Ambitions Enterprise Management Co. L.L.C 6-K, filed Dec 8, 2025
Ambitions Enterprise Management Co. L.L.C (AHMA)
About this 6-K
Ambitions Enterprise Management Co. L.L.C filed this 6-K on December 8, 2025.
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: 001-42906
AMBITIONS ENTERPRISE MANAGEMENT CO. L.L.C
630 Business Village Block B
Port Saeed Deira, Dubai
United Arab Emirates
+97 142282568 (Address of principal executive office)
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 ☐
Explanatory Note
AMBITIONS ENTERPRISE MANAGEMENT CO. L.L.C, a Cayman Islands exempted company (the “Company”), is furnishing its unaudited financial statements and notes for the six months ended June 30, 2025. The financial statements and notes are attached as Exhibit 99.1 to this report. Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2025 is attached as Exhibit 99.2 to this report.
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Exhibit Index
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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.
| AMBITIONS ENTERPRISE MANAGEMENT CO. L.L.C | ||
| Date: December 8, 2025 | By: | /s/ Zhengang Tang |
| Name: | Zhengang Tang | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
AMBITIONS ENTERPRISE MANAGEMENT CO., L.L.C
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts expressed in US dollars (“$”) except for numbers of shares and par value)
| Notes | As of June 30, 2025 | As of December 31, 2024 | ||||||||
| (Unaudited) | ||||||||||
| ASSETS | ||||||||||
| Current assets: | ||||||||||
| Cash and cash equivalents | $ | 1,035,626 | $ | 986,768 | ||||||
| Restricted cash | 298,434 | 298,434 | ||||||||
| Accounts receivable, net | 4 | 4,747,072 | 4,907,563 | |||||||
| Prepayments and other current assets | 5 | 2,275,559 | 1,893,288 | |||||||
| Deferred offering costs | 818,827 | 619,238 | ||||||||
| Amounts due from related parties | 9 | 843,826 | 1,034,432 | |||||||
| Total current assets | 10,019,344 | 9,739,723 | ||||||||
| Non-current assets: | ||||||||||
| Equipment, net | 6 | 168,600 | 138,263 | |||||||
| Deferred tax assets | 10 | 20,436 | 13,963 | |||||||
| Right-of-use assets | 8 | 77,790 | 98,852 | |||||||
| Total non-current assets | 266,826 | 251,078 | ||||||||
| Total assets | $ | 10,286,170 | $ | 9,990,801 | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||
| Current liabilities: | ||||||||||
| Accounts payable | $ | 2,515,445 | $ | 2,875,953 | ||||||
| Amounts due to related parties | 9 | 34,477 | 39,566 | |||||||
| Advance from customers | 610,192 | 303,673 | ||||||||
| Operating lease liabilities, current | 8 | 61,480 | 84,826 | |||||||
| Income tax payable | 140,567 | 109,454 | ||||||||
| Accrued expenses and other current liabilities | 7 | 220,581 | 202,798 | |||||||
| Total current liabilities | 3,582,742 | 3,616,270 | ||||||||
| Total liabilities | 3,582,742 | 3,616,270 | ||||||||
| Shareholders’ equity: | ||||||||||
| Ordinary share, $0.0000001 par value; 399,966,500,000 class A shares authorized; 9,240,000 shares issued and outstanding as of June 30, 2025 and December 31, 2024 | 13 | 1 | 1 | |||||||
| Ordinary share, $0.0000001 par value; 100,033,500,000 class B shares authorized; 18,760,000 shares issued and outstanding as of June 30, 2025 and December 31, 2024 | 13 | 2 | 2 | |||||||
| Subscription receivable | (3 | ) | (3 | ) | ||||||
| Additional paid-in capital | 81,688 | 81,688 | ||||||||
| Retained earnings | 6,621,740 | 6,292,843 | ||||||||
| Total shareholders’ equity | 6,703,428 | 6,374,531 | ||||||||
| Total liabilities and shareholders’ equity | $ | 10,286,170 | $ | 9,990,801 | ||||||
| * | Giving retroactive effect to the 9,240,000 class A ordinary shares and 18,760,000 class B ordinary shares issued and outstanding following the share subdivision and share surrender on February 18, 2025, starting from the earliest period presented. Further information is disclosed in Note 13 SHAREHOLDERS’ EQUITY. |
The accompanying notes are an integral part of these consolidated financial statements.
AMBITIONS ENTERPRISE MANAGEMENT CO., L.L.C
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts expressed in US dollars (“$”) except for numbers of shares and par value)
| For the Six Months Ended June 30, | ||||||||||
| Notes | 2025 | 2024 | ||||||||
| (Unaudited) | (Unaudited) | |||||||||
| Revenue | $ | 9,739,933 | $ | 8,512,330 | ||||||
| Cost of revenue | (7,867,265 | ) | (6,696,388 | ) | ||||||
| Gross profit | 1,872,668 | 1,815,942 | ||||||||
| Operating expenses: | ||||||||||
| Selling and marketing | (745,560 | ) | (664,635 | ) | ||||||
| General and administrative | (794,105 | ) | (1,025,050 | ) | ||||||
| Total operating expenses | (1,539,665 | ) | (1,689,685 | ) | ||||||
| Operating income | 333,003 | 126,257 | ||||||||
| Interest income /(expenses), net | 15,620 | (3,908 | ) | |||||||
| Other income, net | 2,674 | 1,848 | ||||||||
| Income before income taxes | 351,297 | 124,197 | ||||||||
| Income tax expenses | 10 | (22,400 | ) | (11,126 | ) | |||||
| Net income | $ | 328,897 | $ | 113,071 | ||||||
| Net income per share attributable to ordinary shareholders of the Company | ||||||||||
| Basic and diluted | 11 | $ | 0.01 | $ | — | |||||
| Weighted average shares used in calculating net earning per share | ||||||||||
| Class A and Class B ordinary shares – Basic and diluted* | 11 | 28,000,000 | 28,000,000 | |||||||
| * | Giving retroactive effect to the 9,240,000 class A ordinary shares and 18,760,000 class B ordinary shares issued and outstanding following the share subdivision and share surrender on February 18, 2025, starting from the earliest period presented. Further information is disclosed in Note 13 SHAREHOLDERS’ EQUITY. |
The accompanying notes are an integral part of these consolidated financial statements.
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AMBITIONS ENTERPRISE MANAGEMENT CO., L.L.C
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Amounts expressed in US dollars (“$”) except for numbers of shares and par value)
| Class A Ordinary shares | Class B Ordinary shares | Subscription | Additional paid-in | Retained | Total shareholders’ | |||||||||||||||||||||||||||
| Shares* | Amount | Shares* | Amount | receivable | capital | earnings | equity | |||||||||||||||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||||||||||||||||
| Balance as of December 31, 2023 | 9,240,000 | $ | 1 | 18,760,000 | $ | 2 | $ | (3 | ) | $ | 81,688 | $ | 5,341,978 | $ | 5,423,666 | |||||||||||||||||
| Net income | — | — | — | — | — | — | 113,071 | 113,071 | ||||||||||||||||||||||||
| Balance as of June 30, 2024 | 9,240,000 | $ | 1 | 18,760,000 | $ | 2 | $ | (3 | ) | $ | 81,688 | $ | 5,455,049 | $ | 5,536,737 | |||||||||||||||||
| Balance as of December 31, 2024 | 9,240,000 | $ | 1 | 18,760,000 | $ | 2 | $ | (3 | ) | $ | 81,688 | $ | 6,292,843 | $ | 6,374,531 | |||||||||||||||||
| Net income | 328,897 | 328,897 | ||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | 9,240,000 | $ | 1 | 18,760,000 | $ | 2 | (3 | ) | $ | 81,688 | 6,621,740 | 6,703,428 | ||||||||||||||||||||
| * | Giving retroactive effect to the 9,240,000 class A ordinary shares and 18,760,000 class B ordinary shares issued and outstanding following the share subdivision and share surrender on February 18, 2025, starting from the earliest period presented. Further information is disclosed in Note 13 SHAREHOLDERS’ EQUITY. |
The accompanying notes are an integral part of these consolidated financial statements.
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AMBITIONS ENTERPRISE MANAGEMENT CO., L.L.C
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts expressed in US dollars (“$”))
| For the Six Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Cash flows from operating activities: | ||||||||
| Net income | 328,897 | 113,071 | ||||||
| Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
| Depreciation of equipment | 32,014 | 20,556 | ||||||
| Amortization of right-of-use assets | 76,438 | 79,598 | ||||||
| Allowance for credit loss | 69,640 | 226,956 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable, net | 88,309 | 102,953 | ||||||
| Amount due from related parties | 190,606 | — | ||||||
| Prepayment and other current assets | (379,728 | ) | (95,748 | ) | ||||
| Accounts payable | (360,509 | ) | 71,700 | |||||
| Operating lease liabilities | (78,722 | ) | (79,659 | ) | ||||
| Advance from customers | 306,519 | (19,746 | ) | |||||
| Amounts due to related party | (5,089 | ) | 75,383 | |||||
| Income tax payables | 32,620 | — | ||||||
| Deferred tax | (6,473 | ) | (20,431 | ) | ||||
| Accrued expenses and other current liabilities | 17,783 | (88,844 | ) | |||||
| Net cash provided by operating activities | 312,305 | 385,789 | ||||||
| Cash flows from investing activity: | ||||||||
| Purchase of equipment | (63,858 | ) | (2,689 | ) | ||||
| Net cash used in investing activity | (63,858 | ) | (2,689 | ) | ||||
| Cash flows from financing activity: | ||||||||
| Deferred offering costs | (199,589 | ) | — | |||||
| Net cash used in financing activities | (199,589 | ) | — | |||||
| Net increase in cash and cash equivalents and restricted cash | 48,858 | 383,100 | ||||||
| Cash and cash equivalents and restricted cash, beginning of period | 1,285,202 | 778,952 | ||||||
| Cash and cash equivalents and restricted cash, end of period | 1,334,060 | 1,162,052 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
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AMBITIONS ENTERPRISE MANAGEMENT CO., L.L.C
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in absolute, except share and per share data, or otherwise noted)
1. ORGANIZATION
(a) Nature of operations
AMBITIONS ENTERPRISE MANAGEMENT CO. L.L.C (“Ambitions” or the “Company”) was incorporated in the Cayman Islands on November 2, 2023 as an exempted company with limited liability under the Companies Act (As Revised) of the Cayman Islands with an authorized share capital of USD50,000 divided into 500,000,000,000 ordinary shares of par value USD0.0000001 each and 16,500,000 Class A ordinary shares and 33,500,000 Class B ordinary shares were issued and outstanding. HUNTER INTERNATIONAL TRAVEL & TOURISM L.L.C (“Hunter”) was incorporated in the UAE on October 10, 2007. MULTIPLE EVENTS L.L.C (“Multiple”) was incorporated in the UAE on March 16, 2008. Hunter, together with Multiple (collectively, the ‘‘Operating Entities”), are principally engaged in providing one-stop tourism and management solution services for meetings, incentives, conference, and exhibitions (“MICE”) in the UAE, including event planning, ticketing, visa application, ground services, accommodation and dining arrangements, event reception and execution.
(b) Reorganization
In preparation of the Company’s initial public offering (“IPO”) in the United States, the following transactions were undertaken to reorganize the legal structure of the Operating Entities. The Company was incorporated in connection with a group reorganization (the “Reorganization”) of the Company and its subsidiaries.
On December 10, 2023, the Company acquired AMBITIONS ENTERPRISE MANAGEMENT CO. L.L.C (“Ambitions Dubai”) in the UAE, which became a wholly-owned subsidiary of the Company upon closing.
On December 10, 2023, the Company, through Ambitions Dubai, entered into two equity purchase agreements with the Operating Entities and its then shareholders. The Operating Entities then became wholly-owned subsidiaries of Ambitions Dubai. The Company has accounted for the Reorganization as a transaction between entities with common ownership, which is akin to a reorganization of entities under common control. After the Reorganization, Zhengang Tang, the principal shareholder of the Operating Entities before the Reorganization, and the Chairman of the Board of Directors, Director, and Chief Executive Officer of the Company after the Reorganization, beneficially owns an aggregate of 71.1% of the Company’s outstanding Shares. As all the entities involved in the process of the Reorganization are under common ownership of Ambition’s shareholders before and after the Reorganization, the Reorganization is accounted for in a manner similar to a pooling of interests with the assets and liabilities of the parties to the Reorganization carried over at their historical amounts. Therefore, the accompanying consolidated financial statements were prepared as if the corporate structure of the Company had been in existence since the beginning of the periods presented. The Company and its subsidiaries hereinafter are collectively referred to as the “Group”.
As of the date of this report, the details of the Company’s principal subsidiaries are as follows:
| Entity | Date of incorporation |
Place of incorporation |
Percentage of direct or indirect ownership by the Company | |||
| AMBITIONS ENTERPRISE MANAGEMENT CO. L.L.C (“Ambitions”) | November 2, 2023 | Cayman Islands | ||||
| Subsidiaries: | ||||||
| AMBITIONS ENTERPRISE MANAGEMENT CO. L.L.C (“Ambitions Dubai”) | October 26, 2023 | The United Arab Emirates |
100% | |||
| HUNTER INTERNATIONAL TRAVEL & TOURISM L.L.C (“Hunter”) | October 10, 2007 | The United Arab Emirates |
100% | |||
| MULTIPLE EVENTS L.L.C (“Multiple”) | March 16, 2008 | The United Arab Emirates |
100% |
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(c) Impact of the COVID-19
The outbreak of the novel strain of the coronavirus (“COVID-19”) severely restricted the level of economic activity around the world beginning in 2020. Government measures implemented then to contain the spread of COVID-19, such as imposing restrictions on travel and business operations, limited business travel significantly below 2019 levels.
Since then, many countries have vaccinated a reasonable proportion of their population and the spread of virus is now being contained to varying degrees in different countries. With the evolution of milder COVID-19 variants, availability of multiple vaccine booster doses and increasing familiarity with the virus, many COVID-19 related travel restrictions have been lifted with the countries around the world reopening their borders for foreign travel and clients becoming more comfortable traveling. This has led to a moderation, and to an extent recovery, of the more severe declines in business travel bookings experienced at the height of the pandemic and during periods of resurgence. The Group has seen improvement in its transaction volume starting the second half of 2021 and continuing into 2023. While the global travel activity has since shown a recovery trend, it still remains below 2019 levels. Since March 2020, the Group has taken several measures to preserve its liquidity, including initiating a business response plan to the COVID-19 pandemic (voluntary and involuntary redundancies, flexible workings, mandatory pay reductions, consolidating facilities, etc.). The Group incurred a net income of $328,897 and had cash inflows from operations of $312,305 for the six months ended June 30, 2025 compared to a net income of $113,071 and cash inflows from operations of $385,789 for the six months ended June 30, 2024.
Overall, the full duration and total impact of COVID-19 remains uncertain and it is difficult to predict how the recovery will unfold for the travel industry and, in particular, the Group’s business, going forward. The severity and duration of resurgence of COVID-19 variants, as well as uncertainty over the efficacy of the vaccines against such new variants of the virus, may contribute to delays in economic recovery.
On May 5, 2023, the World Health Organization declared that COVID-19 is now an established and ongoing health issue which no longer constitutes a public health emergency of international concern. However, the extent of the impact of COVID-19 on the Group’s future financial results will be dependent on future developments such as the length and severity of COVID-19, the potential resurgence of COVID-19 cases, future government actions in response to COVID-19 and the overall impact of COVID-19 on the global economy and capital markets, among many other factors, all of which remain highly uncertain and unpredictable. Given this uncertainty, the Group is currently unable to quantify the expected impact of COVID-19 on its future operations, financial condition, liquidity and results of operations.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of presentation
The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in accounting principles generally accepted in the United States of America (“U.S. GAAP”) pursuant to the rules and regulations of the U.S. Securities Exchange Commission (“SEC”).
(b) Principles of consolidation
The accompanying consolidated financial statements of the Group include the financial statements of the Company and its subsidiaries for which the Company is the ultimate primary beneficiary.
A subsidiary is an entity in which the Company, directly or indirectly, controls more than one half of the voting power, has the power to appoint or remove the majority of the members of the board of directors, and to cast majority of votes at the meeting of the board of directors or to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders.
All significant transactions and balances between the Company and its subsidiaries have been eliminated. The non-controlling interests in consolidated subsidiaries are shown separately in the consolidated financial statements.
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(c) Use of estimates
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenue and expenses during the reported period in the consolidated financial statements and accompanying notes. Significant accounting estimates reflected in the Group’s consolidated financial statements mainly include, but are not limited to the incremental borrowing rate used in the recognition of right-of-use assets and lease liabilities, useful lives of equipment, assessment for impairment of long-lived assets, and current credit loss of receivables. Actual results could differ from those estimates.
(d) Foreign currency
The Group’s reporting currency is United States dollars (“$”). The functional currency of the Company is USD. The functional currencies of the Company’s subsidiaries incorporated in the UAE are their respective local currencies Dirham (“AED”). The determination of the respective functional currency is based on the criteria set out by ASC 830, Foreign Currency Matters, (“ASC 830”).
Transactions denominated in currencies other than in the functional currency are translated into the functional currency using the exchange rates prevailing at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated into functional currency using the applicable exchange rates at the balance sheet date. Non-monetary items that are measured in terms of historical cost in foreign currency are re-measured using the exchange rates at the dates of the initial transactions. Exchange gains or losses arising from foreign currency transactions are included in the consolidated statements of comprehensive loss.
The financial statements of the Group’s entities of which the functional currency is not USD are translated from their respective functional currency into USD. Assets and liabilities denominated in foreign currencies are translated into USD at the exchange rates at the balance sheet date. Equity accounts other than earnings generated in current period are translated into USD at the appropriate historical rates. Income and expense items are translated into USD using the periodic average exchange rates. Due to the exchange rate of USD to AED being 3.6725, there is no other comprehensive income or loss in the consolidated statements of shareholders’ equity.
(e) Cash and cash equivalents
Cash and cash equivalents represent cash on hand, time deposits and highly-liquid investments placed with banks or other financial institutions, which are unrestricted as to withdrawal and use, and which have original maturities of three months or less.
(f) Restricted cash
Restricted cash represents the cash that is not freely available to be spent nor re-invested to sustain future growth, which is legally or contractually restricted, or only to be used for a specified purpose. The restrictions can be permanent or temporary. Failure to use the asset according to agreed limitations will generate contractual or legal consequences.
(g) Accounts receivable and allowance for credit loss
Accounts receivable primarily includes trade accounts receivable from business clients and travel suppliers, less allowances for credit loss. The Group measures all credit losses at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts.
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(h) Equipment, net
Equipment is stated at cost less accumulated depreciation and impairment loss, if any. Depreciation is recognized once an asset is available for its intended use. Depreciation is computed using the straight-line method over the estimated useful lives of assets which are as follows:
| Category | Estimated useful life | |
| Electronic equipment | 3 – 5 years | |
| Motor vehicles | 3 – 5 years |
Equipment is reviewed for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Recoverability of a long-lived asset or asset group to be held and used is measured by a comparison of the carrying amount of an asset or asset group to the estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying value of an asset or asset group exceeds its estimated undiscounted future cash flows, an impairment loss is recognized by the amount that the carrying value exceeds the estimated fair value of the asset or asset group. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. Assets to be disposed are reported at the lower of carrying amount or fair value less costs to sell and are no longer depreciated. Impairment of long-lived assets was disclosed in Note 6.
(i) Deferred offering costs
Pursuant to ASC 340-10-S99-1, offering costs directly attributable to an offering of equity securities are deferred and would be charged against the gross proceeds of the offering as a reduction of additional paid-in capital. These costs include legal fees related to the registration drafting and counsel, consulting fees related to the registration preparation, SEC filing and print related costs, exchange listing costs, and road show related costs.
(j) Impairment of long-lived assets other than goodwill
The Group evaluates its long-lived assets, including property and equipment and right-of-use assets 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, the Group evaluates the recoverability of long-lived assets by comparing the carrying amounts 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 amounts of the assets, the Group recognizes an impairment loss based on the excess of the carrying amounts of the assets over their fair value. Fair value is generally determined by discounting the cash flows expected to be generated by the assets, when the market prices are not readily available. As of June 30, 2025 and 2024, there was approximately $47,830 and $47,830 of impairment of long-lived assets recognized, respectively.
(k) Fair value of financial instruments
The Group adopted the guidance of ASC 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:
| Level 1 — | Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. | |
| Level 2 — | Other inputs that are directly or indirectly observable in the marketplace. | |
| Level 3 — | Unobservable inputs which are supported by little or no market activity. |
The carrying amounts reported in the balance sheets of cash and cash equivalents and restricted cash, accounts receivable, prepayments and other current assets, amount due from related parties, accounts payable, accrued expenses and other current liabilities and amount due to related parties, approximate their fair value based on the short-term maturity of these instruments. The Group did not have any non-financial assets or liabilities that are measured at fair value on a recurring basis as of June 30, 2025 and 2024.
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(l) Revenue recognition
Under ASC 606, Revenue from Contracts with Customers, the Group recognizes revenue when a customer obtains control of promised goods or services and recognizes in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. The Group recognized revenue according to the following five-step revenue recognition criteria based on ASC 606: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price; and (5) recognize revenue when or as the entity satisfies a performance obligation.
The Group generates revenue by providing (i) MICE management solution services, an acronym that stands for meetings, incentives, conferences, and exhibitions, which refers to a sector of the tourism industry that organizes, manages, and hosts events for business or academic purposes; (ii) packaged tours services; (iii) services for transportation ticketing and accommodation reservation; and (iv) other travel related services. Revenue is recognized when control of the promised services in an arrangement is transferred to the customers in an amount that reflects the expected consideration in exchange for those services. The following table sets forth a breakdown of the Group’s revenue, in absolute amounts and percentages of total revenue for the periods presented:
| For the Six Months Ended June 30, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| US$ | % | US$ | % | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| MICE management solution services revenue | 8,735,866 | 89.7 | 6,334,756 | 74.4 | ||||||||||||
| Packaged tours services revenue | 709,060 | 7.3 | 1,863,873 | 21.9 | ||||||||||||
| Commission revenue for transportation ticketing and accommodation reservation services | 236,012 | 2.4 | 222,064 | 2.6 | ||||||||||||
| Other revenue | 58,995 | 0.6 | 91,637 | 1.1 | ||||||||||||
| Total revenue | 9,739,933 | 100.0 | 8,512,330 | 100.0 | ||||||||||||
MICE management solution services revenue
The Group generates revenue from providing MICE management solution services to the corporate customers for their business purpose tourism. The Group acts as the principal and its performance obligation is to provide the overall MICE management solution services to customers. The Group’s services cover all aspects of the work from event planning, venue selection, event promotion, event execution, event management, and other related services. However, customers are not able to benefit any one of these services alone as the Group determines pricing for the entire MICE services as a whole without any variable considerations. Each contract of MICE management solution services contains a single performance obligation to provide MICE management solution services which is satisfied at the point when the meetings, conferences, and exhibitions are completed. MICE management solution services revenue are recognized on a gross basis at a point in time when the service is rendered.
Packaged tours services revenue
The Group also operates its self-operated local tour operator business in various destinations by directly providing destination-based services to the organized tour customers, starting from their arrival at the destination and all the way until they depart from the destination. As a self-operated local tour operator, the Group integrates the underlying resources such as transportations, accommodations, entertainments, meals and tour guide services from selected suppliers, directs the selected vendors to provide services on the Group’s behalf, and hence sets up the price for the tour. However, customers are not able to benefit any one of these services alone as the Group determines pricing for the entire packages tour services as a whole without any variable considerations. The Group is also primarily responsible for fulfilling the promise of the whole packaged tours service, which is a single performance obligation. Accordingly, the Group is a principal for the self-operated local tour operator business and recognizes revenue on a gross basis in accordance with ASC 606.
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Commission revenue for air ticketing and hotel reservation
Transportation ticketing services
The Group receives commissions from travel suppliers for ticketing reservations and other related services through the Group’s transaction under various services agreements. Commissions from ticketing reservations rendered are recognized when tickets are issued as this is when the Group’s performance obligation is satisfied. The Group is not entitled to a commission fee for the tickets canceled by the end users. Losses incurred from cancelations are immaterial due to a historical low cancelation rate and minimal administrative costs incurred in processing cancelations. The Group presents revenue from such transactions on a net basis as the Group, generally, does not control the service provided by the travel supplier to the traveler and does not assume inventory risk for canceled ticketing reservations.
Accommodation reservation services
The Group receives commissions from travel suppliers for hotel room reservations through the Group’s transactions. Commissions from hotel reservation services rendered are recognized when the reservation becomes non-cancelable (when the cancelation period provided by the reservation expires) which is the point at which the Group has fulfilled its performance obligation (successfully booking a reservation, which includes certain post-booking services during the cancelation period). Contracts with certain travel suppliers contain incentive commissions typically subject to achieving specific performance targets. The incentive commissions are considered as variable consideration and are estimated and recognized to the extent that the Group is entitled to such incentive commissions. The Group generally receives incentive commissions from monthly arrangements with hotels based on the number of hotel room reservations where end users have completed their stay. The Group presents revenue from such transactions on a net basis as the Group, generally, does not control the service provided by the travel supplier to the traveler and does not assume inventory risk for canceled hotel reservations.
Other revenue
Other revenue primarily comprise revenue generated from service fees received from insurance companies and commission fees from other travel-related products and services, such as tourist attraction tickets and visa application services.
Contract balances
When either party to a contract has performed, the Group presents the contract in the consolidated balance sheets as a contract asset or a contract liability, depending on the relationship between the Group’s performance and the customer’s payment.
A contract asset is the right to be considered in exchange for goods or services transferred to the customer. If the Group performs by transferring goods or services to a customer before the customer pays consideration or before a payment is due, a contract asset is recognized for the earned consideration that is conditional. Contract assets are subject to impairment assessment.
A contract liability is recognized when a payment is received or a payment is due (whichever is earlier) from a customer before the Group transfers the related services. Contract liabilities are recognized as revenue when the Group performs under the contract.
During the six months ended June 30, 2025 and 2024, the Group recognized revenue of $155,111 and $142,309, respectively, which was initially recorded as contract liabilities and presented as “Advance from customers” on the consolidated balance sheets at the beginning of each period. As of June 30, 2025 and December 31, 2024, contract liabilities amounted to $610,192 and $303,673, respectively. Subsequently, the Group recognized revenue of $610,192 which was initially recorded as contract liabilities as of June 30, 2025.
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(m) Cost of revenue
Cost of revenue mainly consists of salaries and other compensation expenses related to the Group’s tour advisors, customer services representatives, and other personnel related to MICE management solution services and packaged tours transactions, and other expenses directly attributable to the Group’s principal operations, primarily including cost of merchandises, payment processing fees, telecommunication expenses, rental expenses, depreciation expenses, and other service fee. For the arrangements where the Group secures availabilities of tours and bears substantive inventory risks and for the self-operated local tour operator business, from which revenue is recognized on a gross basis, cost of revenue also includes the amount paid to tour operators or suppliers. The following table sets forth a breakdown of the Group’s cost of revenue, in absolute amounts and percentages of total revenue for the periods presented:
| For the Six Months Ended June 30, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| USD | % | USD | % | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Cost of MICE management solution services | $ | 7,272,462 | 74.7 | $ | 5,162,647 | 60.6 | ||||||||||
| Cost of packaged tours services | 594,803 | 6.1 | 1,533,741 | 18.1 | ||||||||||||
| Other cost | — | — | — | — | ||||||||||||
| Total cost of revenue | $ | 7,867,265 | 80.8 | $ | 6,696,388 | 78.7 | ||||||||||
(n) Sales and marketing expenses
Sales and marketing expenses consist primarily of salaries and other compensation-related expenses to sales and marketing personnel, marketing and promotional expenses. The Group expenses all advertising costs as incurred and classifies these costs under sales and marketing expenses.
(o) General and administrative expenses
General and administrative expenses consist primarily of salaries, bonuses and benefits for employees involved in general corporate functions, amortization of right-of-use assets, depreciation and amortization, legal and other professional services fees, and other general corporate related expenses.
(p) Taxation
Income Taxes
The UAE has recently issued the Corporate Tax Law, pursuant to which federal corporate tax will be implemented for financial periods starting on or after June 1, 2023. A tax rate of 9% on taxable income in excess of AED375,000 will be applicable to (i) legal persons incorporated or managed and controlled in the UAE; (ii) natural persons that conduct business in the UAE; and (iii) foreign businesses that have a permanent establishment in the UAE. Special rules govern qualifying free zone entities, pursuant to which such entities will be subject to 0% tax on their qualifying income. A different, higher, tax rate is expected to apply to certain entities that are part of large multinational groups with global consolidated revenue in excess of 750 million Euro (approximately AED3.15 billion or US$0.86 billion), however such rate has not yet been specified. Certain categories of UAE-sourced income generated by foreign businesses without a permanent establishment in the UAE will be subject to withholding tax at the rate of 0%. It is currently unclear how capital gains derived by foreign businesses from the sale of shares of entities resident in the UAE would be taxed.
As the Chapter 19 — Translate rules show in Federal Decree-Law No. 47 of 2022 published by UAE that a taxable person’s opening balance sheet for corporate tax purposes shall be the closing balance sheet prepared for financial reporting purposes under accounting standards applied in the State on the last day of the financial year that ends immediately before their first tax period commences, subject to any conditions or adjustments that may be prescribed by the minister.
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Value added tax
The Company’s UAE subsidiaries are subject to value added tax. Revenue from providing services is generally subject to VAT at the rate of 5%. The Group paid to local tax authorities after netting input VAT on purchases. The excess of output VAT over input VAT is reflected in accrued expenses and other current liabilities, and the excess of input VAT over output VAT is reflected in prepayments and other current assets in the consolidated balance sheets.
Uncertain tax positions
The Group did not accrue any liability, interest or penalties related to uncertain tax positions in its provision for income taxes line of its consolidated statements of income for the six months ended June 30, 2025 and 2024, respectively. The Group does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months.
(q) Comprehensive income (loss)
The Group has adopted FASB Accounting Standard Codification Topic 220 “Comprehensive income”, which establishes standards for reporting and the presentation of comprehensive income (loss), its components, and accumulated balances. There was no other comprehensive income or loss for the six months ended June 30, 2025 and December 31, 2024.
(r) Leases
On January 1, 2021, the Group adopted ASU No. 2016-02, Leases (Topic 842), as amended, which supersedes the lease accounting guidance under Topic 840. The Group elected to apply practical expedients permitted under the transition method that allow them to use the beginning of the period of adoption as the date of initial application, to not recognize lease assets and lease liabilities for leases with a term of twelve months or less, to not separate non-lease components from lease components, and to not reassess lease classification, treatment of initial direct costs, or whether an existing or expired contract contains a lease. The Group used modified retrospective method.
Under the new lease standard, the Group determines if an arrangement is or contains a lease at inception. Right-of-use assets and liabilities are recognized at lease commencement date based on the present value of remaining lease payments over the lease terms. The Group considers only payments that are fixed and determinable at the time of lease commencement.
At the commencement date, the lease liability is recognized at the present value of the lease payments not yet paid, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate for the same term as the underlying lease. The right-of-use asset is recognized initially at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred. As of June 30, 2025, the Group recognized right-of-use assets of $77,790 and corresponding current operating lease liabilities of $61,480, respectively. As of December 31, 2024, the Group recognized right-of-use assets of $98,852 and corresponding current operating lease liabilities of $84,826, respectively.
(s) Related party transactions
A related party is generally defined as (i) any person and or their immediate family hold 10% or more of the Group’s securities; (ii) the Group’s management and or their immediate family; (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Group; or (iv) anyone who can significantly influence the financial and operating decisions of the Group. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. Related parties may be individuals or corporate entities.
Transactions involving related parties cannot be presumed to be carried out on an arm’s length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s length transactions unless such representations can be substantiated.
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(t) Commitments and contingencies
In the normal course of business, the Group is subject to contingencies, such as legal proceedings and claims arising out of its business, which cover a wide range of matters. Liabilities for contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
If the assessment of a contingency indicates that it is probable that a loss is incurred and the amount of the liability can be estimated, then the estimated liability is accrued in the consolidated financial statements. If the assessment indicates that a potential loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed.
(u) Segment reporting
ASC 280, Segment Reporting, (“ASC 280”), establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers.
Based on the criteria established by ASC 280, the Group’s chief operating decision maker has been identified as the Group’s Chief Executive Officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Group. As a whole and hence, the Group has only one reportable segment. The Group does not distinguish between markets or segments for the purpose of internal reporting. As the Group’s long-lived assets are substantially located in Dubai, no geographical segments are presented. Segment disclosures are included in Note 14 — Segment Reporting.
(v) Recent accounting pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which focuses on improving reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. A public entity shall disclose for each reportable segment the significant expense categories and amounts that are regularly provided to the CODM and included in reported segment profit or loss. ASU 2023-07 also requires public entities to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Entities are permitted to disclose more than one measure of a segment’s profit or loss if such measures are used by the CODM to allocate resources and assess performance, as long as at least one of those measures is determined in a way that is most consistent with the measurement principles used to measure the corresponding amounts in the consolidated financial statements. ASU 2023-07 is applied retrospectively to all periods presented in financial statements, unless it is impracticable. The Group has adopted this standard and made appropriate disclosures. The interim reporting requirement applies to fiscal years beginning after December 15, 2024, and early adoption is permitted. Details of the segment disclosure policy analysis can be found in 2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) - (u) Segment reporting.
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires specific disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. This ASU will result in the required additional disclosures being included in the consolidated financial statements, once adopted. The Group has adopted this standard and made appropriate disclosures.
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3. CONCENTRATION OF RISKS
(w) Political, social, and economic risks
The Group’s operations could be adversely affected by significant political, economic, and social uncertainties in the UAE. Although the UAE government has been pursuing economic reform policies for several years, no assurance can be given that the UAE government will continue to pursue such policies or that such policies may not be significantly altered, especially in the event of a change in leadership, social or political disruption, or unforeseen circumstances affecting the UAE political, economic, and social conditions. There is also no guarantee that the UAE government’s pursuit of economic reforms will be consistent or effective.
(x) Credit risk and Concentration
Financial instruments that potentially subject the Group to significant concentrations of credit risk consist primarily of cash. As of June 30, 2025 and December 31, 2024, $1,334,060 and $1,285,202 were deposited with financial institutions located in the UAE, respectively. While the Group believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.
For the six months ended June 30, 2025 and for the year ended December 31, 2024, there was no customer accounted for more than 10% of the total revenue of the Group. As of June 30, 2025 and December 31, 2024, there was no customer accounted for more than 10% of the Group’s accounts receivable.
For the six months ended June 30, 2025 and for the year ended December 31, 2024, there was one supplier, supplier A, from whom purchases individually represent greater than 10% of the total purchases of the Group, and the total purchase from this supplier accounted for approximately 16.4% and 19.8% of the Group’s total purchase for the six months ended June 30, 2025 and for the year ended December 31, 2024, respectively. As of June 30, 2025 and December 31, 2024, there was no supplier accounted for more than 10% of the Group’s accounts payable.
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4. ACCOUNTS RECEIVABLE, NET
Accounts receivable and the allowance for credit loss consisted of the following:
| As of June 30, 2025 | As of December 31, 2024 | |||||||
| USD | USD | |||||||
| (Unaudited) | ||||||||
| Accounts receivable | 4,974,897 | 5,063,205 | ||||||
| Less: allowance for credit loss | (227,825 | ) | (155,642 | ) | ||||
| 4,747,072 | 4,907,563 | |||||||
Allowance for credit loss movement consisted of the following:
| As of June 30, 2025 | As of December 31, 2024 | |||||||
| USD | USD | |||||||
| (Unaudited) | ||||||||
| At the beginning of the period | (155,642 | ) | (97,133 | ) | ||||
| Provision of the period | (72,183 | ) | (58,509 | ) | ||||
| At the end of the period | (227,825 | ) | (155,642 | ) | ||||
As of June 30, 2025 and December 31, 2024, all accounts receivable were due from third party customers. The Group recognized allowance for credit loss of $227,825 and $155,642 for the six months ended June 30, 2025 and the year ended December 31, 2024, respectively.
5. PREPAYMENT AND OTHER CURRENT ASSETS
Prepayment and other current assets consisted of the following:
| As of June 30, 2025 | As of December 31, 2024 | |||||||
| USD | USD | |||||||
| (Unaudited) | ||||||||
| Loans to third parties(i) | 1,773,836 | 1,514,541 | ||||||
| Advances to suppliers | 389,244 | 339,166 | ||||||
| Rental deposit | 90,930 | 63,739 | ||||||
| Advance to staff | 3,422 | 4,087 | ||||||
| Others | 43,829 | - | ||||||
| Less: allowance for credit loss | (25,702 | ) | (28,245 | ) | ||||
| 2,275,559 | 1,893,288 | |||||||
| (i) | On December 20, 2020, Hunter entered into a three-year loan agreement with one of its business partners and the loan agreement was resigned on April 1, 2024 for priority and enhanced catering services, pursuant to which Hunter has an obligation to lend a variable loan amount with a free interest rate. On March 31, 2024, Multiple entered into a three-year loan agreement with one of its business partners for priority media and documentation services, pursuant to which Multiple has an obligation to lend a variable loan amount with a free interest rate. The loan agreements are renewed annually in the following years. For the six months ended June 30, 2025 and December 31, 2024, Hunter and Multiple provided total amounts of US$1,796,972 and US$2,834,559 to these business partners, and total amounts of US$1,469,280 and US$2,502,236 were repaid by these business partners, respectively. |
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6. EQUIPMENT, NET
Equipment consisted of the following:
| As of June 30, 2025 | As of December 31, 2024 | |||||||
| USD | USD | |||||||
| (Unaudited) | ||||||||
| Electronic equipment | 79,493 | 78,660 | ||||||
| Motor vehicles | 426,077 | 393,195 | ||||||
| 505,570 | 471,855 | |||||||
| Less: accumulated depreciation | (289,140 | ) | (285,762 | ) | ||||
| Less: impairment loss | (47,830 | ) | (47,830 | ) | ||||
| Equipment, net | 168,600 | 138,263 | ||||||
For the six months ended June 30, 2025 and 2024, the Group recorded depreciation of $32,014 and $20,556 respectively.
7. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consisted of the following:
| As of June 30, 2025 | As of December 31, 2024 | |||||||
| USD | USD | |||||||
| (Unaudited) | ||||||||
| Payroll and welfare payables | 49,931 | 63,247 | ||||||
| Deposit from employees | 29,898 | 12,818 | ||||||
| VAT payable | - | 2,389 | ||||||
| Deposit to suppliers | 132,584 | 116,176 | ||||||
| Others | 8,168 | 8,168 | ||||||
| 220,581 | 202,798 | |||||||
8. LEASES
The Group leases office space from third parties. The Group does not have any finance lease for the six months ended June 30, 2025 and 2024. Operating leases result in the recognition of right-of-use (“ROU”) assets and lease liabilities on the balance sheet. ROU assets represent the Group’s right to use the leased asset for the lease term, and lease liabilities represent the obligation to make lease payments. The operating lease expenses were charged to general and administrative expenses.
A summary of supplemental information related to operating leases as of June 30, 2025 and December 31, 2024 was as follows:
| As of June 30, 2025 | As of December 31, 2024 | |||||||
| USD | USD | |||||||
| (Unaudited) | ||||||||
| Right-of-use assets | 77,790 | 98,852 | ||||||
| Operating lease liabilities, current | 61,480 | 84,826 | ||||||
| Weighted average remaining lease terms | 0.6 | 0.6 | ||||||
| Weighted average discount rate | 7.18 | % | 7.18 | % | ||||
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Cash flow information related to leases consists of the following:
| For the six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Right-of-use assets obtained in exchange for new operating lease liabilities | $ | 52,820 | $ | 39,235 | ||||
The balances for the operating leases where the Group is the lessee are presented as follows within the consolidated balance sheets:
| As of June 30, 2025 | ||||
| USD | ||||
| (Unaudited) | ||||
| FY2025 | 49,678 | |||
| FY2026 | 13,246 | |||
| Total lease payment | 62,924 | |||
| less: imputed interest | (1,444 | ) | ||
| Total lease liabilities | 61,480 | |||
9. RELATED PARTY TRANSACTIONS
The Group’s balances with related parties consisted of the following:
| Names of the related parties | Relationship with the Group | |
| Zhengang Tang | Controlling shareholder, Director, Chief Executive Officer and Chairman of the Board | |
| Jihong Chen | Principal shareholder and the Director of the Board | |
| Naixin Tang | Principal shareholder | |
| Chinese Naseem Cultural Communications FZ LLC (“Naseem”) | Controlled by Zhengang Tang | |
| Shanghai Wok Restaurant (“Wok”) | Controlled by Zhengang Tang | |
| First Express Passengers Transport By Rented Buses L.L.C (“Express”) | Controlled by Zhengang Tang |
(a) Amounts due from related parties
| As of December 31, 2024 | Provided | Received | As of June 30, 2025 | |||||||||||||
| USD | USD | USD | USD | |||||||||||||
| (Unaudited) | ||||||||||||||||
| Naseem(i) | 544,949 | - | - | 544,949 | ||||||||||||
| Wok(i) | 489,483 | - | (190,606 | ) | 298,877 | |||||||||||
| 1,034,432 | - | (190,606 | ) | 843,826 | ||||||||||||
| As of December 31, 2023 | Provided | Received | As of December 31, 2024 | |||||||||||||
| USD | USD | USD | USD | |||||||||||||
| Naseem(i) | 733,288 | 9,839 | (198,178 | ) | 544,949 | |||||||||||
| Wok(i) | 489,483 | - | - | 489,483 | ||||||||||||
| 1,222,771 | 9,839 | (198,178 | ) | 1,034,432 | ||||||||||||
| (i) | Amount due from Naseem and Wok represent interest-free loans provided by Ambitions for their operation purpose. |
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(b) Amounts due to related party
| As of June 30, 2025 | As of December 31, 2024 | |||||||
| USD | USD | |||||||
| (Unaudited) | ||||||||
| Express(ii) | 34,477 | 39,566 | ||||||
| 34,477 | 39,566 | |||||||
| (ii) | Amount due to Express was purchasing automotive services from Express. |
(c) Related party’s transaction
| For the six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| USD | USD | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Automotive services purchased from Express | 252,686 | 212,449 | ||||||
| 252,686 | 212,449 | |||||||
10. TAXATION
Enterprise income tax
Cayman Islands
Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, the Cayman Islands does not impose a withholding tax on payments of dividends to shareholders.
The United Arab Emirates
The UAE has recently issued the Corporate Tax Law, pursuant to which federal corporate tax will be implemented for financial periods starting on or after June 1, 2023. A tax rate of 9% on taxable income in excess of AED375,000 will be applicable to (i) legal persons incorporated or managed and controlled in the UAE; (ii) natural persons that conduct business in the UAE; and (iii) foreign businesses that have a permanent establishment in the UAE. Special rules govern qualifying free zone entities, pursuant to which such entities will be subject to 0% tax on their qualifying income.
The following table presents the composition of income tax expenses for the six months ended June 30, 2025 and 2024:
| For the six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| USD | USD | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Current income tax expenses | 28,873 | 31,557 | ||||||
| Deferred income tax expenses | (6,473 | ) | (20,431 | ) | ||||
| 22,400 | 11,126 | |||||||
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A reconciliation of the Group’s UAE statutory tax rate to the effective income tax rate during the periods is as follows:
| For the six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| USD | USD | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Income before provision for income taxes | 351,297 | 124,197 | ||||||
| Income tax expense computed at an applicable tax rate of 9% | 31,617 | 11,178 | ||||||
| Non-deductible item | 6,974 | 10,582 | ||||||
| Effect of tax holiday | (16,191 | ) | (10,634 | ) | ||||
| 22,400 | 11,126 | |||||||
Deferred Taxes
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.
Realization of the net deferred tax assets is dependent on factors including future reversals of existing taxable temporary differences and adequate future taxable income, exclusive of reversing deductible temporary differences and tax loss carry forwards. The Group evaluates the potential realization of deferred tax assets on an entity-by-entity basis.
Significant components of the Group’s deferred tax assets and deferred tax liabilities were as follows:
| For the six months ended June 30, 2025 | For the year ended December 31, 2024 | |||||||
| USD | USD | |||||||
| (Unaudited) | ||||||||
| Deferred tax assets: | ||||||||
| Allowance for credit loss | 14,075 | 7,808 | ||||||
| Operating lease liabilities | (1,079 | ) | 816 | |||||
| Current year tax losses | 5,809 | 5,809 | ||||||
| Total deferred tax assets | 18,805 | 14,433 | ||||||
| For the six months ended June 30, 2025 | For the year ended December 31, 2024 | |||||||
| USD | USD | |||||||
| (Unaudited) | ||||||||
| Deferred tax liabilities: | ||||||||
| Right of use assets | 1,631 | (470 | ) | |||||
| Deferred tax assets, net: | 20,436 | 13,963 | ||||||
Uncertain tax positions
The Group did not accrue any liability, interest or penalties related to uncertain tax positions in its provision for income taxes line of its consolidated statements of income for the six months ended June 30, 2025 and 2024, respectively. The Group does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months.
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11. EARNING PER share
Basic and diluted earnings per share for the periods presented were calculated as follows:
| For the six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| USD | USD | |||||||
| Numerator: | ||||||||
| Net income attributable to the Company’s ordinary shareholders | 328,897 | 113,071 | ||||||
| Denominator: | ||||||||
| Weighted average number of ordinary shares outstanding used in calculating basic and diluted earnings per share | 28,000,000 | 28,000,000 | ||||||
| Class A and Class B ordinary shares – Basic and diluted earnings per share | 0.01 | — | ||||||
12. Commitments and Contingencies
(a) Capital expenditure commitments
The Group has no capital expenditure commitment as of June 30, 2025 and December 31, 2024.
(b) Contingencies
The Group is subject to legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Group does not anticipate that the final outcome arising out of any such matter will have a material adverse effect on the Group’s consolidated business, financial position, cash flows or results of operations taken as a whole. As of June 30, 2025, the Group is not a party to any material legal or administrative proceedings.
13. SHAREHOLDERS’ EQUITY
Ordinary shares
The Company was incorporated in the Cayman Islands on November 2, 2023. On September 30, 2024, in accordance with the Company’s memorandum of association and amendments thereto, the Company’s ordinary shares were re-designated as Class A ordinary shares and Class B ordinary shares, and the authorized number of ordinary shares is 500,000,000,000 shares with a par value of US$0.0000001 per share. Both Class A and Class B ordinary shares rank pari passu in the event of liquidation and entitlement to declared dividends. The two classes of shares differ in their voting rights. Each Class A ordinary share is entitled to one vote per share, while each Class B ordinary share is entitled to 15 votes per share.
On September 30, 2024, The Company approved the reclassification of our issued and outstanding share capital. Each of our issued and unissued Ordinary Shares, par value of $0.0001 per share, was subdivided into 1,000 shares, par value of $0.0000001 per share. Upon the share subdivision, all of our existing shareholders surrendered, for nil consideration, the additional Ordinary Shares they hold as a result of the subdivision and continued holding the Ordinary Shares registered in their names before the subdivision. After such surrender of Ordinary Shares, all Ordinary Shares held by HMDA Limited, one of The Company’s shareholders, were re-designated as Class B Ordinary Shares, and all other issued and outstanding Ordinary Shares were re-designated as Class A Ordinary Shares. Following the reclassification, our authorized share capital became $50,000 divided into 399,966,500,000 Class A Ordinary Shares and 100,033,500,000 Class B Ordinary Shares, and we have 16,500,000 Class A Ordinary Shares and 33,500,000 Class B Ordinary Shares issued and outstanding after the share reclassification.
On February 18, 2025, The Company approved the irrevocable surrender for nil consideration of 7,260,000 Class A Ordinary Shares and 14,740,000 Class B Ordinary Shares in total from HMDA Limited, HMDE Limited, HMDC Limited, HMDD Limited, and Pinnacle Partners Inc. As of the date of this report, the company have 9,240,000 Class A Ordinary Shares and 18,760,000 Class B Ordinary Shares issued and outstanding, the capital injection of the Group has not been received in full. On February 18, 2025, The Company approved the transfer of 20,000 Class A Ordinary Shares from HMDC Limited to HMDF Limited. The Company recognizes the aforementioned agreement as part of the reorganization and has given retroactive effect to the 9,240,000 Class A ordinary shares and 18,760,000 Class B ordinary shares issued and outstanding following the share subdivision and share surrender, starting from the earliest period presented.
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14. SEGMENT REPORTING
The Group operates in a single operating segment and has one reportable segment, which includes all activities related to the providing of its event planning and management services. The determination of a single segment is consistent with the consolidated financial information regularly provided to the Company’s chief operating decision maker.
The following table provides the operating financial results of the Group’s segment for the six months ended June 30, 2025 and 2024:
| For the six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Revenue | $ | 9,739,933 | 8,512,330 | |||||
| Less: Significant other segment expense | ||||||||
| Cost of revenues | (7,867,265 | ) | (6,696,388 | ) | ||||
| Selling and marketing | (745,560 | ) | (664,635 | ) | ||||
| General and administrative | (794,105 | ) | (1,025,050 | ) | ||||
| Interest income /(expenses), net | 15,620 | (3,908 | ) | |||||
| Other income, net | 2,674 | 1,848 | ||||||
| Income tax expenses | (22,400 | ) | (11,126 | ) | ||||
| Segment net income | $ | 328,897 | 113,071 | |||||
15. SUBSEQUENT EVENTS
The Group has evaluated all subsequent events from the balance sheet date through the date of this report was issued on December 8, 2025 and has determined there are no events required to be disclosed.
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Exhibit 99.2
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 together with our consolidated financial statements and the related notes. The discussion and analysis below present our historical results as of and for the periods ended on, the dates indicated. Some of the information contained in this discussion and analysis are forward-looking statements that involve risks and uncertainties. The historical financials below are those of the Company and its subsidiaries.
Overview
We are a one-stop tourism and management solutions service provider for MICE in the UAE. We, through our subsidiaries provide comprehensive services and customized solutions for tourism and MICE travel customers, including event planning, ticketing, visa application, ground services, accommodation and dining arrangements, event reception and execution. We collaborate with numerous experienced travel agencies, hotels, airlines, and other relevant service providers to ensure providing personalized service with high quality.
For the six months ended June 30, 2025 and 2024, our revenue was approximately $9.7 million and $8.5 million, respectively. We recorded net income of approximately $0.3 million and $0.1 million for the six months ended June 30, 2025 and 2024.
Key Factors Affecting Our Results of Operations
Our results of operations have been, and are expected to continue to be, affected by various factors, which primarily include the following:
General Factors Affecting Our Results of Operations
| ● | global economic growth; |
| ● | the growth and competitive landscape of management solution service industry in UAE; and |
| ● | governmental policies and initiatives affecting the UAE’s management solution service industry. For instance, to stimulate the development of Dubai’s MICE services industry, the Dubai government has introduced a policy in 2023 to provide financial support to qualified MICE service suppliers. Under this incentive scheme, MICE service suppliers will receive financial support for events they host with more than 500 attendees. As of the date of this report, we have received such supports three times from the Department of Dubai Business Events in an amount of $40,844 (AED150,000), $102,110 (AED375,000), and $34,037 (AED125,000) which were used to offset the cost of the three large-scale exhibition events we hosted for in 2023, 2024, and 2025 with more than 500 attendees each. We expect to continue receiving such incentives, as long as the policy remains in place, as we are committed to expanding our customer base and service scope and to hosting events with more than 500 attendees. |
Special Factors Affecting Our Results of Operation
While our business is influenced by general factors affecting our industry, our operating results are more directly affected by company-specific factors, including the following key factors:
| ● | Our ability to maintain relationships with major customers; |
| ● | Our ability to maintain relationships with third-party service providers; |
| ● | Our ability to retain, attract, and motivate key personnel; and |
| ● | Our ability to maintain and enhance the recognition of our brands. |
Impact of the COVID-19 Pandemic
The COVID-19 pandemic severely restricted the level of economic activity around the world beginning in 2020. Government measures implemented then to contain the spread of COVID-19, such as imposing restrictions on travel and business operations, limited business travel significantly below 2019 levels.
Since then, many countries have vaccinated a reasonable proportion of their population, and the spread of virus is now being contained to varying degrees in different countries. With the evolution of milder COVID-19 variants, availability of multiple vaccine booster doses, and increasing familiarity with the virus, many COVID-19 related travel restrictions have been lifted with countries reopening their borders for foreign travel and clients becoming more comfortable traveling. This has led to a moderation, and to some extent, a recovery, from the more severe declines in business travel bookings experienced at the height of the pandemic and during periods of resurgence. We have seen improvement in our transaction volume starting the second half of 2021 and continuing into the six months ended June 30, 2025. While the global travel activity has since shown a recovery trend, it remains below levels reached in 2019. Since March 2020, we have taken several measures to preserve our liquidity, including initiating a business response plan to the COVID-19 pandemic (voluntary and involuntary redundancies, flexible workings, mandatory pay reductions, and consolidating facilities.). We incurred a net income of $0.3 million and had cash inflows from operations of $0.3 million for the six months ended June 30, 2025 compared to a net income of $0.1 million and cash outflows from operations of $0.4 million for the six months ended June 30, 2024.
Overall, the full duration and total impact of COVID-19 remains uncertain, and it is difficult to predict how the recovery will unfold for the travel industry and, in particular, our business going forward. The severity and duration of resurgence of COVID-19 variants, as well as uncertainty over the efficacy of the vaccines against such new variants of the virus, may contribute to delays in economic recovery.
On May 5, 2023, the World Health Organization declared that COVID-19 is now an established and ongoing health issue which no longer constitutes a public health emergency of international concern. However, the extent of the impact of COVID-19 on our future financial results will be dependent on future developments such as the length and severity of COVID-19, the potential resurgence of COVID-19 cases, future government actions in response to COVID-19, and the overall impact of COVID-19 on the global economy and capital markets, among many other factors, all of which remain highly uncertain and unpredictable. Given this uncertainty, we are currently unable to quantify the expected impact of COVID-19 on our future operations, financial condition, liquidity, and results of operations.
Key Components of Our Results of Operations
Revenue
We generate our revenue primarily by providing (i) MICE management solution services, (ii) packaged tours services, (iii) services for transportation ticketing and accommodation reservation, and (iv) other travel related services. Revenue is recognized when control of the promised services in an arrangement is transferred to the customers in an amount that reflects the expected consideration in exchange for those services. The following table sets forth a breakdown of the Group’s revenue, in thousands amounts and percentages of total revenue for the periods presented:
| For the Six Months Ended June 30, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| USD | % | USD | % | |||||||||||||
| (Amounts in thousands, except for percentages) | ||||||||||||||||
| MICE management solution services revenue | 8,736 | 89.7 | 6,335 | 74.4 | ||||||||||||
| Packaged tours services revenue | 709 | 7.3 | 1,864 | 21.9 | ||||||||||||
| Commission revenue for transportation ticketing and accommodation reservation services | 236 | 2.4 | 222 | 2.6 | ||||||||||||
| Other revenue | 59 | 0.6 | 91 | 1.1 | ||||||||||||
| Total revenue | 9,740 | 100.0 | 8,512 | 100.0 | ||||||||||||
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MICE management solution services revenue.
We generate revenue from providing MICE management solution services to corporate customers for their business purpose tourism. Our services cover all aspects of the work including event planning, venue selection, event promotion, event execution, event management, and post-event evaluation. MICE management solution services revenue is recognized on a gross basis at a point in time when the service is completed.
For the six months ended June 30, 2025 and 2024, our MICE management solution services revenue accounted for approximately $8.7 million and $6.3 million, representing 89.7% and 74.4% of our total revenue, respectively.
Packaged tours services revenue.
We, through our subsidiaries, also operate our self-operated local tour operator business in various destinations by directly providing destination-based services to the organized tour customers, starting from their arrival at the destination and all the way until they depart from the destination. As a self-operated local tour operator, our subsidiaries integrate the underlying resources such as transportations, accommodations, entertainments, meals, and tour guide services from selected suppliers, directs the selected vendors to provide services on our subsidiaries’ behalf, and hence sets up the price for the tour.
For the six months ended June 30, 2025 and 2024, packaged tours service revenue accounted for approximately $0.7 million and $1.9 million, representing 7.3% and 21.9% of our total revenue, respectively.
Commission revenue for transportation ticketing and accommodation reservation services.
We receive commissions from travel suppliers for ticketing reservations, hotel room reservations, and other related services through the Group’s transaction under various services agreements. We are not entitled to commission fees for tickets or hotel rooms canceled by end users. We present revenue from such transactions on a net basis as we generally do not control the service provided by the travel supplier to the end user and do not assume inventory risk for canceled ticketing and hotel room reservations.
For the six months ended June 30, 2025 and 2024, commission revenue for transportation ticketing and accommodation reservation services accounted for approximately $0.2 million and $0.2 million, representing 2.4% and 2.6% of our total revenue, respectively.
Other Revenue.
Other revenue primarily comprises revenue generated from service fees received from insurance companies and commission fees from other travel-related products and services, such as tourist attraction tickets and visa application services.
Costs of Revenue
Cost of revenue mainly consists of salaries and other compensation expenses related to our tour advisors, customer services representatives, and other personnel related to MICE management solution services and packaged tours transactions, and other expenses directly attributable to our subsidiaries’ principal business operations, primarily including cost of merchandises, payment processing fees, telecommunication expenses, rental expenses, depreciation expenses, and other service fees. For the arrangements where our subsidiaries secure availabilities of tours and bears substantive inventory risks and for the self-operated local tour operator business, from which revenue are recognized on a gross basis, cost of revenue also includes the amount paid to tour operators or suppliers. The following table sets forth a breakdown of our cost of revenue, in absolute amounts and percentages of our total revenue for the periods presented:
| For the Six Months Ended June 30, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| USD | % | USD | % | |||||||||||||
| (Amounts in thousands, except for percentages) | ||||||||||||||||
| Cost of MICE management solution services | 7,272 | 74.7 | 5,162 | 60.6 | ||||||||||||
| Cost of packaged tours services | 595 | 6.1 | 1,534 | 18.1 | ||||||||||||
| Total cost of revenue | 7,867 | 80.8 | 6,696 | 78.7 | ||||||||||||
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Operating expenses
Our operating expenses consist of selling and marketing expenses and general and administrative expenses. The following table sets forth our operating expenses, both in amount and as a percentage of our total revenue for the periods presented:
| For the Six Months Ended June 30, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| USD | % | USD | % | |||||||||||||
| (Amounts in thousands, except for percentages) | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| Selling and marketing expenses | 746 | 7.7 | 665 | 7.8 | ||||||||||||
| General and administrative expenses | 794 | 8.2 | 1,025 | 12.0 | ||||||||||||
| Total operating expenses | 1,540 | 15.9 | 1,690 | 19.8 | ||||||||||||
Selling and marketing expenses
Our selling and marketing expenses primarily consist of (i) compensation to sales personnel, including the salaries, performance-based bonus, and other benefits; (ii) service fee related to the sales and marketing function; (iii) advertising, marketing, and brand promotion expenses; and (iv) other expenses in relation to the selling and marketing activities.
Our selling and marketing expenses increased to approximately $0.7 million for the six months ended June 30, 2025 from approximately $0.6 million for the six months ended June 30, 2024. Despite the increase in revenue from the six months ended June 30, 2024 to the six months ended June 30, 2025, the Company did not rely on higher spending for sales growth. Instead, it focused on maintaining relationships with its existing customers for promotional purposes. Therefore, selling and marketing expenses did not fluctuate significantly.
General and administrative expenses
Our general and administrative expenses primarily consist of (i) compensation for our management and administrative personnel; (ii) professional service expense; (iii) depreciation and amortization; and (iv) transportation, insurance, and other expenses in relation to the general and administrative activities.
Our general and administrative expenses as a percentage of revenue decreased to approximately 8.2% for the six months ended June 30, 2025 from approximately 12.0% for the six months ended June 30, 2024, primarily due to the Company’s ongoing efforts to streamline internal administrative procedures and enhance employee efficiency, which led to a reduction in staff costs.
Taxation
Cayman Islands
We are incorporated in the Cayman Islands. The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution, brought within the jurisdiction of the Cayman Islands. The Cayman Islands is not party to any double tax treaties that are applicable to any payments made to or by our company. There are no exchange control regulations or currency restrictions in the Cayman Islands.
Payments of dividends and capital in respect of the shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of the Shares, nor will gains derived from the disposal of the shares be subject to Cayman Islands income or corporation tax.
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The United Arab Emirates
Under the current laws of the UAE, our subsidiaries incorporated in Dubai are not subject to tax on income or capital gain. Additionally, UAE does not impose a withholding tax on payments of dividends to shareholders.
Incoming Federal Corporate Tax
The UAE has recently issued the Corporate Tax Law, pursuant to which federal corporate tax will be implemented for financial periods starting on or after June 1, 2023. A tax rate of 9% on taxable income in excess of AED 375,000 (US$102,110) will be applicable to (i) legal persons incorporated or managed and controlled in the UAE; (ii) natural persons that conduct business in the UAE; and (iii) foreign businesses that have a permanent establishment in the UAE. Special rules govern qualifying free zone entities, pursuant to which such entities will be subject to 0% tax on their qualifying income. A different, higher, tax rate is expected to apply to certain entities that are part of large multinational groups with global consolidated revenue in excess of 750 million Euro (approximately AED3.15 billion (US$0.86 billion); however, such rate has not yet been specified. Certain categories of UAE-sourced income generated by foreign businesses without a permanent establishment in the UAE will be subject to withholding tax at the rate of 0%. It is currently unclear how capital gains derived by foreign businesses from the sale of shares of entities resident in the UAE would be taxed.
Uncertain tax positions
The Group did not accrue any liabilities, interest, or penalties related to uncertain tax positions in its provision for income taxes line of its consolidated statements of income for the six months ended June 30, 2025 and 2024, respectively. The Group does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, the reported amounts of revenue and expenses during the reporting periods and the related disclosures in the consolidated financial statements and accompanying footnotes. Out of our significant accounting policies, which are described in Note 2-Significant accounting policies of our consolidated financial statements included elsewhere in this registration statement, certain accounting policies are deemed “critical,” as they require management’s highest degree of judgment, estimates, and assumptions. While management believes its judgments, estimates, and assumptions are reasonable, they are based on information presently available and actual results may differ significantly from those estimates under different assumptions and conditions.
Impairment of Right-of-use Assets and Other Long-lived Assets
We review our right-of-use assets, or ROU assets, and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. Factors we consider to be important which could trigger an impairment review primarily include:
| ● | significant underperformance relative to projected operating results; |
| ● | significant changes in the overall business strategy; |
| ● | significant adverse changes in legal or business environment; and |
| ● | significant competition, unfavorable industry trends, or economic outlook. |
When these events occur, we measure impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposal. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, we would recognize an impairment loss based on the excess of the carrying value over the fair value of the assets. Fair value is generally determined by discounting the cash flows expected to be generated by the assets, when the market prices are not readily available. As of June 30, 2025 and 2024, there were approximately $0.05 million and $0.05 million of impairment of long-lived assets recognized, respectively.
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Revenue recognition
Under Accounting Standard Codification (“ASC”) 606, Revenue from Contracts with Customers, we recognize revenue when a customer obtains control of promised goods or services and recognizes in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. We recognize revenue according to the following five-step revenue recognition criteria based on ASC 606: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price; and (5) recognize revenue when or as the entity satisfies a performance obligation.
We generate revenue by providing (i) MICE management solution services, (ii) packaged tours services, (iii) services for transportation ticketing and accommodation reservation, and (iv) other travel related services. Revenue is recognized when control of the promised services in an arrangement is transferred to the customers in an amount that reflects the expected consideration in exchange for those services.
MICE management solution services revenue
We generate revenue from providing MICE management solution services to the corporate customers for their business purpose tourism. We act as the principal and our performance obligation is to provide the planning, organization, management, and related services for MICE customers. Our services include all aspects of the work from event planning, venue selection, event promotion, event execution, event management, and post-event evaluation. Each contract of MICE management solution services contains a single performance obligation to provide MICE management solution services which is satisfied at the point when the meetings, conferences, and exhibitions are hosted successfully. We determine pricing for each contract separately without any variable considerations. MICE management solution services revenue is recognized on a gross basis at a point in time when the service is completed.
Packaged tours services revenue
We, through our subsidiary, HUNTER INTERNATIONAL TRAVEL & TOURISM L.L.C (“Hunter Dubai”), also operate our self-operated local tour operator business in various destinations by directly providing destination-based services to the organized tour customers, starting from their arrival at the destination and all the way until they depart from the destination. As a self-operated local tour operator, Hunter Dubai integrates the underlying resources such as transportations, accommodations, entertainments, meals, and tour guide services from selected suppliers, directs the selected vendors to provide services on its behalf, and hence sets up the price for the tour. Hunter Dubai is also primarily responsible for fulfilling the promise of the whole packaged tours service, which is a single performance obligation. Accordingly, we, through Hunter Dubai, act as a principal for the self-operated local tour operator business and recognize revenue on a gross basis in accordance with ASC 606.
Commission revenue for air ticketing and hotel reservation
Transportation ticketing services
We receive commissions from travel suppliers for ticketing reservations and other related services through our transaction under various services agreements. Commissions from ticketing reservation services are recognized when tickets are issued, as this is when our performance obligation is satisfied. We are not entitled to a commission fee for the tickets canceled by the end users. Losses incurred from cancelations are immaterial due to a historical low cancelation rate and minimal administrative costs incurred in processing cancelations. We present revenue from such transactions on a net basis as we, generally, do not control the service provided by the travel supplier to the end user and do not assume inventory risk for canceled ticketing reservations.
Accommodation reservation services
We receive commissions from travel suppliers for hotel room reservations through our transactions. Commissions from hotel reservation services rendered are recognized when the reservation becomes non-cancelable (when the cancelation period provided by the reservation expires) which is the point at which we have fulfilled our performance obligation (successfully booking a reservation, which includes certain post-booking services during the cancelation period). Contracts with certain travel suppliers contain incentive commissions typically subject to achieving specific performance targets. The incentive commissions are considered as variable consideration and are estimated and recognized to the extent that we are entitled to such incentive commissions. We generally receive incentive commissions from monthly arrangements with hotels based on the number of hotel room reservations where end users have completed their stay. We present revenue from such transactions on a net basis as we, generally, do not control the service provided by the travel supplier to the end user and do not assume inventory risk for canceled hotel reservations.
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Other revenue
Other revenue primarily comprises revenue generated from service fees received from insurance companies and commission fees from other travel-related products and services, such as tourist attraction tickets and visa application services.
Contract balances
When either party to a contract has performed, we would present the contract in the consolidated balance sheets as a contract asset or a contract liability, depending on the relationship between our performance and the customer’s payment.
A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If we perform by transferring goods or services to a customer before the customer pays consideration or before a payment is due, a contract asset is recognized for the earned consideration that is conditional. Contract assets are subject to impairment assessment.
A contract liability is recognized when a payment is received, or a payment is due (whichever is earlier) from a customer before we transfer the related services. Contract liabilities are recognized as revenue when we perform under the contract.
During the six months ended June 30, 2025 and 2024, the Group recognized revenue of $155,111 and $142,309, respectively, which was initially recorded as contract liabilities and presented as “Advance from customers” on the consolidated balance sheets at the beginning of each period. As of June 30, 2025 and December 31, 2024, contract liabilities amounted to $610,192 and $303,673, respectively. Subsequently, the Group recognized revenue of $610,192 which was initially recorded as contract liabilities as of June 30, 2025.
Results of Operations
| For the Six Months Ended June 30, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| USD | % | USD | % | |||||||||||||
| (Amounts in thousands, except for percentages) | ||||||||||||||||
| Revenue | ||||||||||||||||
| MICE management solution services revenue | 8,736 | 89.7 | 6,335 | 74.4 | ||||||||||||
| Packaged tours services revenue | 709 | 7.3 | 1,864 | 21.9 | ||||||||||||
| Commission revenue for transportation ticketing and accommodation reservation services | 236 | 2.4 | 222 | 2.6 | ||||||||||||
| Other revenue | 59 | 0.6 | 91 | 1.1 | ||||||||||||
| Total revenue | 9,740 | 100.0 | 8,512 | 100.0 | ||||||||||||
| Cost of revenue | (7,867 | ) | (80.8 | ) | (6,696 | ) | (78.7 | ) | ||||||||
| Gross profit | 1,873 | 19.2 | 1,816 | 21.3 | ||||||||||||
| Operating expenses | ||||||||||||||||
| Selling and marketing expenses | (746 | ) | (7.7 | ) | (665 | ) | (7.8 | ) | ||||||||
| General and administrative expenses | (794 | ) | (8.2 | ) | (1,025 | ) | (12.0 | ) | ||||||||
| Total operating expenses | (1,540 | ) | (15.9 | ) | (1,690 | ) | (19.8 | ) | ||||||||
| Operating income | 333 | 3.3 | 126 | 1.5 | ||||||||||||
| Interest Income/(expenses), net | 16 | 0.2 | (4 | ) | (0.1 | ) | ||||||||||
| Other income, net | 3 | 0.1 | 2 | 0.1 | ||||||||||||
| Income before income tax | 352 | 3.6 | 124 | 1.5 | ||||||||||||
| Income tax expenses | (22 | ) | (0.2 | ) | (11 | ) | (0.2 | ) | ||||||||
| Net income | 330 | 3.4 | 113 | 1.3 | ||||||||||||
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The six months ended June 30, 2025 compared to the six months ended June 30, 2024
Revenue. Our total revenue increased by approximately 14% from approximately $8.5 million for the six months ended June 30, 2024 to approximately $9.7 million for the six months ended June 30, 2025, primarily due to the increased MICE services demand from the corporate customers driven by the recovery of MICE travel from the COVID-19 pandemic and the UAE government’s support for the tourism industry.
Cost of Revenue. Our cost of revenue increased by approximately 17% from approximately $6.7 million for the six months ended June 30, 2024 to approximately $7.9 million for the six months ended June 30, 2025. The increase was primarily due to the higher number of tourist guide employees hired to meet the growing demand for MICE management solution services.
Gross Profit. As a result of the factors set out above, our gross profit increased by approximately 3% from approximately $1.8 million for the six months ended June 30, 2024 to approximately $1.9 million for the six months ended June 30, 2025.
Selling and Marketing Expenses. Our selling and marketing expenses increased by approximately 12% from the six months ended June 30, 2024 to the six months ended June 30, 2025. This increase was primarily due to the increase of the compensation to sales personnel, including salaries, performance-based bonus, and other benefits with the increase of revenue.
General and Administrative Expenses. Our general and administrative expenses decreased by approximately 23% from approximately $1.0 million for the six months ended June 30, 2024 to approximately $0.8 million for the six months ended June 30, 2025. This decrease was primarily due to the Company’s ongoing efforts to streamline internal administrative procedures and enhance employee efficiency, which led to a reduction in staff costs.
Operating income. As a result of the factors set out above, we had approximately $0.3 million and $0.1 million operating income for the six months ended June 30, 2025 and 2024, respectively.
Other Income, net. We recorded other income of $0.003 million and $0.002 million for the six months ended June 30, 2025 and 2024, respectively, which was mainly due to the gains from assets disposal.
Net income. As a result of the foregoing, we had net income of approximately $0.3 million and $0.1 million for the six months ended June 30, 2025 and 2024, respectively.
Recently Issued Accounting Pronouncements
A list of recently issued accounting pronouncements that are relevant to us is included in “Note 2 — Significant accounting policies — Recently issued accounting pronouncements of our consolidated financial statements.
Liquidity and Capital Resources
Cash Flows and Working Capital
As of June 30, 2025 and December 31, 2024, we had cash and cash equivalents of approximately $1.3 million and $1.3 million, respectively, and restricted cash of approximately $0.3 million and $0.3 million, respectively. We believe that our current cash, cash to be generated from our operations, and access to capital market will be sufficient to meet our working capital needs for at least the next twelve months. We do not have any amounts committed to be provided by our related party. We are also not dependent upon future financing to meet our liquidity needs for the next twelve months. In order to implement our growth strategies, we plan to expand our business and may need more capital through equity financing to expand our production and meet market demands.
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We may, however, decide to enhance our liquidity position or increase our cash reserve for future investments through additional capital and finance funding. We may need additional cash resources in the future if we experience changes in business conditions or other developments, or if we find and wish to pursue opportunities for investments, acquisitions, capital expenditures, or similar actions. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue equity or debt securities or obtain credit facilities.
The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.
Our ability to manage our working capital, including receivables and other assets and liabilities and accrued liabilities, may materially affect our financial condition and results of operations.
The following table sets forth a summary of our cash flows for the periods presented:
| For the Six Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| USD | USD | |||||||
| (Amounts in thousands) | ||||||||
| Summary Consolidated Cash Flow: | ||||||||
| Net cash provided by operating activities | 313 | 386 | ||||||
| Net cash used in investing activities | (64 | ) | (3 | ) | ||||
| Net cash used in financing activities | (200 | ) | — | |||||
| Net increase in cash and cash equivalents and restricted cash | 49 | 383 | ||||||
| Cash and cash equivalents and restricted cash, at beginning of the period | 1,285 | 779 | ||||||
| Cash and cash equivalents and restricted cash, at end of the period | 1,334 | 1,162 | ||||||
The six months ended June 30, 2025 compared to the six months ended June 30, 2024
Operating Activities
We recorded net cash provided by operating activities of approximately $0.3 million for the six months ended June 30, 2025. The difference between our net income of approximately $0.3 million and the net cash provided by operating activities was primarily due to (i) an adjustment of approximately $0.1 million in non-cash items, which mainly consisted of amortization of right-of-use assets approximately $0.08 million; (ii) an increase of prepayment and other current assets of approximately $0.4 million; and (iii) an increase of advance from customers of approximately $0.3 million.
We recorded net cash provided by operating activities of approximately $0.4 million for the six months ended June 30, 2024. The difference between our net income of approximately $0.1 million and the net cash provided by operating activities was primarily due to (i) an adjustment of approximately $0.3 million in non-cash items, which mainly consisted of allowance for expected credit loss of approximately $0.2 million; (ii) an increase of prepayment and other current assets of approximately $0.1 million ; and (iii) a decrease of accrued expenses and other current liabilities of approximately $0.1 million.
Investing Activities
Net cash used in investing activities was approximately $0.064 million for the six months ended June 30, 2025, primarily due to the purchase of equipment.
Net cash used in investing activities was approximately $0.003 million for the six months ended June 30, 2024, primarily due to the purchase of equipment.
Financing Activities
Net cash used in financing activity for the six months ended June 30, 2025 was approximately $0.2 million due to the capitalization expenses incurred during the listing process.
There was no cash generated or used for the six months ended June 30, 2024.
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Trend Information
Other than as described elsewhere in this prospectus, we are not aware of any trends, uncertainties, demands, commitments, or events that are reasonably likely to have a material adverse effect on our revenue, income from continuing operations, profitability, liquidity or capital resources, or that would cause our reported financial information not necessarily to be indicative of future operating results or financial condition.
Holding Company Structure
We are a holding company with no material operations of our own. As a holding company, we conduct our operations primarily through our subsidiaries, Hunter Dubai and MULTIPLE EVENTS L.L.C (“Multiple Dubai”). As a result, our ability to pay dividends depends upon dividends paid by Hunter Dubai and Multiple Dubai. If they incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us.
Inflation
Since inception, inflation in the UAE has not materially affected our results of operations. According to the UAE Federal Competitiveness and Statistics Authority, the year-over-year percent changes in the consumer price index for December 2023 and December 2024 was an increase of 1.63% and a decrease of 1.66%, respectively. Although we have not been materially affected by inflation in the past, we may be affected if the UAE experiences higher rates of inflation in the future.
Commitments and Contingencies
In the normal course of business, we are subject to loss contingencies, such as legal proceedings and claims arising out of our business, which cover a wide range of matters, including, among others, government investigations and tax matters. In accordance with ASC No. 450-20, “Loss contingencies”, we will record accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated.
We are subject to legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome arising out of any such matter will have a material adverse effect on our consolidated business, financial position, cash flows, or results of operations taken as a whole. As of the date of this report, we are not a party to any material legal or administrative proceedings.
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Quantitative and Qualitative Disclosures about Market Risk
Concentration of credit risk
Financial instruments that potentially subject us to the concentration of credit risks consist of cash, restricted cash, accounts receivable, and amounts due from related parties. The maximum exposures of such assets to credit risk are their carrying amounts as of the balance sheet dates. We deposit our cash and restricted cash with financial institutions located in jurisdictions where the subsidiaries are located. We believe that no significant credit risk exists as these financial institutions have high credit quality.
Accounts receivables are typically unsecured and are derived from revenue earned through third-party consumers. We conduct credit evaluations of third-party customers and related parties, and generally do not require collateral or other security from its third-party customers and related parties. We establish an allowance for expected credit loss primarily based upon the age of the receivables and factors surrounding the credit risk of specific third-party customers and related parties.
Concentration of customers and suppliers
For the six months ended June 30, 2025 and for the year ended December 31, 2024, there was no customer accounted for more than 10% of the total revenue of the Group. As of June 30, 2025, and December 31, 2024, there was no customer accounted for more than 10% of the Group’s accounts receivable.
For the six months ended June 30, 2025 and for the year ended December 31, 2024, there was one supplier, supplier A, from whom purchases individually represent greater than 10% of the total purchases of the Group, and the total purchase from this supplier accounted for approximately 16.4% and 19.8% of the Group’s total purchase for the six months ended June 30, 2025 and for the year ended December 31, 2024, respectively. As of June 30, 2025 and December 31, 2024, there was no supplier accounted for more than 10% of the Group’s accounts payable.
Currency convertibility risk
All of our revenue and expenses are denominated in AED. The functional currency of our Company is U.S. dollars. The functional currency of our subsidiaries incorporated in the UAE is AED. We use U.S. dollars as our reporting currency.
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currency are translated into the functional currency using the applicable exchange rate at the balance sheet date. The exchange differences are recorded in general and administrative expenses in the consolidated statements of comprehensive income.
The AED has been pegged to the US dollar at 3.6725 AEDs per U.S. dollar since November 1997. However, there can be no assurance that the AED will not be de-pegged or that the existing peg will not be adjusted in the future.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
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