UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

AMENDMENT NO. 1 TO
FORM 6-K

 

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of December 2025

 

Commission File Number: 001-41568

 

Erayak Power Solution Group Inc.

 

No. 528, 4th Avenue

Binhai Industrial Park

Wenzhou, Zhejiang Province

People’s Republic of China 325025

+86-577-86829999

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F ☒        Form 40-F ☐

 

 

 

 

 

 

EXPLANATORY NOTE

 

Erayak Power Solution Group Inc. (the “Company”) is filing this Amendment No. 1 on Form 6-K (this “Amendment” or “Form 6-K/A”) to amend the Report on Form 6-K originally filed by the Company with the Securities and Exchange Commission (the “SEC”) on December 2, 2025 (the “Original Report”). Specifically, this Amendment amends and restates its Management’s Discussion and Analysis of Financial Conditions and Results of Operations for the six months ended June 30, 2025 and 2024 (the “Affected Interim Periods”) filed as Exhibit 99.1 to the Original Report. The amended and restated Management’s Discussion and Analysis of Financial Conditions and Results of Operations for the Affected Interim Periods is included as Exhibit 99.1 to this Form 6-K/A.

 

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SIGNATURES

 

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

 

  Erayak Power Solution Group Inc
     
Date: December 10, 2025 By: /s/ Lingyi Kong
  Name:  Lingyi Kong
  Title: Chief Executive Officer

 

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Exhibit Index

 

Exhibit No.   Description
99.1   Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Six Months Ended June 30, 2025 and 2024
99.2*   Unaudited Interim Condensed Consolidated Financial Statements for the Six Months Ended June 30, June 30, 2025 and 2024

 

*Previously filed

 

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Exhibit 99.1

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and the related notes included elsewhere in this report on Form 6-K and with the discussion and analysis of our financial condition and results of operations contained in our Annual Report on Form 20-F for the fiscal year ended December 31, 2024. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties.

 

Results of Operations

 

For the Six Months Ended June 30, 2025 and 2024

  

The following table summarizes the results of our operations for the six months ended June 30, 2025 and 2024, respectively, and provides information regarding the dollar and percentage increase or (decrease) during such periods.

 

(All amounts, other than percentages, are in U.S. dollars)

 

   For the Six Months Ended
June 30,
   Variance 
   2025   2024   Amount   Percentage 
Sales  $8,744,869   $11,943,904   $(3,199,035)   -26.78%
Cost of sales   (7,007,751)   (10,796,299)   3,788,548    -35.09%
Gross profit   1,737,118    1,147,605    589,513    51.37%
                     
Operating expenses:                    
General and administrative expenses   (1,257,167)   (1,153,066)   (104,101)   9.03%
Selling and marketing expenses   (329,644)   (454,841)   125,197    -27.53%
Research and development costs   (781,775)   (828,013)   46,238    -5.58%
Total operating expenses   (2,368,586)   (2,435,920)   67,334    -2.76%
                     
Operating loss  $(631,468)  $(1,288,315)  $656,847    -50.98%
                     
Other income (expenses):                    
Rental income, net   77,775    109,449    (31,674)   -28.94%
Interest expenses, net   (136,575)   (64,588)   (71,987)   111.45%
Other income, net   167,406    145,952    21,454    14.70%
Total other income, net   108,606    190,813    (82,207)   -43.08%
                     
Loss before income taxes  $(522,862)  $(1,097,503)  $574,641    -52.36%
Income tax refund   6,207    38,963    (32,756)   -84.07%
                     
Net loss  $(516,655)  $(1,058,540)  $541,885    -51.19%

  

Revenues

 

Revenues decreased by approximately $3.20 million, or 26.78%, to approximately $8.74 million for the six months ended June 30, 2025 from approximately $11.94 million for the six months ended June 30, 2024. The decrease in revenues was primarily due to market saturation, and decrease of demand from the US market, which was caused by the uncertainty of the trade deals between the US and China.

 

 

 

 

Gross profit

 

Our gross profit increased by approximately $0.59 million, or 51.37%, to approximately $1.74 million for the six months ended June 30, 2025 from approximately $1.15 million for the six months ended June 30, 2024. Gross profit margin was 19.86% for the six months ended June 30, 2025, as compared to 9.61% for the six months ended June 30, 2024. The increase in gross margin was primarily due to the decreased cost of raw materials and decreased labor cost.

  

Selling expenses

 

Selling expenses decreased by approximately $0.13 million, or 27.53% to approximately $0.33 million for the six months ended June 30, 2025 as compared to approximately $0.45 million for the six months ended June 30, 2024. The decrease in selling expenses was in line with the decreased sales revenue.

 

Interest expenses, net

 

Interest expense (net) increased by approximately $0.07 million, to approximately $0.14 million for the six months ended June 30, 2025, from approximately $0.07 million for the six months ended June 30, 2024.  The increase of interest expense was mainly due to increased short-term and long-term borrowings during the fiscal period ended June 30, 2025 as compared to the fiscal period ended June 30, 2024.

  

Liquidity and Capital Resources

 

As of June 30, 2025 and December 31, 2024, we had cash and cash equivalents of $422,375 and $1,324,809, respectively. We believe that our current cash, cash to be generated from our operations and access to help from our related parties will be sufficient to meet our working capital needs for at least the next twelve months. Although we do not have any amounts committed to be provided by our related parties, due to their relatively small amounts, we do not believe our working capital needs will be negatively impacted without such funds provided by related parties.

 

Substantially all our operations are conducted in China and a majority portion of our revenues, expense, cash and cash equivalents are denominated in Renminbi (RMB). RMB is subject to the exchange control regulation in China, and, as a result, we may have difficulty distributing any dividends outside of China due to PRC exchange control regulations that restrict its ability to convert RMB into U.S. Dollars.  

 

Under applicable PRC regulations, foreign-invested enterprises in China may pay dividends only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, a foreign-invested enterprise in China is required to set aside at least 10% of its after-tax profit based on PRC accounting standards each year to its general reserves until the accumulative amount of such reserves reaches 50% of its registered capital. These reserves are not distributable as cash dividends. The board of directors of a foreign-invested enterprise has the discretion to allocate a portion of its after-tax profits to staff welfare and bonus funds, which may not be distributed to equity owners except in the event of liquidation. Under PRC law, RMB is currently convertible into U.S. Dollars under a company’s “current account,” which includes dividends, trade and service-related foreign exchange transactions, without prior approval of the State Administration of Foreign Exchange (SAFE), but is not from a company’s “capital account,” which includes foreign direct investments and loans, without the prior approval of the SAFE.

 

With respect to retained earnings accrued after such date, our board of directors may declare dividends after taking into account our operations, earnings, financial condition, cash requirements and availability and other factors as it may deem relevant at such time. Any declaration and payment, as well as the amount, of dividends will be subject to our By-Laws, charter and applicable Chinese and U.S. state and federal laws and regulations, including the approval from the shareholders of each subsidiary which intends to declare such dividends, if applicable.

 

We have limited financial obligations dominated in US dollars, thus the foreign currency restrictions and regulations in the PRC on the dividends distribution will not have a material impact on the liquidity, financial condition and results of operations of the Company.

 

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Cash Flow Summary

 

   For the Six Months Ended 
June 30,
 
   2025   2024 
Net cash used in operating activities  $(782,378)  $(12,859,999)
Net cash used in investing activities   (4,489,976)   (601,845)
Net cash provided by financing activities   4,361,752    8,790,822 
Effect of exchange rate changes on cash   8,168    (103,473)
Net decrease in cash  $(902,434)  $(4,774,495)

 

Operating Activities:

 

Net cash used in operating activities for the six months ended June 30, 2025 was approximately $0.78 million, which was primarily attributable to a net loss approximately $0.52 million, adjusted for non-cash items for approximately $0.61 million and adjustments for changes in working capital approximately $0.88 million. The adjustments for changes in working capital mainly included increase of accounts receivable of approximately $1.15 million, decrease in related party accounts receivable of approximately $1.32 million, decrease of advance to suppliers of approximately $0.48 million, decrease of accounts payable of approximately $2.86 million, and increase of advance from customers of approximately $0.65 million.

 

Net cash used in operating activities for the six months ended June 30, 2024 was approximately $12.86 million, which was primarily attributable to a net loss approximately $1.06 million, adjusted for non-cash items for approximately $0.50 million and adjustments for changes in working capital approximately $12.30 million. The adjustments for changes in working capital mainly included increase of accounts receivable of approximately $4.28 million, increase of inventory of approximately $2.73 million, increase of advance to suppliers of approximately $5.52 million, increase of accounts payable of approximately $2.42 million, decrease of accrued expenses and other current liabilities of approximately $2.21 million, and increase of advance from customers of approximately $0.56 million.

 

Investing Activities:

 

Net cash used in investing activities was approximately $4.49 million for the six months ended June 30, 2025. It was primarily attributable to the addition of fixed assets for production needs and acquisition of intangible assets during the period.

 

Net cash used in investing activities was approximately $0.60 million for the six months ended June 30, 2024. It was primarily attributable to the addition of fixed assets for production needs during the fiscal period.

  

Financing Activities:

  

Net cash provided by financing activities was approximately $4.36 million for the six months ended June 30, 2025. It was primarily attributable to net proceeds from short-term bank loans of approximately $3.38 million, net proceeds from long-term bank loans of approximately $2.48 million, offset by the repayment of related party loans of approximately $1.51 million.

 

Net cash provided by financing activities was approximately $8.79 million for the six months ended June 30, 2024. It was primarily attributable to the financing through share issuance of $8 million, and net proceeds from short-term bank loans of approximately $1 million, offset by the repayment of long-term bank loans of approximately $0.16 million.

 

Statement Regarding Unaudited Financial Information

 

The unaudited financial information set forth above is subject to adjustments that may be identified when audit work is performed on the Company’s year-end financial statements, which could result in significant differences from this unaudited financial information.

 

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