Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
On October 29, 2025, Youxin Technology Ltd (“Youxin” or the “Company”) completed the acquisition of 51% equity interest of Celnet Technology Co., Ltd. (“Celnet BJ”), PRC-based provider of customer relationship management (CRM) system consulting, implementation, and development services through cloud computing solutions, for US$736,461. The following unaudited pro forma condensed combined financial information has been prepared to give effect to the acquisition by Youxin using the acquisition method of accounting with the assumptions and adjustments described in the accompanying notes to the unaudited pro forma combined financial information.
The unaudited pro forma condensed combined statements of operations for the year ended September 30, 2025 combine the historical statements of operations of Youxin and Celnet BJ, adjusted to reflect the pro forma effect as if the acquisition of Youxin occurred on October 1, 2024 (the first day of the Company’s 2025 fiscal year). The unaudited pro forma condensed combined balance sheet combines the historical balance sheets of Youxin and Celnet BJ as of September 30, 2025 and reflects the pro forma effect as if the acquisition of Youxin occurred on that date. Youxin’s historical consolidated financial statement referred to above were included in its Annual Report on Form 20-F for the year ended September 30, 2025. Celnet BJ’s historical financial statements referred to above for Celnet BJ for the comparable periods are included in this Report of Foreign Private Issuer on Form 6-K. The accompanying unaudited pro forma condensed combined financial information and the historical consolidated financial information presented therein should be read in conjunction with the historical consolidated financial statements and notes thereto for Youxin described above. The historical statements of Celnet BJ have been adjusted to conform to the Company’s financial statement presentation.
The unaudited pro forma condensed combined balance sheet and statements of operations include pro forma adjustments which reflect transactions and events that are directly attributed to the acquisition and factually supportable with respect to the statement of operations, and are expected to have a continuing impact on the consolidated results. The pro forma adjustments are described in the accompanying combined notes to the unaudited pro forma combined financial statements.
The unaudited pro forma condensed combined statements of operations for the year end September 30, 2025 is presented for illustrative purposes only and is not necessarily indicative of the results of operations that would have actually been reported had the acquisition occurred on October 1, 2024, nor is it necessarily indicative of the future results of the operations. The unaudited pro forma condensed combined statements of operations and proforma condensed combined balance sheet include adjustments to reflect the allocation of the purchase price to the acquired assets and assumed liabilities of Celnet BJ.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
September 30, 2025
(In U.S. dollars, except for share and per share data, or otherwise noted)
| Historical | Historical | |||||||||||||||||
| 3(A) Youxin | 3(B) Celnet BJ |
Transaction Accounting Adjustments |
Pro Forma Combined |
|||||||||||||||
| ASSETS | ||||||||||||||||||
| Current assets: | ||||||||||||||||||
| Cash and cash equivalents | $ | 9,912,326 | 168,909 | $ | - | $ | 10,081,235 | |||||||||||
| Restricted cash | 24,298 | - | - | 24,298 | ||||||||||||||
| Accounts receivable, net | 213,772 | 550,947 | - | 764,719 | ||||||||||||||
| Amount due from related parties | 17,486 | - | - | 17,486 | ||||||||||||||
| Contract costs | 13,103 | - | - | 13,103 | ||||||||||||||
| Contract assets | - | 260,305 | - | 260,305 | ||||||||||||||
| Prepaid expenses and other current assets | 295,559 | 28,180 | - | 323,739 | ||||||||||||||
| Total current assets | 10,476,544 | 1,008,341 | - | 11,484,885 | ||||||||||||||
| Non-current assets: | ||||||||||||||||||
| Property and equipment, net | 2,519 | 5,545 | - | 8,064 | ||||||||||||||
| Intangible assets | - | 378,002 | - | 378,002 | ||||||||||||||
| Operating lease right-of-use assets | 78,862 | 110,967 | - | 189,829 | ||||||||||||||
| Prepayment for acquisition | 210,704 | - | (210,704 | ) | (a) | - | ||||||||||||
| Other non-current assets | 10,457 | - | - | 10,457 | ||||||||||||||
| Deferred tax assets, net | - | 8,013 | - | 8,013 | ||||||||||||||
| Goodwill | - | - | 1,967,495 | 1,967,495 | ||||||||||||||
| Total non-current assets | 302,542 | 502,527 | 1,756,791 | 2,561,860 | ||||||||||||||
| TOTAL ASSETS | $ | 10,779,086 | 1,510,868 | $ | 1,756,791 | $ | 14,046,745 | |||||||||||
| Liabilities and Stockholders’ Equity (Deficit) | ||||||||||||||||||
| Current liabilities: | ||||||||||||||||||
| Short term loans | $ | 318,865 | $ | 309,032 | $ | - | $ | 627,897 | ||||||||||
| Accounts payable | 34,190 | 26,279 | - | 60,469 | ||||||||||||||
| Contract liabilities | 30,024 | 65,893 | - | 95,917 | ||||||||||||||
| Accrued expenses and other current liabilities | 87,439 | 108,417 | 525,759 | (b) | 721,615 | |||||||||||||
| Payroll payable | 1,134,532 | 741,074 | - | 1,875,606 | ||||||||||||||
| Warrant liabilities | 902,287 | - | - | 902,287 | ||||||||||||||
| Amounts due to related parties | - | 463,917 | - | 463,917 | ||||||||||||||
| Operating lease liabilities, current | 46,190 | 52,098 | - | 98,288 | ||||||||||||||
| Total current liabilities | 2,553,527 | 1,766,710 | 525,759 | 4,845,996 | ||||||||||||||
| Non-current liabilities: | ||||||||||||||||||
| Long term loan | - | 68,830 | - | 68,830 | ||||||||||||||
| Operating lease liabilities, non-current | 35,306 | 53,502 | - | 88,808 | ||||||||||||||
| Total non-current liabilities | 35,306 | 122,332 | - | 157,638 | ||||||||||||||
| Total liabilities | 2,588,833 | 1,889,042 | 525,759 | 5,003,634 | ||||||||||||||
| Commitments and contingencies | - | - | - | - | ||||||||||||||
| Stockholders’ equity (deficit): | ||||||||||||||||||
| Youxin Class A Ordinary shares, $0.0001 par value | 18,604 | - | 45 | (c) | 18,649 | |||||||||||||
| Youxin Class B Ordinary stock, $0.0001 par value | 895 | - | - | 895 | ||||||||||||||
| Celnet BJ, $0.15 (RMB1) par value | - | 1,553,439 | (1,553,439 | ) | (d) | - | ||||||||||||
| Additional paid-in capital | 32,614,603 | 33,766 | 966,189 | (e) | 33,614,558 | |||||||||||||
| Accumulated deficit | (25,065,899 | ) | (1,814,401 | ) | 1,870,660 | (25,009,640 | ) | |||||||||||
| Accumulated other comprehensive income (loss) | 622,050 | (150,978 | ) | 151,169 | 622,241 | |||||||||||||
| Non-controlling interests | - | - | (203,592 | ) | (203,592 | ) | ||||||||||||
| Total stockholders’ equity (deficit) | 8,190,253 | (378,174 | ) | 1,231,032 | 9,043,111 | |||||||||||||
| Total liabilities and stockholders’ equity (deficit) | $ | 10,779,086 | 1,510,868 | $ | 1,756,791 | $ | 14,046,745 | |||||||||||
See accompanying notes to the unaudited pro forma condensed combined financial information.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For
the year ended September 30, 2025
(In U.S. dollars, except for share
and per share data, or otherwise noted)
| Historical | Historical | |||||||||||||||
| 4(A) Youxin | 4(B) Celnet BJ | Transaction Accounting Adjustments |
Pro Forma Combined |
|||||||||||||
| Revenues | $ | 539,474 | $ | 2,829,958 | $ | - | $ | 3,369,432 | ||||||||
| Cost of revenues | (359,509 | ) | (1,611,865 | ) | - | (1,971,374 | ) | |||||||||
| Gross profit | 179,965 | 1,218,093 | - | 1,398,058 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling and marketing expenses | (130,792 | ) | (294,799 | ) | - | ( 425,591 | ) | |||||||||
| General and administrative expenses | (2,746,298 | ) | (462,473 | ) | - | (3,208,771 | ) | |||||||||
| Research and development expenses | (158,190 | ) | (56,464 | ) | - | (214,654 | ) | |||||||||
| Total operating expenses | (3,035,280 | ) | (813,736 | ) | - | (3,849,016 | ) | |||||||||
| Loss from operations | (2,855,315 | ) | 404,357 | - | (2,450,958 | ) | ||||||||||
| Other income (expense), net: | ||||||||||||||||
| Other income | 538 | 5,509 | - | 6,047 | ||||||||||||
| Other expenses | (24,271 | ) | (2,069 | ) | - | (26,340 | ) | |||||||||
| Interest expense | - | (15,536 | ) | - | (15,536 | ) | ||||||||||
| Loss from Investments | (2,736,514 | ) | - | - | (2,736,514 | ) | ||||||||||
| Change in warrant liabilities | 2,647,942 | - | - | 2,647,942 | ||||||||||||
| Issuance costs allocated to warrant liabilities | (876,282 | ) | - | - | (876,282 | ) | ||||||||||
| Loss on issuance of warrant liabilities | (5,802,241 | ) | - | - | (5,802,241 | ) | ||||||||||
| Total other expense, net | (6,790,828 | ) | (12,096 | ) | - | (6,802,924 | ) | |||||||||
| Loss before income taxes | (9,646,143 | ) | 392,261 | - | (9,253,882 | ) | ||||||||||
| Provision for income taxes | - | (83,040 | ) | - | (83,040 | ) | ||||||||||
| Net loss | $ | (9,646,143 | ) | $ | 309,221 | $ | - | $ | (9,336,922 | ) | ||||||
| Weighted average number of ordinary shares outstanding - basic and diluted | 9,311,589 | 9,311,589 | ||||||||||||||
| Net loss per ordinary share - basic and diluted | $ | (1.04 | ) | $ | (1.00 | ) | ||||||||||
See accompanying notes to the unaudited pro forma condensed combined financial information.
NOTE 1. BASIS OF PRESENTATION
The unaudited pro forma condensed combined financial statements are based upon the historical consolidated financial statements of Youxin which were included in its Annual Report on Form 20-F for the year ended September 30, 2025 and Celnet BJ financial statements for the comparable periods are included in this Report of Foreign Private Issuer on Form 6-K. The unaudited pro forma condensed combined statements of operations for the year end September 30, 2025 combine the historical statements of operations of Youxin and Celnet BJ, adjusted to reflect the pro forma effect as if the acquisition of Youxin occurred on October 1, 2024 (the first day of the Company’s 2025 fiscal year). The unaudited pro forma condensed combined balance sheet combines the historical balance sheets of Youxin and Celnet BJ as of September 30, 2025 and reflects the pro forma effect as if the acquisition of Youxin occurred on that date.
In accordance with generally accepted accounting principle, the acquisition of Celnet BJ by Youxin is being accounted for using the acquisition method of accounting. As a result, the unaudited condensed combined balance sheet has been adjusted to reflect the allocation of the purchase price to the identified assets and assumed liabilities based upon the Company’s fair value assessment and the excess purchase price to goodwill. The purchase price allocation in these unaudited pro forma combined financial statements is based upon the purchase price of US$736,461.
NOTE 2. ACCOUNTING POLICIES
Upon consummation of the Business Combination, management will perform a comprehensive review of the two entities’ accounting policies. As a result of the review, management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of the Post-Combination Company. Based on its initial analysis, management did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.
NOTE 3. ADJUSTMENTS TO UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:
Pro forma notes:
| 3(A) | Derived from the unaudited consolidated balance sheet of Youxin as of September 30, 2025. |
| 3(B) | Derived from the unaudited balance sheet of Celnet BJ as of September 30, 2025. |
Pro forma Balance Sheet Transaction Accounting Adjustments:
| 3(a) | Derecognition of prepayment of acquisition after the completion of the acquisition |
| 3(b) | Accrual of the outstanding acquisition consideration not yet paid |
| 3(c) | Shares issued to the original shareholder of Celnet BJ as an incentive |
| 3(d) | Elimination of the contributed capital of Celnet BJ |
| 3(e) | Elimination of the additional paid-in capital of Celnet BJ. The excess of the consideration of the share incentive to the original shareholder of Celnet BJ over the value of the Class A Ordinary shares |
NOTE 4. ADJUSTMENTS TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE YEAR ENDED SEPTEMBER 30, 2025
The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:
Pro forma notes:
| 4(A) | Derived from the unaudited consolidated statement of operations and comprehensive loss of Youxin for the year ended September 30, 2025. |
| 4(B) | Derived from the unaudited statement of operations and comprehensive income of Celnet BJ for the year ended September 30, 2025. |