Exhibit 99.1
KNOREX LTD. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(Stated in U.S. Dollars)
| June 30, 2026 | December 31, 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Other receivables | ||||||||
| Loan receivables | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Prepaid expenses - related party | ||||||||
| Total Current Assets | ||||||||
| NON-CURRENT ASSETS | ||||||||
| Property and equipment, net | ||||||||
| Operating right-of-use asset | ||||||||
| Capitalized software development costs | ||||||||
| Total Non-Current Assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||
| CURRENT LIABILITIES | ||||||||
| Bank loans | $ | $ | ||||||
| Senior note payable | ||||||||
| Short-term loans - third parties | ||||||||
| Short-term loans - related parties | ||||||||
| Accounts payable | ||||||||
| Other payables and accrued liabilities | ||||||||
| Other payables - related parties | ||||||||
| Deferred revenue | ||||||||
| Operating lease liabilities | ||||||||
| Convertible notes | ||||||||
| Total Current Liabilities | ||||||||
| NON-CURRENT LIABILITIES | ||||||||
| Bank loans | ||||||||
| Deferred tax liabilities | ||||||||
| Operating lease liabilities | ||||||||
| Employee benefit obligations | ||||||||
| Total Non-Current Liabilities | ||||||||
| Total Liabilities | $ | $ | ||||||
| COMMITMENTS AND CONTINGENCIES (NOTE 16) | ||||||||
| SHAREHOLDERS’ DEFICIT | ||||||||
| Ordinary shares, Class A, $ par value, shares authorized, and shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively | ||||||||
| Ordinary shares, Class B, $ par value, shares authorized, shares issued and outstanding as of June 30, 2026 and December 31, 2025 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total KNOREX Ltd. Shareholders’ Deficit | ( | ) | ( | ) | ||||
| Noncontrolling interests | ||||||||
| Total Shareholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Shareholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
KNOREX LTD. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Stated in U.S. Dollars)
| For the Six Months Ended | ||||||||
| June 30, 2026 | June 30, 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| REVENUES | $ | $ | ||||||
| COST OF REVENUES | ||||||||
| GROSS PROFIT | ||||||||
| OPERATING EXPENSES: | ||||||||
| Platform operations | ||||||||
| Sales and marketing | ||||||||
| Technology and development | ||||||||
| General and administrative | ||||||||
| Total Operating Expenses | ||||||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ||||
| OTHER (EXPENSE) INCOME | ||||||||
| Interest expense, net | ( | ) | ( | ) | ||||
| Amortization of discount on debt instrument | ( | ) | ( | ) | ||||
| Foreign exchange gain (loss) | ( | ) | ||||||
| Other income, net | ||||||||
| Total Other Expense, net | ( | ) | ( | ) | ||||
| LOSS BEFORE INCOME TAXES | ( | ) | ( | ) | ||||
| PROVISION FOR INCOME TAXES | ||||||||
| NET LOSS | ( | ) | ( | ) | ||||
| Less: Net income attributable to noncontrolling interest | ( | ) | ( | ) | ||||
| NET LOSS ATTRIBUTABLE TO KNOREX LTD. | $ | ( | ) | $ | ( | ) | ||
| NET LOSS | $ | ( | ) | $ | ( | ) | ||
| FOREIGN CURRENCY TRANSLATION ADJUSTMENT | ( | ) | ( | ) | ||||
| TOTAL COMPREHENSIVE LOSS | ( | ) | ( | ) | ||||
| Less: Comprehensive income attributable to noncontrolling interest | ||||||||
| COMPREHENSIVE LOSS ATTRIBUTABLE TO KNOREX LTD. | $ | ( | ) | $ | ( | ) | ||
| WEIGHTED AVERAGE NUMBER OF CLASS A ORDINARY SHARES AND CLASS B ORDINARY SHARES | ||||||||
| Basic and diluted | ||||||||
| LOSS PER SHARE | ||||||||
| Basic and diluted | $ | ) | $ | ) | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
KNOREX LTD. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGE IN SHAREHOLDERS’ EQUITY (DEFICIT)
(Stated in U.S. Dollars)
| Class A ordinary shares | Class B ordinary shares | Additional paid-in | Accumulated | Accumulated other comprehensive | Noncontrolling | Total shareholders’ | ||||||||||||||||||||||||||||||
| Shares | Capital | Shares | Capital | capital | deficit | loss | interest | deficit | ||||||||||||||||||||||||||||
| BALANCE, December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| BALANCE, June 30, 2026 (Unaudited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||||
| Class A ordinary shares | Class B ordinary shares | Additional paid-in | Accumulated | Accumulated other comprehensive | Noncontrolling | Total shareholders’ equity | ||||||||||||||||||||||||||||||
| Shares | Capital | Shares | Capital | capital | deficit | loss | interest | (deficit) | ||||||||||||||||||||||||||||
| BALANCE, December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Issuance of ordinary shares through exercise of warrants | - | |||||||||||||||||||||||||||||||||||
| Incremental fair value on modification of warrants | - | - | ( | ) | ||||||||||||||||||||||||||||||||
| Issuance of warrants | - | - | ||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| BALANCE, June 30, 2025 (Unaudited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
KNOREX LTD. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in U.S. Dollars)
| For the Six Months Ended | ||||||||
| June 30, 2026 | June 30, 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Amortization of operating right-of-use asset | ||||||||
| Amortization of discount on debt instrument | ||||||||
| Amortization of capitalized software development costs | ||||||||
| (Recovery of) provision for credit losses | ( | ) | ( | ) | ||||
| Gain on disposal of investment in subsidiary | ( | ) | ||||||
| Deferred tax expenses | ||||||||
| Change in operating assets and liabilities | ||||||||
| Accounts receivable | ||||||||
| Other receivables | ( | ) | ||||||
| Other receivables - related parties | ( | ) | ||||||
| Prepaid expenses and other current assets | ||||||||
| Prepaid expenses - related party | ||||||||
| Accounts payable | ( | ) | ( | ) | ||||
| Other payables and accrued liabilities | ||||||||
| Other payables - related parties | ( | ) | ||||||
| Taxes payable | ||||||||
| Deferred revenue | ( | ) | ||||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Employee benefit obligations | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchases of equipment | ( | ) | ( | ) | ||||
| Capitalized software development costs | ( | ) | ( | ) | ||||
| Repayment loan from a third party | ||||||||
| Net cash provided by/(used in) investing activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from senior note payable | ||||||||
| Payments of deferred offering costs | ( | ) | ||||||
| Proceeds from convertible notes | ||||||||
| Proceeds from exercise of warrants | ||||||||
| Proceeds from short-term loan - third parties | ||||||||
| Repayments of short-term loan - third parties | ( | ) | ( | ) | ||||
| Proceeds from short-term loan - related parties | ||||||||
| Repayments of short-term loan - related parties | ( | ) | ||||||
| Repayments of bank loans | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | ||||||||
| EFFECT OF EXCHANGE RATE CHANGES | ( | ) | ( | ) | ||||
| NET CHANGE IN CASH AND CASH EQUIVALENTS | ( | ) | ||||||
| CASH AND CASH EQUIVALENTS, beginning of the period | ||||||||
| CASH AND CASH EQUIVALENTS, end of the period | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
| Cash paid for income tax | $ | $ | ||||||
| Cash paid for interest | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Issuance of warrants | $ | $ | ||||||
| Incremental fair value on modification of warrants | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
KNOREX LTD. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in U.S. Dollars, unless stated otherwise)
Note 1– Nature of business and organization
The Company is an exempted company incorporated on May 9, 2023 in Cayman Islands. The Company has no substantial operations other than holding all the outstanding share capital of its subsidiaries. The Company, through its subsidiaries, is a technology company that provides a new category of online advertising software called Advertising Management and Execution (AMX) system. The Company’s flagship product — KNOREX XPOSM, is a suite of cloud-based AMX software applications that provide marketers an integrated management of digital advertising to streamline workflow and enhance advertising efficiency, aided by AI/ML for intelligent automation and scaling. XPO lets marketers manage and control core mission-critical online advertising processes all in one place — manual or AI-assisted advertisements creation, management of data feeds for use in advertising creatives, activation of omni-channel advertising campaigns, acquisition of audience data from data marketplaces, optimization of cross-channel advertising campaigns performance, data management, advertising trackers/pixels management for tracking and measurement, consolidation of disparate data and reporting across multiple channels and platforms, accounts reconciliation and billing management.
The
Company undertook a reverse recapitalization on September 30, 2024 (“Reorganization”) through entering into a restructuring
agreement with the shareholders of KNOREX SG, resulting in the shareholders of KNOREX SG and certain other persons becoming
The accompanying unaudited condensed consolidated financial statements reflect the activities of the Company and each of the following entities:
| Name | Background | Ownership | ||||
| KNOREX Pte. Ltd. (“KNOREX SG”) | ● | |||||
| ● | ||||||
| ● | ||||||
| KNOREX Inc. (“KNOREX US”) | ● | |||||
| ● | ||||||
| ● | ||||||
| KNOREX Software Sdn. Bhd. (“KNOREX MY”) | ● | |||||
| ● | ||||||
| ● | ||||||
| KNOREX Vietnam Co. Limited (“KNOREX VN”) | ● | |||||
| ● | ||||||
| ● | ||||||
| KNOREX India Private Limited (“KNOREX IN”) | ● | |||||
| ● | ||||||
| ● | ||||||
| KNOREX (Thailand) Co. Ltd. (“KNOREX TH”) | ● | |||||
| ● | ||||||
| ● | ||||||
| KNOREX Pty. Ltd. (“KNOREX AU”) | ● | |||||
| ● | ||||||
| ● | ||||||
| KNOREX (Guangzhou) Pte. Ltd. (“KNOREX CN”) | ● | |||||
| ● | ||||||
| ● | ||||||
| Adziggy, Inc (“Adziggy US”) | ● | |||||
| ● | ||||||
| ● | ||||||
| Ascendx Media Technologies Pte. Ltd. (“AscendX”) | ● | |||||
| ● | ||||||
| ● |
| * |
Note 2 – Summary of significant accounting policies
Going concern
The
accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern,
which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The
Company had a working capital deficit of approximately US$
To sustain its ability to support the Company’s operating activities, the Company is in progress supplementing its sources of funding through the following:
| ● | Equity financing; | |
| ● | Debt financing through issuance of convertible notes; and | |
| ● | Other available sources of financing from banks or other financial institutions. |
In
September 2025, the Company completed its initial public offering with gross proceeds of $
During
the six months ended June 30, 2026, the Company received US$
In
September 2026, the Company issued Class A Ordinary Shares at a purchase price of US$ per share under its equity line
of credit (“ELOC”) facility, generating gross proceeds of US$
The unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Basis of presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for information pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These unaudited condensed consolidated financial statements have been prepared on the same basis as its annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2026, or for any other interim period or for any other future year.
Principles of consolidation
The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All transactions and balances between 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.
Non-controlling interests
For the Company’s non-wholly owned subsidiaries, a non-controlling interest is recognized to reflect the portion of equity that is not attributable, directly or indirectly, to the Company. The cumulative results of operations attributable to non-controlling interests are also recorded as non-controlling interests in the Company’s unaudited condensed consolidated balance sheets and unaudited condensed consolidated statements of operations and comprehensive loss. Cash flows related to transactions with non-controlling interests are presented under financing activities in the unaudited condensed consolidated statements of cash flows.
Use of estimates
The preparation of the 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 disclosures of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s unaudited condensed consolidated financial statements include lease classification and liabilities, operating right-of-use assets, determinations of the useful lives and valuation of long-lived assets, estimates of allowances for credit losses, estimates of impairment of long-lived assets, valuation of deferred tax assets, contingencies and estimated fair value of warrants. Actual results could differ from these estimates.
Foreign currency translation and transactions
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the unaudited condensed consolidated statements of operations and comprehensive loss.
The reporting currency of the Company is United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. The Company and its’ subsidiaries in Singapore, Australia, China, Malaysia, Vietnam and India, conduct its businesses and maintain its books and records in the respective currency, United States Dollars (“US$”), Malaysian Ringgit (“MYR”), Vietnamese Dong (“VND”) and Indian Rupee (“INR”), as its functional currency, respectively.
In general, for consolidation purposes, assets, and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive loss within the statements of shareholders’ equity (deficit). Cash flows are also translated at average translation rates for the periods; therefore, amounts reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the unaudited condensed consolidated balance sheets.
Translation of foreign currencies into US$1 has been made at the following exchange rates for the respective periods:
| As of and for the six months ended June 30, | December 31, | |||||||||||
| 2026 | 2025 | 2025 | ||||||||||
| As of period end SGD: US$1 exchange rate | ||||||||||||
| As of period end MYR: US$1 exchange rate | ||||||||||||
| As of period end VND: US$1 exchange rate | ||||||||||||
| As of period end INR: US$1 exchange rate | ||||||||||||
| As of period end THB: US$1 exchange rate | ||||||||||||
| As of period end AUD: US$1 exchange rate | ||||||||||||
| As of period end RMB: US$1 exchange rate | ||||||||||||
| Period ended - average SGD: US$1 exchange rate | ||||||||||||
| Period ended - average MYR: US$1 exchange rate | ||||||||||||
| Period ended - average VND: US$1 exchange rate | ||||||||||||
| Period ended - average INR: US$1 exchange rate | ||||||||||||
| Period ended - average THB: US$1 exchange rate | ||||||||||||
| Period ended - average AUD: US$1 exchange rate | ||||||||||||
| Period ended - average RMB: US$1 exchange rate | ||||||||||||
Enterprise-wide disclosure
The Company’s chief operating decision-maker is identified as the chief executive officer who reviews financial information presented on a consolidated basis, accompanied by disaggregated information about revenues by different revenues streams for purposes of allocating resources and evaluating financial performance. Based on qualitative and quantitative criteria established by Accounting Standards Codification (“ASC”) 280, “Segment Reporting”, the Company considers itself to be operating within one operating and reportable segment, as Chief Operating Decision Maker (CODM) reviews financial information and allocates resources. The CODM assesses the Company’s performance on a consolidated basis, without distinguishing between different product lines, services, or geographic regions. The Company’s operations are highly integrated, with centralized management of strategy, operations, compliance, and financial planning. As such, discrete financial information is not prepared or regularly reviewed for separate components of the business.
Cash and cash equivalents
The Company considers all highly liquid investments with an original maturity of three months or less when acquired to be cash and cash equivalents.
Accounts receivable, net
Accounts receivables are recorded at the invoiced amount less an allowance for credit losses and do not bear interest, which are due after 30 days. Management reviews the adequacy of the allowance for credit losses on an ongoing basis, using historical collection trends and aging of receivables. Management also periodically evaluates individual customers’ financial conditions, credit histories, and the current economic conditions to adjust the allowance when necessary. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary.
The
Company adopted ASC 326 to assess the allowance for credit losses. ASC 326 requires the measurement of all expected credit losses for
financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts.
As of June 30, 2026 and December 31, 2025, the allowance for credit loss was and $
Other receivables
Other receivables primarily include receivables from tax authorities on overpayment of sales and services taxes, employee advance, receivables from recourse factoring company, and refundable deposits from third party service providers. Management regularly reviews the aging of receivables and changes in payment trends and records allowances for credit losses when management believes collection of amounts due are at risk. Accounts considered uncollectable are written off against allowances after exhaustive efforts at collection are made.
Loan receivable
Loan receivable primarily represents amount loaned to third party and is recorded at the principal amount outstanding. Management evaluates collectability periodically and writes off balances when collection is deemed unlikely after reasonable efforts.
Prepaid expenses and other current assets
Prepaid expenses and other current assets primarily include prepaid expenses paid to services providers, and other deposits. Management regularly reviews the aging of such balances and changes in payment and realization trends and records allowances when management believes realization of amounts due are at risk. Accounts considered unrealizable are written off against allowances after exhaustive efforts at realization of services are made. As of June 30, 2026 and December 31, 2025, no allowance for credit losses was recorded.
Property and equipment, net
Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets with no residual value. The estimated useful lives are as follows:
| Expected useful lives | ||
| Office equipment | ||
| Furniture and fixtures |
The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the unaudited condensed consolidated statements of operations and comprehensive loss. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals, and betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.
Capitalized software development costs
Software development costs consist of capitalized costs related to purchase and develop internal-use software. The Company uses such software to provide services to its customers. The costs to purchase and develop internal-use software are capitalized from the time that the preliminary project stage is completed, and it is considered probable that the software will be used to perform the function intended. These costs include personnel and personnel-related employee benefits for employees directly associated with the software development and external costs of the materials or services consumed in developing or obtaining the software.
Any costs incurred for upgrades and functionality enhancements of the software are also capitalized. Once this software is ready for use in providing the Company’s services, these costs are amortized on a straight-line basis over the three-year estimated useful life. The amortization is presented within amortization in the unaudited condensed consolidated statements of operations and comprehensive loss.
Software
development costs that are capitalized in internal-use software cost were US$
Impairment for long-lived assets
In
accordance with ASC 360-10, long-lived assets, including property and equipment with finite lives are reviewed for impairment whenever
events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the
assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based
on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted
future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are
less than the carrying value of the asset. If an impairment is identified, the Company will reduce the carrying amount of the asset to
its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. As
of June 30, 2026 and December 31, 2025,
Deferred offering costs
Deferred offering costs represent costs associated with the Company’s proposed offering of Class A Ordinary Shares which will be netted against the proceeds of the offering in accordance with ASC 340-10-S99-2. If the offering is not successful, these costs will be expensed.
Other payables and accrued expenses
Other payables and accrued expenses are recognized when the Company has a present obligation arising from past events, the settlement of which is expected to result in an outflow of economic benefits. These liabilities include amounts owed for services received but not yet invoiced, accrued payroll, taxes payable, recourse factoring liabilities, and other miscellaneous accrued liabilities.
Warrants
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Class A and Class B Ordinary Shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. Warrants that do not meet all the criteria for equity classification are required to be recorded as liabilities at their initial fair value on the date of issuance and remeasured to fair value at each balance sheet date thereafter. The Company determined that upon the warrant agreements, the Company concluded that its warrants qualify for equity accounting treatment.
For issued warrants that meet all of the criteria for equity classification and issued with debt instruments, the proceeds from the sale of the debt instruments are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds allocated to the warrants is accounted for as paid-in capital. The remainder of the proceeds is allocated to the debt instrument portion of the transaction at a discount and accreted over the term of the debt instrument using the effective interest rate method.
For issued warrants that meet all of the criteria for equity classification and issued with preferred equity instruments, the portion of the proceeds so allocated to the warrants based on the relative fair values of the equity instrument without the warrants and of the warrants themselves at time of issuance are accounted for as paid-in capital altogether. The remainder of the proceeds is allocated to the equity instrument portion of the transaction at discount as a deemed dividend, which adjusts retained earnings (or in the absence of retained earnings, additional paid-in capital).
Convertible notes
Upon adoption of ASU 2020-06 on January 1, 2021, the elimination of the beneficial conversion feature (“BCF”) and cash conversion models in ASC 470-20 that requires separate accounting for embedded conversion features in convertible instruments results in the convertible debt instruments being recorded as a single liability (i.e., there is no separation of the conversion feature, and all proceeds are allocated to the convertible debt instruments as a single unit of account). Unless conversion features are derivatives that must be bifurcated from the host contracts in accordance with ASC 815-15 or, in the case of convertible debt, if the instruments are issued with a substantial premium, in the latter case, ASC 470-20-25-13 requires the substantial premium to be attributable to the conversion feature and recorded in additional paid-in capital (APIC).
Revenue recognition
The Company’s revenues are derived from providing advertising management and execution software application and advertising services to brand advertisers, and media agencies (collectively as “marketers”).
The Company recognizes revenues when its customer obtains control of promised services in an amount that reflects the consideration that the Company expects to receive in exchange for those services. The Company recognizes revenue in accordance with ASC Topic 606, Revenue from contracts with customers (“ASC 606”) and determines revenue recognition through the following steps: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when a performance obligation is satisfied.
For arrangements with multiple performance obligations, which represent promises within an arrangement that are capable of being distinct and are separately identifiable, the Company allocates the contract consideration to all distinct performance obligations based on their relative standalone selling price, which is typically estimated based on observable transactions when these services are sold on a standalone basis.
Revenue recognition policies for each type of revenue stream are as follows:
(1) Platform subscription fee
- Performance obligation satisfied over a period of time
The Company provides a new category of online advertising software called Advertising Management and Execution (AMX) system, which is a digital advertising platform with software applications that empower marketers with on-demand access and usage throughout the contract period. The Company charges a monthly platform subscription fee to its customers. Subscription fee revenues are recognized over the subscription period. The Company’s contracts do not generally contain refund provisions for fees earned related to the incurred subscription period. A refund will be provided only when there is a change in the platform due to new feature that renders the system unusable to its customer for subscription period that has not begun. Historically, the Company has not experienced any such refund.
(2) Platform services
- Performance obligation satisfied over a period of time
The Company provides a comprehensive package of online advertisement solutions, including the purchasing of advertisement placements, audience data, tracking and measurement, and other technical features. The platform services are recognized when impressions are delivered. The Company recognizes revenue from the display of impression-based advertisements over the contracted period in which the impressions are delivered. Impressions are considered delivered when an advertisement is displayed to users. Refunds will be provided only when there is a bug or error in the XPO platform causing undeliverable impressions during the advertising/execution process. Refunds will be prorated and applied to the remaining contracted period from the time the undeliverable impressions were detected. Historically, the Company has not experienced any significant refund.
(3) Managed activations and professional services
- Performance obligation satisfied over a period of time
The Company provides managed activations and professional services of, including but not limited to, advertising measurement, campaign setup and monitoring, conversion tracking set up, analytics reporting, creative design services, digital marketing consultation, custom reporting, and campaign strategy and optimization consultations. These services are recognized over the service period since its customer simultaneously receives and consumes the benefits provided by the Company’s performance. Refunds will be provided on any occurrence of mistakes made by the Company’s staff upon execution. Refunds will be prorated and negotiated with the customer. Historically, the Company has not experienced any significant refund.
The Company utilizes its own staff in the performances of its services provided to its customers. US. GAAP requires us to evaluate, using a control model, whether the Company itself promises to provide services to the customer (as a principal) or to arrange for services to be provided by another party (as an agent). Based on the Company’s evaluation using a control model, the Company determined that in all of its business activities, it serves as a principal rather than an agent within their revenue arrangements. The Company had the responsibility of fulfilling the promise to provide the platform, managed activations and professional services to its customers and the Company also established the selling price for the services. All these factors indicate that the Company is acting as the principal in this transaction. Revenue and the associated costs are reported on a gross basis within the unaudited condensed consolidated statement of operations.
The Company’s accounts receivable consist primarily of receivables related to platform subscription fee, providing platform services, managed activations and professional services, for which the Company’s contracted performance obligations have been satisfied, the amount has been billed and the Company has an unconditional right to payment. The Company typically bills customers monthly based on actual delivery. The payment terms vary, mainly with terms of 30 days or less.
The
Company applies the practical expedient in ASC 606 and does not adjust the promised amount of consideration for the effects of a significant
financing component if the Company expects, at contract inception, that the period between when the Company transfers a promised good
or service to a customer and when the customer pays for that good or service will be one year or less. As of June 30, 2026 and December
31, 2025, the Company did
The Company recognized advance payments from its customers prior to revenue recognition as deferred revenue until the revenue recognition performance obligations are met.
The following table presents the Company’s deferred revenue balances, net increase in current period of deferred revenue, and revenue recognized from beginning deferred revenue therein:
| June 30, 2026 | December 31, 2025 | |||||||
| US$ | US$ | |||||||
| Beginning balance | $ | $ | ||||||
| Add: net increase in current period of deferred revenue | ||||||||
| Less: revenue recognized from beginning deferred revenue | ( | ) | ( | ) | ||||
| Ending balance | $ | $ | ||||||
As
of June 30, 2026 and December 31, 2025, the Company had deferred revenue of US$
Cost of revenues
Cost of revenues consist primarily of costs to run the advertisement serving services. These costs include cost to acquire advertisement media sources, advertisement data sources and advertisement related technology features.
Operating expenses
The Company classifies its operating expenses into four categories and allocates overhead such as information technology infrastructure, rent and occupancy charges based on headcount for all these categories:
Platform operations
Platform operations expenses consist primarily of expenses related to hosting the Company’s XPO platform, which include hosting costs, data-related costs, data and privacy certifications and audits, and personnel costs of salaries and other compensation-related expenses attributable to personnel who support the platform and provide clients with platform support.
Sales and marketing
Sales and marketing expenses consist primarily of personnel costs of salaries and other compensation-related expenses for the Company’s sale and marketing personnel, professional services costs and facility related costs related to advertising, product management, promotional materials, public relations, other sales and marketing programs.
Technology and development
Technology
and development expenses consist primarily of personnel costs of salaries and other compensation-related expenses for the Company’s
technology and development personnel with the ongoing development and maintenance of the Company’s platform, professional services
costs and facility related costs as well as costs related to research and product development. Technology and development costs are expensed
as incurred, except to the extent that such costs are associated with software development that qualifies for capitalization in accordance
with ASC 350-40, Internal-Use Software (“ASC 350-40”), which requires the capitalization of certain costs incurred only during
the application development stage. The Company evaluates periodically research and development costs that may be eligible for capitalization.
During the six months ended June 30, 2026 and 2025, amortization expense of capitalized software development costs amounted to US$
General and administrative
General and administrative expenses consist primarily of personnel costs of salaries and other compensation-related expenses for executive management, finance, accounting, human resources, legal, compliance, and other administrative functions as well as professional services costs and other facility related costs.
Defined contribution plan
The
full-time employees of the Company in certain countries are entitled to the government mandated defined contribution plan. The Company
is required to accrue and pay for these benefits based on certain percentages of the employees’ respective salaries, subject to
certain ceilings, in accordance with the relevant countries’ government regulations, and make cash contributions to the government
mandated defined contribution plan. Total expenses for the plans were US$
Income taxes
Deferred income tax assets and liabilities are determined based upon the net tax effects of the differences between the Company’s unaudited condensed consolidated financial statements carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income in the years in which the differences are expected to be reversed. A valuation allowance is used to reduce some or all of the deferred tax assets if, based upon the weight of available evidence, it is more likely than not that those deferred tax assets will not be realized.
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the unaudited condensed consolidated financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized. The Company recognizes interest and penalties accrued related to its uncertain tax positions in its income tax provision in the accompanying unaudited condensed consolidated statements of operations.
The Company makes assumptions, judgments and estimates to determine the current income tax provision, tax benefits from uncertain tax positions, deferred tax assets and liabilities and valuation allowance recorded against a deferred tax asset. The assumptions, judgments and estimates related to the current income tax provision (benefit) take into account current tax laws, their interpretation and potential outcomes of foreign and domestic tax audits. Changes in tax law and their interpretation could significantly impact on the income taxes provided in the Company’s unaudited condensed consolidated financial statements.
The evaluation of the Company’s uncertain tax positions involves significant judgment in the interpretation and application of GAAP and complex domestic and international tax laws, and matters related to the allocation of international taxation rights between countries. Although management believes the Company’s reserves are reasonable, no assurance can be given that the final tax outcome of these matters will not be different from that which is reflected in the Company’s reserves. Reserves are adjusted considering changing facts and circumstances, such as the closing of a tax examination or the refinement of an estimate. Assumptions, judgments and estimates relative to the amount of deferred income taxes, and any applicable valuation allowances, take into account future taxable income. Any of the assumptions, judgments and estimates mentioned above could cause the actual income tax obligations to differ from estimates.
Comprehensive loss
Comprehensive loss consists of two components, net loss and other comprehensive loss. Other comprehensive loss refers to revenue, expenses, gains, and losses that under GAAP are recorded as an element of shareholders’ equity but are excluded from net loss. Other comprehensive loss consists of a foreign currency translation adjustment resulting from the Company not using the U.S. dollar as its functional currencies.
The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net loss divided by the weighted average Class A and Class B Ordinary Shares outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential Class A and Class B Ordinary Shares (e.g., convertible securities) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Dilutive potential ordinary shares also consist of the average number of incremental shares of Class A and Class B Ordinary Shares issuable upon the exercise of the stock options and warrants. Potential Class A and Class B Ordinary Shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.
Fair value measurements
Fair value is defined as the price that would be received for an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. Valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. When determining the fair value measurements for assets and liabilities, we consider the principal or most advantageous market in which it would transact and consider assumptions that market participants would use when pricing the asset or liability. The following summarizes the three levels of inputs required to measure fair value, of which the first two are considered observable and the third is considered unobservable:
Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
Transfers of financial assets
The Company accounts for transfers of financial assets as sales when it has surrendered control over the related assets. Whether control has been relinquished requires, among other things, an evaluation of relevant legal considerations and an assessment of the nature and extent of the Company’s continuing involvement with the assets transferred. Gains and losses stemming from transfers reported as sales are included in the accompanying statements of income. Assets obtained and liabilities incurred in connection with transfers reported as sales are initially recognized in the balance sheet at fair value.
Transfers of financial assets that do not qualify for sale accounting are reported as secured borrowings. Accordingly, the related assets remain on the Company’s balance sheet and continue to be reported and accounted for as if the transfer had not occurred. Cash proceeds from these transfers are reported as liabilities, with attributable interest expense recognized over the life of the related transactions.
Operating leases
The
Company accounts for leases in accordance with ASC 842. The Company enters into operating leases for its office, which generally have
lease terms of up to
The Company determines if an arrangement is, or contains, a lease at inception. Operating lease assets represent the Company’s right to control the use of an identified asset for a period of time, or term, in exchange for consideration, and operating lease liabilities represent its obligation to make lease payments arising from the aforementioned right.
Operating lease right-of-use (“ROU”) assets and liabilities are initially recorded based on the present value of lease payments over the lease term, which includes the minimum unconditional term of the lease, and may include options to extend or terminate the lease when it is reasonably certain at the commencement date that such options will be exercised. As the rate implicit for each of the Company’s leases is not readily determinable, the Company uses its incremental borrowing rate, based on the information available at the lease commencement date in determining the present value of its expected lease payments. Operating lease assets also include any initial direct costs and any lease payments made prior to the lease commencement date and are reduced by any lease incentives received. The Company has elected to not separate lease and non-lease components.
Operating lease assets are amortized on a straight-line basis in operating lease expense over the lease term on the unaudited condensed consolidated statements of operations. The related amortization of ROU assets along with the change in the operating lease liabilities are separately presented within the cash flows from operating activities on the unaudited condensed consolidated statements of cash flows. The Company records lease expense for operating leases on a straight-line basis over the lease term.
The
Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews
the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the
asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset
from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount
of operating lease liabilities in any tested asset group and include the associated operating lease payments in the undiscounted future
pre-tax cash flows. For the six months ended June 30, 2026 and 2025, the Company did
Related parties
Parties, which can be a corporation or individual, or have the ability to influence the Company, are considered as related if the Company 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. Companies are also considered to be related if they are subject to common control or common significant influence.
Recent accounting pronouncements not yet adopted
The Company 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 Company meets the definition of an emerging growth company 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. As a result of the Company’s selection to use the extended transaction period for complying with new or revised accounting standards, the Company’s unaudited condensed consolidated financial statements may not be comparable to companies that comply with public company effective dates.
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 to disclose additional information about specific expense categories. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, with early adoption permitted and should be applied either prospectively or retroactively. The Company is expected to adopt this ASU on January 1, 2027. The Company is currently evaluating the potential impact of adopting this new guidance on its unaudited condensed consolidated financial statements and related disclosures.
Recently adopted accounting pronouncements
In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. The Company adopted this ASU on January 1, 2025. See Note 14 – Income taxes.
In March 2024, the FASB issued Accounting Standards Update (ASU) 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements. The amendments in this ASU remove references to various FASB Concepts Statements from the Accounting Standards Codification to avoid the potential for such references to override authoritative guidance. The ASU does not create new accounting requirements but clarifies existing guidance and improves the Codification’s clarity and consistency. ASU 2024-02 is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. Early adoption is permitted. The Company adoption of this ASU on January 1, 2025 did not have a material impact on its unaudited condensed consolidated financial statements.
Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated balance sheets, statements of operations and comprehensive loss and statements of cash flows.
Note 3 – Accounts receivable, net
Accounts receivable, net consist of the following:
As of June 30, 2026 | As of December 31, 2025 | |||||||
| US$ | US$ | |||||||
| Accounts receivable | $ | $ | ||||||
| Less: Allowance for credit losses | ( | ) | ||||||
| Accounts receivable, net | $ | $ | ||||||
Movements of allowance for credit losses are as follows:
| June 30, 2026 | December 31, 2025 | |||||||
| US$ | US$ | |||||||
| Beginning balance | $ | $ | ||||||
| Allowance for credit losses | ||||||||
| Recovery of credit losses | ( | ) | ||||||
| Write-off | ( | ) | ||||||
| Ending balance | $ | $ | ||||||
Note 4 – Other receivables
Other receivables consist of the following:
As of June 30, 2026 | As of December 31, 2025 | |||||||
| US$ | US$ | |||||||
| Sales, goods and services taxes receivables | $ | $ | ||||||
| Refund receivable(1) | ||||||||
| Employee advances and others | ||||||||
| Other receivables | $ | $ | ||||||
| (1) |
Note 5 – Loan receivable
Loan receivable consists of the following:
| Lender Name | Maturities | Interest | Collateral/ Guarantee | As of June 30, 2026 | As of December 31, 2025 | ||||||||||
| US$ | US$ | ||||||||||||||
| Allen Peter Anthony | $ | $ | |||||||||||||
| Loan receivable | $ | $ | |||||||||||||
Note 6 – Prepayments and other current assets
Prepayments and other current assets consist of the following:
As of June 30, 2026 | As of December 31, 2025 | |||||||
| US$ | US$ | |||||||
| Prepaid expenses | $ | $ | ||||||
| Prepaid taxes | ||||||||
| Security deposits | ||||||||
| Prepayments and other current assets | $ | $ | ||||||
Prepaid
expenses include US$
Prepayments
to a related party of US$
Note 7 – Property and equipment, net
Property and equipment, net consist of the following:
As of June 30, 2026 | As of December 31, 2025 | |||||||
| US$ | US$ | |||||||
| Office equipment | $ | $ | ||||||
| Furniture and fixtures | ||||||||
| Subtotal | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Total property and equipment, net | $ | $ | ||||||
Depreciation
expense for the six months ended June 30, 2026 and 2025 amounted to US$
Note 8 – Credit facilities
Long term loans - bank
Outstanding balances on bank loans consist of the following:
| Bank Name | Repayment terms | Interest Rate | Collateral/ Guarantee | As of June 30, 2026 | As of December 31, 2025 | |||||||||||
| US$ | US$ | |||||||||||||||
| United Overseas Bank Limited | % | $ | $ | |||||||||||||
| DBS Bank Ltd | % | |||||||||||||||
| Total long-term loans – bank | ||||||||||||||||
| Less: Current portion | ( | ) | ( | ) | ||||||||||||
| Total | $ | $ | ||||||||||||||
Senior note payable
Outstanding balances on senior note payable consist of the following:
| Name of Noteholder | Maturity date | As of June 30, 2026 | As of December 31, 2025 | |||||||
| US$ | US$ | |||||||||
| North Commerce Parkway Capital LP | $ | $ | ||||||||
| TQ Master Fund LP | ||||||||||
| Total | $ | $ | ||||||||
| (1) |
During
the six months ended June 2026, the Company recognized amortization of debt discount associated with the senior note payable totaling
US$
Short-term loans – third parties
Outstanding balances on short term loans – third parties consist of the following:
| Lender Name | Maturities | Interest Rate | Collateral/ Guarantee | As of June 30, 2026 | As of December 31, 2025 | |||||||||||||
| US$ | US$ | |||||||||||||||||
| Zeng Li Ren | %(1) | None | ||||||||||||||||
| Lee Kim Tah Foundation | %(3) | None | ||||||||||||||||
| Tan Tin Wee | %(3) | None | ||||||||||||||||
| Le Phu Khanh Huy | %(2) | None | ||||||||||||||||
| Oh Sock Ping | %(3) | None | ||||||||||||||||
| Yee Kee | %(2) | None | ||||||||||||||||
| Lim Li Wen Chloe | %(1) | None | ||||||||||||||||
| Lew Hui Pau | %(2) | None | ||||||||||||||||
| Teo Tian Seng | %(2) | None | ||||||||||||||||
| Kang Yan Pte. Ltd. | %(2) | None | ||||||||||||||||
| Zhu Zhi Qing | %(2) | None | ||||||||||||||||
| Yee Sze Wei | %(2) | None | ||||||||||||||||
| Loo Tze Kian | %(2) | None | ||||||||||||||||
| Tan Choon Huat | %(2) | None | ||||||||||||||||
| Kan Yut Keong | %(1) | None | ||||||||||||||||
| Peh Ee Hong | %(2) | None | ||||||||||||||||
| Peh Ee Hong (Max Union) | % | None | ||||||||||||||||
| Alok Mishra | %(1) | None | ||||||||||||||||
| Gurbinder Singh | %(1) | None | ||||||||||||||||
| Jarrod Seah Chi Nam | %(2) | None | ||||||||||||||||
| Yap Poh Jin Bryan | %(1) | None | ||||||||||||||||
| Yvonne Lee | %(1) | None | ||||||||||||||||
| Exchange rate different | ||||||||||||||||||
| Total short-term loans – third parties | $ | $ | ||||||||||||||||
Notes:
| (1) | |
| (2) | |
| (3) |
Amortization
of discount on debt instruments in connection with the short term loans – third parties for the six months ended June 30, 2026
and 2025 amounted to and US$
Convertible notes
The
Company entered into a series of convertible note agreements with a group of investors and received approximately US$
The
Company determined the C-D notes are within the scope of ASC 480 as the total number of shares to be issued are not known at inception
until the issuance price of the next round of equity financing would take place. The Company also determined that the embedded conversions
in the C-D Notes meets the scope exception to be considered indexed to a reporting’s own stock based on the two-step approach in
accordance with ASC 815-40-15 and does not require to be separately accounted for as a derivative. As a result, the Company classified
the C-D Notes as a debt instrument in its entirety. In March 2023, the Company converted the full balance of US$
In
April and May 2024, the Company entered into five convertible note agreements with four investors and received approximately US$
In
August and November 2024, the Company entered into four convertible note agreements with three investors and received approximately US$
In
February 2025, the Company signed the Amendment to the convertible note agreements for the aforementioned nine convertible notes to extend
the maturity date to be due in June 2026.
In
April 2025, the Company entered into two convertible note agreements with two investors and received approximately US$0.1 million aggregate
principal amount convertible promissory notes with a conversion term of 6 months after the completion of the Company’s initial
public offerings.
As
of June 30, 2026 and December 31, 2025, convertible notes balance amounted to US$
Interest
expenses in connection with the forementioned loans and convertible notes for the six months ended June 30, 2026 and 2025 amounted to
US$
Note 9 – Other payables and accrued liabilities
Other payables and accrued liabilities consist of the following:
As of June 30, 2026 | As of December 31, 2025 | |||||||
| US$ | US$ | |||||||
| Accrued expenses | $ | $ | ||||||
| Accrued payroll | ||||||||
| Accrued interest (1) | ||||||||
| Accrued taxes payable | ||||||||
| Accrued professional fees | ||||||||
| Secured borrowings – recourse factoring liabilities (2) | ||||||||
| Payables to third-party vendors or service providers for administrative activities | ||||||||
| Reimbursement payables to employees | ||||||||
| Refundable deposit | ||||||||
| Total other payables and accrued liabilities | $ | $ | ||||||
| (1) | ||
| (2) |
Note 10 – Related party transactions
Related party balances
As
of June 30, 2026, VD Capital Pty. Ltd. was a related party with
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. | Prepayments of consulting services for corporate development, capital management and fundraising | $ | $ | |||||||||
| Total | $ | $ | ||||||||||
On
October 3, 2025, the Company entered into a service agreement (the “Service Agreement”) with VD Capital Pty. Ltd., a related
party holding an
For
the six months ended June 30, 2026, the Company recognized US$
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 | Working capital loan | $ | $ | |||||||||||
| Kheng Ee Lennon Teng | Working capital loan | |||||||||||||
| Wilson Chandra | Non-interest bearing and due on demand | Working capital loan | ||||||||||||
| Franklin Capital Enterprise Ltd. | Working capital loan | |||||||||||||
| Exchange rate difference | ||||||||||||||
| Total | $ | $ | ||||||||||||
| (1) | |
| (2) |
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 | Employee reimbursement | $ | $ | |||||||||
| Le Truong Vinh Phu | Employee reimbursement | |||||||||||
| Kheng Ee Lennon Teng | Interest Accrual – Related Parties | |||||||||||
| Wilson Chandra | Interest Accrual – Related Parties | |||||||||||
| Abhishek Kumar | Employee reimbursement | |||||||||||
| Franklin Capital Enterprise Ltd | Interest Accrual – Related Parties | |||||||||||
| Khar Heng Choo | Employee reimbursement | |||||||||||
| Total | $ | $ | ||||||||||
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. | Consulting services for corporate development, capital management and fundraising | $ | $ | |||||||||
| Total | $ | $ | ||||||||||
On
October 3, 2025, the Company entered into a service agreement (the “Service Agreement”) with VD Capital Pty. Ltd., a related
party holding an
As
of June 30, 2026, the remaining balance of US$
Note 11 – Leases
On
November 29, 2022, KNOREX MY entered into a lease agreement of the office in Malaysia. The lease term was from December 1, 2022 to November
30, 2024. The lease payments are approximately $
On
December 30, 2022, KNOREX VN entered into a lease agreement of the office in Vietnam. The lease term was from January 1, 2023 to December
31, 2024. The lease payments are approximately $
On
January 6, 2024, KNOREX IN entered into a lease agreement of the office in India. The lease term was from January 15, 2024 to January
14, 2029. The lease payments are approximately $
The components of the lease expenses consist of the following:
| For the Six Months Ended | ||||||||
| June 30, 2026 | June 30, 2025 | |||||||
| US$ | US$ | |||||||
| Operating lease cost | ||||||||
| Lease expenses | $ | $ | ||||||
| Lease expenses – short-term | ||||||||
| Total lease expenses | $ | $ | ||||||
Weighted-average remaining term and discount rate related to leases were as follows:
| As of | As of | |||||||
| June 30, 2026 | December 31, 2025 | |||||||
| US$ | US$ | |||||||
| Weighted-average remaining term | ||||||||
| Operating lease | ||||||||
| Weighted-average discount rate | ||||||||
| Operating lease | % | % | ||||||
The following table sets forth the Company’s minimum lease payments in future periods as of June 30, 2026:
| Operating lease | Short-term lease | |||||||||||
| payments | payments | Total | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Twelve months ending June 30, 2027 | $ | $ | $ | |||||||||
| Twelve months ending June 30, 2028 | ||||||||||||
| Twelve months ending June 30, 2029 | ||||||||||||
| Total minimum lease payments | ||||||||||||
| Less: discount | ( | ) | ( | ) | ||||||||
| Present value of minimum lease payments | ||||||||||||
| Less: minimum lease payments, current | ( | ) | ( | ) | ( | ) | ||||||
| Minimum lease payments, non-current | $ | $ | $ | |||||||||
Note 12 – Shareholders’ equity
Class A and B Ordinary shares
The Company is authorized to issue shares of Class A Ordinary Shares of par value $ each and shares of Class B Ordinary Shares of par value $ each.
Holders of our Class A Ordinary Shares and Class B Ordinary Shares will have the same rights except for voting and conversion rights. Except for any resolutions to be passed for the purpose of extending the five-year period from the date of issuance of the relevant Class B ordinary shares (subject to any extension) following which such Class B Ordinary Shares shall be automatically and immediately converted into an equal number of Class A Ordinary shares (“Class B Validity Period”), each Class A Ordinary Share shall entitle the holder thereof to one vote on all matters subject to vote at our general meetings and each Class B Ordinary Share shall entitle the holder thereof to five votes on all matters subject to vote at our general meetings. In relation to any resolutions to be passed for the purpose of extending the Class B Validity Period, each Class A Ordinary Share shall entitle the holder thereof to one vote and each Class B Ordinary Share shall entitle the holder thereof to one vote.
Class B Ordinary Shares shall be automatically and immediately converted into an equal number of Class A Ordinary Shares upon (i) the expiration of the Class B Validity Period, and (ii) the transfer of Class B Ordinary Shares. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances.
No
Class B Ordinary Share shall be transferred within the first two years from the date of its issuance unless prior written consent from
all the Directors is obtained. Upon any transfer of Class B Ordinary Shares, such Class B Ordinary Shares shall be converted automatically
to Class A Ordinary Shares. Class B Ordinary Shares are valid for
On
September 30, 2025, the Company closed of its initial public offering of an aggregate of Class A ordinary shares at a public
offering price of $ per share for aggregate gross proceeds of $
As of June 30, 2026 and December 31, 2025, the Company had Class A Ordinary Shares issued and outstanding.
As of June 30, 2026 and December 31, 2025, the Company had Class B Ordinary Shares issued and outstanding.
Warrants
In
January 2025, a batch of warrants were cancelled and reissued with expiry dates of between March 4, 2026 and December 19, 2027,
and exercise price of between US$ and US$. A second batch of warrants was cancelled and reissued with exercise price
of US$ and expiry date of with an additional
In
January 2025, a total of warrants were exercised to subscribe for Class A Ordinary Shares for a total consideration of
approximately US$
In
June 2025, a total of
During the six months ended June 30, 2026, outstanding warrants expired without being exercised, resulting in their cancellation.
The summary of warrant’s activity is as follows:
Warrants Outstanding | Warrants Exercisable | Class A Ordinary Shares Issuable | Weighted Average Exercise Price | Average Remaining Contractual Life (in years) | ||||||||||||||||
| US$ | ||||||||||||||||||||
| December 31, 2025 | $ | |||||||||||||||||||
| Granted | $ | - | ||||||||||||||||||
| Expired | ( | ) | ( | ) | ( | ) | $ | - | ||||||||||||
| Exercised | $ | - | ||||||||||||||||||
| June 30, 2026 | $ | |||||||||||||||||||
| December 31, 2024 | $ | |||||||||||||||||||
| Granted | $ | |||||||||||||||||||
| Expired | ( | ) | ( | ) | ( | ) | $ | - | ||||||||||||
| Exercised | ( | ) | ( | ) | ( | ) | $ | - | ||||||||||||
| June 30, 2025 | $ | |||||||||||||||||||
The Company computes earnings (loss) per share of Class A Ordinary Shares and Class B Ordinary Shares using the two-class method. Except as voting rights as discussed in Note 12, all other rights, including the liquidation and dividend rights, of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical. As a result, the undistributed loss for each year is allocated based on the contractual participation rights of the Class A Ordinary Shares and Class B Ordinary Shares as if the earnings for the year had been distributed. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis.
For the Six Months Ended June 30, 2026 | ||||||||
Class A Ordinary Shares | Class B Ordinary Shares | |||||||
| US$ | US$ | |||||||
| Basic and diluted loss per share: | ||||||||
| Numerator | ||||||||
| Allocation of undistributed loss | $ | ( | ) | $ | ( | ) | ||
| Denominator | ||||||||
| Number of shares used in per share computation | ||||||||
| Basic and diluted loss per share | $ | ) | $ | ) | ||||
For the Six Months Ended June 30, 2025 | ||||||||
Class A Ordinary Shares | Class B Ordinary Shares | |||||||
| US$ | US$ | |||||||
| Basic and diluted loss per share: | ||||||||
| Numerator | ||||||||
| Allocation of undistributed loss | $ | ( | ) | $ | ( | ) | ||
| Denominator | ||||||||
| Number of shares used in per share computation | ||||||||
| Basic and diluted loss per share | $ | ) | $ | ) | ||||
For the six months ended June 30, 2026, the Company had dilutive securities from the outstanding convertible notes and warrants that are convertible into and of the Company’s Class A Ordinary Shares, respectively, were not included in the computation of dilutive loss per share because the inclusion of such convertible notes and warrants would be anti-dilutive.
| Warrants | Convertible Notes | Total | ||||||||||
| Common Stock subject to outstanding: | ||||||||||||
| For six months ended June 30, 2026 | ||||||||||||
| For six months ended June 30, 2025 | ||||||||||||
Note 14 – Income taxes
United States
KNOREX
US was incorporated in the State of Delaware and holds its operation in the state of California. KNOREX US is subject to a federal income
tax rate of
Singapore
KNOREX
SG is incorporated in Singapore and is subject to Singapore income tax on the taxable income as reported in its statutory financial statements
adjusted in accordance with relevant Singapore tax laws. The applicable tax rate is
Vietnam
The
Company’s subsidiary operating in Vietnam is subject to the Vietnam Income Tax at a standard income tax rate of
Other Countries
The Company’s other subsidiaries with operations in other countries (Malaysia, Australia, India, and China) are insignificant to its operations for the six months ended June 30, 2026 and 2025.
The United States and foreign components of loss before income taxes were comprised of the following:
For the Six Months Ended June 30, 2026 | For the Six Months Ended June 30, 2025 | |||||||
| US$ | US$ | |||||||
| U.S. loss | $ | ( | ) | $ | ( | ) | ||
| Foreign loss | ( | ) | ( | ) | ||||
| Total loss before income taxes | $ | ( | ) | $ | ( | ) | ||
The provision for income taxes consisted of the following:
For the Six Months Ended June 30, 2026 |
For the Six Months Ended June 30, 2025 |
|||||||
| US$ | US$ | |||||||
| Current | $ | $ | ||||||
| Federal | ||||||||
| State | ||||||||
| Foreign | ||||||||
| Deferred | ||||||||
| Federal | ||||||||
| State | ||||||||
| Foreign | ||||||||
| Provision for income taxes | $ | $ | ||||||
The following table sets forth the significant components of the aggregate deferred tax assets of the Company:
As of June 30, 2026 |
As of December 31, 2025 |
|||||||
| US$ | US$ | |||||||
| Deferred Tax Assets | ||||||||
| Net operating loss carryforwards – U.S. | $ | $ | ||||||
| Net operating loss carryforwards – Singapore | ||||||||
| Net operating loss carryforwards – Other counties | ||||||||
| Less: valuation allowance | ( |
) | ( |
) | ||||
| Deferred tax assets, net | $ | $ | ||||||
As
of June 30, 2026 and December 31, 2025, the Company had net operating losses carry forward of approximately US$
As
of June 30, 2026 and December 31, 2025, the Company and its Singapore subsidiary had net operating losses carry forward of approximately
US$
The following is a supplemental schedule of cash paid for income taxes:
For the Six Months Ended June 30, | ||||||||
2026 (Unaudited) | 2025 (Unaudited) | |||||||
| Cash paid during the period for income taxes, net of refunds: | ||||||||
| Federal | $ | $ | ||||||
| State and local | ||||||||
| Foreign | ||||||||
| Total cash paid during the period for income taxes | $ | $ | ||||||
Uncertain tax positions
The
Company 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 Company
did
Note 15 – Concentrations of risks
(a) Major customers
For
the six months ended June 30, 2026, three customers individually accounted for approximately
(b) Major vendors
For
the six months ended June 30, 2026, two vendors individually accounted for approximately
(c) Credit risk
Financial
instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. The Federal
Deposit Insurance Corporation (FDIC) standard insurance amount is up to US$
The
Singapore Deposit Insurance Corporation Limited (SDIC) insures deposits in a Deposit Insurance (DI) Scheme member bank or finance company
up to approximately US$
The Company’s cash balance in other countries (Malaysia, Vietnam, Australia, India, and China) are insignificant to its operations as of June 30, 2026 and December 31, 2025.
The Company is also exposed to risk from accounts receivable and other receivables. These assets are subjected to credit evaluations. An allowance has been made for estimated unrecoverable amounts which have been determined by reference to past default experience and the current economic environment.
Note 16 – Commitments and contingencies
Legal contingencies
From time to time, the Company is party to certain legal proceedings, as well as certain asserted and unasserted claims. Amounts accrued, as well as the total amount of reasonably possible losses with respect to such matters, individually and in aggregate, are not deemed to be material to the unaudited condensed consolidated financial statements.
The
Company was subject to an employment-related claim arising prior to June 30, 2026. Subsequent to June 30, 2026, the matter was settled
for approximately US$
Note 17 – Segment information
The
Company operates as
Disaggregated information of revenues by services is as follows:
| For the Six Months Ended | ||||||||
| June 30, 2026 | June 30, 2025 | |||||||
| US$ | US$ | |||||||
| Platform subscription fee | $ | $ | ||||||
| Platform services | ||||||||
| Managed activations and professional services | ||||||||
| Total revenues | $ | $ | ||||||
| For the Six Months Ended | ||||||||
| June 30, 2026 | June 30, 2025 | |||||||
| US$ | US$ | |||||||
| U.S. | $ | $ | ||||||
| Singapore | ||||||||
| Total revenues | $ | $ | ||||||
In addition, the key measure of segment profitability that the CODM uses to allocate resources and assess performance is net loss, as reported on the statements of operations. The following table presents the significant revenue and expense categories of the Company’s single operating segment:
| For the Six Months Ended | ||||||||
| June 30, 2026 | June 30, 2025 | |||||||
| US$ | US$ | |||||||
| Revenue | $ | $ | ||||||
| Media costs | ( | ) | ( | ) | ||||
| Data costs | ( | ) | ( | ) | ||||
| Infrastructure costs | ( | ) | ( | ) | ||||
| Salary and benefits costs | ( | ) | ( | ) | ||||
| Amortization of capitalized software development costs | ( | ) | ( | ) | ||||
| Professional fees | ( | ) | ( | ) | ||||
| Other cost of revenue | ( | ) | ( | ) | ||||
| Other platform operations expenses | ( | ) | ( | ) | ||||
| Other sales and marketing expenses | ( | ) | ( | ) | ||||
| Other technology and development expenses | ( | ) | ( | ) | ||||
| Other general and administrative expenses | ( | ) | ( | ) | ||||
| Other segment expenses | ( | ) | ( | ) | ||||
| Provision for income taxes | ( | ) | ( | ) | ||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
Note 18 – Subsequent events
The Company evaluated subsequent events and transactions that occurred after the date of these unaudited condensed consolidated financial statements were issued. Based on this review, except as disclosed below, the Company did not identify any other subsequent events that would require adjustment or disclosure in the unaudited condensed consolidated financial statements.
The
Company was subject to an employment-related claim arising prior to June 30, 2026. Subsequent to June 30, 2026, the matter was settled
for approximately US$
The Company was involved in litigation arising from
a commercial dispute prior to June 30, 2026. Subsequent to June 30, 2026, the parties reached a settlement agreement to resolve all claims
and counterclaims relating to the matter, without any admission of wrongdoing. Under the terms of the settlement, the Company is entitled
to receive an aggregate amount of US$
On July 22, 2026, the Company entered into Amendment No. 1 to the Share Purchase Agreement, with the Investors. The amendment amended Section 11.04 of the ELOC Agreement to revise the fees payable by the Company thereunder. Specifically, in addition to the legal and structuring fee of $ previously paid, the Company is now required to pay a commitment fee to the Investors in the form of Ordinary Shares with an aggregate market value equal to $ (the “Commitment Fee”). The Commitment Fee is to be paid in three equal monthly installments, commencing on the effective date of the registration statement registering the Commitment Shares, with the number of shares issuable on each payment date determined based on the VWAP of the Ordinary Shares for the three consecutive trading days immediately prior to such payment date. The Commitment Fee is fully earned and nonrefundable, regardless of whether any purchases are made under the ELOC Agreement or the agreement is subsequently terminated. Except as expressly amended, the ELOC Agreement remains in full force and effect.
On
September 29, 2026, the Company issued multiple Intraday Purchase Notices under the ELOC facility. Pursuant to these notices and the
related settlement documents, the Company issued an aggregate of Class A Ordinary Shares to the Investors at a purchase price
of $ per share, generating gross proceeds of $
On
October 2, 2026, the Company entered into an Exchange Agreement with the existing noteholders pursuant to Section 3(a)(9) of the Securities
Act of 1933, as amended. Under the Exchange Agreement, the Company exchanged the existing senior unsecured notes (aggregate principal
amount of $