UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2025
Commission File Number: 001-42602
Everbright Digital Holding Limited
Unit 1A, 10/F,
C-Bons International Centre,
108 Wai Yip Street, Kwun Tong,
Hong Kong
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Everbright Digital Holding Limited (the “Company”) is filing its unaudited financial results for the six months ended June 30, 2025 and to discuss its recent corporate developments. Attached as exhibits to this Report on Form 6-K are:
| ● | the Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Six Months Ended June 30, 2025 and 2024 as Exhibit 99.1; |
| ● | the unaudited interim condensed consolidated financial statements and related notes as Exhibit 99.2; and |
| ● | interactive data file disclosure as Exhibit 101 in accordance with Rule 405 of Regulation S-T. |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report on Form 6-K and the exhibits hereto contain “forward-looking statements” for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that represent the Company’s beliefs, projections and predictions about future events. All statements other than statements of historical fact are “forward-looking statements,” including any projections of earnings, revenue or other financial items, any statements of the plans, strategies and objectives of management for future operations, any statements concerning proposed new projects or other developments, any statements regarding future economic conditions or performance, any statements of management’s beliefs, goals, strategies, intentions and objectives, and any statements of assumptions underlying any of the foregoing. Words such as “may”, “will”, “should”, “could”, “would”, “predicts”, “potential”, “continue”, “expects”, “anticipates”, “future”, “intends”, “plans”, “believes”, “estimates” and similar expressions, as well as statements in the future tense, identify forward-looking statements.
These statements are necessarily subjective and involve known and unknown risks, uncertainties and other important factors that could cause the Company’s actual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievements described in or implied by such statements. Actual results may differ materially from expected results described in the Company’s forward-looking statements, including with respect to correct measurement and identification of factors affecting the Company’s business or the extent of their likely impact, and the accuracy and completeness of the publicly available information with respect to the factors upon which the Company’s business strategy is based or the success of the Company’s business.
Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of whether, or the times by which, the Company’s performance or results may be achieved. Forward-looking statements are based on information available at the time those statements are made and management’s belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to, those factors discussed more fully under the caption “Risk Factors” as well as other risks and factors identified from time to time in the Company’s SEC filings.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Everbright Digital Holding Limited | ||
| Date: December 31, 2025 | By: | /s/ Leung Chun Yip |
| Name: | Leung Chun Yip | |
| Title: | Chief Executive Officer | |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Six Months Ended June 30, 2025 and 2024 | |
| 99.2 | Unaudited Interim Condensed Consolidated Financial Statements for the Six Months Ended June 30, 2025 and 2024 | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
Exhibit 99.1
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our audited consolidated financial statements and the related notes included in our annual report on Form 20-F for the fiscal year ended December 31, 2024 (the “Annual Report”). This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Item 3. Key Information - 3.D. Risk Factors” and elsewhere our Annual Report.
Overview
We are an integrated marketing solutions provider in Hong Kong that is deeply involved in the metaverse and related technologies, and are committed to providing one-stop digital marketing services for the whole process of enterprise development. Under the all-in-one service, our revenue is generated by providing tailored marketing solutions that addresses the specific needs of our clients in the context of the ever-developing nature of new forms of media. Operating in the digital marketing solutions industry, our comprehensive range of digital marketing solutions to our clients include, but not limited to, metaverse stimulation, virtual reality (VR) and augmented reality (AR) design and creation, creative event planning and management, IP character creation and social media marketing. Unlike firms which provide traditional marketing solutions with boilerplate design and marketing plans, our role is to formulate marketing solutions based on the design briefs from our clients, and to work together with them to implement our customized design and execute marketing plan for their target customers. We are also taking a hands-on approach to developing a custom metaverse solution for their clients by directly collaborating with suppliers on the design and implementation.
We have achieved substantial growth while stabilizing at elevated revenue levels during the past three financial years. In the six months ended June 30, 2024 and 2025, we recorded revenue of US1,431,662 and US$710,988, respectively. For the same periods, we recorded gross profit (revenue minus cost of revenue) of US$824,915 and US$331,042, respectively, representing a 59.9% decrease for the same periods. Over the same periods, we recorded gross profit margins of 57.6% and 46.6%, respectively. For the same periods, we recorded net profit margins of 27.7% and net loss margins of 100.9%, respectively. We serve customers ranging from small and medium-sized businesses to sizeable regional conglomerates. Since the commencement of our business operations in 2021 through our subsidiary, HKUML, we have served over 20 corporate customers from a diverse array of industries, including real estate developers, concert organizers, and public charitable organizations to serve both their domestic and overseas customers. According to the China Insights Consultancy Report, the market we operate in, i.e. the Hong Kong’s digital marketing solution market, is highly fragmented and competitive with over 3,500 participants currently, and is still growing. In recent years, Hong Kong’s marketing solution market has grown steadily. As for the digital marketing solution industry in Hong Kong, there are large digital marketing firms and multinational corporations, and also active participation from many small and medium-sized enterprises. Local digital marketing companies like us play a significant role in the Hong Kong market.
We believe that our employees are the key enablers of our success, a core strength and part of our competitive advantage. Looking into the future, we believe there are large opportunities within and beyond the industries we currently serve that represent a market potential multiple times larger than our opportunity today. We are committed to investing in a highly skilled workforce and dedicated to attracting, developing, and retaining top talent to support the expansion of our business in industries. Our focus on complex digital solutions enables us to provide higher value services and solutions for our clients, and through the projects we have designed, organized and managed, we believe that we are able to improve the awareness and reputation of the brands and products of our clients and thereby improving the sales and market share of our clients with the ultimate goal of achieving significant brand building and promoting the unique value of their products among their targeted recipients
In assessing the performance of our business, we consider a variety of performance and financial measures. The key measures used by our management are discussed below. The percentages on the results presented below are calculated based on the rounded numbers.
Results of operation
The following financial data are derived from, and should be read in conjunction with, our audited financial statements for the six months ended June 30, 2025 and 2024:
A summary of the Company’s operating results for the six months ended June 30, 2025 and 2024 are as follows:
| For the six months ended | ||||||||||||||||
| 2025 | 2024 | Change | ||||||||||||||
| US$ | US$ | US$ | % | |||||||||||||
| Revenue | 710,988 | 1,431,662 | (720,674 | ) | (50.3 | ) | ||||||||||
| Cost of revenue | (379,946 | ) | (606,747 | ) | 226,801 | (37.4 | ) | |||||||||
| Gross profit | 331,042 | 824,915 | (493,873 | ) | (59.9 | ) | ||||||||||
| Other (expenses) income, net | (182,695 | ) | 802 | (183,497 | ) | (22879.9 | ) | |||||||||
| Selling and marketing expenses | (667,691 | ) | — | (667,691 | ) | (100.0 | ) | |||||||||
| Administrative expense | (289,140 | ) | (382,310 | ) | 93,170 | (24.4 | ) | |||||||||
| (Loss) profit before tax | (808,484 | ) | 443,407 | (1,251,892 | ) | (282.7 | ) | |||||||||
| Income tax credit (expense) | 83,757 | (47,246 | ) | 131,003 | (277.3 | ) | ||||||||||
| (Loss) profit and total comprehensive (expenses) income | (724,727 | ) | 396,161 | (1,120,888 | ) | (282.9 | ) | |||||||||
Revenue
An analysis of revenue is as follows:
| For the six months ended | ||||||||||||||||||||||||
| 2025 | 2024 | Change | ||||||||||||||||||||||
| US$ | % | US$ | % | US$ | % | |||||||||||||||||||
| 3D and Augmented Reality | — | — | 999,744 | 69.8 | (999,744 | ) | (100.0 | ) | ||||||||||||||||
| Total solutions | 648,658 | 91.2 | 420,077 | 29.3 | 228,581 | 54.4 | ||||||||||||||||||
| Consultancy and market research | 53,899 | 7.6 | — | — | 53,899 | 100.0 | ||||||||||||||||||
| Miscellaneous | 8,431 | 1.2 | 11,841 | 0.9 | (3,410 | ) | (28.8 | ) | ||||||||||||||||
| Total | 710,988 | 100.0 | 1,431,662 | 100.0 | (720,674 | ) | (50.3 | ) | ||||||||||||||||
The revenue from provision of 3D and Augmented Reality solutions for property development and other commercial applications decreased from US$999,744 for the six months ended June 30, 2024 to nil for six months June 30, 2025, the decrease was due to (i) global economic uncertainty and downward market trends, which prompted potential clients to exercise increased caution regarding their expenditures. The high costs associated with developing 3D services further constrained the Company’s ability to engage new customers during this period and (ii) we actively sell our clients other consultancy services on top of pure 3D and Augmented Reality service. This could be evidence from the increase in our total solutions service discussed below.
On top of the 3D and Augmented reality, some customers would also request other services like design of intellectual property and websites, consultancy and market research; and social media management. Some clients required a total solution using the above services. The revenue from total solutions increased by 54.4% from US$420,077 for six months ended June 30, 2024 to US$648,658 for the six months ended June 30, 2025, we aimed to better serve our clients and establish market recognition through the provision of comprehensive solutions. By actively offering additional consultancy services alongside our core 3D and Augmented Reality offerings, the Company has enhanced its value proposition. As a result, customer referrals from existing clients contributed to the significant increase in revenue from total solutions services.
Some of our customers entered into retainer contracts with the Company that they required our consultancy and market research services from time to time over the term of the contracts. Our revenue from such consultancy and market research services increased from nil for the six months ended June 30, 2024 to US$53,899 for the six months ended June 30, 2024.
Cost of revenue
An analysis of cost of revenue is as follows:
| For the six months ended | ||||||||||||||||||||||||
| 2025 | 2024 | Change | ||||||||||||||||||||||
| US$ | % | US$ | % | US$ | % | |||||||||||||||||||
| Subcontracting charges | 299,018 | 78.7 | 515,702 | 85.0 | (216,684 | ) | (42.0 | ) | ||||||||||||||||
| Depreciation and amortization | 42,121 | 11.1 | 41,972 | 6.9 | 149 | 0.4 | ||||||||||||||||||
| Salaries | 38,807 | 10.2 | 49,073 | 8.1 | (10,266 | ) | (20.9 | ) | ||||||||||||||||
| Total | 379,946 | 100.0 | 606,747 | 100.0 | (226,801 | ) | (37.4 | ) | ||||||||||||||||
To minimize staff cost for downtime, the Company outsourced the coding, design and public relationship work to independent third parties. Subcontracting charges decreased by 42.0% from US$515,702 for the six months ended June 30, 2024 to US$299,018 for the six months ended June 30, 2025, the decrease is in line with the decrease in revenue.
Depreciation and amortization increased by 0.4% from US$41,972 for the six months ended June 30, 2024 to US$42,121 for the six months ended June 30, 2025, this increase primarily reflects the depreciation and amortization of hardware and software incurred in support of ongoing business operations. The expenses remained relatively stable, as the Company did not make additional capital commitments regarding hardware and software during this period.
Salaries decreased from US$49,073 for the six months ended June 30, 2024 to US$38,807 for the six months ended June 30, 2025 as some operating staffs resigned with no corresponding headcount replacements made to fill the vacancies.
Gross profit and gross margin
| For the six months ended | ||||||||||||||||
| 2025 | 2024 | Change | ||||||||||||||
| US$ | US$ | US$ | % | |||||||||||||
| Gross profit | 331,042 | 824,915 | (493,873 | ) | (59.9 | ) | ||||||||||
| Gross margin | 46.6 | % | 57.6 | % | (11.0 | ) | ||||||||||
The gross margin increased from 57.6% for the six months ended June 30, 2024 to 46.6% or the six months ended June 30, 2024 as decrease in the Company’s revenue was greater than the decrease in cost of revenue, it was mainly due to the Company’s necessity to retain the subcontractor to cope with ongoing projects.
Selling and marketing expenses
Our selling and marketing expenses incurred of US$667,691 for the six months ended June 30, 2025, it primarily comprises (i) IT marketing solutions tailored to meet clients’ specific requirements within the context of emerging media formats, and (ii) traditional advertising activities, including placing advertisements in newspapers and associated social media platforms for rebranding purposes.
Administrative expense
Our administrative expenses primarily consist of (i) staff cost; (ii) professional fee; (iii) office rental, (iv) entertainment and (v) miscellaneous expenses. The following table sets forth the breakdown of our administrative expenses for the six months ended June 30, 2025 and 2024:
| For the six months ended | ||||||||||||||||||||||||
| 2025 | 2024 | Change | ||||||||||||||||||||||
| US$ | % | US$ | % | US$ | % | |||||||||||||||||||
| Salaries and allowance | 199,189 | 68.9 | 263,075 | 68.8 | (63,886 | ) | (24.3 | ) | ||||||||||||||||
| Professional fees | 45,435 | 15.7 | 4,559 | 1.2 | 40,876 | 896.6 | ||||||||||||||||||
| Office rental | 23,099 | 8.0 | 23,018 | 6.0 | 81 | 0.4 | ||||||||||||||||||
| Entertainment | — | — | 61,431 | 16.1 | (61,431 | ) | (100.0 | ) | ||||||||||||||||
| Miscellaneous | 21,417 | 7.4 | 30,227 | 7.9 | (8,810 | ) | (29.1 | ) | ||||||||||||||||
| Total | 289,140 | 100.0 | 382,310 | 100.0 | (93,170 | ) | (24.4 | ) | ||||||||||||||||
Salaries and allowance decrease by 24.3% from US$263,075 for the six months ended June 30, 2024 to US$199,189 for the six months ended June 30, 2025, the decrease was mainly due to the resignation of certain administrative and supportive staffs with higher month salary during the period.
Professional fees increased from US$4,559 for the six months ended June 30, 2024 to US$45,435 for the six months ended June 30, 2025, as we engaged professionals to assist us for the compliance of the Nasdaq listing requirement such as review and preparation of interim financial statements and other requirements.
We leased our office from Bauhinia Holdings (China) Limited, a company controlled by the mother of Dr. Leung, the there is no significant movement for the office rental as the monthly rental expense is fixed.
Entertainment expenses decreased by 100.0% from US$61,431 for the six months ended June 30, 2024 to nil or the six months ended June 30, 2025. This reduction was a result of adopting a more conservative approach to cost management in response to the decrease in the Company’s revenue during the period.
Miscellaneous expenses decreased by 29.1% from US$30,227 for the six months ended June 30, 2024 to US$21,417 for the six months ended June 30, 2025 due to the corresponding decrease in employees and operating size.
Income tax expense (credit)
The Company mainly operates in Hong Kong and is subject to a two-tier tax rates that the first HK$2,000,000 taxable profit is subject to 8.25% and the taxable profits thereafter is subject to 16.5%. The Company made income tax expenses of US$47,246 for the six months ended June 30, 2024 and income tax credit of US$83,757 for the six months ended June 30, 2025 as the Company incurred selling and marketing expenses for the market expansion and rebranding during the period which led to net loss of US$742,727 for the six months ended June 30, 2025.
Liquidity and Capital Resources
Our liquidity and working capital requirements primarily related to our operating expenses. Historically, we have met our working capital and other liquidity requirements primarily through cash generated from our operations. Going forward, we expect to fund our working capital and other liquidity requirements from various sources, including but not limited to cash generated from our operations, loans from banking facilities, the net proceeds from our prior offering and other equity and debt financings as and when appropriate.
Cash flows
The following table summarizes our cash flows for the six months ended June 30, 2025 and 2024:
| For the six months ended | ||||||||||||||||
| 2025 | 2024 | Change | ||||||||||||||
| US$ | US$ | US$ | % | |||||||||||||
| Cash and cash equivalents at beginning of period | 389,651 | 399,300 | (9,649 | ) | 2.4 | |||||||||||
| Net cash (used in) provided by operating activities | (1,420,501 | ) | 47,552 | (1,372,949 | ) | (2887.3 | ) | |||||||||
| Net cash used in investing activities | (2,926,855 | ) | — | (2,926,855 | ) | (100.0) | ||||||||||
| Net cash provided by financing activities | 3,970,586 | — | 3,970,586 | 100.0 | ||||||||||||
| Effect of foreign exchange rate changes | 2,752 | — | 2,752 | 100.0 | ||||||||||||
| Net (decrease) increase in cash and cash equivalents | (376,770 | ) | 47,552 | (425,730 | ) | (89.5 | ) | |||||||||
| Cash and cash equivalents as at end of period | 15,633 | 446,852 | (431,219 | ) | (96.5 | ) | ||||||||||
During the six months ended June 30, 2025 and 2024, the cash flows from our operating activities were primarily derived from the revenue generated from our marketing services. The decrease in net cash flows in operating activities was primarily due to increase in selling and marketing expenses for market expansion and rebranding of the Company.
Net cash used in investing activities of US$2,926,855 for the six months ended June 30, 2025 as the Company purchased property and plant of US$450,696 and deposit for intangible assets of US$2,476,159.
Net cash provided by financing activities for the six months ended June 30, 2025 was US$3,970,586 was primarily from initial public offering for 1,500,000 ordinary shares at offering price US$4 per share on April 16, 2025 and over-allotment option exercised by Dominari Securities LLC to purchase 160,000 ordinary shares of the Company at US$4 per share.
Working Capital
We believe that our Group has sufficient working capital for our requirements for at least the next 12 months from the date of this prospectus, in the absence of unforeseen circumstances, taking into account the financial resources presently available to us, including cash and cash equivalents on hand, cash flows from our operations and the estimated net proceeds from our prior offering.
Capital Expenditures
Historical capital expenditures
Off-Balance Sheet Transactions
As of December 31, 2025, we have not entered into any material off-balance sheet transactions or arrangements.
Critical Accounting Policies and Estimates
Our financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these financial statements and accompanying notes requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial conditions and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. While our significant accounting policies are more fully described in Note 2 to the consolidated financial statements included elsewhere in this prospectus, we believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements.
The following critical accounting policies rely upon assumptions and estimates and were used in the preparation of our consolidated financial statements:
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable are carried at the original invoiced amount less an allowance for doubtful accounts based on the probability of future collection. The probability of future collection is based on specific considerations of historical loss patterns and an assessment of the continuation of such patterns based on past collection trends and known or anticipated future economic events that may impact collectability. The Company has made provision for expected credit loss amounted to nil and US$186,208 in the six months ended June 30, 2024 and 2025 respectively.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Update 2014-09, “Revenue from contracts with customers,” (Topic 606). Revenue is recognized when a customer obtains control of promised services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for the provision of services to customers. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised services in the contract; (ii) determination of whether the promised services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.
The Company has elected to apply the practical expedient in paragraph ASC 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less.
The Company elected a practical expedient that it does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects that, upon the inception of revenue contracts, the period between when the Company transfers its promised services or deliverables to its clients and when the clients pay for those services or deliverables will be one year or less.
As a practical expedient, the Company elected to expense the incremental costs of obtaining a contract when incurred if the amortization period of the asset that the Company otherwise would have recognized is one year or less.
Generally, revenue is recognized when the Company has negotiated the terms of the transaction, which includes determining either the overall price, the service or product has been delivered to the customer, no obligation is outstanding regarding that service or product, and the Company is reasonably assured that funds have been or will be collected from the customer.
The Company is providing marketing related services and the service offered by the Company mainly comprise the following:
| 1. | Provision of virtual reality and/or augmented reality modules |
| 2. | Total solution |
| 3. | Consultancy and market research |
1. Provision of virtual reality and/or augmented reality modules
The Company is engaged to provide virtual reality and/or augmented reality modules to its customers for their use in marketing campaigns.
The contract is typically fixed priced with no variable consideration and does not provide any post contract client support or upgrades. The Company’s contracts are generally non-cancellable and non-refundable in the event of cancellation. The Company designs the modules based on clients’ specific needs which require the Company to perform services including design and development. These services also require significant customization. The performance obligation is satisfied at a point of time and recognized as revenue upon the completion of services to the customers, usually at the time when the result of services is tested and accepted by the customers. The duration of the development period is short, all less than one year. The contracts contain negotiated billing terms which generally include multiple payment phases throughout the contract term and a portion of contract amount usually is billed upon the completion of the related projects. Contract liabilities will be recognized when payment was received and charged to statements of operations once the modules were delivered.
2. Total solution
The Company also provide total solutions to its customers, which include design and development of various intellectual property products and marketing material.
The performance obligation is satisfied at a point of time and recognized as revenue upon the completion of services to the customers, usually at the time when design and development of the intellectual properties and marketing materials are accepted by the customers. The duration of the development period is short, all less than one year. The contracts contain negotiated billing terms which generally include multiple payment phases throughout the contract term and a portion of contract amount usually is billed upon the completion of the related projects. Contract liabilities will be recognized when payment was received and charged to statements of operations once the total marketing solutions were delivered and accepted by customers.
The contract is typically fixed priced with no variable consideration and does not provide any post contract client support or upgrades. The Company’s contracts are generally non-cancellable and non-refundable in the event of cancellation.
3. Consultancy and market research
In certain circumstances, the Company is engaged to provide time to time advisory, consultancy and research services in marketing over the term of the contract. The contract sum is amortized over to contractual term. Proceeds from progress billing is recorded in deferred revenue.
Foreign Currency Translation
The Company’s principal country of operations is Hong Kong. The financial position and results of its operation are determined using Hong Kong Dollars (“HK$”), the local currency, as the functional currency. The Company’s consolidated financial statements are reported using U.S. Dollar (“US$” or “$”).
The consolidated statements of income and the consolidated statements of cash flows denominated in foreign currency are translated at the average rate of exchange during the reporting period. Assets and liabilities denominated in currencies other than the reporting currency are translated into the reporting currency at the rates of exchange prevailing at the balance sheet date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. As the cash flows are translated based on the average exchange rate, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets.
Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive income (loss) included in the consolidated statements of changes in shareholders’ equity. Gains and losses from foreign currency transactions are included in the consolidated statements of income and comprehensive income.
| June 30, 2025 |
December 31, 2024 |
|||||||
| US$ to HK$ Year End | 7.85 | 7.82 | ||||||
| US$ to HK$ Average Rate | 7.79 | 7.82 | ||||||
Pension Obligations
The Company provides for defined contribution plan in accordance with the Mandatory Provident Fund Schemes Ordinance in Hong Kong. A defined contribution plan generally specifies the periodic amount that the employer must contribute to the plan and how that amount will be allocated to the eligible employees who perform services during the same period.
Segment Reporting and Reporting Units
As of June 30, 2025, the Company operated through its subsidiary in Hong Kong, which primarily engaged in provision of marketing services.
Management determined that the Company functions as a single operating segment, and thus reports as a single reportable segment. This determination is based on rules prescribed by GAAP applied to the manner in which management operates the Company. The chief operating decision maker is responsible for allocating resources to its operations and assessing performance and obtains financial information, being the consolidated balance sheets, consolidated statements of operations, and consolidated statements of cash flows, about the Group as a whole.
New accounting standards
We have evaluated all the recently issued, but not yet effective, accounting standards that have been issued or proposed by the Financial Accounting Standards Board or other standards-setting bodies through the date of this report and do not believe the future adoption of any such standards will have a material impact on our consolidated financial statements.
8
Exhibit 99.2
EVERBRIGHT DIGITAL HOLDING LIMITED
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F-
Everbright Digital Holding
Limited
Unaudited interim condensed consolidated balance sheets
(Amounts expressed in US dollars (“$”) except for numbers of shares and par value)
| As of June 30, 2025 |
As of December 31, 2024 |
|||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 15,633 | $ | 389,651 | ||||
| Accounts receivable | 670,251 | 914,092 | ||||||
| Deposit for intangible asset | 2,476,159 | |||||||
| Prepayments, deposits paid and other receivables | 1,884,709 | 964,762 | ||||||
| Total current assets | 5,046,752 | 2,268,505 | ||||||
| Non-current assets | ||||||||
| Property, plant and equipment, net | 524,248 | 90,322 | ||||||
| Intangible assets, net | 213,191 | 255,962 | ||||||
| Deferred tax assets | 40,495 | |||||||
| Total non-current assets | 777,934 | 346,284 | ||||||
| Total assets | $ | 5,824,686 | $ | 2,614,789 | ||||
| Current liabilities | ||||||||
| Accrued expenses and other payables | $ | 103,680 | 185,697 | |||||
| Amount due to a related party | 242,257 | |||||||
| Current income tax payable | 102,155 | 303,687 | ||||||
| Total current liabilities | 448,092 | 489,384 | ||||||
| Non-current liabilities | ||||||||
| Deferred tax liabilities | 43,262 | |||||||
| Total liabilities | $ | 448,092 | $ | 532,646 | ||||
| Commitments and contingencies | ||||||||
| Shareholders’ equity | ||||||||
| Ordinary Shares, $0.00004 par value; 1,250,000,000 shares authorized, 26,660,000 (2024: 25,000,000) shares issued and outstanding | 1,066 | 1,000 | ||||||
| Additional paid-in capital | 4,377,576 | 407,056 | ||||||
| Amount due from immediate holding company | (50,000 | ) | ||||||
| Retained earnings | 999,360 | 1,724,087 | ||||||
| Accumulated other comprehensive loss | (1,408 | ) | ||||||
| Total shareholders’ equity | 5,376,594 | 2,082,143 | ||||||
| Total liabilities and equity | $ | 5,824,686 | $ | 2,614,789 | ||||
The accompany notes form an integral part of these consolidated financial statements.
F-
Everbright Digital Holding Limited
Unaudited interim condensed consolidated statements of operation and other
comprehensive income
(Amounts expressed in US dollars (“$”) except for numbers of shares and par value)
| For the six months ended June 30, |
||||||||
| 2025 | 2024 | |||||||
| Sales | $ | 710,988 | $ | 1,431,662 | ||||
| Cost of sales | (379,946 | ) | (606,747 | ) | ||||
| Gross profit | 331,042 | 824,915 | ||||||
| Other (expenses) income | (182,695 | ) | 802 | |||||
| Selling and marketing expenses | (667,691 | ) | ||||||
| Administrative expense | (289,140 | ) | (382,310 | ) | ||||
| (Loss) profit before income tax | (808,484 | ) | 443,407 | |||||
| Income tax credit (expense) | 83,757 | (47,246 | ) | |||||
| (Loss) profit for the period | $ | ) | $ | 396,161 | ||||
| Other comprehensive loss | ||||||||
| Foreign currency translation adjustment | (1,408 | ) | ||||||
| Total comprehensive loss for the period | (726,135 | ) | 396,161 | |||||
| (Loss) earnings per share: | ||||||||
| Ordinary shares, – basic and diluted | (0.03 | ) | 0.16 | |||||
| Weighted average shares outstanding used in calculating basic and diluted (loss) earnings per share | ||||||||
| Ordinary shares, – basic and diluted* | 25,618,000 | 2,525,000 | ||||||
| * | When calculating the weight averaged number of shares outstanding, the current share capital structure was deemed as it existed throughout the earliest period presented. There were no dilutive financial instruments outstanding that the basic and diluted earnings per share are same. |
The accompanying notes form an integral part of these consolidated financial statements.
F-
Everbright Digital Holding Limited
Unaudited interim condensed consolidated statements of changes in equity
(Amounts expressed in US dollars (“$”) except for numbers of shares and par value)
| Common stock outstanding |
Amount | Additional paid-in capital |
Amount due from immediate holding company |
Retained earnings |
(Accumulated other comprehensive loss) |
Total | ||||||||||||||||||||||
| Balance as of January 1, 2024 | 2,525,000 | $ | 101 | $ | 49,899 | $ | (50,000 | ) | $ | 1,344,657 | $ | $ | 1,344,657 | |||||||||||||||
| Profit and total comprehensive income for the period | — | 396,161 | 396,161 | |||||||||||||||||||||||||
| Balance as of June 30, 2024 | 2,525,000 | $ | 101 | $ | 49,899 | $ | (50,000 | ) | 1,740,818 | 1,740,818 | ||||||||||||||||||
| Balance as of January 1, 2025 | 25,000,000 | $ | 1,000 | $ | 407,056 | $ | (50,000 | ) | $ | 1,724,087 | $ | 2,082,143 | ||||||||||||||||
| Proceeds from initial public offerings | 1,660,000 | 66 | 3,970,520 | 3,970,586 | ||||||||||||||||||||||||
| Recapitalization | — | 50,000 | 50,000 | |||||||||||||||||||||||||
| Loss for the period | — | (724,727 | ) | (724,727 | ) | |||||||||||||||||||||||
| Foreign currency translation adjustment | — | (1,408 | ) | (1,408 | ) | |||||||||||||||||||||||
| Balance as of June 30, 2025 | 26,660,000 | 1,066 | 4,377,576 | 999,360 | (1,408 | ) | 5,376,594 | |||||||||||||||||||||
The accompany notes form an integral part of the consolidated financial statements.
F-
Everbright Digital Holding Limited
Unaudited interim condensed consolidated statements of cash flows
(Amounts expressed in US dollars (“$”) except for numbers of shares and par value)
| For the six months June 30, |
||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities | ||||||||
| Net (loss) profit | $ | (724,727 | ) | $ | 396,161 | |||
| Adjustments for: | ||||||||
| Depreciation of property, plant and equipment | 13,260 | 763 | ||||||
| Provision of expected credit loss | 182,716 | |||||||
| Amortization of intangible assets | 42,121 | 41,972 | ||||||
| Deferred tax credit | (83,757 | ) | (7,051 | ) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | 61,125 | (52,762 | ) | |||||
| Deposits paid and other receivables | (919,947 | ) | (282,225 | ) | ||||
| Accounts payable | (49,719 | ) | ||||||
| Accrued expenses and other payables | (82,017 | ) | 17,726 | |||||
| Receipt in advance | (25,575 | ) | ||||||
| Amounts due with related parties | 292,257 | (46,035 | ) | |||||
| Current income tax payable | (201,532 | ) | 54,297 | |||||
| Net cash (used in) provided by operating activities | (1,420,501 | ) | 47,552 | |||||
| Cash flows from investing activities | ||||||||
| Acquisition of property, plant and equipment | (450,696 | ) | ||||||
| Deposit for intangible assets | (2,476,159 | ) | ||||||
| Net cash used in investing activities | (2,926,855 | ) | ||||||
| Cash flows from financing activities | ||||||||
| Proceeds from issue of ordinary shares | 3,970,586 | |||||||
| Net cash from financing activities | 3,970,586 | |||||||
| (Decrease) increase in cash and cash equivalents | (376,770 | ) | 47,552 | |||||
| Exchange difference | 2,752 | |||||||
| Cash and cash equivalents at beginning of period | 389,651 | 399,300 | ||||||
| Cash and cash equivalents at end of period | $ | 15,633 | $ | 446,852 | ||||
| Analysis of the balance of cash and cash equivalents | ||||||||
| Bank balances | $ | 15,633 | $ | 446,852 | ||||
The accompany notes form an integral part of the financial statements.
F-
Everbright Digital Holding Limited
Notes to the unaudited interim condensed consolidated financial statements
For the six months ended June 30, 2025 and 2024
| 1. | General information and basis of operation |
Everbright Digital Holding Limited is a company incorporated in the Cayman Islands with limited liability. Everbright Digital Holding Limited together with its subsidiaries are defined as the “Company”. As of the date of this report, the Company’s immediate and ultimate parent company is Everbright Digital Global Limited (“Everbright Global”). As of the date of this report, Everbright Global is 100% owned by Mr. Leung Chun Yip (Mr. “Leung”). As of the date of this report, details of the Company and its subsidiaries are as follows:
| Name of entity | Date of incorporation | Holding company | Nature of business | |||
| Everbright Digital Holding Limited (“Everbright Holding”) | May 18, 2024 | Everbright Digital Global Limited | Investment holding | |||
| Everbright Digital International Limited (“Everbright International”) | June 1, 2024 | Everbright Digital Holding Limited | Investment holding | |||
| Hong Kong United Metaverse Limited (“Metaverse”) | March 31, 2021 | Everbright Digital International Limited | Electronic Marketing Service |
The Company was incorporated on May 18, 2024 and 50,000 Ordinary Shares were acquired by Everbright Global on the same day. On April 26, 2025, for the ease of future capital restructuring in preparing the initial public offering, 49,900 Ordinary Shares of US$1 each were surrendered by the holding company, Everbright Global, to the Company without consideration. On May 8, 2025, pursuant to a Reorganization Agreement, the Company, through Everbright International, acquired 100% interest in Metaverse by the issue of 1 Ordinary Share of US$1 to Everbright Global as considerations.
On June 1, 2024, the Company set up its wholly-owned subsidiary Everbright International as an intermediary holding company.
Metaverse was incorporated on March 31, 2021 with 1 Ordinary Share of HK$1 and was wholly owned by Mr. Leung. On May 8, 2025, pursuant to the Reorganization Agreement, Mr. Leung disposed of his entire interest in Metaverse to Everbright International as mentioned above.
On December 30, 2024, 619 Ordinary Shares were allotted and issued to Everbright Global at par value of US$1.0 each. On the same day, pursuant to a share subscription agreement between the Company and 6 other subscribers, (the “Subscribers”), 280 Ordinary Shares were allotted and issued to the Subscribers for a total consideration of HK$2,800,000 (approximately US$358,046). All these Ordinary Shares rank pari-passu with the exiting shares in all respects.
On January 20, 2025, the Company authorized a share split, changing its share capital from US$50,000 divided into 50,000 shares of a par value of US$1.00 each, to US$50,000 divided into 1,250,000,000 shares of a par value of US$0.00004 each. Under the share split, each ordinary share of the Company was sub-divided to 25,000 ordinary shares of the Company.
Thereafter, there were a total of 25,000,000 Ordinary Shares in issue and outstanding in the share capital of the Company.
On April 21, 2025, the Company completed its initial public offering and allotted and issued of 1,500,000 ordinary shares at offering price of $4 per shares to public investors for gross proceeds of $6,000,000.
On May 22, 2025, the underwriter, Dominari Securities LLC, partially exercised its over-allotment option to purchase an additional 160,000 ordinary shares of the Company at the offering price of $4 per share for gross proceeds of $640,000.
As of the June 30, 2025 the Company’s shareholders are as follows:
| Name of shareholder | Percentage of interest |
|||
| Everbright Digital Global Limited | 72.00 | |||
| Voyage Advisors Limited | 4.90 | |||
| Value Global Gain Limited | 4.90 | |||
| Real Treasure Corporation Limited | 4.60 | |||
| Mighty Leader Capital Limited | 4.60 | |||
| Well Fortune Industries Limited | 4.70 | |||
| Emperor Victory Capital Limited | 4.30 | |||
| Public investors | ||||
F-
Metaverse have been providing marketing services. During the periods covered in these consolidated financial statements, the control of the entities has remained consistent, with Dr. Leung always exercising control. Consequently, the combination has been considered as a corporate restructuring (“Reorganization”) of entities under common control. In compliance with ASC 805-50-45-5, the entities under common control are presented on a combined basis for all periods during which they were under common control. The current capital structure is retroactively reflected in prior periods as if it had existed at that time.
The consolidation of Everbright Digital Holding Limited and its subsidiaries has been accounted for at historical cost and prepared as if the aforementioned transactions had been effective from the beginning of the first period presented in the accompanying consolidated financial statements.
| 2. | Significant accounting policies |
Basis of Presentation and Consolidation — The consolidated financial statements are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the regulations of the Securities and Exchange Commission (“SEC”), and include the accounts of the Company and its consolidated and wholly owned subsidiaries. The consolidated financial statements reflect the elimination of all significant inter-company accounts and transactions.
Use of Estimates — The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the recorded amounts of assets, liabilities, shareholders’ equity, revenues and expenses during the reporting period, and the disclosure of contingent liabilities at the date of the consolidated financial statements.
On an ongoing basis, management reviews its estimates and if deemed appropriate, those estimates are adjusted. The most significant estimates include allowance for uncollectible accounts receivable, inventory valuation, useful lives and impairment for property and equipment, valuation allowance for deferred tax assets, accruals for potential liabilities and contingencies. Actual results could vary from the estimates and assumptions that were used.
Cash and Cash Equivalents — Cash and cash equivalents consist of the Company’s demand deposit placed with financial institutions, which have original maturities of less than three months and unrestricted as to withdrawal and use. The Hong Kong government provides a guarantee for deposits held in each bank up to HK$500,000 (approximately $63,939). As a result, an amount of $ 325,712 is not covered by this guarantee.
Property and Equipment — Property and equipment included computer equipment and are stated at cost less accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of depreciable assets at the following rate:
| Computer equipment | 5 years |
Cost and accumulated depreciation for property retired or disposed of are removed from the accounts, and any resulting gain or loss is included in earnings. Expenditures for maintenance and repairs are charged to expense as incurred.
Impairment of Long-Lived Assets — We evaluate our long-lived assets, including property, plant and equipment, intangible assets and right-of-use assets — operating lease with finite lives, 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 amount of an asset may not be fully recoverable. When these events occur, we evaluate the recoverability of long-lived assets by comparing the carrying amount of the assets to the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, we recognize an impairment loss based on the excess of the carrying amount of the assets over their fair value. There were no impairment recognized For the six months ended June 30, 2025 and 2024.
F-
Accounts Receivable and Allowance for Doubtful Accounts — Accounts receivable are carried at the original invoiced amount. Accounts receivable are reviewed for impairment on a quarterly basis and are presented net of an allowance for expected credit losses. The allowance for expected credit losses is estimated based on the Company’s analysis of amounts due, historical delinquencies and write-offs, and current economic conditions, together with reasonable and supportable forecasts of short-term economic conditions. The allowance for expected credit losses is recognized in net income (loss) and any adjustment to the allowance for expected credit losses is recognized in the period in which it is determined. Write-offs of accounts receivable, together with associated allowances for expected credit losses, are recognized in the period in which balances are deemed uncollectible. The Company does not have a history of significant write-offs. As of June 30, 2025 and December 31, 2024, the total allowance for expected credit losses on the Company’s accounts receivable were $186,208 and $4,834.
Income Taxes — Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss, capital loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in 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 income in the period that includes the enactment date.
The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses.
Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
Revenue Recognition — The Company recognizes revenue in accordance with Accounting Standards Update 2014-09, “Revenue from contracts with customers,” (Topic 606). Revenue is recognized when a customer obtains control of promised goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.
The Company has elected to apply the practical expedient in paragraph ASC 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less.
The Company elected a practical expedient that it does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects that, upon the inception of revenue contracts, the period between when the Company transfers its promised services or deliverables to its clients and when the clients pay for those services or deliverables will be one year or less.
As a practical expedient, the Company elected to expense the incremental costs of obtaining a contract when incurred if the amortization period of the asset that the Company otherwise would have recognized is one year or less.
Generally, revenue is recognized when the Company has negotiated the terms of the transaction, which includes determining either the overall price, the service or product has been delivered to the customer, no obligation is outstanding regarding that service or product, and the Company is reasonably assured that funds have been or will be collected from the customer.
F-
The Company is providing marketing related services and the service offered by the Company mainly comprise the following:
1. Provision of virtual reality and/or augmented reality modules
2. Total solution
3. Consultancy and market research
| 1. | Provision of virtual reality and/or augmented reality modules |
The Company is engaged to provide virtual reality and/or augmented reality modules to its customers for their use in marketing campaigns.
The contract is typically fixed priced with no variable consideration and does not provide any post contract client support or upgrades. The Company’s contracts are generally non-cancellable and non-refundable in the event of cancellation. The Company designs the modules based on clients’ specific needs which require the Company to perform services including design and development. These services also require significant customization. The performance obligation is satisfied at a point of time and recognized as revenue upon the completion of services to the customers, usually at the time when the result of services is tested and accepted by the customers. The duration of the development period is short, all less than one year. The contracts contain negotiated billing terms which generally include multiple payment phases throughout the contract term and a portion of contract amount usually is billed upon the completion of the related projects. Contract liabilities will be recognized when payment was received and charged to statements of operations once the modules were delivered.
| 2. | Total solution |
The Company also provide total solutions to its customers, which include design and development of various intellectual property products and marketing material.
The performance obligation is satisfied at a point of time and recognized as revenue upon the completion of services to the customers, usually at the time when design and development of the intellectual properties and marketing materials are accepted by the customers. The duration of the development period is short, all less than one year. The contracts contain negotiated billing terms which generally include multiple payment phases throughout the contract term and a portion of contract amount usually is billed upon the completion of the related projects. Contract liabilities will be recognized when payment was received and charged to statements of operations once the total marketing solutions were delivered and accepted by customers.
The contract is typically fixed priced with no variable consideration and does not provide any post contract client support or upgrades. The Company’s contracts are generally non-cancellable and non-refundable in the event of cancellation.
| 3. | Consultancy and market research |
In certain circumstances, the Company is engaged to provide time to time advisory, consultancy and research services in marketing over the term of the contract. The contract sum is amortized over to contractual term. Proceeds from progress billing is recorded in deferred revenue.
Leases — Under ASC Top 842, “Leases”, the Company determines if an agreement is a lease at inception. Operating leases are included in operating lease — right to use, current portion of operating lease liability, and operating lease liability, less current portion in the Company’s consolidated balance sheets.
As permitted under ASU Topic 842, the Company has made an accounting policy election not to apply the recognition provisions of ASU 2016-02 to short term leases (leases with a lease term of 12 months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short term leases on a straight-line basis over the lease term.
F-
Foreign Currency Translation — The Company’s principal country of operations is Hong Kong. The financial position and results of its operation are determined using Hong Kong Dollars (“HK$”), the local currency, as the functional currency. The Company’s consolidated financial statements are reported using U.S. Dollar (“US$” or “$”).
The consolidated statements of income and the consolidated statements of cash flows denominated in foreign currency are translated at the average rate of exchange during the reporting period. Assets and liabilities denominated in currencies other than the reporting currency are translated into the reporting currency at the rates of exchange prevailing at the balance sheet date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. As the cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets.
The following table outlines the currency exchange rates that were used in preparing the accompanying consolidated financial statements:
| June 30, 2025 |
December 31, 2024 |
|||||||
| US$ to HK$ Year End | 7.85 | 7.82 | ||||||
| US$ to HK$ Average Rate | 7.79 | 7.82 | ||||||
Comprehensive income/loss — Comprehensive income/loss includes net gain/loss and cumulative foreign currency translation adjustments and is reported in the Consolidated Statement of Comprehensive Income or Loss.
Pension Obligations — The Company provides for defined contribution plan in accordance with the Mandatory Provident Fund Schemes Ordinance in Hong Kong. A defined contribution plan generally specifies the periodic amount that the employer must contribute to the plan and how that amount will be allocated to the eligible employees who perform services during the same period.
Segment Reporting and Reporting Units — As of June 30, 2025, the Company operated in Hong Kong through its subsidiaries, which primarily engaged in t the provision of marketing services in Hong Kong.
Management determined that the Company functions as a single operating segment, and thus reports as a single reportable segment. This determination is based on rules prescribed by GAAP applied to the manner in which management operates the Company. The chief operating decision maker is responsible for allocating resources to its operations and assessing performance and obtains financial information, being the consolidated balance sheets, consolidated statements of operations, and consolidated statements of cash flows, about the Company as a whole.
Earnings Per Share — Basic earnings per share are computed using the weighted average number of common shares outstanding during the year. Diluted earnings per share are computed using the weighted average number of ordinary shares and potentially dilutive ordinary share equivalents, including stock options and warrants. As at December 31, 2024 and June 30, 2025, the Company had no financial instruments that are dilutive.
Commitments and Contingencies — Periodically, the Company reviews the status of each significant matter and assesses the potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable, and the amount can be reliably estimated, such amount is recognized in other liabilities.
Contingent liabilities are measured at management’s best estimate of the expenditure required to settle the obligation at the end of the reporting period and are discounted to present value where the effect is material. The Company performs evaluations to identify onerous contracts and, where applicable, records contingent liabilities for such contracts.
F-
Fair Value Measurements — Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Inputs used to measure fair value are classified using the following hierarchy:
| ● | Level 1. Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. |
| ● | Level 2. Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly through corroboration with observable market data. |
| ● | Level 3. Inputs are unobservable for the asset or liability and include situations in which there is little, if any, market activity for the asset or liability. The inputs used in the determination of fair value are based on the best information available under the circumstances and may require significant management judgment or estimation. |
The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable and accrued expenses reflected as current assets and current liabilities. Due to the short-term nature of these instruments, management considers their carrying value to approximate their fair value.
Related parties — We adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of their immediate families and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.
New accounting standards
In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13 (Topic 326), Financial Instruments — Credit Losses: Measurement of Credit Losses on Financial Instruments, which replaces the existing incurred loss impairment model with an expected credit loss model and requires an asset measured at amortized cost to be presented at the net amount expected to be collected. The guidance became effective for the Company beginning January 1, 2024. The adoption did not have a material impact on the Company’s consolidated financial statements.
Accounting Pronouncements Not Yet Adopted
In November 2024, the Financial Accounting Standards Board (FASB) issued ASU No. 2024-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2024-07), which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance will be effective for the annual periods beginning the year ended December 31, 2025, and for interim periods beginning January 1, 2025. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
In December 2024, the FASB issued ASU No. 2024-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2024-09), which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This guidance will be effective for the annual periods beginning the year ended December 31, 2025. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
F-
| 3. | Accounts receivable |
| At June 30, 2025 |
At December 31, 2024 |
|||||||
| Total accounts receivable | $ | 856,459 | $ | 918,926 | ||||
| Allowance | (186,208 | ) | (4,834 | ) | ||||
| $ | 670,251 | $ | 914,092 | |||||
The management reviewed the payment histories of the customers and the aging receivables that there were no histories of overdue. The provision of expected credit loss during the six months ended June 30, 2025 and 2024 were $182,716 and $nil, respectively.
| 4. | Prepayments, deposits paid and other receivables |
| At June 30, 2025 |
At December 31, 2024 |
|||||||
| Rental deposit | $ | 7,644 | $ | |||||
| Deferred offering cost | 696,220 | |||||||
| Prepayment for marketing expenses | 1,733,740 | |||||||
| Prepayment for IT consultancy maintenance services | 143,325 | 268,542 | ||||||
| $ | 1,884,709 | $ | 964,762 | |||||
| 5. | Property, plant and equipment, net |
| At June 30, 2025 |
At December 31, 2024 |
|||||||
| Leasehold improvement | $ | 447,429 | $ | |||||
| Computer equipment | 94,872 | 95,228 | ||||||
| 542,301 | 95,228 | |||||||
| Accumulated depreciation | (18,053 | ) | (4,906 | ) | ||||
| $ | 524,248 | $ | 90,322 | |||||
During the six months end June 30, 2025, the Company made the leasehold improvement for its corporate office of $450,696.
Depreciation included in:
| Six months ended June 30, |
||||||||
| 2025 | 2024 | |||||||
| Administrative expense | $ | 13,260 | $ | 763 | ||||
| 6. | Intangible assets, net |
| At June 30, 2025 |
At December 31, 2024 |
|||||||
| Acquired software | $ | 418,156 | $ | 419,722 | ||||
| Accumulated depreciation | (204,965 | ) | (163,760 | ) | ||||
| $ | 213,191 | $ | 255,962 | |||||
During the year ended December 31, 2022, the Company acquired 2 batches of software from an independent third-party software developer amounted to US$178,553 to support the Company’s augment reality marketing projects. In early 2023, to cope with the Company’s expansion, the Company further acquired 2 batches of software amounted to US$241,169.
As of June 30, 2025, the Company made deposit of US$1,482,439, US$611,520 and US$382,200 for the artificial intelligence trading platform, construction of interactive virtual environment and development of virtual reality and 3D simulation scenarios, respectively, it would be transferred to intangible assets upon completion of the development.
F-
Amortization included in:
| Six months ended June 30, |
||||||||
| 2025 | 2024 | |||||||
| Cost of sales | $ | 42,121 | $ | 41,972 | ||||
Acquired software was amortized over five years. Estimated annual amortization expense related to acquired software is set out below:
| 2026 | 83,631 | |||
| 2027 | 83,631 | |||
| 2028 | 45,929 | |||
| $ | 213,191 |
| 7. | Lease |
The Company has operating lease for office from its related party. The Company’s leases has remaining lease term of 1 year.
As of December 31, 2025, the Company has no additional material operating leases that have not yet commenced.
The following tables provide information about the Company’s operating leases.
| Right-of-use asset – operating lease | At June 30, 2025 |
At December 31, 2024 |
||||||
| Cost | $ | — | $ | — | ||||
| Accumulated amortization | — | — | ||||||
| Total lease cost | $ | — | $ | — | ||||
| Six months ended June 30, | ||||||||
| Other information | 2025 | 2024 | ||||||
| Cash paid for amounts included in the measurement of operating lease liabilities | $ | — | $ | 23,018 | ||||
| Weighted-average remaining lease term – operating leases | — | 0.5 year | ||||||
| Weighted-average discount rate – operating leases | — | 5.875 | % | |||||
| 8. | Revenue |
An analysis of revenue is set out below:
| Six months ended June 30, |
||||||||
| 2025 | 2024 | |||||||
| Revenue recognized at point in time | ||||||||
| 3D and Augment Reality | $ | $ | 999,744 | |||||
| Total solutions | 648,658 | 420,077 | ||||||
| Miscellaneous | 8,431 | 11,841 | ||||||
| Revenue recognized over time | ||||||||
| Consultancy and market research | 53,899 | |||||||
| $ | 710,988 | $ | 1,431,662 | |||||
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| 9. | Cost of revenue |
An analysis of revenue is set out below:
| Six months ended June 30, |
||||||||
| 2025 | 2024 | |||||||
| Subcontracting charges | $ | 299,018 | $ | 515,702 | ||||
| Depreciation and amortization | 42,121 | 41,972 | ||||||
| Salaries | 38,807 | 49,073 | ||||||
| $ | 379,946 | $ | 606,747 | |||||
| 10. | Income tax |
The Company and its subsidiaries are subject to income taxes on an entity basis on income derived from the location in which each entity is domiciled.
The Company and its subsidiary, Everbright International, are domiciled in the Cayman Islands and the British Virgin Islands respectively. Both companies currently enjoy permanent income tax holidays; accordingly, both companies do not accrue for income taxes.
The Company’s operating subsidiary, Metaverse incorporated in Hong Kong is subject to an income tax rate of 8.25% for first HK$2,000,000 assessable profits and 16.5% for the assessable profits thereafter.
| Six months ended June 30, |
||||||||
| Provision for income tax | 2025 | 2024 | ||||||
| Current | ||||||||
| Hong Kong | $ | $ | 54,297 | |||||
| Deferred | ||||||||
| Hong Kong | ) | (7,051 | ) | |||||
| Total | $ | ) | $ | 47,246 | ||||
Numerical reconciliation of income tax expenses to prima facie tax payable:
| Six months ended June 30, |
||||||||
| 2025 | 2024 | |||||||
| (Loss) profit before income tax | $ | ) | $ | 443,407 | ||||
| Tax effect at the Hong Kong profits tax rate of 16.5% | $ | ) | $ | 73,162 | ||||
| Differential of local statutory tax rates | 5,125 | |||||||
| Tax effect of preferential tax rate | (25,784 | ) | ||||||
| Tax effect of non-assessable income | (3 | ) | (132 | ) | ||||
| Tax effect of non-deductible expenses | 44,521 | |||||||
| Total | $ | (83,757 | ) | $ | 47,246 | |||
| Six months ended June 30, |
||||||||
| Effective income tax rate (%) | 2025 | 2024 | ||||||
| Effective income tax rate – Hong Kong | 10.77 | % | 10.66 | % | ||||
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There were no material unrecognized temporary differences and unsettled tax position.
The components of deferred tax assets their movements were as follows:
|
Tax losses |
Property, plant and equipment |
Intangible assets |
Total | |||||||||||||
| Balance as of January 1, 2024 | $ | $ | 942 | $ | 56,085 | $ | 57,027 | |||||||||
| Charged to statement of operations | (125 | ) | (6,926 | ) | (7,051 | ) | ||||||||||
| Balance as of June 30, 2024 | $ | $ | 817 | $ | 63,010 | $ | 49,976 | |||||||||
| Balance as of January 1, 2025 | (1,028 | ) | (42,234 | ) | (43,262 | ) | ||||||||||
| Charged to statement of operations | 91,300 | (14,600 | ) | 7,057 | 83,757 | |||||||||||
| Balance as of June 30, 2025 | $ | 91,300 | $ | (15,628 | ) | $ | (35,177 | ) | $ | 40,495 | ||||||
| 11. | Commitments and contingencies |
In the ordinary course of business, the Company may be subject to legal proceedings regarding contractual and employment relationships and a variety of other matters. The Company records contingent liabilities resulting from such claims, when a loss is assessed to be probable, and the amount of the loss is reasonably estimable.
In the opinion of management, there were no pending or threatened claims and litigation as of December 31, 2025 and through the issuance date of these consolidated financial statements.
| 12. | Supplemental Cash Flow Information |
Payments for interest and income taxes were as follows:
| Six months ended June 30, |
||||||||
| 2025 | 2024 | |||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
Non-cash transactions:
On May 18, 2024, the Company issued 50,000 ordinary shares of US$1 each to its holding company by debiting US$50,000 due from immediate holding company, it was fully settled by way of settling the expenses on behalf of the Company during the six months ended June 30, 2025.
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| 13. | Related party transactions |
For the six months ended June 30, 2025, the Company had the following related party transactions:
| Name | Amount | Relationship | Note | |||||
| Bauhinia Holdings (China) Limited | $ | 23,099 | A company controlled by the spouse of the Company’s controlling shareholder | Operating lease payments. | ||||
As of June 30, 2025, the Company had the following balances due with related parties:
| Name | Amount | Relationship | Note | |||||
| Everbright Digital Global Limited | $ | (242,257 | ) | Immediate holding company | Unsecured, interest free and repayable on demand to immediate holding company | |||
| Bauhinia Holdings (China) Limited | (3,822 | ) | A company controlled by the spouse of the Company’s controlling shareholder | Accrued lease expense | ||||
For the six months ended June 30, 2024, the Company had the following related party transactions:
| Name | Amount | Relationship | Note | |||||
| Bauhinia Holdings (China) Limited | $ | 23,018 | A company controlled by the spouse of the Company’s controlling shareholder | Operating lease payments. | ||||
As of December 31, 2024, the Company had the following balances due with related parties:
| Name | Amount | Relationship | Note | |||||
| Everbright Digital Global Limited | $ | 50,000 | Immediate holding company | Unsecured, interest free current account receivable, repayable on demand | ||||
The above transactions were not in arm length transactions that the related party is considered providing favors to the Company. As the balances were repayable on demand, there was no imputed interest concerned.
| 14. | Concentration and risks |
The Company is not exposed to significant financial risks other than the concentration risk, which is analyzed as follows:
Customers
Customers who accounted for 10% or more of the Company’s revenues or with significant outstanding receivables are analysed as follows:
| Revenue for six months ended June 30, | At June 30, |
At December 31, |
||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Customer A | % | 17.06 | % | % | 33.95 | % | ||||||||||
| Customer B | 9.13 | |||||||||||||||
| Customer C | 10.02 | |||||||||||||||
| Customer D | 24.56 | 18.31 | ||||||||||||||
| Customer E | 15.90 | 13.86 | ||||||||||||||
| Customer F | 30.2 | 22.7 | ||||||||||||||
| Customer G | 28.7 | 21.4 | ||||||||||||||
| Customer H | 32.3 | 24.9 | ||||||||||||||
| Customer I | 12.4 | |||||||||||||||
| Customer J | 14.8 | |||||||||||||||
| 91.2 | % | 57.52 | % | 96.2 | % | 85.27 | % | |||||||||
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| 15. | Equity |
Ordinary Shares
The Company was established under the laws of Cayman Islands (the Cayman law) on May 18, 2023 with authorized share of 50,000 ordinary shares of par value US$1 each.
Upon incorporation, 1 ordinary share of US$1 was issued a par.
On the same date, the Company 49,999 shares of US$1 each were issued at par. All these ordinary shares rank pari-passu with the exiting share in all respect.
The total considerations US$50,000 was outstanding from the immediate holding company, which was presented as a deduction from equity.
As of the June 30, 2025 50,000 ordinary shares were issued and outstanding.
On April 26, 2024, for the ease of future capital restructuring in preparing the initial public offering, 49,900 ordinary shares of US$1 each that were surrendered by the holding company, Everbright Global back to the Company without considerations.
On December 30, 2024, 619 Ordinary Shares were allotted and issued to Everbright Global at par value of US$1.0 each. On the same day, 280 Ordinary Shares were allotted and issued to the Subscribers for a total consideration of HK$2,800,000 (approximately US$354,427). All these Ordinary Shares rank pari-passu with the exiting shares in all respects.
On January 20, 2025, the Company authorized a share split, changing its share capital from US$50,000 divided into 50,000 shares of a par value of US$1.00 each, to US$50,000 divided into 1,250,000,000 shares of a par value of US$0.00004 each. Under the share split, each ordinary share of the Company was sub-divided to 25,000 ordinary shares of the Company.
Thereafter, there were a total of 25,000,000 Ordinary Shares in issue and outstanding in the share capital of the Company.
On April 21, 2025, the Company completed its initial public offering and allotted and issued of 1,500,000 ordinary shares at offering price of $4 per shares to public investors for gross proceeds of $6,000,000.
On May 22, 2025, the underwriter, Dominari Securities LLC, partially exercised its over-allotment option to purchase an additional 160,000 ordinary shares of the Company at the offering price of $4 per share for gross proceeds of $640,000.
The Company is authorized to issue one class of ordinary share.
The holders of the Company’s ordinary share are entitled to the following rights:
Voting Rights: Each share of the Company’s ordinary share entitles its holder to one vote per share on all matters to be voted or consented upon by the shareholders. Holders of the Company’s ordinary shares are not entitled to cumulative voting rights with respect to the election of directors.
Dividend Right: Subject to limitations under the Cayman law and preferences that may apply to any shares of preferred stock that the Company may decide to issue in the future, holders of the Company’s ordinary share are entitled to receive rateably such dividends or other distributions, if any, as may be declared by the Board of the Company out of funds legally available therefor.
Liquidation Right: In the event of the liquidation, dissolution or winding up of our business, the holders of the Company’s ordinary share are entitled to share rateably in the assets available for distribution after the payment of all of the debts and other liabilities of the Company, subject to the prior rights of the holders of the Company’s preferred stock.
Other Matters: The holders of the Company’s ordinary share have no subscription, redemption or conversion privileges. The Company’s ordinary share does not entitle its holders to pre-emptive rights. All of the outstanding shares of the Company’s ordinary share are fully paid and non-assessable. The rights, preferences and privileges of the holders of the Company’s ordinary share are subject to the rights of the holders of shares of any series of preferred stock which the Company may issue in the future.
| 16. | Subsequent event |
The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that these consolidated financial statements were available to be issued, there was no subsequent event that required recognition or disclosure.
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