v3.26.1
Related party transactions
 12 Months Ended
Dec. 31, 2025
Related Party Transactions [Abstract]  
Related party transactions

Note 10 – Related party transactions

 

Related party balances

 

As of December 31, 2025, VD Capital Pty. Ltd. was a related party with 8.85% to ownership of Class A Ordinary Shares in the Company. In connection with this relationship, the Company recorded as an unamortized related party prepayment balance of US$2,777,500 for services to be rendered over the 9 to 12 months period ending between September 30, 2026 and December 31, 2026.

 

Prepayments - related party

Name of Related Party  Relationship  Nature 

As of

December 31, 2025

  

As of

December 31, 2024

 
         US$   US$ 
VD Capital Pty. Ltd.  KNOREX Ltd’s shareholder >5% and <10% of shareholding  Prepayments of consulting services for corporate development, capital management and fundraising  $2,777,500   $           - 
Total        $2,777,500   $- 

 

On October 3, 2025, the Company entered into a service agreement (the “Service Agreement”) with VD Capital Pty. Ltd., a related party holding an 8.85% ownership interest in the Company’s Class A Ordinary Shares. Pursuant to the Service Agreement, VD Capital Pty. Ltd. provides post-listing consulting and advisory services across three key areas for a total fee of US$3,650,000: (1) capital management and fundraising (12-month term; US$1,250,000); (2) corporate development (15-month term; US$800,000); and (3) management and business consulting (12-month term; US$1,600,000).

 

For the year ended December 31, 2025, the Company recognized US$872,500 in consulting expenses under this arrangement (see general and administrative expenses – related party section below).

 

Short-term loans - related parties

 

Name of Related Party  Relationship  Term  Nature 

As of

December 31, 2025

  

As of

December 31, 2024

 
            US$   US$ 
Truong Vinh Phu Le  Vice President of Operations of the Company  30% interest per annum,
maturity date extended from
1/18/2025 to 9/9/2025		  Working capital loan  $-   $104,221 
Truong Vinh Phu Le  Vice President of Operations of the Company  30% interest per annum, maturity date extended from 2/7/2025 to 9/9/2025  Working capital loan   -    22,596 
Kheng Ee Lennon Teng  Group General Manager of the Company  15%(1) interest per annum, maturity date extended from 9/9/2025 to 10/9/2026  Working capital loan   14,866    - 
Kheng Ee Lennon Teng  Group General Manager of the Company  15%(2) interest per annum, maturity date extended from 9/9/2025 to 10/9/2026  Working capital loan   37,386    37,386 
Kheng Ee Lennon Teng  Group General Manager of the Company  Non-interest bearing and due on demand  Working capital loan   -    27,238 
Wilson Chandra  Director and President  Non-interest bearing and due on demand  Working capital loan   1,036    80,000 
Franklin Capital Enterprise Ltd.  KNOREX Ltd’s shareholder >10% of shareholding  15% interest per annum, maturity date is 10/9/2026  Working capital loan   200,000    - 
Exchange rate difference            2,332    - 
Total           $255,620   $271,441 

 

(1) The short-term loans currently bear interest at 15.0% per annum following an amendment effective October 9, 2025. Prior to this effective date, under the original terms of the agreements, the loans accrued interest at a rate of 1.25% per week from their respective origination dates through October 8, 2025.
(2) The short-term loans currently bear interest at 15.0% per annum following an amendment effective October 9, 2025. Prior to this effective date, under the original terms of the agreements, the loans accrued interest at a rate of 30% per annum from their respective origination dates through October 8, 2025.

 

For the years ended December 31, 2025 and 2024, the proceeds from Truong Vinh Phu Le were $111,710 and $169,067, respectively, the repayments of Truong Vinh Phu Le were $238,527 and $38,352, respectively.

 

For the years ended December 31, 2025 and 2024, the proceeds from Kheng Ee Lennon Teng were $14,866 and $97,726, respectively, the repayments of Kheng Ee Lennon Teng were $27,239 and 31,449, respectively.

 

For the years ended December 31, 2025 and 2024, the proceeds from Wilson Chandra were $85,000 and $80,000, respectively, the repayments of Wilson Chandra were $163,964 and nil respectively.

 

For the years ended December 31, 2025 and 2024, the proceeds from Franklin Capital Enterprise Ltd. were $200,000 and nil respectively, and there were no repayments to Franklin Capital Enterprise Ltd.

 

Other payables - related parties

 

Name of Related Party  Relationship  Nature 

As of

December 31, 2025

  

As of

December 31, 2024

 
         US$   US$ 
Kheng Ee Lennon Teng  Group General Manager of the Company  Employee reimbursement  $12,192   $2,642 
Le Truong Vinh Phu  Vice President of Operations of the Company  Employee reimbursement   23,842    10,668 
Kheng Ee Lennon Teng  Group General Manager of the Company  Interest Accrual – Related Parties   22,530    4,772 
Wilson Chandra  Director and President  Interest Accrual – Related Parties   363    2,029 
Abhishek Kumar  Vice President of Product and Engineering  Employee reimbursement   2,886    - 
Franklin Capital Enterprise Ltd  KNOREX Ltd’s shareholder >10% of shareholding  Interest Accrual – Related Parties   70,822    - 
Khar Heng Choo  Chairman and Chief Executive Officer  Employee reimbursement   5,261    - 
Total        $137,896   $20,111 

 

During the year ended December 31, 2025, the Company recorded interest expense of US$ 8,518 and made repayments of US$ 10,184 related to the amounts owed to Wilson Chandra. As of December 31, 2025 and 2024, the outstanding accrued interest payable to Wilson Chandra was US$ 363 and US$ 2,029, respectively.

 

 

General and administrative expenses – related party

Name of Related Party  Relationship  Nature 

As of

December 31, 2025

  

As of

December 31, 2024

 
         US$   US$ 
VD Capital Pty. Ltd.  KNOREX Ltd’s shareholder >5% and <10% of shareholding  Consulting services for corporate development, capital management and fundraising  $872,500   $- 
Total        $872,500   $- 

 

On October 3, 2025, the Company entered into a service agreement (the “Service Agreement”) with VD Capital Pty. Ltd., a related party holding an 8.85% ownership interest in the Company’s Class A Ordinary Shares. Pursuant to the Service Agreement, VD Capital Pty. Ltd. provides post-listing consulting and advisory services across three key areas for a total fee of US$3,650,000: (1) capital management and fundraising (12-month term; US$1,250,000); (2) corporate development (15-month term; US$800,000); and (3) management and business consulting (12-month term; US$1,600,000).

 

As of December 31, 2025, the remaining balance of US$2,777,500 was recorded as an unamortized related party prepayment for services to be rendered over the remainder of the respective 9 to 12 month period ending between September 30, 2026 and December 31, 2026 (see Related party balances section above).