	$ 2,053		1,412
Repayment of loans from a related party		$ 1,390
Horgos Zhijiantiancheng \| Related Party
RELATED PARTY TRANSACTIONS AND BALANCES
Services purchased from related parties			161,264
Anruitai \| Related Party
RELATED PARTY TRANSACTIONS AND BALANCES
Loans made to related parties	$ 2,053
Sheng Gong \| Related Party
RELATED PARTY TRANSACTIONS AND BALANCES
Loans made to related parties			$ 1,412
Repayment of loans from a related party		$ 1,390

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue recognition (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenues	$ 568,993	$ 624,087	$ 921,834
Minimum
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Payment term for accounts receivables	3 months
Maximum
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Payment term for accounts receivables	6 months
SEM services
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenues	$ 43,619	21,536	559,307
Non-SEM services
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenues	525,374	602,551	362,527
Rebates and incentives offered by publishers
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenues	488,692	402,462	887,038
Net fees from advertisers
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenues	$ 80,301	$ 221,625	$ 34,796

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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+ Details

PREPAYMENTS - THIRD PARTIES (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
PREPAYMENTS - THIRD PARTIES
Total	$ 615,811
Non-related party
PREPAYMENTS - THIRD PARTIES
Prepayments to third party medias	1,228,357
Less: Provision for doubtful accounts	(612,546)	$ (581,462)	$ (2,153,390)
Total	$ 615,811

ACCOUNTS RECEIVABLE, NET - Movement of allowance for credit losses (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Movement of allowance for credit losses
Balance at beginning of the year	$ 25,711,852	$ 13,417,481	$ 17,681,792
Charge to expenses	1,027,900	22,911,671
Reversal of expenses	19,568		(702,156)
Writing off of accounts receivable	(27,083,829)	(10,068,481)	(3,067,433)
Foreign exchange loss (income)	457,057	(548,819)	(494,722)
Balance at end of the year	$ 112,980	$ 25,711,852	$ 13,417,481

ORGANIZATION AND BUSINESS DESCRIPTION (Details)			1 Months Ended
ORGANIZATION AND BUSINESS DESCRIPTION (Details)	Mar. 21, 2023 USD ($) $ / shares	May 11, 2022	May 31, 2025 USD ($)	Dec. 31, 2025 $ / shares	Dec. 31, 2024 $ / shares	Sep. 29, 2023 USD ($) $ / shares	Sep. 28, 2023 USD ($) $ / shares	Mar. 20, 2023 USD ($) $ / shares	Mar. 06, 2023 USD ($) $ / shares	Mar. 05, 2023 USD ($) $ / shares
ORGANIZATION AND BUSINESS DESCRIPTION
Authorized capital	$ 60,000					$ 9,600,000	$ 60,000	$ 50,000	$ 60,000	$ 50,000
Share consolidation ratio	0.17
Ordinary shares, par value (in dollars per share) \| $ / shares	$ 0.0016			$ 0.0096	$ 0.0096	$ 0.0096	$ 0.0096	$ 0.0096	$ 0.0016	$ 0.0016
2022 Share Consolidation
ORGANIZATION AND BUSINESS DESCRIPTION
Share consolidation ratio	0.17	0.17
2023 Share Consolidation
ORGANIZATION AND BUSINESS DESCRIPTION
Share consolidation ratio	1
Ordinary shares, par value (in dollars per share) \| $ / shares	$ 0.0096
Baosheng BVI
ORGANIZATION AND BUSINESS DESCRIPTION
Ownership interest held				100.00%
Baosheng Hong Kong
ORGANIZATION AND BUSINESS DESCRIPTION
Ownership interest held				100.00%
Beijing Baosheng
ORGANIZATION AND BUSINESS DESCRIPTION
Ownership interest held				100.00%
Horgos Baosheng
ORGANIZATION AND BUSINESS DESCRIPTION
Ownership interest held				100.00%
Kashi Baosheng
ORGANIZATION AND BUSINESS DESCRIPTION
Ownership interest held				100.00%
Net Assets			$ 3,772
Recognized loss			$ 3,725
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration]			Other Nonoperating Income (Expense)
Baosheng Technology
ORGANIZATION AND BUSINESS DESCRIPTION
Ownership interest held				100.00%
Baosheng Network
ORGANIZATION AND BUSINESS DESCRIPTION
Ownership interest held				100.00%
Beijing Xunhuo
ORGANIZATION AND BUSINESS DESCRIPTION
Ownership interest held				100.00%
Zhiding Baosheng
ORGANIZATION AND BUSINESS DESCRIPTION
Ownership interest held				100.00%
Yuansheng Meiyan
ORGANIZATION AND BUSINESS DESCRIPTION
Ownership interest held				100.00%

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY ONLY - Condensed statements of comprehensive loss (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY ONLY
Loss from Operations	$ (10,238,299)	$ (26,746,341)	$ (2,339,554)
Other income, net	(1,788,270)	(477,986)	(98,628)
Changes in fair value of warrant liabilities			(832)
Loss Before Income Taxes	(12,020,954)	(26,871,234)	(1,845,170)
Income tax expenses	(695)
Net Loss	(12,021,649)	(26,871,234)	(1,845,170)
Other Comprehensive Income (Loss)
Foreign currency translation adjustment	485,203	(665,119)	(1,231,344)
Comprehensive Loss	(11,536,446)	(27,536,353)	(3,076,514)
Reportable entity \| Parent Company
CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY ONLY
Loss from Operations	(2,141,082)	(2,414,929)	(736,646)
Equity in loss of subsidiaries	(9,920,979)	(24,457,809)	(1,110,118)
Other income, net	40,412	1,504	771
Changes in fair value of warrant liabilities			823
Loss Before Income Taxes	(12,021,649)	(26,871,234)	(1,845,170)
Net Loss	(12,021,649)	(26,871,234)	(1,845,170)
Other Comprehensive Income (Loss)
Foreign currency translation adjustment	485,203	(665,119)	(1,231,344)
Comprehensive Loss	$ (11,536,446)	$ (27,536,353)	$ (3,076,514)

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY ONLY - Condensed balance sheets - Parenthetical (Details) - $ / shares	Dec. 31, 2025	Dec. 31, 2024	Sep. 29, 2023	Sep. 28, 2023	Mar. 21, 2023	Mar. 20, 2023	Mar. 06, 2023	Mar. 05, 2023
CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY ONLY
Ordinary shares, par value (in dollars per share)	$ 0.0096	$ 0.0096	$ 0.0096	$ 0.0096	$ 0.0016	$ 0.0096	$ 0.0016	$ 0.0016
Ordinary shares, shares authorized	1,000,000,000	1,000,000,000	1,000,000,000	6,250,000		6,250,000	37,500,000	31,250,000
Ordinary shares, shares issued	1,534,487	1,534,487
Ordinary shares, shares outstanding	1,534,487	1,534,487
Reportable entity \| Parent Company
CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY ONLY
Ordinary shares, par value (in dollars per share)	$ 0.0096	$ 0.0096
Ordinary shares, shares authorized	1,000,000,000	1,000,000,000
Ordinary shares, shares issued	1,534,487	1,534,487
Ordinary shares, shares outstanding	1,534,487	1,534,487

INCOME TAXES - Reconciliation of the statutory tax rate (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Reconciliation of the statutory tax rate to the effective tax rate
PRC statutory income tax rate	25.00%	25.00%	25.00%
Impact of different income tax rates in other jurisdictions	(9.10%)	(2.20%)	(4.70%)
Effect of preferential tax rate(a)	(0.20%)	(16.40%)	(20.20%)
Effect of non-deductible expenses	(0.30%)	(0.20%)	(1.90%)
Effect of change in valuation allowance	(15.40%)	(6.20%)	1.80%
Effective tax rate	0.00%	0.00%	0.00%
Tax saving as the result of favorable tax rate	$ 0	$ 0	$ 0
PRC
Reconciliation of the statutory tax rate to the effective tax rate
PRC statutory income tax rate	25.00%
PRC \| Horgos Baosheng
Reconciliation of the statutory tax rate to the effective tax rate
Preferential income tax rate	0.00%	0.00%	0.00%
PRC \| Kashi Baosheng
Reconciliation of the statutory tax rate to the effective tax rate
Preferential income tax rate	0.00%	0.00%	0.00%
PRC \| Baosheng Technology
Reconciliation of the statutory tax rate to the effective tax rate
Preferential income tax rate	0.00%	0.00%	0.00%

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical)	Mar. 21, 2023
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
Share consolidation ratio	0.17

OTHER CURRENT ASSETS (Tables)

12 Months Ended

Dec. 31, 2025

OTHER CURRENT ASSETS

Schedule of other current assets


		December 31,			December 31,
		2025			2024
Recoverable value-added taxes		$	2,313,646		$	2,221,520
Others			74,965			427,080
Less: Provision for doubtful accounts			(2,313,646)			(56,552)
		$	74,965		$	2,592,048

Movement of allowance for doubtful accounts


		For the Years Ended
		December 31,
		2025		2024		2023
Balance at beginning of the year		$	56,552	$	6,678	$	6,874
Charge to expenses			2,251,069		50,587		7,061
Reversal of expenses			(19,568)		—		—
Writing off of other receivable			(37,671)		—		(7,061)
Foreign exchange loss (income)			63,264		(713)		(196)
Balance at end of the year		$	2,313,646	$	56,552	$	6,678

BANK BORROWINGS (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
BANK BORROWINGS
Bank borrowings	$ 730,720	$ 684,997

PREPAYMENTS - THIRD PARTIES (Tables)

12 Months Ended

Dec. 31, 2025

PREPAYMENTS - THIRD PARTIES

Schedule of prepayments relating to third parties


		December 31,			December 31,
		2025			2024
Prepayments to third party medias		$	—		$	1,228,357
Less: Provision for doubtful accounts			—			(612,546)
		$	—		$	615,811

Schedule of movement of allowance for doubtful accounts


		For the Years Ended
		December 31,
		2025			2024			2023
Balance at beginning of the year		$	612,546		$	581,462		$	2,153,390
Charge to expenses			—			47,645			—
Reversal of expenses			(14,912)			—			(1,243,233)
Writing off of prepayments			(607,163)			—			(271,269)
Foreign exchange loss (income)			9,529			(16,561)			(57,426)
Balance at end of the year		$	—		$	612,546		$	581,462

PREPAYMENTS - THIRD PARTIES

12 Months Ended

Dec. 31, 2025

PREPAYMENTS - THIRD PARTIES

PREPAYMENTS - THIRD PARTIES

5.PREPAYMENTS – THIRD PARTIES

Prepayments to third parties consist of the following:


		December 31,			December 31,
		2025			2024
Prepayments to third party medias		$	—		$	1,228,357
Less: Provision for doubtful accounts			—			(612,546)
		$	—		$	615,811

Movement of allowance for doubtful prepayments was as follows:


		For the Years Ended
		December 31,
		2025			2024			2023
Balance at beginning of the year		$	612,546		$	581,462		$	2,153,390
Charge to expenses			—			47,645			—
Reversal of expenses			(14,912)			—			(1,243,233)
Writing off of prepayments			(607,163)			—			(271,269)
Foreign exchange loss (income)			9,529			(16,561)			(57,426)
Balance at end of the year		$	—		$	612,546		$	581,462

DEPOSITS DUE FROM A THIRD PARTY

12 Months Ended

Dec. 31, 2025

DEPOSITS DUE FROM A THIRD PARTY

DEPOSITS DUE FROM A THIRD PARTY

10.DEPOSITS DUE FROM A THIRD PARTY

In November 2023, Baosheng Network and Nanjing Yunbei E-commerce Co., Ltd. (“Nanjing Yunbei”) entered into an Asset Merger and Acquisition Security Deposit Agreement, pursuant to which the Company deposited RMB20,000,000, or $2,554,539 into a custodian account under the name of Nanjing Yunbei to support the Company’s future investment opportunities. Once fully funded with the remaining RMB10,000,000, the deposit would be held in the custody account for up to twelve months. Due to its ongoing legal proceeds as described in Note 18, the Company has paused its funding of the remaining RMB10,000,000 until such matters are resolved. The deposit is interest-free during the custody period. As of December 31, 2025, the Company assessed that it would not continue to fund the remaining RMB 10,000,000 and the collection of the deposits of RMB 20,000,000 is remote. Accordingly, the Company provided impairment of $2,782,609 against deposits due from Nanjing Yunbei for the year ended December 31, 2025.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($)

Ordinary Shares

Additional Paid-in Capital

Statutory Reserves

Retained Earnings (Accumulated Deficits)

Accumulated Other Comprehensive Loss

Total

Balance at the beginning at Dec. 31, 2022

$ 14,731

$ 41,564,418

$ 898,133

$ 5,257,627

$ (2,298,284)

$ 45,436,625

Balance at the beginning (in shares) at Dec. 31, 2022

^[1]

1,534,487

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net loss

(1,845,170)

Foreign currency translation adjustments

(1,231,344)

Balance at the end at Dec. 31, 2023

$ 14,731

41,564,418

898,133

3,412,457

(3,529,628)

42,360,111

Balance at the end (in shares) at Dec. 31, 2023

^[1]

1,534,487

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net loss

(26,871,234)

Foreign currency translation adjustments

(665,119)

Balance at the end at Dec. 31, 2024

$ 14,731

41,564,418

898,133

(23,458,777)

(4,194,747)

$ 14,823,758

Balance at the end (in shares) at Dec. 31, 2024

1,534,487

^[1]

1,534,487

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net loss

(12,021,649)

$ (12,021,649)

Foreign currency translation adjustments

485,203

Balance at the end at Dec. 31, 2025

$ 14,731

$ 41,564,418

$ 898,133

$ (35,480,426)

$ (3,709,544)

$ 3,287,312

Balance at the end (in shares) at Dec. 31, 2025

1,534,487

^[1]

1,534,487

[1]	Retrospectively restated to give effect to a share consolidation at a ratio of one-for-six (6) ordinary shares effective on March 21, 2023 (Note 16).

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

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+ Details

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY ONLY

12 Months Ended

Dec. 31, 2025

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY ONLY

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY ONLY

20.CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY ONLY

The subsidiaries did not pay any dividend to the parent company for the periods presented. For the purpose of presenting parent only financial information, the parent company records its investment in its subsidiary under the equity method of accounting. Such investment is presented on the separate condensed balance sheets of the parent company as “Investment in subsidiaries” and the income or loss of the subsidiaries is presented as “Equity in (loss) gain of subsidiaries”. Certain information and footnote disclosures generally included in financial statements prepared in accordance with U.S. GAAP have been condensed and omitted.

The parent company did not have significant capital and other commitments, long-term obligations, or guarantees as of December 31, 2025 and 2024.

20.CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY ONLY (CONTINUED)

The following is the condensed financial information of the Company on a parent company only basis.

Condensed balance sheets


		December 31,			December 31,
		2025			2024
ASSETS
Current Assets
Cash and cash equivalents		$	170,657		$	73,436
Due from related parties			30,666			57,661
Other current assets			22,370			193,422
Total Current Assets			223,693			324,519
Amounts due from subsidiaries			34,022,356			34,909,475
Total Assets		$	34,246,049		$	35,233,994

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accrued expenses and other liabilities			986,734			361,961
Deficits in investments in subsidiaries			29,972,003			20,048,275
Total Liabilities			30,958,737			20,410,236

Commitments and Contingencies

Shareholders’ Equity
Ordinary Share (par value $0.0096 per share, 1,000,000,000 shares authorized; 1,534,487 shares issued and outstanding at December 31, 2025 and 2024, respectively)			14,731			14,731
Additional paid-in capital			41,564,418			41,564,418
Accumulated deficits			(34,582,293)			(22,560,644)
Accumulated other comprehensive loss			(3,709,544)			(4,194,747)
Total Shareholders’ Equity			3,287,312			14,823,758

Total Liabilities and Shareholders’ Equity		$	34,246,049		$	35,233,994

20.CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY ONLY (CONTINUED)

Condensed statements of comprehensive loss


		For the Years Ended
		December 31,
		2025		2024		2023
Loss from Operations		$	(2,141,082)	$	(2,414,929)	$	(736,646)
Equity in loss of subsidiaries			(9,920,979)		(24,457,809)		(1,110,118)
Other income, net			40,412		1,504		771
Changes in fair value of warrant liabilities			—		—		823
Net Loss Before Income Taxes		$	(12,021,649)	$	(26,871,234)	$	(1,845,170)

Income tax expense			—		—		—

Net Loss		$	(12,021,649)	$	(26,871,234)	$	(1,845,170)

Other Comprehensive Income (Loss)
Foreign currency translation adjustment			485,203		(665,119)		(1,231,344)
Comprehensive Loss		$	(11,536,446)	$	(27,536,353)	$	(3,076,514)

Condensed statements of cash flows


		For the Years Ended
		December 31,
		2025		2024		2023
Cash Flows from Operating Activities:
Net Cash Used in Operating Activities		$	(1,252,086)	$	(2,257,594)	$	(755,736)

Cash Flows from Investing Activities:
Collection of loans from subsidiaries			—		—		503,854
Net Cash Provided by (Used in) Investing Activities			—		—		503,854

Cash Flows from Financing Activities:
Borrowings from subsidiaries			1,437,216		2,895,600		—
Net Cash Provided by Financing Activities			1,437,216		2,895,600		—

Effect of exchange rate changes on cash and cash equivalents			(87,909)		(660,752)		(30,923)

Net increase (decrease) in cash and cash equivalents			97,221		(22,746)		(282,805)
Cash and cash equivalents at beginning of year			73,436		96,182		378,987
Cash and cash equivalents at end of year		$	170,657	$	73,436	$	96,182

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Segment reporting (Details)	12 Months Ended
	Dec. 31, 2025 segment
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of operating segment	1
Number of reporting segment	1

ORGANIZATION AND BUSINESS DESCRIPTION (Tables)

12 Months Ended

Dec. 31, 2025

ORGANIZATION AND BUSINESS DESCRIPTION

Schedule of group of entities information


		Date of		Place of		% of
Name of Entity		Incorporation		Incorporation		Ownership		Principal Activities
Parent company:
Baosheng Group		December 4, 2018		Cayman Islands		Parent		Investment holding
Wholly owned subsidiaries of Baosheng Group
Baosheng Media Group Limited (“Baosheng BVI”)		December 14, 2018		British Virgin Islands		100		Investment holding
Baosheng Media Group (Hong Kong) Holdings Limited (“Baosheng Hong Kong”)		January 7, 2019		Hong Kong		100		Investment holding
Beijing Baosheng Technology Company Limited (“Beijing Baosheng”)		October 17, 2014		PRC		100		Provision of online marketing channels
Horgos Baosheng Advertising Co., Ltd. (“Horgos Baosheng”)		August 30, 2016		PRC		100		Provision of online marketing channels
Kashi Baosheng Information Technology Co., Ltd. (“Kashi Baosheng”) (Dissolved)		May 15, 2018		PRC		100		Provision of online marketing channels
Baosheng Technology (Horgos) Co., Ltd. (“Baosheng Technology”)		January 2, 2020		PRC		100		Provision of online marketing channels
Beijing Baosheng Network Technology Co., Ltd. (“Baosheng Network”)		March 21, 2021		PRC		100		Provision of online marketing channels
Beijing Xunhuo E-commerce Co., Ltd. (“Beijing Xunhuo”)		April 2, 2022		PRC		100		Advertising optimization services
Beijing Zhiding Baosheng Network Technology Co. Ltd. (“Zhiding Baosheng”)		March 4, 2025		PRC		100		Information consulting services and marketing planning services
Yuansheng Meiyan Healthcare Service (Hainan) Co., Ltd. (“Yuansheng Meiyan”)		April 24, 2025		PRC		100		Information consulting services and marketing planning services

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2025

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Summary of useful lives of property and equipment


Property		20 years
Office equipment		5 years
Electronic equipment		3 years
Vehicle		4 years
Leasehold improvement		Shorter of useful life or lease term

Summary of disaggregation of revenue


	For the Years Ended
	December 31,
	2025		2024		2023
Nature of Revenue:
Rebates and incentives offered by publishers	$	488,692	$	402,462	$	887,038
Net fees from advertisers		80,301		221,625		34,796
Total	$	568,993	$	624,087	$	921,834

Category of Revenue:
SEM services	$	43,619	$	21,536	$	559,307
Non-SEM services		525,374		602,551		362,527
Total	$	568,993	$	624,087	$	921,834

Summary of currency exchange rates


		December 31,		December 31,
		2025		2024
Year-end spot rate		6.9931		7.2993

EQUITY

12 Months Ended

Dec. 31, 2025

EQUITY

EQUITY

16.EQUITY

Ordinary shares

On March 6, 2023, the Company effected an increase in authorized share capital from US$50,000 divided into 31,250,000 ordinary shares of a par value US$0.0016 each to US$60,000 divided into 37,500,000 ordinary shares of a par value US$0.0016 each (the “Increase in Share Capital”), and on March 21, 2023, the Company effected a share consolidation at a ratio of one-for-six, such that each (6) ordinary shares with a par value of US$0.0016 each in the Company’s issued and unissued share capital were consolidated into one ordinary share with a par value of US$0.0096 (“2023 Share Consolidation”). Immediately following the Increase in Share Capital and 2023 Share Consolidation, the authorized share capital of the Company will be increased from US$50,000 to US$60,000, divided into 6,250,000 ordinary shares of a par value US$0.0096 each.

Effective on September 29, 2023, the Company increased the authorized share capital of the Company from US$60,000 divided into 6,250,000 Ordinary Shares of par value US$0.0096 each, to US$9,600,000 divided into 1,000,000,000 Ordinary Shares of a par value of US$0.0096 each.

The Company believes it is appropriate to reflect the Increase in Share Capital and 2023 Share Consolidation on a retroactive basis pursuant to ASC 260. The Company has retroactively restated all shares and per share data for all periods presented.

As a result, the Company had 1,000,000,000 authorized shares, par value of US$0.0096, of which 1,534,487 shares of ordinary shares were issued and outstanding as of December 31, 2025 and 2024, respectively.

16.EQUITY (CONTINUED)

Restricted net assets

The Company’s ability to pay dividends is primarily dependent on the Company receiving distributions of funds from its subsidiaries. Relevant PRC statutory laws and regulations permit payments of dividends by the Company’s PRC subsidiaries only out of their respective retained earnings, if any, as determined in accordance with PRC accounting standards and regulations and after they have met the PRC requirements for appropriation to statutory reserves. Paid in capital of the PRC subsidiaries included in the Company’s consolidated net assets are also non-distributable for dividend purposes. The results of operations reflected in the accompanying consolidated financial statements prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of the Company’s PRC subsidiaries. The Company is required to set aside at least 10% of their after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. In addition, the Company may allocate a portion of its after-tax profits based on PRC accounting standards to enterprise expansion fund and staff bonus and welfare fund at its discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends.

As of December 31, 2025 and 2024, the Company’s PRC profit generating subsidiaries accrued statutory reserve funds of $898,133 and $898,133, respectively. As of December 31, 2025 and 2024, the Company had net assets restricted in the aggregate, which include paid-in capital and statutory reserve of the Company’s PRC subsidiaries of $33,718,654.

- Definition

The entire disclosure for equity.

+ References

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+ Details

LONG-TERM INVESTMENTS (Tables)

12 Months Ended

Dec. 31, 2025

LONG-TERM INVESTMENTS

Schedule of components of long-term investments


		December 31,			December 31,
		2025			2024
Equity investment without readily determinable fair value measured at Measurement Alternative (a)		$	2,672,950		$	2,560,822
Equity investment accounted for using the equity method (b)			2,144,971			4,015,866
		$	4,817,921		$	6,576,688

Schedule of movement of equity investment without readily determinable fair value measured at Measurement Alternative


		December 31,			December 31,
		2025			2024
Beijing Qucheng Technology Co., Ltd. (“Qucheng”)		$	1,242,969		$	1,190,828
Beijing Xinrong Fanxing Technology Co., Ltd. (“Xinrong Fanxing”)			1,429,981			1,369,994
		$	2,672,950		$	2,560,822

OTHER CURRENT ASSETS

12 Months Ended

Dec. 31, 2025

OTHER CURRENT ASSETS

OTHER CURRENT ASSETS

6.OTHER CURRENT ASSETS

Other current assets consist of the following:


		December 31,			December 31,
		2025			2024
Recoverable value-added taxes		$	2,313,646		$	2,221,520
Others			74,965			427,080
Less: Provision for doubtful accounts			(2,313,646)			(56,552)
		$	74,965		$	2,592,048

Movement of allowance for doubtful accounts was as follows:


		For the Years Ended
		December 31,
		2025		2024		2023
Balance at beginning of the year		$	56,552	$	6,678	$	6,874
Charge to expenses			2,251,069		50,587		7,061
Reversal of expenses			(19,568)		—		—
Writing off of other receivable			(37,671)		—		(7,061)
Foreign exchange loss (income)			63,264		(713)		(196)
Balance at end of the year		$	2,313,646	$	56,552	$	6,678

INTANGIBLE ASSETS, NET (Details) - USD ($)	12 Months Ended
INTANGIBLE ASSETS, NET (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
INTANGIBLE ASSETS, NET
Less: Accumulated amortization	$ (815,658)	$ (538,907)
Intangible assets, net		241,212
Amortization expense	244,964	157,323	$ 163,813
Copyrights
INTANGIBLE ASSETS, NET
Intangible assets, gross	741,971	710,846
Software
INTANGIBLE ASSETS, NET
Intangible assets, gross	$ 73,687	$ 69,273

- Definition

The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets.

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- Definition

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+ Details

LONG-TERM INVESTMENTS - Components of Long Term Investments (Details)			1 Months Ended								12 Months Ended
	Apr. 04, 2026 USD ($)	Apr. 04, 2026 CNY (¥)	Dec. 31, 2025 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2023 CNY (¥)	Jan. 31, 2023 USD ($)	Jan. 31, 2023 CNY (¥)	Dec. 31, 2022 USD ($)	Feb. 28, 2021 USD ($)	Feb. 28, 2021 CNY (¥)	Dec. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)
LONG-TERM INVESTMENTS
Equity investment without readily determinable fair value measured at measurement alternative			$ 2,672,950								$ 2,672,950	$ 2,560,822
Equity investment accounted for using the equity method			2,144,971								2,144,971	4,015,866
long-term investments			4,817,921								4,817,921	6,576,688
Cash consideration for equity investment without readily determinable fair value						$ 564,900		$ 832,219
Impairment against equity investment without readily determinable fair value											2,466,065	0	$ 128,204
Share of equity loss											474,689	(86,405)	(9,214)
Beijing Qucheng
LONG-TERM INVESTMENTS
Equity investment without readily determinable fair value measured at measurement alternative			1,242,969								1,242,969	1,190,828
Equity investment without readily determinable fair value, percent						12.00%	12.00%
Impairment against equity investment without readily determinable fair value											0	0	$ 128,204
Xinrong Fanxing
LONG-TERM INVESTMENTS
Equity interests									10.00%	10.00%
Cash consideration for equity method investment									$ 1,550,195	¥ 10,000,000
Xinrong Fanxing
LONG-TERM INVESTMENTS
Equity investment without readily determinable fair value measured at measurement alternative			$ 1,429,981								$ 1,429,981	$ 1,369,994
Shanxingzhe
LONG-TERM INVESTMENTS
Equity interests			42.8571%	42.85%	42.85%						42.8571%
Cash consideration for equity method investment				$ 4,236,750	¥ 30,000,000
Temporary impairment			$ 2,466,065
Purchaser for cash consideration			$ 2,144,971
Shanxingzhe \| Subsequent event
LONG-TERM INVESTMENTS
Purchaser for cash consideration	$ 2,144,971	¥ 15,000,000
Percentage of ownership sold	42.8571%	42.8571%
Qucheng
LONG-TERM INVESTMENTS
Cash consideration for equity investment without readily determinable fair value						$ 1,397,119	¥ 9,600,000

RELATED PARTY TRANSACTIONS AND BALANCES - Nature of relationships with related parties (Details) - Related Party	Dec. 31, 2025
EJAM Group \| Horgos Zhijiantiancheng
RELATED PARTY TRANSACTIONS AND BALANCES
Ownership interest held	6.80%
Anruitai Investment Limited \| Mr. Sheng Gong
RELATED PARTY TRANSACTIONS AND BALANCES
Equity interest held	10.00%
Anruitai Investment Limited \| Ms. Wenxiu Zhong
RELATED PARTY TRANSACTIONS AND BALANCES
Ownership interest held	90.00%
Equity interest held	22.40%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

BANK BORROWINGS

12 Months Ended

Dec. 31, 2025

BANK BORROWINGS

BANK BORROWINGS

12.BANK BORROWINGS


	December 31,		December 31,
	2025		2024
Bank borrowings	$	730,720	$	684,997

In December 2023, Baosheng Network entered into a bank loan agreement with the Bank of Beijing, under which Baosheng Network borrowed a one-year loan of RMB10,000,000, or $1,449,846. The interest rate for the borrowing was fixed at 3.65% per annum. In December 2023, the borrowing was renewed for one year through December 2024. The Company fully repaid the borrowing on due date. The loan was guaranteed by two third parties, for whom the Company involved a third-party counter-guarantor. In addition, the Company pledged its properties with the counter guarantor. The guarantee and pledge were released with repayment of the borrowing.

In July 2023, Beijing Baosheng entered into a bank loan agreement with the Bank of Communication, under which Beijing Baosheng borrowed a one-year loan of RMB6,000,000, or $847,350. The interest rate for the borrowing was fixed at 3.55% per annum. The Company fully repaid the borrowing on due date. The loan is guaranteed by Mr. Sheng Gong, the Company’s director, his spouse, and one third party. Beijing Baosheng also involved Baosheng Network as counter-guarantor for the third-party guarantor. In addition, Mr. Sheng Gong and his spouse pledged their property with the counter guarantor. The guarantee and counter-guarantee were released with repayment of the borrowing.

In August 2024, Beijing Baosheng entered into a bank loan agreement with the Bank of Communication, under which Beijing Baosheng borrowed a one-year loan of RMB5,000,000, or $694,859. The interest rate for the borrowing was fixed at 3.0% per annum. The Company fully repaid the borrowing on due date. The loan was guaranteed by Mr. Sheng Gong, the Company’s director, his spouse, and one third party. Beijing Baosheng also involved Baosheng Network as counter-guarantor for the third-party guarantor.

In August 2025, Baosheng Network entered into a two-year revolving credit facility with China Merchant Bank, pursuant to which each borrowing was repayable in one year. In August 2025, Baosheng Network drew down approximately $417,931 (RMB 3,000,000) with interest rate was 4.58% per annum and fully repaid the borrowing in December 2025. As of December 31, 2025, the Company had no outstanding balance due to China Merchant Bank.

In September 2025, Baosheng Network entered into bank borrowing agreement with Bank of China, pursuant to which Baosheng Network borrowed approximately $417,931 (RMB 3,000,000) for a period through August 31, 2026. The interest rate was 3.14% per annum.

In November 2025, Beijing Xunhuo entered into a bank borrowing agreement with Bank of Beijing, pursuant to which Beijing Xunhuo borrowed approximately $293,565 (RMB 2,110,000) for a period through November 2026. The interest rate was 1.5% per annum. The Company also involved a third-party guarantor to provide guarantee service on the bank borrowing, and Mr. Sheng Gong provided counter-guarantee with the third-party guarantor.

For the years ended December 31, 2025, 2024 and 2023, interest expense arising from the bank borrowings amounted to $20,067, $69,234 and $73,406, respectively.

ACCOUNTS RECEIVABLE, NET

12 Months Ended

Dec. 31, 2025

ACCOUNTS RECEIVABLE, NET

ACCOUNTS RECEIVABLE, NET

4.ACCOUNTS RECEIVABLE, NET

The Company records revenues and costs on a net basis and the related accounts receivable and payable amounts on a gross basis. Accounts receivable, net of provision for credit losses consisted of the following:


		December 31,			December 31,
		2025			2024
Accounts receivable		$	4,688,247		$	29,375,358
Less: allowance for expected credit losses			(112,980)			(25,711,852)
Accounts receivable, net		$	4,575,267		$	3,663,506

Movement of allowance for doubtful accounts was as follows:


		For the Years Ended
		December 31,
		2025			2024			2023
Balance at beginning of the year		$	25,711,852		$	13,417,481		$	17,681,792
Charge to expenses			1,027,900			22,911,671			—
Reversal of expenses			—			—			(702,156)
Writing off of accounts receivable			(27,083,829)			(10,068,481)			(3,067,433)
Foreign exchange loss (income)			457,057			(548,819)			(494,722)
Balance at end of the year		$	112,980		$	25,711,852		$	13,417,481

ACCOUNTS RECEIVABLE, NET (Tables)

12 Months Ended

Dec. 31, 2025

ACCOUNTS RECEIVABLE, NET

Schedule of accounts receivable, net of provision for credit losses


		December 31,			December 31,
		2025			2024
Accounts receivable		$	4,688,247		$	29,375,358
Less: allowance for expected credit losses			(112,980)			(25,711,852)
Accounts receivable, net		$	4,575,267		$	3,663,506

Schedule of movement of allowance for credit losses


		For the Years Ended
		December 31,
		2025			2024			2023
Balance at beginning of the year		$	25,711,852		$	13,417,481		$	17,681,792
Charge to expenses			1,027,900			22,911,671			—
Reversal of expenses			—			—			(702,156)
Writing off of accounts receivable			(27,083,829)			(10,068,481)			(3,067,433)
Foreign exchange loss (income)			457,057			(548,819)			(494,722)
Balance at end of the year		$	112,980		$	25,711,852		$	13,417,481

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Advertiser deposits (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Percentage of the committed spend	10.00%
Advertiser deposits	$ 690,781	$ 314,578

WARRANT LIABILITIES - Quantitative information regarding Level 3 fair value measurements inputs for the Company's warrants (Details)	Dec. 31, 2025 $ / shares	Dec. 31, 2024 $ / shares	Dec. 31, 2023 $ / shares	Mar. 18, 2021 $ / shares
Volatility
WARRANT LIABILITIES
Measurement inputs of the warrants	0.2504	0.2841	0.2863	0.3126
Stock price
WARRANT LIABILITIES
Measurement inputs of the warrants	3.48	3.48	3.61	126.34
Expected life of the warrants to convert
WARRANT LIABILITIES
Measurement inputs of the warrants	0.72	1.72	2.72	5.5
Risk free rate
WARRANT LIABILITIES
Measurement inputs of the warrants	0.0363	0.0425	0.042	0.0109
Dividend yield
WARRANT LIABILITIES
Measurement inputs of the warrants	0	0	0	0

BANK BORROWINGS (Tables)

12 Months Ended

Dec. 31, 2025

BANK BORROWINGS

Summary of bank borrowings


	December 31,		December 31,
	2025		2024
Bank borrowings	$	730,720	$	684,997

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Current Assets
Cash and cash equivalents	$ 1,265,845	$ 1,480,528
Short-term investments	368,253	1,326,241
Accounts receivable, net	4,575,267	3,663,506
Prepayments - third parties		615,811
Media deposits - third parties	563,582	265,784
Due from related parties	$ 30,666	$ 28,667
Other Receivable, after Allowance for Credit Loss, Current, Related Party [Extensible Enumeration]	Related Party [Member]	Related Party [Member]
Deposit due from a third party		$ 2,739,989
Other current assets	$ 74,965	2,592,048
Total Current Assets	6,878,578	12,712,574
Long-term investments	4,817,921	6,576,688
Property and equipment, net	525,055	1,717,488
Operating right-of-use assets, net	194,207
Intangible assets, net		241,212
Total Assets	12,415,761	21,247,962
Current Liabilities
Short-term bank borrowings	730,720	684,997
Accounts payable	5,365,635	3,618,790
Advance from advertisers	576,422	754,837
Advertiser deposits	690,781	314,578
Income tax payable	$ 275,198	255,656
Due to related parties		$ 3,566
Other Liability, Current, Related Party [Extensible Enumeration]	Related Party [Member]	Related Party [Member]
Accrued expenses and other liabilities	$ 1,489,693	$ 791,780
Total Current Liabilities	9,128,449	6,424,204
Total Liabilities	9,128,449	6,424,204
Commitments and Contingencies
Shareholders' Equity
Ordinary Shares (par value $0.0096 per share, 1,000,000,000 shares authorized; 1,534,487 shares issued and outstanding at December 31, 2025 and 2024, respectively)	14,731	14,731
Additional paid-in capital	41,564,418	41,564,418
Statutory reserve	898,133	898,133
Accumulated deficits	(35,480,426)	(23,458,777)
Accumulated other comprehensive loss	(3,709,544)	(4,194,747)
Total Shareholders' Equity	3,287,312	14,823,758
Total Liabilities and Shareholders' Equity	$ 12,415,761	$ 21,247,962

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical)	Mar. 21, 2023
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
Share consolidation ratio	0.17

WARRANT LIABILITIES

12 Months Ended

Dec. 31, 2025

WARRANT LIABILITIES

WARRANT LIABILITIES

13.

WARRANT LIABILITIES

In connection with the private placement on March 18, 2021, the Company sold an aggregate of 112,610 warrants (giving effect to a share consolidation at a ratio of one-for-six (6) ordinary shares effective on March 21, 2023) with each warrant entitling the holder thereof to purchase one half of one ordinary share at an exercise price of $107.71 per ordinary share (giving effect to a share consolidation at a ratio of one-for-six (6) ordinary shares effective on March 21, 2023). A warrant may be exercised at any time on or after March 18, 2021 and on or prior to 5:00 p.m. (New York City time) on September 18, 2026 but not thereafter.

13.WARRANT LIABILITIES (CONTINUED)

The holders of warrants are granted with registration rights. If at any time after the six-month anniversary of March 18, 2021, there is no effective registration statement registering, or no current prospectus available for the issuance of the warrant shares to the holder and the resale of the warrant shares, then this warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise”. The warrants are subject to adjustments in the event of 1) stock dividends and splits, 2) subsequent right offerings, 3) pro rata dilutions and 4) fundamental transactions. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of the warrants.

In the event of a fundamental transaction, the Company or any successor entity shall, at the holder’s option, purchase this warrant from the holder by paying to the holder an amount of cash equal to the value of the remaining unexercised portion of the warrant, using Black-Scholes model, on the date of the consummation of such fundamental transaction; provided, however, that, if the fundamental transaction is not within the Company’s control, including not approved by the Company’s Board of Directors, holder shall only be entitled to receive from the Company or any successor entity the same type or form of consideration (and in the same proportion), at the value of the unexercised portion of the warrant, that is being offered and paid to the holders of ordinary shares of the Company in connection with the fundamental transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of ordinary shares are given the choice to receive from among alternative forms of consideration in connection with the fundamental transaction.

If the Company fails for any reason to deliver to the holders the warrant shares subject to a notice of exercise by the warrant share delivery date, the Company shall pay to the holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of warrant shares subject to such exercise (based on the volume weighted average price of the ordinary shares on the date of the applicable Notice of Exercise), $10 per trading day (increasing to $20 per trading day on the fifth (5th) Trading Day after such liquidated damages begin to accrue) for each trading day after such warrant share delivery date until such warrant shares are delivered or holder rescinds such exercise. In addition, cash payment is required as a compensation for buy-in on failure of delivery warrant shares.

The above mentioned cash-settled make-whole provisions led the warrants classified as a derivative warrant liability. The derivative warrant liability was initially recorded at fair value on the closing date of the private placement and were subsequently remeasured at fair value at each reporting dates. The changes in the fair value of derivative warrant liability were charged to the account of “Changes in fair value of warrant liabilities” in the consolidated statements of operations and comprehensive loss.

As of December 31, 2025 and 2024, the Company had 112,610 of private placement warrants outstanding. The warrant liability related to such warrants was remeasured to its fair value at each reporting period. The change in fair value was recognized in the consolidated statements of operations. The change in the fair value of the warrant liabilities is summarized as follows:


Estimated fair value as of January 1, 2023	$	832
Changes in estimated fair value		(832)
Estimated fair value as of December 31, 2023		–
Changes in estimated fair value		–
Estimated fair value as of December 31, 2024 and 2025	$	–

13.WARRANT LIABILITIES (CONTINUED)

The fair value of the warrant liabilities was estimated using Black-Scholes model. Inherent in these valuations are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary share based on historical and implied volatilities of selected peer companies as well as its own that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

The following table provides quantitative information regarding Level 3 fair value measurements inputs for the Company’s warrants at their measurement dates:


	As of December 31,		As of December 31,		As of December 31,		As of March 18,
	2025		2024		2023		2021
Volatility	25.04	%	28.41	%	28.63	%	31.26	%
Stock price	3.48		3.48		3.61		126.34
Expected life of the warrants to convert	0.72		1.72		2.72		5.50
Risk free rate	3.63	%	4.25	%	4.20	%	1.09	%
Dividend yield	0.0	%	0.0	%	0.0	%	0.0	%

OPERATING LEASE (Details)	1 Months Ended		12 Months Ended
OPERATING LEASE (Details)	Jul. 31, 2025 USD ($)	Jul. 31, 2025 CNY (¥)	Dec. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)
OPERATING LEASE
Lease term	3 years	3 years
Non-cash portion of consideration offset against lease payments	$ 209,089	¥ 1,502,828
Lease liabilities			$ 0
Operating right-of-use assets, net			$ 194,207
Weighted average remaining lease term (years)			2 years 8 months 12 days
Operating lease expenses			$ 53,285	$ 0	$ 0
Short-term leases			$ 33,151	$ 0	$ 0

ACCOUNTS RECEIVABLE, NET - Accounts receivable, net of provision (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
ACCOUNTS RECEIVABLE, NET
Accounts receivable	$ 4,688,247	$ 29,375,358
Less: allowance for expected credit losses	(112,980)	(25,711,852)
Accounts receivable, net	$ 4,575,267	$ 3,663,506

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Revenues

$ 568,993

$ 624,087

$ 921,834

Cost of revenues

(497,610)

(433,488)

(308,395)

Gross profit (loss)

71,383

190,599

613,439

Operating Expenses

Selling and marketing expenses

(259,864)

(405,345)

(381,635)

General and administrative expenses

(4,022,720)

(3,521,692)

(1,845,064)

Provision for credit loss against doubtful accounts

(3,244,489)

(23,009,903)

(726,294)

Impairment of deposit due from a third party

(2,782,609)

Total Operating Expenses

(10,309,682)

(26,936,940)

(2,952,993)

Loss from Operations

(10,238,299)

(26,746,341)

(2,339,554)

Other Income (Expenses)

Interest expense, net

(12,137)

(135,164)

(14,492)

Changes in fair value of warrant liabilities

(832)

Changes in fair value of short-term investments

17,752

473,361

596,796

Subsidy income

14,896

9,876

Other expenses, net

(1,788,270)

(477,986)

(98,628)

Total Other (Expenses) Income, Net

(1,782,655)

(124,893)

494,384

Loss Before Income Taxes

(12,020,954)

(26,871,234)

(1,845,170)

Income tax expenses

(695)

Net Loss

(12,021,649)

(26,871,234)

(1,845,170)

Other Comprehensive Income (Loss)

Foreign currency translation adjustment

485,203

(665,119)

(1,231,344)

Comprehensive Loss

$ (11,536,446)

$ (27,536,353)

$ (3,076,514)

Weighted average number of ordinary shares outstanding

Weighted average number of ordinary shares outstanding, Basic (in shares)

^[1]

1,534,487

Weighted average number of ordinary shares outstanding, Diluted (in shares)

1,534,487

Loss per share

Loss per share, Basic (in dollar per share)

^[1]

$ (7.83)

$ (17.51)

$ (1.2)

Loss per share, Diluted (in dollar per share)

$ (7.83)

$ (17.51)

$ (1.2)

[1]	Retrospectively restated to give effect to a share consolidation at a ratio of one-for-six (6) ordinary shares effective on March 21, 2023 (Note 16).

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2025

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

19.SUBSEQUENT EVENTS

Other than the transfer of equity interest in Shanxingzhe in April 2026 (Note 11), these consolidated financial statements were approved by management and available for issuance on April 30, 2026, and the Company has evaluated subsequent events through this date.

CONTINGENCIES

12 Months Ended

Dec. 31, 2025

CONTINGENCIES

CONTINGENCIES

18.CONTINGENCIES

In the normal course of business, the Company is subject to loss contingencies, such as certain legal proceedings, claims and disputes. The Company records a liability for such loss contingencies when the likelihood of an unfavorable outcome is probable and the amount of loss can be reasonably estimated.

On June 3, 2025, a director of the Company was served with a complaint filed by three institutional investors in the Beijing Fourth Intermediate People’s Court, alleging five defendants, including the director, engaged in corporate mismanagement that caused a significant decline in the value of the Company’s stock held by the investor, and seeking damages of RMB 47,249,848 (approximately $6.6 million). The Beijing Fourth Intermediate People’s Court has split the case into three separate cases, with each of the three institutional investors serving as plaintiff, and transferred these three cases to the Beijing Shijingshan District People’s Court for trial. The claims and defendants in the three cases remain unchanged, with the case amounts adjusted to RMB 12,245,087, RMB 14,001,912, and RMB 21,002,849, respectively. Currently, the three cases have not yet been formally accepted and filed by the Beijing Shijingshan District People’s Court.

On April 10, 2024, the Company was served with a copy of the winding up petition (the “Petition”), filed by Orient Plus International Limited (the “Petitioner”) with the Grand Court of the Cayman Islands (the “Grand Court”), seeking an order that the Company be wound up pursuant to Section 92(e) of the Cayman Islands Companies Act (2023 Revision), claiming that the management of the Company have acted unfairly and/or oppressively towards the Petitioner, the other investors and other minority shareholders, and/or the affairs of the Company have been conducted with a lack of probity, and the Petitioner and the other investors have justifiably lost confidence in the management of the Company. The Company filed a strike out application on July 10, 2024, which was dismissed by the Grand Court. The matter has therefore proceeded to trial. As of the date of this report, the parties are in the midst of discovery. The Company believes that the Petition is without any merit and intends to defend the matter vigorously.

18.CONTINGENCIES (CONTINUED)

On March 1, 2024, the Company was served a complaint regarding a lawsuit brought by three institutional investors (the “Plaintiffs”) against the Company and certain other parties, filed with the United States District Court of the Southern District of New York (the “SDNY”), alleging that the Company violated Section 11 and Section 12 of the Securities Act of 1933, as amended, by including untrue statements of material facts and omitting to state material facts required to make the statements therein not misleading, in its registration statement on Form F-1, as amended (File No. 333-239800), which was declared effective by the SEC on February 5, 2021. On March 17, 2021, two institutional investors, which are also two of the Plaintiffs, purchased 1,960,784 units from the Company pursuant to a securities purchase agreement, with each unit consisting of one ordinary share of the Company and one warrant to purchase one half of one ordinary share of the Company, for an aggregate purchase price of US$10 million. On March 5, 2024, the Plaintiffs filed an amended complaint and served the Company on March 6, 2024. The Company extended the deadline to respond to May 22, 2024 in order to coordinate with other defendants in the matter. The Company filed a motion to dismiss the Plaintiffs’ second amended complaint on May 22, 2024. As of the date of this report, the SDNY has denied the Company’s motion to dismiss the complaint, and the litigation is proceeding to the next phase of answering the complaint and discovery. The Company believes that the complaint is without any merit and intends to defend the matter vigorously.

As of this annual report, there are no other legal proceedings, claims, or disputes that might cause the Company to be subject to loss contingencies.

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY ONLY - Condensed statements of cash flows (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Cash Flows from Operating Activities:
Net Cash Used in Operating Activities	$ (2,260,994)	$ (1,520,419)	$ 2,259,466
Cash Flows from Investing Activities:
Net Cash Provided by (Used in) Investing Activities	1,834,683	1,186,191	(6,312,936)
Cash Flows from Financing Activities:
Net Cash Provided by (Used in) Financing Activities	15,305	(1,528,691)	847,350
Net decrease in cash and cash equivalents	(214,683)	(1,835,534)	(3,363,015)
Cash and cash equivalents at beginning of year	1,480,528	3,316,062	6,679,077
Cash and cash equivalents at end of year	1,265,845	1,480,528	3,316,062
Reportable entity \| Parent Company
Cash Flows from Operating Activities:
Net Cash Used in Operating Activities	(1,252,086)	(2,257,594)	(755,736)
Cash Flows from Investing Activities:
Collection of loans from subsidiaries			503,854
Net Cash Provided by (Used in) Investing Activities			503,854
Cash Flows from Financing Activities:
Borrowings from subsidiaries	1,437,216	2,895,600
Net Cash Provided by (Used in) Financing Activities	1,437,216	2,895,600
Effect of exchange rate changes on cash and cash equivalents	(87,909)	(660,752)	(30,923)
Net decrease in cash and cash equivalents	97,221	(22,746)	(282,805)
Cash and cash equivalents at beginning of year	73,436	96,182	378,987
Cash and cash equivalents at end of year	$ 170,657	$ 73,436	$ 96,182

INTANGIBLE ASSETS, NET (Tables)

12 Months Ended

Dec. 31, 2025

INTANGIBLE ASSETS, NET

Summary of intangible assets


		December 31,			December 31,
		2025			2024
Copyrights		$	741,971		$	710,846
Software			73,687			69,273
Less: Accumulated amortization			(815,658)			(538,907)
		$	—		$	241,212

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2025	Dec. 31, 2024	Sep. 29, 2023	Sep. 28, 2023	Mar. 21, 2023	Mar. 20, 2023	Mar. 06, 2023	Mar. 05, 2023
CONSOLIDATED BALANCE SHEETS
Ordinary shares, par value (in dollars per share)	$ 0.0096	$ 0.0096	$ 0.0096	$ 0.0096	$ 0.0016	$ 0.0096	$ 0.0016	$ 0.0016
Ordinary shares, shares authorized	1,000,000,000	1,000,000,000	1,000,000,000	6,250,000		6,250,000	37,500,000	31,250,000
Ordinary shares, shares issued	1,534,487	1,534,487
Ordinary shares, shares outstanding	1,534,487	1,534,487

INTANGIBLE ASSETS, NET

12 Months Ended

Dec. 31, 2025

INTANGIBLE ASSETS, NET

INTANGIBLE ASSETS, NET

8.INTANGIBLE ASSETS, NET

Intangible assets consisted of the following:


		December 31,			December 31,
		2025			2024
Copyrights		$	741,971		$	710,846
Software			73,687			69,273
Less: Accumulated amortization			(815,658)			(538,907)
		$	—		$	241,212

Amortization expense was $244,964, $157,323 and $163,813 for the years ended December 31, 2025, 2024 and 2023, respectively.

WARRANT LIABILITIES - Change in the fair value of the warrant liabilities (Details)	12 Months Ended
	Dec. 31, 2023 USD ($)
Change in the fair value of the warrant liabilities
Estimated fair value, Beginning	$ 832
Changes in estimated fair value	$ (832)

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY ONLY (Tables) - Parent Company

12 Months Ended

Dec. 31, 2025

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY ONLY

Schedule of condensed balance sheets


		December 31,			December 31,
		2025			2024
ASSETS
Current Assets
Cash and cash equivalents		$	170,657		$	73,436
Due from related parties			30,666			57,661
Other current assets			22,370			193,422
Total Current Assets			223,693			324,519
Amounts due from subsidiaries			34,022,356			34,909,475
Total Assets		$	34,246,049		$	35,233,994

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accrued expenses and other liabilities			986,734			361,961
Deficits in investments in subsidiaries			29,972,003			20,048,275
Total Liabilities			30,958,737			20,410,236

Commitments and Contingencies

Shareholders’ Equity
Ordinary Share (par value $0.0096 per share, 1,000,000,000 shares authorized; 1,534,487 shares issued and outstanding at December 31, 2025 and 2024, respectively)			14,731			14,731
Additional paid-in capital			41,564,418			41,564,418
Accumulated deficits			(34,582,293)			(22,560,644)
Accumulated other comprehensive loss			(3,709,544)			(4,194,747)
Total Shareholders’ Equity			3,287,312			14,823,758

Total Liabilities and Shareholders’ Equity		$	34,246,049		$	35,233,994

Schedule of condensed statements of comprehensive loss


		For the Years Ended
		December 31,
		2025		2024		2023
Loss from Operations		$	(2,141,082)	$	(2,414,929)	$	(736,646)
Equity in loss of subsidiaries			(9,920,979)		(24,457,809)		(1,110,118)
Other income, net			40,412		1,504		771
Changes in fair value of warrant liabilities			—		—		823
Net Loss Before Income Taxes		$	(12,021,649)	$	(26,871,234)	$	(1,845,170)

Income tax expense			—		—		—

Net Loss		$	(12,021,649)	$	(26,871,234)	$	(1,845,170)

Other Comprehensive Income (Loss)
Foreign currency translation adjustment			485,203		(665,119)		(1,231,344)
Comprehensive Loss		$	(11,536,446)	$	(27,536,353)	$	(3,076,514)

Schedule of condensed statements of cash flows


		For the Years Ended
		December 31,
		2025		2024		2023
Cash Flows from Operating Activities:
Net Cash Used in Operating Activities		$	(1,252,086)	$	(2,257,594)	$	(755,736)

Cash Flows from Investing Activities:
Collection of loans from subsidiaries			—		—		503,854
Net Cash Provided by (Used in) Investing Activities			—		—		503,854

Cash Flows from Financing Activities:
Borrowings from subsidiaries			1,437,216		2,895,600		—
Net Cash Provided by Financing Activities			1,437,216		2,895,600		—

Effect of exchange rate changes on cash and cash equivalents			(87,909)		(660,752)		(30,923)

Net increase (decrease) in cash and cash equivalents			97,221		(22,746)		(282,805)
Cash and cash equivalents at beginning of year			73,436		96,182		378,987
Cash and cash equivalents at end of year		$	170,657	$	73,436	$	96,182

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Name Regulation S-X (SX)
-Number 210
-Section 12
-Subsection 04
-Paragraph a
-Publisher SEC

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Name Regulation S-X (SX)
-Number 210
-Section 5
-Subsection 04
-Paragraph c
-Subparagraph Schedule I
-Publisher SEC

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Name Regulation S-X (SX)
-Number 210
-Section 7
-Subsection 05
-Paragraph c
-Subparagraph Schedule II
-Publisher SEC

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Name Regulation S-X (SX)
-Number 210
-Section 9
-Subsection 06
-Publisher SEC

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477314/942-235-S99-2

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-4

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-3

Reference 8: http://www.xbrl.org/2003/role/recommendedDisclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481231/810-10-45-11

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 7
-Subparagraph (SAB Topic 1.B.2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480922/205-10-S99-7

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481003/205-10-S50-2

+ Details

PROPERTY AND EQUIPMENT, NET (Tables)

12 Months Ended

Dec. 31, 2025

PROPERTY AND EQUIPMENT, NET

Summary of property and equipment, net


		December 31,			December 31,
		2025			2024
Property		$	492,941		$	1,627,658
Leasehold improvement			—			468,708
Office equipment			146,394			138,800
Vehicles			143,812			137,779
Electronic equipment			110,957			105,151
Less: Accumulated depreciation			(369,049)			(760,608)
		$	525,055		$	1,717,488

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentration and credit risk (Details)	12 Months Ended
	Dec. 31, 2025 USD ($) item customer	Dec. 31, 2024 USD ($) item customer	Dec. 31, 2023 item customer
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
FDIC, deposit at financial institutions \| $	$ 1,089,406	$ 1,400,025
Accounts receivable \| Credit concentration risk
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of advertisers	2	4
Accounts receivable \| Credit concentration risk \| Advertiser one
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Concentration of risk (as a percent)		23.10%
Accounts receivable \| Credit concentration risk \| Advertiser two
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Concentration of risk (as a percent)		21.20%
Accounts receivable \| Credit concentration risk \| Advertiser three
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Concentration of risk (as a percent)	43.40%	15.80%
Accounts receivable \| Credit concentration risk \| Advertiser four
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Concentration of risk (as a percent)	38.10%	12.30%
Revenue \| Customer concentration risk
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of customers \| customer	3	3	2
Revenue \| Customer concentration risk \| Customer one
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Concentration of risk (as a percent)	43.00%	47.70%	47.70%
Revenue \| Customer concentration risk \| Customer two
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Concentration of risk (as a percent)	19.30%	19.30%	12.20%
Revenue \| Customer concentration risk \| Customer three
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Concentration of risk (as a percent)	16.60%	15.60%
Accounts payable \| Supplier concentration risk
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of publishers	1	1
Accounts payable \| Supplier concentration risk \| Publisher one
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Concentration of risk (as a percent)	82.30%	86.60%
Purchase \| Supplier concentration risk
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of publishers	1	2	2
Purchase \| Supplier concentration risk \| Publisher one
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Concentration of risk (as a percent)	93.00%	70.70%	59.90%
Purchase \| Supplier concentration risk \| Publisher two
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Concentration of risk (as a percent)		23.70%	25.10%

EARNINGS PER SHARE

12 Months Ended

Dec. 31, 2025

EARNINGS PER SHARE

EARNINGS PER SHARE

15.EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted loss per common share for the years ended December 31, 2025, 2024 and 2023, respectively:


	For the Years Ended
	December 31,
	2025		2024		2023
Net Loss	$	(12,021,649)	$	(26,871,234)	$	(1,845,170)

Weighted average number of ordinary shares outstanding
Basic and Diluted		1,534,487		1,534,487		1,534,487

Loss per share
Basic and Diluted	$	(7.83)	$	(17.51)	$	(1.20)

For the years ended December 31, 2025, 2024 and 2023, the Company had no dilutive shares.

EQUITY - Ordinary shares (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024	Sep. 29, 2023	Sep. 28, 2023	Mar. 21, 2023	Mar. 20, 2023	Mar. 06, 2023	Mar. 05, 2023
EQUITY
Authorized capital			$ 9,600,000	$ 60,000	$ 60,000	$ 50,000	$ 60,000	$ 50,000
Ordinary shares, shares authorized	1,000,000,000	1,000,000,000	1,000,000,000	6,250,000		6,250,000	37,500,000	31,250,000
Ordinary shares, par value (in dollars per share)	$ 0.0096	$ 0.0096	$ 0.0096	$ 0.0096	$ 0.0016	$ 0.0096	$ 0.0016	$ 0.0016
Ordinary shares, shares issued	1,534,487	1,534,487
Ordinary shares, shares outstanding	1,534,487	1,534,487

Pay vs Performance Disclosure - USD ($)	12 Months Ended
Pay vs Performance Disclosure - USD ($)	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (12,021,649)	$ (26,871,234)	$ (1,845,170)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Foreign currency translation (Details)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Value added taxes
Value-added taxes rate	6.00%
Foreign currency translation
Period/year-end spot rate	6.9931	7.2993
Average rate	7.1875	7.1957	7.0809

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Cash Flows from Operating Activities:
Net loss	$ (12,021,649)	$ (26,871,234)	$ (1,845,170)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization expenses	359,155	345,365	392,619
Amortization of right-of-use assets	20,134
Loss from disposal of property and equipment	133,582	578,553	6,991
Provision for credit loss of accounts receivables	1,027,900	22,911,671	(702,156)
(Reversal of provision) provision for doubtful accounts of prepayments	(14,912)	47,645	(1,243,233)
Provision for credit loss of other current assets	2,231,501	50,587	7,061
Impairment of prepayments for licensed copyrights			2,664,622
Investment income on short-term investments	(53,914)
Changes in fair value of short-term investments	(17,752)	(473,361)	(596,796)
Changes in fair value of warrant liabilities			(832)
Share of equity (gain) loss in one equity investee	(474,689)	86,405	9,214
Impairment of long-term investments	2,466,065	0	128,204
Impairment of deposit for a long-term investment	2,782,609
Changes in operating assets and liabilities:
Accounts receivable	(1,758,930)	(892,403)	5,818,395
Other current assets	323,658	117,898	(445,227)
Accounts payable	1,545,432	1,408,546	(6,324,955)
Advance from advertisers	(205,747)	(64,345)	114,874
Advertiser deposits	352,626	230,242	(437,091)
Income tax payable	8,122	12,747
Accrued expenses and other liabilities	677,487	77,937	(6,830)
Due to related parties	(3,553)	(8,356)	8,653
Net Cash (Used in) Provided by Operating Activities	(2,260,994)	(1,520,419)	2,259,466
Cash Flows from Investing Activities:
Purchases of property and equipment	(2,644)	(479,764)	(7,412)
Purchases of intangible assets		(5,805)	(22,696)
Proceeds from disposal of property and equipment	779,130
Purchases of short-term investments	(417,391)	(277,944)	(1,285,147)
Redemption of short-term investments	1,477,641	1,948,314	2,359,920
Purchase of long-term investments			(4,801,650)
Deposits made to a third party for future business combination			(2,554,539)
Loans made to related parties	(2,053)		(1,412)
Repayment of loans from a related party		1,390
Net Cash Provided by (Used in) Investing Activities	1,834,683	1,186,191	(6,312,936)
Cash Flows from Financing Activities:
Proceeds from bank borrowings	1,128,348	694,859	2,259,600
Repayment of bank borrowings	(1,113,043)	(2,223,550)	(1,412,250)
Net Cash Provided by (Used in) Financing Activities	15,305	(1,528,691)	847,350
Effect of exchange rate changes on cash and cash equivalents	196,323	27,385	(156,895)
Net decrease in cash and cash equivalents	(214,683)	(1,835,534)	(3,363,015)
Cash and cash equivalents at beginning of year	1,480,528	3,316,062	6,679,077
Cash and cash equivalents at end of year	1,265,845	1,480,528	3,316,062
Supplemental Cash Flow Information
Cash paid for interest expense	20,067	69,234
Non-cash operating, investing and financing activities
Right of use assets obtained in exchange for operating lease obligations	209,089
Settlement of lease liabilities with receivable due from the buyer of properties (Note 7)	209,089
Non-related party
Changes in operating assets and liabilities:
Prepayments	640,301	274,045	1,064,623
Media deposits	$ (278,420)	434,822	532,336
Related Party
Changes in operating assets and liabilities:
Prepayments		$ 212,817	3,012,482
Media deposits			$ 101,682

EQUITY - Restricted net assets (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
EQUITY
Statutory reserve	$ 898,133	$ 898,133
Amount of net assets restricted	$ 33,718,654	$ 33,718,654

WARRANT LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2025

WARRANT LIABILITIES

Summary of change in the fair value of the warrant liabilities


Estimated fair value as of January 1, 2023	$	832
Changes in estimated fair value		(832)
Estimated fair value as of December 31, 2023		–
Changes in estimated fair value		–
Estimated fair value as of December 31, 2024 and 2025	$	–

Summary of quantitative information regarding Level 3 fair value measurements inputs for the Company's warrants


	As of December 31,		As of December 31,		As of December 31,		As of March 18,
	2025		2024		2023		2021
Volatility	25.04	%	28.41	%	28.63	%	31.26	%
Stock price	3.48		3.48		3.61		126.34
Expected life of the warrants to convert	0.72		1.72		2.72		5.50
Risk free rate	3.63	%	4.25	%	4.20	%	1.09	%
Dividend yield	0.0	%	0.0	%	0.0	%	0.0	%

OTHER CURRENT ASSETS (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
OTHER CURRENT ASSETS
Recoverable value-added taxes	$ 2,313,646	$ 2,221,520
Others	74,965	427,080
Less: provision for expected credit losses	(2,313,646)	(56,552)	$ (6,678)	$ (6,874)
Other current assets	$ 74,965	$ 2,592,048

RELATED PARTY TRANSACTIONS AND BALANCES - Balances with related parties (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
RELATED PARTY TRANSACTIONS AND BALANCES
Due from a related party	$ 30,666	$ 28,667
Due to a related party		3,566
Related Party \| Anruitai Investment Limited
RELATED PARTY TRANSACTIONS AND BALANCES
Due from a related party	$ 30,666	28,667
Related Party \| Ms. Wenxiu Zhong
RELATED PARTY TRANSACTIONS AND BALANCES
Due to a related party		$ 3,566

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Short-term investments
Changes in fair value of short-term investments	$ 17,752	$ 473,361	$ 596,796
Investment income	53,914	0	0
Accounts receivable, net of provision for doubtful accounts
Reversed allowance for expected credit losses	1,027,900	22,911,671	(702,156)
Prepayments
(Reversal of provision) Provision for doubtful accounts of prepayments	$ (14,912)	47,645	(1,243,233)
Media deposits
Percentage of deposit on guaranteed minimum spend	10.00%
Media deposits - third parties	$ 563,582	265,784
Operating Leases
Impairment charges for right-of-use lease assets	0
Investments in trading securities
Short-term investments
Changes in fair value of short-term investments	$ 17,752	$ 473,361	$ 593,608

EARNINGS PER SHARE - Computation of basic and diluted loss per common share (Details) - USD ($)

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

EARNINGS PER SHARE

Net Income (Loss)

$ (12,021,649)

$ (26,871,234)

$ (1,845,170)

Weighted average number of ordinary shares outstanding

Weighted average number of ordinary shares outstanding, Basic (in shares)

^[1]

1,534,487

Weighted average number of ordinary shares outstanding, Diluted (in shares)

1,534,487

Loss per share, Basic (in dollar per share)

^[1]

$ (7.83)

$ (17.51)

$ (1.2)

Loss per share, Diluted (in dollar per share)

$ (7.83)

$ (17.51)

$ (1.2)

Dilutive shares

$ 0

[1]	Retrospectively restated to give effect to a share consolidation at a ratio of one-for-six (6) ordinary shares effective on March 21, 2023 (Note 16).

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

ORGANIZATION AND BUSINESS DESCRIPTION

12 Months Ended

Dec. 31, 2025

ORGANIZATION AND BUSINESS DESCRIPTION

ORGANIZATION AND BUSINESS DESCRIPTION

1.ORGANIZATION AND BUSINESS DESCRIPTION

Baosheng Media Group Holdings Limited (“Baosheng Group”) was incorporated on December 4, 2018 under the laws of the Cayman Islands as an exempted company with limited liability. Baosheng Group, through its subsidiaries in the PRC, is engaged in providing online marketing channels to advertisers for them to manage their online marketing activities. At the same time, as the authorized agency of some popular online media, Baosheng Group helps online media procure advertisers to buy their ad inventory and facilitate ad deployment on their advertising channels.

As of December 31, 2025, the accompanying consolidated financial statements reflect the activities of Baosheng Group and each of the following entities:


		Date of		Place of		% of
Name of Entity		Incorporation		Incorporation		Ownership		Principal Activities
Parent company:
Baosheng Group		December 4, 2018		Cayman Islands		Parent		Investment holding
Wholly owned subsidiaries of Baosheng Group
Baosheng Media Group Limited (“Baosheng BVI”)		December 14, 2018		British Virgin Islands		100		Investment holding
Baosheng Media Group (Hong Kong) Holdings Limited (“Baosheng Hong Kong”)		January 7, 2019		Hong Kong		100		Investment holding
Beijing Baosheng Technology Company Limited (“Beijing Baosheng”)		October 17, 2014		PRC		100		Provision of online marketing channels
Horgos Baosheng Advertising Co., Ltd. (“Horgos Baosheng”)		August 30, 2016		PRC		100		Provision of online marketing channels
Kashi Baosheng Information Technology Co., Ltd. (“Kashi Baosheng”) (Dissolved)		May 15, 2018		PRC		100		Provision of online marketing channels
Baosheng Technology (Horgos) Co., Ltd. (“Baosheng Technology”)		January 2, 2020		PRC		100		Provision of online marketing channels
Beijing Baosheng Network Technology Co., Ltd. (“Baosheng Network”)		March 21, 2021		PRC		100		Provision of online marketing channels
Beijing Xunhuo E-commerce Co., Ltd. (“Beijing Xunhuo”)		April 2, 2022		PRC		100		Advertising optimization services
Beijing Zhiding Baosheng Network Technology Co. Ltd. (“Zhiding Baosheng”)		March 4, 2025		PRC		100		Information consulting services and marketing planning services
Yuansheng Meiyan Healthcare Service (Hainan) Co., Ltd. (“Yuansheng Meiyan”)		April 24, 2025		PRC		100		Information consulting services and marketing planning services

1.ORGANIZATION AND BUSINESS DESCRIPTION (CONTINUED)

Share consolidation and increase in authorized share capital

On March 6, 2023, the Company effected an increase in its authorized share capital from US$50,000 divided into 31,250,000 ordinary shares of a par value US$0.0016 each to US$60,000 divided into 37,500,000 ordinary shares of a par value US$0.0016 each(the “Increase in Share Capital”), and on March 21, 2023, the Company effected a share consolidation at a ratio of one-for-six, such that each (6) ordinary shares with a par value of US$0.0016 each in the Company’s issued and unissued share capital were consolidated into one ordinary share with a par value of US$0.0096 (“2023 Share Consolidation”). Effective on September 29, 2023, the Company increased the authorized share capital of the Company from US$60,000 divided into 6,250,000 Ordinary Shares of par value US$0.0096 each, to US$9,600,000 divided into 1,000,000,000 Ordinary Shares of a par value of US$0.0096 each (the “2023 Share Capital Increase”). Immediately following the Increase in Share Capital, 2023 Share Consolidation, and the 2023 Share Capital Increase, the authorized share capital of the Company increased from US$50,000 to US$60,000, divided into 6,250,000 ordinary shares of a par value US$0.0096 each. The Company believes it is appropriate to reflect the Increase in Share Capital and 2023 Share Consolidation on a retroactive basis pursuant to Accounting Standards Codification (“ASC”) 260. The Company has retroactively restated all shares and per share data for all periods presented. As a result, the Company had 1,000,000,000 authorized shares, par value of US$0.0096, of which 1,534,487 shares were issued and outstanding as of December 31, 2025 and 2024, respectively.

Disposition of a subsidiary

In May 2025, the Company dissolved the business of Kashi Baosheng Information Technology Co., Ltd. (“Kashi Baosheng”). The management believed the dissolution of Kashi Baosheng did not represent a strategic shift that has (or will have) a major effect on the Company’s operations and financial results. The dissolution was not accounted as discontinued operations in accordance with ASC 205-20. On the date of dissolution, Kashi Baosheng recorded net assets of $3,772. The Company recognized the loss of $3,725 dissolution of Kashi Baosheng in the account of “other loss, net” on the consolidated statements of operations and comprehensive loss.

OTHER CURRENT ASSETS - Movement of allowance for doubtful accounts (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
OTHER CURRENT ASSETS
Balance at beginning of the year	$ 56,552	$ 6,678	$ 6,874
Charge to expenses	2,251,069	50,587	7,061
Reversal of expenses	(19,568)		702,156
Writing off of accounts receivable	(37,671)		(7,061)
Foreign exchange loss	63,264	(713)	(196)
Balance at end of the year	$ 2,313,646	$ 56,552	$ 6,678

PROPERTY AND EQUIPMENT, NET

12 Months Ended

Dec. 31, 2025

PROPERTY AND EQUIPMENT, NET

PROPERTY AND EQUIPMENT, NET

7.PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of the following:


		December 31,			December 31,
		2025			2024
Property		$	492,941		$	1,627,658
Leasehold improvement			—			468,708
Office equipment			146,394			138,800
Vehicles			143,812			137,779
Electronic equipment			110,957			105,151
Less: Accumulated depreciation			(369,049)			(760,608)
		$	525,055		$	1,717,488

Depreciation expense was $114,191, $188,042 and $228,806 for the years ended December 31, 2025, 2024 and 2023, respectively.

In July 2025, Beijing Xunhuo entered into a sale of property agreement with Beijing Mr. Mo Technology Co., Ltd. (the “Buyer”), pursuant to which Beijing Xunhuo sold certain of its real property for consideration of $988,220 (RMB 7,102,828), of which $779,130 (RMB 5,600,000) was paid in cash and the remaining $209,089 (RMB 1,502,828) would be offset against lease payments under a three - year sale - and - leaseback arrangement. Under the lease arrangement, Beijing Xunhuo would lease back certain property for a term of three years. On the date of sale of property, the cost and accumulated depreciation of properties were $1,173,368 and $157,916, respectively. On the same date, the Company also disposed of leasehold improvement underlying the properties, of which the cost and accumulated depreciation of properties were $475,998 and $369,648, respectively. The Company recorded loss from disposal of properties and leasehold improvement of $133,582.

During the year ended December 31, 2024, the Company disposed of property, office equipment and electronic equipment, and recorded loss from disposal of property and equipment of $578,553. On the date of disposal, the cost and accumulated depreciation of property were $760,615 and $185,755, respectively. On the date of disposal, the cost and accumulated depreciation of electronic equipment were $18,122 and $17,007, respectively. On the date of disposal, the cost and accumulated depreciation of office equipment were $8,325 and $5,747, respectively.

During the year ended December 31, 2023, the Company disposed of office equipment and electronic equipment and recorded loss from disposal of property and equipment of $6,991. On the date of disposal, the cost and accumulated depreciation of electronic equipment were $9,638 and $3,052, respectively. On the date of disposal, the cost and accumulated depreciation of office equipment were $866 and $480, respectively.

PREPAYMENTS - THIRD PARTIES - Movement of allowance for doubtful accounts (Details) - Non-related party - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
PREPAYMENTS - THIRD PARTIES
Balance at beginning of the year	$ 612,546	$ 581,462	$ 2,153,390
Charge to expenses		47,645
Reversal of expenses	(14,912)		(1,243,233)
Writing off of prepayments	(607,163)		(271,269)
Foreign exchange loss (income)	$ 9,529	(16,561)	(57,426)
Balance at end of the year		$ 612,546	$ 581,462

GOING CONCERN

12 Months Ended

Dec. 31, 2025

GOING CONCERN

GOING CONCERN

3.GOING CONCERN

As reflected in the Company’s consolidated financial statements, the Company had a net loss of $12,021,649, $26,871,234 and $1,845,170 for the years ended December 31, 2025, 2024 and 2023, respectively, and reported a cash outflow of $2,260,994 and $1,520,419 for the year ended December 31, 2025 and 2024. These factors raise a substantial doubt about the Company’s ability to continue as a going concern.

3.GOING CONCERN (CONTINUED)

As of December 31, 2025, the Company had cash and cash equivalents of $1,265,845 and short-term investments of $368,253, compared to current liabilities of $9,128,449, of which advances from customers of $576,422 were not required to be settled in cash. Total current assets are sufficient to cover current liabilities expected to be paid during the year ending December 31, 2026. The Company also obtained a one-year bank borrowing during the year ended December 31, 2025. The Company intends to meet its cash requirements for the next 12 months from the issuance date of this report through a combination of application of credit terms and bank loans. Additionally, in April 2026, Beijing Xunhuo transferred its 42.8571% partnership interest in Guangzhou Shanxingzhe Technology Investment LLP (“Shanxingzhe”) to a third party buyer for cash consideration of RMB15.0 million (approximately $2.2 million). Pursuant to agreement between the Company and the third party buyer, the cash consideration will be fully received before June 30, 2026. Given the factors mentioned above, the Company assesses current working capital to be sufficient to meet its obligations for the next 12 months from the issuance date of this report. Accordingly, management continues to prepare the Company’s consolidated financial statements on a going concern basis.

However, future financing requirements will depend on many factors, including the scale and pace of the expansion of the Company’s advertising business, the expansion of the Group’s sales and marketing activities, and potential investments in, or acquisitions of, businesses or technologies. Inability to obtain credit terms from medias or access to financing on favorable terms in a timely manner or at all would materially and adversely affect the Company’s business, results of operations, financial condition, and growth prospects.

INCOME TAXES

12 Months Ended

Dec. 31, 2025

INCOME TAXES

INCOME TAXES

14.INCOME TAXES

Cayman Islands

Under the current and applicable laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends by the Company to its shareholders, no Cayman Islands withholding tax will be imposed.

British Virgin Islands

Under the current and applicable laws of BVI, Baosheng BVI is not subject to tax on income or capital gains.

Hong Kong

Baosheng Hong Kong is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate for the first HKD$2 million of assessable profits is 8.25% and assessable profits above HKD$2 million will continue to be subject to the rate of 16.5% for corporations in Hong Kong, effective from the year of assessment 2018/2019. Before that, the applicable tax rate was 16.5% for corporations in Hong Kong. The Company did not make any provisions for Hong Kong profit tax as there were no assessable profits derived from or earned in Hong Kong since inception. Under Hong Kong tax laws, Baosheng Hong Kong is exempted from income tax on its foreign-derived income and there are no withholding taxes in Hong Kong on remittance of dividends.

PRC

Beijing Baosheng, Horgos Baosheng, Kashi Baosheng (dissolved), Baosheng Technology, Baosheng Network, Beijing Xunhuo, Zhiding Baosheng and Yuansheng Meiyan were incorporated in the PRC and are subject to PRC Enterprise Income Tax (“EIT”) on the taxable income in accordance with the relevant PRC income tax laws. On March 16, 2007, the National People’s Congress enacted a new enterprise income tax law, which took effect on January 1, 2008. The law applies a uniform 25% enterprise income tax rate to both foreign invested enterprises and domestic enterprises.

14.INCOME TAXES (CONTINUED)

PRC (cont.)

Horgos Baosheng, Kashi Baosheng (dissolved), and Baosheng Technology are subject to a preferential income tax rate of 0% CIT for a period since generating revenues, as they were incorporated in the Horgos and Kashi Economic District, Xinjiang Uygur Autonomous Region. The five-year preferential income tax treatment ending on December 31, 2025 for Baosheng Technology. Horgos Baosheng was entitled to an extension of five-year preferential income tax treatment ending on December 31, 2025. Other than the preferential tax treatment received by Horgos Baosheng, Kashi Baosheng (dissolved), and Baosheng Technology, all the other PRC subsidiaries of the Company are subject to the uniform enterprise income tax rate of 25%.

For the year ended December 31, 2025, the Company recorded current income tax expenses of $695 and deferred income tax expenses of $nil, respectively. For the years ended December 31, 2024 and 2023, the Company did not record current income tax expenses or deferred income tax expenses.

Below is a reconciliation of the statutory tax rate to the effective tax rate:


		For the Years Ended
		December 31,
		2025		2024			2023
PRC statutory income tax rate		25	%	$	25	%	25	%
Impact of different income tax rates in other jurisdictions		(9.1)	%		(2.2)	%	(4.7)	%
Effect of preferential tax rate(a)		(0.2)	%		(16.4)	%	(20.2)	%
Effect of non-deductible expenses		(0.3)	%		(0.2)	%	(1.9)	%
Effect of change in valuation allowance		(15.4)	%		(6.2)	%	1.8	%
Effective tax rate		0.0	%	$	0.0	%	0.0	%

(a)	The Company’s subsidiaries, Horgos Baosheng, Kashi Baosheng and Baosheng Technology are subject to a favorable tax rate of 0%. For the years ended December 31, 2025, 2024 and 2023, no tax saving resulted from the favorable tax rate.

Deferred tax assets as of December 31, 2025 and 2024 consist of the following:


		December 31,			December 31,
		2025			2024
Net operating losses carryforwards		$	4,812,643		$	4,448,794
Allowance for doubtful accounts of accounts receivable			16,745			63,357
Allowance for doubtful accounts of prepayments			—			15,605
Allowance for doubtful accounts of other current assets			288,960			11,381
Impairment of deposit for long-term investment			714,990			—
Impairment of long-term investment			633,655			—
Deferred tax assets, gross			6,466,993			4,539,137
Deferred tax liabilities from operating right-of-use assets			(48,552)			—
Deferred tax assets net off against deferred tax liability			6,418,441			4,539,137
Less: Allowance on deferred tax assets			(6,418,441)			(4,539,137)
		$	—		$	—

The Company evaluates its valuation allowance requirements at end of each reporting period by reviewing all available evidence, both positive and negative, and considering whether, based on the weight of that evidence, a valuation allowance is needed. When circumstances cause a change in management’s judgement about the realizability of deferred tax assets, the impact of the change on the valuation allowance is generally reflected in income from operations. The future realization of the tax benefit of an existing deductible temporary difference ultimately depends on the existence of sufficient taxable income of the appropriate character within the carryforward period available under applicable tax law.

14.INCOME TAXES (CONTINUED)

PRC (cont.)

As of December 31, 2025 and 2024, due to uncertainties surrounding future utilization on Beijing Baosheng, Baosheng Network, the Beijing branch of Horgos Baosheng and Baosheng Hong Kong, the Company accrued full valuation allowance of $5,069,796 and $4,539,137, respectively, against the deferred tax assets based upon management’s assessment as to their realization.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 740
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147477617/942-740-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Name Accounting Standards Codification
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-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478822/944-740-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 5: http://www.xbrl.org/2003/role/exampleRef
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-Paragraph 231
-Publisher FASB
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 12C
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 1
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 20
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 17
-Subparagraph (b)
-Publisher FASB
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Paragraph 2
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-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2025

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities Exchange Commission (“SEC”).

The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All intercompany transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities on the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, management reviews these estimates and assumptions using the currently available information. Changes in facts and circumstances may cause the Company to revise its estimates. The Company bases its estimates on past experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Estimates are used when accounting for items and matters including, but not limited to, determinations of the useful lives and impairment of long-lived assets, estimates of allowances for credit losses, valuation allowance for deferred tax assets, fair value of warrant liabilities, revenue recognition, and other provisions and contingencies.

Cash and cash equivalents

Cash and cash equivalents primarily consist of bank deposits, as well as highly liquid investments, with original maturities of three months or less, which are unrestricted as to withdrawal and use. The Company maintains most of the bank accounts in the PRC.

Short-term investments

Short-term investments consist investments in trading securities.

Trading securities are investments in publicly-listed equity securities through various open market transactions. During the year ended December 31, 2025, 2024 and 2023, the Company purchased certain publicly-listed equity securities through various open market transactions and accounted for such investments as “short-term investments” and subsequently measure the investments at fair value. The Company recorded an increase in fair value of short term investments of $17,752, $473,361 and $593,608 in the account of “changes in fair value of short-term investments” in consolidated statements of operations and comprehensive loss for the years ended December 31, 2025, 2024 and 2023, respectively. The Company recorded an investment income of $53,914, $nil, and $nil in the account of “other expenses, net” in consolidated statements of operations and comprehensive loss for the years ended December 31, 2025, 2024 and 2023, respectively.

Accounts receivable, net

Accounts receivable are recorded at the gross billing amount less an allowance for credit losses against any uncollectible accounts due from the advertisers for the acquisition of ad inventory and other advertising services on their behalf. Accounts receivable does not bear interest.

On January 1, 2023, the Company adopted Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), using the modified retrospective transition method. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. Upon adoption, the Company changed the impairment model to utilize a forward-looking current expected credit losses (CECL) model in place of the incurred loss methodology for financial instruments measured at amortized cost and receivables resulting from the application of ASC 606, including contract assets. The adoption of the guidance had no material impact on the opening balance of allowance of expected credit loss as of January 1, 2023.

After the adoption of ASU 2016-13, the Company maintains an allowance for credit losses and records the allowance for credit losses as an offset to accounts receivable and the estimated credit losses charged to the allowance is classified as “provision for expected credit losses” in the consolidated statements of operations and comprehensive loss. The Company assesses collectability by reviewing accounts receivable on aging schedules because the accounts receivable were primarily consisted of accounts due from the advertisers for the acquisition of ad inventory and other advertising services on their behalf. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status, the age of the balances, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Company’s ability to collect from customers. Delinquent account balances are written-off against the allowance for expected credit loss after management has determined that the likelihood of collection is not probable.

For the year ended December 31, 2025 and 2024, the Company provided allowance for expected credit losses of $1,027,900 and $22,911,671 against accounts receivable. For the year ended December 31, 2023, the Company reversed allowance for expected credit losses of $702,156 against accounts receivable.

Prepayments

Prepayments represent amounts advanced to media or their authorized agencies (collectively, “publishers”) for running of advertising campaigns of the advertisers. The publishers usually require advance payments when the Company orders advertising campaign services on behalf of its advertisers, and the prepayments will be utilized to offset the Company’s future payments. These amounts are unsecured, non-interest bearing, and generally short-term in nature, and they are reviewed periodically to determine whether their carrying value has become impaired when publishers are not able to provide advertising campaign services in the events of liquidation.

For the year ended December 31, 2024, the Company accrued allowances for doubtful accounts of $47,645 against prepayments. For the year ended December 31, 2025 and 2023, the Company reversed allowances for doubtful accounts of $14,912 and $1,243,233 against prepayments, respectively.

Media deposits

Media deposits represent performance security deposit upon becoming an authorized agency of the relevant media (platforms where online advertisement is delivered) as a guarantee of performance and obligations and deposit associated with committed advertising spend on behalf of selected advertisers as required by certain media before running their advertising campaigns, which are paid to media pursuant to the terms of the framework agreements and contracts.

In the event that the advertisers or their advertising agencies on behalf of their advertising clients (collectively the “advertisers”) commit to spending a guaranteed minimum amount on a particular media with the Company, the Company enters into a back-to-back framework agreement with the relevant publishers committing the same level of guaranteed minimum spend and securing a preferential rebate policy applicable to the advertising spend of that advertiser. With the committed minimum spend, the Company is entitled to enjoy certain rebates and discounts and usually be required to pay a deposit of up to 10% of the guaranteed minimum spend. If the Company fails to fulfil the committed minimum spend, the Company would not be entitled to the additional rebates and discounts, and any deposit that has been paid may be forfeited or deducted to pay up the additional amount without the benefit of the additional rebates and discounts.

The media may deduct damages from performance security deposit if the Company has breached the agency agreement or authorized agency management rules and conditions formulated by media.

As of December 31, 2025 and 2024, the balances of media deposits were $563,582 and $265,784, respectively.

Operating Leases

Operating Leases

The Company sells and leases back its office in the year ended December 31, 2025. Upon transfer of the office, the transfer of the asset qualifies as a sale because (1) The buyer-lessor obtains control of the office upon the transfer of the asset, (2) the transfer does not involve a repurchase option, and (3) the leaseback does not result in a finance lease. The Company derecognized the office at carrying value and recognized disposal loss at the amount of the difference between the consideration and carrying value, in the account of “other income (loss), net” on the consolidated statements of operations and comprehensive loss.

The leaseback of office is classified as operating leases in accordance with Topic 842. Operating leases are required to record in the balance sheet as right-of-use assets and lease liabilities, initially measured at the present value of the lease payments. The Company has elected the package of practical expedients, which allows the Company not to reassess (1) whether any expired or existing contracts as of the adoption date are or contain a lease, (2) lease classification for any expired or existing leases as of the adoption date, and (3) initial direct costs for any expired or existing leases as of the adoption date. The Company elected the short-term lease exemption as the lease terms are 12 months or less.

At the commencement date, the Company recognizes the lease liability at the present value of the lease payments not yet paid, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate for the same term as the underlying lease.

The right-of-use asset is recognized initially at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred, consisting mainly of brokerage commissions, less any lease incentives received. All right-of-use assets are reviewed for impairment. There was no impairment for right-of-use lease assets as of December 31, 2025.

Property and equipment, net

Property and equipment primarily consist of property, leasehold improvements, office equipment, and electronic equipment, which are stated at cost less accumulated depreciation and impairment losses. Depreciation is calculated using the straight-line method based on the estimated useful life. The useful lives of property and equipment are as follows:


Property		20 years
Office equipment		5 years
Electronic equipment		3 years
Vehicle		4 years
Leasehold improvement		Shorter of useful life or lease term

Expenditures for repairs and maintenance, which do not materially extend the useful lives of the assets, are expensed as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets disposed of or retired are removed from the accounts, and any resulting gain or loss is reflected in the account of “other income or expenses” in the consolidated statement of loss and comprehensive loss.

Intangible assets, net

Purchased intangible assets primarily consist of copyrights and software, which are recognized and measured at fair value upon acquisition. Separately identifiable intangible assets that have determinable lives continue to be amortized over their estimated useful lives using the straight-line method based on their estimated useful lives as. The estimated useful lives of copyrights and software range from 3 to 10 years.

Long-term investment

Long-term investments consist of the following types of investments.

Equity investment without readily determinable fair value measured at Measurement Alternative

The Company elects to record the equity investment in a privately held company, over which the Company had no control or significant influence, using the measurement alternative at cost, less impairment, with subsequent adjustments for observable price changes resulting from orderly transactions for identical or similar investments of the same issuer. Suh equity investment accounted for using the measurement alternative is subject to periodic impairment review. The Company’s impairment analysis considers both qualitative and quantitative factors that may have a significant effect on the fair value of the equity investment. For the years ended December 31, 2025, 2024 and 2023, the Company recorded impairment loss of $nil, $nil, $128,204, respectively, against the long-term investments.

Equity investment accounted for using the equity method

For the year ended December 31, 2023, the Company acquired one equity investment which was accounted for using equity method.

In accordance with ASC 323 “Investments - Equity Method and Joint Ventures”, the Company accounts for the investment using the equity method because the Company has significant influence but does not own a majority equity interest or otherwise have control over the equity investee.

Under the equity method, the Company initially records its investment at cost. The Company’s share of the post-acquisition profits or losses of the equity investee is recognized in the consolidated statements of loss and comprehensive loss, and its share of post-acquisition movements in accumulated other comprehensive income (loss) is recognized in other comprehensive income (loss). The Company records its share of the results of the equity investees on a one-quarter-in-arrears basis. When the Company’s share of losses in the equity investee equals or exceeds its interest in the equity investee, the Company does not recognize further losses, unless the Company has incurred obligations or made payments or guarantees on behalf of the equity investee.

The Company continually reviews its investment in the equity investee to determine whether a decline in fair value below the carrying value is other-than-temporary. The primary factors the Company considers in its determination include the financial condition, operating performance and the prospects of the equity investee; other company specific information such as recent financing rounds; the geographic region, market and industry in which the equity investee operates; and the length of time that the fair value of the investment is below its carrying value. If the decline in fair value is deemed to be other-than-temporary, the carrying value of the equity investee is written down to fair value. For the years ended December 31, 2025, 2024 and 2023, the Company recorded impairment loss of $2,466,065, $nil, $128,204, respectively, against investment in an equity investee.

Impairment of long-lived assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

For the years ended December 31, 2025, 2024 and 2023, no impairment was provided against property and equipment, or intangible assets.

Advertiser deposits

The advertiser deposits represented deposits made by the advertisers who undertake a minimum total advertising spend as a condition for enjoying rebates and discounts. The Company generally requires these advertisers to place deposits with the Company at a percentage (usually up to 10%) of the committed spend, which usually equals to the amount of deposit payable to the media under the corresponding framework agreement with the media specific to such advertiser (see note 2 – media deposits). If the advertiser fails to reach the committed minimum spend upon expiry or termination of the framework agreement; (i) the advertiser would not be entitled to the rebates and discounts under the preferential pricing policy, if any; (ii) the advertiser’s deposit may be forfeited or deducted to pay up the additional amount it should pay without the benefits of rebates or discounts.

As of December 31, 2025 and 2024, the balances of advertiser deposits were $690,781 and $314,578, respectively.

Revenue recognition

The Company recognizes revenues in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”), which establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. In according with ASC 606, revenues are recognized when control of the promised services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.

The Company identified each distinct service, or each series of distinct services that are substantially the same and that have the same pattern of transfer to the customer, as a performance obligation. Transaction price is allocated among different performance obligations identified in one contract, by using expected cost - plus margin approach, if the standalone selling price of each performance obligation is not observable.

The Company applied a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. The Company has no material incremental costs of obtaining contracts with customers that the Company expects the benefit of those costs to be longer than one year, which need to be recognized as assets.

The Company has advertising agency revenues from search engine marketing (“SEM”, a form of online marketing that involves the promotion of websites by increasing their visibility in search engine results pages and search-related products and services) services and non-SEM services, including deployment of in-feed and mobile app ads on other media and social media marketing services in relation to running advertising campaigns on selected social media accounts. The Company acts as an agent between media or their authorized agencies (collectively “publishers”) and advertisers by helping publishers procure advertisers and facilitate ad deployment on their advertising channels, and purchasing ad inventories and advertising services from publishers for advertisers. The Company places orders with publishers as per request from advertisers. Each order is materialized by a contract and explicitly quotes one agency service to arrange for the advertising service to be provided by a third - party publisher for a period of ad term. The Company provides advice and services on advertising strategies and ad optimization to advertisers to improve the effectiveness of their ads, all of which are highly interrelated and not separately identifiable. The Company’s overall promise represents a combined output that is a single performance obligation; there is no multiple performance obligations.

The Company evaluated its advertising agency contracts and determined that it was not acting as principal in these arrangements with publishers and advertisers since it never takes control of the ad inventories at any time. The Company collects the costs of purchasing ad inventories and advertising services from advertisers on behalf of publishers. The Company generates advertising agency revenues either by charging additional fees to advertisers or receiving rebates and incentives offered by publishers. Accordingly, both advertisers and publishers can be identified as customers, depending on the revenue model applicable to the relevant services.

The Company recognizes revenues on a net basis, which equal to: (i) rebates and incentives offered by publishers, netting the rebates to advertises (if any); and (ii) net fees from advertisers.

Rebates and incentives offered by publishers

Rebates and incentives offered by publishers are determined based on the contract terms with publishers and their applicable rebate policies, which typically in the form of across-the-board standard-rate rebates, differential standard-rate rebates and progressive-rate rebates. Rebates and incentives offered by publishers are accounted for as variable consideration. The Company accrues and recognizes revenues in the form of rebates and incentives based on its evaluation as to whether the contractually stipulated thresholds of advertising spend are likely to being reached, or other benchmarks or certain prescribed classification are likely to being qualified (e.g. the number of new advertisers secured, growth in actual advertising spend), and to the extent that a significant reversal of cumulative revenue would not occur in future periods. These evaluations are based on the past experience and regularly monitoring of various performance factors set within the rebate policies (e.g. accumulated advertising spend, number of new advertisers). At the end of each subsequent reporting period, the Company re-evaluates the probability of achieving such advertising spend volume and any related constraint, and if necessary, adjusts the estimate of the amount of rebates and incentives. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. The rebates and incentives are generally ascertained and settled on a quarterly or annual basis. Historically, adjustments to the estimations for the actual amounts have been immaterial. These rebates and incentives take the form of cash which, when paid, are applied to set off accounts payable with the relevant publishers or settled separately; or can be in the form of ad currency units which will be deposited in the account in the back-end platform of the media and can then be utilized to acquire their ad inventory.

The Company may offer rebates to advertisers on a case - by - case basis, generally with reference to the rebates and incentives offered by publishers, the advertiser’s committed total spend, and the business relationships with such advertiser. The rebates offered by the Company to advertisers are in the form of cash discounts or ad currency units that can be utilized to acquire ad inventory from relevant media, both of which are account for as a deduction of revenues.

Net fees from advertisers

Net fees from advertisers are the difference between the gross billing amount charged to the advertisers and the costs of purchasing ad inventories and advertising services on their behalf.

The publishers do not receive the benefits from the Company’s facilitation services until the publishers deliver advertising services to the advertisers. The Company recognizes advertising agency revenues when it transfers the control of the facilitation service commitments, i.e., when the publishers deliver advertising services to the advertisers. Under the cost per click (“CPC”) and cost per acquisition (“CPA”) pricing model of media, the Company recognizes revenues at the point of time as the publishers deliver advertising services at the point in time. Under the cost per time (“CPT”) pricing model of media, the publishers deliver advertising services over time when the advertising links are displayed over the contract periods, and therefore the Company recognizes revenue on a straight-line basis over the contracted display period. During the years ended December 31, 2025, 2024 and 2023, revenues from the advertising services under CPT pricing model that the Company arranged are immaterial.

The Company records revenues and costs on a net basis and the related accounts receivable and payable amounts on a gross basis.

The gross billing amounts charged to the advertisers are collected either in advance to provision of services or after the services. Accounts receivable represent the gross billing charged to advertisers that the Company has an unconditional right to consideration (including billed and unbilled amount) when the Company has satisfied its performance obligation. Payment terms and conditions of accounts receivables vary by customers, and terms typically include a requirement for payment within a period from three to six months. The Company has determined that all the contracts generally do not include a significant financing component. The Company does not have any contract assets since revenue is recognized when control of the promised services is transferred and the payment from customers is not contingent on a future event. In cases where the gross billing amounts are collected in advance, the amounts are recorded as “advance from advertisers” in the condensed consolidated balance sheets. Advance from advertisers related to unsatisfied performance obligations at the end of the year is recognized as revenue when the Company delivers the services to its advertisers. The fees are non-refundable. In cases where amounts are collected after the services, accounts receivable are recognized upon delivery of ad inventories and advertising services to the advertisers. The gross billing amounts are determinable at the inception of the services.

The cost of purchasing ad inventories and advertising services is recorded as accounts payable or a deduction against prepayments in cases where prepayments are required by the publishers.


	For the Years Ended
	December 31,
	2025		2024		2023
Nature of Revenue:
Rebates and incentives offered by publishers	$	488,692	$	402,462	$	887,038
Net fees from advertisers		80,301		221,625		34,796
Total	$	568,993	$	624,087	$	921,834

Category of Revenue:
SEM services	$	43,619	$	21,536	$	559,307
Non-SEM services		525,374		602,551		362,527
Total	$	568,993	$	624,087	$	921,834

Value added taxes

The Company’s PRC subsidiaries are subject to value added tax (“VAT”) and related surcharges based on gross service price depending on the type of services provided in the PRC (“output VAT”), and the VAT may be offset by VAT paid by the Company on service purchases (“input VAT”). The applicable rate of output VAT or input VAT for the Company is 6%. Gross billing charged to advertisers, which is reflected as accounts receivable on gross basis in the consolidated balance sheet, is subject to output VAT at a rate of 6% and subsequently paid to PRC tax authorities after netting input VAT on purchases incurred during the period. The Company’s revenues are presented net of costs of purchasing ad inventories and services paid on behalf of advertisers, VAT collected on behalf of PRC tax authorities and its related surcharges; the VAT is not included in the consolidated statements of loss and comprehensive loss.

Cost of revenues

Cost of revenues related to advertising agency is primarily personnel related costs and business taxes. These costs are expensed as incurred.

Income taxes

The Company accounts for income taxes in accordance with the U.S. GAAP for income taxes. Under the asset and liability method as required by this accounting standard, the recognition of deferred income tax liabilities and assets for the expected future tax consequences of temporary differences between the income tax basis and financial reporting basis of assets and liabilities. Provision for income taxes consists of taxes currently due plus deferred taxes. The charge for taxation is based on the results for the year as adjusted for items which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis. Deferred tax assets are recognized to the extent that it is probable that taxable income to be utilized with prior net operating loss carried forwards. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. The Company does not believe that there was any uncertain tax position as of December 31, 2025 and 2024. As of December 31, 2025, income tax returns for the tax years ended December 31, 2020 through December 31, 2024 remain open for statutory examination.

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 share is computed by dividing net income attributable to ordinary shareholders by the sum of the weighted average number of ordinary share outstanding and of potential ordinary share (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary share that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted loss per share. For the years ended December 31, 2025, 2024 and 2023, the Company had no dilutive shares.

Foreign currency translation

The reporting currency of the Company is U.S. dollars (“US$” or “$”) and the accompanying consolidated financial statements have been expressed in US$. The functional currency of the Company’s PRC subsidiaries is the Chinese Yuan (“RMB”). The functional currency of the Company’s other subsidiaries is the US$. The Company’s consolidated financial statements have been translated into the reporting currency U.S. dollars. Assets and liabilities of the Company are translated at the exchange rate at each reporting period end date. Equity is translated at historical rates. Income and expense accounts are translated at the average rate of exchange during the reporting period. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheet. The resulting translation adjustments are reported under other comprehensive income (loss). Gains and losses resulting from the translations of foreign currency transactions and balances are reflected in the results of operations.

The following table outlines the currency exchange rates that were used in creating the consolidated financial statements in this report:


		December 31,		December 31,
		2025		2024
Year-end spot rate		6.9931		7.2993

Fair value of financial instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of the fair value hierarchy are described below:

Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value.

Financial instruments of the Company primarily comprised current assets and current liabilities including cash and cash equivalents, short-term investments, accounts receivable, third party and related party, media deposits, other receivables, accounts payables, advertiser deposits, other payables, and due to related parties. Warrant liabilities (Note 13) were measured at fair value using unobservable inputs and categorized in Level 3 of the fair value hierarchy.

As of December 31, 2025 and 2024, the carrying values of other financial instruments approximated to their fair values because of the short-term nature of these instruments.

Segment Reporting

The Company uses the management approach to determine operating segment. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (‘‘CODM’’) for making decisions, allocation of resources and assessing performance. The Company’s CODM has been identified as the Chief Executive Officer who reviews the consolidated net income when making decisions about allocating resources and assessing performances of the Company.

The CODM assesses performance and decides how to allocate resources for our one operating segment based on consolidated net income that is reported on the consolidated statements of operations. Further, the Company has also evaluated the significant segment expenses incurred by our single segment and regularly provided to the CODM. The significant segment expenses provided to the CODM are consistent with those reported on the consolidated statements of operations and include cost of sales, selling, general and administrative, and income taxes. The CODM uses these metrics to make key operating decisions such as: approving a new service launch strategy, making significant capital expenditures, approving the design of key commercialization strategies, decisions about key personnel, and approving annual operating and capital budgets. The CODM considers budget-to-actual variances and year over year performance when making decisions supporting capital resource allocation.

Since the Company operates in one reportable segment, all financial information required can be found in the consolidated financial statements.

Concentration and credit risk

Substantially all of the Company’s operating activities are transacted into RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either through the People’s Bank of China or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the People’s Bank of China. Approval of foreign currency payments by the People’s Bank of China or other regulatory institutions require submitting a payment application form together with suppliers’ invoices, shipping documents and signed contracts.

The Company maintains certain bank accounts in the PRC, Hong Kong and Cayman Islands, which are not insured by Federal Deposit Insurance Corporation (“FDIC”) insurance or other insurance. As of December 31, 2025 and 2024, $1,089,406 and $1,400,025 of the Company’s cash were on deposit at financial institutions in the PRC, respectively. Each bank account in Mainland China is insured by the government authority with the maximum limit of RMB 500,000 (equivalent to approximately $68,500).

Accounts receivable are typically unsecured and derived from services rendered to advertisers that are located primarily in China, thereby exposed to credit risk. The risk is mitigated by the Company’s assessment of advertisers’ creditworthiness and its ongoing monitoring of outstanding balances. The Company has a concentration of its receivables with specific advertisers. As of December 31, 2025, two advertisers accounted for 43.4% and 38.1% of accounts receivable, respectively. As of December 31, 2024, four advertisers accounted for 23.1%, 21.2%, 15.8% and 12.3% of accounts receivable, respectively.

For the fiscal year ended December 31, 2025, three customers accounted for 43.0% 19.3% and 16.6% of total revenue, respectively. For the fiscal year ended December 31, 2024, three customers accounted for 47.7%, 19.3% and 15.6% of total revenue, respectively. For the fiscal year ended December 31, 2023, two customers accounted for 47.7% and 12.2% of our total revenue, respectively.

As of December 31, 2025 and 2024, one and one publisher accounted for 82.3% and 86.6% of the total accounts payable balance, respectively. For the fiscal year ended December 31, 2025, one publisher accounted for 93.0% of total purchase. For the fiscal year ended December 31, 2024, two publishers accounted for 70.7% and 23.7% of total purchase, respectively. For the fiscal year ended December 31, 2023, two publishers accounted for 59.9% and 25.1% of total purchase, respectively.

Recently adopted and issued accounting pronouncements

Recently adopted accounting standards

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic ASC 280) Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The ASU improves reportable segment disclosure requirements, primarily through enhanced disclosure about significant segment expenses. The enhancements under this update require disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, require disclosure of other segment items by reportable segment and a description of the composition of other segment items, require annual disclosures under ASC 280 to be provided in interim periods, clarify use of more than one measure of segment profit or loss by the CODM, require that the title of the CODM be disclosed with an explanation of how the CODM uses the reported measures of segment profit or loss to make decisions, and require that entities with a single reportable segment provide all disclosures required by this update and required under ASC 280. The Company adopted ASU 2023-07 for the annual period ended December 31, 2024, retrospectively to all periods presented in the consolidated financial statement. The adoption of this standard did not have a material impact to our results of operations, cash flows or financial condition.

Recently issued accounting pronouncements

The Company is an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, EGC can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. As a result, the Company’s operating results and financial statements may not be comparable to the operating results and financial statements of other companies who have adopted the new or revised accounting standards.

In July 2025, the FASB issued ASU 2025-05, which amends ASC 326-20 to provide a practical expedient for all entities which elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset in developing reasonable and supportable forecasts as part of estimating expected credit losses, and an accounting policy election for all entities, other than a public business entity, that elect the practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. Under ASU 2025-05, an entity is required to disclose whether it has elected to use the practical expedient and, if so, whether it has also applied the accounting policy election. An entity that makes the accounting policy election is required to disclose the date through which subsequent cash collections are evaluated. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. Entities should apply the new guidance prospectively. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact.

In January 2025, the FASB issued ASU 2025-01, “Income Statement – Comprehensive Income – Expense Disaggregation Disclosure (Subtopic 220-40): Clarifying the Effective Date.” This pronouncement revises the effective date of ASU 2024-03 and clarifies that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Entities within the ASU’s scope are permitted to early adopt the accounting standard update. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact.

In December 2023, the FASB issued ASU 2023-09, which is an update to Topic 740, Income Taxes. The amendments in this update related to the rate reconciliation and income taxes paid disclosures improve the transparency of income tax disclosures by requiring (1) adding disclosures of pretax income (or loss) and income tax expense (or benefit) to be consistent with U.S. Securities and Exchange Commission (SEC) Regulation S-X 210.4-08(h), Rules of General Application—General Notes to Financial Statements: Income Tax Expense, and (2) removing disclosures that no longer are considered cost beneficial or relevant. For public business entities, the amendments in this Update are effective 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. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this Update should be applied on a prospective basis. Retrospective application is permitted. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact.

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated financial position, statements of loss and cash flows.

DEPOSITS DUE FROM A THIRD PARTY (Details)	1 Months Ended		12 Months Ended
DEPOSITS DUE FROM A THIRD PARTY (Details)	Nov. 30, 2023 USD ($)	Nov. 30, 2023 CNY (¥)	Dec. 31, 2025 USD ($)	Dec. 31, 2025 CNY (¥)
DEPOSITS DUE FROM A THIRD PARTY
Cancellation of funding deposits				¥ 10,000,000
Collection of the deposits				¥ 20,000,000
Impairment of deposit for a long-term investment \| $			$ 2,782,609
Nanjing Yunbei
DEPOSITS DUE FROM A THIRD PARTY
Impairment of deposit for a long-term investment \| $			$ 2,782,609
Asset Merger and Acquisition Security Deposit Agreement \| Nanjing Yunbei
DEPOSITS DUE FROM A THIRD PARTY
Deposits made to a third party for future business combination	$ 2,554,539	¥ 20,000,000
Remaining deposit to be made into custodian account		¥ 10,000,000
Deposit period	12 months	12 months

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

INCOME TAXES - Additional details (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
INCOME TAXES
Valuation allowance	$ 6,418,441	$ 4,539,137
Net operating losses carryforwards
INCOME TAXES
Valuation allowance	$ 5,069,796	$ 4,539,137

LONG-TERM INVESTMENTS

12 Months Ended

Dec. 31, 2025

LONG-TERM INVESTMENTS

LONG-TERM INVESTMENTS

11.LONG-TERM INVESTMENTS

As of December 31, 2025 and 2024, long-term investments consisted of the following:


		December 31,			December 31,
		2025			2024
Equity investment without readily determinable fair value measured at Measurement Alternative (a)		$	2,672,950		$	2,560,822
Equity investment accounted for using the equity method (b)			2,144,971			4,015,866
		$	4,817,921		$	6,576,688

(a)	As of December 31, 2025 and 2024, the equity investment without readily determinable fair value measured at Measurement Alternative consisted of the following:

11.LONG-TERM INVESTMENTS (CONTINUED)


		December 31,			December 31,
		2025			2024
Beijing Qucheng Technology Co., Ltd. (“Qucheng”)		$	1,242,969		$	1,190,828
Beijing Xinrong Fanxing Technology Co., Ltd. (“Xinrong Fanxing”)			1,429,981			1,369,994
		$	2,672,950		$	2,560,822

In January 2023, Beijing Baosheng closed an acquisition of 12% equity interest in Beijing Qucheng Technology Co., Ltd. (“Qucheng”) at cash consideration of RMB9,600,000, or $1,397,119. The Company made cash consideration of $564,900 and $832,219, respectively, in January 2023 and December 2022. The Company accounted for the transaction as an investment in privately held investment using the measurement alternative at cost, less impairment, with subsequent adjustments for observable price changes resulting from orderly transactions for identical or similar investments of the same issuer. As of December 31, 2025 and 2024, the Company did not identify orderly transactions for similar investments of the investees and the Company did not record upward or downward adjustments. For the year ended December 31, 2023, the Company provided impairment of $128,204 against investment in Qucheng as assessed that the Company’s share of fair value was below the investment as of December 31, 2023. As of December 31, 2025 and 2024, the Company did not identify indicators that the Company’s share of fair value was below the investment and did not provide impairment against investment in Qucheng.

In February 2021, the Company acquired 10% equity interest in Beijing Xinrong Fanxing Technology Co., Ltd. (“Xinrong Fanxing”) at cash consideration of RMB 10,000,000, or $1,550,195. The Company accounted for the transaction as an investment in privately held investment using the measurement alternative at cost, less impairment, with subsequent adjustments for observable price changes resulting from orderly transactions for identical or similar investments of the same issuer. As of December 31, 2025 and 2024, the Company did not identify orderly transactions for similar investments, or impairment indicators of the investees, and the Company did not record upward or downward adjustments or impairment against the investment in Xinrong Fanxing.

(b)

As of December 31, 2025 and 2024, the equity investment accounted for using the equity method represented investment in Guangzhou Shanxingzhe Technology Investment LLP (“Shanxingzhe”). In June 2023, Beijing Xunhuo closed acquisition of 42.85% equity interest in Shanxingzhe, at cash consideration of RMB30,000,000, or $4,236,750. In May 2023, Beijing Xunhuo fully paid the cash consideration.

Shanxingzhe is primarily engaged in investment in advertisement entities. The investment in Shanxingzhe is to diversify the Company’s advertising business. Beijing Xunhuo is able to exercise significant influence over Shanxingzhe and accounted for the equity investment using equity method. For the years ended December 31, 2025, 2024 and 2023, equity investment gain (loss) of $474,689, $(86,405) and $(9,214) was recognized in the account of “other income, net” in the consolidated statements of operations and comprehensive loss. For the years ended December 31, 2024 and 2023, the Company did not note other-than-temporary decline in fair value below the carrying value of the investment and did not accrue impairment against the investment in Shanxingzhe.

In December 2025, the Board approved the disposition of Company’s 42.8571% equity interest in Shanxingzhe with located buyer. Accordingly the management provided impairment of $2,466,065 to reflect the estimated selling price, which was further evidenced by a selling agreement signed in April 2026 at a consideration of $2,144,971.

Subsequent on April 4, 2026, Beijing Xunhuo, Guangzhou Yichuanghui Enterprise Management Consulting Co., Ltd. (the “Purchaser”), and Shanxingzhe entered into a Partnership Interest Transfer Agreement (the “Transfer Agreement”), pursuant to which Beijing Xunhuo agreed to sell, assign, and transfer its 42.8571% partnership interest in Shanxingzhe to the Purchaser for cash consideration of $2,144,971 (RMB15,000,000).

GOING CONCERN (Details)	1 Months Ended				12 Months Ended
GOING CONCERN (Details)	Apr. 30, 2026 USD ($)	Apr. 30, 2026 CNY (¥)	Jun. 30, 2023 USD ($)	Jun. 30, 2023 CNY (¥)	Dec. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)
GOING CONCERN
Net loss					$ 12,021,649	$ 26,871,234	$ 1,845,170
Cash outflow in operating activities					(2,260,994)	(1,520,419)	2,259,466
Current Assets					6,878,578	12,712,574
Cash and cash equivalents					1,265,845	1,480,528
Accounts receivable, net					4,575,267	3,663,506
Short-term investments					368,253	1,326,241
Proceeds from bank borrowings					1,128,348	$ 694,859	$ 2,259,600
Property owned and raised cash					$ 779,130
Bank borrowings term					1 year
Shanxingzhe
GOING CONCERN
Partnership interest			42.85%	42.85%	42.8571%
Cash consideration for equity method investment			$ 4,236,750	¥ 30,000,000
Subsequent event \| Beijing Xunhuo \| Shanxingzhe
GOING CONCERN
Partnership interest	42.8571%	42.8571%
Subsequent event \| Beijing Xunhuo \| Shanxingzhe
GOING CONCERN
Cash consideration for equity method investment	$ 2,200,000	¥ 15,000,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2025

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

Use of estimates

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Cash and cash equivalents

Short-term investments

Short-term investments consist investments in trading securities.

Accounts receivable, net

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Prepayments

Prepayments (cont.)

Media deposits

The media may deduct damages from performance security deposit if the Company has breached the agency agreement or authorized agency management rules and conditions formulated by media.

As of December 31, 2025 and 2024, the balances of media deposits were $563,582 and $265,784, respectively.

Operating Leases

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Property and equipment, net


Property		20 years
Office equipment		5 years
Electronic equipment		3 years
Vehicle		4 years
Leasehold improvement		Shorter of useful life or lease term

Intangible assets, net

Long-term investment

Long-term investments consist of the following types of investments.

Equity investment without readily determinable fair value measured at Measurement Alternative

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Long-term investment (cont.)

Equity investment accounted for using the equity method

For the year ended December 31, 2023, the Company acquired one equity investment which was accounted for using equity method.

Impairment of long-lived assets

For the years ended December 31, 2025, 2024 and 2023, no impairment was provided against property and equipment, or intangible assets.

Advertiser deposits

As of December 31, 2025 and 2024, the balances of advertiser deposits were $690,781 and $314,578, respectively.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue recognition

The Company recognizes revenues on a net basis, which equal to: (i) rebates and incentives offered by publishers, netting the rebates to advertises (if any); and (ii) net fees from advertisers.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue recognition (cont.)

Rebates and incentives offered by publishers

Net fees from advertisers

Net fees from advertisers are the difference between the gross billing amount charged to the advertisers and the costs of purchasing ad inventories and advertising services on their behalf.

The Company records revenues and costs on a net basis and the related accounts receivable and payable amounts on a gross basis.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue recognition (cont.)

Net fees from advertisers (cont.)

The cost of purchasing ad inventories and advertising services is recorded as accounts payable or a deduction against prepayments in cases where prepayments are required by the publishers.


	For the Years Ended
	December 31,
	2025		2024		2023
Nature of Revenue:
Rebates and incentives offered by publishers	$	488,692	$	402,462	$	887,038
Net fees from advertisers		80,301		221,625		34,796
Total	$	568,993	$	624,087	$	921,834

Category of Revenue:
SEM services	$	43,619	$	21,536	$	559,307
Non-SEM services		525,374		602,551		362,527
Total	$	568,993	$	624,087	$	921,834

Value added taxes

Cost of revenues

Cost of revenues related to advertising agency is primarily personnel related costs and business taxes. These costs are expensed as incurred.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Income taxes

Loss per share

Foreign currency translation

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Foreign currency translation (cont.)

The following table outlines the currency exchange rates that were used in creating the consolidated financial statements in this report:


		December 31,		December 31,
		2025		2024
Year-end spot rate		6.9931		7.2993

Fair value of financial instruments

Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value.

As of December 31, 2025 and 2024, the carrying values of other financial instruments approximated to their fair values because of the short-term nature of these instruments.

Segment Reporting

Since the Company operates in one reportable segment, all financial information required can be found in the consolidated financial statements.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Concentration and credit risk

Recently adopted accounting standards

Recently issued accounting pronouncements

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recently issued accounting pronouncements (cont.)

EARNINGS PER SHARE (Tables)

12 Months Ended

Dec. 31, 2025

EARNINGS PER SHARE

Schedule of computation of basic and diluted loss per common share


	For the Years Ended
	December 31,
	2025		2024		2023
Net Loss	$	(12,021,649)	$	(26,871,234)	$	(1,845,170)

Weighted average number of ordinary shares outstanding
Basic and Diluted		1,534,487		1,534,487		1,534,487

Loss per share
Basic and Diluted	$	(7.83)	$	(17.51)	$	(1.20)

RELATED PARTY TRANSACTIONS AND BALANCES (Tables)

12 Months Ended

Dec. 31, 2025

Schedule of nature of relationships with related parties


Name		Relationship with the Company
Horgos Zhijiantiancheng Technology Co., Ltd. (“Horgos Zhijiantiancheng”)		Controlled by EJAM Media Technology Group Holding Co., Ltd. (“EJAM Group”), which indirectly held a 6.8% equity interest in the Company, and ceased to be a related party of the Company since January 2024 when EJAM sold equity interest in the Company.
Anruitai Investment Limited (“Anruitai”)		22.4% shareholder of the Company
Sheng Gong		A director of the Company and 10% shareholder of Anruitai
Wenxiu Zhong		90% shareholder of Anruitai

Schedule of transactions with related parties


	For the Years Ended
	December 31,
	2025		2024		2023
Services purchased from related parties
Horgos Zhijiantiancheng	$	—	$	—	$	161,264
	$	—	$	—	$	161,264
Loans made to related parties
Anruitai	$	2,053	$	—	$	—
Sheng Gong		—		—		1,412
	$	2,053	$	—	$	1,412
Repayment of loans from a related party
Sheng Gong	$	—		1,390	$	—
	$	—		1,390	$	—

Schedule of balances due from a related party


		December 31,			December 31,
		2025			2024
Due from related parties
Anruitai Investment Limited		$	30,666		$	28,667
		$	30,666		$	28,667

Schedule of balances due to a related party


		December 31,			December 31,
		2025			2024
Due to related parties
Wenxiu Zhong		$	—		$	3,566
		$	—		$	3,566

Document and Entity Information - shares	12 Months Ended
Document and Entity Information - shares	Dec. 31, 2025	Dec. 31, 2024
Document and Entity Information
Document Type	20-F
Document Registration Statement	false
Document Annual Report	true
Document Period End Date	Dec. 31, 2025
Document Transition Report	false
Document Shell Company Report	false
Entity File Number	001-39977
Entity Registrant Name	Baosheng Media Group Holdings Ltd
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	East Floor 5
Entity Address, Address Line Two	Building No. 8, Xishanhui
Entity Address, Address Line Three	Shijingshan District
Entity Address, City or Town	Beijing
Entity Address, Postal Zip Code	100041
Entity Address, Country	CN
Title of 12(b) Security	Ordinary Shares, par value $0.0096 per share
Trading Symbol	BAOS
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding	1,534,487
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Emerging Growth Company	true
Entity Filer Category	Non-accelerated Filer
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Document Accounting Standard	U.S. GAAP
Entity Shell Company	false
Entity Central Index Key	0001811216
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	FY
Amendment Flag	false
Auditor Name	GGF CPA LTD	YCM CPA INC.
Auditor Location	Guangzhou, the People’s Republic of China	Irvine, California
Auditor Firm ID	2729	6781
Business Contact
Document and Entity Information
Entity Address, Address Line One	East Floor 5
Entity Address, Address Line Two	Building No. 8, Xishanhui
Entity Address, Address Line Three	Shijingshan District
Entity Address, City or Town	Beijing
Entity Address, Postal Zip Code	100041
Entity Address, Country	CN
Contact Personnel Name	Lina Jiang
Country Region	86
City Area Code	010
Local Phone Number	82088021

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY ONLY - Condensed balance sheets (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Current Assets
Cash and cash equivalents	$ 1,265,845	$ 1,480,528
Due from related parties	$ 30,666	$ 28,667
Other Receivable, after Allowance for Credit Loss, Current, Related Party [Extensible Enumeration]	Related Party [Member]	Related Party [Member]
Other current assets	$ 74,965	$ 2,592,048
Total Current Assets	6,878,578	12,712,574
Total Assets	12,415,761	21,247,962
Current Liabilities
Accrued expenses and other liabilities	1,489,693	791,780
Total Liabilities	9,128,449	6,424,204
Commitments and Contingencies
Shareholders' Equity
Ordinary Share (par value $0.0096 per share, 1,000,000,000 shares authorized; 1,534,487 shares issued and outstanding at December 31, 2025 and 2024, respectively)	14,731	14,731
Additional paid-in capital	41,564,418	41,564,418
Accumulated deficits	(35,480,426)	(23,458,777)
Accumulated other comprehensive loss	(3,709,544)	(4,194,747)
Total Shareholders' Equity	3,287,312	14,823,758	$ 42,360,111	$ 45,436,625
Total Liabilities and Shareholders' Equity	12,415,761	21,247,962
Reportable entity \| Parent Company
Current Assets
Cash and cash equivalents	170,657	73,436
Due from related parties	$ 30,666	$ 57,661
Other Receivable, after Allowance for Credit Loss, Current, Related Party [Extensible Enumeration]	Related Party [Member]	Related Party [Member]
Other current assets	$ 22,370	$ 193,422
Total Current Assets	223,693	324,519
Amounts due from subsidiaries	$ 34,022,356	$ 34,909,475
Other Receivable, after Allowance for Credit Loss, Noncurrent, Related Party [Extensible Enumeration]	Related Party [Member]	Related Party [Member]
Total Assets	$ 34,246,049	$ 35,233,994
Current Liabilities
Accrued expenses and other liabilities	986,734	361,961
Deficits in investments in subsidiaries	29,972,003	20,048,275
Total Liabilities	30,958,737	20,410,236
Commitments and Contingencies
Shareholders' Equity
Ordinary Share (par value $0.0096 per share, 1,000,000,000 shares authorized; 1,534,487 shares issued and outstanding at December 31, 2025 and 2024, respectively)	14,731	14,731
Additional paid-in capital	41,564,418	41,564,418
Accumulated deficits	(34,582,293)	(22,560,644)
Accumulated other comprehensive loss	(3,709,544)	(4,194,747)
Total Shareholders' Equity	3,287,312	14,823,758
Total Liabilities and Shareholders' Equity	$ 34,246,049	$ 35,233,994

CONTINGENCIES (Details) $ in Millions	Jun. 03, 2025 USD ($) defendant plaintiff case	Jun. 03, 2025 CNY (¥) defendant plaintiff case	Mar. 01, 2024 plaintiff	Mar. 17, 2021 USD ($) plaintiff shares
CONTINGENCIES
Number of Plaintiffs \| plaintiff	3	3
Number of Defendants \| defendant	5	5
Amount claimed for damages	$ 6.6	¥ 47,249,848
Number of cases filed \| case	3	3
Case One \| ¥		¥ 12,245,087
Case Two \| ¥		14,001,912
Case Three \| ¥		¥ 21,002,849
Lawsuit with United States District Court of the Southern District of New York
CONTINGENCIES
Number of Plaintiffs \| plaintiff			3	2
Number of ordinary share in each unit				1,960,784
Number of shares per unit				1
Number of warrants per unit				1
Number of shares issuable per warrant				1.5
Aggregate purchase price \| $				$ 10.0

WARRANT LIABILITIES - Narrative details (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2023	Dec. 31, 2024	Mar. 21, 2023	Mar. 18, 2021
WARRANT LIABILITIES
Exercise price (in dollars per share)				$ 107.71
Liquidated damages upon failure to deliver	$ 1,000
Volume weighted average price of the ordinary shares, per trading day	$ 10
Volume weighted average price of the ordinary shares, from fifth trading day	$ 20
Changes in fair value of warrant liabilities		$ (832)
Private placement
WARRANT LIABILITIES
Number of warrants issued					112,610
Class of Warrant or Right, Outstanding	112,610		112,610

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and equipment, net (Details)	Dec. 31, 2025
Property
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Useful lives of property and equipment	20 years
Office equipment
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Useful lives of property and equipment	5 years
Electronic equipment
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Useful lives of property and equipment	3 years
Vehicle
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Useful lives of property and equipment	4 years
Leasehold improvement
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Useful lives of lease improvement	us-gaap:UsefulLifeShorterOfTermOfLeaseOrAssetUtilityMember

OPERATING LEASE

12 Months Ended

Dec. 31, 2025

OPERATING LEASE

OPERATING LEASE

9.OPERATING LEASE

In connection with sales of properties in July 2025 (Note 7), the Company lease back a portion of the sold properties for a lease term of three years, for consideration of $209,089 (RMB 1,502,828). The consideration was settled at the inception of the lease arrangement. The leaseback transaction was accounted for an operating lease. The Company considers those renewal or termination options that are reasonably certain to be exercised in the determination of the lease term and initial measurement of right of use assets and lease liabilities. Lease expense for lease payment is recognized on a straight-line basis over the lease term.

The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the leases do not provide a readily determinable implicit rate. Therefore, the Company discount lease payments based on an estimate of the incremental borrowing rate. As of December 31, 2025, the Company had no lease liabilities, because the lease payments were settled at the inception of the lease arrangement.

For operating leases that include rent holidays and rent escalation clauses, the Company recognizes lease expense on a straight-line basis over the lease term from the date it takes possession of the leased property. The Company records the straight-line lease expense and any contingent rent, if applicable, in general and administrative expenses on the consolidated statements of operations and comprehensive (loss) income. The corporate office lease also requires the Company to pay real estate taxes, common area maintenance costs and other occupancy costs which are included in the general and administrative expenses on the consolidated statements of operations and comprehensive income (loss).

As of December 31, 2025, the Company had right-of-use assets of $194,207, which would be amortized in straight-line over the remaining lease term of 2.7 years.

Operating lease expenses was $53,285, $nil and $nil, respectively, for the years ended December 31, 2025, 2024 and 2023, among which $33,151, $nil and $nil were incurred for short-term leases.

PROPERTY AND EQUIPMENT, NET - Additional Information (Details)	1 Months Ended		12 Months Ended
	Jul. 31, 2025 USD ($)	Jul. 31, 2025 CNY (¥)	Dec. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)
PROPERTY AND EQUIPMENT, NET
Proceeds from disposal of property and equipment			$ 779,130
Non-cash portion of consideration offset against lease payments	$ 209,089	¥ 1,502,828
Accumulated depreciation			$ 369,049	$ 760,608
Beijing Xunhuo
PROPERTY AND EQUIPMENT, NET
Total consideration received from the sale of property	988,220	7,102,828
Proceeds from disposal of property and equipment	779,130	5,600,000
Non-cash portion of consideration offset against lease payments	$ 209,089	¥ 1,502,828
Lease term	3 years	3 years
Property
PROPERTY AND EQUIPMENT, NET
Total consideration received from the sale of property	$ 988,220
Loss from disposal				578,553
Cost of property	1,173,368			760,615
Accumulated depreciation	157,916			185,755
Leasehold improvement
PROPERTY AND EQUIPMENT, NET
Cost of electronic equipment	475,998
Accumulated depreciation	369,648
Electronic equipment
PROPERTY AND EQUIPMENT, NET
Total consideration received from the sale of property	988,220
Loss from disposal				578,553	$ 6,991
Cost of electronic equipment				18,122	9,638
Accumulated depreciation				17,007	3,052
Office equipment
PROPERTY AND EQUIPMENT, NET
Loss from disposal	$ 133,582			578,553	6,991
Cost of office equipment				8,325	866
Accumulated depreciation				$ 5,747	$ 480

RELATED PARTY TRANSACTIONS AND BALANCES

12 Months Ended

Dec. 31, 2025

RELATED PARTY TRANSACTIONS AND BALANCES

17.RELATED PARTY TRANSACTIONS AND BALANCES

1)Nature of relationships with related parties


Name		Relationship with the Company
Horgos Zhijiantiancheng Technology Co., Ltd. (“Horgos Zhijiantiancheng”)		Controlled by EJAM Media Technology Group Holding Co., Ltd. (“EJAM Group”), which indirectly held a 6.8% equity interest in the Company, and ceased to be a related party of the Company since January 2024 when EJAM sold equity interest in the Company.
Anruitai Investment Limited (“Anruitai”)		22.4% shareholder of the Company
Sheng Gong		A director of the Company and 10% shareholder of Anruitai
Wenxiu Zhong		90% shareholder of Anruitai

2)Transactions with related parties


	For the Years Ended
	December 31,
	2025		2024		2023
Services purchased from related parties
Horgos Zhijiantiancheng	$	—	$	—	$	161,264
	$	—	$	—	$	161,264
Loans made to related parties
Anruitai	$	2,053	$	—	$	—
Sheng Gong		—		—		1,412
	$	2,053	$	—	$	1,412
Repayment of loans from a related party
Sheng Gong	$	—		1,390	$	—
	$	—		1,390	$	—

17.RELATED PARTY TRANSACTIONS AND BALANCES (CONTINUED)

3)Balances with related parties

As of December 31, 2025 and 2024, the balances due from related parties were as follows:


		December 31,			December 31,
		2025			2024
Due from related parties
Anruitai Investment Limited		$	30,666		$	28,667
		$	30,666		$	28,667

As of December 31, 2025 and 2024, the balances due to related parties were as follows:


		December 31,			December 31,
		2025			2024
Due to related parties
Wenxiu Zhong		$	—		$	3,566
		$	—		$	3,566

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Intangible assets, net and Long-term investment, Impairment of long-lived assets (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Impairment of long-term investments	$ 2,466,065	$ 0	$ 128,204
Impairment of long-term investments	0	0	128,204
Impairment of property and equipment	0	0	0
Impairment of intangible assets	$ 0	$ 0	$ 0
Software \| Minimum
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Useful lives of intangible assets	3 years
Software \| Maximum
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Useful lives of intangible assets	10 years
Copyrights \| Minimum
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Useful lives of intangible assets	3 years
Copyrights \| Maximum
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Useful lives of intangible assets	10 years

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2025

INCOME TAXES

Summary of reconciliation of the statutory tax rate to the effective tax rate


		For the Years Ended
		December 31,
		2025		2024			2023
PRC statutory income tax rate		25	%	$	25	%	25	%
Impact of different income tax rates in other jurisdictions		(9.1)	%		(2.2)	%	(4.7)	%
Effect of preferential tax rate(a)		(0.2)	%		(16.4)	%	(20.2)	%
Effect of non-deductible expenses		(0.3)	%		(0.2)	%	(1.9)	%
Effect of change in valuation allowance		(15.4)	%		(6.2)	%	1.8	%
Effective tax rate		0.0	%	$	0.0	%	0.0	%

(a)	The Company’s subsidiaries, Horgos Baosheng, Kashi Baosheng and Baosheng Technology are subject to a favorable tax rate of 0%. For the years ended December 31, 2025, 2024 and 2023, no tax saving resulted from the favorable tax rate.

Summary of deferred tax assets


		December 31,			December 31,
		2025			2024
Net operating losses carryforwards		$	4,812,643		$	4,448,794
Allowance for doubtful accounts of accounts receivable			16,745			63,357
Allowance for doubtful accounts of prepayments			—			15,605
Allowance for doubtful accounts of other current assets			288,960			11,381
Impairment of deposit for long-term investment			714,990			—
Impairment of long-term investment			633,655			—
Deferred tax assets, gross			6,466,993			4,539,137
Deferred tax liabilities from operating right-of-use assets			(48,552)			—
Deferred tax assets net off against deferred tax liability			6,418,441			4,539,137
Less: Allowance on deferred tax assets			(6,418,441)			(4,539,137)
		$	—		$	—

INCOME TAXES - Deferred tax assets (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Deferred tax assets:
Net operating losses carryforwards	$ 4,812,643	$ 4,448,794
Allowance for credit losses of accounts receivable	16,745	63,357
Allowance for doubtful accounts of prepayments		15,605
Allowance for credit losses of other current assets	288,960	11,381
Impairment of deposit for long-term investment	714,990
Impairment of long-term investment	633,655
Deferred tax assets, gross	6,466,993	4,539,137
Deferred tax liabilities from operating right-of-use assets	(48,552)
Deferred tax assets net off against deferred tax liability	6,418,441	4,539,137
Less: Allowance on deferred tax assets	$ (6,418,441)	$ (4,539,137)