v3.26.3
Related party transactions
 6 Months Ended
Jun. 30, 2026
Related Party Transactions [Abstract]  
Related party transactions

Note 10 – Related party transactions

 

Related party balances

 

As of June 30, 2026, VD Capital Pty. Ltd. was a related party with 8.02% to ownership of Class A Ordinary Shares in the Company. In connection with this relationship, the Company recorded as an unamortized related party prepayment balance of US$1,032,500 for services to be rendered over the 3 to 6 months period ending between September 30, 2026 and December 31, 2026.

 

 

Prepayments - related party

 

Name of Related Party  Relationship  Nature 

As of

June 30, 2026

  

As of

December 31, 2025

 
         US$   US$ 
VD Capital Pty. Ltd.  KNOREX Ltd’s shareholder >5% and <10% of shareholding  Prepayments of consulting services for corporate development, capital management and fundraising  $1,032,500   $2,777,500 
Total        $1,032,500   $2,777,500 

 

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

 

For the six months ended June 30, 2026, the Company recognized US$1,745,000 in consulting expenses under this arrangement (see general and administrative expenses – related party section below).

 

Short-term loans - related parties

 

Name of Related Party  Relationship  Term  Nature 

As of

June 30, 2026

  

As of

December 31, 2025

 
             US$    US$ 
Kheng Ee Lennon Teng  Group General Manager of the Company  15%(1) interest per annum, maturity date extended from 9/9/2025 to 10/9/2026  Working capital loan  $14,866   $14,866 
Kheng Ee Lennon Teng  Group General Manager of the Company  15%(2) interest per annum, maturity date extended from 9/9/2025 to 10/9/2026  Working capital loan   37,386    37,386 
Wilson Chandra  Director and President  Non-interest bearing and due on demand  Working capital loan   1,036    1,036 
Franklin Capital Enterprise Ltd.  KNOREX Ltd’s shareholder >10% of shareholding  15% interest per annum, maturity date is 10/9/2026  Working capital loan   200,000    200,000 
Exchange rate difference            1,979    2,332 
Total           $255,267   $255,620 

 

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

 

 

Other payables - related parties

 

Name of Related Party   Relationship   Nature  

As of

June 30, 2026

    

As of

December 31, 2025

  
            US$     US$  
Kheng Ee Lennon Teng   Group General Manager of the Company   Employee reimbursement   $ 12,250     $ 12,192  
Le Truong Vinh Phu   Vice President of Operations of the Company   Employee reimbursement     -       23,842  
Kheng Ee Lennon Teng   Group General Manager of the Company   Interest Accrual – Related Parties     26,494       22,530  
Wilson Chandra   Director and President   Interest Accrual – Related Parties     363       363  
Abhishek Kumar   Vice President of Product and Engineering   Employee reimbursement     -       2,886  
Franklin Capital Enterprise Ltd   KNOREX Ltd’s shareholder >10% of shareholding   Interest Accrual – Related Parties     67,189       70,822  
Khar Heng Choo   Chairman and Chief Executive Officer   Employee reimbursement     -       5,261  
Total           $ 106,296     $ 137,896  

 

General and administrative expenses – related party

 

Name of Related Party   Relationship   Nature  

For the six months ended

June 30, 2026

    

For the six months ended

June 30, 2025

  
            US$     US$  
VD Capital Pty. Ltd.   KNOREX Ltd’s shareholder >5% and <10% of shareholding   Consulting services for corporate development, capital management and fundraising   $ 1,745,000     $ -  
Total           $ 1,745,000     $ -  

 

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

 

As of June 30, 2026, the remaining balance of US$1,032,500 was recorded as an unamortized related party prepayment for services to be rendered over the remainder of the respective 3 to 6 month period ending between September 30, 2026 and December 31, 2026 (see Related party balances section above).