Exhibit 99.1
AsiaStrategy
TABLE OF CONTENTS
F-1
AsiaStrategy
Unaudited Condensed Consolidated Balance Sheets
(Expressed in U.S. Dollars, except for the number of shares)
| As of | ||||||||
| June 30, 2026 |
December 31, 2025 |
|||||||
| (Unaudited) | (Audited) | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Inventories, net | ||||||||
| Investment in equity securities, current | ||||||||
| Digital assets, current | ||||||||
| Amount due from a related party | ||||||||
| Loans receivable, net | ||||||||
| Prepaid expenses, current | ||||||||
| Deposits and other current assets, net | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Digital assets, non-current | ||||||||
| Restricted digital assets | ||||||||
| Investment in equity securities, non-current | ||||||||
| Operating lease right-of-use asset, net | ||||||||
| Prepaid expenses, non-current | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and shareholders’ equity | ||||||||
| Liabilities | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Bank borrowings, current | ||||||||
| Contract liabilities | ||||||||
| Accrued expenses and other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Bank borrowings, non-current | ||||||||
| Third party borrowing | ||||||||
| Convertible debts | ||||||||
| Total liabilities | $ | $ | ||||||
| Commitments and contingencies | ||||||||
| Shareholders’ equity | ||||||||
| Ordinary shares ($ | $ | $ | ||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total shareholders’ equity | $ | $ | ||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-2
AsiaStrategy
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss
(Expressed in U.S. dollar, except for the number of shares)
| For the Six Months Ended June 30, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||
| Revenue | $ | $ | $ | |||||||||
| Cost of revenue | ( | ) | ( | ) | ( | ) | ||||||
| Gross profit | ||||||||||||
| Operating expenses | ||||||||||||
| Selling and marketing | ( | ) | ( | ) | ( | ) | ||||||
| General and administrative | ( | ) | ( | ) | ( | ) | ||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ||||||
| Other income (expense) | ||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||
| Interest income | ||||||||||||
| Unrealized losses on digital assets | ( | ) | ||||||||||
| Unrealized gains on investment in equity securities, net | ||||||||||||
| Sundry income (expense), net | ( |
) | ||||||||||
| Total other income (expense), net | ( | ) | ( | ) | ||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ||||||
| Income tax benefits | ||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||
| Foreign currency translation adjustments | ( | ) | ( | ) | ( | ) | ||||||
| Total comprehensive loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Loss per share* | ||||||||||||
| Ordinary shares – basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Weighted average shares outstanding used in calculating basic and diluted loss per share* | ||||||||||||
| Ordinary shares – basic and diluted | ||||||||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-3
AsiaStrategy
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ (Deficit) Equity
(Expressed in U.S. dollar, except for the number of shares)
For the Six Months Ended June 30, 2024
| Accumulated | ||||||||||||||||||||||||||||
| Additional | other | |||||||||||||||||||||||||||
| Ordinary shares* | Subscription | paid-in | Accumulated | comprehensive | ||||||||||||||||||||||||
| Shares | Amount | receivable | capital | deficit | income | Total | ||||||||||||||||||||||
| Balance as of December 31, 2023 (Audited) | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Foreign currency translation adjustment | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance as of June 30, 2024 (Unaudited) | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||
For the Six Months Ended June 30, 2025
| Accumulated | ||||||||||||||||||||||||
| Additional | other | |||||||||||||||||||||||
| Ordinary shares* | paid-in | Accumulated | comprehensive | |||||||||||||||||||||
| Shares | Amount | capital | deficit | income (loss) | Total | |||||||||||||||||||
| Balance as of December 31, 2024 (Audited) | $ | $ | $ | ( |
) | $ | $ | |||||||||||||||||
| Issuance of ordinary shares pursuant to initial public offering (“IPO”), net of offering cost | ||||||||||||||||||||||||
| Net loss | — | ( |
) | ( |
) | |||||||||||||||||||
| Foreign currency translation adjustment | — | ( |
) | ( |
) | |||||||||||||||||||
| Balance as of June 30, 2025 (Unaudited) | $ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
For the Six Months Ended June 30, 2026
| Accumulated | ||||||||||||||||||||||||
| Additional | other | |||||||||||||||||||||||
| Ordinary shares* | paid-in | Retained | comprehensive | |||||||||||||||||||||
| Shares | Amount | capital | earnings | loss | Total | |||||||||||||||||||
| Balance as of December 31, 2025 (Audited) | $ | $ | $ | $ | ( |
) | $ | |||||||||||||||||
| Net loss | — | ( |
) | ( |
) | |||||||||||||||||||
| Foreign currency translation adjustment | — | ( |
) | ( |
) | |||||||||||||||||||
| Balance as of June 30, 2026 (Unaudited) | $ | $ | $ | $ | ( |
) | $ | |||||||||||||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-4
AsiaStrategy
Unaudited Condensed Consolidated Statements of Cash Flows
(Expressed in U.S. dollar)
| For the Six Months Ended June 30, |
||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||||||
| Depreciation | ||||||||||||
| Amortization of operating lease right-of-use asset | ||||||||||||
| Allowance (recovery) of expected credit losses | ( | ) | ||||||||||
| Write-downs of inventories | ||||||||||||
| Net realized gains on digital assets | ( |
) | ||||||||||
| Unrealized losses on digital assets | ||||||||||||
| Expenses paid with digital assets | ||||||||||||
| Interest income received with digital assets | ( |
) | ||||||||||
| Gain on loan settlement with digital assets | ( |
) | ||||||||||
| Unrealized gains on investment in equity securities, net | ( | ) | ||||||||||
| Deferred tax benefit | ( | ) | ( | ) | ||||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Accounts receivable | ( | ) | ||||||||||
| Inventories | ( | ) | ||||||||||
| Prepaid expenses | ( | ) | ( | ) | ( | ) | ||||||
| Deposits and other current assets | ( | ) | ( | ) | ||||||||
| Accounts payable | ( | ) | ( | ) | ||||||||
| Contract liabilities | ( | ) | ||||||||||
| Accrued expenses and other current liabilities | ( | ) | ||||||||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||||||
| Cash flows from investing activities: | ||||||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||||||
| Purchase of digital assets | ( | ) | ||||||||||
| Proceeds from disposal of digital assets | ||||||||||||
| Advances of loans receivable | ( | ) | ( | ) | ||||||||
| Net cash provided by (used in) investing activities | ( | ) | ||||||||||
| Cash flows from financing activities: | ||||||||||||
| Proceeds from issuance of ordinary shares pursuant to Initial Public Offering (“IPO”), net of issuance cost | ||||||||||||
| Proceeds from bank borrowings | ||||||||||||
| Repayments of bank borrowings | ( | ) | ( | ) | ( | ) | ||||||
| Repayments (to) from a related party | ( |
) | ||||||||||
| Payments of offering costs related to IPO | ( | ) | ( | ) | ||||||||
| Net cash (used in) provided by financing activities | ( | ) | ( | ) | ||||||||
| Effect of exchange rate changes on cash and cash equivalents, and restricted cash | ( | ) | ( | ) | ||||||||
| Net (decrease) increase in cash and cash equivalents, and restricted cash | ( | ) | ||||||||||
| Cash and cash equivalents, and restricted cash, beginning of the period | ||||||||||||
| Cash and cash equivalents, and restricted cash, end of the period | $ | $ | $ | |||||||||
| Reconciliation of cash and cash equivalents, and restricted cash to the consolidated balance sheets | ||||||||||||
| Cash and cash equivalents | $ | $ | $ | |||||||||
| Restricted cash | ||||||||||||
| Total cash and cash equivalents, and restricted cash | $ | $ | $ | |||||||||
| Supplemental disclosures of cash flow information: | ||||||||||||
| Interest paid | ||||||||||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||||||
| Deferred IPO cost charged to additional paid-in capital | ||||||||||||
| Settlement of the sale proceeds of life insurance policies with amount due to a related party | ||||||||||||
| Proceeds from third party borrowing received in digital assets | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-5
AsiaStrategy
Notes to Unaudited Condensed Consolidated Financial Statements
1. Organization and Description of Business
AsiaStrategy (formerly known as Top Win International Limited) (“AsiaStrategy” or “the Company”) is a company incorporated in the Cayman Islands with limited liability on June 27, 2024. AsiaStrategy is a parent holding company with no operations. On August 5, 2025, the Company changed its legal name from Top Win International Limited to AsiaStrategy.
Grand Moon International Limited (“Grand Moon”), a wholly-owned subsidiary of the Company, is a company incorporated in the British Virgin Islands (“B.V.I”) with limited liability on June 4, 2024. Grand Moon has
Top Win International Trading Limited (“Top Win Hong Kong”), a wholly-owned subsidiary of Grand Moon, is a private company limited by shares incorporated in Hong Kong on June 15, 2001. Top Win Hong Kong had a share capital of HK$
AsiaStrategy Topwin SG Pte. Limited (“AsiaStrategy SG”), a wholly-owned subsidiary of the Company, is a private company limited by shares incorporated in Singapore on May 19, 2025. AsiaStrategy SG has
AsiaStrategy (BVI) Limited (“AsiaStrategy BVI”), a wholly-owned subsidiary of the Company, is a company incorporated in the British Virgin Islands (“B.V.I”) with limited liability on June 6, 2025. AsiaStrategy BVI has
AsiaStrategy Topwin Limited (“AsiaStrategy Topwin”), a wholly-owned subsidiary of Top Win Hong Kong, is a private company limited by shares incorporated in Hong Kong on September 30, 2025. AsiaStrategy Topwin had a share capital of HK$
Top Asia Capital Limited (“Top Asia”), a wholly-owned subsidiary of Top Win Hong Kong, is a company incorporated in the British Virgin Islands (“B.V.I”) with limited liability on October 14, 2025. Top Asia has
The Company, together with its subsidiaries (collectively, the “Group”), primarily operates in Hong Kong, and its principal business activity is the trading of luxury watches. The Group primarily sources its luxury watches from Hong Kong, South America, Europe and Singapore, and sells these goods to retailers and other distributors in the watch industry. Going forward, AsiaStrategy is expanding into the Web3 ecosystem, with digital assets becoming an additional focus of its future business development. As of June 30, 2026, the Group held digital assets with a value of $
The Company completed its initial public offering on the NASDAQ in April 2025, issuing
F-6
AsiaStrategy
Notes to Unaudited Condensed Consolidated Financial Statements
1. Organization and Description of Business (cont.)
The accompanying unaudited condensed consolidated financial statements reflect the activities of the Company, and each of the following entities as of June 30, 2026:
| Name of Company | Place of Incorporation | Attributable equity interest % | Issued share capital | |||||||
| Grand Moon | % | |||||||||
| Top Win Hong Kong | % | HK$ | ||||||||
| AsiaStrategy BVI | % | US$ | ||||||||
| AsiaStrategy SG | % | US$ | ||||||||
| AsiaStrategy Topwin | % | HK$ | ||||||||
| Top Asia | % | US$ | ||||||||
Reorganization
Reorganization was completed on July 25, 2024 through a series of planned transactions. As a result of the Reorganization, the Company has become the holding company for the subsidiaries of its group.
Immediately before the Reorganization, Top Win Hong Kong was wholly owned and controlled by Mr. Sit Hon and functioned as the sole operational entity. AsiaStrategy was established on June 27, 2024, by a registered agent in the Cayman Islands, with the sole purpose of acting as holding company for the Group. On the same day of its incorporation,
Grand Moon was established on June 4, 2024, by a registered agent in the B.V.I. On July 9, 2024,
Immediately before and after the Reorganization, AsiaStrategy, Grand Moon, and Top Win Hong Kong remained under the complete ownership and control of Mr. Sit Hon. Consequently, the Reorganization is classified as a common control transaction under ASC 805-50.
Following this, the consolidation of the Company and its subsidiaries has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in these unaudited condensed consolidated financial statements. Results of operations for the periods presented comprise those of the previously separate entities combined from the beginning of the period to the end of the period, eliminating the effects of intra-entity transactions.
Subsequent to the re-organization, Mr. Sit Hon was divested from his interest in the Company on October 29, 2024.
F-7
AsiaStrategy
Notes to Unaudited Condensed Consolidated Financial Statements
2. Liquidity
In assessing the Group’s liquidity, the Group monitors and analyzes its cash on-hand and its operating and capital expenditure commitments. The Group’s liquidity needs are to meet its working capital requirements, operating expenses and capital expenditure obligations.
The Group recorded net cash inflow from operating activities of $
As of June 30, 2026, the Group had working capital of $
3. Summary of Significant Accounting Policies
Basis of presentation and principle of consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The unaudited condensed consolidated financial statements for the six months ended June 30, 2026, 2025 and 2024 include all adjustments (consisting of only normal recurring adjustments) considered necessary to present fairly the financial position, results of operations and cash flows for such interim periods. The results of operations for the six months ended June 30, 2026, 2025 and 2024 are not necessarily indicative of results to be expected for the full years ending or ended December 31, 2026, 2025 and 2024. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements for the years ended December 31, 2025, 2024 and 2023.
These unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All intercompany transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.
A subsidiary is an entity in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.
F-8
AsiaStrategy
Notes to Unaudited Condensed Consolidated Financial Statements
3. Summary of Significant Accounting Policies (cont.)
Use of estimates and assumptions
The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. These estimates and judgments are based on historical information, information that is currently available to the Group and on various other assumptions that the Group believes to be reasonable under the circumstances. Significant estimates required to be made by management include, but not limited to, allowance for expected credit losses against financial assets, write-down of inventories and allowance for deferred tax assets, accounting of operating lease right-of-use assets, and valuation of investment in equity securities, non-current. Actual results could differ from the estimates, and as such, differences could be material to these unaudited condensed consolidated financial statements.
Cash and cash equivalents
Cash includes balances maintained with banks which are unrestricted and immediately available for withdrawal and use, as well as cash on hand. Cash equivalents include short-term, highly liquid deposits held in the securities trading account, which are readily convertible to known amounts of cash and could be withdrawn without limitation.
Digital assets
The Group accounts for digital assets in accordance with the applicable provisions of U.S. GAAP. In determining the appropriate accounting for a digital asset, the Group first evaluates whether any asset classification other than intangible asset would be appropriate. If so, the Group would apply the relevant accounting for that asset class. If none of these classifications are appropriate, the Group may need to apply the guidance on intangible assets by default.
For digital assets that meet all of the scope criteria in Subtopic 350-60, Intangibles—Goodwill and Other—Crypto Assets, the Group applies the subsequent measurement and disclosure requirements of Subtopic 350-60. For digital assets that do not meet the scope criteria of Subtopic 350-60 and do not qualify for any asset classification, they are likely to meet the definition of an intangible asset and would generally be accounted for under Subtopic 350-30 as indefinite-lived intangible assets measured at cost less impairment.
For digital assets within the scope of Subtopic 350-60, the Group subsequently measures such assets at fair value at each reporting date in accordance with ASC 820, Fair Value Measurement. Fair value is generally determined based on quoted prices in active markets and is classified within Level 1 of the fair value hierarchy when such quoted prices represent unadjusted quoted prices in active markets for identical assets that are accessible to the Group. Changes in fair value are recognized in net income and presented as unrealized gains (losses) on digital assets in the unaudited condensed consolidated statements of operations and comprehensive loss.
The Group held digital assets consisting of Bitcoin (“BTC”), Tether USD (“USDT”), USD Coin (“USDC”) and XRP for investment and treasury diversification purposes, as well as for use in meeting its operational needs. The Group’s digital assets are initially recorded at cost, including transaction costs and fees directly attributable to their acquisition. BTC and XRP meet all of the scope criteria in Subtopic 350-60 because they are fungible, cryptographically secured digital assets that reside on blockchain-based distributed ledgers, lack physical substance, do not provide the Group with enforceable rights to or claims on underlying goods, services, or other assets, and were not created or issued by the Group or any of its related parties. For USDT and USDC, the Group evaluated the contractual rights associated with its holdings, including whether the Group has enforceable rights to or claims on underlying goods, services or other assets. Based on the terms applicable to the Group’s holdings and the manner in which USDT and USDC were acquired and held, the Group does not have enforceable right to, or claims on, underlying cash, services or other assets. Accordingly, all digital assets held by the Group meet all of the criteria in Subtopic 350-60 and are subsequently measured at fair value.
F-9
AsiaStrategy
Notes to Unaudited Condensed Consolidated Financial Statements
3. Summary of Significant Accounting Policies (cont.)
As of June 30, 2026,
All other digital assets are held with a third-party qualified custodian and are not subject to contractual sale restrictions. The Group does not engage in staking or mining activities. During the six months ended June 30, 2026, the Group advanced a USDT-denominated loan to a third party, as described in Note 10. Digital assets that the Group intends to hold for the long term, or that are subject to restrictions on use or disposal beyond twelve months after the reporting date, are classified as non-current digital assets. All other digital assets are classified as current digital assets. This classification is reassessed at each reporting date.
Investment in equity securities
The Group accounts for its investment in equity securities in accordance with ASC 321, Investments—Equity Securities. Investment in equity securities comprise the following:
(i) investment in equity securities, current
Investment in equity securities, current, represents publicly traded equity securities measured at fair value. Fair value is determined in accordance with ASC 820, Fair Value Measurement (“ASC 820”), based on quoted prices in active markets for identical assets, which are classified as Level 1 inputs. Changes in fair value, including unrealized holding gains and losses and realized gains and losses upon sale, are recognized in the unaudited condensed consolidated statements of operations and comprehensive loss as a component of other income (expense). These investments are classified as current assets because the securities are readily marketable and may be sold to meet liquidity needs, if necessary.
(ii) investment in equity securities, non-current
Investment in equity securities, non-current, represents investments in private equity funds. The Group does not have the ability to exercise significant influence over these private equity funds. Accordingly, the Group estimates the fair value of these investments using the net asset value per share, or its equivalent, as a practical expedient in accordance with ASC 820 (the “NAV practical expedient”). Changes in fair value, including unrealized holding gains and losses and realized gains and losses upon sale, are recognized in the unaudited condensed consolidated statements of operations and comprehensive loss as a component of other income (expense).
The Group evaluates its investments in equity securities at each reporting date. If facts and circumstances indicate that the fair value of an investment in a private equity fund is less than the value determined using the NAV practical expedient, the investment is adjusted to its estimated fair value, with the change in fair value recognized in net income and presented in the unaudited condensed consolidated statements of operations and comprehensive loss.
The Group evaluates each individual investment periodically for indicators of changes in fair value and appropriate classification and presentation.
F-10
AsiaStrategy
Notes to Unaudited Condensed Consolidated Financial Statements
3. Summary of Significant Accounting Policies (cont.)
Accounts receivable, net
Accounts receivable are recognized and carried at the original invoiced amount less an allowance for credit losses and do not bear interest. The Group adopted ASU No.2016-13 Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASC 326”) on its accounts receivable and records the allowance for credit losses as an offset to accounts receivable, and the estimated credit losses charged to the allowance is recognized under “general and administrative” in the unaudited condensed consolidated statements of operations and comprehensive loss. The Group assesses collectability by reviewing accounts receivable on a collective basis where similar characteristics exist, primarily based on similar business line or product offered and on an individual basis when the Group identifies specific customers with known disputes or collectability issues. In determining the amount of the allowance for expected credit losses, the Group considers historical collectability based on past due status, the age of the accounts receivable balances, credit quality of the Group’s customers based on ongoing credit evaluations, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Group’s ability to collect from customers. Under this accounting guidance, the Group measures credit losses on its accounts receivable using the current expected credit loss model under ASC 326. As of June 30, 2026 and December 31, 2025, the Group provided allowance for expected credit losses against accounts receivable of $ and $, respectively.
Inventories, net
Inventories are stated at the lower of cost or net realizable value. Cost of inventories are determined using the first in first out method. Management reviews inventories for obsolescence and slow-moving inventories periodically and writes down the inventories to net realizable value when the carrying value exceeds net realizable value. A write-down establishes a new cost basis for the inventories and is not subsequently reversed. For the six months ended June 30, 2026, 2025 and 2024, the write-downs of inventories were $
Loans receivable, net
Loans receivable are initially recognized at the amount of cash advanced, net of any origination fees received and direct transaction costs incurred. Loans receivable are subsequently measured at amortized cost using the effective interest method. The amortized cost basis represents the unpaid principal balance, adjusted for unamortized premiums or discounts, deferred loan fees and costs, if any. Loans receivable are classified as current assets since the loans are scheduled to mature within
The Group assesses credit risk and evaluates collectability of loans receivable on an ongoing basis in accordance with ASC 326, Financial Instruments – Credit Losses. The Group reviews loans receivable on a regular basis and makes allowance for expected credit losses if there is evidence indicating that loans receivable may be unrecoverable based on the Group’s historical losses, specific circumstances, and general economic conditions. As of June 30, 2026 and December 31, 2025, the balances of allowance for expected credit loss against loans receivable were $
Prepaid expenses
Prepaid expenses are comprised of prepaid consultancy fees, professional fees and office supplies. These amounts are recognized as expenses on a straight-line basis over the relevant non-cancellable contract term or expected benefit period, so the balances are realized over the life of the underlying arrangements, with the portion expected to be expensed within the next twelve months classified as current and the remainder as non-current. Prepaid expenses are not subject to expected credit loss assessment, as they represent advance payments for goods or services to be received from counterparties rather than contractual rights to receive cash.
F-11
AsiaStrategy
Notes to Unaudited Condensed Consolidated Financial Statements
3. Summary of Significant Accounting Policies (cont.)
Deposits and other current assets, net
Deposits and other current assets are comprised of other receivables and deposits, including rental deposits and interest receivables. The Group adopted ASC 326 on its other current assets. The new credit losses guidance replaces the old model for measuring the allowance for credit losses with a model that is based on the expected losses. Under this accounting guidance, the Group measures expected credit losses on its other current assets using the current expected credit loss model under ASC 326. As of June 30, 2026 and December 31, 2025, the balances of allowance for expected credit loss against other current assets were $
Leases
The Group adopted ASU No. 2016-02, Leases (“Topic 842”), which generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements.
The Group is the lessee of a non-cancellable operating lease for corporate office premises. The Group determines if the arrangements are lease at inception. A lease for which substantially all the benefits and risks incidental to ownership remain with the lessor is classified by the lessee as an operating lease. All leases of the Group are currently classified as operating leases.
Operating lease ROU assets and lease liabilities are recognized at the commencement date based on the present value of future lease payments over the lease term. ROU assets represent the Group’s right to use an underlying asset for the lease term and operating lease liabilities represent its obligation to make lease payments arising from the lease.
When determining the lease term, at lease commencement date, the Group considers options to extend or terminate the lease when it is reasonably certain that it will exercise or not exercise that option. The interest rate used to determine the present value of future lease payments is the Group’s incremental borrowing rate based on the information available at the lease commencement date.
The lease standard (ASC 842) provides practical expedients for an entity’s ongoing accounting. The Group elects to apply short-term lease exception for leases with a lease term of
The Group evaluates the impairment of its ROU assets consistently with the approach applied for its other long-lived assets. The Group reviews the recoverability of its long-lived assets when events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the assets from the expected undiscounted future pre-tax cash flows of the related operations. As of June 30, 2026 and December 31, 2025, the Group did recognize any impairment loss against its ROU assets.
F-12
AsiaStrategy
Notes to Unaudited Condensed Consolidated Financial Statements
3. Summary of Significant Accounting Policies (cont.)
Property and equipment, net
Property and equipment are stated at cost less accumulated depreciation and impairment losses.
| Office equipment | ||||
| Furniture and fixture | ||||
| Motor vehicle |
Expenditures for repairs and maintenance, which do not materially extend the useful lives of the assets, are expensed as incurred. Expenditures for major renewals and betterments which substantially extend the useful lives of assets are capitalized. The cost and related accumulated depreciation of assets disposed of or retired are removed from the accounts, and any resulting gain or loss is reflected in the unaudited condensed consolidated statements of operations and comprehensive loss under other income or expenses.
Impairment of long-lived assets
The Group reviews long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future pre-tax cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair value is generally determined by discounting the cash flows expected to be generated by the asset (asset group), when the market prices are not readily available. The adjusted carrying amount of the asset is the new cost basis and is depreciated over the asset’s remaining useful life. Long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. As of June 30, 2026 and December 31, 2025, impairment of long-lived assets was recognized.
Revenue recognition
The Group follows the rules and guidance set out under ASC 606, Revenue from Contracts with Customers (“ASC 606”), when recognizing revenue from contracts with customers. The core principle of ASC 606 requires an entity to recognize revenues to depict the transfer of goods to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods recognized as performance obligations are satisfied. In accordance with ASC 606, revenues are recognized when the Group satisfies the performance obligations by delivering the promised goods to the customers, in an amount that reflects the consideration the Group expects to be entitled to in exchange for those goods. 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 |
F-13
AsiaStrategy
Notes to Unaudited Condensed Consolidated Financial Statements
3. Summary of Significant Accounting Policies (cont.)
| 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. |
The Group identifies each distinct sales transaction as a performance obligation. The recognition and measurement of revenues is based on the assessment of individual contract terms. The Group applies a practical expedient to expense costs as incurred for those suffered in order to obtain a contract with a customer when the amortization period would have been
The Group has only one principal revenue stream, which is the trading of luxury watches. The Group carried out all its business activities and operations in Hong Kong. All transactions are concluded and completed in Hong Kong with similar terms and conditions.
The Group enters into a distinct agreement with its customers, through sales order and sales invoice, to sell luxury watches in exchange for sales proceeds. The Group’s promise to sell watches to its customers is considered distinct and is identified as one performance obligation. The shipping term is local delivery in Hong Kong. The Group charges its customers sales proceeds at a fixed amount, which is explicitly stated in the sales order and sales invoice and is based on the unit price and quantity supplied to the customer. The Group usually does not offer a credit period to its customers; customers are required to make payment in advance or pay upon delivery. Under some circumstances, customers may settle the sales proceeds after delivery, but the aging of such receivables would normally be less than 30 days.
Customers’ obligation to make payment upon or before delivery, and physical possession of watches indicates that control over the assets is transferred to the customer upon delivery. Furthermore, upon delivery, customers take on the risks and rewards associated with ownership of the luxury watches and are ready to derive benefits from the assets. Consequently, revenue from the sales of luxury watches is recognized at a point in time when the transaction and the Group’s performance obligation are completed, as evidenced by the delivery of watches.
Warranty
Under ASC 460, Guarantees, at the time a sale is recognized, the Group shall record estimated future warranty costs. These estimated costs for warranties are determined at completion and are not for warranties separately sold by the Group. Generally, the estimated claim rates of warranties are based on actual warranty experience or the Group’s best estimate. There were no such reserves for the six months ended June 30, 2026, 2025 and 2024, because the Group considered that the claim rates of warranties had been immaterial historically and are expected to remain immaterial for the periods in question.
Contract assets and contract liabilities
The Group classifies its right to consideration in exchange for goods transferred to a customer as either a receivable or a contract asset. A receivable is a right to consideration that is unconditional as compared to a contract asset which is a right to consideration that is conditional upon factors other than the passage of time. The Group recognizes accounts receivable in its unaudited condensed consolidated balance sheets when it transfers the goods in advance of receiving consideration and it has the unconditional right to receive consideration. A contract asset is recorded when the Group has transferred the goods to the customer before payment is received or is due, and the Group’s right to consideration is conditional on future performance or other factors in the contract. As of June 30, 2026 and December 31, 2025, the Group did not have any contract assets.
F-14
AsiaStrategy
Notes to Unaudited Condensed Consolidated Financial Statements
3. Summary of Significant Accounting Policies (cont.)
Cost of revenue
Cost of revenue primarily consists of the cost of luxury watches and incremental transportation expenses incurred for the sales and delivery of watches.
Employee benefit plan
Employees of the Group located in Hong Kong participate in a compulsory retirement benefit scheme as required by the local laws in Hong Kong. Contributions are required by both the Group and its employees at a rate of
Borrowing costs
All borrowing costs are recognized as finance expense in the unaudited condensed consolidated statements of operations and comprehensive loss in the period in which they are incurred.
Convertible debts
The Group accounts for its convertible debt instruments in accordance with ASC 470-20, Debt with Conversion and Other Options. Upon initial recognition, convertible debts are recorded as liabilities at the proceeds received, net of unamortized debt issuance costs, discounts, or premiums, as applicable. Debt issuance costs are presented as a direct deduction from the carrying amount of the related debt liability and are amortized to interest expense using the effective interest method.
The Group did not elect the fair value option for its convertible debt instruments. The Group evaluates the embedded conversion feature and any other embedded features in such instruments under ASC 815-15, Derivatives and Hedging—Embedded Derivatives, to determine whether bifurcation is required. The Group concluded that the embedded conversion feature in its convertible debt instruments is not required to be separately accounted for as a derivative. Accordingly, the convertible debt instruments are accounted for wholly as debt and are subsequently measured at amortized cost.
F-15
AsiaStrategy
Notes to Unaudited Condensed Consolidated Financial Statements
3. Summary of Significant Accounting Policies (cont.)
Income taxes
The Group accounts for income taxes under ASC 740, Income Taxes. Provision for income taxes consists of current taxes and deferred taxes.
Current tax is recognized based on the results for the year as adjusted for items which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is recognized in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the unaudited condensed consolidated financial statements and the corresponding tax basis. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized, or the liability is settled. Deferred tax is charged or credited in the unaudited condensed consolidated statements of operations and comprehensive loss, except when it is related to items credited or charged directly to equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. The Group did not have any significant uncertain tax positions nor interest and penalty associated with tax positions as of June 30, 2026 and December 31, 2025.
Segment reporting
The Group determines its operating segments in accordance with ASC 280, Segment Reporting, using the management approach. Under this approach, operating segments are identified based on the internal reports regularly reviewed by the Group’s chief operating decision maker (the “CODM”) for purposes of allocating resources and assessing performance. The Group’s CODM is its Chief Executive Officer.
The CODM reviews and evaluates the Group’s operating results, allocates resources, and assesses performance on a consolidated basis. The CODM uses segment net loss, which is consistent with consolidated net loss as reported in the unaudited condensed consolidated statements of operations and comprehensive loss, as the primary measure of segment performance and resources allocation. The CODM also reviews total consolidated assets as the measure of segment assets. In addition, the CODM reviews consolidated functional expense information, including selling and marketing expenses and general and administrative expenses, together with other consolidated income and expense items, including interest expense, sundry income (expense), net, and income tax benefit.
During the six months ended June 30, 2026, 2025 and 2024, the Group had one principal revenue generating activity, namely the trading of luxury watches. The Group conducts its business activities and operations in Hong Kong, and substantially all transactions are concluded and completed in Hong Kong under similar economic characteristics and conditions. The Group does not have separate operating divisions for which discrete financial information is regularly reviewed by the CODM. Accordingly, the Group has determined that it operates as a single operating segment and a single reportable segment.
F-16
AsiaStrategy
Notes to Unaudited Condensed Consolidated Financial Statements
3. Summary of Significant Accounting Policies (cont.)
Comprehensive income (loss)
Comprehensive income (loss) is defined as the changes in equity of the Group during a period from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners. Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under U.S. GAAP are recorded as an element of shareholders’ equity but are excluded from net income. Other comprehensive income (loss) consists of a foreign currency translation adjustment resulting from the Group not using the U.S. Dollars as its functional currency.
Earnings (loss) per share
Earnings (loss) per share is calculated in accordance with ASC 260, Earnings Per Share. Basic earnings (loss) per share is computed by dividing net income (loss) attributable to each class of ordinary shareholders by the weighted average number of shares of that particular class outstanding during the period.
Diluted earnings (loss) per share is calculated by dividing net income (loss) attributable to each class of ordinary shareholders, as adjusted for the effect of dilutive ordinary equivalent shares of that class, if any, by the weighted average number of that particular class of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary share equivalents are excluded from the computation of diluted earnings (loss) per share if their effects would be anti-dilutive. Basic and diluted earnings (loss) per ordinary share are presented in the Group’s unaudited condensed consolidated statements of operations and comprehensive loss.
ASC 260 considers all convertible securities, including convertible debt, which by their terms may be converted into common stock of the reporting entity, as potential common shares. Share-settled convertible debt is generally included in diluted earnings (loss) per share using the if-converted method, a method of computing earnings (loss) per share data that assumes conversion of convertible securities at the beginning of the reporting period (or at time of issuance, if later).
On October 13, 2025, the Company issued convertible debts with an aggregate principal amount of $
The diluted loss per share for the six months ended June 30, 2026 calculated under the if-converted method would be $(0.0185) per share, compared with the basic loss per share of $(
Diluted loss per share for the six months ended June 30, 2026, 2025 and 2024 were $(
F-17
AsiaStrategy
Notes to Unaudited Condensed Consolidated Financial Statements
3. Summary of Significant Accounting Policies (cont.)
Translation of foreign currencies
The functional currency of the Group’s Hong Kong entities is Hong Kong Dollars (“HKD” or “HK$”) and the functional currency of the entities in the Cayman Islands, B.V.I, and Singapore is U.S. Dollars (“US$” or “$”). The Group’s unaudited condensed consolidated financial statements are presented in U.S. Dollars (“US$” or “$”). The results of operations and the unaudited condensed consolidated statements of cash flows, denominated in the functional currency, are translated to US$ at the average rate of exchange during the reporting period. Assets and liabilities denominated in the functional currency at the balance sheet dates are translated to US$ at the applicable rates of exchange in effect at those dates. The equity, denominated in the functional currency, is translated to US$ at the historical rate of exchange at the time of the transaction. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the unaudited condensed consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the unaudited condensed consolidated balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive income or loss in the unaudited condensed consolidated statements of changes in shareholders’ (deficit) equity. Gains and losses from foreign currency transactions are included in the Group’s unaudited condensed consolidated statements of operations and comprehensive loss.
The following table outlines the exchange rates between HK$ and US$ that are used in preparing these unaudited condensed consolidated financial statements:
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Year-end spot rate | ||||||||
| For the six months ended June 30, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Average rate | ||||||||||||
Fair value of financial instruments
The fair value of a financial instrument is defined as the exchange price that would be received from an asset or paid to transfer a liability (as exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
| Level 1 | — | Quoted prices in active markets for identical assets and liabilities. | |||
| Level 2 | — | Quoted prices in active markets for similar assets and liabilities, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | |||
| Level 3 | — | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. |
F-18
AsiaStrategy
Notes to Unaudited Condensed Consolidated Financial Statements
3. Summary of Significant Accounting Policies (cont.)
As of June 30, 2026 and December 31, 2025, the Group’s financial instruments comprised primarily cash and cash equivalents, accounts receivable, investment in equity securities, other current assets, loans receivable, accounts payable, bank borrowings, third party borrowing, convertible debts, amount due from a related party, accrued expenses and other current liabilities.
For publicly traded equity securities, the Group concludes the fair value of its investments is determined based on quoted prices in active markets for identical assets (Level 1 inputs). For investments in private equity funds, as a practical expedient, the Group uses NAV or its equivalent to measure the fair value of its investments which the Group does not have the ability to exercise significant influence.
Additionally, the Group concludes that the fair value of the Group’s bank borrowings approximates their carrying value as the bank borrowings are subject to floating rates that are close to the market interest rate. For the other financial instruments, the carrying amounts approximate their fair values due to the short-term nature of these instruments.
The Group’s digital assets are not financial instruments. They are crypto assets within the scope of ASC 350-60 and, as described above under “Digital assets”, are measured at fair value on a recurring basis in accordance with ASC 820. They are included in the table below so that the amounts measured at fair value reconcile to the unaudited condensed consolidated balance sheets.
As of June 30, 2026 and December 31, 2025, the Group held certain assets that are required to be measured at fair value on a recurring basis:
| Assets measured at fair value on a recurring basis | Fair value hierarchy | Fair value as of June 30, 2026 | ||||
| Restricted digital assets - Bitcoin | Level 1 | $ | ||||
| Digital assets – USDT and USDC | Level 1 | |||||
| Investment in equity securities, current - DV8 Public Company Limited | Level 1 | |||||
| Investment in equity securities, non-current - ASP LLC portfolio | Net asset value as a practical expedient | $ | ||||
| Assets measured at fair value on a recurring basis | Fair value hierarchy | Fair value as of December 31, 2025 | ||||
| Digital assets - Bitcoin | Level 1 | $ | ||||
| Digital assets - USDT | Level 1 | |||||
| Investment in equity securities, current - DV8 Public Company Limited | Level 1 | |||||
| Investment in equity securities, non-current - ASP LLC portfolio | Net asset value as a practical expedient | $ | ||||
Related parties
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence of the same party, such as a family member or relative, shareholder, or a related corporation.
Commitments and contingencies
In the normal course of business, the Group is subject to contingencies, such as legal proceedings and claims arising out of its business, which cover a wide range of matters. Liabilities for contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
F-19
AsiaStrategy
Notes to Unaudited Condensed Consolidated Financial Statements
3. Summary of Significant Accounting Policies (cont.)
If the assessment of a contingency indicates that it is probable that a material loss is incurred and the amount of the liability can be estimated, then the estimated liability is accrued in the Group’s unaudited condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.
Recent accounting pronouncements
The Group considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Group meets the definition of an emerging growth company, or EGC, and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies.
Recent accounting pronouncements not yet adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This update requires that at each interim and annual reporting period public entities disclose (1) the amounts of purchases of inventory, employee compensation, depreciation, amortization, and depletion in commonly presented expense captions; (2) certain amounts that are already required to be disclosed under current GAAP in the same disclosure as the other disaggregation requirements; (3) a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively; and (4) the total amount of selling expenses and, in annual reporting periods, the definition of selling expenses. In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”), which clarified that ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied prospectively or retrospectively. The Group expects the adoption of the amendments to result in additional disclosures but not to affect its financial position, results of operations or cash flows. The Group is currently evaluating the extent of the additional disclosures that will be required.
In July 2025, FASB issued ASU No. 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). This provides all entities with a practical expedient in developing reasonable and supportable forecasts as part of estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. ASU No. 2025-05 is effective on a prospective basis for annual periods beginning after December 15, 2025, though early adoption and retroactive application is permitted. The Group has elected the practical expedient permitting it to assume that current conditions as of the balance sheet date do not change for the remaining life of current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. Adoption did not have a material effect.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. ASU 2025-11 clarifies the applicability of interim reporting guidance under ASC 270 and reorganizes interim disclosure requirements into a centralized framework. The amendments also introduce a disclosure principle requiring entities to disclose material events and changes occurring since the most recent annual reporting period. The guidance is effective for interim periods within fiscal years beginning after December 15, 2027 for public business entities, with early adoption permitted. The Group is currently evaluating the impact on its financial statements of adopting this guidance.
In December 2025, the FASB issued ASU 2025-12, Codification Improvements, to clarify ambiguities and improve consistency across multiple topics in the Accounting Standards Codification. Key provisions include amendments to Topic 260 (Earnings Per Share) to refine the treatment of anti-dilutive shares in year-to-date diluted EPS calculations when an entity experiences a loss from continuing operations, as well as modifications to Topic 842 (Leases) to clarify disclosure exemptions for certain lease receivables. The standard is effective for fiscal years beginning after December 15, 2026. The Group is currently evaluating the impact on its financial statements of adopting this guidance.
The Group does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the unaudited condensed consolidated financial position, statements of operations and comprehensive loss and statements of cash flows.
F-20
AsiaStrategy
Notes to Unaudited Condensed Consolidated Financial Statements
4. Significant Risks
Currency risk
The functional currency of the Group’s Hong Kong entities is HK$ and the functional currency of the entities in the Cayman Islands, B.V.I, and Singapore is US$. The accompanying unaudited condensed consolidated financial statements are presented in US$. The Group’s sales, operation activities and assets and liabilities are predominately denominated in the functional currency. The Group considers the foreign exchange risk in relation to transactions denominated in HK$ with respect to US$ is not significant as HK$ is pegged to US$. Hong Kong Monetary Authority guarantees to exchange US$ into HK$, or vice versa, at a rate close to HK$
At the same time, the Group buys watches from distributors located in Hong Kong, South America, Europe and Singapore for the six months ended June 30, 2026, 2025 and 2024, primarily using HK$ and Swiss Franc (“CHF”), and sell them to customers in HK$. Any fluctuation in exchange rates against HK$ may result in higher costs of purchases.
For the six months ended June 30, 2026, the Group had $
The Group has not used any instruments or derivatives to manage or hedge its currency risk exposure.
Concentration and credit risks
Financial instruments that potentially subject the Group to the credit risks consist of cash and cash equivalents, accounts receivable, loans receivable, investment in equity securities, amount due from a related party and other current assets. The maximum exposures of such assets to credit risk are their carrying amounts as of the balance sheet dates.
The Group deposits its cash and cash equivalents and restricted cash with reputable banks located in Hong Kong, Taiwan, and third-party qualified custodian. As of June 30, 2026 and December 31, 2025, $
The Group has not experienced any losses in these bank accounts or with respect to its custodial cash balance, and management believes that the Group is not exposed to any significant credit risk on cash and cash equivalents.
F-21
AsiaStrategy
Notes to Unaudited Condensed Consolidated Financial Statements
4. Significant Risks (cont.)
Assets that potentially subject the Group to significant credit risks primarily consist of accounts receivable, loans receivable, and other current assets. The Group performs regular and ongoing credit assessments of the counterparts’ financial conditions and credit histories. The Group also assesses historical collection trends, aging of receivables and general economic conditions. The Group considers that it has adequate controls over these receivables in order to minimize the related credit risk. As of June 30, 2026 and December 31, 2025, the balances of allowance for expected credit losses against these balances were $
For the six months ended June 30, 2026, 2025 and 2024, the Group’s watch trading operations and related assets were located in Hong Kong, while the Group’s digital assets and investments in equity securities were held through its entities incorporated in Singapore and the Cayman Islands. At the same time, the Group considers that it is exposed to the following concentrations of risk:
(a) Major customers
For the six months ended June 30, 2026, only one customer accounted for 10% or more of the Group’s revenue. Revenue from this customer accounted for
For the six months ended June 30, 2025, three customers accounted for 10% or more of the Group’s revenue. Revenue from these three customers accounted for
For the six months ended June 30, 2024, two customers accounted for 10% or more of the Group’s revenue. Revenue from these two customers accounted for
| Six months ended June 30, 2026 | As of June 30, 2026 | |||||||||||
| Customer | Revenue | Percentage of revenue | Accounts receivables, gross | |||||||||
| (Unaudited) | (Unaudited) | |||||||||||
| Customer A | $ | % | $ | |||||||||
| Total: | $ | % | $ | |||||||||
| Six months ended June 30, 2025 | As of June 30, 2025 | |||||||||||
| Customer | Revenue | Percentage of revenue | Accounts receivables, gross | |||||||||
| (Unaudited) | (Unaudited) | |||||||||||
| Customer A | $ | % | $ | |||||||||
| Customer B | % | |||||||||||
| Customer C | % | |||||||||||
| Total: | $ | % | $ | |||||||||
| Six months ended June 30, 2024 | As of June 30, 2024 | |||||||||||
| Customer | Revenue | Percentage of revenue | Accounts receivables, gross | |||||||||
| (Unaudited) | (Unaudited) | |||||||||||
| Customer B | $ | % | $ | |||||||||
| Customer A | % | |||||||||||
| Total: | $ | % | $ | |||||||||
F-22
AsiaStrategy
Notes to Unaudited Condensed Consolidated Financial Statements
4. Significant Risks (cont.)
As of June 30, 2026, there were three customers whose receivables accounted for 10% or more of the Group’s total balances of accounts receivable and they accounted for
As of December 31, 2025, there was one customer whose receivables accounted for 10% or more of the Group’s total balances of accounts receivable and it accounted for
All the concentration percentages of accounts receivable are calculated before allowance for expected credit losses.
(b) Major vendors
For the six months ended June 30, 2026, four vendors accounted for 10% or more of the Group’s total purchase. Total purchase from these four vendors accounted for
For the six months ended June 30, 2025, three vendors accounted for 10% or more of the Group’s total purchase. Total purchase from these three vendors accounted for
For the six months ended June 30, 2024, four vendors accounted for 10% or more of the Group’s total purchase. Total purchase from these four vendors accounted for
| Six months ended June 30, 2026 | As of June 30, 2026 | |||||||||||
| Vendor | Purchase | Percentage of total purchase | Accounts payable | |||||||||
| (Unaudited) | (Unaudited) | |||||||||||
| Vendor A | $ | % | $ | |||||||||
| Vendor B | % | |||||||||||
| Vendor C | % | |||||||||||
| Vendor D | % | |||||||||||
| Total: | $ | % | $ | |||||||||
| Six months ended June 30, 2025 | As of June 30, 2025 | |||||||||||
| Vendor | Purchase | Percentage of total purchase | Accounts payable | |||||||||
| (Unaudited) | (Unaudited) | |||||||||||
| Vendor E | $ | % | $ | |||||||||
| Vendor B | % | |||||||||||
| Vendor F | % | |||||||||||
| Total: | $ | % | $ | |||||||||
| Six months ended June 30, 2024 | As of June 30, 2024 | |||||||||||
| Vendor | Purchase | Percentage of total purchase | Accounts payable | |||||||||
| (Unaudited) | (Unaudited) | |||||||||||
| Vendor E | $ | % | $ | |||||||||
| Vendor F | % | |||||||||||
| Vendor G | % | |||||||||||
| Vendor H | % | |||||||||||
| Total: | $ | % | $ | |||||||||
F-23
AsiaStrategy
Notes to Unaudited Condensed Consolidated Financial Statements
4. Significant Risks (cont.)
As of June 30, 2026, there was one vendor whose payables accounted for 10% or more of the Group’s total balances of accounts payable and it accounted for
As of December 31, 2025, there was one vendor whose payables accounted for 10% or more of the Group’s total balances of accounts payable and it accounted for
Interest rate risk
Fluctuations in market interest rates may negatively affect the Group’s financial condition and results of operations. The Group is exposed to floating interest rate risk on bank deposits and bank borrowings, particularly during periods when the interest rate is expected to change significantly. Nevertheless, given the amounts of bank deposits in question, the Group considers the related interest rate risk not material. On the other hand, as of June 30, 2026, the Group had outstanding bank borrowings of $
Price risk
As of June 30, 2026, the Group held investments in equity securities with an aggregate carrying value of approximately $
As of June 30, 2026, the Group held
5. Accounts Receivable, Net
As of June 30, 2026 and December 31, 2025, accounts receivable, net consisted of the following balances:
| As of | ||||||||
| June 30, 2026 |
December 31, 2025 |
|||||||
| (Unaudited) | (Audited) | |||||||
| Accounts receivable | $ | $ | ||||||
| Less: allowance for expected credit losses | ||||||||
| Accounts receivable, net | $ | $ | ||||||
There was movement in the allowance for expected credit losses during the relevant period/year.
F-24
AsiaStrategy
Notes to Unaudited Condensed Consolidated Financial Statements
6. Inventories, Net
As of June 30, 2026 and December 31, 2025, inventories, net consisted of the following balances:
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Inventories, net | $ | $ | ||||||
For the six months ended June 30, 2026, 2025 and 2024, the write-downs of inventories were $
7. Investment in Equity Securities
As of June 30, 2026 and December 31, 2025, investment in equity securities consisted of the following balances:
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Investment in equity securities, current | ||||||||
| DV8 Public Company Limited(1) | $ | $ | ||||||
| Investment in equity securities, non-current | ||||||||
| ASP LLC portfolio(2) | $ | $ | ||||||
| (1) | On July 3, 2025, the Group, through AsiaStrategy SG, announced its intention to make a tender offer with certain other offerors to acquire all the securities of DV8 Public Company Limited (“DV8”) (SET: DV8), a public company listed on The Stock Exchange of Thailand. The offer price for the ordinary shares was THB
Subsequently, on August 15, 2026, the Group entered into agreements to dispose of its entire equity interest in AsiaStrategy SG. The transaction was completed on August 24, 2026. As of the disposal date, DV8’s share price was THB |
F-25
AsiaStrategy
Notes to Unaudited Condensed Consolidated Financial Statements
7. Investment in Equity Securities (cont.)
| (2) | On August 27, 2025, the Company contributed $
On September 10, 2025, ASP LLC subscribed for
The Group classifies its interest in ASP LLC as an investment in a private equity fund over which it does not have the ability to exercise significant influence. Accordingly, the Group uses net asset value as a practical expedient to estimate the fair value of the investment in accordance with ASC 820. There is no indication that the investment will be sold at an amount different from net asset value per share. Gains and losses resulting from changes in fair value are recognized in the unaudited condensed consolidated statements of operations and comprehensive loss. The investment was classified as a non-current asset because the Group intends to hold the investment on a long term basis, and the interests are subject to restrictions on redemption and transfer.
As of the date of this Form 6-K, the net asset value of the Group’s interest in ASP LLC was $ |
The following table is a roll-forward of the investment in equity securities for the six months ended June 30, 2026, 2025 and 2024.
| For the Six Months Ended June 30, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||
| Balance at January 1 | $ | $ | $ | |||||||||
| Investment in equity securities | ||||||||||||
| Unrealized gains on investment in equity securities, net | ||||||||||||
| Balance at June 30 | ||||||||||||
8. Lease
For the six months ended June 30, 2026, 2025 and 2024, the Group subsisted of the following non-cancellable lease arrangements.
| Description of lease | Lease term | |
| Office premise at 33/F of Sunshine Plaza, Hong Kong | 1-year fixed term lease from January 1, 2024 to December 31, 2024(1) 1-year fixed term lease from January 1, 2025 to December 31, 2025, and further replaced by a 4-year fixed term leases from August 1, 2025 to July 31, 2029 since August 1, 2025(2) |
| (1) | ASC 842-20 defines a short-term lease as a lease whose lease term, at commencement, is 12 months or less and that does not include a purchase option whose exercise is reasonably certain. The lease terms of the lease arrangements during the year ended December 31, 2024 were |
| (2) | On July 16, 2025, the Group entered into an amended lease agreement with New Harvest Investment Holding Limited, effective August 1, 2025, to replace the original |
F-26
AsiaStrategy
Notes to Unaudited Condensed Consolidated Financial Statements
8. Lease (cont.)
The following table summarizes the classification of operating lease right-of-use asset and operating lease liabilities in the Group’s unaudited condensed consolidated balance sheets:
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Assets | ||||||||
| Operating lease right-of-use asset, net | $ | $ | ||||||
| Liabilities | ||||||||
| Operating lease liabilities | ||||||||
Information related to operating lease activities during the six months ended June 30, 2026, 2025 and 2024 are as follows:
| For the Six Months Ended June 30, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||
| Amortization of operating lease right-of-use asset | $ | $ | $ | |||||||||
| Accretion of interest on operating lease liabilities | ||||||||||||
| Total operating lease expenses | $ | $ | $ | |||||||||
The rental fee for the office lease was fully paid at the commencement of the lease term, and there were no future lease commitments as of June 30, 2026.
As of June 30, 2026 and December 31, 2025, the weighted average discount rate of operating leases was
For the six months ended June 30, 2026, 2025 and 2024, the short-term lease expenses were $, $
9. Property and Equipment, Net
As of June 30, 2026 and December 31, 2025, property and equipment, net, consisted of the following:
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Furniture and fixture | $ | $ | ||||||
| Office equipment | ||||||||
| Motor vehicle | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Total property and equipment, net | $ | $ | ||||||
Depreciation expenses were $
F-27
AsiaStrategy
Notes to Unaudited Condensed Consolidated Financial Statements
10. Digital Assets and Restricted Digital Assets
During the year ended December 31, 2025, the Group purchased digital assets consisting of Bitcoin (BTC) and Tether USD (USDT) for investment and treasury diversification purposes. During the six months ended June 30, 2026, the Group purchased additional USDT for investment and treasury diversification purposes, received USDT from a third party borrowing, and received BTC, XRP and USDT upon enforcement of collateral, and USDC as interest, under a USDT loan advanced to a third party. During the same period, the Group sold certain of its USDT and BTC, and all XRP, resulting in a net realized gain of $
| As of June 30, 2026 | ||||||||||||
| Digital Assets | Holdings | Cost Basis | Fair value | |||||||||
| BTC (1) | $ | $ | ||||||||||
| USDT (2) | ||||||||||||
| USDC (2) | ||||||||||||
| Total digital assets | $ | $ | ||||||||||
| (1) | The fair value per unit of BTC as of June 30, 2026 was approximately $ |
| (2) | During the six months ended June 30, 2026, the Group increased its activities in purchasing and disposing of digital assets. The Group’s holding purpose for these digital assets is no longer for long-term investment. Instead, these assets are expected to be realized, sold, or consumed in the ordinary course of business within the Group’s normal operating cycle. Accordingly, the Group classified its holdings of USDT and USDC as current assets as of June 30, 2026. |
| As of December 31, 2025 | ||||||||||||
| Digital Assets | Holdings | Cost Basis | Fair value | |||||||||
| BTC (1) | $ | $ | ||||||||||
| USDT | ||||||||||||
| Total digital assets | $ | $ | ||||||||||
| (1) |
The following table presents the movement for the digital assets of the Group for the six months ended June 30, 2026, and there was no movement for the Group’s digital assets for the six months ended June 30, 2025 and 2024.
| BTC (1) | USDT | USDC | XRP | Total | ||||||||||||||||
| Balance as of January 1, 2026 | $ | $ | $ | $ | $ | |||||||||||||||
| Purchase of digital assets | ||||||||||||||||||||
| Disposal of digital assets | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Proceeds from third party borrowing received in digital assets (2) | ||||||||||||||||||||
| Expenses paid with digital assets | ( | ) | ( | ) | ||||||||||||||||
| Interest income received with digital assets (3) | ||||||||||||||||||||
| Loan issued to Borrower in digital assets (3) | ( | ) | ( | ) | ||||||||||||||||
| Digital assets acquired upon settlement of loan collateral (3) | ||||||||||||||||||||
| Conversions between digital assets (4) | ( | ) | ( | ) | ||||||||||||||||
| Realized (losses) gains on digital assets | ( | ) | ||||||||||||||||||
| Unrealized losses on digital assets | ( | ) | ) | ( | ) | |||||||||||||||
| Balance as of June 30, 2026 | $ | $ | $ | $ | $ | |||||||||||||||
F-28
AsiaStrategy
Notes to Unaudited Condensed Consolidated Financial Statements
10. Digital Assets and Restricted Digital Assets (cont.)
| (1) | |
| (2) | |
| (3) | In January 2026, the Group entered into a loan agreement with Mr. Masashi Hayama (the “Borrower”), a third-party individual, pursuant to which the Company lent USDT
Following a decline in the value of the Original Collateral below a default floor ($
Although the Borrower remedied each prior deficiency, it failed to cure the final valuation event that occurred at the end of June 2026. As a result, all pledged digital assets, including both the Original Collateral and the Additional Collateral subsequently provided, were transferred to and became owned by the Group. The Group recognized the digital assets received at their fair value of $ |
| (4) |
11. Loans Receivable, Net
As of June 30, 2026 and December 31, 2025, loans receivable, net consisted of the following balances:
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Loans receivable | $ | $ | ||||||
| Less: allowance for expected credit losses | ( | ) | ( | ) | ||||
| Loans receivable, net | $ | $ | ||||||
F-29
AsiaStrategy
Notes to Unaudited Condensed Consolidated Financial Statements
11. Loans Receivable, Net (cont.)
| (1) | On April 9, 2025, AsiaStrategy entered into a loan agreement with Leisure Stream Ltd, which is an independent third party, for a principal amount of $ |
| (2) | On April 14, 2025 and April 15, 2025, AsiaStrategy entered into two loan agreements with Power Partner Capital Limited, which is an independent third party for an aggregate principal amount of $ |
| (3) | On December 19, 2025, AsiaStrategy entered into a loan agreement with Top Pride International Ltd. (“Top Pride”) to provide an unsecured revolving loan facility with a maximum principal amount of HK$ |
The movement of allowance for expected credit losses is as follow:
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Balance at beginning of the period/year | $ | $ | ||||||
| Provision of expected credit losses | ||||||||
| Exchange rate differences | ( | ) | ||||||
| Balance at end of the period/year | $ | $ | ||||||
12. Prepaid Expenses
As of June 30, 2026 and December 31, 2025, prepaid expenses consisted of the following balances:
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Prepaid expenses | $ | $ | ||||||
| Less: amounts classified as non-current assets | ( | ) | ( | ) | ||||
| Amounts classified as current assets | $ | $ | ||||||
F-30
AsiaStrategy
Notes to Unaudited Condensed Consolidated Financial Statements
12. Prepaid Expenses (Cont.)
Prepaid expenses primarily represent prepaid administrative expenses and professional fees. As of June 30, 2026, the balance mainly comprised a prepaid professional fee of $
The estimated aggregate expense for the next three twelve-month periods is as follows:
| Twelve months ending June 30, | Estimated Expense | |||
| 2027 | $ | |||
| 2028 | ||||
| 2029 | ||||
| $ | ||||
13. Deposits and Other Current Assets, Net
As of June 30, 2026 and December 31, 2025, deposits and other current assets, net consisted of the following balances:
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Trade deposits | $ | $ | ||||||
| Interest receivable | ||||||||
| Tax recoverable | ||||||||
| Other assets | ||||||||
| Less: allowance for expected credit losses | ( | ) | ( | ) | ||||
| Deposits and other current assets, net | $ | $ | ||||||
The movement of allowances for expected credit losses is as follow:
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Balance at beginning of the period/year | $ | $ | ||||||
| Provision for expected credit losses | ||||||||
| Balance at the end of the period/year | $ | $ | ||||||
F-31
AsiaStrategy
Notes to Unaudited Condensed Consolidated Financial Statements
14. Contract Liabilities
The movement of the Group’s contract liabilities are presented as follows:
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Balance at beginning of the period/year | $ | $ | ||||||
| Billing in advance of performance obligation | ||||||||
| Revenue recognized from contract liabilities in prior period/year | ( | ) | ||||||
| Exchange rate differences | ( | ) | ||||||
| Balance at end of the period/year | $ | $ | ||||||
15. Bank Borrowings
As of June 30, 2026 and December 31, 2025, bank borrowings consisted of the following:
| Outstanding | ||||||||||||||
| principal amount | ||||||||||||||
| as of | ||||||||||||||
| Bank facility Provider | Nature of banking facility | Tenor | Amount of banking facility | June 30, 2026 | December 31, 2025 | |||||||||
| (Unaudited) | (Audited) | |||||||||||||
| Shanghai Commercial Bank (“SCB”) | HK$ | $ | $ | |||||||||||
| SCB | HK$ | |||||||||||||
| Less: non-current portion | ( | ) | ( | ) | ||||||||||
| Bank borrowings, current | $ | $ | ||||||||||||
These bank borrowings were primarily obtained for general working capital.
SCB banking facility
Under the banking facility letter dated May 5, 2020 and subsequent amendments made on October 21, 2021, Shanghai Commercial Bank Limited (“SCB”), a bank in Hong Kong, extended a banking facility to Top Win Hong Kong and Top Pride International Ltd. (“Top Pride”). Top Pride was a related party of the Company up to October 29, 2024, as it was controlled by Mr. Sit Hon, who served as the former controlling shareholder and director of Top Win Hong Kong until that date. The facility comprises:
| (i) | trade financing of HK$ |
| (ii) | instalment loan of HK$ |
F-32
AsiaStrategy
Notes to Unaudited Condensed Consolidated Financial Statements
15. Bank Borrowings (cont.)
The securities provided under the SCB banking facility include (i) a pledge of the property located at 33/F, Sunshine Plaza, 353 Lockhart Road, Hong Kong, which is owned by New Harvest Investment Holding Limited (“New Harvest”), a company controlled by Mr. Sit Hon; (ii) a personal guarantee given by Mr. Sit Hon in the amount of HK$
On June 25, 2025, SCB amended certain security terms of its banking facility. The amendment added a new security term: a personal guarantee provided by Mr. Ngai Kwan in the amount of HK$
Subsequently on July 6, 2026, SCB further amended certain security terms of its banking facility. The updated facility is now provided solely to Top Win Hong Kong, with the previous facility extended to Top Pride having been discontinued. Key revisions include: (i) the trade financing limit was reduced from HK$
Although Mr. Sit Hon, New Harvest, and Top Pride ceased to be related parties of the Group as of October 29, 2024, these parties have remained committed to providing the aforementioned securities to secure the Group’s banking facility. The terms of the existing banking facility remain in full force and effect.
As of June 30, 2026 and December 31, 2025, the Company utilized revolving trade financing in the amounts of $
For the six months ended June 30, 2026, 2025 and 2024, the weighted average annual interest rates for the bank loans were approximately
The table below summarizes the remaining contractual maturities of the bank borrowings as of June 30, 2026. The bank borrowings are categorized by the years in which repayments are due:
| During the years ended June 30, | ||||
| 2027 | $ | |||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| 2031 and after | ||||
| Total repayments of bank loans | ||||
| Less: imputed interest | ( | ) | ||
| Balance recognized as at June 30, 2026 | $ | |||
As of the date of this Form 6-K, a total of $
F-33
AsiaStrategy
Notes to Unaudited Condensed Consolidated Financial Statements
16. Third Party Borrowing
As of June 30, 2026 and December 31, 2025, third party borrowing consisted of the following:
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Third party borrowing | $ | $ | ||||||
On February 7, 2026, the Group entered into a loan agreement with Silkroad Industrial Ltd (“SIL”), a third-party lender. Under the agreement, SIL agreed to lend to the Group an amount equal to
The
17. Convertible Debts
On August 15, 2025, the Company entered into agreements with certain investors to issue convertible debts with an aggregate principal amount of $
The holders may convert the convertible debts into the Company’s ordinary shares at an initial conversion price of $
The Company concluded that bifurcation of the embedded features was not required. Accordingly, the convertible debts are accounted for wholly as debt and is subsequently measured at amortized cost using the effective interest method.
As of June 30, 2026 and December 31, 2025, the fair value of the convertible debts was:
| Fair value hierarchy | Valuation method | Fair value as of June 30, 2026 | Fair value as of December 31, 2025 | |||||||||
| Fair value of convertible debts | Level 3 | $ | $ | |||||||||
For the six months ended June 30, 2026, the interest expense related to the convertible debts were $
F-34
AsiaStrategy
Notes to Unaudited Condensed Consolidated Financial Statements
18. Shareholders’ Equity
Ordinary shares
The Company was established under the laws of Cayman Islands on June 27, 2024. The authorized number of ordinary shares was
The issuance of these shares is considered as a part of the reorganization of the Company, and is retroactively applied as if the transaction occurred at the beginning of the period presented.
On September 16, 2024, two investors, Mr. Kelven Wong and Mr. Ngai Ming Yuk, separately entered into a private placement subscription agreement and a registration rights agreement with the Company. Under these agreements, Mr. Kelven Wong and Mr. Ngai Ming Yuk subscribed for
On November 20, 2024, the Company effected a
On April 1, 2025, the Company entered into an underwriting agreement with Dominari Securities LLC, as representative of the underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to sell, in a firm commitment underwritten public offering (the “Offering”), an aggregate of
On April 2, 2025, the Company’s Ordinary Shares commenced trading on the Nasdaq Capital Market under the trading symbol “TOPW.” On April 3, 2025, the Company closed the Offering of
Upon the completion of IPO of the Company, IPO costs capitalized as of December 31, 2024 amounted to $
As of June 30, 2026 and December 31, 2025, a total of
19. Income Taxes
Upon adoption of ASU 2023-09 on January 1, 2025, below disclosure and presentation have been retrospectively amended.
Cayman Islands and British Virgin Islands (“BVI”)
Under the current and applicable laws of Cayman Islands and British Virgin Islands, the Company, Grand Moon, AsiaStrategy BVI, and Top Asia, are not subject to tax on income or capital gains under these jurisdictions.
F-35
AsiaStrategy
Notes to Unaudited Condensed Consolidated Financial Statements
19. Income Taxes (cont.)
Hong Kong
Top Win Hong Kong and AsiaStrategy Topwin are incorporated in Hong Kong and are subject to Hong Kong Profits Tax on the taxable income as reported in their respective statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. For the six months ended June 30, 2026, 2025 and 2024, Hong Kong Profits Tax is calculated in accordance with the two-tiered profits tax rates regime. The applicable income tax rate for the first HK$
Singapore
AsiaStrategy SG is subject to Singapore Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Singapore tax laws. The applicable corporate income tax rate is
The current and deferred portions of the income tax expense included in the unaudited condensed consolidated statements of operations and comprehensive loss as determined in accordance with ASC 740 are as follows:
| For the Six Months Ended June 30, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Current income tax benefits | ||||||||||||
| Hong Kong | $ | $ | $ | |||||||||
| Foreign | ||||||||||||
| Deferred income tax benefits | ||||||||||||
| Hong Kong | ||||||||||||
| Foreign | ||||||||||||
| Total income tax benefits | $ | $ | $ | |||||||||
A reconciliation of the difference between the expected income tax expenses computed at Hong Kong income tax rate of
| For the six months ended June 30, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||
| Loss before income taxes | $ | $ | $ | |||||||||
| Income tax benefits at foreign taxes | ||||||||||||
| Hong Kong statutory income tax rate | % | % | % | |||||||||
| Computed income tax benefit with Hong Kong statutory income tax rate | $ | $ | $ | |||||||||
| Tax effects by locations: | ||||||||||||
| Hong Kong | ||||||||||||
| Non-taxable income | ||||||||||||
| Non-deductible expenses | ( | ) | ||||||||||
| Singapore | ||||||||||||
| Non-deductible expenses(2) | ( | ) | ||||||||||
| Cayman Islands | ||||||||||||
| Non-taxable income(1) | ||||||||||||
| Non-deductible expenses(2) | ( | ) | ( | ) | ||||||||
| BVI | ||||||||||||
| Non-deductible expenses | ( | ) | ||||||||||
| Changes in valuation allowance | ( | ) | ||||||||||
| Income tax benefits | $ | $ | $ | |||||||||
F-36
AsiaStrategy
Notes to Unaudited Condensed Consolidated Financial Statements
19. Income Taxes (cont.)
| (1) | Non-taxable income for the six months ended June 30, 2026 mainly represented unrealized gains on investment in equity securities, resulting from investment in ASP LLC. |
| (2) | Non-deductible expenses for the six months ended June 30, 2026 primarily represented (i) unrealized losses on digital assets; (ii) unrealized losses on investment in equity securities, resulting from investment in DV8 Public Company Limited; and (iii) the professional fees and other expenses incurred by entities.
Non-deductible expenses for the six months ended June 30, 2025 mainly represented expenses incurred by the Company. Since the Company is a holding company with no operations, the expenses were not allowed to be carried forward and set off profits in subsequent periods according to Hong Kong tax laws. |
The following table reconciles the statutory tax rate to the Group’s effective tax rate for the six months ended June 30, 2026, 2025 and 2024:
| For the six months ended June 30, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||
| Foreign taxes rate | % | % | % | |||||||||
| Hong Kong statutory income tax rate | % | % | % | |||||||||
| Tax effects by locations: | ||||||||||||
| Hong Kong | ||||||||||||
| Non-taxable income | % | |||||||||||
| Non-deductible expenses | ||||||||||||
| Singapore | ||||||||||||
| Non-deductible expenses | ( | )% | ||||||||||
| Cayman Islands | ||||||||||||
| Non-taxable income | % | |||||||||||
| Non-deductible expenses | ( | )% | ( | )% | ||||||||
| BVI | ||||||||||||
| Non-deductible expenses | ( | )% | ||||||||||
| Changes in valuation allowance | ( | )% | ||||||||||
| Income tax benefits | % | % | ||||||||||
Deferred tax
The Group measures deferred tax assets and liabilities based on the difference between the financial statement and tax bases of assets and liabilities at the applicable tax rates.
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Deferred tax assets: | ||||||||
| Allowance for credit loss | $ | $ | ||||||
| Depreciation of property and equipment | ||||||||
| Write-downs of inventories | ||||||||
| Net operating losses carry forwards* | ||||||||
| Total deferred tax assets | $ | $ | ||||||
| Less: deferred tax assets valuation allowance | ( | ) | ( | ) | ||||
| Total deferred tax assets, net | ||||||||
| * | The net operating losses carry forwards of the entity in Hong Kong are $ |
F-37
AsiaStrategy
Notes to Unaudited Condensed Consolidated Financial Statements
19. Income Taxes (cont.)
Movement of the Group’s deferred tax assets during the years is as follows:
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Beginning balance | $ | $ | ||||||
| Deferred income tax benefit recognized during the period/year | ||||||||
| Deferred tax assets valuation allowance | ( | ) | ( | ) | ||||
| Exchange rate differences | ( | ) | ||||||
| Ending balance | $ | $ | ||||||
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 June 30, 2026 and December 31, 2025, the Group did not have any significant unrecognized uncertain tax positions and the Group does not believe that its unrecognized tax benefits will change over the next twelve months. For the six months ended June 30, 2026, 2025 and 2024, the Group did not have any significant interest or penalties related to potential underpaid income tax expenses. The Group’s major tax jurisdiction is Hong Kong. Under relevant Hong Kong tax laws, tax case is normally subject to investigation by the tax authority for up to
20. Related Party Transactions and Balances
a. Nature of relationships with related parties
| Name | Relationship with the Group | |
| New Harvest Investment Holdings Limited | ||
| Mr. Sit Hon | ||
| Sora Venture Global Limited (formerly known as Pride River Limited) | ||
| SORA Ventures | ||
| Asia Strategy Partners LLC (“ASP LLC”) |
b. Transactions with related parties
| For the six months ended June 30, | ||||||||||||||
| Name | Nature | 2026 | 2025 | 2024 | ||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||
| New Harvest Investment Holdings Limited(1) | premise | $ | $ | $ | ||||||||||
| Mr. Sit Hon(2) | policies | |||||||||||||
| ASP LLC (3) | ||||||||||||||
F-38
AsiaStrategy
Notes to Unaudited Condensed Consolidated Financial Statements
20. Related Party Transactions and Balances (con.)
| (1) |
| (2) |
| (3) |
c. Balances with related parties
| As of | ||||||||||
| Name | Nature | June 30, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||||
| Sora Venture Global Limited (formerly known as Pride River Limited)(4) | $ | $ | ||||||||
| ASP LLC (5) | ||||||||||
| (4) |
| (5) |
21. Commitments and Contingencies
Commitments
The Group’s contractual obligations relating to bank borrowings, third party borrowing and convertible debts as of June 30, 2026 have been fully recognized as liabilities and disclosed in Notes 15, 16 and 17. Accordingly, the Group has no material unrecognized financial or capital commitments as of the reporting date.
Contingencies
As of June 30, 2026 and December 31, 2025, the Group was not a party to any legal or administrative proceedings, and there were no legal or regulatory proceedings, either individually or in the aggregate, that could reasonably foreseeably result or could have resulted in an unfavorable outcome with a material adverse effect on the Group’s results of operations, consolidated financial condition, or cash flows.
F-39
AsiaStrategy
Notes to Unaudited Condensed Consolidated Financial Statements
22. Segment Information
The Group has
The following table presents selected financial information for the Group’s single reportable segment:
| For the Six Months Ended June 30, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Revenue | $ | $ | $ | |||||||||
| Cost of revenue | ( | ) | ( | ) | ( | ) | ||||||
| Selling and marketing expenses | ( | ) | ( | ) | ( | ) | ||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ||||||
| Unrealized losses on digital assets | ( | ) | ||||||||||
| Unrealized gains on investment in equity securities, net | ||||||||||||
| Other segment items | ( | ) | ( | ) | ( | ) | ||||||
| Net loss of single operating segment | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
The measure of segment assets is total consolidated assets as reported in the unaudited condensed consolidated balance sheets. Total segment assets were $
23. Subsequent Events
On August 12, 2026, the Group entered into a non-binding memorandum of understanding with SORA Ventures and Kimber Labs Inc. (“Plume”) to explore the formation of a joint venture to develop and operate digital asset projects and share revenues. The memorandum is non-binding, and the joint venture remains subject to definitive documentation, internal approvals and regulatory requirements. As at the date of this Form 6-K, the Group is unable to reasonably estimate the financial impact of this matter.
On August 15, 2026, the Group entered into two separate share purchase agreements to dispose of its entire equity interest in AsiaStrategy SG. Under the first agreement, the Group agreed to sell
As of August 24, 2026, the net asset value of AsiaStrategy SG was approximately $
The concurrent disposal of the remaining
The Group evaluated all events and transactions that occurred after June 30, 2026, other than the event disclosed above and elsewhere in these unaudited condensed consolidated financial statements, there is no other subsequent event occurred that would require recognition or disclosure in the Group’s unaudited condensed consolidated financial statements.
F-40