F-1/A: AI Assets Files F-1/A for Nasdaq IPO Amidst Losses

AI Assets Ltd. filed an amended registration statement for its initial public offering of 4 million Class A Ordinary Shares on Nasdaq, aiming to raise $15.56 million despite a history of net losses.

Summary

• AI Assets Ltd., through its Singapore subsidiary MAXE AI, is a technology company providing AI-powered financial information and market tracking services.
• The company offers two main products: MAXE, a subscription-based AI investment assistant app for individual users, and TPS, a tailored strategy and portfolio information system for institutional users.
• MAXE was launched in February 2024 in 176 countries and regions and had over 147,000 registered users as of June 30, 2025.
• For the year ended June 30, 2025, MAXE generated $126,200 in subscription revenue from approximately 3,900 individual users, a significant increase from $2,409 in 2024.
• The TPS system has not yet secured any users or generated revenue as of June 30, 2025, due to ongoing marketing and regulatory uncertainties.
• The company reported a net loss of $571,632 for the year ended June 30, 2025, an increase from $337,036 in 2024, primarily due to increased professional expenses related to the IPO.
• AI Assets has a history of losses and negative cash flow from operating activities, with a net current liabilities of $516,544 as of June 30, 2025, raising a going concern note.
• The CEO, Yibin Xu, will beneficially own approximately 69.2% of the total voting power post-offering, making AI Assets a controlled company under Nasdaq rules.
• The IPO involves offering 4,000,000 Class A Ordinary Shares at an anticipated price range of $4.00 to $5.00 per share, with net proceeds estimated at $15.56 million.
• Up to 2,000,000 Class A Ordinary Shares may also be offered for resale by existing selling shareholders, from which the company will not receive any proceeds.
• The company plans to use IPO proceeds for advertising and business expansion (27%), expansion of research and customer management teams (30%), and general working capital and corporate purposes (43%).
• AI Assets has applied to list its Class A Ordinary Shares on the Nasdaq Capital Market under the symbol AIAS, with the offering contingent upon successful listing.

Sentiment

Score: 5

Explanation: The sentiment is neutral to slightly cautious. While the company shows strong revenue growth for its MAXE app and has clear growth strategies, it also faces significant challenges including a history of net losses, negative cash flow, a going concern note, and the unproven commercialization of its TPS product. The high dilution for new investors and the controlled company structure are also notable concerns.

Positives

• Revenue from membership subscriptions increased significantly by approximately 5,139% year-over-year, from $2,409 in 2024 to $126,200 in 2025, indicating strong demand for the MAXE app.
• MAXE app achieved over 147,000 registered users as of June 30, 2025, demonstrating growing user adoption.
• The company has a clear growth strategy focusing on expanding through joint ventures, acquisitions, strategic alliances, strengthening AI capabilities (GPT models, financial sector-specific AI), and widening its product range.
• Management has secured a $100,000 credit for cloud servers and AI arithmetic from Microsoft, valid through July 2026, reducing immediate operational costs.
• The controlling shareholder, Mr. Yibin Xu, is committed to providing necessary financial support to ensure sufficient working capital for at least twelve months, addressing the going concern risk.

Negatives

• The company incurred a net loss of $571,632 for the year ended June 30, 2025, an increase of approximately 69.58% from $337,036 in 2024.
• Operating activities resulted in negative cash flow, with $105,311 used in 2025 and $309,764 in 2024.
• As of June 30, 2025, the company had net current liabilities of $516,544 and a cash balance of $151,405, indicating liquidity challenges and raising a going concern note.
• The TPS system, aimed at institutional users, has not yet secured any users or generated revenue, highlighting a lack of commercialization success for one of its key products.
• New investors in the IPO will experience immediate and substantial dilution of approximately $3.67 per Class A Ordinary Share, as the offering price is significantly higher than the net tangible book value.
• The dual-class share structure concentrates 69.2% of total voting power with CEO Yibin Xu, limiting the influence of other shareholders and potentially affecting the market price of Class A Ordinary Shares due to exclusion from certain indices.

Risks

• Limited operating history makes it difficult to judge future prospects and increases investment risk.
• Inability to access capital markets in the future could hinder growth and operations.
• Exposure to risks from fluctuations in foreign currency exchange rates.
• Potential inability to obtain necessary approvals, certifications, or licenses to operate in various jurisdictions.
• Business, industry, and economy are subject to the impact of new or continuing infectious disease outbreaks (e.g., COVID-19).
• Lack of business interruption insurance exposes the company to significant financial losses from disruptions.
• Risk of claims due to products/services not meeting customer specifications or being defective, without insurance coverage.
• Major failures or malfunctions in platforms could adversely affect reputation and profitability.
• High dependence on the ability to offer high-quality content that meets user preferences and demands.
• Failure to offer high-quality customer support could adversely affect business and reputation.
• Dependence on third-party API providers and cloud service providers (e.g., Microsoft, OpenAI) for operations, with risks of interruptions, outages, and security breaches.
• Substantial investments in new product offerings and technologies are inherently risky and may not yield expected benefits.
• Significant failure or deterioration in quality control systems could materially affect business and operating results.
• Reliance on user and third-party data, with risks related to data quality, accuracy, privacy concerns, and regulatory changes.
• Potential adverse impact from U.S. government restrictive policies on AI technology affecting vendor services.
• Increasing regulatory requirements in AI could impede progress and increase compliance burdens.
• Negative publicity could harm business and reputation, affecting customer acquisition and retention.
• Improper, illegal, or inappropriate activity by users, employees, or third parties could harm business and expose to liability.
• Failure to manage growth effectively could adversely affect brand, business, financial condition, and results of operations.
• Potential inability to raise additional capital on acceptable terms or at all, leading to adverse effects on business and growth prospects.
• Use of open-source software could adversely affect platform offerings and lead to costly litigation.
• Dependence on collaborations with third parties for product candidates, with risks of discretion, competition, intellectual property disputes, and termination.
• Prioritizing long-term user trust over short-term gains may result in slower revenue growth or reduced profitability.
• Operational metrics are subject to inherent measurement challenges, and inaccuracies could harm reputation and business.
• Risks associated with payment facilitation from users, including fraud and reliance on third-party processors.
• Controlled company status limits the ability of other shareholders to influence significant decisions.
• Dual-class share structure concentrates voting control with the CEO, potentially depressing the market price of Class A Ordinary Shares due to exclusion from certain indices.
• An active trading market for Class A Ordinary Shares may not be established or sustained, leading to significant price fluctuations.
• Failure to maintain Nasdaq listing could limit investor transactions and subject the company to additional trading restrictions.
• Volatility in the trading price of Class A Ordinary Shares could result in substantial losses to investors.
• Lack of research or adverse changes in recommendations by securities analysts could cause market price and trading volume to decline.
• No expected dividends in the foreseeable future means investors must rely on price appreciation for returns.
• Substantial future sales or perceived potential sales of Class A Ordinary Shares could cause the price to decline.
• Management has considerable discretion in using IPO net proceeds, which may not produce income or increase share price.
• Classification as a Passive Foreign Investment Company (PFIC) could have adverse U.S. federal income tax consequences for U.S. taxpayers.
• As an emerging growth company, the company may take advantage of reduced reporting requirements, potentially limiting information available to investors.
• As a foreign private issuer, the company is exempt from certain U.S. domestic issuer requirements, affording less protection to shareholders.
• Loss of foreign private issuer status in the future could result in significant additional costs and expenses.
• Significantly increased costs and management time due to Nasdaq listing requirements.
• Shareholders may have fewer protections under BVI law compared to U.S. law.
• Difficulty in effecting service of legal process and enforcing judgments against the company, its directors, and management due to BVI incorporation and non-U.S. residency of key personnel.

Future Outlook

The company intends to expand its business and operations through joint ventures, acquisitions, and strategic alliances, particularly focusing on enhancing AI model computing power through cooperation with large GPT models and developing financial sector-specific AI models within the next 12 months. It also plans to widen its product range by adding advanced portfolio analytics, scenario planning tools, and additional risk features, while building a robust, scalable infrastructure for potential geographic expansion into Hong Kong (last quarter of 2026) and New York (last quarter of 2027).

Management Comments

• Our mission is to make financial decisions a time saving and rewarding experience by delivering accurate, relevant information without the need for users to sift through vast amounts of news.
• We achieve this by creating innovative informative tools and frictionless digital experiences leveraging innovative technology to analyze and distill complex financial data into clear, actionable insights.
• We believe that we may continue to incur losses for some time in the future.
• Our controlling shareholder, Mr. Yibin Xu, is committed to providing all necessary financial support to ensure the Company has sufficient working capital for at least twelve months from the issuance date of these consolidated financial statements.
• We will still actively seek capital funding and listing to provide sufficient runway for our operations and growth initiatives if we fail to go public, including loans from our existing shareholders.
• We will remain cautious about our expansion plans until further funding is successful.
• We believe that continued investment in research and development is key to our future growth.

Industry Context

The company operates in the rapidly growing global robo-advisory market, which was valued at USD 5.21 billion in 2022 and is projected to grow at a CAGR of 29.7% from 2022 to 2030. This growth is driven by widespread digitalization in finance, a shift from traditional to automated investment services, and increasing adoption of AI and machine learning. The industry is characterized by high technological and operational barriers to entry, evolving revenue models, and a strong focus on user experience. North America currently dominates the market, but Asia Pacific is anticipated to witness the fastest growth, aligning with the company's expansion plans in Singapore and Hong Kong.

Comparison to Industry Standards

• The company positions itself as an information platform rather than an investment advisor, which differs from some AI-driven platforms like PortfolioPilot.com and Rafa.ai that offer transactions or direct advice.
• The MAXE app's multi-faceted information aggregation (mainstream assets, macroeconomic indicators, mutual fund holdings) is stated to surpass the service scope of many traditional information providers like Yahoo Finance and Seeking Alpha.
• The company's strategy of not charging advisory fees for its MAXE app (subscription for information updates) aligns with some industry trends where companies like The Charles Schwab Corporation's robo-advisor do not charge advisory fees.
• The TPS system aims to help small and medium-sized investment institutions save labor costs and improve service satisfaction, addressing a specific market gap where larger funds typically build their own strategy pools.
• The company's dual-class share structure, which concentrates voting power, is noted as potentially making it ineligible for inclusion in certain stock indices (e.g., FTSE Russell, S&P Dow Jones), a trend that affects other newly public companies with similar structures.

Management Changes

Corporate Governance

Legal Proceedings

• No pending or threatened claims and litigation as of June 30, 2025, and through the date the consolidated financial statements were available to be issued.

Related Party Transactions

• MAXE AI entered into a bank account usage arrangement with MAXE HK (wholly owned by CEO Yibin Xu) on September 18, 2023, for facilitating business operations, which ceased on September 18, 2024.
• As of June 30, 2025, $319,154 was due to related parties, including $191,540 paid by CEO Yibin Xu for operation and listing-related expenses on behalf of the company.
• A two-year $100,000 interest-free financial support was provided by shareholder 4DI Capital LLC (jointly controlled by CFO Dong Chen and employee Haocheng Sun) in December 2024.
• Payroll payable as of June 30, 2025, included $100,000 payable to Yibin Xu and $50,000 payable to Dong Chen.

Stakeholder Impact

• **Shareholders (New Investors)**: Will experience immediate and substantial dilution of $3.67 per Class A Ordinary Share. Their voting power will be significantly limited due to the dual-class structure and the CEO's controlling stake.
• **Shareholders (Existing)**: Will see an increase in net tangible book value per share of $0.84 due to the IPO. Their influence will remain concentrated with the CEO.
• **Customers (Individual Users)**: MAXE app users benefit from expanded AI capabilities and product range, aiming for more accurate market predictions, better data pattern recognition, enhanced risk assessment, and improved personalization.
• **Customers (Institutional Users)**: TPS system aims to help small and medium-sized financial institutions save labor costs and improve service satisfaction, though it has not yet secured users.
• **Employees**: The company plans to expand research and customer management teams, indicating potential job growth. However, the lack of uniform insurance coverage for remote employees and no key-man life insurance could be a concern.
• **Creditors**: The company's history of losses and negative cash flow, along with a going concern note, indicates higher risk, though the controlling shareholder has committed to providing financial support for at least 12 months.

Next Steps

• Complete the initial public offering and list Class A Ordinary Shares on the Nasdaq Capital Market under the symbol AIAS.
• Expand business and operations through joint ventures, acquisitions, and/or strategic alliances.
• Strengthen AI model computing power technology through cooperation with large GPT models.
• Develop or collaborate with third parties to develop AI models specific to the financial sector within the next 12 months.
• Widen product range by adding advanced portfolio analytics, scenario planning tools, and additional risk features.
• Enhance stability and scalability of the platform to handle increased data loads and processing demands.
• Prepare for potential geographic expansion by ensuring compliance with various regulatory environments.
• Establish a new office in Hong Kong in the last quarter of 2026 to promote services in East Asia.
• Establish an office in New York in the last quarter of 2027.
• Continue to refine the functionality of the TPS system, including possible compliance requirements, before commercialization.

Key Dates

Keywords

AI Assets, MAXE AI, Fintech, Robo-advisory, Artificial Intelligence, Investment Assistant App, Financial Information Services, Market Tracking, IPO, Nasdaq Capital Market, F-1/A, SEC Filing, Singapore, British Virgin Islands, Dual-Class Shares, Controlled Company