F-1/A: Kokobots Group Files for Nasdaq IPO Amid Robotics & IoT Growth

Kokobots Group, a Cayman Islands holding company with primary operations in China, is launching an initial public offering of 3.75 million Class A ordinary shares on Nasdaq, targeting a price range of $4.00 to $5.00 per share.

Summary

• Kokobots Group is offering 3,750,000 Class A ordinary shares in its initial public offering, with an expected price range of $4.00 to $5.00 per share.
• The company operates primarily in China, focusing on intelligent commercial cleaning robots leveraging L4 autonomous driving technology and IoT solution products like RFID wristbands.
• Revenues for the year ended June 30, 2025, were approximately $4.5 million, an increase of 9.8% from $4.0 million in 2024.
• Net income for the year ended June 30, 2025, was approximately $0.9 million, a decrease from $1.0 million in 2024.
• Sales and lease of intelligent commercial cleaning robots saw a significant revenue increase of 91.1% to $1.4 million in 2025, while IoT product sales decreased by 8.1% to $3.0 million.
• Gross profit increased by 17.9% to $2.4 million in 2025, with gross margin improving from 49.2% to 52.8%.
• The company has applied to list its Class A ordinary shares on Nasdaq under the symbol KOKO and will not complete the offering unless listed.
• Mr. Congming Pi, CEO and director, will retain approximately 91.1% of the total voting power post-offering, making Kokobots a controlled company under Nasdaq rules.

Sentiment

Score: 5

Explanation: The sentiment is neutral to slightly positive, reflecting significant growth opportunities in the robotics and IoT markets, coupled with strong product innovation and strategic expansion plans. However, this is balanced by notable risks, including a decline in net income, heavy dependence on key customers, material weaknesses in internal controls, and substantial regulatory uncertainties and potential delays related to operating in China and the IPO process.

Positives

• Total revenues increased by 9.8% to approximately $4.5 million for the year ended June 30, 2025.
• Revenue from sales and lease of intelligent commercial cleaning robots surged by 91.1% to approximately $1.4 million in 2025, indicating strong growth in this segment.
• Gross profit increased by 17.9% to approximately $2.4 million, and gross margin improved from 49.2% to 52.8% in 2025, driven by better cost control and economies of scale in robot production.
• The global market for low-speed autonomous service robots is projected to grow at a CAGR of 20.0% through 2029, and the commercial cleaning robot market at a CAGR of 16.8%, presenting significant opportunities.
• The RFID wristband market is also expected to grow, with shipments reaching 6.0 billion units by 2029, supported by a 10.5% CAGR in global event attendance.
• The company possesses patented L4 low-speed autonomous driving technology and a versatile Nextrobot platform, enabling precise navigation and efficient cleaning.
• A comprehensive and unique product portfolio includes over 20 types of wristbands and five models of commercial cleaning robots, including the world's first carpet cleaning robot (S76).
• Strong production capabilities and advanced supply chain management allow for fast order delivery and consistent quality for IoT products, with urgent customized wristband orders fulfilled within three to five days.
• An experienced and visionary leadership team, led by CEO Congming Pi with over 18 years of industry expertise, guides strategic direction and growth.
• The company is actively expanding its sales and distribution network internationally, currently selling products through distributors in twelve countries and planning expansion into Southeast Asia, the Middle East, Australia, and South America.
• All PRC subsidiaries have received requisite licenses and approvals for current business operations in China, and no permission has been denied.

Negatives

• Net income decreased by 14.1% from approximately $1.0 million in 2024 to $0.9 million in 2025.
• Revenue from sales of IoT products decreased by 8.1% to approximately $3.0 million in 2025, due to a shift in focus to cleaning robots.
• The company is heavily dependent on key customers, with ID&C accounting for approximately 49.8% of total revenues in 2025 and 60.8% in 2024, posing a significant risk if orders are reduced or cancelled.
• Identified material weaknesses in internal control over financial reporting, including lack of sufficient competent financial reporting personnel, formal internal control policies, and IT governance procedures.
• The company has a limited operating history and financial track record in the emerging and fast-evolving autonomous driving industry, making business prospects difficult to evaluate.
• Future capital needs are significant for growth and R&D, potentially requiring additional equity or debt securities that could dilute shareholders.
• Accounts receivables are typically unsecured, and if customers default, it could disrupt cash flow and financial obligations.
• Heavy dependence on key suppliers for raw materials (e.g., Supplier A accounted for 22.1% of purchases in 2025), with no long-term purchase agreements, creating supply chain risks.
• Limited insurance coverage could expose the company to significant costs and business disruptions not covered by current policies.
• The company has not made adequate contributions to employee benefit plans as required by PRC regulations, potentially leading to late fees and fines.

Risks

• The CSRC's Trial Measures for overseas listings by China-based companies may significantly limit or completely hinder the ability to offer securities and could cause share value to decline or become worthless.
• Changes in PRC government political and economic policies or in relations between China and the United States may materially and adversely affect business, financial condition, and results of operations.
• Uncertainties exist regarding how the PRC Foreign Investment Law may impact the viability of the current corporate structure and operations, potentially requiring cessation of business in China.
• The PRC government exerts substantial influence over business activities and may intervene or influence operations at any time, leading to material changes in operations or decline in share value.
• Rules and regulations in China can change quickly with short notice, and uncertainties in interpretation and enforcement could limit legal protections.
• Cash or assets in mainland China or Hong Kong may not be available to fund operations or for other use outside these regions due to PRC government interventions or restrictions on cash transfers.
• Difficulties may be experienced in effecting service of legal process, enforcing foreign judgments, or bringing actions in China against the company or management based on foreign laws.
• Any requirement to obtain prior approval under the M&A Rules or other PRC regulations in the future could delay the offering and have a material adverse effect on business and share price.
• PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay the use of offering proceeds to fund PRC subsidiaries.
• Reliance on dividends and other distributions from PRC subsidiaries to fund offshore cash and financing requirements, with limitations on their ability to transfer cash out of China.
• Class A ordinary shares may be delisted under the HFCA Act if the PCAOB is unable to inspect the auditor for two consecutive years, materially affecting investment value.
• The company is an emerging growth company with a limited operating history and financial track record in the emerging and fast-evolving autonomous driving industry, involving significant risks and uncertainties.
• Operating in an emerging market means slower-than-expected development of commercial cleaning robot markets and demand could harm operating results and growth prospects.
• The industry is subject to rapid technological change and increasing competition, potentially impacting the company's competitive position.
• Future capital needs may require selling additional equity or debt securities, diluting or subordinating shareholder rights.
• Operating history may not be indicative of future growth or financial results, and historical growth rates may not be sustained.
• Future results depend on successful development and improvement of new product offerings, which are subject to difficulties and uncertainties.
• Limited experience in operating commercial cleaning robots in various applications, with unforeseen safety issues potentially leading to injuries, adverse publicity, and lawsuits.
• Failure to maintain product quality could have a material adverse effect on reputation, financial condition, and results of operations.
• Inability to attract and retain customers and maintain satisfactory customer experience could materially and adversely affect business.
• Exposure to fluctuations in the supply of, or demand for, key components (chips, inlays, sensors, batteries) and raw materials (chemical, plastic) could adversely affect trading volume and product prices.
• Inability to pass on price increases for raw materials to customers could adversely affect results of operations.
• Components used in sensors may fail due to manufacturing, design, or other defects, rendering devices inoperable and harming business.
• Commercial cleaning robots are highly technical and vulnerable to hardware errors or software bugs, which may harm reputation and business.
• Changes in U.S. and international trade policies, particularly with China, and the ongoing trade war, may adversely impact business and operating results, including reduced demand due to tariffs.
• Increasing focus on environmental, social, and governance (ESG) matters may impose additional costs or expose the company to risks.
• Exposure to foreign currency exchange rate risk, with fluctuations potentially increasing product purchase costs and impacting foreign sales.
• The war in Ukraine could materially and adversely affect global economic markets and indirectly impact the company's business.
• No active trading market for Class A ordinary shares may develop, and the trading price may fluctuate significantly.
• Nasdaq may apply additional and more stringent criteria for initial and continued listing due to a small public offering and large insider holdings.
• Extreme volatility experienced by comparable IPOs could make it difficult for investors to assess the value of Class A ordinary shares.
• Immediate and substantial dilution will be experienced by new investors due to the initial public offering price being substantially higher than the pro forma net tangible book value per share.
• Management will have considerable discretion in the use of net proceeds, which may not produce income or increase share price.
• Classification as a passive foreign investment company (PFIC) could have adverse United States federal income tax consequences for U.S. taxpayers.
• Anti-takeover provisions in the amended and restated memorandum and articles of association could have a material adverse effect on shareholder rights.
• The dual-class share structure with different voting rights will limit the ability of Class A shareholders to influence corporate matters and could discourage potential acquirors.
• The dual-class voting structure may render Class A ordinary shares ineligible for inclusion in certain stock market indices, adversely affecting trading price and liquidity.
• Difficulties in protecting interests and limited ability to protect rights through U.S. courts due to incorporation under Cayman Islands law.
• Incurrence of significantly increased costs and substantial management time due to public company reporting requirements.
• A limited number of participants purchasing a significant percentage of the offering could result in a smaller public float and volatile share price.

Future Outlook

The company plans to continuously enhance and expand product offerings through ongoing R&D and technological innovations, focusing on new features for commercial cleaning robots like self-emptying trash bins and trash recognition. It intends to apply L4 autonomous driving technology to delivery and garbage collection robots, with successful real-world tests already completed. R&D on humanoid robots for household use is planned following the launch of the S76. Strategies also include reducing costs by optimizing product designs and production efficiency, expanding sales and distribution networks into Southeast Asia, the Middle East, Australia, and South America, and attracting and retaining skilled professionals through competitive compensation and performance review systems.

Management Comments

• Our mission is to reshape work and lifestyle habits around the world through the power of our intelligent robotics and technological advancements.
• We are dedicated to developing innovative IoT products and robotic cleaning solutions aimed at improving efficiency and convenience in everyday life.
• We seek to strengthen our market presence both in the PRC and internationally.
• We believe our ability to swiftly develop innovative products is a result of the product innovation process we have established, the versatility and scalability of our core technologies, and the management philosophy guiding that process.

Industry Context

The global market for low-speed autonomous service robots is experiencing significant growth, expanding from 72.5 thousand units in 2019 to 160.1 thousand units in 2024 (17.1% CAGR), with a projected 20.0% CAGR through 2029. The commercial cleaning robot market specifically grew from 15.6 thousand units in 2019 to 27.9 thousand units in 2024 (12.3% CAGR) and is expected to reach 60.5 thousand units by 2029 (16.8% CAGR). This growth is driven by increasing labor costs, technological advancements in AI and autonomous driving, demand for operational efficiency, and higher cleaning standards. The RFID wristband market also shows strong growth, tied to global events, with shipments expected to reach 6.0 billion units by 2029. Supportive government policies in China, the U.S., and Europe further bolster these industries.

Comparison to Industry Standards

• The company competes with major players in the commercial cleaning robot industry such as Gaussian Robotics, iDriverplus Technology, and Nilfisk.
• Gaussian Robotics, based in Shanghai, serves over 3,000 customers globally across 60 countries with automated cleaning solutions for hotels, offices, and transportation hubs.
• iDriverplus Technology is noted for its open L4 technology and localized L4 deployment capabilities in restricted areas, with its VIGGO series navigating complex environments.
• Nilfisk, a Denmark-based company listed on the Copenhagen stock exchange, is a well-established supplier of cleaning equipment operating in 45 countries with distributors in over 100.
• Kokobots Group differentiates itself with a versatile and customizable product range, including over 20 types of wristbands and five models of commercial cleaning robots, covering nearly all floor types.
• The S95 Sweeper & Scrubber offers unmatched functionality by combining sweeping, washing, water absorption, and optional mopping, capable of cleaning various waste types and suitable for challenging environments like warehouses and parking lots.
• The S76 Carpet Steam Cleaning Robot is highlighted as a pioneering solution, believed to be the only carpet cleaning robot equipped with hydrosteam technology and an autopilot system on the market, delivering up to twice the cleaning power of other robots.

Management Changes

Corporate Governance

Legal Proceedings

• No material, active, pending, or threatened legal proceedings against the company as of the date of this prospectus.

Related Party Transactions

• Working capital loans of $302,373 were provided to Huaian Yongdao Intelligent Technology Co., Ltd. (controlled by CEO's spouse) for the year ended June 30, 2024, and fully collected in FY2025.
• Unsecured, interest-free loans of $113,899 were provided to Mr. Congming Pi (CEO and director) for the year ended June 30, 2025, and fully collected on September 1, 2025.
• Mr. Pi paid certain business expenses on behalf of the company, resulting in a balance of $122,869 due to him as of June 30, 2024, which was fully repaid in FY2025.

Stakeholder Impact

• Shareholders: Will experience immediate and substantial dilution from the IPO, face risks due to the dual-class share structure and concentrated voting power of the CEO, and may have limited ability to influence corporate matters or protect rights through U.S. courts due to Cayman Islands incorporation and PRC operations.
• Employees: The company plans to attract and retain talent through competitive compensation and performance reviews, but faces challenges in a competitive market.
• Customers: Will benefit from expanding and upgrading product offerings, including new robot features and broader distribution, but may face reduced demand for IoT products due to shifting company focus.
• Suppliers: The company's heavy dependence on key suppliers and lack of long-term agreements pose risks to supply stability and pricing, potentially impacting product availability and costs.
• Creditors: The company's ability to fund operations and service debt relies on cash flow from PRC subsidiaries, which is subject to PRC currency exchange and dividend distribution restrictions.
• Regulatory Authorities (PRC & US): The company is subject to heightened scrutiny and compliance requirements from the CSRC, CAC, and SEC, with potential for delays, fines, or delisting if regulations are not met.

Next Steps

• Complete the initial public offering and list Class A ordinary shares on Nasdaq under the symbol KOKO.
• Obtain clearance from the China Securities Regulatory Commission (CSRC) for the overseas listing.
• Implement remediation measures for identified material weaknesses in internal control over financial reporting, including hiring qualified accounting personnel, establishing formal policies, and improving IT governance.
• Appoint independent directors and establish audit, compensation, and nominating & corporate governance committees.
• Continue R&D efforts to enhance commercial cleaning robots with new features (e.g., self-emptying trash bins, trash recognition) and develop new applications for L4 autonomous driving technology (e.g., delivery, garbage collection robots).
• Initiate R&D on humanoid robots for household use following the S76 launch.
• Optimize product designs and production processes to reduce costs and improve efficiency.
• Expand sales and distribution networks into Southeast Asia, the Middle East, Australia, and South America.
• Attract and retain skilled professionals, particularly at midto senior-levels, through competitive compensation and performance review systems.

Key Dates

Recommendation

While Kokobots Group operates in high-growth sectors (autonomous robotics and IoT) and demonstrates strong revenue growth in its core robotics segment, the investment carries significant risks. The decline in net income, heavy reliance on a few key customers and suppliers, and identified material weaknesses in internal controls present operational challenges. Furthermore, the substantial regulatory uncertainties in China, including CSRC clearance for overseas listing and potential delisting under the HFCA Act, introduce considerable geopolitical and compliance risks. The dual-class share structure also limits the influence of public shareholders. Given these mixed signals and the high level of uncertainty, a 'hold' recommendation is appropriate for seasoned investors, suggesting caution until there is greater clarity on regulatory outcomes and sustained improvement in profitability and internal controls.

Keywords

Intelligent Robotics, L4 Autonomous Driving, Commercial Cleaning Robots, IoT Solutions, RFID Wristbands, Nasdaq IPO, China-based Company, Emerging Growth Company, Foreign Private Issuer, Corporate Governance, SEC Filing, Market Expansion, Technology Innovation, Supply Chain Management, CSRC Regulations, HFCA Act, Dual-Class Shares