Exhibit 99.2
HELPORT AI LIMITED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in U.S. dollars (“US$” or “$”), except share data)
| As of December 31, | As of June 30, | |||||||
| 2025 | 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Amount due from a related party | ||||||||
| Prepaid expenses and other receivables | ||||||||
| Total current assets | ||||||||
| Long-term investment | ||||||||
| Intangible assets, net | ||||||||
| Right-of-use assets, net | ||||||||
| Total non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| Accounts payable | $ | $ | ||||||
| Income tax payable | ||||||||
| Amount due to related parties | ||||||||
| Warrant liabilities | ||||||||
| Loans due to third parties | ||||||||
| Accrued expenses and other liabilities | ||||||||
| Lease liabilities | ||||||||
| Deferred tax liabilities | ||||||||
| Total current liabilities | ||||||||
| Lease liabilities | ||||||||
| Total non-current liability | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Ordinary shares (US$ | ||||||||
| Additional paid-in capital* | ||||||||
| Accumulated other comprehensive income/(loss) | ( | ) | ||||||
| Retained earnings | ||||||||
| Total HPAI’s Shareholders’ equity | ||||||||
| Non-controlling interest | ||||||||
| Total shareholders’ equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-1
HELPORT AI LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS)/INCOME
(Amounts in U.S. dollars (“US$” or “$”), except share data)
| For the six months ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Revenues | $ | $ | ||||||
| Cost of revenues | ( | ) | ( | ) | ||||
| Gross profit | ||||||||
| Selling expenses | ( | ) | ( | ) | ||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Research and development expenses | ( | ) | ( | ) | ||||
| Total operating expenses | ( | ) | ( | ) | ||||
| (Loss)/income from operation | ( | ) | ||||||
| Financial expenses, net | ( | ) | ( | ) | ||||
| Other loss, net | ( | ) | ||||||
| Share of loss from equity method investment | ( | ) | ||||||
| Change in fair value of warrant liabilities | ( | ) | ||||||
| (Loss)/income before income tax expenses | ( | ) | ||||||
| Income tax benefits/(expenses) | ( | ) | ||||||
| Net (loss)/income | $ | ( | ) | $ | ||||
| Less: net loss attributable to non-controlling interests | ( | ) | ||||||
| Net (loss)/income attributable to HPAI’s ordinary shareholders | ( | ) | ||||||
| Other comprehensive income, net of tax: | ||||||||
| Net change in foreign currency translation adjustment | ||||||||
| Total comprehensive (loss)/income | $ | ( | ) | $ | ||||
| Less: total comprehensive income attributable to non-controlling interests | ( | ) | ||||||
| Total comprehensive (loss)/income attributable to HPAI’s ordinary shareholders | ( | ) | ||||||
| (Loss)/earnings per ordinary share | ||||||||
| Basic | ( | ) | ||||||
| Diluted | ( | ) | ||||||
| Weighted average number of ordinary shares outstanding* | ||||||||
| Basic | ||||||||
| Diluted | ||||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-2
HELPORT AI LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Amounts in U.S. dollars (“US$”), except share data)
| Ordinary Shares | Additional paid-in | Retained | Total shareholders’ | |||||||||||||||||
| Shares* | Amount* | capital* | earnings | equity | ||||||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||||||
| Balance as of June 30, 2024(Audited) | ||||||||||||||||||||
| Reverse recapitalization | ( | ) | ( | ) | ||||||||||||||||
| Equity financing through Private Placement | ||||||||||||||||||||
| Conversion from Convertible Promissory Notes | ||||||||||||||||||||
| Offering costs in the Business Combination | - | ( | ) | ( | ) | |||||||||||||||
| Share-based compensation | - | |||||||||||||||||||
| Net income | - | |||||||||||||||||||
| Balance as of December 31, 2024 (Unaudited) | ||||||||||||||||||||
| Ordinary Shares | Additional paid-in | Retained | Accumulated comprehensive | Total HPAI’s shareholders’ | Non- controlling | Total shareholders’ | ||||||||||||||||||||||||||
| Shares* | Amount* | capital* | earnings | (loss)/income | equity | interests | equity | |||||||||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | US$ | US$ | ||||||||||||||||||||||||||
| Balance as of June 30, 2025 (Audited) | ( | ) | - | |||||||||||||||||||||||||||||
| Net loss | - | ( | ) | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Foreign currency translation adjustment, net of tax | - | - | - | |||||||||||||||||||||||||||||
| Share-based compensation | - | - | - | - | ||||||||||||||||||||||||||||
| Equity financing through Private Placement | - | - | - | - | ||||||||||||||||||||||||||||
| Contribution from non-controlling shareholders | - | - | - | - | ||||||||||||||||||||||||||||
| Balance as of December 31, 2025 (Unaudited) | ||||||||||||||||||||||||||||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-3
HELPORT AI LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in U.S. dollars (“US$” or “$”), except share data)
| For the six months ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net (loss)/income | $ | ( | ) | $ | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Allowance for credit losses | ||||||||
| Amortization of intangible assets | ||||||||
| Amortization of right-of-use assets | ||||||||
| Share-based compensation | ||||||||
| Investment loss from equity method investment | ||||||||
| Interest expenses on loans from related parties | ||||||||
| Deferred income tax | ( | ) | ||||||
| Change in fair value of warrant liabilities | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Prepaid expenses and other receivables | ( | ) | ||||||
| Accounts payable | ||||||||
| Accrued expenses and other liabilities | ( | ) | ||||||
| Income tax payable | ( | ) | ( | ) | ||||
| Deferred tax liabilities | ||||||||
| Lease liabilities | ( | ) | ( | ) | ||||
| Net cash provided by operating activities | ||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Purchase of intangible assets | ( | ) | ( | ) | ||||
| Loan to a related party | ( | ) | ||||||
| Purchase of long-term investment | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Deferred offering costs | ( | ) | ||||||
| Repayment of loan from a third party | ( | ) | ||||||
| Loan from a related party | ||||||||
| Repayment of loans from related parties | ( | ) | ||||||
| Cash inflow from reverse recapitalization | ||||||||
| Proceeds from PIPE investments | ||||||||
| Repayment of sponsor loans | ( | ) | ||||||
| Contribution from a non-controlling shareholder | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes | ||||||||
| Net change in cash | ( | ) | ||||||
| Cash at the beginning of the period | ||||||||
| Cash at the end of the period | $ | $ | ||||||
| SUPPLEMENTAL SCHEDULE OF NON-CASH ITEMS | ||||||||
| Lease liabilities arising from obtaining right-of-use assets | $ | $ | ||||||
| Net assets acquired from reverse recapitalization | ||||||||
| Financing funds received by a third party on behalf of the Group | ||||||||
| Conversion from Convertible Promissory Notes | ||||||||
| Offering costs recognized as additional paid-in capital | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-4
HELPORT AI LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in U.S. dollars (“US$”), except share data)
| 1. | Organization and Principal Activities |
Helport AI Limited (the “Company”
or “HPAI”) was incorporated under the laws of the British Virgin Islands (the “BVI”) on
On December 18, 2023, Helport entered into a Business Combination Agreement (as amended, the “Business Combination Agreement”) with Tristar, HPAI, Merger I Limited, a British Virgin Islands business company and a wholly-owned subsidiary of HPAI (the “First Merger Sub”), Merger II Limited, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of HPAI (the “Second Merger Sub”), Navy Sail International Limited, a British Virgin Islands company, as the purchaser representative, and Extra Technology Limited, a British Virgin Islands business company, as the seller representative.
Pursuant to the Business Combination Agreement, the mergers contemplated by the Business Combination Agreement (the “Business Combination,” or the “Transaction,” and the consummation of such mergers, the “Closing”) were carried out in two steps:
| (i) | First Merger: The First Merger Sub merged with and into Helport (the “First Merger”), with Helport surviving the First Merger as a wholly-owned subsidiary of HPAI, and the outstanding securities of Helport being converted into the right to receive securities of HPAI. |
| (ii) | Second Merger: Following the First Merger, the Second Merger Sub merged with and into Tristar (the “Second Merger”), with Tristar surviving the Second Merger as a wholly-owned subsidiary of HPAI, and the outstanding securities of Tristar being converted into the right to receive securities of HPAI. |
The Business Combination was consummated on August 2, 2024 (the “Closing Date”), and the Company’s securities started trading on the Nasdaq under the ticker symbol “HPAI” on August 5, 2024. The Company, through its subsidiaries (collectively, the “Group”), are primarily engaged in the development of software and applications and mainly provide software-as-a-service (“SaaS”) platform and artificial intelligent (“AI”) tools to customers in the contact center industry.
As of December 31, 2025, the Company’s subsidiaries are as follows:
| Name: | Date of incorporation | Place of incorporation | Percentage of direct or indirect ownership | Principal activities | ||||||||
| Helport Limited (“Helport”) | % | |||||||||||
| Helport Group Limited (“Helport BVI”) | % | |||||||||||
| Helport Pte. Ltd. (“Helport Singapore”) | % | |||||||||||
| Helport AI Inc. (“Helport US”) | % | |||||||||||
| PT Helport Callconnect Solutions (“Helport Indonesia”) | % | |||||||||||
| MHELPORT S.A. DE C.V. | % | |||||||||||
| Tristar Acquisition I Corp. (“Tristar”) | % | |||||||||||
F-5
| 1. | Organization and Principal Activities (Continued) |
Reverse Recapitalization
Following the consummation of the Transaction, Helport and Tristar became wholly-owned subsidiaries of the Company, and the outstanding shares of Helport and Tristar were converted into the right to receive ordinary shares of the Company. The combined company retained its name as “Helport AI Limited.” No goodwill or intangible assets were recorded in connection with the consummation of the Transaction.
Helport was determined to be the accounting acquirer, given that it effectively controlled the combined entity after the Transaction. The Transaction was not accounted for as a business combination because Tristar did not constitute a business. Accordingly, the Transaction was accounted for as a reverse recapitalization, which is equivalent to the issuance of shares by Helport for the net monetary assets of the Company.
Under this method of accounting, Helport was determined
to be the accounting acquirer and the historical financial statements of Helport became the Company’s historical financial statements,
with retrospective adjustments to give effect to the reverse recapitalization. All of the ordinary shares of Helport that were issued
and outstanding immediately prior to the Transaction were cancelled and converted into an aggregate of
2023 Reorganization
The Group’s history began in September 2020 with the establishment of Helport Singapore, a limited liability company established in Singapore by Ms. Fan Yu (the “Founding Shareholder”). Prior to the Business Combination, Helport undertook an equity restructuring in order to re-domicile its business from Singapore to the British Virgin Islands (the “2023 Reorganization”), which was executed in the following steps:
| (1) | In June 2023, Helport Limited was incorporated in the British Virgin Islands to be the holding company of the Group. On November 14, 2023, Helport established Helport Group Limited in the British Virgin Islands, a wholly owned subsidiary to be the intermediate holding company. |
| (2) | Effective
on December 22, 2023, Helport Limited, through Helport BVI, acquired |
The main purpose of the 2023 Reorganization was to establish a BVI holding company for the existing business in preparation for an overseas business combination. Immediately before and after the 2023 Reorganization as described above, Helport’s business continued to be carried out by its operating subsidiaries without change in control.
F-6
| 2. | Summary of Significant Accounting Policies |
| (a) | Basis of presentation |
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities Exchange Commission (the “SEC”) and have been consistently applied. The unaudited condensed consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated upon consolidation. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results, and cash flows for the periods presented. Operating results for the interim period ended December 31, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2026. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the years ended June 30, 2025 and 2024.
| (b) | Principle of consolidation |
The unaudited condensed consolidated financial
statements presented herein represent the financial statements of Helport AI Limited and its subsidiaries after the Business Combination
which was consummated on August 2, 2024. All intercompany transactions and balances among the Company and its subsidiaries have been eliminated
upon consolidation. A subsidiary is an entity in which (i) the Company directly or indirectly controls more than
| (c) | Use of estimates |
The preparation of the unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenues and expenses during the reported periods in the unaudited condensed consolidated financial statements and accompanying notes. Significant accounting estimates include, but not limited to allowance for credit losses, useful lives and impairment of long-lived assets, and fair value measurement of warrant liabilities. Changes in facts and circumstances may result in revised estimates. The effects of material revisions in estimates, if any, will be reflected in the CFS prospectively from the date of change in estimates. Actual results could differ from those estimates, and as such, differences may be material to the unaudited condensed consolidated financial statements.
| (d) | Foreign currency translation |
The Group’s reporting currency is United States dollars (“US$” or “$”). The Group’s subsidiaries incorporated in Singapore and the United States also use US$ as their functional currencies, and the branches or subsidiaries incorporated in the Philippines, Indonesia and Mexico use their respective local currencies as their functional currencies, including the Philippine Peso (“PHP”), the Indonesian Rupiah (“IDR”) and the Mexican Peso (“MXN”). The determination of the respective functional currency is based on the criteria of ASC Topic 830, Foreign Currency Matters.
F-7
| 2. | Summary of Significant Accounting Policies (Continued) |
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates quoted by authoritative banks prevailing at the dates of the transactions. Exchange gains and losses resulting from foreign currency transactions denominated in a currency other than the functional currency are recorded as foreign currency exchange gain or loss included in “Financial expenses, net” in the unaudited condensed consolidated statements of operations and comprehensive (loss)/income.
The Group entities with functional currencies
other than US$ translate their operating results and financial position into US$, the Group’s reporting currency. Assets and liabilities
denominated in foreign currencies are translated into US$ using the applicable exchange rates at the balance sheet date. Equity accounts
other than earnings generated in the current period are translated into US$ at the appropriate historical rates. Revenues, expenses, gains
and losses are translated into US$ using the periodic average exchange rates.
| December 31, 2025 | June 30, 2025 | |||||||||||||||
| Period-end spot rate | Average rate | Year-end spot rate | Average rate | |||||||||||||
| US$ against PHP | ||||||||||||||||
| US$ against THB | ||||||||||||||||
| US$ against IDR | * | * | ||||||||||||||
| US$ against MXN | * | * | ||||||||||||||
| * |
| (e) | Cash |
Cash consists of cash at bank which is highly
liquid investments with original maturities less than three months, which are unrestricted as to withdrawal or use. Cash consists
of cash in bank only. As of December 31, 2025, and June 30, 2025, cash balances were $
| (f) | Credit losses |
On July 1, 2023, the Group adopted Accounting Standards Update (“ASU”) 2016-13 “Financial Instruments — Credit Losses” (Topic 326). Measurement of Credit Losses on Financial Instruments,” by using an aging schedule method in combination with current situation adjustment, which replaces the previous incurred loss impairment model. The expected credit loss impairment model requires the entity to recognize its estimate of expected credit losses for affected financial assets using an allowance for credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The adoption of ASU 2016-13 did not have a material impact on the Group’s financial statements.
The Group’s accounts receivable and other receivables included in the line item of prepaid expenses and other current assets on the balance sheet are within the scope of ASC Topic 326. The Group uses the roll-rate method in combination with current condition adjustments to determine the loss rate of receivable balances and evaluate expected credit losses on an individual basis. When establishing the loss rate, the Group makes its assessment based on various factors, including the aging of receivable balances, historical experience, creditworthiness of debtors, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Group’s ability to collect from the debtors. The Group also applies current condition adjustments to provide specific provisions for allowance when facts and circumstances indicate that the receivable is unlikely to be collected.
F-8
| 2. | Summary of Significant Accounting Policies (Continued) |
Expected credit losses are recognized in general and administrative expenses in the unaudited condensed consolidated statements of operations and comprehensive (loss)/income. After all attempts to collect a receivable have failed, the receivable is written off against the allowance.
Accounts receivable, net, are stated at the original amount less an allowance for credit losses. Accounts receivable are recognized in the period when the Group has provided services to its customers and when its right to consideration is unconditional.
The Group has developed a current expected credit
loss (“CECL”) model based on historical experience, the age of the accounts receivable balances, credit quality of its customers,
current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its
ability to collect from customers. The Group considers historical collection rates, current financial status, macroeconomic factors, and
other industry-specific factors when evaluating for current expected credit losses. Credit losses are charged off against the allowance
when the Group believes the un-collectability of the account receivable is highly probable. Expected recoveries do not exceed the aggregate
of amounts previously charged off and expected to be charged off. The Group deems accounts receivable as uncollectible after all means
of collection have been exhausted and the likelihood of collection is not probable. The Group recorded credit losses of US$
| (g) | Intangible assets, net |
Intangible assets with finite useful lives are carried at cost less accumulated amortization and any recorded impairment. Estimated useful lives by intangible asset class are as follows:
| Category | Estimated useful lives |
|||
| Software |
The estimated useful lives of intangible assets with finite lives are reassessed if circumstances occur that indicate the original estimated useful lives may have changed.
| (h) | Impairment of long-lived assets |
The Group reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Group measures the carrying amount of the asset against the estimated undiscounted future cash flows associated with it. Should the sum of the expected future net cash flows be less than the carrying value of the asset being evaluated, an impairment loss is recognized in the amount by which the carrying value of the asset exceeds its fair value. The evaluation of asset impairment requires the Group to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. The Group did not record any impairment charge for the six months ended December 31, 2025 and 2024.
| (i) | Warrants |
The Group evaluated its public warrants (“Public Warrants”) and private warrants (“Private Placement Warrants”, together with the Public Warrants, the “Warrants”), in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity” (“ASC 815-40”), and concluded that a provision in the Warrant Agreement, dated October 13, 2021, by and between Tristar and Continental Stock Transfer & Trust Company (the “Warrant Agreement”), related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815-40, the Warrants are recorded as derivative liabilities on the accompanying balance sheets and measured at fair value at inception (on the date of Tristar’s initial public offering) and at each reporting date in accordance with FASB ASC Topic 820, “Fair Value Measurement” (“ASC 820”), with changes in fair value recognized in the statement of operations in the period of change.
F-9
| 2. | Summary of Significant Accounting Policies (Continued) |
The Private Placement Warrants were initially
measured at fair value using a modified Black-Scholes Option Pricing Model. As the transfer of Private Placement Warrants to anyone who
is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants,
the Group has determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. The fair
value of the Public Warrants and Private Placement Warrants as of June 30, 2025 and December 31, 2025 was based on observable listed market
prices. The Private Placement Warrants have the same value as the Public Warrants as they are subject to the same make-whole provisions
pursuant to the Warrant Agreement. For the six months ended December 31, 2025 and 2024, the Group recognized a gain of $
| (j) | Fair value measurement |
Accounting guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and the assumptions that market participants would use when pricing the asset or liability.
Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
The three levels of the fair value hierarchy under ASC 820 are as follows:
| ● | Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. |
| ● | Level 2—Include other inputs that are directly or indirectly observable in the marketplace. |
| ● | Level 3—Unobservable inputs which are supported by little or no market activity. |
Accounting guidance also describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach; and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset.
Financial assets and liabilities of the Group primarily consist of cash, accounts receivable, and other receivables, accounts payable, amounts due to related parties, loans due to third parties, accrued expenses and other current liabilities. As of December 31, 2025 and June 30, 2025, the carrying amounts of other financial instruments approximated to their fair values due to the short-term maturity of these instruments. The warrant liabilities were measured at fair value using unobservable inputs and were categorized in Level 3 of the fair value hierarchy.
The Group’s non-financial assets, such as software and equipment, would be measured at fair value only if they were determined to be impaired.
F-10
| 2. | Summary of Significant Accounting Policies (Continued) |
The following table details the fair value measurements of liabilities that were measured at fair value on a recurring basis based on the following three-tiered fair value hierarchy per ASC 820, Fair Value Measurement, as of December 31, 2025, June 30, 2025 and August 2, 2024.
| Fair Value Measurement | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total Fair Value | |||||||||||||
| Warrant liabilities: | ||||||||||||||||
| As of August 2, 2024 | $ | $ | $ | $ | ||||||||||||
| As of June 30, 2025 | $ | $ | $ | $ | ||||||||||||
| As of December 31, 2025 | $ | $ | $ | $ | ||||||||||||
The fair value of the Public Warrants is considered
a Level 1 valuation and is determined by their public trading price. The fair value of the Private Warrants is considered a Level 3 valuation
and is determined using the Black-Scholes valuation model. As of December 31, 2025, the total fair value of the Public Warrants and Private
Warrants were $
| Warrants | ||||
| Fair value as of June 30, 2025 | $ | |||
| Change in fair value | ( | ) | ||
| Fair value as of December 31, 2025 | $ | |||
The significant unobservable inputs used in the measurement of fair value of Warrants as of December 31, 2025 are as follows:
| As of December 31, 2025 | ||||
| Expected term (in years) | ||||
| Volatility | % | |||
| Risk-free interest rate | % | |||
| Dividend yield | ||||
| (k) | Accounts and other payables |
Accounts and other payables represent liabilities for goods and services provided to the Group prior to the end of the financial year which are unpaid. They are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). Otherwise, they are presented as non-current liabilities. Accounts and other payables are initially recognized at fair value, and subsequently carried at amortized cost using the effective interest method.
| (l) | Related party |
A related party may be any of the following: a)
an affiliate, which is a party that directly or indirectly controls, is controlled by, or is under common control with another party;
b) a principal owner, owner of record or known beneficial owner of more than
F-11
| 2. | Summary of Significant Accounting Policies (Continued) |
| (m) | Revenue recognition |
The Group recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that the Group should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:
Step 1: Identify the contract with the customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognize revenue when the company satisfies a performance obligation
These criteria as they relate to each of the following major revenue-generating activities are described below.
Revenues are presented net of value-added taxes (“VAT”).
| For the six months ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| AI services | $ | $ | ||||||
| AI+ Business Process Outsourcing (“AI+BPO”) services | ||||||||
| Total revenues | $ | $ | ||||||
AI services
The Group enters into System Information Technology
Service Agreements with customers to provide a series of services through its integrated AI service tool, AI Assist, which includes system
functional modules, efficiency management services, custom development services, and operation outsourcing services. The Group identifies
one performance obligation in the licensed usage of AI Assist because the series of services is delivered through the integrated functions
within AI Assist and cannot be separated from each other. The service consideration is calculated based on the monthly average subscribed
seats and is reconciled on a monthly basis. The Group usually grants the customers a credit term between
Certain contracts with promises to provide additional customization or requests may include multiple performance obligations when the promises are separately identifiable from one another and are associated with standalone selling prices. For such arrangements, the Group allocates the transaction price to each performance obligation based on its relative standalone selling price. The Group generally determines the standalone selling prices based on the prices charged to customers. Revenue from such additional customization or requests is recognized at a point in time when the service deliverables are completed and meet the requirements of the customers.
AI+BPO services
The Group enters into service agreements with customers to provide AI+BPO services, whereby it manages specified business processes—such as inbound customer support, outbound debt collection, and outbound customer engagement/sales—by deploying trained personnel supported by the Group’s AI tools under client guidance. Such contracts typically involve one performance obligation, pursuant to which the Group commits to providing a designated number of personnel and technological support to perform the business processes or operations as required by customers. Service fees are structured under either a per-agent monthly model or performance-based pricing tied to measurable outcomes. The Group typically collects monthly instalments from customers over the contract period for AI+BPO services. Revenues from AI+BPO services are recognized over the contract term based on the amounts in the revenue statements, which are reconciled with and confirmed by the customers on a monthly basis.
F-12
| 2. | Summary of Significant Accounting Policies (Continued) |
Principal versus agent considerations
The Group has entered into contracts with a third-party service provider for outsourced operations, pursuant to which the third-party service provider is obligated to conduct certain technical support activities, including IT environment maintenance, software module optimization, industrial database updates, server configuration, and more. The Group has evaluated the terms with the third-party service provider and considers itself a principal and recognizes revenue on a gross basis for such services, as it controls the services through the following key considerations:
| ● | The Group owns its brand and intellectual property, directs the third-party service provider to conduct a series of outsourced operational activities on its behalf, and reserves the right to accept or reject any customer contracts without the involvement of the third-party service provider. The Group assumes primary responsibility for controlling the quality of service deliverables. |
| ● | The Group has discretion in setting the price. The third-party service provider is only entitled to the fixed outsourced operational fees settled monthly for its performance obligation and does not participate in profit sharing in respect of revenue from services. |
Contract balances
When a performance obligation in a service contract has been fulfilled, the Group presents the contract on the consolidated balance sheet as a contract asset or a contract liability, depending on the relationship between the Group’s performance and the customer’s payment. A contract asset is the Group’s right to consideration in exchange for goods and services that the Group has transferred to a customer. The Group did not have any contract assets as of December 31, 2025 and June 30, 2025.
A contract liability represents billings or cash received for services in advance of revenue recognition and is recognized as revenue when all of the Group’s revenue recognition criteria are met. The Group did not have any contract liabilities as of December 31, 2025 and June 30, 2025.
| (n) | Cost of revenues |
Cost of revenues primarily consists of amortization of purchased software, payments to a third-party service provider for outsourced operation, and server costs.
| (o) | Share-based compensation |
The Group applies ASC 718, Compensation—Stock Compensation (“ASC 718”), to account for all of its share-based payments. In accordance with ASC 718, the Group determines whether an award should be classified and accounted for as a liability award or equity award. All of the Group’s grants of share-based awards were classified as equity awards and are recognized in the financial statements based on their grant date fair values.
The Group has elected to recognize compensation expense using the straight-line method for all awards granted with graded vesting over the requisite service period. For awards with performance conditions, the Group would recognize compensation cost if and when it concludes that it is probable that the performance condition will be achieved. The Group has also elected to account for forfeitures as they occur. Previously recognized compensation cost for the awards is reversed in the period that the award is forfeited.
F-13
| 2. | Summary of Significant Accounting Policies (Continued) |
| (p) | Income taxes |
The Group accounts for income taxes under ASC 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.
The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for financial statements recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures.
Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. The Group did not accrue any liability, interest or penalties related to uncertain tax positions in its provision for income taxes line of its statements of income for the six months ended December 31, 2025 and 2024.
The Group does not expect that its assessment
regarding unrecognized tax positions will materially change over the next
| (q) | Commitments and contingencies |
In the normal course of business, the Group is subject to commitments and contingencies, including operating lease commitments, legal proceedings and claims arising out of its business that relate to a wide range of matters, such as government investigations and tax matters. The Group recognizes a liability for such contingencies if it determines it is probable that a loss has occurred and a reasonable estimate of the loss can be made. The Group may consider many factors in making these assessments of liability for contingencies, including historical experience and the specific facts and circumstances of each matter.
| (r) | Earnings per share |
The Group computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is computed by dividing income available to ordinary shareholders of the Group by the weighted average ordinary shares outstanding during the period. Diluted EPS takes into account the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised and converted into ordinary shares. For the six months ended December 31, 2025 and 2024, there was no dilutive impact.
| (s) | Segment reporting |
ASC 280, Segment Reporting, establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers. Based on the criteria established by ASC 280, the Group’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer.
The CODM regularly reviews entity-wide operating results, including consolidated revenues and net income, when making decisions about allocating resources and assessing performance of the segment. Accordingly, the Group has one reportable segment, i.e., AI services, which is the primary revenue source of the Group.
F-14
| 2. | Summary of Significant Accounting Policies (Continued) |
The primary measure of segment revenue and profitability for the Group’s operating segment is consolidated revenue and net income. Significant segment expenses regularly reviewed by the CODM and included within net income comprise cost of sales, selling and marketing expenses, general and administrative expenses, and research and development expenses, which are separately presented on the Group’s unaudited condensed consolidated statements of operations and comprehensive (loss)/income. Other segment items within net income include financial expenses, net, other income or loss, net, and income tax expense. The CODM uses segment profit or loss to monitor budget versus actual results, and also in competitive analysis by benchmarking to the Group’s competitors at the same development stage.
The Group does not distinguish between markets or segments for the purpose of internal reporting. As the Group’s long-lived assets are all located in Singapore and the Group’s revenues are substantially derived from PRC customers, no geographical segment information is presented. The CODM does not review any information regarding total assets by reportable segment.
For operating results of the segment provided to and reviewed by CODM, please refer to the unaudited condensed consolidated statements of operations and comprehensive (loss)/income.
| (t) | Recent accounting pronouncements |
The Group is an emerging growth company (“EGC”) as defined by the Jumpstart Our Business Startups Act (“JOBS Act”). The JOBS Act provides that an EGC can take advantage of extended transition periods for complying with new or revised accounting standards. This allows an EGC to delay adoption of certain accounting standards until those standards would otherwise apply to private companies. The Group elected to take advantage of the extended transition periods. However, this election will not apply should the Group cease to be classified as an EGC.
In December 2023, the FASB issued ASU 2023-09, Improvement to Income Tax Disclosure. This standard requires more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This standard also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for public business entities, for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. Early adoption is also permitted, and entities may apply the amendments in this update prospectively or retrospectively to all prior periods presented in the financial statements. The Group is in the process of evaluating the impact of adopting this new guidance on its consolidated financial statements.
On November 4, 2024, the FASB has released ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures. The purpose of this update is to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, selling expenses, general and administrative expenses, and research and development expenses). ASU 2024-04 is effective for all public business entities, for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Any entity qualified as public business (“PBEs”) entity shall apply ASU 2024-04 prospectively to financial statements issued for current period and all comparative periods. PBEs shall apply the amendments in this update either (1) prospectively to financial statements issued for reporting periods after the effective date or (2) retrospectively to any or all prior periods presented in the financial statements. Early adoption is permitted. The Group is in the process of evaluating the impact of adopting this new guidance on its consolidated financial statements.
In May 2025, the FASB issued ASU 2025-03, “Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity,” which requires an entity involved in an acquisition transaction effected primarily by exchanging equity interests when the legal acquiree is a VIE that meets the definition of a business to consider specific factors to determine the accounting acquirer and removes the requirement that the primary beneficiary always is the acquirer for certain transactions. Under the amendments, acquisition transactions in which the legal acquiree is a VIE will, in more instances, result in the same accounting outcomes as economically similar transactions in which the legal acquiree is a voting interest entity. The amendments do not change the accounting for a transaction determined to be a reverse acquisition or a transaction in which the legal acquirer is not a business and is determined to be the accounting acquiree. The new guidance is required to be applied prospectively to any acquisition transaction that occurs after the initial application date. This guidance is effective for the Company for the year ending March 31, 2028. Early adoption is permitted. The Group is evaluating the impact of the adoption of this guidance.
F-15
| 2. | Summary of Significant Accounting Policies (Continued) |
In July 2025, the FASB issued ASU 2025-05, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets,” which provides guidance for entities that apply the practical expedient and accounting policy election, if applicable, when estimating expected credit losses on current accounts receivable and/or current contract assets arising from transactions under Topic 606, including those assets acquired in a business combination accounted for under Topic 805. The amendments will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Group is currently evaluating the impact of the adoption of this guidance.
In September 2025, the FASB issued ASU 2025-06, Intangibles -Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). The amendments modernize the recognition and disclosure framework for internal-use software costs, removing the previous “development stage” model and introducing a more judgment-based approach. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027 and for interim reporting periods beginning in that fiscal year. The Group is currently evaluating the impact that this update will have on the consolidated financial statements.
In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (“Topic 815”) and Revenue from Contracts with Customers (“Topic 606”): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract (“ASU 2025-07”). ASU 2025-07, expands an existing scope exception under Topic 815 to exclude non-exchange-traded contracts where the underlying is based on the operations or activities specific to one of the contract parties. The Group is currently evaluating the impact that this update will have on the consolidated financial statements.
In November 2025, the FASB issued ASU 2025-08, Financial Instruments—Credit Losses (“Topic 326”): Purchased Loans (“ASU 2025-08”). The amendments expand the population of acquired loans subject to the gross-up approach, treating non-credit-deteriorated loans (excluding credit cards) as “seasoned” if purchased at least 90 days after origination or acquired in a business combination. ASU 2025-08 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Group is currently evaluating the impact that this update will have on the consolidated financial statements.
In December 2025, the FASB issued ASU 2025-12, “Codification Improvements.” The amendments in this ASU represent changes to clarify the Codification or to correct unintended application of guidance and apply to all reporting entities within the scope of the affected accounting guidance. These amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Group is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements.
The Group does not believe other recently issued ASUs by the FASB but not yet effective accounting statements, if adopted, would have a material effect on the Group’s future financial statements.
| 3. | Accounts Receivable, net |
Accounts receivable, net consists of the following:
| As of December 31, | As of June 30, | |||||||
| 2025 | 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Accounts receivable | $ | $ | ||||||
| Less: allowance for credit losses | ( | ) | ||||||
| Accounts receivable, net | $ | $ | ||||||
As of the date of issuance of the unaudited condensed
consolidated financial statements, the Group has collected $
F-16
| 4. | Prepaid Expenses and Other Receivables |
Prepaid expenses and other receivables consist of the following:
| As of December 31, | As of June 30, | |||||||
| 2025 | 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Prepaid operation expenses | $ | $ | ||||||
| Deposits | ||||||||
| Others | ||||||||
| Prepaid expenses and other receivables | $ | $ | ||||||
| 5. | Intangible Assets, Net |
Intangible assets, net, consist of the following:
| As of December 31, | As of June 30, | |||||||
| 2025 | 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Software | $ | $ | ||||||
| Accumulated amortization | ( | ) | ( | ) | ||||
| Intangible assets, net | $ | $ | ||||||
Amortization expense was $
| 6. | Loans Due to Third Parties |
| As of December 31, | As of June 30, | |||||||
| 2025 | 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| New Promissory Notes (1) | $ | $ | ||||||
| Loans due to third parties | $ | $ | ||||||
| (1) |
F-17
| 7. | Accrued Expenses and Other Liabilities |
Accrued expenses and other liabilities consist of the following:
| As of December 31, | As of June 30, | |||||||
| 2025 | 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Payables to third parties | $ | $ | ||||||
| VAT payable (1) | ||||||||
| Payroll payable | ||||||||
| Others | ||||||||
| Accrued expenses and other liabilities | $ | $ | ||||||
| (1) |
| 8. | Related Parties Transactions |
The table below sets forth the major related parties and their relationships with the Group as of December 31, 2025 and June 30, 2025:
| No. | Related Parties | Relationship | ||
| 1 | Ufintek Group Pte. Ltd. | |||
| 2 | Stony Holdings Limited | |||
| 3 | Ms. Fan Yu | |||
| 4 | Ms. Yizhou Wang | |||
| 5 | Helport (Thailand) Co., Ltd | |||
| 6 | Ms. Michelle Zhang | |||
| 7 | Mr. Chunyi Hao |
| (a) |
| For the six months ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Nature | ||||||||
| Loan from a related party | ||||||||
| Michelle Zhang | $ | $ | ||||||
| Loan repayments to related parties | ||||||||
| Ufintek Group Pte. Ltd. | $ | $ | ||||||
| Stony Holdings Limited | $ | $ | ||||||
| Yu Fan | $ | $ | ||||||
F-18
| 8. | Related Parties Transactions (Continued) |
| (b) |
| As of December 31, | As of June 30, | |||||||
| 2025 | 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Amount due from a related party: | ||||||||
| Helport (Thailand) Co., Ltd (1) | ||||||||
| Total | $ | $ | ||||||
| (1) | The balance represents the advance funds paid on behalf of the related party for its daily operational purposes. |
| As of December 31, | As of June 30, | |||||||
| 2025 | 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Amount due to related parties: | ||||||||
| Chunyi Hao (1) | $ | $ | ||||||
| Michelle Zhang (2) | ||||||||
| Ufintek Group Pte. Ltd. (3) | ||||||||
| Yu Fan (3) | ||||||||
| Helport (Thailand) Co., Ltd (4) | ||||||||
| Total | $ | $ | ||||||
| (1) |
| (2) |
| (3) |
| (4) |
F-19
| 9. | Taxation |
The following table sets forth current and deferred portion of income tax expense of the Company’s subsidiaries:
| For the six months ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Current income tax expense | $ | $ | ||||||
| Deferred income tax expense | ( | ) | ( | ) | ||||
| Total income tax expense | $ | ( | ) | $ | ||||
Uncertain tax positions
The Group evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of December 31, 2025, the Group did not have any significant unrecognized uncertain tax positions. The Group does not believe that its uncertain tax positions will materially change over the next twelve months. As of December 31, 2025, income tax returns for the tax years from 2021 to 2024 remain open for statutory examination.
| 10. | Share-based Compensation |
2024 Equity Incentive Plan
Effective on August 6, 2024, the board of directors
of the Company approved the 2024 Equity Incentive Plan (the “Plan”), under which certain eligible independent contractors
and external consultants (the “Participants”), or a total of
On January 1, 2025,
On October 19, 2025,
On December 31, 2025,
If the Participants terminate their services during the vesting period, they will automatically forfeit the restricted shares that are not vested as of the date of termination of the services.
The estimated fair value of restricted shares granted under the Plan was the closing price prevailing on each grant date.
F-20
| 10. | Share-based Compensation (Continued) |
A summary of activities of the restricted shares for the six months ended December 31, 2025 and 2024 is as follows:
| Number of nonvested restricted shares | Weighted average FV per ordinary share on the grant date | |||||||
| Unvested as of June 30, 2024 (Audited) | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Unvested as of December 31, 2024 (Unaudited) | $ | |||||||
| Number of nonvested restricted shares | Weighted average FV per ordinary share on the grant date | |||||||
| Unvested as of June 30, 2025 (Audited) | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Unvested as of December 31, 2025 (Unaudited) | $ | |||||||
Share-based compensation expenses of $
The allocation of total share-based compensation expenses is set forth as follows:
| For the six months ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Sales and marketing expenses | $ | $ | ||||||
| General and administrative expenses | ||||||||
| Total | $ | $ | ||||||
F-21
| 11. | Warrant Liabilities |
On August 2, 2024, Tristar, the Company, and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”), entered into the Assignment, Assumption, and Amendment to Warrant Agreement (the “Warrant Amendment”), which amended that certain Warrant Agreement, dated as of October 13, 2021, relating to the Tristar warrants (the “Warrant Agreement”), as filed with the SEC on October 13, 2021. Pursuant to the Warrant Amendment,
| (i) | the Company assumed the obligations of Tristar under the Warrant Agreement, such that, among other things, Helport has been added as a party thereto; and |
| (ii) | references to Tristar Class A ordinary shares in the Warrant Agreement mean the ordinary shares of the Company. |
As of December 31, 2025, there were
The Company also permits Warrant holders to exercise their Warrants on a cashless basis under the circumstances specified in the Warrant Agreement. If the ordinary shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”), the Company may, at its option, require holders of Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but it will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Warrants became exercisable on the completion of the Business Combination, and will expire five years after the consummation of the Business Combination or earlier upon redemption.
The Company may redeem the Public Warrant, in
whole and not in part, at a price of $
| ● | at any time while the Warrants are exercisable; |
| ● | upon not less than |
| ● | if, and only if, the reported last sale price of the ordinary shares equals or exceeds $ |
| ● | if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such Warrants at the time of redemption and for the entire |
If the foregoing conditions are satisfied and
the Company issues a notice of redemption, each Warrant holder can exercise his or her Warrant prior to the scheduled redemption date.
However, the price of the ordinary shares may fall below the $
The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants are non-redeemable (except as described below) so long as they are held by the sponsor of Tristar or its permitted transferees. If the Private Placement Warrants are held by someone other than the sponsor of Tristar or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants.
F-22
| 11. | Warrant Liabilities (Continued) |
The Company accounts for the
The accounting treatment of derivative financial instruments requires that the Company record the Warrants as derivative liabilities at fair value upon the closing of the Business Combination. These warrant liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to its current fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the Warrants will be reclassified as of the date of the event that causes the reclassification.
| 12. | Ordinary Shares |
The Company is authorized to issue a maximum of
Upon consummation of the Business Combination,
During the six months ended December 31, 2025, restricted shares were issued or outstanding under the Plan.
There were
| 13. | Earnings Per Share |
Basic and diluted earnings per share is calculated as follows:
| For the six months ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Numerator: | ||||||||
| Net (loss)/income | $ | ( | ) | $ | ||||
| Denominator: | ||||||||
| Weighted average number of ordinary shares outstanding* | ||||||||
| Basic and diluted | ||||||||
| (Loss)/earnings per ordinary share | ||||||||
| Basic and diluted | $ | ( | ) | $ | ||||
| * |
F-23
| 14. | Concentration |
Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of accounts receivable. The Group conducts credit evaluations of its customers, and generally does not require collateral or other security from them. The Group evaluates its collection experience and long outstanding balances to determine the need for an allowance for credit losses. The Group conducts periodic reviews of the financial condition and payment practices of its customers to minimize collection risk on accounts receivable.
The following table sets forth a summary of customers who each represents 10% or more of the Group’s total accounts receivable for the periods presented:
| As of December 31, | As of June 30, | |||||||
| 2025 | 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Customer A | % | % | ||||||
| Customer B | % | % | ||||||
| Customer C | % | % | ||||||
| Customer D | % | % | ||||||
| Customer E | % | % | ||||||
| Total | % | % | ||||||
The following table sets forth a summary of customers who each represents 10% or more of the Group’s total revenue for the periods presented.
| For the six months ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Customer A | % | % | ||||||
| Customer B | % | % | ||||||
| Customer C | % | % | ||||||
| Total | % | % | ||||||
| 14. | Concentration (Continued) |
The following table sets forth any supplier who represents 10% or more of the Group’s total accounts payable for the periods presented:
| As of December 31, | As of June 30, | |||||||
| 2025 | 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Supplier A | % | % | ||||||
| Total | % | % | ||||||
| 15. | Commitments and Contingencies |
Lease Commitments
The total future minimum lease payments under short-term leases and long-term operating leases with respect to office space as of December 31, 2025, are payable as follows:
| Payment due to schedule | ||||||||||||
| Within one year | One to three years | Over three years | Total | |||||||||
| US$ | US$ | US$ | US$ | |||||||||
| Short-term office rental fees | ||||||||||||
F-24
Ordinary Share Subscription Agreements
On October 20, 2025, the Company entered into
a subscription agreement (the “Fulberto Subscription Agreement”) with Fulberto Limited, a British Virgin Islands company (“Fulberto”).
Pursuant to the Fulberto Subscription Agreement, Fulberto agreed to subscribe for and purchase from the Company, and the Company agreed
to issue and sell to Fulberto, ordinary shares of the Company, par value US$
On November 15, 2025, the Company entered into
a subscription agreement (the “Fountain Subscription Agreement”) with FountainX Ltd., a British Virgin Islands company (“FountainX”).
Pursuant to the Fountain Subscription Agreement, FountainX agreed to subscribe for and purchase from the Company, and the Company agreed
to issue and sell to FountainX, ordinary shares of the Company, par value US$
Contingencies
In the ordinary course of business, the Group may be subject to legal proceedings regarding contractual and employment relationships and a variety of other matters. The Group records contingent liabilities resulting from such claims when a loss is assessed to be probable and the amount of the loss is reasonably estimable. In the opinion of management, there were no pending or threatened claims or litigation as of December 31, 2025, and through the issuance date of the unaudited condensed consolidated financial statements.
| 16. | Subsequent Events |
On October 2, 2025, the Company entered into a
subscription agreement (the “Youth Spring Subscription Agreement”) with Youth Spring Limited, a Samoa company (“Youth
Spring”). Pursuant to the Youth Spring Subscription Agreement, Youth Spring agreed to subscribe for and purchase from the Company,
and the Company agreed to issue and sell to Youth Spring,
On March 15, 2024, the Company entered into a
line of credit agreement with Hades Capital Limited, which provided the Company with an unsecured line of credit in the principal maximum
amount of $
The Group has evaluated the impact of events that have occurred subsequent to December 31, 2025, through the issuance date of the unaudited condensed consolidated financial statements, and concluded that, except for the events disclosed above, no other subsequent events have occurred that would require recognition in the unaudited condensed consolidated financial statements or disclosure in the notes to the unaudited condensed consolidated financial statements.
F-25