Equity |
12 Months Ended | ||||||
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Jun. 30, 2026 | |||||||
| Equity [Abstract] | |||||||
| Equity | Note 11 — Equity
Class A and Class B Ordinary Shares
On March 19, 2025, the Group re-designated and re-classified its share capital into Class A Ordinary Shares (one vote per share) and Class B Ordinary Shares (fifty votes per share). On September 8, 2025, the Group effected a 1-for-10 Reverse Share Split. All share and per-share data presented in these consolidated financial statements have been retroactively adjusted to reflect the Reverse Share Split for all periods presented.
As of June 30, 2026 and 2025, the Group was authorized to issue an number of Ordinary Shares, comprising an unlimited number of Class A Ordinary Shares with a par value of US$0.00625 per share and an unlimited number of Class B Ordinary Shares with a par value of US$0.00625 per share.
The issued and outstanding shares of the Group are summarized as follows (reflecting the retroactive effect of the Reverse Share Split):
Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights, preferences, and privileges, except with respect to voting and conversion rights. Each Class A Ordinary Share is entitled to one (1) vote, and each Class B Ordinary Share is entitled to fifty (50) votes on all matters subject to shareholder approval. Class A and Class B Ordinary Shares share equally in dividends and liquidation distributions.
Initial Public Offering (“IPO”) and Over-Allotment Exercise
On September 13, 2024, the Group closed its IPO of 1,750,000 ordinary shares (prior to the Reverse Share Split) at the initial public offering price of US$4.00 per share for total gross proceeds of US$7,000,000, before deducting underwriting discounts and other offering expenses. On October 15, 2024, the Group closed the sales of an additional 262,500 ordinary shares (prior to the Reverse Share Split), representing full exercise of the underwriter’s over-allotment option granted in connection with the Group’s IPO, at the offering price of US$4.00 per share. As a result, the Group has raised gross proceeds of US$1,050,000 in addition to the previously announced IPO gross proceeds of US$7,000,000, before deducting underwriting discounts and offering expenses.
Reverse Share Split (“Share Consolidation”)
On September 8, 2025, the Group has been unanimously approved a consolidation of all issued and unissued ordinary shares at a ratio of ten (10) shares to one (1) share of the same class (the “Share Consolidation”) and the Share Consolidation was effective. The Share Consolidation applied to both Class A and Class B ordinary shares, with the par value per share increasing from US$0.000625 to US$0.00625 following the consolidation. The Share Consolidation reduced the number of outstanding ordinary shares of the Group from 21,615,000 to approximately 2,161,500. No fractional shares were issued in connection with the Share Consolidation. Instead, the Group issued one full post-Share Consolidation ordinary share to any shareholder at a participant level who would have been entitled to receive a fractional share as a result of the process. The Group issued an aggregate of 15 full post-Share Consolidation ordinary shares pursuant to this arrangement.
The above-mentioned Reverse Share Split of both Class A and Class B ordinary shares have been accounted for on a retroactive basis and reflected in the comparative financial information presented in these consolidated financial statements.
2026 private investment in public equity (“PIPE”)
On January 15, 2026, the Group entered into a securities purchase agreement with certain non-U.S. investors (collectively, the “2026 Purchasers”), pursuant to which the Group agreed to sell and the 2026 Purchasers agreed to purchase an aggregate of 3,800,000 Class A Ordinary Shares of the Group, at a purchase price of US$0.66 per Class A Ordinary Shares, which is 40% of the closing price of the Class A Ordinary Shares as of January 14, 2026 (the “2026 PIPE Transaction”). Concurrently, the Group entered into a registration rights agreement with 2026 Purchasers. The resale registration statement on Form F-3 was filed with the SEC on March 11, 2026 and declared effective on March 19, 2026.
Subscription receivable
The subscription receivable represents unpaid subscription consideration from certain investors in connection with the 2026 PIPE Transaction. During the year ended June 30, 2026, the partial repayment of HKD3,930,986 (US$501,273), which represented a repayment of 20% of the total outstanding consideration from our PIPE investors. As of June 30, 2026 and 2025, the balance of subscription receivable was HKD15,631,414 (US$1,993,294) and .
Share reserved for issuance
On February 26, 2025, the Group had reserved an aggregate of 360,250 post-split Class A Ordinary Shares (3,602,500 pre-split shares) for issuance under its ESOP, which is designed to attract, retain and incentivize employees, directors, and consultants through equity-based compensation. Class A Ordinary Shares issued upon vesting of such awards rank pari passu with all other outstanding Class A Ordinary Shares, including voting and dividend rights.
On June 3, 2026, the Group had reserved an aggregate of 760,000 Class A Ordinary Shares for issuance under its ESOP pursuant to amendment No.1 to 2025 Stock Incentive Plan, subject to adjustment and anti-dilution provisions.
During the year ended June 30, 2026, 360,250 Class A Ordinary Shares were granted and fully vested. shares were granted and vested during the years ended June 30, 2025 and 2024. As of June 30, 2026 and 2025, 760,000 and 360,250 Class A Ordinary Shares remained available for future grant under the 2025 Stock Incentive Plan.
Dividends
During the year ended June 30, 2024, the Group paid dividends of HKD9,461,001, of which HKD9,384,000 was declared in fiscal year 2024 and HKD77,001 was settled from dividends declared in prior periods.
During the year ended June 30, 2025, the Group paid dividends of HKD5,865,364 to settle dividends previously declared. dividends were declared during the year ended June 30, 2025.
During the year ended June 30, 2026, dividends were declared or paid by the Group.
dividends were declared in the years ended June 30, 2025 and 2026. The dividend per share was , and HKD0.59, respectively, during the years ended June 30, 2026, 2025 and 2024. As of June 30, 2026 and 2025, dividend payable was . |