v3.26.1
OTHER INVESTMENTS
6 Months Ended
Jun. 30, 2026
Investments, Debt and Equity Securities [Abstract]  
OTHER INVESTMENTS

NOTE 4 - OTHER INVESTMENTS

 

   As of
June 30, 2026
   As of
December 31, 2025
 
   (Unaudited)   (Audited) 
Investments in equity securities without readily determinable fair values of affiliates:          
           
Forekast Limited (a)  $17,000,000   $- 
Greenophene Technologies Limited (b)   1,200,000    - 
   $18,200,000   $-  

 

Investments in equity securities without readily determinable fair values of affiliates (related parties):

 

Equity securities without readily determinable fair values are investments in privately held companies without readily determinable market values. The Company adopted the guidance of ASC 321, Investments - Equity Securities, which allows an entity to measure investments in equity securities without a readily determinable fair value using a measurement alternative that measures these securities at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investment of same issuer (the “Measurement Alternative”). The fair value of equity securities without readily determinable fair values that have been remeasured due to impairment are classified within Level 3. Management assesses each of these investments on an individual basis. Additionally, on a quarterly basis, management is required to make a qualitative assessment of whether the investment is impaired.

 

The Company believes all its invested equity securities are without readily determinable values even though certain of the equity securities are listed in the over-the-counter (OTC) market, as their securities are not actively traded on a securities exchange registered with the U.S. Securities and Exchange Commission (SEC) or in the OTC market.

 

In addition, the Company records its equity securities without readily determinable fair values at cost. For these cost method investments, the Company records them as other investments in its consolidated balance sheets (the “Investments”). The Company reviews the Investments quarterly to determine if impairment indicators are present; however, it is not required to determine the fair value of the Investments unless impairment indicators exist. When impairment indicators exist, the Company generally adopts the valuation methods allowed under ASC820 (Fair Value Measurement) to evaluate whether the fair values of the Investments approximate or exceed their carrying values.

 

(a) Forekast Limited:

 

On February 13, 2026, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Forekast Limited, a company formed under the laws of the British Virgin Islands (“Forekast”) and the shareholders of Forekast listed on Annex A thereto (the “Forekast Shareholders”).

 

On February 17, 2026, the Company filed a Current Report on Form 8-K including the Share Exchange Agreement as an exhibit with the SEC. The Share Exchange Agreement contained customary representations, warranties, covenants, closing conditions and termination provisions and provided for a closing date of March 31, 2026 (the “Closing Date”), subject to the terms set forth therein.

 

On March 31, 2026, all conditions for closing were satisfied, and the Company consummated the transactions contemplated by the Share Exchange Agreement. At closing, the Company acquired 1,360 ordinary shares of Forekast from the Forekast Shareholders, representing 13.6% of Forekast’s outstanding equity interests on a fully diluted basis as of the Closing Date. In consideration therefor, the Company issued to the Forekast Shareholders an aggregate of 8,500,000 shares of its common stock, par value $0.0001 (the “Common Stock”), valued at $17,000,000 to the Forekast Shareholders, such shares constituting the “Exchange Shares”. The transaction constituted a minority investment in Forekast and did not result in the Company obtaining control of Forekast.

 

As of June 30, 2026, the Company recorded the investment in Forekast at $17,000,000.

 

 

Set forth below are the details of the share exchange in connection with the minority investment in Forekast described above, as extracted from Annex A to the Share Exchange Agreement:

 

 

Forekast Shareholders 

Forekast shares

received

by the Company

  

The Company’s

Common Stock

received

by Forekast

Shareholders

 
BHL Ltd.   520    3,250,000 
Moira Venture Limited   120    750,000 
Renhari Limited   180    1,125,000 
Joharne Limited   180    1,125,000 
Crescent East Limited   180    1,125,000 
Stratifi Global Limited   180    1,125,000 
Total shares   1,360    8,500,000 

 

(b) Greenophene Technologies Limited:

 

On November 18, 2025, the Company entered into an acquisition agreement (the “Acquisition Agreement”) with Lim Chee Yin, an individual (the “Seller”). Pursuant to the Acquisition Agreement, subject to the satisfaction or waiver of the conditions set forth therein, upon consummation of the transaction contemplated in the Acquisition Agreement (the “Closing”), the Company acquired 0.99% of Seller’s shareholdings in Greenophene Technologies Limited, a company incorporated in the British Virgin Islands (“Greenophene”), equivalent to 10 shares of Greenophene (the “Acquisition”).

 

On November 20, 2025, the Company filed a Current Report on Form 8-K including the Acquisition Agreement as an exhibit with the SEC. The Acquisition Agreement contains customary representations, warranties, and covenants made by both parties, including authorization, enforceability, compliance with securities laws, absence of undisclosed liabilities, and the Seller’s obligation to assist with Schedule 13D and other required SEC beneficial ownership filings.

 

Pursuant to the terms and conditions of the Acquisition Agreement, at the effective time of the Acquisition (the “Effective Time”), the Company shall issue to the Seller 800,000 shares of its Common Stock, valued at $1.50 per share, for the aggregate closing consideration of $1,200,000 (the “Consideration”).

 

On April 16, 2026 (the “Closing Date”), all conditions to closing were satisfied, and the Company consummated the transactions contemplated by the Acquisition Agreement. At the Closing, the Company acquired 10 ordinary shares of Greenophene from the Seller, representing a minority interest of 0.99% of Greenophene’s outstanding equity interests as of the Closing Date. For the Consideration, the Company issued to the Seller 800,000 shares of its Common Stock, $1.50 per share, for an aggregate value of $1,200,000.

 

As of June 30, 2026, the Company recorded the investment in Greenophene at $1,200,000.

 

During the six months ended June 30, 2026, and the year ended December 31, 2025, the changes in carrying values of the Investments are as follows:

 

   As of
June 30, 2026
   As of
December 31, 2025
 
   (Unaudited)   (Audited) 
Original cost          
Balance, beginning of period / year  $8,330,989   $8,331,139 
Additions during the period   18,200,000    - 
Disposal of impaired investment during the year   -    (150)
Balance, end of period / year   26,530,989    8,330,989 
           
Accumulated impairment          
Balance, beginning of period / year   (8,330,989)   (8,319,066)
Impairment during the year   -    (12,073)
Disposal of impaired investment during the year   -    150 
Balance, end of period / year   (8,330,989)   (8,330,989)
           
Net carrying values of equity securities without readily determinable fair values  $18,200,000   $- 

 

The Company had cost method investments without readily determinable fair values with a carrying value of $18,200,000 and $0 as of June 30, 2026, and December 31, 2025, respectively.

 

For the three and six months ended June 30, 2026, no impairment or reversal of impairment of investment was recognized.

 

During the year ended December 31, 2025, the Company recognized an impairment of $12,073 for two (2) of the Investments and recorded a reversal of impairment of $150 for one (1) of the Investments.

 

As of June 30, 2026, and December 31, 2025, the accumulated impairment loss of the Investments was $8,330,989.