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TAL Education Group Announces Unaudited Financial Results for the Third Fiscal Quarter Ended November 30, 2024

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BEIJING, Jan. 23, 2025 /PRNewswire/ — TAL Education Group (NYSE: TAL) (“TAL” or the “Company”), a smart learning solutions provider in China, today announced its unaudited financial results for the third quarter of fiscal year 2025 ended November 30, 2024.

Highlights for the Third Quarter of Fiscal Year 2025

Net revenues were US$606.4 million, compared to net revenues of US$373.5 million in the same period of the prior year.Loss from operations was US$17.4 million, compared to loss from operations of US$32.2 million in the same period of the prior year.Non-GAAP loss from operations, which excluded share-based compensation expenses, was US$1.9 million, compared to non-GAAP loss from operations of US$10.2 million in the same period of the prior year.Net income attributable to TAL was US$23.1 million, compared to net loss attributable to TAL of US$23.9 million in the same period of the prior year.Non-GAAP net income attributable to TAL, which excluded share-based compensation expenses, was US$38.6 million, compared to non-GAAP net loss attributable to TAL of US$1.9 million in the same period of the prior year.Basic and diluted net income per American Depositary Share (“ADS”) were both US$0.04. Non-GAAP basic and diluted net income per ADS, which excluded share-based compensation expenses, were both US$0.06. Three ADSs represent one Class A common share.Cash, cash equivalents and short-term investments totaled US$3,835.8 million as of November 30, 2024, compared to US$3,303.3 million as of February 29, 2024.

Highlights for the Nine Months Ended November 30, 2024

Net revenues were US$1,640.0 million, compared to net revenues of US$1,060.9 million in the same period of the prior year.Income from operations was US$12.9 million, compared to loss from operations of US$58.2 million in the same period of the prior year.Non-GAAP income from operations, which excluded share-based compensation expenses, was US$63.5 million, compared to non-GAAP income from operations of US$10.2 million in the same period of the prior year.Net income attributable to TAL was US$91.9 million, compared to net loss attributable to TAL of US$31.1 million in the same period of the prior year.Non-GAAP net income attributable to TAL, which excluded share-based compensation expenses, was US$142.5 million, compared to non-GAAP net income attributable to TAL of US$37.3 million in the same period of the prior year.Basic and diluted net income per ADS were both US$0.15. Non-GAAP basic net income per ADS, which excluded share-based compensation expenses, was US$0.24, and Non-GAAP diluted net income per ADS, which excluded share-based compensation expenses, was US$0.23.

Financial Data——Third Quarter and First Nine Months of Fiscal Year 2025
(In US$ thousands, except per ADS data and percentages)

Three Months Ended

November 30,

2023

2024

Pct. Change

Net revenues

373,506

606,446

62.4 %

Loss from operations

(32,185)

(17,432)

(45.8 %)

Non-GAAP loss from operations

(10,184)

(1,920)

(81.1 %)

Net (loss)/income attributable to TAL

(23,946)

23,069

(196.3 %)

Non-GAAP net (loss)/income attributable to TAL

(1,945)

38,581

(2,083.6 %)

Net (loss)/income per ADS attributable to TAL –
basic

(0.04)

0.04

(195.5 %)

Net (loss)/income per ADS attributable to TAL –
diluted

(0.04)

0.04

(194.1 %)

Non-GAAP net (loss)/income per ADS attributable
to TAL – basic

(0.00)

0.06

(2,066.2 %)

Non-GAAP net (loss)/income per ADS attributable
to TAL – diluted

(0.00)

0.06

(2,037.0 %)

Nine Months Ended

November 30,

2023

2024

Pct. Change

Net revenues

1,060,877

1,639,994

54.6 %

(Loss)/income from operations

(58,168)

12,860

(122.1 %)

Non-GAAP income from operations

10,229

63,476

520.5 %

Net (loss)/income attributable to TAL

(31,081)

91,902

(395.7 %)

Non-GAAP net income attributable to TAL

37,316

142,518

281.9 %

Net (loss)/income per ADS attributable to TAL –
basic

(0.05)

0.15

(399.0 %)

Net (loss)/income per ADS attributable to TAL –
diluted

(0.05)

0.15

(394.1 %)

Non-GAAP net income per ADS attributable to
TAL – basic

0.06

0.24

286.2 %

Non-GAAP net income per ADS attributable to
TAL – diluted

0.06

0.23

286.3 %

“We achieved healthy year-on-year revenue growth this quarter. Our AI learning devices remained one of our faster-growing business lines and received encouraging user feedback and market recognition,” said Alex Peng, TAL’s President & Chief Financial Officer.

“We will continue to enhance our products’ capabilities and adaptability across learning services and content solutions. As always, we are committed to helping more users discover learning solutions that meet their unique needs while also contributing positively to society.”

Financial Results for the Third Quarter of Fiscal Year 2025

Net Revenues

In the third quarter of fiscal year 2025, TAL reported net revenues of US$606.4 million, representing a 62.4% increase from US$373.5 million in the third quarter of fiscal year 2024.

Operating Costs and Expenses

In the third quarter of fiscal year 2025, operating costs and expenses were US$624.7 million, representing a 53.9% increase from US$405.8 million in the third quarter of fiscal year 2024. Non-GAAP operating costs and expenses, which excluded share-based compensation expenses, were US$609.2 million, representing a 58.7% increase from US$383.8 million in the third quarter of fiscal year 2024.

Cost of revenues increased by 65.5% to US$286.7 million from US$173.2 million in the third quarter of fiscal year 2024. Non-GAAP cost of revenues, which excluded share-based compensation expenses, increased by 67.2% to US$285.4 million, from US$170.7 million in the third quarter of fiscal year 2024.

Selling and marketing expenses increased by 85.6% to US$226.4 million from US$122.0 million in the third quarter of fiscal year 2024. Non-GAAP selling and marketing expenses, which excluded share-based compensation expenses, increased by 91.0% to US$222.4 million, from US$116.4 million in the third quarter of fiscal year 2024.

General and administrative expenses increased by 0.8% to US$111.5 million from US$110.7 million in the third quarter of fiscal year 2024. Non-GAAP general and administrative expenses, which excluded share-based compensation expenses, increased by 4.8% to US$101.4 million, from US$96.7 million in the third quarter of fiscal year 2024.

Total share-based compensation expenses allocated to the related operating costs and expenses decreased by 29.5% to US$15.5 million in the third quarter of fiscal year 2025 from US$22.0 million in the same period of fiscal year 2024.

Gross Profit

Gross profit increased by 59.6% to US$319.8 million from US$200.3 million in the third quarter of fiscal year 2024.

(Loss)/Income from Operations

Loss from operations was US$17.4 million in the third quarter of fiscal year 2025, compared to loss from operations of US$32.2 million in the third quarter of fiscal year 2024. Non-GAAP loss from operations, which excluded share-based compensation expenses, was US$1.9 million, compared to Non-GAAP loss from operations of US$10.2 million in the same period of the prior year.

Other Income, Net

Other income was US$18.2 million for the third quarter of fiscal year 2025, compared to other income of US$13.3 million in the third quarter of fiscal year 2024.

Impairment Loss on Long-term Investments

Impairment loss on long-term investments was nil for the third quarter of fiscal year 2025, compared to US$2.3 million for the third quarter of fiscal year 2024.

Income Tax (Expense)/Benefit

Income tax benefit was US$3.6 million in the third quarter of fiscal year 2025, compared to US$15.4 million of income tax expense in the third quarter of fiscal year 2024.

Net (Loss)/Income attributable to TAL Education Group

Net income attributable to TAL was US$23.1 million in the third quarter of fiscal year 2025, compared to net loss attributable to TAL of US$23.9 million in the third quarter of fiscal year 2024. Non-GAAP net income attributable to TAL, which excluded share-based compensation expenses, was US$38.6 million, compared to Non-GAAP net loss attributable to TAL of US$1.9 million in the third quarter of fiscal year 2024.

Basic and Diluted Net (Loss)/Income per ADS

Basic and diluted net income per ADS were both US$0.04 in the third quarter of fiscal year 2025. Non-GAAP basic and diluted net income per ADS, which excluded share-based compensation expenses, were both US$0.06 in the third quarter of fiscal year 2025.

Cash Flow

Net cash provided by operating activities for the third quarter of fiscal year 2025 was US$378.0 million.

Cash, Cash Equivalents, and Short-Term Investments

As of November 30, 2024, the Company had US$2,240.8 million of cash and cash equivalents and US$1,595.0 million of short-term investments, compared to US$2,208.7 million of cash and cash equivalents and US$1,094.6 million of short-term investments as of February 29, 2024.

Deferred Revenue

As of November 30, 2024, the Company’s deferred revenue balance was US$825.6 million, compared to US$428.3 million as of February 29, 2024.

Financial Results for the First Nine Months of Fiscal Year 2025

Net Revenues

For the first nine months of fiscal year 2025, TAL reported net revenues of US$1,640.0 million, representing a 54.6% increase from US$1,060.9 million in the first nine months of fiscal year 2024.

Operating Costs and Expenses

In the first nine months of fiscal year 2025, operating costs and expenses were US$1,628.8 million, representing a 44.1% increase from US$1,130.7 million in the first nine months of fiscal year 2024. Non-GAAP operating costs and expenses, which excluded share-based compensation expenses, were US$1,578.2 million, representing a 48.6% increase from US$1,062.3 million in the first nine months of fiscal year 2024.

Cost of revenues increased by 57.1% to US$757.3 million from US$482.1 million in the first nine months of fiscal year 2024. Non-GAAP cost of revenues, which excluded share-based compensation expenses, increased by 58.3% to US$751.9 million from US$475.1 million in the first nine months of fiscal year 2024.

Selling and marketing expenses increased by 58.0% to US$530.8 million from US$335.9 million in the first nine months of fiscal year 2024. Non-GAAP selling and marketing expenses, which excluded share-based compensation expenses, increased by 63.6% to US$518.4 million from US$316.8 million in the first nine months of fiscal year 2024.

General and administrative expenses increased by 9.0% to US$340.7 million from US$312.7 million in the first nine months of fiscal year 2024. Non-GAAP general and administrative expenses, which excluded share-based compensation expenses, increased by 13.9% to US$307.9 million from US$270.4 million in the first nine months of fiscal year 2024.

Total share-based compensation expenses allocated to the related operating costs and expenses decreased by 26.0% to US$50.6 million in the first nine months of fiscal year 2025 from US$68.4 million in the same period of fiscal year 2024.

Gross Profit

Gross profit increased by 52.5% to US$882.7 million from US$578.8 million in the first nine months of fiscal year 2024.

(Loss)/Income from Operations

Income from operations was US$12.9 million in the first nine months of fiscal year 2025, compared to loss from operations of US$58.2 million in the same period of the prior year. Non-GAAP income from operations, which excluded share-based compensation expenses, was US$63.5 million, compared to US$10.2 million Non-GAAP income from operations in the same period of the prior year.

Other Income, Net

Other income was US$51.8 million for the first nine months of fiscal year 2025, compared to other income of US$11.5 million in the same period of the prior year.

Impairment Loss on Long-term Investments

Impairment loss on long-term investments was US$8.7 million for the first nine months of fiscal year 2025, compared to US$33.0 million for the first nine months of fiscal year 2024.

Income Tax (Expense)/Benefit

Income tax expense was US$24.3 million in the first nine months of fiscal year 2025, compared to US$8.9 million of income tax expense in the first nine months of fiscal year 2024.

Net (Loss)/Income Attributable to TAL Education Group

Net income attributable to TAL was US$91.9 million in the first nine months of fiscal year 2025, compared to net loss attributable to TAL of US$31.1 million in the first nine months of fiscal year 2024. Non-GAAP net income attributable to TAL, which excluded share-based compensation expenses, was US$142.5 million, compared to US$37.3 million Non-GAAP net income attributable to TAL in the same period of the prior year.

Cash Flow

Net cash provided by operating activities for the first nine months of fiscal year 2025 was US$624.3 million.

Basic and Diluted Net (Loss)/Income per ADS

Basic and diluted net income per ADS were both US$0.15 in the first nine months of fiscal year 2025. Non-GAAP basic net income per ADS, which excluded share-based compensation expenses, was US$0.24, and Non-GAAP diluted net income per ADS, which excluded share-based compensation expenses, was US$0.23 in the first nine months of fiscal year 2025.

Conference Call

The Company will host a conference call and live webcast to discuss its financial results for the third fiscal quarter of fiscal year 2025 ended November 30, 2024 at 7:00 a.m. Eastern Time on January 23, 2025 (8:00 p.m. Beijing time on January 23, 2025).

Please note that you will need to pre-register for conference call participation at https://register.vevent.com/register/BI252a8b58f53a47cebdf55358dda997b1.

Upon registration, you will receive an email containing participant dial-in numbers and unique Direct Event Passcode. This information will allow you to gain immediate access to the call. Participants may pre-register at any time, including up to and after the call start time.

A live and archived webcast of the conference call will be available on the Investor Relations section of TAL’s website at https://ir.100tal.com/. 

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Among other things, TAL Education Group’s strategic and operational plans contain forward-looking statements. The Company may also make written or oral forward-looking statements in its reports filed with, or furnished to, the U.S. Securities and Exchange Commission, in its annual reports to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the Company’s ability to continue to provide competitive learning services and products; the Company’s ability to continue to recruit, train and retain talents; the Company’s ability to improve the content of current course offerings and develop new courses; the Company’s ability to maintain and enhance its brand; the Company’s ability to maintain and continue to improve its teaching results; and the Company’s ability to compete effectively against its competitors. Further information regarding these and other risks is included in the Company’s reports filed with, or furnished to the U.S. Securities and Exchange Commission. All information provided in this press release and in the attachments is as of the date of this press release, and TAL Education Group undertakes no duty to update such information or any forward-looking statement, except as required under applicable law.

About TAL Education Group

TAL Education Group is a smart learning solutions provider in China. The acronym “TAL” stands for “Tomorrow Advancing Life”, which reflects our vision to promote top learning opportunities for students through both high-quality teaching and content, as well as leading edge application of technology in the education experience. TAL Education Group offers comprehensive learning solutions to students from all ages through diversified class formats. Our learning solutions mainly cover enrichment learnings programs and some academic subjects in and out of China. Our ADSs trade on the New York Stock Exchange under the symbol “TAL”.

About Non-GAAP Financial Measures

In evaluating its business, TAL considers and uses the following measures defined as non-GAAP financial measures by the SEC as supplemental metrics to review and assess its operating performance: non-GAAP operating costs and expenses, non-GAAP cost of revenues, non-GAAP selling and marketing expenses, non-GAAP general and administrative expenses, non-GAAP income/(loss) from operations, non-GAAP net income/(loss) attributable to TAL, non-GAAP basic and non-GAAP diluted net income/(loss) per ADS. To present each of these non-GAAP measures, the Company excludes share-based compensation expenses. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. For more information on these non-GAAP financial measures, please see the table captioned “Reconciliations of non-GAAP measures to the most comparable GAAP measures” set forth at the end of this release.

TAL believes that these non-GAAP financial measures provide meaningful supplemental information regarding its performance and liquidity by excluding share-based expenses that may not be indicative of its operating performance from a cash perspective. TAL believes that both management and investors benefit from these non-GAAP financial measures in assessing its performance and when planning and forecasting future periods. These non-GAAP financial measures also facilitate management’s internal comparisons to TAL’s historical performance and liquidity. TAL computes its non-GAAP financial measures using the same consistent method from quarter to quarter and from period to period. TAL believes these non-GAAP financial measures are useful to investors in allowing for greater transparency with respect to supplemental information used by management in its financial and operational decision making. A limitation of using non-GAAP measures is that these non-GAAP measures exclude share-based compensation charges that have been and will continue to be for the foreseeable future a significant recurring expense in the Company’s business. Management compensates for these limitations by providing specific information regarding the GAAP amounts excluded from each non-GAAP measure. The accompanying tables have more details on the reconciliations between GAAP financial measures that are most directly comparable to non-GAAP financial measures.

For further information, please contact:

Jackson Ding
Investor Relations
TAL Education Group
Tel: +86 10 5292 6669-8809
Email: ir@tal.com

 

TAL EDUCATION GROUP

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands of U.S. dollars)

As of

February 29,
2024

As of

November 30,
2024

ASSETS

Current assets

  Cash and cash equivalents

$ 2,208,756

$ 2,240,827

  Restricted cash-current

167,656

306,549

  Short-term investments

1,094,593

1,595,027

  Inventory

68,328

98,021

  Amounts due from related parties-current

343

387

  Prepaid expenses and other current assets

159,498

207,943

Total current assets

3,699,174

4,448,754

  Restricted cash-non-current

81,064

41,078

  Property and equipment, net

405,319

460,566

  Deferred tax assets

4,620

5,165

  Rental deposits

16,947

20,669

  Intangible assets, net

1,988

964

  Land use right, net

189,049

184,937

   Amounts due from related parties-non-current

59

59

   Long-term investments

284,266

276,254

   Long-term prepayments and other non-current assets

14,359

28,055

   Operating lease right-of-use assets

231,104

322,563

Total assets

$ 4,927,949

$ 5,789,064

LIABILITIES AND EQUITY

 Current liabilities

 Accounts payable

$ 127,321

$ 189,271

 Deferred revenue-current

400,286

780,909

 Amounts due to related parties-current

96

107

 Accrued expenses and other current liabilities

491,911

625,274

 Short-term debt

–

55,231

 Operating lease liabilities, current portion

62,604

82,513

 Total current liabilities

1,082,218

1,733,305

 Deferred revenue-non-current

27,993

44,710

 Deferred tax liabilities

2,360

4,040

 Operating lease liabilities, non-current portion

176,614

243,346

Total liabilities

1,289,185

2,025,401

  Equity

  Class A common shares

152

154

  Class B common shares

49

49

  Additional paid-in capital

4,256,957

4,280,212

  Statutory reserve

165,138

164,370

  Accumulated deficit

(694,270)

(601,600)

  Accumulated other comprehensive loss 

(65,928)

(70,493)

 Total TAL Education Group’s equity

3,662,098

3,772,692

  Noncontrolling interests

(23,334)

(9,029)

Total equity

3,638,764

3,763,663

Total liabilities and equity

$ 4,927,949

$ 5,789,064

 

TAL EDUCATION GROUP

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands of U.S. dollars, except share, ADS, per share and per ADS data) 

For the Three Months Ended 
November 30,

For the Nine Months Ended

November 30,

2023

2024

2023

2024

Net revenues

$ 373,506

$ 606,446

$ 1,060,877

$ 1,639,994

Cost of revenues (note 1)

173,180

286,689

482,075

757,329

Gross profit

200,326

319,757

578,802

882,665

Operating expenses (note 1)

  Selling and marketing

121,977

226,441

335,902

530,769

  General and administrative

110,678

111,537

312,707

340,718

Total operating expenses

232,655

337,978

648,609

871,487

  Government subsidies

144

789

11,639

1,682

(Loss)/income from operations

(32,185)

(17,432)

(58,168)

12,860

Interest income, net

20,076

21,491

64,033

64,410

Other income, net

13,324

18,150

11,511

51,767

Impairment loss on long-term
  investments

 

(2,270)

 

–

 

(33,031)

 

(8,692)

(Loss)/income before income tax
  (expense)/benefit and loss from
  equity method investments

(1,055)

22,209

(15,655)

120,345

Income tax (expense)/benefit

(15,374)

3,582

(8,875)

(24,348)

Loss from equity method
  investments

(7,644)

(2,765)

(6,936)

(4,337)

Net (loss)/income

(24,073)

23,026

(31,466)

91,660

Add: Net loss attributable to
  noncontrolling interests

127

43

385

242

Total net (loss)/income 

  attributable to TAL
  Education Group

$ (23,946)

$ 23,069

$ (31,081)

$ 91,902

Net (loss)/income per common
  share

  Basic

$ (0.12)

$ 0.11

$ (0.15)

$ 0.46

  Diluted

(0.12)

0.11

(0.15)

0.45

Net (loss)/income per ADS (note
2)

Basic

$ (0.04)

$ 0.04

$ (0.05)

$ 0.15

Diluted

(0.04)

0.04

(0.05)

0.15

Weighted average shares used in
  calculating net (loss)/income
  per common share

Basic

200,134,875

201,905,486

204,020,823

201,746,602

Diluted

200,134,875

204,949,612

204,020,823

205,093,389

 Note1: Share-based compensation expenses are included in the operating costs and expenses as follows:

For the Three Months

For the Nine Months

Ended November 30,

Ended November 30,

2023

2024

2023

2024

Cost of revenues

$ 2,499

$ 1,271

$ 6,989

$ 5,426

Selling and marketing expenses

5,558

4,082

19,120

12,410

General and administrative expenses

13,944

10,159

42,288

32,780

Total

$ 22,001

$ 15,512

$ 68,397

$ 50,616

Note 2: Three ADSs represent one Class A common Share.

 

TAL EDUCATION GROUP

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF

COMPREHENSIVE (LOSS)/INCOME

(In thousands of U.S. dollars)

For the Three Months Ended

November 30,

For the Nine Months Ended

November 30,

2023

2024

2023

2024

Net (loss)/income

$ (24,073)

$ 23,026

$ (31,466)

$ 91,660

Other comprehensive income/
  (loss), net of tax

18,356

(21,512)

(26,239)

(4,348)

Comprehensive (loss)/income

(5,717)

1,514

(57,705)

87,312

Add: Comprehensive
  loss/(income) attributable to
  noncontrolling interests

557

(2,308)

(356)

25

Comprehensive (loss)/income
  attributable to TAL
  Education Group

$ (5,160)

$ (794)

$ (58,061)

$ 87,337

 

TAL EDUCATION GROUP

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF

CASH FLOWS

(In thousands of U.S. dollars)

For the Three Months Ended

November 30,

For the Nine Months Ended

November 30,

2023

2024

2023

2024

Net cash provided by operating
  activities

$ 247,123

$ 378,038

$ 329,918

$ 624,255

Net cash (used in)/provided by
  investing activities

(208,847)

(214,435)

133,955

(532,739)

Net cash provided by/(used in)
  financing activities

207

48,731

(233,301)

41,937

Effect of exchange rate
  changes

6,805

(4,834)

(3,111)

(2,475)

Net increase in cash, cash
  equivalents and restricted
  cash

45,288

207,500

227,461

130,978

Cash, cash equivalents and
  restricted cash at the
  beginning of period

2,477,080

2,380,954

2,294,907

2,457,476

Cash, cash equivalents and
  restricted cash at the end
  of period

$ 2,522,368

$ 2,588,454

$ 2,522,368

$ 2,588,454

 

TAL EDUCATION GROUP

Reconciliation of Non-GAAP Measures to the Most Comparable GAAP Measures

(In thousands of U.S. dollars, except share, ADS, per share and per ADS data)

For the Three Months

Ended November 30,

For the Nine Months
Ended November 30,

2023

2024

2023

2024

Cost of revenues

$ 173,180

$ 286,689

$ 482,075

$ 757,329

Share-based compensation expense in
  cost of revenues

2,499

1,271

6,989

5,426

Non-GAAP cost of revenues

170,681

285,418

475,086

751,903

Selling and marketing expenses

121,977

226,441

335,902

530,769

Share-based compensation expense in
  selling and marketing expenses

5,558

4,082

19,120

12,410

Non-GAAP selling and marketing
expenses

116,419

222,359

316,782

518,359

General and administrative expenses

110,678

111,537

312,707

340,718

Share-based compensation expense in
  general and administrative expenses

13,944

10,159

42,288

32,780

Non-GAAP general and
administrative expenses

96,734

101,378

270,419

307,938

Operating costs and expenses

405,835

624,667

1,130,684

1,628,816

Share-based compensation expense in
  operating costs and expenses

22,001

15,512

68,397

50,616

Non-GAAP operating costs and
expenses

383,834

609,155

1,062,287

1,578,200

(Loss)/income from operations

(32,185)

(17,432)

(58,168)

12,860

Share based compensation expenses

22,001

15,512

68,397

50,616

Non-GAAP (loss)/income from
operations

(10,184)

(1,920)

10,229

63,476

Net (loss)/income attributable to
TAL Education Group

(23,946)

23,069

(31,081)

91,902

Share based compensation expenses

22,001

15,512

68,397

50,616

Non-GAAP net (loss)/income
attributable to TAL Education
Group (note 3)

$ (1,945)

$ 38,581

$ 37,316

$ 142,518

Net (loss)/income per ADS

Basic

$ (0.04)

$ 0.04

$ (0.05)

$ 0.15

Diluted

(0.04)

0.04

(0.05)

0.15

Non-GAAP net (loss)/income per ADS

Basic

$ (0.00)

$ 0.06

$ 0.06

$ 0.24

Diluted

(0.00)

0.06

0.06

0.23

ADSs used in calculating net (loss)/income per ADS

Basic

600,404,625

605,716,458

612,062,469

605,239,806

Diluted

600,404,625

614,848,836

612,062,469

615,280,167

ADSs used in calculating Non-GAAP net (loss)/income per ADS

Basic

600,404,625

605,716,458

612,062,469

605,239,806

Diluted

600,404,625

614,848,836

622,332,267

615,280,167

  Note 3: The tax effect of share-based compensation expenses was immaterial in the third quarter and in the first nine months of fiscal year 2025.

 

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SOURCE TAL Education Group

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OASE+ and Elsevier Agree Next-Phase Read and Publish Agreement to Expand Open Access Publishing in Japan

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A new three-year term removes the annual cap on open access publishing under the Read and Publish agreement and extends eligibility beyond universities

TOKYO, Oct. 26, 2026 /PRNewswire/ — OASE+ (Open Access for Scholarly Empowerment +), the collective negotiating body established with Japanese government support to advance the country’s national open access policy, and Elsevier, a global leader in advanced information and decision support, have agreed a read-and-publish agreement covering 2027 to 2029.

The agreement further develops the framework established by Elsevier in partnership with the Japan Alliance of University Library Consortia for E-Resources (JUSTICE) for 2024 to 2026. Under this framework Japanese research institutions are able to expand open access publishing at a pace suited to their individual circumstances while maintaining access to scholarly journals.

From 2027, researchers at participating institutions will be able to publish open access in eligible Core Hybrid journals, subject to the terms of the agreement and without an annual cap on the number of open access articles. The decision to publish open access will rest with the researcher and the research itself, giving researchers greater flexibility in choosing open access publishing and greater certainty in meeting their funders’ and institutions’ open access requirements.             

A separate agreement applies the same approach to Cell Press. For institutions that subscribe to Cell Press Hybrid titles, reading access and open access publishing will cover the subscribed titles. The agreement will also have no annual cap on the number of open access articles and run from 2027 to 2029.

The agreement also extends eligibility for the first time beyond universities to national research and development agencies, opening participation to a substantial part of Japan’s publicly funded research base.

Japan is one of the world’s largest producers of scientific research. Wider open access publishing increases the international visibility of that research, supports collaboration across borders, and helps ensure Japanese findings inform science, practice and policy well beyond Japan. It also advances the objectives of the Japanese government’s National Policy on Promoting Open Access to Publicly Funded Scholarly Publications and Scientific Data.

The agreement follows extended discussions between OASE+ and Elsevier and reflects the findings of a survey of the needs of institutes that expressed interest in the Read and Publish agreement, as well as experience gained through the current framework.

Professor Yasuteru Shigeta of the University of Tsukuba, Chair of OASE+, said: “In 2024, OASE was established under the Japanese government’s ‘National Policy on Promoting Open Access to Publicly Funded Scholarly Publications and Scientific Data’. Through collaboration with JUSTICE, OASE has since strengthened its framework as OASE+. This enhanced structure enabled constructive negotiations with Elsevier, building upon the achievements and experience gained through the pilot proposal implemented for JUSTICE through 2026. As a result, we are pleased that researchers will be able to publish open access in Core Hybrid journals without any cap on the number of articles, and that Cell Press Hybrid journals are now also available under a Read and Publish agreement. While there should be multiple valid approaches to advancing open access, we hope that this agreement will serve as one of those pathways and help enhance the visibility of research from Japan to create positive impact.”

Gemma Hersh, Senior Vice President, Sales and Commercial Director, Primary Research, Elsevier, said: “We are delighted that this new agreement with OASE+ will enable us to further develop our long-standing partnership with the Japanese research community. We are grateful to OASE+ and the institutions that expressed interest in the agreement for the collaboration and pragmatism they brought to our discussions, and for helping to establish a framework with broader reach across Japan’s research base. Japan’s research is of global importance, and this agreement will help ensure more of it is openly available to researchers around the world.”

Further information is available from OASE+ and on Elsevier’s open access agreements page.

Notes to editors

A Read and Publish agreement combines, in a single contract, the subscription fees research institutions paid publishers for access to scholarly articles with the fees for publishing articles open access (article publishing charges, or APCs).

Core Hybrid journals are subscription-based journals that also give authors the option to publish individual articles open access. Under the 2027 to 2029 agreement, open access publishing in eligible Core Hybrid journals is available without an annual open access publishing limit.

Cell Press Hybrid journals are subscription-based Cell Press journals that also give authors the option to publish individual articles open access. A companion agreement covering 2027 to 2029 applies to Cell Press Hybrid journals, under which reading access and open access publishing are aligned to the Cell Press Hybrid journals an institution subscribes to, without an annual open access publishing limit.

Institutions that have expressed interest will not necessarily enter into the agreement immediately. Each institution reviews the terms and decides independently whether to participate, and contract commencement dates will vary. Institutions wishing to participate must submit an expression of interest through OASE+. As of October 21, 167 institutions have expressed interest in the agreement with Elsevier.

About OASE+

OASE+ (Open Access for Scholarly Empowerment +) is a team supported by the Japanese government working to establish a collective bargaining framework, led by universities and other research institutions, for negotiations with academic publishers. Through discussions with global academic publishers, OASE+ aims to contribute to the realization of the Japanese government’s National Policy on Promoting Open Access to Publicly Funded Scholarly Publications and Scientific Data.

OASE+ succeeds the activities of OASE, which was established in 2024, and operates as a joint initiative involving the Japan Alliance of University Library Consortia for E-Resources (JUSTICE) and OASE to promote open access to scholarly publications. For more information, visit the OASE+ website.

About Elsevier

Elsevier is a global leader in advanced information and decision support. For over a century, we have been helping advance science and healthcare to advance human progress. We support academic and corporate research communities, doctors, nurses, future healthcare professionals, and educators across 170 countries in their vital work. We help impact makers achieve better outcomes with research and clinical-grade solutions built on the world’s leading evidence-based scientific and medical content, precision AI, and expert human assessment. We champion inclusion and sustainability, working with the communities that we serve. The Elsevier Foundation supports research and health partnerships around the world.

Elsevier is part of RELX, a global provider of information-based analytics and decision tools for professional and business customers. For more information, visit www.elsevier.com and follow us on social media @elsevierconnect.

 

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uSMART and PIVOT Fintech Introduce GlobalSave Portfolios Balanced Strategy on FollowSmart

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SINGAPORE, Oct. 26, 2026 /PRNewswire/ — uSMART Securities (Singapore) Pte. Ltd. (“uSMART”) has announced the addition of the PIVOT- GlobalSave Portfolios Balanced Strategy to its FollowSmart platform. Managed by PIVOT Fintech Pte. Ltd. (“PIVOT”), the strategy is being made available through uSMART’s digital platform as part of the companies’ collaboration to provide investors with access to professionally managed investment strategies. Investors can find information about available strategies via the uSMART App at uSMART Securities. 

Streamlining Operations for Fund Management Companies

Offering professionally managed investment strategies to a wider investor base can involve significant technology, operational and client servicing requirements. FollowSmart provides a digital workflow supporting account onboarding, trade implementation, position monitoring, valuation and client reporting. The platform is designed to help investment managers handle these operational processes while focusing on portfolio management.

Empowering Investors with a Digital Marketplace

For individual investors, FollowSmart provides a digital platform for exploring professionally managed investment strategies. Available strategies span different asset classes, global markets and risk profiles. Users can review information such as investment philosophy, historical performance and the credentials of the management team, and monitor their portfolios over time. These features may help investors assess which available strategies are relevant to their own objectives and circumstances.

The PIVOT- GlobalSave Portfolios Balanced Strategy

uSMART is acting as an authorized distributor of the PIVOT- GlobalSave Portfolios Balanced Strategy, which is managed by MAS-regulated PIVOT Fintech. The investment team is led by Victor Lye. The strategy uses a quantitative investment approach informed by Modern Portfolio Theory (MPT). It invests in U.S.-listed ETFs across equities, fixed income, commodities and real estate to build globally diversified portfolios. Asset allocation weights are adjusted in response to macroeconomic trends, with the objective of balancing expected returns and risk for medium- to long-term investors.

Expanding the FollowSmart Ecosystem

The addition of PIVOT Fintech is part of uSMART’s ongoing development of the FollowSmart platform and its network of investment managers. Other strategies recently added to the platform include the Global Quantitative Core Growth Strategy by Sunova Capital Management and the JMC Absolute Return Strategy by JMC Capital Asset Management. Together, these offerings provide investors with access to a range of professionally managed investment approaches.

About uSMART Securities (Singapore) Pte Ltd – uSMART Securities (Singapore) Pte Ltd, established on March 22, 2021, is the Singapore entity under uSMART Group (uSmart Holding Ltd.). The company holds a Capital Markets Services (CMS) Licence (Licence No. CMS101161) regulated by the Monetary Authority of Singapore (MAS). Based in Singapore, it provides financial services through the uSMART platform. Its products include US, Hong Kong, Singapore, Japan and UK stocks, options, futures, ETFs, funds, Contracts for Difference (CFDs) and forex products. Its services include trading tools, client account services, risk management arrangements and segregated client fund accounts.

About PIVOT Fintech – PIVOT Fintech Pte. Ltd. (UEN 201716150D) holds a Capital Markets Services Licence (CMS100806) regulated by the Monetary Authority of Singapore and serves as the Investment Manager of the Strategy. PIVOT’s investment team is led by its founder, Victor Lye, who has over 35 years of senior leadership experience across wealth management, insurance, fintech, and artificial intelligence. He holds a First-Class Honours Degree in Economics and Accounting from the University of Adelaide and is a Chartered Financial Analyst (CFA) and Certified Financial Planner (CFP).

Risk Disclaimer – Investment involves risks. Past performance is not indicative of future performance. Investors should carefully consider their investment objectives, financial situation and risk tolerance before making any investment decision. This material is provided for information and reference purposes only and does not constitute an offer, solicitation, recommendation or investment advice. This advertisement has not been reviewed by the Monetary Authority of Singapore.

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SOURCE uSMART Securities (Singapore) Pte Ltd

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FFR to Hold Listing Ceremony and Investor Day on October 26; FFAI Announces Rescheduling of YT Jia’s Investor Weekly Report to October 26

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Faraday Future announced that this week’s Investor Weekly Report from FF Founder and Global CEO YT Jia has been rescheduled to October 26.FF EAI Robotics Ecosystem Inc. (NASDAQ: FFR) will hold its Listing Ceremony and Investor Day on October 26.FFR management will outline the company’s future strategic direction and business plans and engage with investors in attendance.The full event video will be available at 5:00 p.m. ET on October 26 at: https://www.ff.com/us/

LOS ANGELES, Oct. 25, 2026 /PRNewswire/ — FF EAI Robotics Ecosystem Inc. (NASDAQ: FFR) (“FFR” or the “Company”), a U.S.-listed Embodied AI (“EAI“) robotics ecosystem company, today highlighted an update from Faraday Future Intelligent Electric Inc. (NASDAQ: FFAI) (“Faraday Future” or “FF“) that this week’s Investor Weekly Report from FF Founder and Global CEO YT Jia has been rescheduled to October 26.

FF EAI Robotics Ecosystem Inc. (NASDAQ: FFR) will hold its Listing Ceremony and Investor Day on October 26, 2026. During the event, FFR management will outline the company’s future strategic direction and business plans and engage with investors in attendance.

The full event video will be available at 5:00 p.m. ET on October 26 at: https://www.ff.com/us/

About FF EAI Robotics Ecosystem Inc.  

FF EAI Robotics Ecosystem Inc. (NASDAQ: FFR) (renamed from AIxCrypto Holdings, Inc. and AIXC, effective September 30, 2026) is a U.S.-based Embodied AI (EAI) robotics company that is in the process of acquiring the FF EAI Robotics business. Upon completion of the acquisition, the Company will focus on the research and development, manufacturing, commercialization, and deployment of intelligent robotic technologies, products, and industry solutions.    

The Company is committed to building a “Four-Core Full-Stack” AI ecosystem covering the full lifecycle of robotics, consisting of EAI Brain & Developer Platform, EAI Devices, Industry Productivity Solutions, and EAI Data Factory. Guided by the technology and product philosophy of “One Brain, Multi-forms, Multi-capabilities,” the Company aims to empower humanoid, biomimetic, and other robotic form factors through a unified EAI Brain, while continuously expanding their multi-task and multi-scenario capabilities. The ecosystem is designed to support the full robotics lifecycle, including R&D, deployment, data collection and training, operations, and commercial applications.    

The FF EAI Robotics business has already achieved commercial deliveries of humanoid and biomimetic robotic products. Through its multi-form-factor robotic products, EAI technology platform, closed-loop data capabilities, and industry solutions, the business continues to advance the scaled adoption of robotics across real-world applications. The Company also operates RoboShare, a robot-sharing and services platform designed to connect robotic assets, service capabilities, customer demand, and ecosystem partners, further strengthening its robotics commercialization and service ecosystem.   

For more information, visit www.ff.com.   

ABOUT FARADAY FUTURE

Founded in 2014, Faraday Future (FF) is a U.S.-based Physical AI ecosystem company dedicated to reshaping the future of robotics and mobility solutions through AI innovation and technologies. FF focuses on two major product strategies within the Embodied AI (EAI) robotics business: EAI humanoid and bionic robots, and EAI automotive-focused robots. By building a “Four-Core Full-Stack AI” ecosystem of EAI Brain and Developer Platform, EAI Devices, Industry Productivity Solutions and EAI Data Factory, FF aims to create an evolutionary flywheel: scaled device delivery, data collection and training, continuous evolution of the EAI Brain, stronger product capability, and even larger-scale delivery and deployment. Through this flywheel, FF seeks to maximize its commercial value and lead to the advancement of Physical AI. For more information, please visit Faraday Future’s official website: https://www.ff.com/

FFR Forward-Looking Statements 

This communication, including any presentation, press release, investor materials or other document of which it forms a part (this “Communication”), contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended, and other securities laws, regarding FF EAI Robotics Ecosystem Inc. (“FFR,” the “Company,” “us,” “our,” or “we”) and our industry. All statements, whether written or oral, other than statements of historical fact, including any financial projections and any statements regarding future events, our strategy, our transition to robotics operations, our plans for RoboShare, our digital asset disposition plans, the proposed acquisition of the FF EAI Robotics business, the projections referenced in this communication, our name and ticker change, any related financing, and the anticipated benefits and timing of the foregoing, our objectives, expectations, or anticipated actions or results, are forward-looking statements. You can often identify forward-looking statements by words such as “may,” “might,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “goal,” “objective,” “seeks,” “likely,” or “continue,” or the negative of these terms or other similar expressions; the absence of these words does not mean a statement is not forward-looking. These statements reflect our current expectations and projections about future events as of the date of this Communication and are necessarily based on estimates and assumptions that, while considered reasonable by management, are inherently uncertain. FFR can give no assurance that such forward-looking statements or financial projections will prove to be correct.

Actual results may differ materially from those expressed or implied by these forward-looking statements as a result of numerous risks and uncertainties, both general and specific, including, but not limited to: 

The proposed acquisition transaction and PIPE. The definitive agreements may be terminated in accordance with their terms, and the proposed transactions may not be completed on the terms described or at all; the conditions to closing, including the completion of FFAI’s internal restructuring of the robotics business, the execution of key employee agreements and other customary conditions, and the parties’ ability to satisfy them; the risk that the stockholder approval required under Nasdaq listing rules for the conversion of the preferred stock issued as consideration is not obtained or is delayed, and the effect of the conversion restrictions and the information statement process on the timing of conversion; the timing of the transaction and the costs of pursuing it; the issuance of a substantial number of shares as consideration and the resulting dilution to existing stockholders; the fact that the counterparty is our controlling stockholder, that it will hold a substantial majority of our outstanding shares following closing, that certain members of management serve both companies, and the conflicts of interest inherent in the transaction; the risk that the agreed valuations do not reflect the market value of our shares or of the acquired business; our dependence on the counterparty for transition, supply and support following any closing; the scope and enforceability of the non-competition and governance arrangements; the consequences of the transaction under Nasdaq listing rules, including the possibility that Nasdaq determines that the transaction requires us to satisfy initial listing requirements in connection with a business combination, change of control or change in the nature of our business; the risk that the PIPE financing, on which the transaction is not conditioned, is not completed on the anticipated terms or at all; the risk of litigation relating to the transaction; our ability to integrate and operate the acquired business; and the risk that the acquired business performs differently than anticipated. 

Projections. The projections referenced in this communication were prepared by FFAI management for the FF EAI Robotics business on a standalone basis and do not reflect our existing business, transaction-related expenses or the combined company. We have not independently verified them or adopted them as guidance. They were not prepared with a view toward public disclosure or toward compliance with the published guidelines of the Securities and Exchange Commission or the American Institute of Certified Public Accountants regarding prospective financial information, and no independent registered public accounting firm has examined, compiled or performed any procedures with respect to them, and none expresses an opinion or any other form of assurance with respect to them. The projections reflect estimates and assumptions that are inherently uncertain and subject to change, including through due diligence and the review of our special committee and its financial advisor. Actual results are likely to differ, and may differ materially. 

Liquidity, capital and going concern. Our limited cash and liquidity position and our history of operating losses and negative operating cash flow; substantial doubt regarding our ability to continue as a going concern, as described in our periodic reports; our need to obtain additional financing on acceptable terms or at all, and the substantial dilution to existing stockholders that additional financing may cause, including any financing completed in connection with the proposed transaction, which may not be completed or may be on less favorable terms than anticipated; our ability to fund operations pending and following the disposition of our digital asset positions; and our ability to satisfy the continued listing requirements of The Nasdaq Stock Market, including stockholders’ equity, minimum bid price and other applicable standards. 

Our strategic transition and the disposition of digital assets. Risks associated with a fundamental shift in our business strategy and the redeployment of resources from a digital asset treasury strategy to robotics operations; our ability to execute the disposition of our digital asset positions in an orderly manner and on acceptable terms; the risk that amounts realized on disposition are materially less than carrying value as a result of price volatility, market depth, execution timing, custody or transfer constraints, or other limitations; tax, accounting and regulatory consequences of the dispositions; the continued volatility and regulatory uncertainty associated with digital assets and cryptocurrencies during the wind-down period; the concentration of a substantial portion of our assets in a single equity investment, including an investment in a related party, and the illiquidity, valuation uncertainty, holding-period and transfer restrictions associated with that investment; and risks arising from our relationships and agreements with related parties and significant stockholders.  

Our robotics operations business. Our limited operating history in robotics operations and commercialization and the absence of a meaningful revenue history; the early stage of RoboShare and the risk that customer demand, repeat demand, pricing, utilization or unit economics do not develop as anticipated; our dependence on a small number of customers, on a single initial geographic market, and on individual events or engagements, and the risk that the loss of, or a change in the terms of, any such relationship has a disproportionate effect; our dependence on third-party robot owners, operators, suppliers, original equipment manufacturers and local partners, and on their willingness to make robots available on our platform; risks relating to the availability, cost, quality, maintenance, transport, insurance and technological obsolescence of robots and related equipment, and to supply chains, tariffs and trade measures affecting them; and our ability to expand into additional markets and to attract and retain participants on both sides of our marketplace. 

Operations, safety and liability. Risks of property damage, personal injury or death arising from the operation of humanoid robots, quadrupeds and other autonomous or semi-autonomous machines in proximity to performers, employees, guests and the public, including at live events and in uncontrolled environments; product liability, premises liability, negligence and related claims and the adequacy, scope, availability and cost of our insurance coverage and of contractual indemnities from customers, owners and suppliers; the allocation of responsibility among us, robot owners, venues, event producers and customers; permitting, licensing, occupational safety and event-specific regulatory requirements; and the reputational consequences of any safety incident. 

Technology, data and intellectual property. Systems, network, telecommunications or service disruptions, failures, defects or cyber-attacks; the performance, reliability and autonomy limitations of robotic systems and of the software, models and networks that support them; our collection, use, storage, transmission and protection of personal information, including images and any biometric or biometric-adjacent data captured in the course of robot deployments, and evolving privacy, biometric and artificial intelligence laws and regulations across the jurisdictions in which we operate or intend to operate; our ability to obtain, maintain, protect and enforce our intellectual property rights and to defend against third-party claims of infringement or misappropriation; and our reliance on third-party technology, platforms and licenses. 

Legal, regulatory and general. The regulated industries and jurisdictions in which we operate; current or future laws or regulations and new interpretations of existing laws or regulations, including those applicable to digital assets, robotics, autonomous systems, consumer protection, advertising and endorsements; the risk that our marketplace arrangements, or the manner in which they are described, are characterized differently than we intend by regulators or courts; the failure of counterparties to perform their contractual obligations; litigation, regulatory inquiries, investigations and enforcement actions, and their costs and outcomes; business, economic, market and capital-market conditions; competition in our industry; changes in market demand for, and the pricing of, our products and services; our ability to define, design and release new products and services in a timely manner that meet customer needs; our ability to attract, retain and motivate qualified personnel, including key management; our ability to manage our growth and our transition; and our ability to maintain effective internal control over financial reporting and disclosure controls and procedures. 

This list of factors is not exhaustive. Additional risks and uncertainties are described more fully in our filings with the U.S. Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2025, our Quarterly Reports on Form 10-Q, and our subsequent filings, which are available on the SEC’s website at www.sec.gov. Investors are urged to review the liquidity, capital resources and going concern disclosures contained in those reports.  

The forward-looking statements in this Communication speak only as of the date hereof. Except as required by law, neither FFR nor any other person undertakes any obligation to update or revise any forward-looking statement or financial projection set out herein, whether as a result of new information, future events or otherwise. This Communication is provided for informational purposes only, does not constitute an offer to sell or the solicitation of an offer to buy any security, and does not constitute investment, tax or legal advice or any investment recommendation, and does not take into account the investment objectives or financial situation of any person. FFR reserves the right to amend or replace the information contained herein, in whole or in part, at any time, and undertakes no obligation to notify any recipient thereof. Readers are cautioned not to place undue reliance on these forward-looking statements. This caution is made under, and these forward-looking statements are intended to be covered by, the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.

FFAI FORWARD LOOKING STATEMENTS 

Important factors that may affect actual results or outcomes include, among others: the Company’s ability to continue as a going concern and improve its liquidity and financial position; the Company’s ability to pay its outstanding obligations, which it currently lacks; the availability of sufficient share capital to meet its current obligations and execute on its strategy; the willingness of convertible debt investors to fund the Company; demand for the Company’s robotics products; competition in the robotics industry, which includes companies with far superior experience, funding and name recognition; the ability of the Company to build an EAI education ecosystem that serves both the B2C consumer market and the B2B institutional education market; the acceptance by teachers and students of the Company’s robotics products in the education market; the ability of the Company to expand into additional markets for its robotics products; the Company’s reliance on a single OEM for most of its robotics products; the Company’s reliance on Chinese OEMs for all of its robotics products; the possibility of the federal government banning imports of Chinese robotics products; the Company’s ability to get the planned robotics products to comply with all applicable U.S. rules and regulations; the ability of the robotics OEM to timely supply robotics to the Company; tariff uncertainty for imported products, particularly from China; the ability of the Company to close its transaction with FF EAI Robotics Ecosystem Inc. (FFR) for the sale of its robotics business; demand from automobile dealers for robotics products; the Company’s ability to homologate FX vehicles for sale; the Company’s ability to secure the necessary funding to execute on the FX strategy, which is substantial; the Company’s ability to secure an occupancy certificate covering all of its Hanford facility; the Company’s ability to remediate its material weaknesses in internal control over financial reporting and the risks related to the restatement of previously issued consolidated financial statements; the Company’s limited operating history and the significant barriers to growth it faces; the Company’s history of substantial losses and expectation of continued losses; the success of the Company’s payroll expense reduction plan; the Company’s ability to execute on its plans to develop and market its vehicles and the timing of these development programs; the Company’s ability to execute on its plans to enter the robotaxi and cybercab industries; the Company’s estimates of the size of the markets for its vehicles and cost to bring those vehicles to market; the rate and degree of market acceptance of the Company’s vehicles; the Company’s ability to cover future warranty claims; the success of other competing manufacturers; the performance and security of the Company’s vehicles; current and potential litigation involving the Company; the Company’s ability to receive funds from, satisfy the conditions precedent of and close on the various financings described elsewhere by the Company; the result of future financing efforts, the failure of any of which could result in the Company seeking protection under the Bankruptcy Code; the Company’s indebtedness; the Company’s ability to use its “at-the-market” program; insurance coverage; general economic and market conditions impacting demand for the Company’s products; potential negative impacts of a reverse stock split; potential cost, headcount and salary reduction actions may not be sufficient or may not achieve their expected results; circumstances outside of the Company’s control, such as natural disasters, climate change, health epidemics and pandemics, terrorist attacks, and civil unrest; risks related to the Company’s operations in China; the success of the Company’s remedial measures taken in response to the Special Committee findings; the Company’s dependence on its suppliers and contract manufacturer; the Company’s ability to develop and protect its technologies; the Company’s ability to protect against cybersecurity risks; and the ability of the Company to attract and retain employees, any adverse developments in existing legal proceedings or the initiation of new legal proceedings; the volatility of the Company’s stock price; the ability of the Company to maintain its stock price above $1.00; and the ability of the Company to maintain compliance with Nasdaq regulations for continued listing. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Company’s Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on August 13, 2026; the quarter ended March 31, 2026, filed with the SEC on May 14, 2026; and Form 10-K filed with the SEC on March 31, 2026, and other documents filed by the Company from time to time with the SEC.  

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SOURCE FF EAI Robotics Ecosystem Inc.

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