Exhibit 99.1

MINDENERGY AI TECHNOLOGY PTE. LTD.

INDEX TO FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Directors and Stockholders of

MindEnergy AI Technology Pte. Ltd.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of MindEnergy AI Technology Pte. Ltd. (the “Company”) as of June 30, 2024 and 2023, and the related statements of operations and comprehensive loss, change in stockholders’ equity, and cash flows for the year ended June 30, 2024 and for the period from May 15, 2023 (date of incorporation) to June 30, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024 and 2023, and the results of its operations and its cash flows for the year ended June 30, 2024 and for the period from May 15, 2023 (date of incorporation) to June 30, 2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ KD & Co.

We have served as the Company’s auditor since 2025

Hong Kong, China

May 23, 2025

PCAOB ID: 7137

MINDENERGY AI TECHNOLOGY PTE. LTD.

Balance Sheets

The accompanying notes are an integral part of these financial statements.

MINDENERGY AI TECHNOLOGY PTE. LTD.

Statements of Operations and Comprehensive Loss

The accompanying notes are an integral part of these financial statements.

MINDENERGY AI TECHNOLOGY PTE. LTD.

Statements of Shareholders’ Equity

For the year ended June 30, 2024

For the period from May 15, 2023 (date of incorporation) to June 30, 2023

The accompanying notes are an integral part of these financial statements.

MINDENERGY AI TECHNOLOGY PTE. LTD.

Statements of Cash Flows

The accompanying notes are an integral part of these financial statements.

MINDENERGY AI TECHNOLOGY PTE. LTD.

FOR THE YEAR ENDED JUNE 30, 2024

NOTES TO FINANCIAL STATEMENTS

Note 1 – Organization and Business Description

MindEnergy AI Technology Pte. Ltd. (the “Company”) was incorporated in Singapore on May 15, 2023, as a private company limited by shares under the Singapore Companies Act 1967. The Company’s registered office is located in Singapore.

The Company is principally engaged in the development and commercialization of artificial intelligence (AI) technologies, including AI-powered software platforms, enterprise-level automation services, and digital transformation solutions. Its operations include software development, licensing, and implementation of intelligent automation tools for corporate and institutional clients.

The Company was initially established by Mr. Geng Xuesong, who served as the founding shareholder and director. On February 26, 2025, Mr. Ma Chao, a Grenadian national, acquired 100% of the Company’s issued share capital and became the sole shareholder. Subsequently, on March 12, 2025, the Company entered into a Share Purchase Agreement with Junee Limited, a foreign private issuer listed with the U.S. Securities and Exchange Commission, under which Junee Limited acquired a 51% controlling interest in the Company. A second Share Purchase Agreement was signed on April 29, 2025, pursuant to which Junee Limited agreed to acquire the remaining 49% interest. On May 8, 2025, Junee Limited became the sole shareholder and parent company of MindEnergy AI Technology Pte. Ltd.

These financial statements reflect the financial position and results of operations of the Company as a standalone entity, prior to the change in control. The financial statements have been prepared on a going concern basis, assuming the Company will continue to operate in the foreseeable future.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

Use of Estimates

The preparation of the Company’s financial statements in conformity with generally accepted accounting principles of the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Actual results could differ from those estimates.

Foreign Currency Translation

The Company’s financial statements are presented in the U.S. dollar ($), which is the Company’s reporting currency. The Company use Singapore Dollar (“SGD”) as its functional currency. Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of transaction. Any differences between the initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency transaction in the statements of income. Monetary assets and liabilities denominated in foreign currency are translated at the functional currency rate of exchange ruling at the balance sheet date. Any differences are taken to profit or loss as a gain or loss on foreign currency translation in the statements of income.

In accordance with ASC 830, Foreign Currency Matters, the Company translated the assets and liabilities into U.S. dollar using the rate of exchange prevailing at the applicable balance sheet date and the statements of income and cash flows are translated at an average rate during the reporting period. Adjustments resulting from the translation are recorded in shareholders’ equity as part of accumulated other comprehensive income.

Fair Value Measurements

ASC Topic 820, Fair Value Measurement and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This topic also establishes a fair value hierarchy, which requires classification based on observable and unobservable inputs when measuring fair value. Certain current assets and current liabilities are financial instruments. Management believes their carrying amounts are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and, if applicable, their current interest rates are equivalent to interest rates currently available. The three levels of valuation hierarchy are defined as follows:

The carrying amounts of financial assets and liabilities, such as balance with related parties approximate their fair values because of the short maturity of these instruments or the rate of interest of these instruments approximate the market rate of interest.

Cash and Cash Equivalents

Cash and cash equivalents represent cash on hand, demand deposits, and other short-term highly liquid investments placed with banks, which have original maturities of three months or less and are readily convertible to known amounts of cash. 

Income Tax

The Company uses the asset and liability method of accounting for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, “Income Taxes” (“ASC 740”). Under this method, income tax expense is recognized as the amount of: (i) taxes payable or refundable for the current year and (ii) future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Subscription Receivable

The Company records stock issuances at the effective date. If the subscription is not funded upon issuance, the Company records a subscription receivable as an asset on the balance sheet. When subscription receivables are not received prior to the issuance of financial statements at a reporting date in satisfaction of the requirements under Accounting Standard Codification (“ASC”) 505-10-45-2, Other transactions with shareholders, the stock subscription receivable is reclassified as a contra account to stockholders’ equity (deficit) on the balance sheet.

Note 3 – Income Tax

The Company’s effective income tax rates were 0% for the year ended June 30, 2024 and for the period from May 15, 2023 (date of incorporation) to June 30, 2023. The applicable rates of income taxes are as follows:

The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. A valuation allowance will be maintained until sufficient positive evidence exists to support the reversal of any portion or all of the valuation allowance.

Note 4 – Stockholders’ Equity

The Company is authorized under its Constitution to issue ordinary shares without par value, denominated in SGD or USD. Each ordinary share carries one vote on matters submitted to shareholders. There is no statutory limit on the number of shares the Company may issue.

On May 15, 2023, the Company issued 10,000 ordinary shares denominated in SGD for a total subscription amount of SGD 10,000. These shares were fully paid upon issuance.

On May 3, 2024, the Company issued 15,000 ordinary shares denominated in USD for a total subscription amount of $20,000,000. At the time of issuance, $1,000,000 was received in cash, and $19,000,000 remained unpaid. As of June 30, 2024, the unpaid amount was recorded as subscription receivable from shareholders.

Note 5 – Leases

Operating leases as lessee

As of June 30, 2024, the Company has operating leases recorded on its balance sheets for office spaces that expire on June 12, 2027.

The following table shows right-of-use asset and operating lease liability, and the associated financial statement line items as of June 30, 2024 and 2023:

Information relating to operating lease activities for the year ended June 30, 2024 and for the period from May 15, 2023 (date of incorporation) to June 30, 2023 are as follows:

Maturities of lease liability were as follows:

Note 6 – Related Party Transactions

There were no related party transactions during the year ended June 30, 2024, and no related party balances as of that date.

Note 7 – Subsequent Events

On August 19, 2024, the Company received the remaining $19,000,000 subscription amount related to the issuance of 15,000 ordinary shares denominated in USD. As a result, all issued shares of the Company became fully paid as of that date.

On September 4, 2024, the Company entered into a loan agreement with Mr. Ma Chao, under which it extended a loan of USD 19,000,000 at an interest rate of 7.5% per annum, with repayment originally due on March 10, 2025. At the time of the loan, Mr. Ma Chao was not a shareholder or related party of the Company. Subsequently, on March 9, 2025, the Company and Mr. Ma Chao entered into a supplemental agreement to extend the loan’s repayment date to March 10, 2026, with all other terms and conditions of the original agreement remaining unchanged and in full force.

On February 26, 2025, Mr. Ma Chao, a Grenadian national, acquired 100% of the Company’s issued share capital and became the sole shareholder. From that date onward, transactions with Mr. Ma Chao are considered related party transactions.

Subsequently, on March 12, 2025, the Company entered into a Share Purchase Agreement with Junee Limited, a foreign private issuer listed with the U.S. Securities and Exchange Commission. Under the agreement, Junee Limited acquired a 51% controlling interest in the Company.

On April 29, 2025, a second Share Purchase Agreement was signed, under which Junee Limited agreed to acquire the remaining 49% interest in the Company.

On May 8, 2025, Junee Limited became the sole shareholder and parent company of MindEnergy AI Technology Pte. Ltd.

F-11

Exhibit 99.2

MINDENERGY AI TECHNOLOGY PTE. LTD.

INDEX TO FINANCIAL STATEMENTS

MINDENERGY AI TECHNOLOGY PTE. LTD.

Balance Sheets

The accompanying notes are an integral part of these financial statements.

MINDENERGY AI TECHNOLOGY PTE. LTD.

Statements of Operations and Comprehensive Loss

The accompanying notes are an integral part of these financial statements.

MINDENERGY AI TECHNOLOGY PTE. LTD.

Statements of Shareholders’ Equity

For the six months ended December 31, 2024

For the six months ended December 31, 2023

The accompanying notes are an integral part of these financial statements.

MINDENERGY AI TECHNOLOGY PTE. LTD.

Statements of Cash Flows

The accompanying notes are an integral part of these financial statements.

MINDENERGY AI TECHNOLOGY PTE. LTD.

FOR THE SIX MONTHS ENDED DECEMBER 31, 2024

NOTES TO FINANCIAL STATEMENTS

Note 1 – Organization and Business Description

MindEnergy AI Technology Pte. Ltd. (the “Company”) was incorporated in Singapore on May 15, 2023, as a private company limited by shares under the Singapore Companies Act 1967. The Company’s registered office is located in Singapore.

The Company is principally engaged in the development and commercialization of artificial intelligence (AI) technologies, including AI-powered software platforms, enterprise-level automation services, and digital transformation solutions. Its operations include software development, licensing, and implementation of intelligent automation tools for corporate and institutional clients.

The Company was initially established by Mr. Geng Xuesong, who served as the founding shareholder and director. On February 26, 2025, Mr. Ma Chao, a Grenadian national, acquired 100% of the Company’s issued share capital and became the sole shareholder. Subsequently, on March 12, 2025, the Company entered into a Share Purchase Agreement with Junee Limited, a foreign private issuer listed with the U.S. Securities and Exchange Commission, under which Junee Limited acquired a 51% controlling interest in the Company. A second Share Purchase Agreement was signed on April 29, 2025, pursuant to which Junee Limited agreed to acquire the remaining 49% interest. On May 8, 2025, Junee Limited became the sole shareholder and parent company of MindEnergy AI Technology Pte. Ltd.

These financial statements reflect the financial position and results of operations of the Company as a standalone entity, prior to the change in control. The financial statements have been prepared on a going concern basis, assuming the Company will continue to operate in the foreseeable future.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

Use of Estimates

The preparation of the Company’s financial statements in conformity with generally accepted accounting principles of the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Actual results could differ from those estimates.

Foreign Currency Translation

The Company’s financial statements are presented in the U.S. dollar ($), which is the Company’s reporting currency. The Company use Singapore Dollar (“SGD”) as its functional currency. Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of transaction. Any differences between the initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency transaction in the statements of income. Monetary assets and liabilities denominated in foreign currency are translated at the functional currency rate of exchange ruling at the balance sheet date. Any differences are taken to profit or loss as a gain or loss on foreign currency translation in the statements of income.

In accordance with ASC 830, Foreign Currency Matters, the Company translated the assets and liabilities into U.S. dollar using the rate of exchange prevailing at the applicable balance sheet date and the statements of income and cash flows are translated at an average rate during the reporting period. Adjustments resulting from the translation are recorded in shareholders’ equity as part of accumulated other comprehensive income.

Fair Value Measurements

ASC Topic 820, Fair Value Measurement and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This topic also establishes a fair value hierarchy, which requires classification based on observable and unobservable inputs when measuring fair value. Certain current assets and current liabilities are financial instruments. Management believes their carrying amounts are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and, if applicable, their current interest rates are equivalent to interest rates currently available. The three levels of valuation hierarchy are defined as follows:

The carrying amounts of financial assets and liabilities, such as balance with related parties approximate their fair values because of the short maturity of these instruments or the rate of interest of these instruments approximate the market rate of interest.

Cash and Cash Equivalents

Cash and cash equivalents represent cash on hand, demand deposits, and other short-term highly liquid investments placed with banks, which have original maturities of three months or less and are readily convertible to known amounts of cash. 

Income Tax

The Company uses the asset and liability method of accounting for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, “Income Taxes” (“ASC 740”). Under this method, income tax expense is recognized as the amount of: (i) taxes payable or refundable for the current year and (ii) future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Subscription Receivable

The Company records stock issuances at the effective date. If the subscription is not funded upon issuance, the Company records a subscription receivable as an asset on the balance sheet. When subscription receivables are not received prior to the issuance of financial statements at a reporting date in satisfaction of the requirements under Accounting Standard Codification (“ASC”) 505-10-45-2, Other transactions with shareholders, the stock subscription receivable is reclassified as a contra account to stockholders’ equity (deficit) on the balance sheet.

Note 3 – Income Tax

The Company’s effective income tax rates were 0% for the six months ended December 31, 2024 and 2023. The applicable rates of income taxes are as follows:

The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. A valuation allowance will be maintained until sufficient positive evidence exists to support the reversal of any portion or all of the valuation allowance.

Note 4 – Loan Receivable

On September 4, 2024, the Company entered into a loan agreement with Mr. Ma Chao, who was an unrelated third party at that time. Pursuant to the agreement, the Company extended a loan in the amount of $19,000,000.

The loan is unsecured, bears interest at a fixed annual rate of 7.5%, and has a term of six months, maturing on March 10, 2025. The purpose of the loan was for general investment purposes.

As of December 31, 2024, the loan remained outstanding, with total accrued interest of $456,781. Accordingly, the total amount receivable from Mr. Ma Chao as of that date was $19,456,781, comprising the original principal of $19,000,000 and accrued interest of $456,781.

The Company recognized $456,781 in interest income during the six months ended December 31, 2024, in accordance with ASC 835 – Interest.

Although Mr. Ma Chao became the sole shareholder of the Company on February 26, 2025, he was not a related party as of December 31, 2024. Therefore, the loan is presented as a non-related party receivable in these financial statements. It will be reclassified as a related party balance in future periods in accordance with ASC 850 – Related Party Disclosures.

Management has evaluated the collectability of the loan under ASC 326 – Financial Instruments – Credit Losses, and determined that no allowance for credit losses was necessary as of December 31, 2024. The loan and accrued interest are classified as current assets, as the maturity date falls within 12 months of the reporting date.

Note 5 – Stockholders’ Equity

The Company is authorized under its Constitution to issue ordinary shares without par value, denominated in SGD or USD. Each ordinary share carries one vote on matters submitted to shareholders. There is no statutory limit on the number of shares the Company may issue.

On May 15, 2023, the Company issued 10,000 ordinary shares denominated in SGD for a total subscription amount of SGD 10,000. These shares were fully paid upon issuance.

On May 3, 2024, the Company issued 15,000 ordinary shares denominated in USD for a total subscription amount of $20,000,000. At the time of issuance, $1,000,000 was received in cash, and $19,000,000 remained unpaid. As of June 30, 2024, the unpaid amount was recorded as subscription receivable from shareholders.

On August 19, 2024, the remaining $19,000,000 subscription amount for the USD-denominated shares was received in full from shareholders. As of December 31, 2024, all issued shares were fully paid.

As of December 31, 2024, the Company had 10,000 fully paid ordinary shares denominated in SGD and 15,000 fully paid ordinary shares denominated in USD.

Note 6 – Property and equipment, net

Property and equipment, net is summarized as follows:

Depreciation expense for the six months ended December 31, 2024 was $1,110 and is included as a component of general and administrative expenses on the accompanying statements of operations and comprehensive loss. No depreciation expense was recognized for the six months ended December 31, 2023.

Note 7 – Leases

Operating leases as lessee

As of December 31, 2024, the Company has operating leases recorded on its balance sheets for office spaces that expire on June 12, 2027.

The following table shows right-of-use asset and operating lease liability, and the associated financial statement line items as of December 31, 2024 and June 30, 2024:

Information relating to operating lease activities for the six months ended December 31, 2024 and 2023 are as follows:

Maturities of lease liability were as follows:

Note 8 – Related Party Transactions

There were no related party transactions during the year ended December 31, 2024, and no related party balances as of that date.

Subsequent to year-end, on February 26, 2025, Mr. Ma Chao became the sole shareholder of the Company. As disclosed in Note 4 – Loan Receivable, the Company had an outstanding loan to Mr. Ma Chao as of December 31, 2024. Since he was not a related party at that date, the loan is not presented as a related party balance in these financial statements. The loan will be reclassified as a related party balance in future reporting periods in accordance with ASC 850 – Related Party Disclosures.

Note 9 – Subsequent Events

On February 26, 2025, Mr. Ma Chao, a Grenadian national, acquired 100% of the Company’s issued share capital and became the sole shareholder. From that date onward, transactions with Mr. Ma Chao are considered related party transactions.

Subsequently, on March 12, 2025, the Company entered into a Share Purchase Agreement with Junee Limited, a foreign private issuer listed with the U.S. Securities and Exchange Commission. Under the agreement, Junee Limited acquired a 51% controlling interest in the Company. On April 29, 2025, a second Share Purchase Agreement was signed, under which Junee Limited agreed to acquire the remaining 49% interest in the Company.

On May 8, 2025, Junee Limited became the sole shareholder and parent company of MindEnergy AI Technology Pte. Ltd.

On March 9, 2025, the Company and Mr. Ma Chao entered into a supplemental agreement to amend the terms of the loan agreement originally signed on September 4, 2024. Under the supplemental agreement, the repayment date of the loan amounting to $19,000,000 was extended from March 10, 2025, to March 10, 2026. All other terms and conditions of the original agreement remain unchanged and in full force.

F-11

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

INDEX TO FINANCIAL STATEMENTS

INTRODUCTION

On March 12, 2025, the Company entered into a share purchase agreement (the “1st Share Purchase Agreement”) with Ma Chao (the “Seller”). Pursuant to the 1st Share Purchase Agreement, the Company agreed to acquire 51% of the issued and outstanding shares of MindEnergy AI Technology Pte. Ltd., a private limited company incorporated in Singapore (the “Target Company” or “MindEnergy”). The transaction is expected to strengthen the Company’s strategic position in AI-driven technology solutions.

Pursuant to the 1st Share Purchase Agreement, the initial consideration shall be $250,000 and the total purchase price could be up to $9,800,000. The consideration will be paid in newly issued ordinary shares of the Company at an issuance price of $4.00 per ordinary share. Pursuant to the 1st Share Purchase Agreement, the Company shall initially issue 62,500 ordinary shares (the “Initial Issuance”) to the Seller, who shall complete all necessary regulatory filings to complete the transfer of the shares upon the Initial Issuance. As incentive for the Seller to collect and recover accounts receivable owed to the Target Company (the “AR”) within 365 days from the date of this agreement, for each amount of AR that the Seller collects for the Company post-closing, the Company shall issue to the Seller additional shares, at $4.00 per ordinary share, for which the value shall be equivalent to 51% of the collected amount, calculated based on the prevailing exchange rate at the bank on the date of collection. The maximum number of shares to be issued as consideration is up to 2,450,000.

On April 29, 2025, the Company entered into a share purchase agreement (the “2nd Share Purchase Agreement”) with the Seller to acquire the remaining 49% of the issued and outstanding shares of MindEnergy. This acquisition follows an earlier transaction where the Company acquired 51% of the Target Company pursuant to a share purchase agreement dated March 12, 2025. 

Pursuant to the 2nd Share Purchase Agreement, the initial consideration shall be $240,000 and the total purchase price could be up to $9,415,688. The consideration will be paid in newly issued ordinary shares of the Company at an issuance price of $8.00 per ordinary share. Pursuant to the 2nd Share Purchase Agreement, the Company shall initially issue 30,000 ordinary shares to the Seller. As incentive for the Seller to collect and recover accounts receivable owed to the Target Company within 365 days from the date of this agreement, for each amount of AR that the Seller collects for the Company post-closing, the Company shall issue to the Seller additional shares, at $8.00 per ordinary share, for which the value shall be equivalent to 49% of the collected amount, calculated based on the prevailing exchange rate at the bank on the date of collection. The maximum number of shares to be issued as consideration is up to 1,176,961.

After the above transactions, MindEnergy will become a wholly-owned subsidiary of the Company (the “Acquisition”).

MindEnergy is a company specializing in AI server design and software solutions, dedicated to providing efficient and sustainable computing power for generative AI and deep learning. Through this Acquisition, the Company aims to seize this rare market opportunity and accelerate its expansion into the AI training and inference servers market, marking a significant transition from traditional industries which it has been deeply engaged in over the years. Through this strategic investment, the Company will collaborate closely with MindEnergy to develop the next generation of AI training and inference servers, providing powerful and sustainable computing resources for the global AI industry.

The Company will account for the acquisition of MindEnergy as a business combination under U.S. GAAP. Under the acquisition method of accounting, the assets and liabilities of MindEnergy will be recorded as of the acquisition date, at their respective fair values, and consolidated with those of the Company. The Company issued 92,500 shares of the Company’s common stock in aggregate as set forth in the 1st Share Purchase Agreement and the 2nd Share Purchase Agreement.

The Company may also be obligated to issue up to an additional 3,534,461 shares of the Company’s common stock in aggregate as contingent consideration based on each amount of AR that the Seller collects for the Company post-closing within 365 days from the date of these agreements. The Company shall issue to the Seller additional shares, at $5.96 per ordinary share (being the weighted average of $4.00 and $8.00 per ordinary share, for which the value shall be equivalent to 51% and 49% of the collected amount, respectively), calculated based on the prevailing exchange rate at the bank on the date of collection. 

The accompanying unaudited pro forma condensed combined balance sheets as of December 31, 2024 that combines the historical consolidated balance sheets of the Company and historical balance sheets of MindEnergy gives effect to the Acquisition as if it had occurred on December 31, 2024. The unaudited pro forma condensed combined statements of operations and comprehensive loss for the six months ended December 31, 2024 and the year ended June 30, 2024, which combine the historical consolidated statements of operations and comprehensive loss of the Company and the historical statements of operations and comprehensive loss of MindEnergy assume the Acquisition occurred on July 1, 2023. 

The unaudited pro forma condensed combined financial information herein should be read in conjunction with the historical financial statements and the related notes thereto of the Company which are presented in the Annual Report on Form 20-F for the year ended June 30, 2024, filed on November 7, 2024 (File No. 001-42013), the Company’s historical unaudited condensed consolidated financial statements included in its Interim Report on Form 6-K for the six months ended December 31, 2024, filed on May 22, 2025 (File No. 001-42013), and the historical financial statements of MindEnergy which are presented as exhibits to this Form 6-K/A. 

The allocation of the purchase price as reflected in the unaudited pro forma condensed combined financial information was based on a preliminary valuation of the assets acquired and liabilities assumed, and the valuation and accounting are subject to revision as more detailed analyses are completed and additional information about the fair value of assets acquired and liabilities assumed becomes available. 

The following unaudited pro forma condensed combined financial statements are provided for illustrative purposes only and are based on available information and assumptions that the acquirer believes are reasonable. They do not purport to represent what the actual combined results of operations or the combined financial position would have been had the Acquisition occurred on the dates indicated, or on any other date, nor are they necessarily indicative of the Company’s future combined results of operations or the combined financial position after the Acquisition.

Junee Limited

Unaudited Pro Forma Condensed Combined Balance Sheets

As of December 31, 2024

(Expressed in U.S. Dollars, except for the number of shares)

See accompanying notes to unaudited pro forma condensed combined financial information.

Junee Limited

Unaudited Pro Forma Condensed Combined Statements of Operations and Comprehensive Loss

For the Six Months Ended December 31, 2024

(Expressed in U.S. Dollars, except for the number of shares)

See accompanying notes to unaudited pro forma condensed combined financial information.

Junee Limited

Unaudited Pro Forma Condensed Combined Statements of Operations and Comprehensive Loss

For the Year Ended June 30, 2024

(Expressed in U.S. Dollars, except for the number of shares)

See accompanying notes to unaudited pro forma condensed combined financial information.

Junee Limited

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

1. Description of the Transaction

On March 12, 2025, the Company entered into a share purchase agreement (the “1st Share Purchase Agreement”) with Ma Chao (the “Seller”). Pursuant to the 1st Share Purchase Agreement, the Company agreed to acquire 51% of the issued and outstanding shares of MindEnergy AI Technology Pte. Ltd., a private limited company incorporated in Singapore (the “Target Company” or “MindEnergy”). On April 29, 2025, the Company entered into a share purchase agreement (the “2nd Share Purchase Agreement”) with the Seller to acquire the remaining 49% of the issued and outstanding shares of MindEnergy. This acquisition follows an earlier transaction where the Company acquired 51% of the Target Company pursuant to a share purchase agreement dated March 12, 2025. After the above transactions, MindEnergy will become a wholly-owned subsidiary of the Company (the “Acquisition”).

The Company will account for the acquisition of MindEnergy as a business combination under U.S. GAAP. Under the acquisition method of accounting, the assets and liabilities of MindEnergy will be recorded as of the acquisition date, at their respective fair values, and consolidated with those of the Company. The Company issued 92,500 shares of the Company’s common stock in aggregate as set forth in the 1st Share Purchase Agreement and the 2nd Share Purchase Agreement. The Company may also be obligated to issue up to an additional 3,534,461 shares of the Company’s common stock in aggregate as contingent consideration based on each amount of recover accounts receivable owed to the Target Company by the Seller (the “AR”) that the Seller collects for the Company post-closing within 365 days from the date of these agreements. The Company shall issue to the Seller additional shares, at $5.96 per ordinary share (being the weighted average of $4.00 and $8.00 per ordinary share, for which the value shall be equivalent to 51% and 49% of the collected amount, respectively), calculated based on the prevailing exchange rate at the bank on the date of collection. 

2. Basis of Presentation

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (“Article 11”), and are being provided pursuant to Rule 3-05 of Regulation S-X as the Acquisition constitutes a significant acquisition. 

Article 11 requires the depiction of the accounting for the Acquisition (“Transaction Accounting Adjustments”) and the option to present the reasonable synergies and dis-synergies (“Management’s Adjustments”) in the explanatory notes to the unaudited pro forma condensed combined financial information. The Company has elected not to present Management’s Adjustments in the following unaudited pro forma condensed combined financial statements. 

The accompanying unaudited pro forma condensed combined financial statements combine the historical consolidated financial statements of the Company and the historical financial statements of MindEnergy after giving effect to the Acquisition, using the acquisition method of accounting in accordance with Accounting Standards Codification (ASC) 805, “Business Combinations”, and applying the assumptions and adjustments described in the accompanying notes. 

The accompanying unaudited pro forma condensed combined balance sheets as of December 31, 2024 that combines the historical consolidated balance sheets of the Company and historical balance sheets of MindEnergy gives effect to the Acquisition as if it had occurred on December 31, 2024. The unaudited pro forma condensed combined statements of operations and comprehensive loss for the six months ended December 31, 2024 and the year ended June 30, 2024, which combine the historical consolidated statements of operations and comprehensive loss of the Company and the historical statements of operations and comprehensive loss of MindEnergy assume the Acquisition occurred on July 1, 2023. 

The historical consolidated financial statements have been adjusted to give effect to pro forma events based on information available to management during the preparation of the pro forma financial information and assumptions that management believes are reasonable and supportable. These unaudited pro forma condensed combined financial statements should be read in conjunction with the accompanying notes thereto of the Company which are presented in the Annual Report on Form 20-F for the year ended June 30, 2024, filed on November 7, 2024 (File No. 001-42013), the Company’s historical unaudited condensed consolidated financial statements included in its Interim Report on Form 6-K for the six months ended December 31, 2024, filed on May 22, 2025 (File No. 001-42013), and the historical financial statements of MindEnergy which are presented as exhibits to this Form 6-K/A. The following unaudited pro forma condensed combined financial statements are provided for illustrative purposes only and are based on available information and assumptions that the acquirer believes are reasonable. They do not purport to represent what the actual combined results of operations or the combined financial position would have been had the Acquisition occurred on the dates indicated, or on any other date, nor are they necessarily indicative of the Company’s future combined results of operations or the combined financial position after the Acquisition. No effect has been given in these pro forma financial statements for synergistic benefits that may be realized through the combination or costs that may be incurred in integrating operations.

3. Conforming accounting policies and presentation

The unaudited pro forma combined financial statements have been adjusted to reflect reclassifications of certain MindEnergy’s historical financial statement line items to conform to the financial statement line items presented in the Company’s historical financial statements. These reclassification adjustments include the following:

Unaudited pro forma condensed combined balance sheets as of December 31, 2024

Unaudited pro forma condensed combined statements of operations and comprehensive loss for the six months ended December 31, 2024

Unaudited pro forma condensed combined statements of operations and comprehensive loss for the year ended June 30, 2024

The Company performed an initial review of the accounting policies of MindEnergy to determine if differences in accounting policies require reclassification or adjustment. Except for differences in naming conventions of various financials statement line items that are presented within this footnote, as a result of that preliminary review, the Company did not identify any material difference in accounting policies. 

When the Company completes its final review of the accounting policies of MindEnergy, differences may be identified that, when conformed, could have a material impact on the unaudited pro forma condensed combined financial information.

4. Estimated consideration and preliminary purchase price allocation

The Company accounted for the Acquisition as the purchase of a business under U.S. GAAP. Under the acquisition method of accounting, the assets and liabilities of MindEnergy will be recorded as of the acquisition date, at their respective fair values, and consolidated with those of the Company. The estimated consideration and preliminary purchase price information has been prepared using a preliminary valuation. The preparation of the valuation required the use of significant assumptions and estimates. Critical estimates included, but were not limited to, future expected cash flows, including projected revenues and expenses, and the applicable discount rates. These estimates were based on assumptions that the Company believes to be reasonable. However, actual results may differ from these estimates.

The total consideration transferred follows:

Acquisition related costs are not included as a component of consideration transferred, but are expensed in the periods in which the costs are incurred. In connection with the Acquisition, the acquisition related costs are not significant.

Fair Value of Net Assets Acquired

The following table presents the preliminary allocation of the purchase consideration for the Acquisition including the contingent consideration and the preliminary allocation of the purchase consideration as of December 31, 2024:

This preliminary purchase price allocation has been used to prepare pro forma adjustments in the pro forma balance sheets and statements of operations and comprehensive loss and is subject to adjustment as purchase accounting is finalized. The final purchase price allocation will be determined when the Company has completed the detailed valuations and necessary calculations. The final allocation could differ materially from the preliminary allocation used in the pro forma adjustments. The final allocation may include, but not be limited to: (1) changes in fair value of share consideration and contingent consideration payable; (2) changes in fair value of loans receivable; and (3) other changes to assets and liabilities.

5. Pro Forma Adjustments

This note should be read in conjunction with Notes 1 and 2. Adjustments included in the pro forma adjustments column of the pro forma condensed combined statements of operations and comprehensive loss and the pro forma condensed combined balance sheets include the following, as indicated in the “Notes” column thereto:

Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheets

Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations and Comprehensive Loss