Fangdd Network to acquire AI technology assets for $34.3 million
Asset Purchase Agreement: Fangdd Network has agreed to purchase AI technology assets from a British Virgin Islands company for $34,320,000 as part of its strategy to enhance technology-enabled real estate management.
Earnout Payments Structure: The seller will receive earnout payments based on the company's revenue growth for the years 2025, 2026, and 2027, with specific percentages applied to the revenue increase, payable in Class A ordinary shares.
Transaction Timeline: The company has three months to secure funding and finalize the transaction, with a deadline of December 29, 2025, after which it can terminate the agreement without liability.
Standard Provisions: The purchase agreement includes customary representations, warranties, and other provisions typical for such transactions.
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FangDD Unveils $34.32 Million Convertible Note Offering for Asset Acquisition and Plans for Class C Ordinary Share Issuance
Convertible Note Agreement: Fangdd Network Group Ltd. has entered into a convertible note purchase agreement to issue a promissory note worth $34.32 million to an investor, aimed at fulfilling payment obligations under a prior asset purchase agreement.
Note Details: The note will mature in 364 days without interest and can be converted into Class A ordinary shares at a price of $1.0409, with automatic conversion on the maturity date if not previously converted.
Share Subscription Agreement: To maintain corporate structure post-conversion, Fangdd has a share subscription agreement with ZX INTERNATIONAL LTD, allowing the sale of up to 12,731 Class C ordinary shares if the note holder exercises conversion.
Regulatory Compliance: The issuance of the note and shares is exempt from registration under the Securities Act, complying with relevant regulations for private offerings.
Fangdd Network Announces First Half Results
Financial Performance Overview
- Net Loss per Share: For the first half of 2025, Fangdd Network reported a basic and diluted net loss per share of RMB12.7 (US$1.8) and RMB9.7 (US$1.4) respectively.
- Revenue Growth: The company's revenue surged by 45.3%, reaching RMB203.4 million (US$28.4 million) compared to RMB140.0 million in the same period of 2024.
Profitability Analysis
- Net Loss: Fangdd Network experienced a net loss of RMB39.2 million (US$5.5 million) for the first half of 2025, a significant decline from a net income of RMB16.4 million in the same period of 2024.
- Non-GAAP Net Loss: The non-GAAP net loss for the same period was also RMB39.2 million (US$5.5 million), contrasting with a non-GAAP net income of RMB16.4 million in the first half of 2024.
