F-3/A 1 ea0278071-f3a1_ezgotech.htm AMENDMENT 1 TO FORM F-3

As filed with the Securities and Exchange Commission on February 27, 2026

Registration No. 333-291823

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

AMENDMENT NO. 1 TO

FORM F-3

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

EZGO Technologies Ltd.

(Exact name of registrant as specified in its charter)

Not Applicable

(Translation of registrant’s name into English)

British Virgin Islands		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Building #A, Floor 2, Changzhou Institute of Dalian University of Technology,

Science and Education Town,

Wujin District, Changzhou City

Jiangsu, China 213164
Tel: + 86 51983683805

(Address and telephone number of registrant’s principal executive offices)

Cogency Global Inc.

122 East 42^nd Street, 18^thFloor

New York, NY 10168

(Name, address, and telephone number of agent for service)

Copies of Correspondence to:

William S. Rosenstadt, Esq.

Mengyi “Jason” Ye, Esq.
Ortoli Rosenstadt LLP
366 Madison Avenue, 3rd Floor
New York, NY 10017
Tel: +1 212-588-0022

Fax: +1 212-826-9307

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective as determined in light of market conditions.

If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We cannot sell these securities until the registration statement that we have filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where their offer or sale is not permitted.

Subject to Completion, dated February 27, 2026

PROSPECTUS

EZGO Technologies Ltd.

US$200,000,000

Ordinary Shares

Debt Securities

Warrants

Rights

Units

We may offer, issue and sell from time to time ordinary shares, no par value per share (“Ordinary Shares”), , debt securities, warrants, rights or units up to US$200,000,000 or its equivalent in any other currency, currency units, or composite currency or currencies in one or more issuances. We may sell any combination of these securities in one or more offerings.

This prospectus describes some of the general terms that may apply to these securities and the general manner in which they may be offered. The specific terms of any securities to be offered, and the specific manner in which they may be offered, will be described in a supplement to this prospectus or incorporated into this prospectus by reference. You should read this prospectus and any supplement carefully before you invest. Each prospectus supplement will indicate if the securities offered thereby will be listed or quoted on a securities exchange or quotation system.

The information contained or incorporated in this prospectus or in any prospectus supplement is accurate only as of the date of this prospectus, or such prospectus supplement, as applicable, regardless of the time of delivery of this prospectus or any sale of EZGO Technologies Ltd. (“EZGO”)’s securities.

EZGO’s Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “EZGO.” On February 26, 2026, the closing sale price of the Ordinary Shares was US$1.65. As of January 5, 2026, the aggregate market value of EZGO’s outstanding Ordinary Shares held by non-affiliates was approximately US$77,706,304 based on 20,884,745 issued and outstanding Ordinary Shares, of which approximately 20,721,681 Ordinary Shares were held by non-affiliates and the per share price of $3.75, which was the closing price of our Ordinary Shares on Nasdaq on November 12, 2025.

We received a written notification from the Nasdaq Stock Market LLC (the “Nasdaq”) on December 30, 2024, notifying us that we are not in compliance with the minimum bid price requirement set forth in the Nasdaq rules for continued listing on the Nasdaq (the “Minimum Bid Price Requirement”). On July 2, 2025, the Company received a letter from Nasdaq, indicating that the Company is granted an additional 180 calendar days, until December 29, 2025, to regain compliance with the minimum bid price requirement of $1.00 per share, as stipulated by Nasdaq Listing Rule 5550(a)(2). To regain compliance, our Ordinary Shares must have a closing bid price of at least US$1.00 for a minimum of 10 consecutive trading days by December 29, 2025. On November 7, 2025, our Board of Directors approved a 25-to-1 reverse split of our Ordinary Shares (the “Reverse Share Split”). Our Ordinary Shares began trading on a post-reverse split basis on November 21, 2025. Following the Reverse Share Split, the closing bid price of the Company’s Ordinary Shares remained at or above US$1.00 per share for 13 consecutive business days, from November 21, 2025 through December 10, 2025. As a result, the Company regained compliance with Nasdaq Listing Rule 5550(a)(2), and Nasdaq subsequently confirmed that the deficiency matter had been resolved and closed. Unless specified otherwise, all references in this prospectus to share and per share data have been adjusted, including historical data which has been retroactively adjusted, to give effect to the Reverse Share Split. For more information, see “Risk Factors – Risks Related to Our Ordinary Shares – The market price of EZGO’s Ordinary Shares has recently declined significantly, and EZGO’s Ordinary Shares could be delisted from the Nasdaq or trading could be suspended.” on page 54 of this prospectus.

We may offer securities through underwriting syndicates managed or co-managed by one or more underwriters, through agents, or directly to purchasers. The prospectus supplement for each offering of securities will describe the plan of distribution for that offering. For general information about the distribution of securities offered, please see “Plan of Distribution” in this prospectus.

The principal executive offices of EZGO Technologies Ltd. are located at Building #A, Floor 2, Changzhou Institute of Dalian University of Technology, Science and Education Town, Wujin District, Changzhou City, Jiangsu, China 213164, and its telephone number is + 86 51983683805. The registered address of EZGO Technologies Ltd. in the British Virgin Islands is located at Maples Corporate Services (BVI) Limited, PO Box 173, Kingston Chambers, Road Town Tortola, British Virgin Islands.

In this prospectus, “we,” “us,” “our,” “our company,” the “Company,” or similar terms refer to EZGO Technologies Ltd. and/or its consolidated subsidiaries. As of the date hereof, the Company does not have a VIE Structure and controls all its subsidiaries through equity ownership. Prior to September 25, 2025, the Company had a VIE structure. Jiangsu EZGO Electronic Technologies, Co., Ltd. (formerly known as Jiangsu Baozhe Electric Technologies, Co., Ltd.) (the “VIE”), a PRC company, was treated as a variable interest entity under U.S. GAAP for accounting purposes. The agreements (the “VIE Agreements”) by and among EZGO Technologies Group Co., Ltd. (formerly known as Changzhou EZGO Enterprise Management Co., Ltd., and Changzhou Jiekai Enterprise Management Co., Ltd.) (“Changzhou EZGO”), VIE and the shareholders of the VIE was terminated and the VIE and its subsidiaries were disposed on September 25, 2025. As of the date of this prospectus, EZGO conducts operations in China through its subsidiaries and EZGO does not conduct any business on its own. Prior to the termination of the VIE Agreement, the financial results of the VIE and its subsidiaries were consolidated into our financial statements for accounting purposes, but we do not hold any equity interest in the VIE or any of its subsidiaries. Investors are purchasing an interest in EZGO, the British Virgin Islands holding company.

Investing in EZGO’s securities is highly speculative and involves a significant degree of risk. EZGO is not an operating company established in the People’s Republic of China, or the PRC, but a holding company incorporated in the British Virgin Islands. As a holding company with no material operations of its own, EZGO conducts substantially all of its operations through its subsidiaries. Investors may never hold equity interests in the Chinese operating subsidiaries. The securities offered in this prospectus are securities of our British Virgin Islands holding company. For a description of our corporate structure and contractual arrangements with the VIE, see “Risk Factors – Risks Related to Our Corporate Structure” on page 52 of this prospectus. See also “Risk Factors” on page 26 of this prospectus.

In addition, as EZGO conducts substantially all of its operations in China through its subsidiaries in China, it is subject to legal and operational risks associated with having substantially all of its operations in China, which risks could result in a material change in its operations and/or the value of the securities EZGO is registering for sale or could significantly limit or completely hinder its ability to offer or continue to offer its securities to investors and cause the value of its securities to significantly decline or be worthless. Recently, the PRC government initiated a series of regulatory actions and made a number of public statements on the regulation of business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. Our PRC counsel, AllBright Law Offices (Fuzhou), is of the view that as of the date of this prospectus, we are not directly subject to these regulatory actions or statements, as we have not implemented any monopolistic behavior and EZGO’s business operations through its subsidiaries in China do not involve large-scale collection of user data, implicate cybersecurity, or involve any other type of restricted industry. As further advised by our PRC counsel, as of the date of this prospectus, except for CSRC filing procedures, no other relevant laws or regulations in the PRC explicitly require us to seek approval from the China Securities Regulatory Commission (the “CSRC”) or any other PRC governmental authorities for our overseas securities offering plans, nor has our company or any of received any inquiry, notice, warning or sanctions regarding our offering of securities from the CSRC or any other PRC governmental authorities. However, since these statements and regulatory actions by the PRC government are newly published and official guidance and related implementation rules have not been issued, it is highly uncertain what potential impact such modified or new laws and regulations will have on the daily business operations, or ability to accept foreign investments and list on a U.S. or other foreign exchange. The Standing Committee of the National People’s Congress (the “SCNPC”) or other PRC regulatory authorities may in the future promulgate laws, regulations or implementing rules that require our Company or any of its subsidiaries to obtain regulatory approval from Chinese authorities before offering securities in the U.S. Any future Chinese, U.S., British Virgin Islands or other rules and regulations that place restrictions on capital raising or other activities by companies with extensive operations in China could adversely affect EZGO’s business through its subsidiaries in China and results of operations. See “Risk Factors - Risks Related to Doing Business in China” beginning on page 26 for a detailed description of various risks related to doing business in China and other information that should be considered before making a decision to purchase any of EZGO’s securities.

Furthermore, as more stringent criteria have been imposed by the SEC and the Public Company Accounting Oversight Board (the “PCAOB”) recently, EZGO’s securities may be prohibited from trading if our auditor cannot be fully inspected. On December 16, 2021, the PCAOB issued its determination that the PCAOB is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, because of positions taken by PRC authorities in those jurisdictions, and the PCAOB included in the report of its determination a list of the accounting firms that are headquartered in mainland China or Hong Kong. This list does not include our current auditor, HTL International, LLC, or our former auditor, Wei, Wei & Co., LLP. On August 26, 2022, the PCAOB announced that it had signed a Statement of Protocol (the “Statement of Protocol”) with the CSRC and the Ministry of Finance of China (“MOF”). The terms of the Statement of Protocol would grant the PCAOB complete access to audit work papers and other information so that it may inspect and investigate PCAOB-registered accounting firms headquartered in mainland China and Hong Kong. According to the PCAOB, its December 2021 determinations under the Holding Foreign Companies Accountable Act (the “HFCA ACT”) remain in effect.

The PCAOB is required to reassess these determinations by the end of 2022. Under the PCAOB’s rules, a reassessment of a determination under the HFCA ACT may result in the PCAOB reaffirming, modifying or vacating the determination. Our auditor, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. However, the PCAOB is currently unable to conduct inspections in China without the approval of Chinese government authorities, but access to audit work and papers may be available in the near future, as a result of the Statement of Proposal. If the PCAOB does gain such access, there is no assurance that it may not later be determined that the PCAOB is unable to inspect or investigate our auditor completely, and investors may be deprived of the benefits of such inspection. Any audit reports not issued by auditors that are completely inspected by the PCAOB, or a lack of PCAOB inspections of audit work undertaken in China that prevents the PCAOB from regularly evaluating our auditors’ audits and their quality control procedures, could result in a lack of assurance that our financial statements and disclosures are adequate and accurate, then such lack of inspection could cause EZGO’s securities to be delisted from the stock exchange.

On December 2, 2021, the SEC adopted final amendments to its rules implementing the HFCA Act. Such final rules establish procedures that the SEC will follow in (i) determining whether a registrant is a “Commission-Identified Issuer” (a registrant identified by the SEC as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority in that jurisdiction) and (ii) prohibiting the trading of an issuer that is a Commission-Identified Issuer for three consecutive years under the HFCA Act. The SEC began identifying Commission-Identified Issuers for the fiscal years beginning after December 18, 2020. A Commission-Identified Issuer is required to comply with the submission and disclosure requirements in the annual report for each year in which it was identified. Since we were not identified as a Commission-Identified Issuer for the fiscal year ended September 30, 2022, we were not required to comply with the submission or disclosure requirements in the 2022 Annual Report. As of the date of this prospectus, we have not been, and do not expect to be identified by the SEC under the HFCA Act. As disclosed earlier, on December 15, 2022, the PCAOB announced that it had secured complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate the previous 2021 determination report to the contrary. However, whether the PCAOB will continue to conduct inspections and investigations completely to its satisfaction of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our, and our auditor’s control, including positions taken by authorities of the PRC. The PCAOB is required under the HFCA Act to make its determination on an annual basis with regards to its ability to inspect and investigate completely accounting firms based in the mainland China and Hong Kong. The possibility of being a “Commission-Identified Issuer” and risk of delisting could continue to adversely affect the trading price of our securities. Should the PCAOB again encounter impediments to inspections and investigations in mainland China or Hong Kong as a result of positions taken by any authority in either jurisdiction, the PCAOB will make determinations under the HFCA Act as and when appropriate. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCA Act”), which amends the HFCA Act and requires the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, and thus, would reduce the time before EZGO’s securities may be prohibited from trading or delisted. On December 29, 2022, the AHFCA Act was signed into law. See risks disclosed under “Risk Factors— Risks Related to Doing Business in China - EZGO’s Ordinary Shares may be delisted or prohibited from trading under the HFCA Act if the PCAOB is unable to adequately inspect our auditors. The delisting of EZGO’s Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of EZGO’s Ordinary Shares. Additionally, the inability of the PCAOB to conduct adequate inspection deprives EZGO shareholders of the benefits of such inspections. Furthermore, AHFCA Act amended the HFCA Act and requires the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, and thus EZGO’s Ordinary Shares could be prohibited from trading and delisted after two years instead of three.” on page 42.

On February 17, 2023, the CSRC issued the Trial Measures for the Administration of Overseas Issuance and Listing of Securities by Domestic Enterprises and five supporting guidelines, which became effective on March 31, 2023 (the “Overseas Listing Regulations”). The Overseas Listing Regulations are applicable to overseas securities offerings and/or listings conducted by issuers who are (i) companies incorporated in the PRC (“PRC domestic companies”) and (ii) companies incorporated overseas with substantial operations in the PRC. The Overseas Listing Regulations stipulate that such issuer shall fulfill the filing procedures within three working days after it makes an application for initial public offering and listing in an overseas stock market. As for subsequent securities offerings of the company in the same overseas market where it has previously offered and listed securities, which requires a company, such as ours, to file with the CSRC. When securities are issued through a phased distribution method within the authorized scope, the company shall file with the CSRC within three working days after the completion of the first issuance, stating the total number of securities to be issued. After all subsequent issuances are completed, the company shall submit a consolidated report on the issuance situation to the CSRC. The required filing materials shall include, but not be limited to, (1) filing report and relevant commitment letter and (2) domestic legal opinions. The Overseas Listing Regulations may subject us to additional compliance requirements in the future, and we cannot assure you that we will be able to get the clearance of filing procedures under the Overseas Listing Regulations on a timely basis, or at all. Any failure of us to fully comply with new regulatory requirements may significantly limit or completely hinder our ability to offer or continue to offer our securities, cause significant disruption to our business operations, and severely damage our reputation, which would materially and adversely affect our financial condition and results of operations and cause our Ordinary Shares to significantly decline in value or become worthless.

As a holding company, EZGO relies on dividends and other distributions on equity paid by its operating subsidiaries for cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to its shareholders or to service any expenses it may incur. Our PRC subsidiaries’ ability to distribute dividends is based upon their distributable earnings. Current PRC regulations permit our PRC subsidiaries to pay dividends to their respective shareholders only out of their accumulated profits, if any, as determined in accordance with PRC accounting standards and regulations. In addition, under PRC law, each of our PRC subsidiaries is required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. These reserves are not distributable as cash dividends. If any of our PRC subsidiaries incurs debt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends to EZGO. To date, there have not been any such dividends or other distributions from our PRC subsidiaries to our subsidiaries located outside of China. In addition, as of the date of this prospectus, none of our PRC subsidiaries have ever issued any dividends or distributions to EZGO or its shareholders outside of China. Furthermore, as of the date of this prospectus, neither EZGO nor any of its subsidiaries have ever paid dividends or made distributions to U.S. investors. EZGO is permitted under PRC laws and regulations as an offshore holding company to provide funding to its PRC subsidiaries in China through shareholder loans or capital contributions, subject to satisfaction of applicable government registration, approval and filing requirements. According to the relevant PRC regulations on foreign-invested enterprises in China, there are no quantity limits on EZGO’s ability to make capital contributions to its PRC subsidiaries. However, our PRC subsidiaries may not procure loans which exceed the difference between their total investment amount as recorded in the Foreign Investment Comprehensive Management Information System and their respective registered capital or 2.5 times of their net worth. In the future, cash proceeds raised from overseas financing activities may continue to be transferred by EZGO to the PRC subsidiaries via capital contribution or shareholder loans, as the case may be. EZGO intends to retain most, if not all, of its available funds and any future earnings for the development and growth of its business in China. EZGO does not expect to pay dividends or distribute earnings in the foreseeable future.

Under existing PRC foreign exchange regulations, currently our PRC subsidiaries may purchase foreign currency for settlement of “current account transactions,” including payment of dividends to us, without the approval of the State Administration of Foreign Exchange, or SAFE, by complying with certain procedural requirements. However, the relevant PRC governmental authorities may limit or eliminate our ability to purchase foreign currencies in the future for current account transactions. Since a significant amount of our PRC revenue is denominated in Renminbi, any existing and future restrictions on currency exchange or outbound capital flows may limit our ability to utilize revenue generated in Renminbi to fund EZGO’s business activities outside of the PRC, make investments, service any debt we may incur outside of China or pay dividends or make distributions in foreign currencies to our shareholders, including holders of EZGO’s Ordinary Shares. In addition, any transfer of funds by EZGO to our PRC subsidiaries, either as a shareholder loan or as an increase in the registered capital, is subject to a series of procedural requirements imposed by SAFE, SAMR, MOFCOM or their local counterparts. This may hinder or delay EZGO’s deployment of cash into its subsidiaries’ business, which could result in a material and adverse effect on EZGO’s operations through its subsidiaries in China. See risks disclosed under “Risk Factors— Risks Related to Doing Business in China – Restrictions on currency exchange or outbound capital flows may limit our ability to utilize our PRC revenue effectively.” on page 32, “Risk Factors— Risks Related to Doing Business in China – PRC regulations relating to foreign exchange registration of overseas investment by PRC residents may subject our PRC resident beneficial owners or our PRC subsidiaries to liability or penalties, limit our ability to inject capital into these subsidiaries, limit PRC subsidiaries’ ability to increase their registered capital or distribute profits to us, or may otherwise adversely affect us.” on page 33 and Risk Factors— Risks Related to Doing Business in China – The PRC government could prevent the cash maintained from leaving the PRC, restrict deployment of the cash into the business of its subsidiaries and restrict the ability to pay dividends to U.S. shareholders, which could materially adversely affect EZGO’s operations through its subsidiaries in China.” on page 35.

Prior to the termination of the VIE Agreements on September 25, 2025, transfers have occurred between EZGO, its subsidiaries, and the VIE. Prior to the completion of EZGO’s initial public offering in January 2021, the sources of funds of the VIE and its subsidiaries primarily consisted of shareholders capital injection and cash generated from operations.

After the completion of our initial public offering, our holding company EZGO transferred funds through a shareholder loan to EZGO’s wholly-owned subsidiary, China EZGO Group Ltd. (“EZGO HK”). EZGO HK transferred funds through an increase in the registered capital to EZGO HK’s wholly-owned subsidiary, Changzhou EZGO. EZGO and Changzhou EZGO provided loans to the VIE, subject to statutory limits and restrictions.

For the fiscal year ended September 30, 2023, EZGO provided an additional interest-free loan of US$31,848,983 to Changzhou EZGO, and Changzhou EZGO provided additional interest-free loans of US$8,696,766 to its wholly-owned subsidiaries. As of September 30, 2023, Changzhou EZGO had US$14,092,722 of receivables from its wholly-owned subsidiaries and had US$15,971,124 of payables due to the VIE and VIE’s subsidiaries.

For the fiscal year ended September 30, 2024, EZGO provided an interest-free loan of US$3,378,947 to Changzhou EZGO; and EZGO HK injected registered capital of US$7,000,000 into Changzhou EZGO. Changzhou EZGO provided loans of US$2,094,692 to its wholly-owned subsidiaries. As of September 30, 2024, Changzhou EZGO had US$15,500,819 of receivables from its wholly-owned subsidiaries and US$1,769,990 of payables due to the VIE and its subsidiaries

For the fiscal year ended September 30, 2025, EZGO did not provide interest-free loan to Changzhou EZGO; and EZGO HK injected registered capital of US$23,000,000 into Changzhou EZGO; Changzhou EZGO provided loans of US$4,702,957 to its wholly-owned subsidiaries. As of September 30, 2025, Changzhou EZGO had US$20,231,892 of receivables from its wholly-owned subsidiaries and US$2,499,461 of payables due to Jiangsu EZGO and its subsidiaries.

The details of loans provided by Changzhou EZGO as of September 30, 2025 are shown below:

Start Date	Maturity Date	Amount		Annual Interest Rate
April 8, 2021	April 6, 2026	$	3,511,729		5	%
June 11, 2021	June 10, 2026		46,355		5	%
June 22, 2021	June 21, 2026		2,060,683		5	%
October 14, 2021	August 13, 2026		3,511,729		Chinese Loan Prime Rate (LPR)+0.25	%
Total		$	9,130,496

For details of the transfers between EZGO, its subsidiaries, and the VIE, see “Prospectus Summary—Transfer of Cash through our Organization.” For details of VIE’s financial information, see “Prospectus Summary—VIE Financial Information” for the condensed consolidating schedule and the audited condensed consolidated financial statements and footnotes of our Annual Report on Form 20-F for the fiscal year ended September 30, 2025 (the “2025 Annual Report”), which is incorporated herein by reference.

We maintain bank accounts in China, including cash in Renminbi in the amount of RMB3,617,662, and RMB30,721,583 as of September 30, 2025 and September 30, 2024, respectively, and cash in USD in the amount of US$8,296 and US$26,265 as of September 30, 2025 and September 30, 2024, respectively. Funds are transferred between EZGO, its subsidiaries, and formerly the VIE, for their daily operation purposes. The transfer of funds between our PRC subsidiaries, and the VIE are subject to the Provisions of the Supreme People’s Court on Several Issues Concerning the Application of Law in the Trial of Private Lending Cases (2020 Revision, the “Provisions on Private Lending Cases”), which was implemented on August 20, 2020 to regulate the financing activities between natural persons, legal persons and unincorporated organizations. The Provisions on Private Lending Cases set forth that private lending contracts will be upheld as invalid under the circumstance that (i) the lender swindles loans from financial institutions for relending; (ii) the lender relends the funds obtained by means of a loan from another profit-making legal person, raising funds from its employees, illegally taking deposits from the public; (iii) the lender who has not obtained the lending qualification according to the law lends money to any unspecified object of the society for the purpose of making profits; (iv) the lender lends funds to a borrower when the lender knows or should have known that the borrower intended to use the borrowed funds for illegal or criminal purposes; (v) the lending is in violation of public orders or good morals; or (vi) the lending is in violation of mandatory provisions of laws or administrative regulations. Due to the circumstances aforementioned do not exist in the PRC subsidiaries’ operations, our PRC counsel, AllBright Law Offices (Fuzhou), is of the view that the Provisions on Private Lending Cases does not prohibit using cash generated from one subsidiary to fund another subsidiary’s operations. We have not been notified of any other restriction which could limit our PRC subsidiaries’ ability to transfer cash between subsidiaries. As of the date of this prospectus, we have not installed any cash management policies that dictate how funds are transferred between us and our subsidiaries.

Most of our cash is in Renminbi, and the PRC government could prevent the cash maintained in mainland China or Hong Kong from leaving, could restrict deployment of the cash into the business of its subsidiaries and restrict the ability to pay dividends. For details regarding the restrictions on our ability to transfer cash between us and our subsidiaries, see “Risk Factors—Risks Related to Doing Business in China— Restrictions on currency exchange or outbound capital flows may limit our ability to utilize our PRC revenue effectively,” “Risk Factors—Risks Related to Doing Business in China— PRC regulation on loans to, and direct investment in, PRC entities by offshore holding companies and governmental control in currency conversion may delay or prevent us from using the proceeds of any financing we raise, including any offerings made pursuant to this prospectus to make loans to or make additional capital contributions to our PRC subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand EZGO’s business,” and “Risk Factors—Risks Related to Doing Business in China—The PRC government could prevent the cash maintained from leaving the PRC, restrict deployment of the cash into the business of its subsidiaries and restrict the ability to pay dividends to U.S. shareholders, which could materially adversely affect EZGO’s operations through its subsidiaries in China.”

Investing in EZGO’s securities involves risks. You should carefully consider the risk factors beginning on page 26 of this prospectus, in any accompanying prospectus supplement and in any related free writing prospectus, and in the documents incorporated by reference into this prospectus, any accompanying prospectus supplement and any related free writing prospectus before making any decision to invest in EZGO’s securities.

This prospectus may not be used to offer or sell any securities unless accompanied by a prospectus supplement.

Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS		ii

PROSPECTUS SUMMARY		1

RISK FACTORS		26

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		64

OFFER STATISTICS AND EXPECTED TIMETABLE		65

USE OF PROCEEDS		65

CAPITALIZATION		65

DILUTION		65

DESCRIPTION OF ORDINARY SHARES AND PREFERRED SHARES		66

DESCRIPTION OF DEBT SECURITIES		77

DESCRIPTION OF WARRANTS		79

DESCRIPTION OF RIGHTS		82

DESCRIPTION OF UNITS		83

ENFORCEABILITY OF CIVIL LIABILITIES		83

TAXATION		85

PLAN OF DISTRIBUTION		85

EXPENSES OF ISSUANCE AND DISTRIBUTION		88

LEGAL MATTERS		88

EXPERTS		88

INDEMNIFICATION		88

MATERIAL CHANGES		89

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		89

WHERE YOU CAN FIND MORE INFORMATION		90

You should rely only on the information provided by this prospectus, any prospectus supplement and any information incorporated by reference. We have not authorized anyone else to provide you with different or additional information or to make any representations other than those contained in or incorporated by reference to this prospectus or any accompanying prospectus supplement. We have not taken any action to permit a public offering of the securities described in this prospectus outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must observe any restrictions relating to the offering of the securities described in this prospectus and the distribution of this prospectus outside of the United States. This prospectus is not an offer to sell, or solicitation of an offer to buy, any securities in any circumstances under which the offer of solicitation is unlawful.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form F-3 that we filed with the Securities and Exchange Commission, or the SEC, using a “shelf registration” process. Under this shelf registration process, we may, from time to time, sell any combination of the securities of EZGO described in this prospectus in one or more offerings up to a total dollar amount of up to US$200,000,000 (or its equivalent in foreign or composite currencies).

This prospectus provides you with a general description of the securities that may be offered. Each time we offer EZGO’s securities, we will provide you with a supplement to this prospectus that will describe the specific amounts, prices and terms of the securities we offer. The prospectus supplement may also add, update or change information contained in this prospectus. This prospectus, together with applicable prospectus supplements and the documents incorporated by reference in this prospectus and any prospectus supplements, includes all material information relating to an offering pursuant to this prospectus. Please read carefully both this prospectus and any prospectus supplement together with additional information described below under “Where You Can Find More Information.”

You should rely only on the information contained in or incorporated by reference in this prospectus and any applicable prospectus supplement. We have not authorized anyone to provide you with different or additional information. If anyone provides you with different or inconsistent information, you should not rely on it. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of securities described in this prospectus. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

You should not assume that the information contained in this prospectus and any accompanying prospectus supplement is accurate on any date subsequent to the date set forth on the front of the document or that any information that we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference. EZGO’s business, financial condition, results of operations and prospects may have changed since those dates.

CONVENTIONS THAT APPLY TO THIS PROSPECTUS

Unless we indicate otherwise, all information in this prospectus reflects the following:

	●	“BVI” refers to British Virgin Islands;

	●	“CAC” refers to the Cyberspace Administration of China;

●

“China” or the “PRC”, in each case, refers to the People’s Republic of China, including Hong Kong and Macau. The term “Chinese” has a correlative meaning for the purpose of this prospectus;

●

“CSRC” refers to the China Securities Regulatory Commission;

●

“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

●

“EZGO” refers to EZGO Technologies Ltd., a British Virgin Islands business company, and “we,” “us,” “our company,” the “Company,” “our,” or similar terms used in this prospectus refer to EZGO Technologies Ltd. and/or its consolidated subsidiaries, other than the variable interest entity, Jiangsu EZGO Electronic Technologies, Co., Ltd., unless the context otherwise indicates;

●

“EZGO HK” refers to EZGO’s wholly-owned subsidiary, China EZGO Group Ltd. (formerly known as Hong Kong JKC Group Co., Limited), a Hong Kong company;

●

“FINRA” refers to the Financial Industry Regulatory Authority, Inc.;

●

“Group” refers to EZGO, its subsidiaries, and, for the period prior to September 25, 2025, its VIE and the VIE’s subsidiaries;

●

“HK$,” “HKD” or “Hong Kong dollars” refers to the legal currency of the Hong Kong Special Administrative Region;

●

“Hong Kong” refers to the Hong Kong Special Administrative Region of the PRC;

●

“initial public offering” refers to our initial public offering, in which we offered and sold an aggregate of 3,038,500 Ordinary Shares at an offering price of US$4.00 per share, including a partial exercise of the underwriters’ over-allotment;

	●	“JOBS Act” refers to the Jumpstart Our Business Startups Act, enacted in April 2012;

	●	“MOFCOM” refers to China’s Ministry of Commerce;

●

“Ordinary Shares” refers to EZGO’s ordinary shares, no par value per share;

●

“PCAOB” refers to the Public Company Accounting Oversight Board of the United States;

●

“Preferred Shares” refers to EZGO’s preferred shares, no par value per share with a right to 20 votes per Preferred Share;

●

“RMB” or “Renminbi” refer to the legal currency of the People’s Republic of China;

●

“SAFE” refers to China’s State Administration of Foreign Exchange;

●

“SAT” refers to China’s State Administration of Taxation;

●

“SEC” refers to the United States Securities and Exchange Commission;

●

“Securities Act” refers to the Securities Act of 1933, as amended;

●

“share capital” or similar expressions include a reference to shares in a company that does not have a share capital under its governing law, but which is authorized to issue a maximum or unlimited number of shares;

●

“US$,” “$,” “dollars,” “USD” or “U.S. dollars” refer to the legal currency of the United States;

iii

●

“U.S. GAAP” refers to the generally accepted accounting principles in the United States;

	●	“VIE” refers to the variable interest entity, Jiangsu EZGO Electronic Technologies, Co., Ltd. (formerly known as Jiangsu Baozhe Electric Technologies, Co., Ltd.), a PRC company;

	●	“Changzhou EZGO” refers to EZGO HK’s wholly-owned subsidiary and wholly foreign owned enterprise, EZGO Technologies Group Co., Ltd. (formerly known as Changzhou EZGO Enterprise Management Co., Ltd. and Changzhou Jiekai New Energy Technology Company), a PRC company;

This prospectus contains information and statistics relating to China’s economy and the industries in which EZGO operates through its subsidiaries in China derived from various publications issued by market research companies and PRC governmental entities, which have not been independently verified by us. The information in such sources may not be consistent with other information compiled in or outside of China.

Unless otherwise noted, all other financial and other data related to the Company in this prospectus is presented in U.S. dollars. We present our financial results in RMB. We make no representation that any RMB or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or RMB, as the case may be, at any particular rate, or at all. The PRC government imposes control over its foreign currency reserves in part through direct regulation of the conversion of RMB into foreign exchange and through restrictions on foreign trade. This prospectus contains translations of certain foreign currency amounts into U.S. dollars for the convenience of the reader. Unless otherwise stated, the consolidated balance sheets amounts, with the exception of equity, on September 30, 2024 and 2025 were translated at RMB7.0176 to $1.00 and RMB7.1190 to $1.00, respectively. Equity accounts were stated at their historical rates. The average translation rates applied to consolidated statements of operations and cash flows for the fiscal years ended September 30, 2023, 2024 and 2025 were RMB7.0533 to $1.00, RMB7.2043 to $1.00 and RMB7.2125 to US$1.00, respectively.

Our fiscal year end is September 30. References to a particular “fiscal year” are to our fiscal year ended September 30 of that calendar year.

References in any prospectus supplement to “the accompanying prospectus” are to this prospectus and to “the prospectus” are to this prospectus and the applicable prospectus supplement taken together.

PROSPECTUS SUMMARY

Investors in EZGO’s securities are not purchasing an equity interest in our operating entities in China but instead are purchasing an equity interest in a British Virgin Islands holding company.

This summary highlights selected information that is presented in greater detail elsewhere, or incorporated by reference, in this prospectus. It does not contain all of the information that may be important to you and your investment decision. Before investing in the securities that we are offering, you should carefully read this entire prospectus, including the matters set forth under the section of this prospectus captioned “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements” and the financial statements and related notes and other information that we incorporate by reference herein, including, but not limited to, our 2025 Annual Report and our other SEC reports.

Overview

EZGO is a holding company incorporated in the BVI with operating subsidiaries and with substantially all of its operations and assets in China. As a holding company with no material operations of its own, EZGO conducts its business in China through its subsidiaries Leveraging its Internet of Things (“IoT”) product and service platform, EZGO has preliminarily established a business model centered on electric vehicle accessories including batteries cells and packs and electronic control system. Prior to the termination of the VIE Agreements, EZGO also (i) designs, manufactures, rents and sells e-bicycles and e-tricycles; (ii) sells, franchises, and operates smart charging piles for e-bicycles and other electronic devices, through the VIE and its subsidiaries in China. On September 25, 2025, EZGO terminated the VIE Agreements due to declined sales of e-bicycles.

The e-bicycles are models under the PRC Safety Technical Specification for Electric Bicycles (GB 17761-2018) (also referred to generally as the “New National Standards for Electric Bicycles” and referred to herein as the “New National Standards”) (“new standards e-bicycles”) and there are no domestic law and regulations related to urban e-tricycles. In addition, the two-wheel electric vehicle models that do not comply with the new standards e-bicycles that are manufactured under the New National Standards (“non-new standards e-bicycles”) are manufactured under the PRC National Standard General Specification for Electric Motorcycle and Electric Mopeds (GB/T24158-2018) (“General Specification Standard”), which came into effect on April 1, 2019. None of EZGO, Changzhou EZGO, the VIE, prior to the termination of the VIE Agreements, its subsidiaries, and other non-VIE subsidiaries in China produces any non-new standards e-bicycles. As of September 30, 2024 and September 30, 2025, EZGO, through Changzhou EZGO, the VIE, its subsidiaries, and other non-VIE subsidiaries in China, did not have non-new standards e-bicycles as our property, plants and equipment and no impairment was recognized for the fiscal years ended September 30, 2023, 2024 and 2025.

EZGO, through Changzhou EZGO, and Changzhou EZGO’s subsidiaries in China, has engaged in the business of battery packs sales, which accounted for approximately 52%, 77% and 83% of its total revenues for the fiscal years ended September 30, 2023, 2024 and 2025, respectively. The revenue from e-bicycles sales accounted for approximately 27%, 14% and 10% of its total revenues for the fiscal years ended September 30, 2023, 2024 and 2025, respectively and the Company discontinued its e-bicycle sales business in 2025 following the disposal of the VIE. During the fiscal year ended September 30, 2023, 2024, and 2025, electronic control system and intelligent robots sales accounted for approximately 15%, 7% and 5% of EZGO’s total revenues. For the fiscal years ended September 30, 2023, 2024 and 2025, as the self-developed smart charging piles for e-bicycles and other electronic devices, second-hand machinery, maintenance services, and photovoltaic engineering contracting have not yet entered into large-scale production and sales, the revenue from this business accounted for a small proportion of EZGO’s total revenues. For the fiscal year ended September 30, 2024 the revenue from our smart charging piles business accounted for 2% of EZGO’s total revenues and nil in 2025.

Contractual Arrangements and Corporate Structure

The diagram below shows our corporate structure as of the date of this prospectus.

Contractual Arrangements with the VIE and Its Shareholders and the Termination thereof

Due to PRC legal restrictions on foreign ownership in internet-based businesses, neither we nor our subsidiaries own any equity interest in the VIE. Instead, we receive the economic benefits of the VIE’s business operations through the VIE Agreements. Changzhou EZGO, the VIE and its equity holders entered into the VIE Agreements on November 8, 2019. The VIE Agreements are designed to provide Changzhou EZGO with contractual rights, and obligations, including certain control rights and the rights in the assets, property and revenue of the VIE, to (i) determine the most significant economic activities of the VIE, (ii) receive the majority of the economic benefits of the VIE, most importantly the ability to consolidate the financial statements of the VIE with the financial statements of our holding company, EZGO under U.S. GAAP, for which we are the primary beneficiary of the VIE for accounting purposes, and (iii) have an exclusive option to purchase or designate any third party to purchase all or part of the equity interests in and assets of the VIE when and to the extent permitted by PRC law. However, The VIE Agreements may not be as effective as direct ownership in providing us with control over the VIE and its subsidiaries, and the enforceability of the VIE Agreements has not been tested in a court of law, and the PRC government may take actions to exert more oversight and control over offerings by China based issuers conducted overseas and/or foreign investment in such companies, or could disallow the VIE Agreements, which would likely result in a material change in EZGO’s operations through the VIE and its subsidiaries in China and/or a material change in the value of the securities we have registered for sale, including that it could cause the value of EZGO’s securities could to significantly decline or become worthless. Specifically, the legal environment in the PRC is not as developed as in other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit our ability, as a BVI holding company, to enforce these contractual arrangements and doing so may be quite costly. There are also substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules regarding the status of the rights of Changzhou EZGO with respect to its contractual arrangements with the VIE and its shareholders. It is uncertain whether any new PRC laws or regulations relating to variable interest entity structure will be adopted or if adopted, what they would provide. If we or the VIE are found to be in violation of any existing or future PRC laws or regulations, or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures. In addition, the enforceability of the various contracts described above by our company against the VIE is dependent upon the shareholders of the VIE. If the shareholders of the VIE fail to perform their obligations under the contractual arrangements, we could be unable to enforce the contractual arrangements that enable us to consolidate the VIE’s operations and financial results in our financial statements in accordance with U.S. GAAP as the primary beneficiary. If this happens, we would need to deconsolidate the VIE. The majority of our assets, including the necessary licenses to conduct business in China are held by the VIE and its subsidiaries and part of our revenues are generated by the VIE and its subsidiaries. An event that results in the deconsolidation of the VIE would have a material effect on EZGO’s operations through the VIE and its subsidiaries in China and result in the value of its securities diminishing substantially or even become worthless. For a detailed description of the risks associated with our corporate structure, please refer to risks disclosed under “Risk Factors—Risks Related to Our Corporate Structure” on page 52.

As a result of our direct ownership in Changzhou EZGO and the VIE Agreements, we are regarded as the primary beneficiary of the VIE, and we treat the VIE as our consolidated variable interest entity under U.S. GAAP, which generally refers to an entity in which we do not have any equity interests but whose financial results are consolidated into our consolidated financial statements in accordance with U.S. GAAP because we have a controlling financial interest in, and thus are the primary beneficiary of, that entity. We have consolidated the financial results of the VIE up to September 25, 2025, and its subsidiaries in our consolidated financial statements in accordance with U.S. GAAP.

Each of the VIE Agreements is described in detail below and each of which is currently in full force and effect:

Exclusive Management Consulting and Technical Service Agreement

Pursuant to the Exclusive Management Consulting and Technical Service Agreement, dated November 8, 2019, between Changzhou EZGO and the VIE (the “VIE Exclusive Management Agreement”), the VIE agrees to engage Changzhou EZGO as its exclusive provider of management consulting, technical support, intellectual property license and relevant services, including all services within the VIE’s business scope and decided by Changzhou EZGO from time to time as necessary. The VIE pays to Changzhou EZGO service fees within three months after each fiscal year end. The service fees are set at 95% (or a percentage adjusted by Changzhou EZGO in its sole discretion) of the after-tax profit after the deficit of the prior fiscal year is covered and the statutory common reserve is extracted. Changzhou EZGO exclusively owns any intellectual property arising from the performance of the VIE Exclusive Management Agreement. The VIE Exclusive Management Agreement is effective for twenty years unless earlier terminated as set forth in the agreement or other written agreements entered into by the parties thereto. The VIE Exclusive Management Agreement shall be extended automatically at the end of its term, until Changzhou EZGO’s business term or the VIE’s business term expires, unless otherwise notified by Changzhou EZGO in writing. During the term of the VIE Exclusive Management Agreement, the VIE may not terminate the VIE Exclusive Management Agreement except in the case of Changzhou EZGO’s gross negligence or fraud, or VIE Exclusive Management Agreement or applicable PRC laws provide otherwise. Changzhou EZGO may terminate the VIE Exclusive Management Agreement by 30-day written notice to the VIE at any time.

Equity Pledge Agreement

Pursuant to the Equity Pledge Agreement, dated November 8, 2019, among Changzhou EZGO, the VIE and the equity holders of the VIE (the “VIE Equity Pledge Agreement”), the equity holders of the VIE have pledged 100% of their equity interests in the VIE to Changzhou EZGO to guarantee performance of all obligations under the VIE Exclusive Management Agreement, the VIE Loan Agreement (defined hereafter), the VIE Exclusive Call Option Agreement (defined hereafter) and the VIE Proxy Agreement (defined hereafter). If any event of default as provided for therein occurs, Changzhou EZGO, as the pledgee, will be entitled to dispose of the pledged equity interests according to applicable PRC laws. On November 28, 2019, Changzhou EZGO, the VIE and all its equity holders completed the registration of the equity pledge with the relevant office of State Administration of Market Regulation (“SAMR”, formerly known as State Administration for Industry and Commerce, or the SAIC) in accordance with the PRC Property Rights Law.

Exclusive Call Option Agreement

Pursuant to the Exclusive Call Option Agreement, dated November 8, 2019, among Changzhou EZGO, the VIE and the equity holders of the VIE (the “VIE Exclusive Call Option Agreement”), each of the equity holders of the VIE has irrevocably granted Changzhou EZGO an exclusive option to purchase, or to designate other persons to purchase, to the extent permitted by applicable PRC laws, rules and regulations, all of the equity interests and assets in the VIE from its equity holders. The equity holders of the VIE agree that, without the prior written consent of Changzhou EZGO, they will not dispose of their equity interests in the VIE or create or allow any encumbrance on their equity interests. The purchase price for the equity interest is to be the minimum price permitted by applicable PRC laws, rules and regulations, or the amount that the equity holders actually pay to the VIE regarding the equity, whichever is lower. The purchase price for the assets is to be the minimum price permitted by applicable PRC laws, rules and regulations, or the net book value of the assets, whichever is lower. The VIE Exclusive Call Option Agreement expires when all the equity interests or all the assets are transferred pursuant to the agreement.

Proxy Agreement

Pursuant to the Proxy Agreement, dated November 8, 2019, among Changzhou EZGO, the VIE and each of equity holders of the VIE (the “VIE Proxy Agreement”), each of the equity holders irrevocably authorizes Changzhou EZGO to exercise his or her rights as an equity holder of the VIE, including the right to attend equity holders meetings, to exercise voting rights and to transfer all or a part of his or her equity interests therein pursuant to the VIE Exclusive Call Option Agreement. During the term of the VIE Proxy Agreement, the VIE and all its equity holders may not terminate the VIE Proxy Agreement except when the VIE Proxy Agreement or applicable PRC laws provide otherwise.

Loan Agreement

Pursuant to the Loan Agreement, dated November 8, 2019 (the “VIE Loan Agreement”), Changzhou EZGO agrees to provide the VIE with loans of different amounts at an annual interest rate of 24% according to the VIE’s needs from time to time. The term of each loan is 20 years, which can be extended with the written consent of both parties. During the term of the loan or the extended term of the loan, the VIE may not prepay any loan without the written consent of Changzhou EZGO while in case of certain circumstances, the VIE must repay the loan in advance upon Changzhou EZGO’s written request.

Spousal Consent Letter

The spouses of individual equity holders of the VIE have each signed a spousal consent letter. Under the spousal consent letter, the signing spouse unconditionally and irrevocably has agreed to the execution by his or her spouse of the VIE Equity Pledge Agreement, the VIE Exclusive Call Option Agreement and the VIE Proxy Agreement, and that his or her spouse may perform, amend or terminate such agreements without his or her consent. In addition, in the event that the spouse obtains any equity interest in the VIE held by his or her spouse for any reason, he or she agrees to be bound by and sign any legal documents substantially similar to the contractual arrangements entered into by his or her spouse, as may be amended from time to time.

Through the current contractual arrangements, we established a contractual relationship with all equity holders of the VIE. Pursuant to these agreements, all equity holders of the VIE had irrevocably authorized Changzhou EZGO to exercise voting rights and all other rights as the equity holder and pledged all of his or her equity interests in the VIE to Changzhou EZGO as collateral to secure performance of all of his or her obligations under these agreements. However, the equity holders of the VIE may have potential conflicts of interest with us and may breach, or cause the VIE to breach, or refuse to renew, the existing contractual arrangements we have with them and the VIE. Any failure by the VIE or equity holders of the VIE to perform his or her obligations under our contractual arrangements with them would have a material adverse effect on EZGO’s business primarily through the VIE and its subsidiaries in China and financial condition.

We have relied on the opinion of our PRC counsel, AllBright Law Offices (Fuzhou), that:

●

the ownership structure of the VIE and Changzhou EZGO in China does not violate any applicable PRC laws or regulations currently in effect; and

●

the contractual arrangements among Changzhou EZGO, the VIE and the VIE’s shareholders governed by PRC law are valid, binding and enforceable in accordance with their terms and applicable PRC laws or regulations currently in effect and do not and will not violate any applicable PRC laws or regulations currently in effect.

However, there are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules, and the VIE Agreements have not been tested in a court of law. Accordingly, we may incur substantial costs to enforce the terms of the VIE Agreements, and the PRC regulatory authorities may in the future take a view that is contrary to or otherwise different from the above opinion of our PRC legal counsel.

On March 30, 2025, the Board of Directors of the Company approved the disposal of the VIE and its subsidiaries due to the declining performance of sales of e-bicycle business. The VIE and subsidiaries mainly operated in sales of e-bicycles business in PRC. The disposal of the sales of e-bicycles business represented strategic shifts of the Company that had a major impact on the Company’s financial results, and met the held-for-sale criteria, which trigger discontinued operations accounting in accordance with ASC 205-20-45.

On September 25, 2025, Changzhou EZGO, the VIE, and shareholders of the VIE entered into a termination agreement and terminated the VIE Agreements. As of the date of this prospectus, the Company does not have a VIE structure.

VIE Financial Information

The Group previously conducted rental business operations through a VIE’s subsidiary in the PRC. In connection with the Group’s decision to discontinue its e-bicycle business conducted through the VIE structure, the Group has determined to terminate the VIE Agreements with Jiangsu EZGO and its subsidiaries, which was approved by the Board of Directors of the Group on March 30, 2025. On September 25, 2025, Changzhou EZGO, Jiangsu EZGO, and the shareholders of Jiangsu EZGO entered into a termination agreement pursuant to which the VIE Agreements were terminated. As a result, the Group ceased to be the primary beneficiary of the VIE and no longer consolidated the VIE and its subsidiaries as of that date. The termination of the VIE structure and the related discontinuation of the e-bicycle business represented a strategic shift that had a major effect on the Group’s operations and financial results and, accordingly, the historical financial results of the e-bicycle business were classified as discontinued operations in accordance with ASC 205-20.

Set forth below is selected consolidated statements of operations and cash flows for the fiscal years ended September 30, 2023, 2024 and 2025, and selected balance sheet information as of September 30, 2023 2024 and 2025, showing financial information for parent company EZGO Technologies Ltd., non-VIE subsidiaries, Changzhou EZGO, the VIE and VIE’s subsidiaries, eliminating entries and consolidated information (dollars in thousands). In the tables below, the column headings correspond to the following entities in the organizational diagram on page 2.

●

“parent” refers to EZGO Technologies Ltd., a BVI business company;

●

“non-VIE subsidiaries” refer to the sum of (i) China EZGO Group Ltd., our wholly-owned Hong Kong subsidiary; (ii) Changzhou Langyi Electronic Technology Co., Ltd. a wholly-owned PRC subsidiary; (iii) Jiangsu EZGO Energy Supply Chain Technology Co., Ltd.; (iv) Jiangsu EZGO New Energy Technologies Co., Ltd.; (v) Sichuan EZGO Energy Technologies Co., Ltd.; (vi) Tianjin EZGO Electric Technologies Co., Ltd.; (vii) Changzhou Youdi Electric Bicycle Co., Ltd.; (viii) Changzhou Sixun Technologies Co., Ltd.; (ix) Changzhou Higgs Intelligent Technologies Co., Ltd.; and (x) Changzhou Zhuyun Technologies Co., Ltd;

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“Changzhou EZGO” refers to EZGO Technologies Group Co., Ltd. (formerly known as Changzhou EZGO Enterprise Management Co., Ltd., and Changzhou Jiekai Enterprise Management Co., Ltd.), our wholly-owned PRC subsidiary;

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“VIE and its subsidiaries” refer to the sum of (i) Jiangsu EZGO Electronic Technologies, Co., Ltd., (ii) Changzhou Hengmao Power Battery Technology Co., Ltd., (iii) Changzhou Yizhiying IoT Technologies Co., Ltd., and (iv) Jiangsu Cenbird E-Motorcycle Technologies Co., Ltd., which were consolidated through September 25, 2025 and deconsolidated thereafter; and

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“VIE” refers to Jiangsu EZGO Electronic Technologies, Co., Ltd., which was consolidated through September 25, 2025 and deconsolidated thereafter.

Consolidated Statements of Operations Information

	For the fiscal year ended September 30, 2025
	Parent			Non-VIE subsidiaries			Changzhou EZGO			VIE and its subsidiaries			Eliminations		Consolidated
Net revenues	$	-		$	3,849,454		$	16,636,613		$	2,239,090		$	-	$	22,725,157
Cost of revenues		-			(2,964,727	)		(16,186,530	)		(2,193,053	)		-		(21,344,310	)
Gross profit		-			884,727			450,083			46,037			-		1,380,847
Operating expenses		(1,054,266	)		(2,968,403	)		(667,375	)		(339,983	)		-		(5,030,027	)
Loss from operations		(1,054,266	)		(2,083,676	)		(217,292	)		(293,946	)		-		(3,649,180	)
Share of (loss) income from subsidiaries		(7,638,111	)		(5,733,847	)		277,145			-			13,094,813		-
Other income (loss), net		7			(56,409	)		(4,950,387	)		556,421			-		(4,450,368	)
(Loss) income before income tax benefit (expense)		(8,692,370	)		(7,873,932	)		(4,890,534	)		262,475			13,094,813		(8,099,548	)
Income tax benefit (expense)		-			(208,696	)		(814,261	)		-			-		(1,022,957	)
Share of losses of equity method investments		-			(44,506	)		(29,052	)		(82,632	)		-		(156,190	)
Net (loss) income		(8,692,370	)		(8,127,134	)		(5,733,847	)		179,843			13,094,813		(9,278,695	)
Less: net loss attributable to non-controlling interests		-			(489,023	)		-			(97,302	)		-		(586,325	)
Net (loss) income attributable to EZGO’s shareholders		(8,692,370	)		(7,638,111	)		(5,733,847	)		277,145			13,094,813		(8,692,370	)

	Fiscal Year Ended September 30, 2024
	Parent			Non-VIE subsidiaries			Changzhou EZGO			VIE and its subsidiaries			Eliminations		Consolidated

Net revenues	$	-		$	4,863,027		$	13,359,133		$	2,912,265		$	-	$	21,134,425
Cost of revenues		-			(3,684,292	)		(12,841,630	)		(3,099,220	)		-		(19,625,142	)
Gross profit		-			1,178,735			517,503			(186,955	)		-		1,509,283
Operating expenses		(1,502,523	)		(1,628,229	)		(898,986	)		(1,696,616	)		-		(5,726,354	)
Loss from operations		(1,502,523	)		(449,494	)		(381,483	)		(1,883,571	)		-		(4,217,071	)
Share of loss from subsidiaries		(5,904,310	)		(4,109,002	)		(2,243,597	)		-			12,256,909		-
Other income (expense), net		122,041			(1,581,894	)		(2,253,741	)		(972,576	)		-		(4,686,170	)
Loss before income tax expenses (benefit)		(7,284,792	)		(6,140,390	)		(4,878,821	)		(2,856,147	)		12,256,909		(8,903,241	)
Net loss		(7,284,792	)		(6,082,439	)		(4,109,002	)		(2,866,472	)		12,256,909		(8,085,796	)
Less: net loss attributable to non-controlling interests		-			(178,129	)		-			(622,875	)		-		(801,004	)
Net loss attributable to EZGO’s shareholders		(7,284,792	)		(5,904,310	)		(4,109,002	)		(2,243,597	)		12,256,909		(7,284,792	)

Fiscal Year Ended September 30, 2023

Parent

Non-VIE
subsidiaries

Changzhou EZGO

VIE and its
subsidiaries

Eliminations

Amendment: SEC Form F-3/A filed by EZGO Technologies Ltd.