UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

~~PURSUANT~~For TOthe ~~RULE~~month ~~13a-16 OR~~of ~~15d-16 UNDER~~January ~~THE SECURITIES EXCHANGE ACT OF 1934~~2025

For the month of October 2024

Commission File Number 001-34738

Luokung Technology Corp.

(Translation of registrant’s name into English)

Room 805, West Tower, Century Fortune Center Guanghua ~~Road~~ Road, Chaoyang District, Beijing

Chaoyang District, Beijing

People’s Republic of China 100020

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☑ ☒ Form 40-F ☐

Luokung Technology Corp. ~~furnishes under the cover of Form 6-K a press release as below:~~

~~Financial~~Luokung ~~Statements~~Technology ~~and~~Corp. ~~Exhibits~~Reports

Exhibit No.		Description
99.1		Press Release issued by Luokung Technology, Corp. dated October 25, 2024 under the heading “Luokung Announces Receipt of Nasdaq Notices Regarding Periodic Filing Compliance and Stockholders’ Equity Deficiency”

Unaudited Financial Results for the First Six Months of Fiscal Year 2024

Luokung Technology Corp. (Nasdaq: LKCO) (“Luokung,” “we” or the “Company”), today announced the unaudited financial results for the six months ended June 30, 2024. The financial statements and other financial information included in this Form 6-K are prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”).

Financial Highlights for the Six Months Ended June 30, 2024:

Revenues for the six months ended June 30, 2024 decreased 78.2%, to $1,351,496 from $6,197,913 for the six months ended June 30, 2023;

Net loss of $11,590,311 for the six months ended June 30, 2024 as compared to net loss of $22,458,378 for the six months ended June 30, 2023;

Basic and diluted loss per share was $5.12 and $10.40 for the six months ended June 30, 2024 and 2023; and

Weighted average shares outstanding for the six months ended June 30, 2024 were 2,223,447, compared to 2,125,368 for the six months ended June 30, 2023, both of which were retroactively restated to reflect the impact of the 8-to-1 reverse stock split effective on September 17, 2024.

“In the first half of the 2024 fiscal year, our revenue was $1.4 million, a decrease of 78.2% from $6.2 million for the same period of the 2023 fiscal year. The Company has made certain adjustments to its business in response to market changes. It will continue to strengthen and advance its smart city and IoT-related businesses. Additionally, the Company plans to undertake a series of asset restructuring and debt restructuring initiatives.” said Mr. Song Xuesong, the Company’s Chief Executive Officer.

Results of Operations - Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

Revenue

The Company’s revenues for the six months ended June 30, 2024 and 2023 primarily consisted of smart transportation from the Company’s variable interest entity, eMapgo Technologies (Beijing) Co., Ltd. (“EMG”).

Smart transportation

Map data licensing

EMG provides perpetual map data licenses to customers and collects one-time license fees from customers. Revenue is recognized at the point in time when customers obtain the right to use the map data.

Autonomous driving simulation and verification test

EMG provides data collection and desensitization for compliance with legal requirements to which system manufacturers and automobile manufacturers for autonomous driving simulation and verification testing are subject. Revenues are derived from the provision of data collection and desensitization services for compliance with legal requirements. Revenues are recognized over time as the services are performed because customers receive and consume the benefit of the performance of services throughout the contract period.

Map service platform local deployment

Through local deployment, EMG provides a one-time map service platform license or a map service platform license for a contracted period to certain public sectors and enterprises to support location-based applications with updates to the map service platform during such contracted period. The map service platform includes map data and software that support certain map applications including display, search, routing and others. Revenues from a map data license for a given period are recognized ratably over time because customers receive and consume the benefit of the map services throughout the contract period.

For the six months ended June 30, 2024, the Company had revenue of $1,351,496, as compared to revenue of $6,197,913 for the six months ended June 30, 2023, a decrease of $4,846,417, or 78.2%.

Smart transportation

For the six months ended June 30, 2024, revenue from smart transportation was $1,351,496, an increase of $4,516,821, or 77.0%, from $5,868,317 for the six months ended June 30, 2023.

Operating costs and expenses

The Company’s operating costs and expenses consisted of cost of revenues, selling, general and administrative expenses, and research and development expenses.

Cost of Revenues

Cost of revenues decreased by 75.1% to $797,815 for the six months ended June 30, 2024 from $3,202,677 for the six months ended June 30, 2023.

The cost of revenues primarily consisted of traffic acquisition costs for advertising business and salary and benefit expenses. The Company’s traffic acquisition costs may vary due to a number of factors, including scale, targeted audience and the geography of traffic.

Included in salary and benefit expenses are those for employees directly involved in data collection and processing, direct production costs, which are primarily comprised of field survey-related costs and hard disk materials costs, and depreciation of facilities and equipment used in data collection and processing.

Selling and marketing expense

The Company’s selling and marketing expense mainly includes promotional and marketing expenses and compensation for our sales and marketing personnel.

Selling expense totaled $645,868 for the six months ended June 30, 2024, as compared to $1,534,979 for the six months ended June 30, 2023, a decrease of $889,111 or 57.9%. The decrease was mainly due to fewer selling and marketing activities was conducted.

General and administrative expense

The Company’s general and administrative expenses consisted primarily of salaries and benefits for the Company’s general and administrative personnel, rent, fees and expenses for legal, accounting and other professional services.

General and administrative expense totaled $1,748,765 for the six months ended June 30, 2024, as compared to $7,518,082 for the six months ended June 30, 2023, a decrease of $5,769,317 or 76.7%. The decrease was primarily attributable to the decrease in employee incentive plan of approximately $3,867,000.

Research and development expenses

Research and development expenses primarily consisted of salaries and benefits for research and development personnel.

Research and development expenses totaled $8,566,187 for the six months ended June 30, 2024, as compared to $14,544,380 for the six months ended June 30, 2023, a decrease of $5,978,193 or 41.1%. The decrease was primarily attributable to a decrease in salaries and share based compensation due to a decrease in headcount of staff in the research and development department.

Loss from operations

As a result of the factors described above, for the six months ended June 30, 2024, loss from operations amounted to $10,407,139 as compared to loss from operations of $20,602,205 for the six months ended June 30, 2023, a decrease of $10,195,066, or 49.5%.

Other income/expense

Other income/expense primarily included interest expenses from other loans and foreign currency gains/losses.

For the six months ended June 30, 2024, other expense, net, amounted to $1,739,360 as compared to other expense, net, of $2,412,361 for the six months ended June 30, 2023, a decrease of $673,001, or 27.9%, which was primarily attributable to a decrease in other expenses of approximately $768,000, offset by an increase in foreign currency transaction loss of approximately $163,000.

Net loss

As a result of the factors described above, the Company’s net loss was $11,590,311 for the six months ended June 30, 2024, compared to net loss of $22,458,000 for the six months ended June 30, 2023, a decrease of $10,868,067 or 48.4%.

Foreign currency translation adjustment

The Company’s reporting currency is the U.S. dollar. The functional currency of the Company’s subsidiaries (LK Technology, MMB and Mobile Media) is the U.S. dollar and the functional currency of the Company’s subsidiaries incorporated in China is the Chinese Renminbi (“RMB”). The financial statements of the Company’s subsidiaries incorporated in China are translated to U.S. dollars using period end exchange rates for assets and liabilities, and average exchange rates (for the period) for revenue, costs and expenses. Net gains and losses resulting from foreign exchange transactions are included in the Company’s consolidated statements of operations and comprehensive loss. As a result of foreign currency translations, which are a non-cash adjustment, the Company reported a foreign currency translation gain of $192,501 for the six months ended June 30, 2024, as compared to a foreign currency translation gain of $3,293,075 for the six months ended June 30, 2023. This non-cash gain had the effect of decreasing the Company’s reported comprehensive loss.

Comprehensive loss

As a result of the Company’s foreign currency translation adjustment, the Company’s had comprehensive loss for the six months ended June 30, 2024 of $11,782,812, compared to comprehensive loss of $19,165,303 for the six months ended June 30, 2023.

Liquidity and Capital Resources

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. The Company historically relied on cash flow provided by operations and financing to provide its working capital. At June 30, 2024 and December 31, 2023, the Company had cash balances of approximately $351,021 and $83,986, respectively. A significant portion of these funds are located in financial institutions located in the PRC and will continue to be indefinitely reinvested in the Company’s operations in the PRC.

The following table sets forth a summary of changes in the Company’s working capital from December 31, 2023 to June 30, 2024:

	June 30, 2024			December 31, 2023			Change			Percentage Change
Working capital deficit:
Total current assets	$	7,630,058		$	7,148,724		$	481,334			(6.7	)%
Total current liabilities		96,359,654			100,740,467			(4,380,813	)		(4.3	)%
Working capital deficit:	$	(88,729,596	)	$	(93,591,743	)	$	4,862,147			(5.2	)%

The Company’s working capital deficit decreased by $4,862,147 to a working capital deficit of $88,729,596 at June 30, 2024 from $93,591,743 at December 31, 2023. This decrease in working capital deficit is primarily attributable to an increase in cash of approximately $267,000, an increase in other receivables and prepayment of approximately $1,005,000, a decrease in accounts payable of approximately $198,000, a decrease in accrued liabilities and other payables of approximately $3,510,000 and a decrease in lease liabilities – current portion of approximately $657,000, offset by a decrease in accounts receivable, net of allowance for expected credit losses of approximately $757,000.

The Company had incurred negative cash flows from operating activities and net losses for the six months ended June 30, 2024, which raise substantial doubt about the Company’s ability to continue as a going concern. In order to continue as a going concern and mitigate our liquidity risk, the Company will need additional capital resources, among other things. Management’s plans to obtain such resources for the Company include (1) endeavoring to enter into more sales contracts, (2) increasing proceeds from loans from both unrelated and related parties to provide the resources necessary to fund the development of our business plan and operations, and (3) increasing proceeds from loans from financial institutions and/or existing investors to increase working capital in order to meet capital demands.

About Luokung Technology Corp.

Luokung Technology Corp. is a leading spatial-temporal intelligent big data services company, as well as a leading provider of LBS for various industries in China. Backed by its proprietary technologies and expertise in multi-sourced intelligent spatial-temporal big data, Luokung has established city-level and industry-level holographic spatial-temporal digital twin systems and actively serves industries including smart transportation (autonomous driving, smart highway and vehicle-road collaboration), natural resource asset management (carbon neutral and environmental protection remote sensing data service), and LBS smart industry applications (mobile Internet LBS, smart travel, smart logistics, new infrastructure, smart cities, emergency rescue, among others). The Company routinely provides important updates on its website: https://www.luokung.com.

Safe Harbor Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including certain plans, expectations, goals, and projections, which are subject to numerous assumptions, risks, and uncertainties. These forward-looking statements may include, but are not limited to, statements containing words such as “may,” “could,” “would,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “expects,” “intends”, “future” and “guidance” or similar expressions. These forward-looking statements speak only as of the date of this press release and are subject to change at any time. These forward-looking statements are based upon management’s current expectations and are subject to a number of risks, uncertainties and contingencies, many of which are beyond the Company’s control that may cause actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. The Company’s actual results could differ materially from those contained in the forward-looking statements due to a number of factors, including those described under the heading “Risk Factors” in the Company’s Annual Report of Foreign Private Issuer of Form 20-F for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission on October 22, 2024, and the Company’s subsequent filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required under applicable law.

For investor and media inquiries, please contact:

Mr. Jian Zhang

Tel: (+86) 10-6506 5217

Email: zhangjian@luokung.com

LUOKUNG TECHNOLOGY CORP. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED BALANCE SHEETS

(IN U.S. DOLLARS)

	As of June 30,			As of December 31,
	2024			2023
Assets
Current assets:
Cash	$	351,021		$	83,986
Restricted cash		459,440			462,300
Accounts receivable, net of allowance for expected credit losses		2,592,618			3,349,504
Other receivables and prepayment		3,810,948			2,805,669
Amounts due from associate		411,822			447,265
Notes receivable		4,209			-
Total current assets		7,630,058			7,148,724
Non-current assets:
Property and equipment, net		589,280			1,082,000
Intangible assets, net		38,550,715			43,329,144
Goodwill		377,665			377,665
Investment		704,909			707,430
Right-of-use assets		124,431			744,210
Deferred tax assets					-
Other assets					-
Equity method investment		124,856			-
Other receivables, net (long term)		270,877			248,569
Total non-current assets		40,742,733			46,489,018
TOTAL ASSETS		48,372,791			53,637,742
Liabilities
Current liabilities:
Accounts payable		8,036,662			8,234,891
Accrued liabilities and other payables		85,734,582			89,244,659
Amounts due to associate		35,115			35,334
Contract liabilities		678,311			682,534
Lease liabilities – current portion		73,456			730,304
Amounts due to related parties		1,801,528			1,812,745
Total current liabilities		96,359,654			100,740,467
Non-current liabilities:
Lease liabilities – non-current portion		82,129			62,528
Deferred tax liabilities		2,010,792			2,566,980
Accrued liabilities and other payables		3,271,352			3,291,721
Total non- current liabilities		5,364,273			5,921,229
TOTAL LIABILITIES		101,723,927			106,661,696

Commitments and contingencies

Mezzanine equity
Redeemable preferred shares, $2.4 par value, 90,812 shares authorized, issued and outstanding at June 30, 2024 and December 31, 2023		10,204,326			10,204,326

Shareholders’ Equity

Share capital
Preferred shares, $2.4; 10,417 shares authorized, issued and outstanding at June 30, 2024 and December 31, 2023		25,000			25,000
Ordinary shares, $2.4 par value; 125,000,000 shares authorized; 2,439,727 and 2,052,078 shares issued and outstanding at June 30, 2024 and December 31, 2023		5,855,345			5,855,345
Additional paid-in capital		348,787,846			348,787,846
Accumulated deficit		(427,972,747	)		(416,581,282	)
Accumulated other comprehensive (loss) / income		11,773,696			536,155
Total (deficit) attributable to owners of the company		(61,530,860	)		(61,376,936	)
Non-controlling interest		(2,024,602	)		(1,851,344	)

Total Shareholders’ (Deficit)		(63,555,462	)		(63,228,280	)

TOTAL LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY	$	48,372,791		$	53,637,742

LUOKUNG TECHNOLOGY CORP. AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(IN U.S. DOLLARS)

	For the Six Months Ended
	June 30,
	2024			2023

Revenues	$	1,351,496		$	6,197,913
Less: Operating costs and expenses:
Cost of revenues		797,815			3,202,677
Selling and marketing		645,868			1,534,979
General and administrative		1,748,765			7,518,082
Research and development		8,566,187			14,544,380
Total Operating costs and expenses		10,960,820			23,597,441
Loss from operations		(10,407,139	)		(20,602,205	)
Other income (expense):
Interest expense		(1,716,108	)		(1,783,900	)
Foreign exchange losses, net		(11,838	)		151,234
Other income, net		(11,414	)		(779,695	)
Total other expense, net		(1,739,360	)		(2,412,361	)
Loss before income taxes		(12,146,499	)		(23,014,566	)
Income tax credit		556,188			556,188
Net loss	$	(11,590,311	)	$	(22,458,378	)
Less: Net loss attributable to the non-controlling interest		198,846			326,948
Net loss attributable to owners of the Company	$	(11,391,465	)	$	(22,131,430	)
Comprehensive loss:
Net loss		(11,590,311	)		(22,458,378	)
Other comprehensive income:
Foreign currency translation adjustment		192,501			3,293,075
Comprehensive loss	$	(11,782,812	)	$	(19,165,303	)
Less: Comprehensive profit (loss) attributable to the non-controlling interest		185,687			(1,960,326	)
Comprehensive loss attributable to owner of the company	$	(11,597,125	)	$	(21,125,629	)
Net loss per ordinary share:
Basic and Diluted	$	(5.12	)	$	(10.40	)

Weighted average number of ordinary shares outstanding Basic and Diluted		2,223,447			2,125,368

LUOKUNG TECHNOLOGY CORP. AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN U.S. DOLLARS)

	For the Six month June 30,
	2023			2024
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss	$	(11,590,311	)		(22,458,378	)
Depreciation and amortization		5,233,784			8,155,535
Amortization of right-of-use assets		99,779			851,698
Increase in allowance for doubtful accounts		(176,406	)		(559,797	)
Loss on disposal of Subsidiary		(105,379	)		-
Common stock issuance for professional fee		-			2,858,833
Loss on disposal of property and equipment		-			872,638

Changes in assets and liabilities
Accounts receivable		884,808			6,331,799
Change in note receivable		(4,209	)		2,194
Other receivables and prepayment		(960,327	)		25,570,668
Deferred revenue		(4,223	)		(566,206	)
Accounts payable		(198,229	)		(1,913,437	)
Accrued liabilities and other payables		6,477,279			(19,231,288	)
Change in deferred tax liability		(556,188	)		(556,188	)
Change in inventories		28			273

Net cash used in operating activities		(899,594	)		(641,656	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		-			226,899

Net cash used in investing activities		-			226,899

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment to related parties		24,007			583,726
Net cash provided by financing activities		24,007			583,726

Effect of foreign exchange rate changes		1,139,762			(437,027	)

Net decrease in cash		264,175			(268,058	)
Cash at beginning of year		546,286			1,264,881

Cash at end of period	$	810,461			996,823
Supplemental cash flow disclosures:

Cash and cash equivalents		351,021			683,848
Restricted cash		459,440			312,975
Total cash, cash equivalents and restricted cash shown in the statement of cash flows		810,461			996,823
Non-cash transaction:
Share based compensation		-			2,858,833

LUOKUNG TECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(IN U.S. DOLLARS)

	Ordinary shares					Preferred shares					Additional paid-in			Accumulated			Accumulated other comprehensive Income			Non- controlling			Total Shareholders’
	Shares			Amount		Shares			Amount		capital			deficit			(loss)			Interest			Equity
Balance as of December 31, 2021		385,542,224		$	3,855,422		1,000,000		$	10,000	$	316,322,976		$	(182,710,276	)	$	(1,592,762	)	$	7,758,316		$	143,643,676

Issuance of ordinary shares		106,956,464			1,069,565		-			-		27,286,328			-			-			-			28,355,893

Issuance of preferred shares							1,500,000			15,000		292,500												307,500

Net loss		-			-		-			-		-			(52,539,682	)		-			2,327,941			(50,211,741	)

Acquisition of subsidiaries		-			-		-			-		-			-			-			(194,363	)		(194,363	)

Foreign currency translation adjustment		-			-		-			-		-			-			2,135,731			68,475			2,204,206

Balance as of December 31, 2022		492,498,688		$	4,924,987		2,500,000		$	25,000	$	343,901,804		$	(235,249,958	)	$	542,969		$	9,960,369		$	124,105,171

Issuance of ordinary shares		11,195,339			930,358		-			-		7,561,742			-			-			-			8,492,100

Reverse split		(501,254,300	)				(2,489,583	)

Net loss		-			-		-			-		-			(181,331,324	)		-			(390,905	)		(181,722,229	)

Loss of control over subsidiaries		-			-		-			-		(2,675,700	)		-			-			(11,235,121	)		(13,910,821	)

Foreign currency translation adjustment		-			-		-			-		-			-			(6,814	)		(185,687	)		(192,501	)

Balance as of December 31, 2023		2,439,727		$	5,855,345		10,417		$	25,000	$	348,787,846		$	(407,381,356	)	$	531,136		$	(1,851,344	)	$	(63,228,280	)

Reverse split

Issuance of ordinary shares

Net loss		-			-		-			-		-			(11,391,465	)		-			(198,846	)		(11,590,311	)

Loss of control over subsidiaries		-			-		-			-

Foreign currency translation adjustment		-			-		-			-		-			-			11,237,541			25,588			11,263,129
Balance June 30, 2024		2,439,727		$	5,855,345		10,417		$	25,000	$	348,787,846		$	(427,972,747	)	$	(11,773,696	)	$	(2,024,602	)	$	(63,555,462	)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

October 25, 2024

	Luokung Technology Corp.

Date: January 10, 2025	By	/s/ Xuesong Song
		Xuesong Song
		Chief Executive Officer

~~Luokung Technology Corp.~~10

By: /s/ Xuesong Song Name: Xuesong Song Title: Chief Executive Officer

Filing Compare · Luokung Technology Corp.