ALPS 6-K
Alps Group Inc (ALPS)
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 February 2026
Commission File Number: 001-42915
Alps Group Inc
(Registrant’s Name)
Unit E-18-01 & E-18-02, Level 18, Icon Tower (East)
No. 1, Jalan 1/68F, Jalan Tun Razak
50400 Kuala Lumpur
Wilayah Persekutuan, Malaysia
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
EXPLANATORY NOTE
Alps Group Inc (the “Company”) is filing this Report on Form 6-K to report its financial results for the six months ended September 30, 2025 and to discuss its recent corporate developments.
Attached as exhibits to this Report on Form 6-K are:
| (1) | The unaudited pro forma condensed combined financial information and related notes of Alps Group Inc, Alps Life Sciences Inc and Globalink Investment Inc as at September 30 2025 as Exhibit 99.1; |
| (2) | The unaudited financial statements and related notes of Alps Group Inc for the six months ended September 30, 2025 as Exhibit 99.2: |
| (3) | The unaudited consolidated financial statements and related notes of Alps Life Sciences Inc for the six months ended September 30, 2025 as Exhibit 99.3; |
| (4) | The unaudited condensed consolidated financial statements and related notes of Globalink Investment Inc for the nine months ended September 30, 2025 as Exhibit 99.4; |
| (5) | Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alps Life Sciences Inc for the six months ended September 30, 2025 as Exhibit 99.5; |
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Statements in this current report with respect to the Company’s current plans, estimates, strategies and beliefs and other statements that are not historical facts are forward-looking statements about the future performance of the Company. Forward-looking statements include, but are not limited to, those statements using words such as “believe,” “expect,” “plans,” “strategy,” “prospects,” “forecast,” “estimate,” “project,” “anticipate,” “aim,” “intend,” “seek,” “may,” “might,” “could” or “should,” and words of similar meaning in connection with a discussion of future operations, financial performance, events or conditions. From time to time, oral or written forward-looking statements may also be included in other materials released to the public. These statements are based on management’s assumptions, judgments and beliefs in light of the information currently available to it. The Company cautions investors that a number of important risks and uncertainties could cause actual results to differ materially from those discussed in the forward-looking statements, including but not limited to, product and service demand and acceptance, changes in technology, economic conditions, the impact of competition and pricing, government regulation, and other risks contained in reports filed by the Company with the Securities and Exchange Commission. Therefore, investors should not place undue reliance on such forward-looking statements. Actual results may differ significantly from those set forth in the forward-looking statements.
All such forward-looking statements, whether written or oral, and whether made by or on behalf of the company, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.
Financial Statements and Exhibits.
The following exhibits are being filed herewith:
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.
| Alps Group Inc | ||
| Date: February 4, 2026 | By: | /s/ Dr. Tham Seng Kong |
| Name: | Dr. Tham Seng Kong | |
| Title: | Chief Executive Officer and Director | |
Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Unless the context otherwise requires, all references in this pro forma to “Globalink”, “Pubco” and “Alps Holdco” refer to “Globalink Investment Inc, “Älps Group Inc” and “Älps Life Sciences Inc” respectively.
On January 30, 2024, Globalink entered into the Merger Agreement with Alps Holdco, the Sponsor, and the Seller Representative. The Merger Agreement was amended and restated on May 20, 2024 and entered into by and among Globalink, PubCo, Alps Holdco, Merger Sub, the Sponsor, and the Seller Representative, and was further amended on March 6, 2025, April 18, 2025 and September 27, 2025. Pursuant to the terms of the Merger Agreement, the Business Combination between Globalink and Alps Holdco was effected in two steps: (i) the Redomestication Merger, whereby, subject to the approval and adoption of the Merger Agreement by the stockholders of Globalink, Globalink has merged with and into PubCo on October 28, 2025, with PubCo remaining as the surviving publicly traded entity; and (ii) the Acquisition Merger, whereby Merger Sub has merged with and into Alps Holdco, resulting in Alps Holdco remaining as the surviving entity and being a wholly-owned subsidiary of PubCo. At the Closing on October 28, 2025, each Alps Holdco Ordinary Share issued and outstanding immediately prior to the Effective Time (other than treasury shares or dissenting shares) were converted into the right to receive PubCo ordinary shares. The total consideration paid by Globalink to the Alps Holdco Shareholders in the form of PubCo ordinary shares at the Closing was equal to $1.6 billion.
The unaudited pro forma condensed combined balance sheet as of September 30, 2025 combines the unaudited historical condensed consolidated balance sheet of Globalink as of September 30, 2025 with the unaudited historical consolidated balance sheet of Alps Holdco as of September 30, 2025, giving effect to the Business Combination, as if it had been consummated as of that date.
The unaudited pro forma condensed combined statement of operations for the six months ended September 30, 2025 combines the unaudited historical condensed consolidated statement of operations of Globalink for the six months ended September 30, 2025 (compiled with the unaudited consolidated statement of operations for the nine months ended September 30, 2025 less the unaudited condensed consolidated statement of operations for the three month period ended March 31, 2025 of Globalink) with the unaudited historical consolidated statement of operations of Alps Holdco for the six months ended September 30, 2025, giving effect to the Business Combination, as if it had been consummated as of April 1, 2024, the earliest period presented.
The unaudited pro forma condensed combined statement of operations for the fiscal year ended March 31, 2025 combines the unaudited historical condensed consolidated statement of operations of Globalink for the trailing twelve months ended March 31, 2025 (compiled with the audited consolidated statement of operations for the year ended December 31, 2024 less the unaudited condensed consolidated statement of operations for the three month period ended March 31, 2024 plus the unaudited condensed consolidated statement of operations for the three months ended March 31, 2025 of Globalink) with the audited historical consolidated statement of operations of Alps Holdco for the fiscal year ended March 31, 2025, giving effect to the Business Combination, as if it had been consummated as of April 1, 2024, the earliest period presented.
The historical financial information has been adjusted to give pro forma effect to events that relate to material financing transactions consummated after September 30, 2025 and pro forma adjustments that are directly attributable to the Business Combination. The adjustments presented on the unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the combined company upon consummation of the Business Combination.
| 1 |
The historical financial consolidated statements of Alps Holdco have been prepared in accordance with IFRS as issued by the IASB. The historical consolidated financial statements of Globalink have been prepared in accordance with U.S. GAAP. The condensed combined pro forma financial information reflects IFRS and in USD, the basis of accounting used by the registrant, PubCo, and other than the reclassification and presentation of redeemable Globalink’s public shares as other liabilities and the reclassification and presentation of the public warrants as liabilities under IFRS, disclosed in the pro forma notes, no material accounting policy difference is identified in converting Globalink’s historical consolidated financial statements from U.S. GAAP to IFRS. The adjustments presented in the pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an accurate understanding of PubCo after giving effect to the Business Combination.
The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined company will experience. Globalink and Alps Holdco have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
This information should be read together with the following:
| ● | the historical unaudited condensed consolidated financial statements of Globalink as of September 30, 2025 and for the nine months ended September 30, 2025 and 2024; included elsewhere in the Form 6-K; | |
| ● | the historical unaudited consolidated financial statements of Alps Holdco as of September 30, 2025 and for the six months period ended September 30, 2025 and 2024, included elsewhere in the Form 6-K; | |
| ● | the historical unaudited condensed consolidated financial statements of Globalink as of March 31, 2025 and for the three months ended March 31, 2025 and 2024; | |
| ● | the historical audited consolidated financial statements of Alps Holdco as of March 31, 2025 and for the fiscal year ended March 31, 2025; | |
| ● | the historical audited consolidated financial statements of Globalink as of December 31, 2024 and for the year ended December 31, 2024; and | |
| ● | the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alps Holdco” and other financial information included elsewhere in the Form 6-K. |
Description of the Business Combination
As a result of the Closing, pursuant to the terms of the Merger Agreement, all of the outstanding shares of Alps Holdco were cancelled in exchange for the right to receive Ordinary Shares. The aggregate consideration for the Business Combination is $1.6 billion, payable at the Closing in the form of newly issued Ordinary Shares, par value $0.0001 per share. The Merger Consideration Shares are allocated pro rata with each Alps Holdco Shareholder receiving a number of Ordinary Shares determined in accordance with the terms of the Merger Agreement.
On October 28, 2025, consummated the PIPE Investment which was conditioned on the concurrent Closing of the Business Combination and other customary closing conditions. PubCo, Globalink and Alps Holdco entered into subscription agreements with certain investors for 310,788 PubCo ordinary shares for a total of $3,107,731 in a PIPE Investment to be consummated simultaneously with the Closing).
At the Closing of the Business Combination, the former Alps Holdco Shareholders received an aggregate of 160,000,000 Ordinary Shares, among which 8,000,000 Ordinary Shares are being held in escrow to satisfy any indemnification obligations incurred under the Merger Agreement.
| 2 |
Accounting Treatment
The Business Combination will be accounted for as capital reorganization with no goodwill or other intangible assets recorded, in accordance with IFRS. A capital reorganization does not result in a new basis of accounting, and the financial statements of the combined entity represent the continuation of the financial statements of Alps Holdco in many respects. However, Globalink does not meet the definition of a “business” pursuant to IFRS 3 Business Combinations, and thus, for accounting purposes, the Business Combination will be accounted for as a capital reorganization.
Under this method of accounting, Globalink will be treated as the “acquired” company for financial reporting purposes. For accounting purposes, Alps Holdco will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of Alps Holdco (i.e., a capital transaction involving the issuance of shares by PubCo for the shares of Alps Holdco). Accordingly, the consolidated assets, liabilities and results of operations of Alps Holdco will become the historic financial statements of the Combined Company, and Globalink’s assets, liabilities and results of operations will be consolidated with Alps Holdco beginning on the acquisition date. Operations prior to the Business Combination will be presented as those of Alps Holdco in future reports. The net assets of Globalink will be recognized at carrying value, with no goodwill or other intangible assets recorded.
The deemed costs of the shares issued by PubCo, which represents the fair value of the shares that Alps Holdco would have had to issue for the ratio of ownership interest in PubCo to be the same as if the Business Combination had taken the legal form of Alps Holdco acquiring shares of Globalink, in excess of the net assets of Globalink will be accounted for as stock-based compensation under IFRS 2 Share-Based Payment.
Alps Holdco has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:
| ● | Alps Holdco Shareholders will have the largest voting interest in PubCo; | |
| ● | The board of directors of the Combined Company will be designated solely by Alps Holdco, with at least three (3) directors qualifying as independent directors under the Securities Act and the Nasdaq rules); | |
| ● | Alps Holdco’s senior management will be the senior management of the Combined Company; | |
| ● | The business of PubCo will comprise the ongoing operations of Alps Holdco; and | |
| ● | Alps Holdco is the larger entity, in terms of substantive assets. |
Basis of Pro Forma Presentation
The unaudited pro forma condensed combined financial information has been prepared reflecting actual redemption of 337,477 shares of Globalink common stock resulting in redemption payment of $3.39 million leaving 12,635 shares who did not redeem.
Included in the shares outstanding and weighted average shares outstanding as presented in the pro forma combined financial statements are an aggregate of 160,000,000 PubCo ordinary shares to be issued to shareholders of Alps Holdco and an aggregate of 310,788 PubCo ordinary shares to be issued to the PIPE Investors, an aggregate of 291,716 PubCo ordinary share to be issued to Dr. Tham, director of Alps as 50% conversion of amounts due at closing in shares, 13,793 PubCo ordinary shares to be issued to Ms. Chew, a director of Alps, as conversion of amounts due at closing and an aggregate of 280,394 PubCo ordinary shares to be issued to PGM as partial conversion of amounts due in Promissory Note and 39,000 PubCo ordinary shares to be issued to Ng Yan Xun as partial conversion of amounts in due to related party advances at closing in shares. On May 22, 2025, Globalink, Alps Holdco and Chardan entered into an Amendment & Acknowledgement of Engagement Letter and Underwriting Agreement (the “Amendment & Acknowledgement”), in relation to an aggregate of $5,025,000 (the “Fee Amount”) Chardan will be entitled to receive at the closing of the Business Combination, comprising $4,025,000 of deferred underwriting commission and $1,000,000 of M&A fee related to a SPAC business combination. The Amendment & Acknowledgement provides that certain shareholders of Alps Holdco will transfer 4,187,500 Alps Holdco Shares to Chardan immediately prior to the consummation of the Business Combination and such transfer shall be treated as full satisfaction of Globalink’s obligation to pay the Fee Amount; provided that the Business Combination is consummated by July 31, 2025. Pursuant to the Amendment & Acknowledgement, Chardan will hold 2.5% of PubCo’s ordinary shares outstanding immediately following the Business Combination under all scenarios. In connection with the Amendment & Acknowledgement, on May 24, 2025, Globalink, the Sponsor, PGM, and Chardan entered into a Side Letter (the “Side Letter”), pursuant to which the Sponsor agreed that each of the Sponsor and its affiliates, officers and directors (including PGM, but not including Globalink) will engage Chardan as the sole or lead U.S. underwriter, underwriter, financial advisor, capital markets advisor, placement agent, and M&A advisor in connection with: (a) its next US SPAC initial public offering that is undertaken prior to the eighteen (18) month anniversary of the consummation of the Business Combination, and (b) any “de-SPAC” or other initial business combination involving such parties during such time period.
| 3 |
After the Business Combination, Globalink’s current public stockholders and Globalink’s right holders will own approximately 0.7% of the outstanding PubCo ordinary shares, the Globalink founders will own approximately 1.7% of the outstanding PubCo ordinary shares, PGM, an affiliate of the Sponsor, will own approximately 0.6%, the PIPE Investors will own approximately 0.2%, assuming the PIPE Investors will hold 310,788 PubCo ordinary shares, IBDC Asia Sdn. Bhd., an advisory firm to Alps Holdco, will own approximately 0.5%, representing finder’s fees payable in PubCo ordinary shares with value equal to 0.5% of the aggregate consideration for the Business Combination of US$1.6 billion, Dr. Tham, a director of Alps, will own approximately an additional 0.2%, and the former shareholders of Alps Holdco will own approximately 96.1% of the outstanding PubCo ordinary shares, this is inclusive of 2.5% that will be held by Chardan as a result of the Amendment & Acknowledgement (not giving effect to any shares issuable upon the exercise or conversion of options or warrants).
The following presents the calculation of basic and diluted weighted average shares outstanding.
| (Actual Redemptions Into Cash) | ||||
| Weighted average shares calculation, basic and diluted | ||||
| Globalink public shares and rights | 1,162,634 | |||
| Globalink Founder and director shares | 2,875,000 | |||
| Private shares and rights owned and converted shares expected to be owned by PGM | 946,395 | |||
| PIPE Investors | 310,788 | |||
| IBDC Asia Sdn. Bhd. | 800,000 | |||
| Alps Director | 305,509 | |||
| Alps Holdco Shareholders (1) | 160,000,000 | |||
| Weighted average shares outstanding | 166,400,326 | |||
| Percent of shares owned by Alps Holdco Shareholders (1) | 96.1 | % | ||
| Percent of shares owned by IBDC Asia Sdn. Bhd. | 0.5 | % | ||
| Percent of shares owned by PIPE Investors | 0.2 | % | ||
| Percent of shares owned by Globalink public holders | 0.7 | % | ||
| Percent of shares owned by Globalink Founders and directors | 1.7 | % | ||
| Percent of shares owned by Alps Director | 0.2 | % | ||
| Percent of shares owned by PGM | 0.6 | % | ||
| 100.0 | % | |||
| (1) | Includes 4,187,500 shares to be transferred to Chardan pursuant to the Amendment & Acknowledgement. |
| 4 |
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF SEPTEMBER 30, 2025
| ALPS | IFRS
Conversion and | Actual Redemption | ||||||||||||||||||||||||
| PubCo
(IFRS Historical) | Holdco (IFRS | Globalink (US GAAP Historical) | Presentation
Alignment (Note 4) | Transaction Accounting Adjustments | Pro Forma Combined | |||||||||||||||||||||
| ASSETS | ||||||||||||||||||||||||||
| Non-current assets | ||||||||||||||||||||||||||
| Property, plant and equipment | $ | - | $ | 2,268,861 | $ | - | $ | - | $ | - | $ | 2,268,861 | ||||||||||||||
| Right-of-use assets | - | 751,398 | - | - | - | 751,398 | ||||||||||||||||||||
| Intangible assets | - | 679,785 | - | - | - | 679,785 | ||||||||||||||||||||
| Other Investment | - | 6,590,708 | - | - | - | 6,590,708 | ||||||||||||||||||||
| Investment in associates | - | 23,730 | - | - | - | 23,730 | ||||||||||||||||||||
| Cash held in Trust Account | - | - | 1,375,147 | - | (435,555 | ) | I | - | ||||||||||||||||||
| (163,520 | ) | B | ||||||||||||||||||||||||
| (776,072 | ) | O | ||||||||||||||||||||||||
| Total non-current assets | - | 10,314,482 | 1,375,147 | - | (1,375,147 | ) | 10,314,482 | |||||||||||||||||||
| Current assets | ||||||||||||||||||||||||||
| Cash and cash equivalents | - | 408,607 | 357,729 | - | 163,520 | B | 3,478,521 | |||||||||||||||||||
| (559,185 | ) | C | ||||||||||||||||||||||||
| 3,107,850 | M | |||||||||||||||||||||||||
| Inventories | - | 550,277 | - | - | - | 550,277 | ||||||||||||||||||||
| Trade receivables | - | 572,775 | - | - | - | 572,775 | ||||||||||||||||||||
| Other receivables, deposits and prepayments | - | 463,325 | 6,833 | - | - | 470,158 | ||||||||||||||||||||
| Amount due from associates | - | 111 | - | - | - | 111 | ||||||||||||||||||||
| Tax recoverable | - | 275,833 | - | - | - | 275,833 | ||||||||||||||||||||
| Total current assets | - | 2,270,928 | 364,562 | - | 2,712,185 | 5,347,675 | ||||||||||||||||||||
| Total assets | $ | - | $ | 12,585,410 | $ | 1,739,709 | $ | - | $ | 1,337,038 | $ | 15,662,157 | ||||||||||||||
| EQUITY | ||||||||||||||||||||||||||
| ALPS Holdco issued capital | - | 580 | - | - | (580 | ) | F | - | ||||||||||||||||||
| PubCo ordinary shares | - | - | - | - | 16,000 | F | 16,640 | |||||||||||||||||||
| 1 | G | |||||||||||||||||||||||||
| 344 | H | |||||||||||||||||||||||||
| 32 | K | |||||||||||||||||||||||||
| 31 | M | |||||||||||||||||||||||||
| 121 | L | |||||||||||||||||||||||||
| 80 | N | |||||||||||||||||||||||||
| 31 | P | |||||||||||||||||||||||||
| Globalink common stock | - | - | 3,445 | - | (3,445 | ) | H | - | ||||||||||||||||||
| Additional paid-in capital | - | - | 990,399 | 12,124,881 | 41,875,000 | A | 59,544,836 | |||||||||||||||||||
| (270,528 | ) | C | ||||||||||||||||||||||||
| (15,420 | ) | F | ||||||||||||||||||||||||
| (64,366,808 | ) | D | ||||||||||||||||||||||||
| 163,520 | G | |||||||||||||||||||||||||
| 59,459,811 | E | |||||||||||||||||||||||||
| 3,101 | H | |||||||||||||||||||||||||
| 3,193,908 | K | |||||||||||||||||||||||||
| 3,107,819 | M | |||||||||||||||||||||||||
| (121 | ) | L | ||||||||||||||||||||||||
| 224,181 | N | |||||||||||||||||||||||||
| 3,055,063 | P | |||||||||||||||||||||||||
| Accumulated deficit | (27,536 | ) | (1,999,529 | ) | (13,150,554 | ) | (12,699,881 | ) | (37,850,000 | ) | A | (61,937,639 | ) | |||||||||||||
| (882,466 | ) | C | ||||||||||||||||||||||||
| 64,366,808 | D | |||||||||||||||||||||||||
| (59,459,811 | ) | E | ||||||||||||||||||||||||
| (10,890 | ) | I | ||||||||||||||||||||||||
| 481 | K | |||||||||||||||||||||||||
| (224,261 | ) | N | ||||||||||||||||||||||||
| Other comprehensive income (loss) | - | 4,633,181 | - | - | 4,633,181 | |||||||||||||||||||||
| Non-controlling interest | - | (269,897 | ) | - | - | - | (269,897 | ) | ||||||||||||||||||
| Total equity (deficit) | (27,536 | ) | 2,364,335 | (12,156,710 | ) | (575,000 | ) | 12,382,032 | 1,987,121 | |||||||||||||||||
| Common stock subject to possible redemption | - | - | 927,722 | (927,722 | ) | - | - | |||||||||||||||||||
| LIABILITIES | ||||||||||||||||||||||||||
| Non-current liabilities | ||||||||||||||||||||||||||
| Lease liabilities | - | 333,604 | - | - | - | 333,604 | ||||||||||||||||||||
| Warrant liability | - | - | 28,500 | 575,000 | - | 603,500 | ||||||||||||||||||||
| Deferred tax liability | - | 24,367 | - | - | - | 24,367 | ||||||||||||||||||||
| Deferred underwiring fee commission | - | - | 4,025,000 | - | (4,025,000 | ) | A | - | ||||||||||||||||||
| Common stock subject to possible redemption | - | - | - | 927,722 | (163,521 | ) | G | - | ||||||||||||||||||
| 11,871 | I | |||||||||||||||||||||||||
| (776,072 | ) | O | ||||||||||||||||||||||||
| - | ||||||||||||||||||||||||||
| Total non-current liabilities | - | 357,971 | 4,053,500 | 1,502,722 | (4,952,722 | ) | 961,471 | |||||||||||||||||||
| Current liabilities | ||||||||||||||||||||||||||
| Trade payables | $ | 4,000 | $ | 415,995 | $ | - | $ | - | $ | - | $ | 419,995 | ||||||||||||||
| Other payables, accruals and deposits received | 23,536 | 1,452,222 | 213,625 | - | 593,779 | C | 2,283,162 | |||||||||||||||||||
| Advance from customers | - | 324,399 | - | - | - | 324,399 | ||||||||||||||||||||
| Amount due to directors | - | 7,090,060 | - | - | (3,055,094 | ) | P | 4,034,966 | ||||||||||||||||||
| Lease liabilities | - | 445,627 | - | - | - | 445,627 | ||||||||||||||||||||
| Tax payables | - | 134,802 | 515,293 | - | (211,524 | ) | I | 438,571 | ||||||||||||||||||
| Franchise tax payable | - | - | 363,102 | - | (235,903 | ) | I | 127,200 | ||||||||||||||||||
| Excise tax liability | - | - | 1,631,756 | - | - | 1,631,756 | ||||||||||||||||||||
| Convertible note – related party, net of discount | - | - | 5,194,421 | - | (3,194,421 | ) | K | 2,000,000 | ||||||||||||||||||
| Promissory note -third party | - | - | 720,000 | - | 10,890 | I | 730,890 | |||||||||||||||||||
| Due to related party | - | - | 277,000 | - | - | 277,000 | ||||||||||||||||||||
| Total current liabilities | 27,536 | 9,863,104 | 8,915,197 | - | (6,092,272 | ) | 12,713,565 | |||||||||||||||||||
| Total liabilities | 27,536 | 10,221,075 | 12,968,697 | 1,502,722 | (11,044,994 | ) | 13,675,036 | |||||||||||||||||||
| Total liabilities, common stock subject to redemptions and equity | $ | - | $ | 12,585,410 | $ | 1,739,709 | $ | - | $ | 1,337,038 | $ | 15,662,157 | ||||||||||||||
| 5 |
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
SIX MONTHS ENDED SEPTEMBER 30, 2025
| ALPS | IFRS
Conversion and | Actual Redemptions | ||||||||||||||||||||||||
| PubCo
(IFRS Historical) | Holdcco (IFRS | Globalink (US GAAP Historical) | Presentation
Alignment (Note 4) | Transaction Accounting Adjustments | Pro Forma Combined | |||||||||||||||||||||
| Revenue | $ | - | $ | 2,199,845 | $ | - | $ | - | $ | - | $ | 2,199,845 | ||||||||||||||
| Cost of sales | - | (1,668,192 | ) | - | - | - | (1,668,192 | ) | ||||||||||||||||||
| Gross profit | - | 531,653 | - | - | - | 531,653 | ||||||||||||||||||||
| Selling, general and administrative expenses | (9,033 | ) | (1,176,879 | ) | (711,450 | ) | - | - | (1,897,362 | ) | ||||||||||||||||
| Distribution expense | - | (55,367 | ) | - | - | - | (55,367 | ) | ||||||||||||||||||
| Share result of associate | - | 19,418 | - | - | - | 19,418 | ||||||||||||||||||||
| Other operating income | - | 2,732 | - | - | - | 2,732 | ||||||||||||||||||||
| Other operating expense | - | (564,608 | ) | - | - | - | (564,608 | ) | ||||||||||||||||||
| Operating loss | (9,033 | ) | (1,243,051 | ) | (711,450 | ) | - | - | (1,963,534 | ) | ||||||||||||||||
| Penalties on taxes | - | - | (190,446 | ) | - | - | (190,446 | ) | ||||||||||||||||||
| Finance expenses | - | (28,623 | ) | (844,614 | ) | - | - | (873,237 | ) | |||||||||||||||||
| Change in fair value of Common stock subject to possible redemption | - | - | - | (159,390 | ) | 159,390 | DD | - | ||||||||||||||||||
| Change in fair value of warrant liabilities | - | - | (24,225 | ) | (488,750 | ) | - | (512,975 | ) | |||||||||||||||||
| Interest earned on investments held in Trust Account | - | - | 48,455 | - | (48,455 | ) | AA | - | ||||||||||||||||||
| Profit (loss) before income tax | (9,033 | ) | (1,271,674 | ) | (1,722,280 | ) | (648,140 | ) | 110,935 | (3,540,192 | ) | |||||||||||||||
| Income tax expense | - | (69,140 | ) | - | - | - | (69,140 | ) | ||||||||||||||||||
| Net income (loss) | $ | (9,033 | ) | $ | (1,340,814 | ) | $ | (1,722,280 | ) | $ | (648,140 | ) | $ | 110,935 | $ | (3,609,332 | ) | |||||||||
| Non-controlling interest | - | (42,541 | ) | - | - | - | (42,541 | ) | ||||||||||||||||||
| Net income (loss) attributed to shareholders | $ | (9,033 | ) | $ | (1,298,273 | ) | $ | (1,722,280 | ) | $ | (648,140 | ) | $ | 110,935 | $ | (3,566,791 | ) | |||||||||
| Weighted average shares basic and diluted | 1 | 58,041,991 | ||||||||||||||||||||||||
| Basic and diluted net loss per share | $ | (9,033 | ) | $ | (0.02 | ) | ||||||||||||||||||||
| Basic and diluted net income per share, redeemable common stock | $ | 0.57 | ||||||||||||||||||||||||
| Basic and diluted net loss per share, non-redeemable common stock | $ | (0.52 | ) | |||||||||||||||||||||||
| Pro forma weighted average number of shares outstanding - basic and diluted | 166,400,326 | |||||||||||||||||||||||||
| Pro forma loss per share - basic and diluted | $ | (0.02 | ) | |||||||||||||||||||||||
| 6 |
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FISCAL YEAR ENDED MARCH 31, 2025
| ALPS | IFRS
Conversion and | Actual Redemptions | ||||||||||||||||||||||||
| PubCo
(IFRS Historical) | Holdco (IFRS | Globalink (US GAAP Historical) | Presentation
Alignment (Note 4) | Transaction Accounting Adjustments | Pro Forma Combined | |||||||||||||||||||||
| Revenue | $ | - | $ | 3,371,037 | $ | - | $ | - | $ | - | $ | 3,371,037 | ||||||||||||||
| Cost of sales | - | (2,069,772 | ) | - | - | - | (2,069,772 | ) | ||||||||||||||||||
| Gross profit | - | 1,301,265 | - | - | - | 1,301,265 | ||||||||||||||||||||
| Selling, general and administrative expenses | (18,503 | ) | (2,400,790 | ) | (1,436,495 | ) | - | (59,459,811 | ) | BB | (65,422,326 | ) | ||||||||||||||
| (2,106,727 | ) | CC | ||||||||||||||||||||||||
| Distribution expense | - | (273,487 | ) | - | - | - | (273,487 | ) | ||||||||||||||||||
| Share result of associate | - | (10,760 | ) | - | - | - | (10,760 | ) | ||||||||||||||||||
| Other operating income | - | 31,405 | - | - | - | 31,405 | ||||||||||||||||||||
| Other operating expense | - | (1,128,526 | ) | - | - | - | (1,128,526 | ) | ||||||||||||||||||
| Operating loss | (18,503 | ) | (2,480,893 | ) | (1,436,495 | ) | - | (61,566,538 | ) | (65,502,429 | ) | |||||||||||||||
| Penalties on taxes | - | - | (282,936 | ) | - | - | (282,936 | ) | ||||||||||||||||||
| Finance expenses | - | (48,283 | ) | (440,005 | ) | - | - | (488,288 | ) | |||||||||||||||||
| Change in fair value of Common stock subject to possible redemption | - | - | - | (1,881,515 | ) | 1,881,515 | DD | - | ||||||||||||||||||
| Change in fair value of warrant liabilities | - | - | 9,405 | 189,750 | - | 199,155 | ||||||||||||||||||||
| Interest earned on investments held in Trust Account | - | - | 974,952 | - | (974,952 | ) | AA | - | ||||||||||||||||||
| Profit (loss) before income tax | (18,503 | ) | (2,529,176 | ) | (1,175,079 | ) | (1,691,765 | ) | (60,659,975 | ) | (66,074,498 | ) | ||||||||||||||
| Income tax expense | - | (95,562 | ) | (166,614 | ) | - | - | (262,176 | ) | |||||||||||||||||
| Net income (loss) | $ | (18,503 | ) | $ | (2,624,738 | ) | $ | (1,341,693 | ) | $ | (1,691,765 | ) | $ | (60,659,975 | ) | $ | (66,336,674 | ) | ||||||||
| Non-controlling interest | - | (111,165 | ) | - | - | - | (111,165 | ) | ||||||||||||||||||
| Net income (loss) attributed to shareholders | $ | (18,503 | ) | $ | (2,513,573 | ) | $ | (1,341,693 | ) | $ | (1,691,765 | ) | $ | (60,659,975 | ) | $ | (66,225,509 | ) | ||||||||
| Weighted average shares basic and diluted | $ | 18,503 | $ | (0.05 | ) | |||||||||||||||||||||
| Basic and diluted net loss per share | $ | 18,503 | $ | (0.05 | ) | |||||||||||||||||||||
| Basic and diluted net income per share, redeemable common stock | $ | 0.40 | ||||||||||||||||||||||||
| Basic and diluted net loss per share, non-redeemable common stock | $ | (0.61 | ) | |||||||||||||||||||||||
| Pro forma weighted average number of shares outstanding - basic and diluted | 166,400,326 | |||||||||||||||||||||||||
| Pro forma loss per share - basic and diluted | $ | (0.40 | ) | |||||||||||||||||||||||
| 7 |
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Note 1 — Description of the Business Combination
On January 30, 2024, Globalink entered into the Merger Agreement with Alps Holdco, the Sponsor, and the Seller Representative. The Merger Agreement was amended and restated on May 20, 2024 and entered into by and among Globalink, Alps Holdco, Merger Sub, the Sponsor, and the Seller Representative, and was further amended on March 6, 2025, April 18, 2025 and September 27, 2025. Pursuant to the terms of the Merger Agreement, the Business Combination between Globalink and Alps Holdco was effected in two steps: (i) the Redomestication Merger, whereby, subject to the approval and adoption of the Merger Agreement by the stockholders of Globalink, Globalink has merged with and into PubCo on October 28, 2025, with PubCo remaining as the surviving publicly traded entity; and (ii) the Acquisition Merger, whereby Merger Sub has merged with and into Alps Holdco, resulting in Alps Holdco remaining as the surviving entity and being a wholly-owned subsidiary of PubCo. On October 28, 2025, the Closing, each Alps Holdco Ordinary Share issued and outstanding immediately prior to the Effective Time (other than treasury shares or dissenting shares) were converted into the right to receive PubCo ordinary shares. The total consideration to be paid by Globalink to the Alps Holdco Shareholders in the form of PubCo ordinary shares at the Closing was equal to $1.6 billion.
The Merger Agreement is subject to certain customary closing conditions and contains customary representations, warranties, covenants and indemnity provisions. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Merger Agreement. The respective boards of directors of Globalink and Alps Holdco have (i) approved and declared advisable the Merger Agreement, the Merger and the transactions contemplated by the Merger Agreement and (ii) resolved to recommend approval of the Merger Agreement and related transactions by their respective shareholders.
As a result of the Closing, pursuant to the terms of the Merger Agreement, all of the outstanding shares of Alps Holdco were cancelled in exchange for the right to receive PubCo ordinary shares. The aggregate consideration for the Business Combination is $1.6 billion, payable at the Closing in the form of newly issued PubCo ordinary shares, par value $0.0001 per share. The Merger Consideration Shares ware allocated pro rata with each Alps Holdco Shareholder receiving a number of PubCo ordinary shares determined in accordance with the terms of the Merger Agreement.
On October 28, 2025, consummated the PIPE Investment which was conditioned on the concurrent Closing of the Business Combination and other customary closing conditions. PubCo, Globalink and Alps Holdco entered into subscription agreements with certain investors for 310,788 PubCo ordinary shares for a total of $3,107,731 in a PIPE Investment to be consummated simultaneously with the Closing (including the $200,000 of subscription under the agreement entered into on August 27, 2024).
At the Closing of the Business Combination, the former Alps Holdco Shareholders will receive an aggregate of 160,000,000 PubCo ordinary shares, among which 8,000,000 PubCo ordinary shares are to be issued and held in escrow to satisfy any indemnification obligations incurred under the Merger Agreement.
| 8 |
Note 2 — Basis of Presentation
The adjustments presented on the pro forma combined financial statements have been identified and presented to provide an understanding of PubCo upon consummation of the Business Combination for illustrative purposes.
The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). PubCo has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the following unaudited pro forma condensed combined financial information. The historical financial information has been adjusted to reflect the pro forma adjustments that are directly attributable to the Business Combination and the PIPE financing as described below.
The unaudited pro forma condensed combined financial information has been prepared reflecting actual redemption of 337,477 shares of Globalink common stock resulting in redemption payment of $3.39 million leaving 12,635 shares who did not redeem.
Included in the shares outstanding and weighted average shares outstanding as presented in the pro forma combined financial statements are an aggregate of 160,000,000 PubCo ordinary shares to be issued to shareholders of Alps Holdco, 800,000 PubCo ordinary shares to be issued to IBDC Asia Sdn. Bhd. as finder fees, and an aggregate of 310,788 PubCo ordinary shares to be issued to the PIPE Investors, an aggregate of 291,716 PubCo ordinary share to be issued to Dr. Tham, a director of Alps, representing 50% conversion of amounts due at closing in shares, an aggregate of 13,793 PubCo ordinary shares to be issued to Ms. Chew, a director of Alps, representing conversion of amounts due at closing in shares, and an aggregate of 280,394 PubCo ordinary shares to be issued to PGM as partial conversion of amounts due in promissory notes, and 39,000 to Ng Yan Xun as partial conversion of amounts due in due to related party advances at closing in shares. The parties secure $3,107,731 of PIPE financing. On May 22, 2025, Globalink, Alps Holdco and Chardan entered into the Amendment & Acknowledgement in relation to an aggregate of $5,025,000 Fee Amount Chardan will be entitled to receive at the closing of the Business Combination, comprising $4,025,000 of deferred underwriting commission and $1,000,000 of M&A fee. related to a SPAC business combination. The Amendment & Acknowledgement provides that certain shareholders of Alps Holdco will transfer 4,187,500 Alps Holdco Shares to Chardan immediately prior to the consummation of the Business Combination and such transfer shall be treated as full satisfaction of Globalink’s obligation to pay the Fee Amount; provided that the Business Combination is consummated by July 31, 2025. Pursuant to the Amendment & Acknowledgement, Chardan will hold 2.5% of PubCo’s ordinary shares outstanding immediately following the Business Combination under all scenarios. In connection with the Amendment & Acknowledgement, on May 24, 2025, Globalink, the Sponsor, PGM, and Chardan entered into the Side Letter, pursuant to which the Sponsor agreed that each of the Sponsor and its affiliates, officers and directors (including PGM, but not including Globalink) will engage Chardan as the sole or lead U.S. underwriter, underwriter, financial advisor, capital markets advisor, placement agent, and M&A advisor in connection with: (a) its next US SPAC initial public offering that is undertaken prior to the eighteen (18) month anniversary of the consummation of the Business Combination, and (b) any “de-SPAC” or other initial business combination involving such parties during such time period.
The pro forma adjustments do not have an income tax effect as they are either (i) incurred by legal entities that are not subject to a corporate income tax, or (ii) permanently nondeductible or nontaxable based on the laws of the relevant jurisdiction.
| 9 |
Note 3 — Accounting for the Business Combination
The Business Combination will be accounted for as a capital reorganization with no goodwill or other intangible assets recorded, in accordance with IFRS. A capital reorganization does not result in a new basis of accounting, and the financial statements of the combined entity represent the continuation of the financial statements of Alps Holdco in many respects. However, Globalink does not meet the definition of a “business” pursuant to IFRS 3 Business Combinations, and thus, for accounting purposes, the Business Combination will be accounted for as a capital reorganization.
Under this method of accounting, Globalink will be treated as the “acquired” company for financial reporting purposes. For accounting purposes, Alps Holdco will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of Alps Holdco (i.e., a capital transaction involving the issuance of shares by PubCo for the shares of Alps Holdco). Accordingly, the consolidated assets, liabilities and results of operations of Alps Holdco will become the historic financial statements of the Combined Company, and Globalink’s assets, liabilities and results of operations will be consolidated with Alps Holdco beginning on the acquisition date. Operations prior to the Business Combination will be presented as those of Alps Holdco in future reports. The net assets of Alps Holdco will be recognized at carrying value, with no goodwill or other intangible assets recorded.
The deemed costs of the shares issued by PubCo, which represents the fair value of the shares that Alps Holdco would have had to issue for the ratio of ownership interest in PubCo to be the same as if the Business Combination had taken the legal form of Alps Holdco acquiring shares of Globalink, in excess of the net assets of Globalink will be accounted for as stock-based compensation under IFRS 2 Share-Based Payment.
Alps Holdco has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:
| ● | Alps Holdco Shareholders will have the largest voting interest in PubCo; | |
| ● | The board of directors of the Combined Company will be designated solely by Alps Holdco, with at least three (3) directors qualifying as independent directors under the Securities Act and the Nasdaq rules); | |
| ● | Alps Holdco’s senior management will be the senior management of the Combined Company; | |
| ● | The business of PubCo will comprise the ongoing operations of Alps Holdco; and | |
| ● | Alps Holdco is the larger entity, in terms of substantive assets. |
Note 4 — U.S. GAAP to IFRS Conversion and Presentation Alignment
The historical financial information of Globalink has been adjusted to give effect to the differences between U.S. GAAP and IFRS as issued by the IASB for the purposes of the unaudited pro forma condensed combined financial information. One adjustment required to convert Globalink’s consolidated balance sheet from U.S. GAAP to IFRS for purposes of the unaudited pro forma condensed combined financial information was to reclassify Globalink’s Public Warrants and Common stock subject to redemption to non-current financial liabilities under IAS 32, as shareholders have the right to require Globalink to redeem Globalink Public Shares and Warrants and Globalink has an irrevocable obligation to deliver cash or another financial instrument for such redemption.
| 10 |
Note 4 — U.S. GAAP to IFRS Conversion and Presentation Alignment (Cont’d)
Further, as part of the preparation of the unaudited pro forma condensed combined financial information, certain reclassifications were made to align Globalink’s consolidated historical financial information in accordance with the presentation of Alps Holdco’s historical financial information, see below for effect of conversion on the financial statements.
Globalink’s Consolidated Balance Sheet as of September 30, 2025
Globalink’s consolidated financial statements have been prepared in accordance with U.S. GAAP and in USD currency and converted to IFRS as follows:
Globalink’s Consolidated Balance Sheet as of September 30, 2025
| US GAAP September 30, 2025 | IFRS Adjustments 2025 | Ref | IFRS September 30, 2025 | |||||||||||
| Assets | ||||||||||||||
| Non -current assets: | ||||||||||||||
| Cash held in Trust Account | $ | 1,375,147 | $ | - | $ | 1,375,147 | ||||||||
| 1,375,147 | - | 1,375,147 | ||||||||||||
| Current assets | ||||||||||||||
| Cash | 357,729 | - | 357,729 | |||||||||||
| Prepaid expense | 6,833 | - | 6,833 | |||||||||||
| 364,562 | - | 364,562 | ||||||||||||
| Total assets | $ | 1,739,709 | $ | - | $ | 1,739,709 | ||||||||
| Liabilities and Stockholders’ Deficit: | ||||||||||||||
| Common stock | $ | 3,445 | $ | - | $ | 3,445 | ||||||||
| Additional paid-in-capital | 990,399 | 12,124,881 | b | 13,115,280 | ||||||||||
| Accumulated deficit | (13,150,554 | ) | (12,699,881 | ) | b | (25,850,435 | ) | |||||||
| Total stockholders’ deficit | (12,156,710 | ) | (575,000 | ) | (12,731,710 | ) | ||||||||
| Liabilities | ||||||||||||||
| Non-current liabilities | ||||||||||||||
| Deferred underwriting commissions | 4,025,000 | - | 4,025,000 | |||||||||||
| Warrant liabilities | 28,500 | 575,000 | b | 603,500 | ||||||||||
| Common stock subject to possible redemption | - | 927,733 | a | 927,722 | ||||||||||
| 4,053,500 | 1,502,722 | 5,556,222 | ||||||||||||
| Common stock subject to possible redemption | 927,722 | (927,722 | ) | a | - | |||||||||
| Current liabilities | ||||||||||||||
| Accounts payable | 213,625 | - | 213,625 | |||||||||||
| Franchise tax payable | 363,102 | - | 363,102 | |||||||||||
| Income tax payable | 515,293 | - | 515,293 | |||||||||||
| Convertible Note - Related Party | 5,194,421 | - | 5,194,421 | |||||||||||
| Promissory note – third party | 720,000 | 720,000 | ||||||||||||
| Due to related party | 277,000 | - | 277,000 | |||||||||||
| Excise tax liability | 1,631,756 | - | 1,631,756 | |||||||||||
| 8,915,197 | - | 8,915,197 | ||||||||||||
| Total liabilities | 12,968,697 | 1,502,722 | 14,471,419 | |||||||||||
| Total Liabilities and Stockholders’ Deficit | $ | 1,739,709 | $ | - | $ | 1,739,709 | ||||||||
(a) To reclassify and present redeemable common stock of Globalink as other liabilities under IFRS, as shareholders have the right to require Globalink to redeem the Globalink Public Shares and Globalink has an irrevocable obligation to deliver cash or another financial instrument for such redemption.
(b) To reclassify and present the Public Warrants of Globalink as other liabilities under IFRS, as the warrants represent a settlement alternative that does not result in the exchange of a fixed amount of cash for a fixed number of shares. The redemption provision is at the option of the issuer. As there is a potential settlement that will result in other than fixed amount of cash for a fixed number of shares, the warrants fail to meet the criteria to be accounted for as equity instruments. Specifically, there are redemption provisions for the warrants whereby they may be redeemed on a cashless basis, in which case the holders will receive a variable number of common stock based on the then market value to result in settlement equivalent to $0.01 per warrant.
| 11 |
Note 4 — U.S. GAAP to IFRS Conversion and Presentation Alignment (Cont’d)
The historical impact of the reclassification adjustments referenced above was applied between accumulated deficit and additional paid in capital. Under GAAP, the proceeds from redeemable common stock discussed in adjustment above, were allocated into temp equity with the corresponding accretion to additional paid in capital, however, under IFRS, redeemable common stock will be a liability, thus no accretion will pass through equity. As a result, the historical accumulated accretion is reversed and reclassified back to additional paid in capital under GAAP.
U.S. GAAP to IFRS Conversion of Globalink’s Consolidated Statement of Operations for the six months ended September 30, 2025
Globalink’s financial statements have been prepared in accordance with U.S. GAAP and in USD currency and is converted to IFRS as follows:
Globalink’s Consolidated Statement of Operations for the six months ended September 30, 2025
| US GAAP September 30, 2025 | IFRS Adjustments 2025 | Ref | IFRS September 30, 2025 | |||||||||||
| General and administrative expenses | $ | (634,250 | ) | $ | - | $ | (634,250 | ) | ||||||
| Franchise tax expense | (77,200 | ) | - | (77,200 | ) | |||||||||
| Total operating expenses | (711,450 | ) | - | (711,450 | ) | |||||||||
| Operating loss | (711,450 | ) | - | (711,450 | ) | |||||||||
| Non-operating income (expenses) | ||||||||||||||
| Interest earned on cash and investments held in Trust Account | 48,455 | - | 48,455 | |||||||||||
| Penalties on income tax | (190,446 | ) | - | (190,446 | ) | |||||||||
| Interest expense | (844,614 | ) | - | (844,614 | ) | |||||||||
| Change in fair value of warrants liabilities | (24,225 | ) | (488,750 | ) | a | (512,975 | ) | |||||||
| Change in fair value of common stock | - | (159,390 | ) | a | (159,390 | ) | ||||||||
| Total non-operating income (expenses) | (1,010,830 | ) | (648,140 | ) | (1,658,970 | ) | ||||||||
| Loss before income tax | (1,722,280 | ) | (648,140 | ) | (2,370,420 | ) | ||||||||
| Income tax expenses | - | - | - | |||||||||||
| Net loss | $ | (1,722,280 | ) | $ | (648,140 | ) | $ | (2,370,420 | ) | |||||
(a) To recognize the changes in fair value of the warrant liability and common stock subject to redemption for the Six months ended September 30, 2025, under IAS 32 changes in fair value through profit or loss.
| 12 |
Note 4 — U.S. GAAP to IFRS Conversion and Presentation Alignment (Cont’d)
U.S. GAAP to IFRS Conversion of Globalink’s Consolidated Statement of Operations for the twelve months ended March 31, 2025
Globalink’s financial statements have been prepared in accordance with U.S. GAAP and in USD currency and is converted to IFRS as follows:
Globalink’s Consolidated Statement of Operations for the trailing twelve months ended March 31, 2025
| US GAAP March 31, 2025 | IFRS Adjustments 2025 | Ref | IFRS March 31, 2025 | |||||||||||
| General and administrative expenses | $ | (1,236,495 | ) | $ | - | $ | (1,236,495 | ) | ||||||
| Franchise tax expense | (200,000 | ) | - | (200,000 | ) | |||||||||
| Total operating expenses | (1,436,495 | ) | - | (1,436,495 | ) | |||||||||
| Operating loss | (1,436,495 | ) | - | (1,436,495 | ) | |||||||||
| Non-operating income (expenses) | ||||||||||||||
| Interest earned on cash and investments held in Trust Account | 974,952 | - | 974,952 | |||||||||||
| Penalties on income tax | (282,936 | ) | - | (282,936 | ) | |||||||||
| Interest expense | (440,005 | ) | - | (440,005 | ) | |||||||||
| Change in fair value of warrants liabilities | 9,405 | 189,750 | a | 199,155 | ||||||||||
| Change in fair value of common stock | - | (1,881,515 | ) | a | (1,881,515 | ) | ||||||||
| Total non-operating income (expenses) | 261,416 | (1,691,765 | ) | (1,430,349 | ) | |||||||||
| Loss before income tax | (1,175,079 | ) | (1,691,765 | ) | (2,866,844 | ) | ||||||||
| Income tax expenses | (166,614 | ) | - | (166,614 | ) | |||||||||
| Net loss | $ | (1,341,693 | ) | $ | (1,691,765 | ) | $ | (3,033,458 | ) | |||||
(a) To recognize the changes in fair value of the warrant liability and common stock subject to redemption for the twelve months ended March 31, 2025, under IAS 32 changes in fair value through profit or loss.
Note 5 — Adjustments to Unaudited Pro Forma
Condensed Combined Balance Sheet as of September 30, 2025
The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:
| A. | Reflects the settlement of the $5.03 million Fee Amount consisting of $1.00 million in M&A fee and $4.03 million of deferred underwriting fee, by the transfer of 4,187,500 shares from certain shareholders of Alps Holdco to Chardan. The fair value of the shares transferred is $41.88 million, based on the $10 purchase price value and PIPE raise. The settlement of the $5.03 million of Fee Amount is expected to result in $41.87 million of contributed capital and $36.85 million of loss in Globalink’s financial statements. |
| 13 |
Note 5 — Adjustments to Unaudited Pro Forma (Cont’d)
| B. | Reflects the liquidation and reclassification of $0.16 million of funds held in the Trust Account to cash and bank balances that become available following the Business. | |
| C. | Represents the transaction costs incurred and paid by Globalink and Alps Holdco of approximately $0.56 million for legal, accounting, due diligence and printing fees incurred as part of the Business Combination. For the Globalink transaction costs paid at closing is $0.33 million and an additional $0.33 million included in accrued liabilities are reflected as an adjustment to accumulated deficit and $0.66 million. For the Alps Holdco transaction costs of $0.23 million were paid at closing and $0.26 million in included in accrued liabilities of which $0.27 million are allocated to new share issuance and recorded to additional paid-in capital and $0.23 million is related to listing cost and recorded to accumulated. | |
| D. | Represents the elimination of Globalink’s historical accumulated deficit after recording the loss on settlement with Chardan as described in adjustment (A) above, the transaction costs to be incurred by Globalink as described in (C) above, the interest recognized in trust as described in (I) below, the interest expense related to the Convertible promissory note through settlement date as described in (K) below and the recording of the public warrants and Common stock subject to redemption as liabilities described in IFRS note 4 above. | |
| E. | Represents the estimated expense recognized, in accordance with IFRS 2, for the excess of the deemed costs of the shares issued by PubCo and the fair value of Globalink’s identifiable net assets at the date of the Business Combination, resulting in a $59.46 million increase to accumulated deficit. The fair value of shares issued was estimated based on the market price of Globalink common stock of $11.50 per share (as of October 28, 2025). The value is based on the share price of the GLLI common stock at the closing date. |
| Shares | Dollars | |||||||
| Globalink shareholders | ||||||||
| Public Shareholders | 1,162,634 | |||||||
| Sponsor and other shareholders | 3,502,000 | |||||||
| Fair value of shares to be issued to Globalink shareholders at $11.50 per share | $ | 53,643,303 | ||||||
| IFRS Net assets of Globalink as of September 30, 2025 | (12,731,710 | ) | ||||||
| Less: Globalink transaction costs, net | (467,740 | ) | ||||||
| Add: Settled underwriting fee and M&A fee by transfer of share from certain Alps Holdco shareholders | 5,194,421 | |||||||
| Add: Settled Promissory note with PubCo Ordinary stock | 2,025,000 | |||||||
| Add: Release of redeemable Common Stock | 163,521 | |||||||
| Less: Effect of maximum contractual redemption of Globalink shares | - | |||||||
| Adjusted net assets of Globalink as of September 30, 2025 | (5,816,508 | ) | ||||||
| Difference - being IFRS 2 charge for listing services | $ | 59,459,811 | ||||||
| F. | Represents the exchange of outstanding shares into 160,000,000 PubCo ordinary shares at par value of $0.0001 per share upon the Business Combination. | |
| G. | Reflects the release of 12,635 shares that did not redeem and are no longer subject to redemption. | |
| H. | Reflects the conversion of Common Stock into PubCo ordinary shares on a one-for-one basis and reflect the issuance shares in exchange for the rights. | |
| I. | Reflects the additional borrowings subsequent to September 30, 2025 in a form of a Promissory Note in order to fund the extension payments into the trust account and the interest earned in trust through October 28, 2025 the date of the latest extension deposit, net of tax effect. |
| 14 |
Note 5 — Adjustments to Unaudited Pro Forma (Cont’d)
| K. | Reflects the repayment and settlement of the PGM loans of $4.83 million and due to related party of $0.39 million. The PGM loan reflects the settlement of $2.00 million in cash and the issuance of 280,394 PubCo ordinary shares at $10 per share. The cash was not yet been paid and remains payable as of October 28, 2025 date the transaction closed. The due to related party reflect the settlement of $0.39 million via the issuance of 39,000 PubCo ordinary shares at $10 per share. | |
| L. | Reflects the conversion of Globalink’s Public and Private Rights into 1,207,000 PubCo ordinary shares upon the Closing of the Business Combination, including 57,000 Private Rights of Globalink held by PGM. | |
| M. | Reflects proceeds taking into account the subscription of $3.11 million in PIPE funding at Closing pursuant to the subscription agreements in connection with the PIPE Investment. | |
| N. | Reflects 0.5% finder fees to IBDC Asia Sdn. Bhd. for introducing Globalink to Alps Holdco for corporate exercise payable in shares and valued at $10 per share. The shares are issued as transaction cost was proportionally allocated against additional paid in capital and accumulated deficit based on the proportional issuance of New shares versus shares issued for listing exchange purposes. | |
| O. | Reflects the redemption in connection with the redemption in connection with the closing of an additional 59,966 shares tendered for redemption resulting in redemption of $0.78 million from the trust at $12.94 per share. | |
| P. | Reflects the issuance of 291,716 PubCo ordinary shares at $10 for the conversion 50% of amounts due to director Dr. Tham of Alps at $10 per shares and 13,793 PubCo ordinary shares at $10 for the conversion of amounts due to a director of Alps, Ms. Chew. |
Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations for six months period ended September 30, 2025 and for the Year Ended March 31, 2025
The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:
(AA) Reflects the elimination of interest income generated from the cash and investments held in the Trust Account.
(BB) Represents $59.46 million of expense recognized, in accordance with IFRS 2, for the difference between the deemed costs of the shares issued by PubCo and the carrying value of Globalink’s identifiable net assets, as described in (E) above. This cost is a nonrecurring item.
(CC) To reflect the incremental transaction cost incurred of $2.11 million. This is a non-recurring item.
(DD) To reflect the reversal of the fair value change of financial liability in connection with Common Stock subject to redemption as the shares at closing are no longer redeemable and thus accounted for as equity instruments.
Note 6 — Net Earnings (Loss) per Share
Represents the earnings (loss) per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since April 1, 2024. As the Business Combination is being reflected as if it had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted earnings (loss) per share assumes that the shares issued in connection with the Business Combination have been outstanding for the entire period presented. If the number of Public Shares described under the Maximum Contractual Redemption Scenario are redeemed, this calculation is retroactively adjusted to eliminate such shares for the entire period.
| 15 |
Note 6 — Net Earnings (Loss) per Share (Cont’d)
The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemption. The following table sets out the share ownership of PubCo following Closing on a pro forma basis under the No Redemption Scenario and the Maximum Contractual Redemption Scenario:
The following table sets out the share ownership of PubCo following Closing on a pro forma basis based on Actual Redemptions: (Six Months Ended September 30, 2025)
| Net loss per share | Actual Redemption | |||
| Net loss | $ | (3,609,332 | ) | |
| Net loss per share – Basic | $ | (0.02 | ) | |
| Net loss per share - Diluted (1) | $ | (0.02 | ) | |
The following table sets out the share ownership of PubCo following Closing on a pro forma based on Actual Redemptions: (Twelve Months Ended March 31, 2025)
| Net loss per share | Actual Redemption | |||
| Net loss | $ | (66,225,509 | ) | |
| Net loss per share – Basic | $ | (0.40 | ) | |
| Net loss per share - Diluted (1) | $ | (0.40 | ) | |
| Actual Redemption | ||||||||||||
| Percent | ||||||||||||
| Pro forma Ownership | Number of Shares | Outstanding | Fully diluted | |||||||||
| Globalink public shares and rights | 1,162,634 | 0.7 | % | 0.7 | % | |||||||
| Globalink Founder and director shares | 2,875,000 | 1.7 | % | 1.7 | % | |||||||
| shares and rights held by PGM and other debt converting related parties | 946,395 | 0.6 | % | 0.5 | % | |||||||
| PIPE Investors | 310,788 | 0.2 | % | 0.2 | % | |||||||
| IBDC Asia Sdn. Bhd. | 800,000 | 0.5 | % | 0.5 | % | |||||||
| Alps Director | 305,509 | 0.2 | % | 0.2 | % | |||||||
| Alps Holdco Shareholders (2) | 160,000,000 | 96.1 | % | 92.7 | % | |||||||
| Weighted average shares outstanding | 166,400,326 | 100 | % | |||||||||
| Potential Sources of Dilution(1) | ||||||||||||
| Public Warrants | 5,750,000 | 3.3 | % | |||||||||
| Private Warrants | 285,000 | 0.2 | % | |||||||||
| Fully diluted weighted average shares outstanding | 172,435,326 | 100 | % | |||||||||
| (1) | The potentially dilutive outstanding securities were excluded from the computation of pro forma net loss per share, basic and diluted, because their effect would have been anti-dilutive. | |
| (2) | Includes 4,187,500 shares to be transferred to Chardan pursuant to the Amendment & Acknowledgement. |
| 16 |
Exhibit 99.2
ALPS GROUP INC
Statement of Financial Position as at 30 September 2025
(Unaudited)
| 2025 | 2024 | |||||||||||
| (Unaudited) | (Unaudited) | |||||||||||
| Note | USD | USD | ||||||||||
| ASSETS | ||||||||||||
| Current Assets | ||||||||||||
| Cash on hand, representing total asset | 1 | 1 | ||||||||||
| EQUITY AND LIABILITIES | ||||||||||||
| Capital and Reserves | ||||||||||||
| Share capital | 5 | 1 | 1 | |||||||||
| Accumulated losses | (27,536 | ) | (4,303 | ) | ||||||||
| Capital Deficiency | (27,535 | ) | (4,302 | ) | ||||||||
| Current Liabilities | ||||||||||||
| Other payable and accrued expense, representing total liabilities | 6 | 27,536 | 4,303 | |||||||||
| Total Equity and Liabilities | 1 | 1 | ||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
| 1 |
ALPS GROUP INC
Statement of Profit or Loss and Other Comprehensive Income
For the Six Months ended 30 September 2025
(Unaudited)
| 2025 | 2024 | |||||||||||
| (Unaudited) | (Unaudited) | |||||||||||
| Note | USD | USD | ||||||||||
| Revenue | - | - | ||||||||||
| Other operating expenses | (9,033 | ) | (4,303 | ) | ||||||||
| Loss before tax | 7 | (9,033 | ) | (4,303 | ) | |||||||
| Income tax expense | ||||||||||||
| Loss for the financial period and total comprehensive loss for the financial period | (9,033 | ) | (4,303 | ) | ||||||||
The accompanying notes are an integral part of these unaudited financial statements.
| 2 |
ALPS GROUP INC
Statement of Changes in Equity
For the Six Months ended 30 September 2025
(Unaudited)
| Share capital | Distributable reserve - Accumulated losses | Total equity / (Capital deficiencies) | ||||||||||||||
| Note | USD | USD | USD | |||||||||||||
| As at 1 April 2024 | 1 | - | 1 | |||||||||||||
| Loss for the financial period, representing total comprehensive loss for the financial period | - | (4,303 | ) | (4,303 | ) | |||||||||||
| As at 30 September 2024 | 1 | (4,303 | ) | (4,302 | ) | |||||||||||
| As at 1 April 2025 | 1 | (18,503 | ) | (18,502 | ) | |||||||||||
| Loss for the financial period, representing total comprehensive loss for the financial period | - | (9,033 | ) | (9,033 | ) | |||||||||||
| As at 30 September 2025 | 1 | (27,536 | ) | (27,535 | ) | |||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
| 3 |
ALPS GROUP INC
Statement of Cash Flows
For the Six Months ended 30 September 2025
(Unaudited)
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| USD | USD | |||||||
| CASH FLOWS USED IN OPERATING ACTIVITIES | ||||||||
| Loss before tax | (9,033 | ) | (6,303 | ) | ||||
| Changes in working capital: | ||||||||
| Increase in: | ||||||||
| Other payables and accruals | 9,033 | 6,303 | ||||||
| Net Cash Used In Operating Activities | - | - | ||||||
| NET MOVEMENT IN CASH AND CASH EQUIVALENTS | - | - | ||||||
| CASH AND CASH EQUIVALENTS AT BEGINNING OF FINANCIAL PERIOD | 1 | 1 | ||||||
| CASH AND CASH EQUIVALENTS AT END OF FINANCIAL PERIOD | 1 | 1 | ||||||
The accompanying notes are an integral part of these unaudited financial statements.
| 4 |
NOTES TO THE FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2025
1. Corporate Information
Business Description
ALPS Group Inc (formerly known as ALPS Global Holding Pubco) (the “Company”) is a private limited liability company incorporated and domiciled in Cayman Islands. The registered office of the Company is located at 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands.
The Company is principally engaged in the business of investment holding.
2. Basis of Presentation
Statement of Compliance
The financial statements of the Company have been prepared in accordance with in accordance with International Accounting Standards (“IAS”) and International Financial Reporting Standard (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).
Adoption of amendments to IAS and IFRS
During the financial period, the Company adopted the following applicable amendments to IAS issued by IASB:
| Amendments to IAS21 | Lack of Exchangeability |
The adoption of these amendments to standards did not have any significant impact on the financial statements of the Company.
New IFRS and amendments to IAS and IFRSs issued but not yet effective
The Company has not applied the following new IFRS and amendments to IAS and IFRS that have been issued by the IASB but are not yet effective for the Company.
Effective dates for financial periods beginning on or after | ||||
| Revised IFRS Practice Statement 1 | Management Commentary | 23 June 2025 | ||
| Amendments to IFRS 9 and IFRS 7 | Amendments to the Classification and Measurement of Financial Instruments | 1 January 2026 | ||
| Amendments to IFRS 9 and IFRS 7 | Contracts Referencing Nature-dependent Electricity | 1 January 2026 | ||
| Amendments to IFRS 10, IFRS 9, IFRS 1, IAS 7, IFRS 7 | Annual Improvements to IFRS Accounting Standards - Volume 11 | 1 January 2026 | ||
| IFRS 18 | Presentation and Disclosure in Financial Statements | 1 January 2027 | ||
| IFRS 19 | Subsidiaries without Public Accountability: Disclosures | 1 January 2027 | ||
| Amendments to IFRS 10 and IAS 28 | Sales or Contribution of between an Investor and its Associate or Joint Venture | Deferred until further notice |
The directors anticipate that the abovementioned new IFRS and amendments to IAS and IFRS will be adopted in the annual financial statements of the Company when they become effective.
The initial application of the above-mentioned new IFRS and amendments to IAS and IFRS are not expected to have any significant impacts on the financial statements of the Company except as disclosed below.
| 5 |
2. Basis of Presentation (Cont’d)
IFRS 18 Presentation and Disclosure in Financial Statements
IFRS 18 will replace IAS 1 Presentation of Financial Statements. It preserves the majority requirements of IAS 1 while introducing additional requirements. In addition, narrow-scope amendments have been made to IAS 7 Statement of Cash Flows and some requirements of IAS 1 have been moved to IAS 8 Basis of Preparation of Financial Statements.
IFRS 18 additional requirements are as follows:
| (i) | Statement of Profit or Loss and Other Comprehensive Income |
IFRS 18 introduces newly defined “operating profit or loss” and “profit or loss before financing and income tax” subtotal which are to be presented in the statement of profit or loss, while the net profit or loss remains unchanged. Statement of profit or loss to be presented in five categories: operating, investing, financing, income taxes and discontinued operations.
| (ii) | Statement of Cash Flows |
The standard modifies the starting point for calculating cash flows from operations using the indirect method, shifting from “profit or loss” to “operating profit or loss”. It also provides guidance on classification of interest and dividend in statement of cash flows.
| (iii) | New disclosures of expenses by nature |
Entities are required to present expenses in the operating category by nature, function or a mix of both. IFRS 18 includes guidance for entities to assess and determine which approach is most appropriate based on the facts and circumstances.
| (iv) | Management-defined Performance Measures (MPMs) |
The standard requires disclosure of explanations of the entity’s company-specific measures that are related to the statement of profit or loss, referred to MPMs. MPMs are required to be reconciled to the most similar specified subtotal in IFRS Accounting Standards.
| (v) | Enhanced Guidance on Aggregation and Disaggregation |
IFRS 18 provides enhanced guidance on grouping items based on shared characteristics and requires disaggregation when items have dissimilar characteristics or when such disaggregation is material.
The potential impact of the new standard on the financial statements of the Company has yet to be assessed.
| 6 |
3. Material Accounting Policy Information
Basis of accounting
The financial statements of the Company have been prepared under the historical cost unless otherwise indicated in the accounting policy information below.
Functional and presentation currency
These financial statements are presented in United Stated Dollar (“USD”), which is the Company’s functional currency. All financial information is presented in USD.
Financial instruments
Financial assets and financial liabilities are recognised in the Company’s statement of financial position when the Company becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.
Financial assets
All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.
All recognised financial assets are measured subsequently in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.
Classification of financial assets
Debt instruments that meet the following conditions are measured subsequently at amortised cost:
| ● | the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and | |
| ● | the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
Debt instruments that meet the following conditions are measured subsequently at fair value through other comprehensive income (“FVTOCI”):
| ● | the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling the financial assets; and | |
| ● | the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
By default, all other financial assets are measured subsequently at fair value through profit or loss (“FVTPL”).
| 7 |
3. Material Accounting Policy Information (Cont’d)
Despite the foregoing, the Company may make the following irrevocable election/designation at initial recognition of a financial asset:
| ● | the Company may irrevocably elect to present subsequent changes in fair value of an equity investment in other comprehensive income if certain criteria are met; and | |
| ● | the Company may irrevocably designate a debt instrument that meets the amortised cost or FVTOCI criteria as measured at FVTPL if doing so eliminates or significantly reduces an accounting mismatch (see (ii) below). |
| (i) | Amortised cost and effective interest method |
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period.
For financial assets other than purchased or originated credit-impaired financial assets (i.e. assets that are credit-impaired on initial recognition), the effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) excluding expected credit losses, through the expected life of the debt instrument, or, where appropriate, a shorter period, to the gross carrying amount of the debt instrument on initial recognition. For purchased or originated credit-impaired financial assets, a credit-adjusted effective interest rate is calculated by discounting the estimated future cash flows, including expected credit losses, to the amortised cost of the debt instrument on initial recognition.
The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. The gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any loss allowance.
Interest income is recognised using the effective interest method for debt instruments measured subsequently at amortised cost and at FVTOCI. For financial assets other than purchased or originated credit-impaired financial assets, interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for financial assets that have subsequently become credit-impaired (see below). For financial assets that have subsequently become credit-impaired, interest income is recognised by applying the effective interest rate to the amortised cost of the financial asset. If, in subsequent reporting periods, the credit risk on the credit-impaired financial instrument improves so that the financial asset is no longer credit-impaired, interest income is recognised by applying the effective interest rate to the gross carrying amount of the financial asset.
For purchased or originated credit-impaired financial assets, the Company recognises interest income by applying the credit-adjusted effective interest rate to the amortised cost of the financial asset from initial recognition. The calculation does not revert to the gross basis even if the credit risk of the financial asset subsequently improves so that the financial asset is no longer credit-impaired.
| (ii) | Financial assets at FVTPL |
Financial assets that do not meet the criteria for being measured at amortised cost or FVTOCI are measured at FVTPL. Specifically:
| ● | Investments in equity instruments are classified as at FVTPL, unless the Company designates an equity investment that is neither held for trading nor a contingent consideration arising from a business combination as at FVTOCI on initial recognition. | |
| ● | Financial assets that do not meet the amortised cost criteria or the FVTOCI criteria are classified as at FVTPL. In addition, debt instruments that meet either the amortised cost criteria or the FVTOCI criteria may be designated as at FVTPL upon initial recognition if such designation eliminates or significantly reduces a measurement or recognition inconsistency (so called “accounting mismatch”) that would arise from measuring assets or liabilities or recognising the gains and losses on them on different bases. The Company has designated investment in quoted unit trust and other investment as at FVTPL. |
| 8 |
3. Material Accounting Policy Information (Cont’d)
Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any fair value gains or losses recognised in profit or loss to the extent they are not part of a designated hedging relationship. The net gain or loss from other financial assets are recognised in profit or loss includes any dividend or interest earned on the financial asset and is included in the “other operating income” or “other operating expenses” line item.
Financial liabilities
All financial liabilities are measured subsequently at amortised cost using the effective interest method.
Financial liabilities measured subsequently at amortised cost
Financial liabilities that are not (i) contingent consideration of an acquirer in a business combination, (ii) held-for-trading, or (iii) designated as at FVTPL, are measured subsequently at amortised cost using the effective interest method.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortised cost of a financial liability.
Statement of cash flow
The Company adopt the indirect method in the preparation of the statement of cash flow.
For the purpose of the statement of cash flows, cash and cash equivalents are cash on hand.
4. Critical accounting judgements and key sources of estimation uncertainty
Directors have used estimates and assumptions in measuring the reported amounts of assets and liabilities at the end of the reporting period and the reported amounts of expenses during the reporting period. Judgements and assumptions are applied in the measurement, and hence, the actual results may not coincide with the report amounts.
| (a) | Critical judgements in applying the Company’s accounting policies |
In the process of applying the Company’s accounting policies, the directors are of the opinion that there are no instances of application of judgements which are expected to have a significant effect on the amounts recognised in the financial statements.
| (b) | Key sources of estimation uncertainty |
Directors believe that there are no key assumptions made concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next reporting period.
| 9 |
5. Share capital
| Number of ordinary shares | Amount | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Units | Units | USD | USD | |||||||||||||
| Issued and fully paid: | ||||||||||||||||
| Ordinary shares | 1 | 1 | 1 | 1 | ||||||||||||
6. Other payables and accrued expenses
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| USD | USD | |||||||
| Other payable | 8,533 | 4,303 | ||||||
| Accrued expense | 500 | 2,000 | ||||||
| 9,033 | 6,303 | |||||||
7. Loss before tax
Loss before tax for the financial period is arrived at after charging:
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| USD | USD | |||||||
| Auditors’ remuneration | 500 | 2,000 | ||||||
| Professional fee | 8,533 | - | ||||||
| Incorporation expenses | - | 4,303 | ||||||
8. Financial instrument
The following table analyses the financial assets and liabilities in the statement of financial position by the class of financial instruments to which they are assigned, and therefore by the measurement basis:
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| USD | USD | |||||||
| Financial assets | ||||||||
| At amortised cost | ||||||||
| Cash on hand | 1 | 1 | ||||||
| Financial liabilities | ||||||||
| At amortised cost | ||||||||
| Other payable and accrued expense | 9,033 | 6,303 | ||||||
| 10 |
8. Financial instrument (Cont’d)
Financial risk management objectives and policies
The Company is exposed to financial risk arising from its operations and the use of financial instruments. The key financial risk is liquidity risk.
The following sections provide details regarding the Company’s exposure to the above-mentioned financial risks and the objectives, policies and processes for the management of the risk.
Liquidity risk
Liquidity risk is the risk that the Company encounters difficulty in meeting its obligations due to shortage of funds. The Company’s exposure to liquidity risk arises primarily from other payables.
The Company’s funding requirements and liquidity risk are managed with the objective of meeting business obligations on a timely basis. The Company manages liquidity risk by maintaining adequate reserves and banking facilities by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.
All financial liabilities of the Company are assessed as current and correspondingly, no detailed maturity analysis is deemed necessary.
Fair values of financial instruments
The carrying amounts of short-term payable and cash and cash equivalents approximate their fair value due to the relatively short-term nature of these financial instruments and insignificant impact of discounting.
9. Capital management
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
The Company monitors capital on the basis of its business and operating requirements.
| 11 |
Exhibit 99.3
ALPS LIFE SCIENCES INC
Consolidated Statement of Financial Position as at 30 September 2025
(Unaudited)
As at September 30, 2025 | As at September 30, 2024 | |||||||||
| (Unaudited) | (Unaudited) | |||||||||
| Note | USD | USD | ||||||||
| ASSETS | ||||||||||
| Non-Current Assets | ||||||||||
| Property, plant and equipment | 5 | 2,268,861 | 2,783,326 | |||||||
| Right-of-use assets | 6 | 751,398 | 705,367 | |||||||
| Intangible assets | 7 | 679,785 | 935,826 | |||||||
| Other investments | 8 | 6,590,708 | - | |||||||
| Investment in associates | 9 | 23,730 | 1,762,570 | |||||||
| Total Non-Current Assets | 10,314,482 | 6,187,089 | ||||||||
| Current Assets | ||||||||||
| Inventories | 10 | 550,277 | 553,248 | |||||||
| Trade receivables | 11 | 572,775 | 341,356 | |||||||
| Other receivables, deposits and prepayments | 12 | 463,325 | 309,308 | |||||||
| Amount due from associates | 13 | 111 | - | |||||||
| Tax recoverable | 275,833 | 168,892 | ||||||||
| Cash and bank balances | 408,607 | 525,204 | ||||||||
| Total Current Assets | 2,270,928 | 1,898,008 | ||||||||
| Total Assets | 12,585,410 | 8,085,097 | ||||||||
| EQUITY AND LIABILITIES | ||||||||||
| Capital and Reserves | ||||||||||
| Share capital | 14 | 580 | 13,531,607 | |||||||
| Merger reserves/(deficit) | 15 | 10,463,980 | (3,067,047 | ) | ||||||
| Accumulated losses | (12,463,510 | ) | (9,822,608 | ) | ||||||
| Fair value reserve | 16 | 4,789,639 | - | |||||||
| Foreign translation reserve | 17 | (156,458 | ) | (107,363 | ) | |||||
| Equity Attributable to the Owners of the Company | 2,634,231 | 534,589 | ||||||||
| Non-controlling interests | (269,897 | ) | (207,280 | ) | ||||||
| Total Equity | 2,364,334 | 327,309 | ||||||||
| Non-Current Liabilities | ||||||||||
| Lease liabilities | 19 | 333,604 | 663,011 | |||||||
| Deferred tax liabilities | 20 | 24,367 | - | |||||||
| Total Non-Current Liabilities | 357,971 | 663,011 | ||||||||
| Current Liabilities | ||||||||||
| Trade payables | 21 | 415,995 | 470,553 | |||||||
| Other payables and accruals | 22 | 1,452,222 | 1,076,723 | |||||||
| Amount due to associates | 13 | 324,399 | 155,595 | |||||||
| Amount due to directors | 13 | 7,090,060 | 5,201,137 | |||||||
| Hire purchase liabilities | 18 | - | 3,098 | |||||||
| Lease liabilities | 19 | 445,627 | 145,435 | |||||||
| Tax liabilities | 134,802 | 42,236 | ||||||||
| Total Current Liabilities | 9,863,105 | 7,094,777 | ||||||||
| Total Liabilities | 10,221,076 | 7,757,788 | ||||||||
| Total Equity and Liabilities | 12,585,410 | 8,085,097 | ||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements
| 1 |
ALPS LIFE SCIENCES INC
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the Six Months ended 30 September 2025
(Unaudited)
Six months ended September 30, 2025 | Six months ended September 30, 2024 | |||||||||
| (Unaudited) | (Unaudited) | |||||||||
| Note | USD | USD | ||||||||
| Revenue | 23 | 2,199,845 | 1,829,681 | |||||||
| Cost of sales | (1,668,192 | ) | (905,382 | ) | ||||||
| Gross profit | 531,653 | 924,299 | ||||||||
| Other operating income | 2,732 | 20,468 | ||||||||
| Distribution expenses | (55,367 | ) | (174,794 | ) | ||||||
| Administrative expenses | (1,176,879 | ) | (1,486,992 | ) | ||||||
| Other operating expenses | (564,608 | ) | (507,856 | ) | ||||||
| Share of result of associates | 19,418 | 33,456 | ||||||||
| Loss from operations | (1,243,051 | ) | (1,191,419 | ) | ||||||
| Finance costs | 24 | (28,623 | ) | (17,141 | ) | |||||
| Loss before tax | 25 | (1,271,674 | ) | (1,208,560 | ) | |||||
| Income tax expense | 26 | (69,140 | ) | (53,471 | ) | |||||
| Loss for the financial period | (1,340,814 | ) | (1,262,031 | ) | ||||||
| Other comprehensive income, net of income tax | ||||||||||
| Foreign currency translation | 31,423 | 138,348 | ||||||||
| Unrealised gain from change in fair value of other investment | 4,789,639 | - | ||||||||
| Total comprehensive gain/(loss) for the financial period | 3,480,248 | (1,123,683 | ) | |||||||
| Loss for the financial period attributable to: | ||||||||||
| Owners of the Company | (1,298,273 | ) | (1,170,942 | ) | ||||||
| Non-controlling interests | (42,541 | ) | (91,089 | ) | ||||||
| (1,340,814 | ) | (1,262,031 | ) | |||||||
| Total comprehensive loss for the financial period attributable to: | ||||||||||
| Owners of the Company | 3,522,789 | (1,032,594 | ) | |||||||
| Non-controlling interests | (42,541 | ) | (91,089 | ) | ||||||
| 3,480,248 | (1,123,683 | ) | ||||||||
| Loss per ordinary share attributable to owners of the Company: | ||||||||||
| Basic/Diluted | (0.02 | ) | (0.02 | ) | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements
| 2 |
ALPS LIFE SCIENCES INC
Consolidated Statements of Changes in Equity
For the Six Months ended 30 September 2025
(Unaudited)
| Share capital | Share application money | Non-distributable reserve - Merger (deficit)/ reserves | Non-distributable reserve - Foreign translation reserve | Non-distributable reserve - Fair value reserve | Distributable reserve - Accumulated losses | Equity attributable to owners of the Company | Non-controlling interests | Total equity / (Capital deficiencies) | ||||||||||||||||||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||||||||||||||||||
| USD | USD | USD | USD | USD | USD | USD | USD | USD | ||||||||||||||||||||||||||||
| As at 1 April 2024 | 13,531,607 | - | (3,067,047 | ) | (245,711 | ) | - | (8,651,666 | ) | 1,567,183 | (116,191 | ) | 1,450,992 | |||||||||||||||||||||||
| Loss for the financial period | - | - | - | - | - | (1,170,942 | ) | (1,170,942 | ) | (91,089 | ) | (1,262,031 | ) | |||||||||||||||||||||||
| Other comprehensive income | - | - | - | 138,348 | - | - | 138,348 | - | 138,348 | |||||||||||||||||||||||||||
| Total comprehensive loss for the financial period | - | - | - | 138,348 | - | (1,170,942 | ) | (1,032,594 | ) | (91,089 | ) | (1,123,683 | ) | |||||||||||||||||||||||
| As at 30 September 2024 | 13,531,607 | - | (3,067,047 | ) | (107,363 | ) | - | (9,822,608 | ) | 534,589 | (207,280 | ) | 327,309 | |||||||||||||||||||||||
| As at 1 April 2025 | 580 | - | 10,463,980 | (187,881 | ) | - | (11,165,239 | ) | (888,560 | ) | (227,356 | ) | (1,115,916 | ) | ||||||||||||||||||||||
| Loss for the financial period | - | - | - | - | (1,298,273 | ) | (1,298,273 | ) | (42,541 | ) | (1,340,814 | ) | ||||||||||||||||||||||||
| Other comprehensive income | - | - | - | 31,423 | 4,789,639 | - | 4,821,062 | - | 4,821,062 | |||||||||||||||||||||||||||
| Total comprehensive loss for the financial period | - | - | - | 31,423 | 4,789,639 | (1,298,273 | ) | 3,522,789 | (42,541 | ) | 3,480,248 | |||||||||||||||||||||||||
| As at 30 September 2025 | 580 | - | 10,463,980 | (156,458 | ) | 4,789,639 | (12,463,510 | ) | 2,634,231 | (269,897 | ) | 2,364,334 | ||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements
| 3 |
ALPS LIFE SCIENCES INC
Consolidated Statement of Cash Flows
For the Six Months ended 30 September 2025
(Unaudited)
| Six months ended September 30, 2025 | Six months ended September 30, 2024 | ||||||
| (Unaudited) | (Unaudited) | |||||||
| USD | USD | |||||||
| CASH FLOWS USED IN OPERATING ACTIVITIES | ||||||||
| Loss before tax | (1,271,672 | ) | (1,208,560 | ) | ||||
| Adjustments for: | ||||||||
| Amortisation of intangible assets | 84,965 | 24,668 | ||||||
| Amortisation of right-of-use assets | 255,607 | 232,510 | ||||||
| Depreciation of property, plant and equipment | 245,603 | 250,522 | ||||||
| Interest expenses | 28,623 | 17,141 | ||||||
| Share of results of associates | (19,418 | ) | (33,455 | ) | ||||
| Operating loss before changes in working capital | (676,292 | ) | (717,174 | ) | ||||
| Changes in working capital: | ||||||||
| (Decrease)/Increase in: | ||||||||
| Inventories | 5,938 | (132,418 | ) | |||||
| Trade receivables | (527,247 | ) | (250,317 | ) | ||||
| Other receivables, deposits and prepayments | (168,310 | ) | (38,959 | ) | ||||
| Increase/(Decrease) in: | ||||||||
| Trade payables | 94,645 | 262,930 | ||||||
| Advance from customers | - | 151,781 | ||||||
| Other payables and accruals | 518,933 | (19,703 | ) | |||||
| Cash Used In Operations | (752,333 | ) | (743,860 | ) | ||||
| Tax paid | (23,848 | ) | 12,207 | |||||
| Net Cash Used In Operating Activities | (776,181 | ) | (731,653 | ) | ||||
| CASH FLOWS USED IN INVESTING ACTIVITIES | ||||||||
| Acquisition of associates | - | 2,404 | ||||||
| Advances to associates | (2,439 | ) | - | |||||
| Purchase of property, plant and equipment | (16,226 | ) | (72,659 | ) | ||||
| Net Cash Used In Investing Activities | (18,665 | ) | (70,255 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Advances from directors | 1,117,803 | 1,034,805 | ||||||
| Interest paid | (28,623 | ) | (17,141 | ) | ||||
| Repayment of hire purchase liabilities | - | (5,110 | ) | |||||
| Repayment of lease liabilities | (182,644 | ) | (154,424 | ) | ||||
| Net Cash From Financing Activities | 906,536 | 858,130 | ||||||
| NET INCREASE IN CASH AND CASH EQUIVALENTS | 111,690 | 56,222 | ||||||
| Effect of exchange differences | (22,015 | ) | 8,515 | |||||
| CASH AND CASH EQUIVALENTS AT BEGINNING OF THE FINANCIAL PERIOD | 318,932 | 460,467 | ||||||
| CASH AND CASH EQUIVALENTS AT END OF THE FINANCIAL PERIOD | 408,607 | 525,204 | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements
| 4 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2025
1. Corporate Information
Business Description
Alps Life Sciences Inc (the “Company”) is a private limited liability company incorporated and domiciled in Cayman Islands. The registered office of the Company is located at 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands.
The Company is principally engaged in the business of investment holding.
The subsidiaries are involving in the business of research and development (including stem cell) in all kinds of biotechnology related business, invest and manage business such as health and beauty centre, medical centre as well as acting as an investment holding company as disclosed in Note 31.
These unaudited consolidated financial statements comprise the results of the Group.
2. Basis of Presentation
Statement of Compliance
The financial statements of the Group have been prepared in accordance with International Accounting Standards (“IAS”) and International Financial Reporting Standard (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).
Adoption of amendments to IAS and IFRS
During the financial period, the Company adopted the following applicable amendments to IAS issued by IASB:
| Amendments to IAS 21 | Lack of Exchangeability |
The adoption of the amendment to standards did not have any significant impact on the financial statements of the Group.
New IFRS and amendments to IAS and IFRSs issued but not yet effective
The Company has not applied the following new IFRS and amendments to IAS and IFRS that have been issued by the IASB but are not yet effective for the Group.
| Effective
dates for financial periods beginning on or after | ||||
| Revised IFRS Practice Statement 1 | Management Commentary | 23 June 2025 | ||
| Amendments to IFRS 9 and IFRS 7 | Amendments to the Classification and Measurement of Financial Instruments | 1 January 2026 | ||
| Amendments to IFRS 9 and IFRS 7 | Contracts Referencing Nature-dependent Electricity | 1 January 2026 | ||
| Amendments to IFRS 10, IFRS 9, IFRS 1, IAS 7, IFRS 7 | Annual Improvements to IFRS Accounting Standards - Volume 11 | 1 January 2026 | ||
| IFRS 18 | Presentation and Disclosure in Financial Statements | 1 January 2027 | ||
| IFRS 19 | Subsidiaries without Public Accountability: Disclosures | 1 January 2027 | ||
| Amendments to IFRS 10 and IAS 28 | Sales or Contribution of between an Investor and its Associate or Joint Venture | Deferred until further notice |
The directors anticipate that the abovementioned new IFRS and amendments to IAS and IFRS will be adopted in the annual financial statements of the Group when they become effective.
The initial application of the above-mentioned new IFRS and amendments to IAS and IFRS are not expected to have any significant impacts on the financial statements of the Company except as disclosed below.
| 5 |
2. Basis of Presentation (Cont’d)
IFRS 18 Presentation and Disclosure in Financial Statements
IFRS 18 will replace IAS 1 Presentation of Financial Statements. It preserves the majority requirements of IAS 1 while introducing additional requirements. In addition, narrow-scope amendments have been made to IAS 7 Statement of Cash Flows and some requirements of IAS 1 have been moved to IAS 8 Basis of Preparation of Financial Statements.
IFRS 18 additional requirements are as follows:
| (i) | Statement of Profit or Loss and Other Comprehensive Income |
IFRS 18 introduces newly defined “operating profit or loss” and “profit or loss before financing and income tax” subtotal which are to be presented in the statement of profit or loss, while the net profit or loss remains unchanged. Statement of profit or loss to be presented in five categories: operating, investing, financing, income taxes and discontinued operations.
| (ii) | Statement of Cash Flows |
The standard modifies the starting point for calculating cash flows from operations using the indirect method, shifting from “profit or loss” to “operating profit or loss”. It also provides guidance on classification of interest and dividend in statement of cash flows.
| (iii) | New disclosures of expenses by nature |
Entities are required to present expenses in the operating category by nature, function or a mix of both. IFRS 18 includes guidance for entities to assess and determine which approach is most appropriate based on the facts and circumstances.
| (iv) | Management-defined Performance Measures (MPMs) |
The standard requires disclosure of explanations of the entity’s company-specific measures that are related to the statement of profit or loss, referred to MPMs. MPMs are required to be reconciled to the most similar specified subtotal in IFRS Accounting Standards.
| (v) | Enhanced Guidance on Aggregation and Disaggregation |
IFRS 18 provides enhanced guidance on grouping items based on shared characteristics and requires disaggregation when items have dissimilar characteristics or when such disaggregation is material.
The potential impact of the new standard on the financial statements of the Group has yet to be assessed.
3. Material Accounting Policy Information
Basis of accounting
The financial statements of the Group have been prepared under the historical cost unless otherwise indicated in the accounting policy information below.
Functional and presentation currency
The functional currency of the Group is Ringgit Malaysia (“RM”). The consolidated financial statements are presented in United States Dollar (“USD”), which is the presentation currency of the Group. All financial information is presented in USD.
| 6 |
3. Material Accounting Policy Information (Cont’d)
Basis of consolidation
The Group adopts the merger method of accounting for all its subsidiaries.
A business combination involving entities under common control is a business combination in which all the combining subsidiary companies are ultimately controlled by the same party and parties both before and after the business combination, and that control is not transitory. Under the merger method of accounting, the results of subsidiary companies are presented as if the business combination had been affected throughout the current and previous financial years. The assets and liabilities combine are accounted for based on the carrying amounts from the perspective of the common control shareholder at the date of transfer. On consolidation, the difference between the carrying value of the investment in subsidiary companies and the share capital of the Group’s subsidiary companies is taken to merger reserve.
Non-controlling interests
At the acquisition date, components of non-controlling interests of the Group are measured at the non-controlling interest’s proportionate share of the acquiree’s identifiable assets.
Investment in subsidiary companies
In the Group’s separate financial statements, investment in subsidiary companies is stated at cost less accumulated impairment losses.
Investment in associates
Investment in associates is accounted for in the consolidated financial statements of the Group using the equity method.
Revenue
Revenue is recognised at a point in time when they transfer control over a product or service to a customer and satisfy their performance obligation to a customer. Where applicable, rebates and discounts to customers are accounted as net of revenue according to contract. The revenue is recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur when the uncertainty associated with the variable consideration is subsequently resolved.
The Group recognises revenue from the following major sources:
| (a) | Cellular therapy |
Cellular therapy uses living cells to treat diseases by repairing damaged tissues, replacing lost cells, or boosting the body’s ability to fight illness.
Revenue is recognised at a point in time when the services have been rendered to the customers and coincide with the delivery of services and acceptance by customers.
| (b) | Medical testing, laboratory and aesthetics beauty services |
Medical testing, laboratory, and aesthetics beauty services cover a variety of procedures for health assessment and cosmetic enhancement.
Included in aesthetics beauty services are hair implant services, whereby, the revenue recognised are based on profit sharing basis as agreed with another counterparty.
| 7 |
3. Material Accounting Policy Information (Cont’d)
Principal versus agent
When another party is involved in providing services to a customer, the Group determines whether the nature of its promise is a performance obligation to provide the specified services itself (i.e. the Group is a principal) or to arrange for those services to be provided by the other party (i.e. the Group is an agent).
The Group is classified as a principal when it controls the specified service before it is transferred to the customer. This control implies that the Group is responsible for fulfilling the service and bears the associated risks and rewards. Conversely, the Group is an agent if its obligation is to arrange for the service to be provided by another party without controlling it before transfer. In this case, the Group recognises revenue as a fee or commission for facilitating the service.
For hair implant services, the Group exercises control over the delivery of the service before it reaches the customer. Consequently, the Group is deemed a principal for these services and recognises revenue based on the total amount charged to the customer.
Revenue is recognised at a point in time when the services have been rendered to the customers and coincide with the delivery of services and acceptance by customers.
| (c) | Consultation fee |
Consultation fee is the charge imposed by a doctor for providing medical advice, diagnosis, and treatment recommendations during a visit. This fee covers the time and expertise of the healthcare professional and may vary based on the complexity of the case and the doctor’s experience.
Revenue is recognised at a point in time when the services have been rendered to the customers and coincide with the delivery of services and acceptance by customers.
| (d) | Sale of medicine and healthcare product |
The sale of medicine and healthcare products involves distributing pharmaceuticals and wellness items to improve health, with strict regulations to ensure safety and effectiveness.
Revenue is recognised when the transfer of significant risk and rewards of ownership of the goods to the customer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably.
Leases
Lessee accounting
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are initially measured at cost less any accumulated amortisation and accumulated impairment losses, and adjusted for any remeasurement of the lease liabilities. Amortisation is computed on the straight-line basis over the lease period.
The lease liabilities are initially measured at the present value of the lease payments that are paid at commencement date, discounted using the interest rate implicit in the lease contract. If that rate cannot be readily determined, the Group uses its incremental borrowing rate.
The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low value assets. The Group recognises the lease payments associated with these leases as an operating expense on a straight-line basis over the lease term.
| 8 |
3. Material Accounting Policy Information (Cont’d)
Property, plant and equipment
Property, plant and equipment are measured at cost less any accumulated depreciation and accumulated impairment losses.
Property, plant and equipment are depreciated on straight-line basis over the estimated useful lives of the assets, at the following annual rates:
| Furniture and fittings | 10% - 20 | % | ||
| Office equipment | 10% - 20 | % | ||
| Medical equipment | 20 | % | ||
| Computer equipment | 10% - 20 | % | ||
| Renovation | 10% - 20 | % | ||
| Laboratory | 10 | % | ||
| Air conditioner | 10% - 20 | % | ||
| Mobile device | 10% - 20 | % | ||
| Laboratory equipment | 10% - 20 | % | ||
| Plant and machinery | 10 | % | ||
| Computer and ICT | 10% - 20 | % | ||
| Signboard | 20 | % | ||
| Motor vehicles | 20 | % |
Inventories
Inventories are stated at lower of cost or net realisable value. Cost of inventories comprises the original cost of purchase plus incidental costs incurred in bringing the inventories to their present location, and accounted for on a first-in, first-out basis.
Financial instruments
Financial assets and financial liabilities are recognised in the Group’s statements of financial position when the Group becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.
Financial assets
All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.
All recognised financial assets are measured subsequently in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.
| 9 |
3. Material Accounting Policy Information (Cont’d)
Classification of financial assets
Debt instruments that meet the following conditions are measured subsequently at amortised cost:
| ● | the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and | |
| ● | the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
Debt instruments that meet the following conditions are measured subsequently at fair value through other comprehensive income (“FVTOCI”):
| ● | the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling the financial assets; and | |
| ● | the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
By default, all other financial assets are measured subsequently at fair value through profit or loss (“FVTPL”).
Despite the foregoing, the Group may make the following irrevocable election/designation at initial recognition of a financial asset:
| ● | the Group may irrevocably elect to present subsequent changes in fair value of an equity investment in other comprehensive income if certain criteria are met; and | |
| ● | the Group may irrevocably designate a debt instrument that meets the amortised cost or FVTOCI criteria as measured at FVTPL if doing so eliminates or significantly reduces an accounting mismatch (see (ii) below). |
| (i) | Amortised cost and effective interest method |
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period.
For financial assets other than purchased or originated credit-impaired financial assets (i.e. assets that are credit-impaired on initial recognition), the effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) excluding expected credit losses, through the expected life of the debt instrument, or, where appropriate, a shorter period, to the gross carrying amount of the debt instrument on initial recognition. For purchased or originated credit-impaired financial assets, a credit-adjusted effective interest rate is calculated by discounting the estimated future cash flows, including expected credit losses, to the amortised cost of the debt instrument on initial recognition.
The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. The gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any loss allowance.
Interest income is recognised using the effective interest method for debt instruments measured subsequently at amortised cost and at FVTOCI. For financial assets other than purchased or originated credit-impaired financial assets, interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for financial assets that have subsequently become credit-impaired (see below). For financial assets that have subsequently become credit-impaired, interest income is recognised by applying the effective interest rate to the amortised cost of the financial asset. If, in subsequent reporting periods, the credit risk on the credit-impaired financial instrument improves so that the financial asset is no longer credit-impaired, interest income is recognised by applying the effective interest rate to the gross carrying amount of the financial asset.
| 10 |
3. Material Accounting Policy Information (Cont’d)
For purchased or originated credit-impaired financial assets, the Group recognises interest income by applying the credit-adjusted effective interest rate to the amortised cost of the financial asset from initial recognition. The calculation does not revert to the gross basis even if the credit risk of the financial asset subsequently improves so that the financial asset is no longer credit-impaired.
| (ii) | Financial assets at FVTPL |
Financial assets that do not meet the criteria for being measured at amortised cost or FVTOCI are measured at FVTPL. Specifically:
| ● | Investments in equity instruments are classified as at FVTPL, unless the Group designates an equity investment that is neither held for trading nor a contingent consideration arising from a business combination as at FVTOCI on initial recognition. | |
| ● | Financial assets that do not meet the amortised cost criteria or the FVTOCI criteria are classified as at FVTPL. In addition, debt instruments that meet either the amortised cost criteria or the FVTOCI criteria may be designated as at FVTPL upon initial recognition if such designation eliminates or significantly reduces a measurement or recognition inconsistency (so called “accounting mismatch”) that would arise from measuring assets or liabilities or recognising the gains and losses on them on different bases. The Group has designated investment in quoted unit trust and other investment as at FVTPL. |
Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any fair value gains or losses recognised in profit or loss to the extent they are not part of a designated hedging relationship. The net gain or loss from other financial assets are recognised in profit or loss includes any dividend or interest earned on the financial asset and is included in the “other operating income” or “other operating expenses” line item.
| (iii) | Financial assets at FVTOCI |
On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in fair value in OCI on an investment-by-investment basis. Financial assets categorized as FCVOCI are subsequently measured at fair value, with unrealized gains and losses recognized directly in OCI and accumulated under fair value reserve in equity. The Group has designated investment in quoted shares as at FVTOCI.
Financial liabilities
All financial liabilities are measured subsequently at amortised cost using the effective interest method.
Financial liabilities measured subsequently at amortised cost
Financial liabilities that are not (i) contingent consideration of an acquirer in a business combination, (ii) held-for-trading, or (iii) designated as at FVTPL, are measured subsequently at amortised cost using the effective interest method.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortised cost of a financial liability.
| 11 |
3. Material Accounting Policy Information (Cont’d)
Impairment of financial assets
The Group recognises a loss allowance for expected credit losses (“ECL”) on trade receivables, other receivables and deposits, amount owing due associates as well as cash and bank balances. The amount of ECL is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.
The Group recognises lifetime ECL for trade receivables. The Group considers past loss experience, timing of billing and observable data such as current changes and future forecasts in economic conditions to estimate the amount of expected impairment loss. The methodology and assumptions including any forecasts of future economic conditions are reviewed regularly.
For all other financial instruments, the Group recognises lifetime ECL when there has been a significant increase in credit risk since initial recognition. However, if the credit risk on the financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECL.
Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.
Reversal of impairment loss to profit or loss, if any, is restricted to not exceeding what the amortised cost would have been had the impairment not been recognised previously.
Significant increase in credit risk
In assessing whether the credit risk on a financial asset has increased significantly since initial recognition, the Group compare the risk of a default occurring on the financial instrument at the reporting date with the risk of a default occurring on the financial instrument at the date of initial recognition. In making this assessment, the Group consider both quantitative and qualitative information that is reasonable and supportable, including historical experience and forward-looking information such as financial evaluation of the creditworthiness of the debtors, ageing of receivables, defaults and past due amounts, past experience with the debtors, current conditions and reasonable forecast of future economic conditions.
The Group presume that the credit risk on a financial asset has increased significantly since initial recognition when contractual payments are more than 365 days past due, unless the Group have reasonable and supportable information that demonstrates otherwise.
Probability of default
The Group consider the information developed internally or obtained from external sources indicates that the debtor is unlikely to pay its creditors, including the Group, in full, as constituting an event of default for internal credit risk management purposes as historical experience indicates that financial assets are generally not recoverable.
The Group consider that default has occurred when a financial asset is more than 365 days past due unless the Group have reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate.
| 12 |
3. Material Accounting Policy Information (Cont’d)
Write-off policy
The Group write off a financial asset when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, with case-by-case assessment performed based on indicators such as insolvency or demise. Financial assets written off may still be subject to enforcement activities under the Group’s recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognised in profit or loss as bad debts recovered.
Measurement and recognition of expected credit losses
The measurement of expected credit losses is a function of the probability of default, loss given default (i.e. the magnitude of the loss if there is a default) and the exposure at default. The assessment of the probability of default and loss given default is based on historical data adjusted by forward-looking information as described above. As for the exposure at default, for financial assets, this is represented by the assets’ gross carrying amount at the reporting date.
For financial assets, the expected credit loss is estimated as the difference between all contractual cash flows that are due to the Group in accordance with the contract and all the cash flows that the Group expect to receive, discounted at the original effective interest rate.
If the Group have measured the loss allowance for a financial instrument at an amount equal to lifetime ECL in the previous reporting period, but determine at the current reporting date that the conditions for lifetime ECL are no longer met, the Group measure the loss allowance at an amount equal to 12-month ECL at the current reporting date, except for assets for which the simplified approach was used.
The Group recognise an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.
Segments reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker is responsible for allocating resources and assessing performance of the operating segments and make overall strategic decisions. The Group’s operating segments are organised and managed separately according to the nature of the products and services provided, with each segment representing a strategic business unit that offers different products and serves different markets.
Intangible assets
The Group’s intangible assets comprise trademark, patent, and technical know-how related to Stem Cell Cultivation. These intangible assets were acquired and initially recognised at their respective purchase costs, in accordance with IFRS 38. The Group amortises the intangible assets over their estimated useful lives on a systematic basis, reflecting the pattern in which the economic benefits are expected to be consumed. The Group also assesses the intangible assets for impairment annually, or whenever there are indicators that the carrying amounts may not be recoverable.
Trademark
Trademark costs are capitalised as intangible assets when they meet the recognition criteria under IFRS 138. The trademark supports the branding and marketing of the Company’s stem cell products, contributing to future economic benefits through product recognition and market positioning. Management assesses the assets for impairment indicators annually or when events suggest the carrying amount may not be recoverable.
| 13 |
3. Material Accounting Policy Information (Cont’d)
Patent
Patent expenditures are recognised as intangible assets when it is demonstrable that the patent will generate probable future economic benefits, either through product protection, commercialisation, or licensing. The risk of impairment is considered in relation to changes in technology, regulatory environment, or market demand, with impairment reviews performed when such indicators arise.
Technical Know-How Stem Cell Cultivation
Technical know-how related to the stem cell cultivation process is capitalised when development expenditures meet the recognition requirements under MFRS 138, including technical feasibility and reliable measurement. The know-how provides economic benefits through improved production efficiency and proprietary processes. Due to the evolving nature of biotechnology, there is an inherent risk of impairment, which is assessed regularly based on commercial viability and continued relevance of the processes.
Statement of cash flow
The Group adopts the indirect method in the preparation of the statements of cash flow.
For the purpose of the statements of cash flows, cash and cash equivalents are cash and bank balances.
4. Critical accounting judgements and key sources of estimation uncertainty
Directors have used estimates and assumptions in measuring the reported amounts of assets and liabilities at the end of the reporting period and the reported amounts of expenses during the reporting period. Judgements and assumptions are applied in the measurement, and hence, the actual results may not coincide with the report amounts.
| (a) | Critical judgements in applying the Group’s accounting policies |
In the process of applying the Group’s accounting policies, the directors are of the opinion that there are no instances of application of judgements which are expected to have a significant effect on the amounts recognised in the financial statements.
| (b) | Key sources of estimation uncertainty |
Directors believe that there are no key assumptions made concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next reporting period, except for:
Useful lives of property, plant and equipment and amortisation of right-of-use (“ROU”) assets
The Group regularly reviews the estimated useful lives of property, plant and equipment and ROU assets based on factors such as business plan and strategies, expected level of usage and future technological developments. Future results of operations could be materially affected by changes in these estimates brought about by changes in the factors mentioned above. A reduction in the estimated useful lives of property, plant and equipment and ROU assets would increase the recorded depreciation or amortisation and decrease the value of property, plant and equipment and ROU assets. The carrying amount at the reporting date for property, plant and equipment and ROU asset are disclosed in Note 5 and 6 respectively.
Impairment of financial assets
The impairment provisions for trade receivables are based on assumptions about risk of default and expected loss rate. The Group uses judgement in making these assumptions and selecting inputs to the impairment calculation, based on the Group’s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.
| 14 |
4. Critical accounting judgements and key sources of estimation uncertainty (Cont’d)
The Group uses a provision matrix to calculate expected credit losses for trade receivables. The provision rates are depending on the number of days that a trade receivable is past due. The Group uses the grouping according to the customer segments that have similar loss patterns.
The provision matrix is initially based on the Group’s historical observed default rates. The Group will calibrate the matrix to adjust the historical credit loss experience with forward-looking information. At the end of each reporting period, the historical observed default rates are updated and changes in the forward-looking estimates are analysed.
The assessment of the correlation between historical observed default rates, forward-looking estimates and expected credit losses is a significant estimate. The amount of expected credit losses is sensitive to changes in circumstances and of forecast economic conditions over the expected lives of the financial assets. The Group’s historical credit loss experience and forecast of economic conditions may also not be representative of customer’s actual default in the future.
5. Property, plant and equipment
| Furniture and fittings | Office equipment | Medical equipment | Computer equipment | Renovation | Laboratory | Air conditioner | Mobile device | Laboratory equipment | Plant and machinery | Computer and ICT | Signboard | Motor vehicles | Total | |||||||||||||||||||||||||||||||||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||||||||||||||||||||||||||||||||
| USD | USD | USD | USD | USD | USD | USD | USD | USD | USD | USD | USD | USD | USD | |||||||||||||||||||||||||||||||||||||||||||
| Cost | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| As at 1 April 2024 | 70,263 | 89,925 | 22,208 | 187,568 | 612,090 | 2,146,949 | 1,121 | 1,132 | 767,253 | 289,977 | 12,932 | 43,922 | 251,750 | 4,497,090 | ||||||||||||||||||||||||||||||||||||||||||
| Additions | 1,475 | 7,445 | - | 4,645 | - | - | 2,778 | - | 31,295 | 23,352 | 1,669 | - | - | 72,659 | ||||||||||||||||||||||||||||||||||||||||||
| Exchange difference | 10,338 | 13,232 | 3,268 | 27,598 | 90,062 | 315,897 | 165 | 166 | 104,886 | 42,667 | 1,903 | 6,462 | 37,042 | 653,686 | ||||||||||||||||||||||||||||||||||||||||||
| As at 30 September 2024 | 82,076 | 110,602 | 25,476 | 219,811 | 702,152 | 2,462,846 | 4,064 | 1,298 | 903,434 | 355,996 | 16,504 | 50,384 | 288,792 | 5,223,435 | ||||||||||||||||||||||||||||||||||||||||||
| As at 1 April 2025 | 76,963 | 102,866 | 23,694 | 208,656 | 653,039 | 2,290,580 | 3,779 | 1,207 | 854,569 | 335,399 | 16,771 | 46,860 | 268,592 | 4,882,975 | ||||||||||||||||||||||||||||||||||||||||||
| Additions | - | - | - | 4,702 | - | - | 553 | - | 8,306 | 2,666 | - | - | - | 16,227 | ||||||||||||||||||||||||||||||||||||||||||
| Exchange difference | 4,082 | (62,856 | ) | 1,257 | 40,691 | 34,640 | 156,634 | 39,025 | 64 | 224,851 | (193,451 | ) | (2,242 | ) | 2,485 | 14,247 | 259,427 | |||||||||||||||||||||||||||||||||||||||
| As at 30 September 2025 | 81,045 | 40,010 | 24,951 | 254,049 | 687,679 | 2,447,214 | 43,357 | 1,271 | 1,087,726 | 144,614 | 14,529 | 49,345 | 282,839 | 5,158,629 | ||||||||||||||||||||||||||||||||||||||||||
| Accumulated depreciation | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| As at 1 April 2024 | 43,952 | 56,547 | 6,904 | 73,143 | 335,735 | 631,811 | 648 | 699 | 343,502 | 152,292 | 2,645 | 5,601 | 251,750 | 1,905,229 | ||||||||||||||||||||||||||||||||||||||||||
| Charge for the financial period | 3,902 | 4,365 | 2,489 | 10,111 | 32,921 | 120,311 | 99 | 36 | 53,735 | 16,863 | 761 | 4,929 | - | 250,522 | ||||||||||||||||||||||||||||||||||||||||||
| Exchange difference | 6,558 | 8,423 | 1,075 | 11,000 | 50,173 | 96,931 | 98 | 104 | 48,802 | 22,805 | 407 | 941 | 37,041 | 284,358 | ||||||||||||||||||||||||||||||||||||||||||
| As at 30 September 2024 | 54,412 | 69,335 | 10,468 | 94,254 | 418,829 | 849,053 | 845 | 839 | 446,039 | 191,960 | 3,813 | 11,471 | 288,791 | 2,440,109 | ||||||||||||||||||||||||||||||||||||||||||
| As at 1 April 2025 | 54,293 | 68,715 | 12,104 | 98,250 | 417,908 | 903,137 | 983 | 828 | 465,313 | 195,185 | 4,379 | 15,263 | 268,592 | 2,504,950 | ||||||||||||||||||||||||||||||||||||||||||
| Charge for the financial period | 3,221 | 1,063 | 2,310 | 12,134 | 30,022 | 117,567 | 2,099 | 42 | 64,811 | 6,656 | 861 | 4,817 | - | 245,603 | ||||||||||||||||||||||||||||||||||||||||||
| Exchange difference | 2,962 | (40,137 | ) | 702 | 20,919 | 22,942 | 50,943 | 28,291 | 44 | 122,042 | (84,931 | ) | 255 | 934 | 14,247 | 139,214 | ||||||||||||||||||||||||||||||||||||||||
| As at 30 September 2025 | 60,476 | 29,641 | 15,116 | 131,303 | 470,872 | 1,071,647 | 31,373 | 914 | 652,166 | 116,910 | 5,495 | 21,014 | 282,839 | 2,889,768 | ||||||||||||||||||||||||||||||||||||||||||
| Carrying amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| As at 30 September 2025 | 20,569 | 10,369 | 9,834 | 122,746 | 216,807 | 1,375,567 | 11,985 | 357 | 435,560 | 27,704 | 9,034 | 28,329 | - | 2,268,861 | ||||||||||||||||||||||||||||||||||||||||||
| As at 30 September 2024 | 27,664 | 41,267 | 15,008 | 125,557 | 283,323 | 1,613,793 | 3,219 | 459 | 457,395 | 164,036 | 12,691 | 38,913 | 1 | 2,783,326 | ||||||||||||||||||||||||||||||||||||||||||
Included in the property, plant and equipment of the Group in the previous financial period was motor vehicles under hire purchase with net book value of USD Nil. These motor vehicles had been charged to local licensed banks for hire purchase as disclosed in Note 18.
| 15 |
6. Right-of-use assets
Information about leases for which the Group is lessees are presented below:
| Office premises | ||||
| (Unaudited) | ||||
| USD | ||||
| Cost | ||||
| As at 1 April 2024 | 1,396,730 | |||
| Additions | 393,556 | |||
| Derecognition arising from lease termination | (287,750 | ) | ||
| Exchange difference | 160,005 | |||
| As at 30 September 2024 | 1,662,541 | |||
| As at 1 April 2025 | 2,151,802 | |||
| Exchange difference | 237,656 | |||
| As at 30 September 2025 | 2,389,458 | |||
| Accumulated amortisation | ||||
| As at 1 April 2024 | 916,607 | |||
| Charge for the financial year | 232,510 | |||
| Derecognition arising from lease termination | (287,750 | ) | ||
| Exchange difference | 95,807 | |||
| As at 30 September 2024 | 957,174 | |||
| As at 1 April 2025 | 1,211,647 | |||
| Charge for the financial period | 1,103,581 | |||
| Exchange difference | (677,168 | ) | ||
| As at 30 September 2025 | 1,638,060 | |||
| Carrying amount | ||||
| As at 30 September 2025 | 751,398 | |||
| As at 30 September 2024 | 705,367 | |||
The Group leases office premises, some of which include options to extend or terminate the leases. Management has assessed these options on a lease-by-lease basis and has excluded extension periods and early termination clauses from the lease term where it is not reasonably certain that the respective options will be exercised. Accordingly, the related lease liabilities and right-of-use assets have been measured based on the lease term excluding such optional periods.
| 16 |
7. Intangible assets
| Trademark | Patent | Technical know-how of stem cells cultivation | Total | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| USD | USD | USD | USD | |||||||||||||
| Cost | ||||||||||||||||
| As at 1 April 2024 | 7,443 | 969,547 | 211,484 | 1,188,474 | ||||||||||||
| Additions | - | - | - | - | ||||||||||||
| Exchange difference | 731 | 142,656 | 31,117 | 174,504 | ||||||||||||
| As at 30 September 2024 | 8,174 | 1,112,203 | 242,601 | 1,362,978 | ||||||||||||
| As at 1 April 2025 | 7,941 | 1,034,410 | 225,632 | 1,267,983 | ||||||||||||
| Additions | 760,743 | 760,743 | ||||||||||||||
| Exchange difference | 421 | (705,875 | ) | 11,968 | (693,486 | ) | ||||||||||
| As at 30 September 2025 | 8,362 | 1,089,278 | 237,600 | 1,335,240 | ||||||||||||
| Accumulated amortisation | ||||||||||||||||
| As at 1 April 2024 | 7,221 | 131,966 | 211,484 | 350,671 | ||||||||||||
| Charge for the financial period | 18 | 24,650 | - | 24,668 | ||||||||||||
| Exchange difference | 699 | 19,997 | 31,117 | 51,813 | ||||||||||||
| As at 30 September 2024 | 7,938 | 176,613 | 242,601 | 427,152 | ||||||||||||
| As at 1 April 2025 | 7,738 | 306,300 | 225,632 | 539,670 | ||||||||||||
| Charge for the financial period | - | |||||||||||||||
| Exchange difference | 428 | 103,389 | 11,968 | 115,785 | ||||||||||||
| As at 30 September 2025 | 8,166 | 409,689 | 237,600 | 655,455 | ||||||||||||
| Carrying amount | ||||||||||||||||
| As at 30 September 2025 | 196 | 679,589 | - | 679,785 | ||||||||||||
| As at 30 September 2024 | 236 | 935,590 | - | 935,826 | ||||||||||||
The amortisation of the intangible assets of the Group is included in “other operating expenses” in the consolidated statements of profit or loss and other comprehensive income of the Group and the amortisation rate used is on a straight line basis based on the estimated useful lives of the intangible assets, at the following rates:
| Trademark | 10.00 years | |
| Patent | 6.25 years | |
| Technical know-how of stem cells cultivation | 5.00 years |
| 17 |
8. Other investments
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| USD | USD | |||||||
| Unquoted shares, at cost | ||||||||
| At cost | - | 2,722 | ||||||
| Less: Accumulated Impairment Loss | - | (2,702 | ) | |||||
| Exchange Differences | - | (20 | ) | |||||
| - | - | |||||||
| Quoted shares, | ||||||||
| At cost, reclassification from investment in associates (Note 9) | 1,492,916 | - | ||||||
| Add: Fair Value Through Other Comprehensive Income | 4,789,639 | - | ||||||
| Exchange Differences | 308,153 | - | ||||||
| 6,590,708 | - | |||||||
| As at 30 September | 6,590,708 | - | ||||||
Investment in quoted shares of the Group is measured at fair value through other comprehensive income (FVTOCI). Investment in unquoted shares of the Group is measured at fair value through profit or loss (FVTPL).
| 18 |
9. Investment in associates
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| USD | USD | |||||||
| Unquoted shares - at cost | ||||||||
| As at 1 April | 1,493,850 | 1,721,098 | ||||||
| Reclassification to other investment (Note 8) | (1,492,916 | ) | - | |||||
| As at 30 September | 934 | 1,721,098 | ||||||
| Less: Accumulated impairment loss | ||||||||
| As at 1 April | (257 | ) | (270 | ) | ||||
| Addition during the financial period | - | - | ||||||
| As at 30 September | (257 | ) | (270 | ) | ||||
| 677 | 1,720,828 | |||||||
| Share of post-acquisition reserve | ||||||||
| As at 1 April | 13,911 | 7,327 | ||||||
| Share of profit during the financial period | 19,418 | 33,456 | ||||||
| As at 30 September | 33,329 | 40,783 | ||||||
| 1,516,162 | 1,761,611 | |||||||
| Exchange differences | (10,276 | ) | 959 | |||||
| 23,730 | 1,762,570 | |||||||
The details of associates are as follows:
| Place of | Effective equity interest | |||||||||||
| Name of Company | incorporation | 2025 | 2024 | Principal activities | ||||||||
| % | % | |||||||||||
| Vax Biotech Sdn. Bhd. (“Vax Biotech”) | Malaysia | 30 | % | 30 | % | Manufacture of medicaments | ||||||
| Alps Globemedics Sdn. Bhd. (“Alps Globemedics”) | Malaysia | 30 | % | 30 | % | Marketing of health and beauty product and services | ||||||
| Cilo Cybin Holdings Limited (“Cilo Cybin”) | South Africa | 9,98 | % | 40.5 | % | Investment in biotech, biohacking and pharmaceutical businesses | ||||||
During the financial period, Cilo Cybin completed its acquisition of Cilo Cybin Pharmaceutical, which resulted in the enlargement of Cilo Cybin’s issued share capital post-acquisition, thereby reducing Alps Group’s shareholding to approximately 9.98% of the total issued capital of the combined post-acquisition entity. The investment in Cilo Cybin was reclassified from investment in associates to other investment.
| 19 |
9. Investment in associates (Cont’d)
Investment in Vax Biotech
Summarised financial information of Vax Biotech is set out below. The summarised financial information represents the amount in the financial statements of the associate and not the Group’s share of those amounts.
| Vax Biotech Sdn Bhd | 2025 | 2024 | ||||||
| (Unaudited) | (Unaudited) | |||||||
| USD | USD | |||||||
| Statement of financial position | ||||||||
| Current assets, representing total assets | 1,103 | 313 | ||||||
| Current liabilities, representing total liabilities | (6,330 | ) | (3,856 | ) | ||||
| Net liabilities of the associate | (5,227 | ) | (3,543 | ) | ||||
| Statement of comprehensive income | ||||||||
| Expenses for the financial period | (417 | ) | (1,155 | ) | ||||
| Loss for the financial period | (417 | ) | (1,155 | ) | ||||
| Share of loss of the associate | - | - | ||||||
Reconciliation of the above summarised financial information to the carrying amount of the interest in associate recognised in the consolidated financial statements:
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| USD | USD | |||||||
| Proportion of net liabilities of the associate | (1,568 | ) | (1,063 | ) | ||||
| Carrying amount of the Group’s interest in associate | (1,568 | ) | (1,063 | ) | ||||
Investment in Alps Globemedics
Summarised financial information of Alps Globemedics is set out below. The summarised financial information represents the amount in the financial statements of the associate and not the Group’s share of those amounts.
| Alps Globemedic Sdn Bhd | 2025 | 2024 | ||||||
| (Unaudited) | (Unaudited) | |||||||
| USD | USD | |||||||
| Statement of financial position | ||||||||
| Non-current assets | 3,432 | 4,084 | ||||||
| Current assets | 185,609 | 62,004 | ||||||
| Total assets | 189,041 | 66,088 | ||||||
| Non-current liabilities | - | (871 | ) | |||||
| Current liabilities | (109,977 | ) | (16,931 | ) | ||||
| Total liabilities | (109,977 | ) | (17,802 | ) | ||||
| Net assets of the associate | 79,064 | 48,286 | ||||||
| Statement of comprehensive income | ||||||||
| Revenue for the financial year | 201,105 | 142,809 | ||||||
| Profit after taxation for the financial period | 52,901 | 34,026 | ||||||
| Share of profit of the associate | 15,870 | 13,199 | ||||||
Reconciliation of the above summarised financial information to the carrying amount of the interest in associate recognised in the consolidated financial statements:
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| USD | USD | |||||||
| Proportion of net assets of the associate | 22,934 | 14,486 | ||||||
| Carrying amount of the Group’s interest in associate | 22,934 | 14,486 | ||||||
| 20 |
10. Inventories
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| USD | USD | |||||||
| At cost: | ||||||||
| Trading | ||||||||
| Beauty and healthcare product | 244,539 | 346,634 | ||||||
| Consumables | ||||||||
| Beauty and healthcare product | 271,441 | 206,614 | ||||||
| Work-in-progress | ||||||||
| Stem cells | 34,297 | - | ||||||
| 550,277 | 553,248 | |||||||
The cost of inventories recognised by the Group as an expense during the financial year is USD568,620 (2024: USD252,992).
11. Trade receivables
The credit period granted to customers ranges from 30 to 60 days (2024: 30 to 60 days).
The Group applies a simplified approach in calculating loss allowances for trade receivable at an amount equal to lifetime ECL.
The Group does not hold any collateral or other credit enhancements over trade receivable balances.
The aged analysis of trade receivables at the end of the reporting period:
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| USD | USD | |||||||
| Neither past due nor impair | 107,815 | 41,067 | ||||||
| Past due but not impair: | ||||||||
| 1 to 30 days | 53,595 | 21,818 | ||||||
| 31 to 60 days | 100,649 | 86,960 | ||||||
| More than 60 days | 310,716 | 191,511 | ||||||
| 572,775 | 341,356 | |||||||
Receivables that are neither past due nor impaired
Trade receivables that are neither past due nor impaired are creditworthy receivables with good payment records with the Group.
Receivables that are past due but not impaired
Trade receivables that were past due but not impaired relate to customers that have a good track record with the Group. Based on past experience and no adverse information to date, the directors of the Group are of the opinion that no provision for impairment is necessary in respect of these balances as there has not been a significant change in the credit quality and the balances are still considered recoverable.
| 21 |
12. Other receivables, deposits and prepayments
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| USD | USD | |||||||
| Other receivables | 225,357 | 54,662 | ||||||
| Deposits | 234,645 | 235,735 | ||||||
| Prepayments | 3,323 | 18,911 | ||||||
| 463,325 | 309,308 | |||||||
13. Related party transactions
| (a) | Identify related parties |
For the purposes of the consolidated financial statements, parties are considered to be related to the Group if the Group has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group and the party are subject to common control. Related parties may be individuals or other entities.
Related parties also include key management personnel. Key management personnel are defined as those persons having authority and responsibility for planning, directing and controlling the activities of the Group either directly or indirectly. The key management personnel of the Group include directors of the Group.
| (b) | Significant related party transactions and balances |
Amount due from associates represent non-trade balances which are unsecured, interest free and receivable on demand.
Amount due to associates represent non-trade balances which are unsecured, interest free and repayable on demand.
Amount due to directors represent non-trade advances, interest free and repayable on demand.
Related party transactions have been entered in the normal course of business under negotiated terms. In addition to the related party balances disclosed elsewhere in the consolidated financial statements, the related party transactions of the Group are as follows:
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| USD | USD | |||||||
| Associates: | ||||||||
| Alps Globemedics | ||||||||
| Agent commission | 39,392 | 142,809 | ||||||
| Management fee income | 6,948 | 7,111 | ||||||
| (c) | Compensation of key management personnel |
The remuneration of key management personnel during the financial year are as follows:
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| USD | USD | |||||||
| Fee | 22,137 | 50,201 | ||||||
| Salaries and other emoluments | 110,018 | 80,690 | ||||||
| Defined contribution plans | 10,599 | 10,625 | ||||||
| 142,754 | 141,516 | |||||||
| 22 |
14. Share capital
| Number of ordinary shares | Amount | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Units | Units | USD | USD | |||||||||||||
| Issued and fully paid: | ||||||||||||||||
| Ordinary shares | ||||||||||||||||
| As at 1 April/30 September | 58,041,998 | 58,041,998 | 13,531,607 | 13,531,607 | ||||||||||||
15. Merger reserves/(deficit)
The merger reserves/(deficit) represent the difference between the carrying value of the investment in subsidiaries and the share capital of the Company’s subsidiaries upon consolidation under the merger accounting principle.
16. Fair value through other comprehensive income (FVTOCI)
The fair value reserve is used to record unrealized exchange gain or loss arising from the changes in fair value of quoted equity investments not held for trading purpose.
17. Foreign translation reserve
The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements from functional currency to presentation currency.
18. Hire purchase liabilities
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| USD | USD | |||||||
| Total outstanding | - | 3,139.00 | ||||||
| Less: Interest-in-suspense | - | (41.00 | ) | |||||
| Principal outstanding | - | 3,098.00 | ||||||
| Less: Amount due within 12 months (shown under current liabilities) | - | (3,098.00 | ) | |||||
In the previous financial year, the interest rates implicit in these hire-purchase obligations at 4.55% per annum. The hire purchase payables were secured by a charge over the property, plant and equipment under hire-purchase as disclosed in Note 5.
| 23 |
19. Lease liabilities
The maturity analysis of the lease liabilities are as follows:
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| USD | USD | |||||||
| Minimum lease payments: | ||||||||
| Less than one year | 263,028 | 147,961 | ||||||
| Later than one year but not later than five years | 563,986 | 677,714 | ||||||
| Total minimum lease payments | 827,014 | 825,675 | ||||||
| Less: Unearned interest | (47,783 | ) | (17,229 | ) | ||||
| Present value of lease liabilities | 779,231 | 808,446 | ||||||
The lease liabilities component is analysed as follows:
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| USD | USD | |||||||
| Current | 445,627 | 145,435 | ||||||
| Non-current | 333,604 | 663,011 | ||||||
| 779,231 | 808,446 | |||||||
The Group does not face a significant liquidity risk with regard to its lease liabilities.
The lease liabilities comprise of office premises. The Group applied the incremental borrowing rate to the lease liabilities of 6.65% (2024: 6.65%) per annum.
20. Deferred tax liabilities
The movements in deferred tax during the financial year are as follows:
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| USD | USD | |||||||
| As at 1 April | 21,561.00 | 7,797.00 | ||||||
| Expense/(credited) to profit or loss: | ||||||||
| Property, plant and equipment (Note 26) | 1,621.00 | (7,414.00 | ) | |||||
| Exchange differences | 1,185.00 | (383.00 | ) | |||||
| As at 30 September | 24,367.00 | - | ||||||
The deferred tax in the financial statements is in respect of tax effects arising from deductible temporary differences on property, plant, and equipment.
| 24 |
21. Trade payables
The normal credit terms granted to the Group ranges from 30 to 120 days (2024: 30 to 120 days).
22. Other payables and accruals
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| USD | USD | |||||||
| Other payables | 1,226,589 | 892,292 | ||||||
| Accruals | 209,724 | 151,710 | ||||||
| Deposit received | 15,909 | 32,721 | ||||||
| 1,452,222 | 1,076,723 | |||||||
23. Revenue
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| USD | USD | |||||||
| Cellular therapy | 94,574 | 278,242 | ||||||
| Medical testing, laboratory and aesthetics beauty services | 1,715,785 | 1,322,844 | ||||||
| Consultation fee | 17,140 | 219,496 | ||||||
| Sale of medicine and healthcare product | 365,398 | 1,988 | ||||||
| Management fees | 6,948 | 7,111 | ||||||
| 2,199,845 | 1,829,681 | |||||||
| Timing of revenue recognition: | ||||||||
| At a point in time | 2,199,845 | 1,829,681 | ||||||
24. Finance costs
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| USD | USD | |||||||
| Interest expenses on: | ||||||||
| Hire purchase liabilities | - | 1,022 | ||||||
| Lease liabilities | 28,623 | 16,119 | ||||||
| 28,623 | 17,141 | |||||||
| 25 |
25. Loss before tax
Loss before tax for the financial year is arrived at after charging/(crediting):
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| USD | USD | |||||||
| Auditors’remuneration | 206,668 | 224,446 | ||||||
| Amortisation of intangible assets | 84,965 | 24,668 | ||||||
| Amortisation of right-of-use assets | 232,616 | 232,510 | ||||||
| Depreciation of property, plant and equipment | 245,603 | 250,522 | ||||||
| Expenses relating to short-term leases | 1,391 | 2,595 | ||||||
| Staff costs: | ||||||||
| Salaries, wages and allowances | 343,148 | 574,278 | ||||||
| Employees Provident Fund | 37,564 | 63,963 | ||||||
| Other employees’ benefit | 8,882 | 7,068 | ||||||
| 389,594 | 645,309 | |||||||
Included in staff costs of the Group is directors’ remuneration of USD142,754 (2024: USD141,516) as further disclosed in Note 13.
26. Income tax expense
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| USD | USD | |||||||
| Estimated tax payable: | ||||||||
| Current financial year | 67,519 | 53,471 | ||||||
| Deferred tax (Note 20): | ||||||||
| Current financial year | 1,621 | - | ||||||
| 69,140 | 53,471 | |||||||
A reconciliation of income tax credit applicable to loss before tax at the applicable statutory income tax rate to income tax expense at the effective income tax rate of the Group is as follows:
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| USD | USD | |||||||
| Loss before tax | (1,271,674.00 | ) | (1,208,560.00 | ) | ||||
| Less: Share of result of associates | (19,418.00 | ) | (33,456.00 | ) | ||||
| (1,291,092.00 | ) | (1,242,016.00 | ) | |||||
| Taxation at statutory rate of 24% (2024: 24%) | (309,862.00 | ) | (298,084.00 | ) | ||||
| Tax effects of: | ||||||||
| Non-taxable income | - | - | ||||||
| Expenses not deductible | 389,391.00 | 72,448.00 | ||||||
| Utilisation of deferred tax assets previously not recognised | (10,389.00 | ) | - | |||||
| Deferred tax assets not recognised | - | 279,107.00 | ||||||
| 69,140.00 | 53,471.00 | |||||||
| 26 |
26. Income tax expense (Cont’d)
At the end of the reporting period, the estimated amount of deductible temporary differences, unabsorbed capital allowances and unutilised tax losses of the Group, for which the deferred tax assets have not been recognised in the financial statements due to uncertainty of their realisation, is as follows:
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| USD | USD | |||||||
| Temporary differences arising from: | ||||||||
| Property, plant and equipment | (915,782 | ) | (866,021 | ) | ||||
| Right-of-use assets and lease liabilities | 11,878 | (103,079 | ) | |||||
| Unabsorbed capital allowances | 844,381 | 1,039,779 | ||||||
| Unutilised tax losses | 5,388,164 | 3,358,101 | ||||||
| 5,328,641 | 3,428,780 | |||||||
At the end of the reporting period, the Group has deductible temporary differences, unabsorbed capital allowances and unutilised tax losses that are available for offsetting against future taxable profits, subject to the agreement with the tax authorities.
Expiry date of the unutilised tax losses is summarised below:
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| USD | USD | |||||||
| Year of assessment: | ||||||||
| 2028 | - | 244,409 | ||||||
| 2029 | 21,403 | 242,553 | ||||||
| 2030 | 533,347 | 627,700 | ||||||
| 2031 | 1,025,589 | 1,081,341 | ||||||
| 2032 | 567,525 | 624,897 | ||||||
| 2033 | 487,881 | 537,201 | ||||||
| 2034 | 2,752,419 | 0 | ||||||
| 5,388,164 | 3,358,101 | |||||||
27. Loss per ordinary share
Basic and diluted loss per ordinary share attributable to owner of the Company are computed by dividing the loss for the financial year attributable to owners of the Company by the weighted average number of ordinary shares in issue during the financial year.
Basis loss per ordinary share
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| USD | USD | |||||||
| Loss attributable to owners of the Company (USD) | (1,298,273 | ) | (1,170,942 | ) | ||||
| Weighted average number of ordinary shares (units) | 58,041,995 | 58,041,995 | ||||||
| Basic and diluted loss per ordinary share (USD) | (0.02 | ) | (0.02 | ) | ||||
Diluted loss per ordinary share
There were no dilutive potential equity instruments in issue as at financial year ended that have dilutive effect to the loss per ordinary share.
| 27 |
28. Operating segments
The Group is organised into business units based on its products and services, and has three reportable operating segments as follow:
| Medical and Wellness | Non-surgical aesthetic services, surgical aesthetic services, medical consultation, health screenings, cellular therapy and research and COVID-19 testing | |
| Life Science | Whole genome sequencing and pharmacogenomics | |
| Others | Investment holding and provision for management services |
Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss which, in certain respects as explained in the table below, is measured differently from operating profit or loss in the consolidated statement of profit or loss and other comprehensive income. Group financing (including finance costs) and income taxes are managed on a group basis and are not allocated to operating segments
The following is an analysis of the Group’s revenue and results by the operating segments.
| Medical and Wellness | Life Science | Others | Eliminations | Consolidated | ||||||||||||||||
| USD | USD | USD | USD | USD | ||||||||||||||||
| The Group | ||||||||||||||||||||
| 1.4.2025 to 30.9.2025 | ||||||||||||||||||||
| Revenue | ||||||||||||||||||||
| External sales | 2,041,899 | 9,041 | 148,905 | 2,199,845 | ||||||||||||||||
| Inter-segment sales | 107,905 | 355,206 | 41,691 | (504,802 | ) | - | ||||||||||||||
| Total revenue | 2,149,804 | 364,247 | 190,596 | (504,802 | ) | 2,199,845 | ||||||||||||||
| Result | ||||||||||||||||||||
| Loss from operations | (50,646 | ) | (509,215 | ) | (679,546 | ) | (3,644 | ) | (1,243,051 | ) | ||||||||||
| Finance costs | (14,208 | ) | (12,294 | ) | (5,765 | ) | 3,644 | (28,623 | ) | |||||||||||
| Profit/(Loss) before tax | (64,854 | ) | (521,509 | ) | (685,311 | ) | - | (1,271,674 | ) | |||||||||||
| Income tax expense | (67,519 | ) | - | - | (1,621 | ) | (69,140 | ) | ||||||||||||
| Loss for the financial year | (132,373 | ) | (521,509 | ) | (685,311 | ) | - | (1,340,814 | ) | |||||||||||
| Segment assets | 2,622,443 | 3,905,767 | 14,273,898 | (8,216,698 | ) | 12,585,410 | ||||||||||||||
| Segment liabilities | 3,732,701 | 8,079,589 | 6,445,288 | (8,036,502 | ) | 10,221,076 | ||||||||||||||
| Other information | ||||||||||||||||||||
| Amortisation of intangible assets | - | - | 163,093 | - | 163,093 | |||||||||||||||
| Amortisation of right-of-use assets | 199,618 | 121,530 | 178,996 | - | 500,144 | |||||||||||||||
| Additional of property, plant and equipment | 35,675 | 41,989 | 6,108 | - | 83,772 | |||||||||||||||
| Depreciation of property, plant and equipment | 58,580 | 386,024 | 20,683 | - | 465,287 | |||||||||||||||
| 28 |
28. Operating segments (Cont’d)
| Medical and Wellness | Life Science | Others | Eliminations | Consolidated | ||||||||||||||||
| USD | USD | USD | USD | USD | ||||||||||||||||
| The Group | ||||||||||||||||||||
| 1.4.2024 to 30.9.2024 | ||||||||||||||||||||
| Revenue | ||||||||||||||||||||
| External sales | 1,822,108 | 462 | 7,111 | - | 1,829,681 | |||||||||||||||
| Inter-segment sales | 139,011 | 203,251 | 42,664 | (384,926 | ) | - | ||||||||||||||
| Total revenue | 1,961,119 | 203,713 | 49,775 | (384,926 | ) | 1,829,681 | ||||||||||||||
| Result | ||||||||||||||||||||
| Profit/(Loss) from operations | 333,709 | (656,631 | ) | (868,497 | ) | - | (1,191,419 | ) | ||||||||||||
| Finance costs | (13,781 | ) | (3,360 | ) | - | - | (17,141 | ) | ||||||||||||
| Profit/(Loss) before tax | 319,928 | (659,991 | ) | (868,497 | ) | - | (1,208,560 | ) | ||||||||||||
| Income tax expense | (12,207 | ) | (41,264 | ) | - | - | (53,471 | ) | ||||||||||||
| Loss for the financial year | 307,721 | (701,255 | ) | (868,497 | ) | - | (1,262,031 | ) | ||||||||||||
| Segment assets | 2,906,779 | 3,261,435 | 10,113,596 | (8,196,713 | ) | 8,085,097 | ||||||||||||||
| Segment liabilities | 3,537,863 | 6,582,980 | 5,610,567 | (7,973,622 | ) | 7,757,788 | ||||||||||||||
| Other information | ||||||||||||||||||||
| Amortisation of intangible assets | 18 | - | 24,650 | - | 24,668 | |||||||||||||||
| Amortisation of right-of-use assets | 81,837 | 64,474 | 86,199 | - | 232,510 | |||||||||||||||
| Additional of property, plant and equipment | 34,127 | 34,516 | 4,016 | - | 72,659 | |||||||||||||||
| Depreciation of property, plant and equipment | 33,371 | 207,215 | 9,936 | - | 250,522 | |||||||||||||||
Geographical segments
The Group’s revenue from contracts with customers were generated within Malaysia.
| 29 |
29. Financial instrument
The following table analyses the financial assets and liabilities in the statement of financial position by the class of financial instruments to which they are assigned, and therefore by the measurement basis:
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| USD | USD | |||||||
| Financial assets | ||||||||
| At amortised cost | ||||||||
| Trade receivables | 572,775 | 341,356 | ||||||
| Other receivables and deposits | 463,325 | 309,308 | ||||||
| Amount due from associates | 111 | - | ||||||
| Cash and bank balances | 408,607 | 525,204 | ||||||
| 1,444,818 | 1,175,868 | |||||||
Financial risk management objectives and policies
The Group is exposed to financial risk arising from its operations and the use of financial instruments. The key financial risks include credit risk and liquidity risk.
The following sections provide details regarding the Group’s exposure to the above-mentioned financial risks and the objectives, policies and processes for the management of those risks.
| (i) | Credit risk |
Credit risk is the risk of a financial loss to the Group that may arise if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Group’s exposure to credit risk mainly from trade receivables, other receivables and refundable deposits and amount due from associates.
The management has in place a credit procedure to monitor and minimises the exposure of default. Receivables are monitored on a regular and an ongoing basis. Credit evaluations are performed on all customers requiring credit over certain amount.
For cash and cash equivalents, the Group minimises credit risk by dealing exclusively with high credit rating counterparties.
The Group provides advances to associates. The Group monitors the results of the associates regularly.
| 30 |
29. Financial instrument (Cont’d)
Exposure to credit risk
The carrying amount of the financial assets recorded on the consolidated statement of financial position at the end of the reporting period represents the Group’s maximum exposure to credit risk in relation to financial assets. No financial assets carry a significant exposure to credit risk.
| (ii) | Liquidity risk |
Liquidity risk is the risk that the Group encounters difficulty in meeting its obligations due to shortage of funds. The Group’s exposure to liquidity risk arises primarily from trade payables, other payables and accruals, amounts due to directors, hire purchase liabilities and lease liabilities.
The Group’s funding requirements and liquidity risk are managed with the objective of meeting business obligations on a timely basis. The Group manages liquidity risk by maintaining adequate reserves and banking facilities by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.
Analysis of financial instruments by remaining contractual maturities
The table below summarises the maturity profile of the Group’s financial liabilities at the end of the reporting period based on undiscounted contractual payments:
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| USD | USD | |||||||
| Financial liabilities | ||||||||
| At amortised cost | ||||||||
| Trade payables | 415,995 | 470,553 | ||||||
| Other payables and accruals | 1,436,313 | 1,044,002 | ||||||
| Amount due to directors | 7,090,060 | 5,201,137 | ||||||
| Hire purchase liabilities | - | 3,098 | ||||||
| Lease liabilities | 779,231 | 808,446 | ||||||
| 9,721,599 | 7,527,236 | |||||||
Fair values of financial instruments
The carrying amounts of short-term receivables and payables and cash and cash equivalents approximate their fair value due to the relatively short-term nature of these financial instruments and insignificant impact of discounting.
The fair value of hire purchase liabilities and lease liabilities are determined by discounting the relevant cash flows using current interest rates for similar instruments as at the end of the financial reporting period.
| 30. | Capital management |
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amounts of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
The Group monitors capital on the basis of its business and operating requirements.
| 31 |
31. List of subsidiaries are as follows:
| Date of | Place of | Effective interest | ||||||||||||
| Name of Company | acquisition | incorporation | 2025 | 2024 | Principal activities | |||||||||
| % | % | |||||||||||||
| Alps Global Holding Berhad | June 11, 2024 | Malaysia | 100 | 100 | Investment holding company | |||||||||
| Held through Alps Global Holding Berhad: | ||||||||||||||
| Alps Biotech Sdn. Bhd. | May 9, 2019 | Malaysia | 95 | 95 | Investment advisory services, leasing of intellectual property and research and development on medical sciences | |||||||||
| Alpscap Berhad | April 11, 2018 | Malaysia | 51 | 51 | Investment holding | |||||||||
| Alps Wellness Centre Sdn. Bhd. | March 31, 2021 | Malaysia | 100 | 100 | Business of health screening, beauty aesthetics and to act as wellness centre | |||||||||
| Celestialab Sdn. Bhd. | February 7, 2018 | Malaysia | 100 | 100 | Medical research, cultivating and manufacturing stem cells | |||||||||
| Celebre Pro Medic Sdn. Bhd. | July 15, 2020 | Malaysia | 100 | 100 | Business of beauty, healthcare consultancy and therapist | |||||||||
| Mont Life (M) Sdn. Bhd. | July 6, 2020 | Malaysia | 100 | 100 | Provision of consultancy services in relation to healthcare, beauty and aesthetics specialties | |||||||||
| Mygenome Sdn. Bhd. | November 27, 2018 | Malaysia | 99 | 99 | Research and development on biotechnology, provide medical testing and laboratory services, and manufacture and sales of medical medicaments | |||||||||
| TMC Global Holdings Sdn. Bhd. | July 15, 2020 | Malaysia | 100 | 100 | Beauty and health care consultants | |||||||||
| Alps Insurance PCC INC | April 10, 2024 | Labuan | 51 | 51 | Licensed Labuan insurance captive | |||||||||
| 32 |
Exhibit 99.4
GLOBALINK INVESTMENT INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
| September 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | 357,729 | $ | 253,507 | ||||
| Prepaid expenses | 6,833 | 96,892 | ||||||
| Total current assets | 364,562 | 350,399 | ||||||
| Cash held in Trust Account | 1,375,147 | 3,349,591 | ||||||
| TOTAL ASSETS | $ | 1,739,709 | $ | 3,699,990 | ||||
| LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | 213,625 | $ | 79,886 | ||||
| Franchise tax payable | 363,102 | 209,906 | ||||||
| Income tax payable | 515,293 | 479,279 | ||||||
| Promissory note - related party | — | 4,445,458 | ||||||
| Due to affiliate | 277,000 | 607,000 | ||||||
| Convertible note - related party, net of debt discount | 5,194,421 | — | ||||||
| Promissory note - third party | 720,000 | — | ||||||
| Excise tax liability | 1,631,756 | 1,313,485 | ||||||
| Total current liabilities | 8,915,197 | 7,135,014 | ||||||
| Warrant liabilities | 28,500 | 2,736 | ||||||
| Deferred underwriting fee payable | 4,025,000 | 4,025,000 | ||||||
| Total Liabilities | 12,968,697 | 11,162,750 | ||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| REDEEMABLE COMMON STOCK | ||||||||
| Common stock subject to possible redemption, $0.001 par value, 72,601 and 277,511 shares at redemption value of $12.78 and $11.62 per share, respectively, at September 30, 2025 and December 31, 2024 | 927,722 | 3,223,514 | ||||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Common stock, $0.001 par value; 500,000,000 shares authorized; 3,445,000 shares issued and outstanding at September 30, 2025 and December 31, 2024 (excluding 72,601 and 277,511 shares subject to possible redemption, respectively) | 3,445 | 3,445 | ||||||
| Additional paid-in capital | 990,399 | — | ||||||
| Accumulated deficit | (13,150,554 | ) | (10,689,719 | ) | ||||
| Total Stockholders’ Deficit | (12,156,710 | ) | (10,686,274 | ) | ||||
| LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT | $ | 1,739,709 | $ | 3,699,990 | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
| 1 |
GLOBALINK INVESTMENT INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| General and administrative expenses | $ | 300,423 | $ | 287,590 | $ | 904,506 | $ | 1,310,672 | ||||||||
| Provision (reversal) for franchise tax expense | 93,600 | 50,000 | 127,200 | 93,662 | ||||||||||||
| Total operating expenses | (394,023 | ) | (337,590 | ) | (1,031,706 | ) | (1,404,334 | ) | ||||||||
| OTHER INCOME (EXPENSE) | ||||||||||||||||
| Income on cash held in Trust Account | 14,218 | 349,494 | 80,554 | 1,036,806 | ||||||||||||
| Taxes penalties and interest | (56,769 | ) | — | (354,108 | ) | (2,356 | ) | |||||||||
| Interest expense | (392,985 | ) | (51,814 | ) | (1,129,811 | ) | (128,811 | ) | ||||||||
| Change in fair value of warrant liabilities | (5,700 | ) | 14,250 | (25,764 | ) | (12,369 | ) | |||||||||
| Total other (loss) income, net | (441,236 | ) | 311,930 | (1,429,129 | ) | 893,270 | ||||||||||
| Loss before provision for income taxes | (835,259 | ) | (25,660 | ) | (2,460,835 | ) | (511,064 | ) | ||||||||
| Provision for income taxes | 6,875 | (91,087 | ) | — | (198,175 | ) | ||||||||||
| NET LOSS | $ | (828,384 | ) | $ | (116,747 | ) | $ | (2,460,835 | ) | $ | (709,239 | ) | ||||
| Weighted average shares outstanding Common stock – redeemable | 72,601 | 2,562,567 | 188,942 | 2,562,567 | ||||||||||||
| Basic and diluted net income per share, Common stock – redeemable | $ | 0.04 | $ | 0.07 | $ | 0.94 | $ | 0.17 | ||||||||
| Weighted average shares outstanding Common stock – non-redeemable | 3,445,000 | 3,445,000 | 3,445,000 | 3,445,000 | ||||||||||||
| Basic and diluted net loss per share, Common stock – non-redeemable | $ | (0.24 | ) | $ | (0.08 | ) | $ | (0.77 | ) | $ | (0.33 | ) | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
| 2 |
GLOBALINK INVESTMENT INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025
| Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
| Balance - December 31, 2024 | 3,445,000 | $ | 3,445 | $ | — | $ | (10,689,719 | ) | $ | (10,686,274 | ) | |||||||||
| Gain on modification of terms of promissory notes and advances from affiliate | — | — | 940,847 | — | 940,847 | |||||||||||||||
| Remeasurement of common stock subject to redemption | — | — | (162,099 | ) | — | (162,099 | ) | |||||||||||||
| Net loss | — | — | — | (738,555 | ) | (738,555 | ) | |||||||||||||
| Balance - March 31, 2025 | 3,445,000 | 3,445 | 778,748 | (11,428,274 | ) | (10,646,081 | ) | |||||||||||||
| Remeasurement of common stock subject to redemption | — | — | (138,638 | ) | — | (138,638 | ) | |||||||||||||
| Excise tax liability in connection with redemption | — | — | (26,173 | ) | — | (26,173 | ) | |||||||||||||
| Net loss | — | — | — | (893,896 | ) | (893,896 | ) | |||||||||||||
| Balance – June 30, 2025 | 3,445,000 | 3,445 | 613,937 | (12,322,170 | ) | (11,704,788 | ) | |||||||||||||
| Remeasurement of common stock subject to redemption | — | — | (20,752 | ) | — | (20,752 | ) | |||||||||||||
| Claw back for the December 2024 Extension Overpayment Amount | — | — | 397,214 | — | 397,214 | |||||||||||||||
| Net loss | — | — | — | (828,384 | ) | (828,384 | ) | |||||||||||||
| Balance – September 30, 2025 | 3,445,000 | $ | 3,445 | $ | 990,399 | $ | (13,150,554 | ) | $ | (12,156,710 | ) | |||||||||
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024
| Common Stock | Accumulated | Total Stockholders’ | ||||||||||||||
| Shares | Amount | Deficit | Deficit | |||||||||||||
| Balance - December 31, 2023 | 3,445,000 | $ | 3,445 | $ | (7,267,190 | ) | $ | (7,263,745 | ) | |||||||
| Remeasurement of common stock subject to redemption | — | — | (455,764 | ) | (455,764 | ) | ||||||||||
| Net loss | — | — | (375,307 | ) | (375,307 | ) | ||||||||||
| Balance – March 31, 2024 | 3,445,000 | $ | 3,445 | $ | (8,098,261 | ) | $ | (8,094,816 | ) | |||||||
| Remeasurement of common stock subject to redemption | — | — | (440,824 | ) | (440,824 | ) | ||||||||||
| Net loss | — | — | (217,185 | ) | (217,185 | ) | ||||||||||
| Balance - June 30, 2024 | 3,445,000 | $ | 3,445 | $ | (8,756,270 | ) | $ | (8,752,825 | ) | |||||||
| Remeasurement of common stock subject to redemption | — | — | (388,406 | ) | (388,406 | ) | ||||||||||
| Net loss | — | — | (116,747 | ) | (116,747 | ) | ||||||||||
| Balance - September 30, 2024 | 3,445,000 | $ | 3,445 | $ | (9,261,423 | ) | $ | (9,257,978 | ) | |||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
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GLOBALINK INVESTMENT INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | (2,460,835 | ) | $ | (709,239 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Interest income on cash held in Trust Account | (80,554 | ) | (1,036,806 | ) | ||||
| Change in fair value of warrant liabilities | 25,764 | 12,369 | ||||||
| Amortization of debt discount | 940,847 | — | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | 90,059 | 64,879 | ||||||
| Income tax payable | 36,014 | (91,956 | ) | |||||
| Interest expense accrual | 188,964 | 128,811 | ||||||
| Excise tax payable | 292,098 | — | ||||||
| Accounts payable | 133,738 | (75,678 | ) | |||||
| Franchise tax payable | 153,196 | (50,000 | ) | |||||
| Net cash used in operating activities | (680,709 | ) | (1,757,620 | ) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Cash deposited to Trust Account | — | (540,000 | ) | |||||
| Cash deposited to Trust Account for extension | (740,774 | ) | — | |||||
| Cash withdrawn from trust in connection with redemption of common stock | 2,617,281 | — | ||||||
| Cash withdrawn from Trust Account to pay tax obligations | 178,491 | 433,768 | ||||||
| Net cash provided by (used in) investing activities | 2,054,998 | (106,232 | ) | |||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from promissory note - related party | 170,000 | 1,850,000 | ||||||
| Proceeds from promissory note - third party | 720,000 | — | ||||||
| Redemption of common stock | (2,617,281 | ) | — | |||||
| Redemption refund | 397,214 | — | ||||||
| Due to affiliate- advance | 60,000 | — | ||||||
| Net cash (used in) provided by financing activities | (1,270,067 | ) | 1,850,000 | |||||
| NET CHANGE IN CASH | 104,222 | (13,852 | ) | |||||
| CASH, BEGINNING OF PERIOD | 253,507 | 79,073 | ||||||
| CASH, END OF PERIOD | $ | 357,729 | $ | 65,221 | ||||
| Supplementary Cash Flow Information: | ||||||||
| Cash paid for income tax | $ | — | $ | — | ||||
| Cash paid for interest expense | $ | — | $ | — | ||||
| Non-cash investing and financing activities: | ||||||||
| Remeasurement of Common stock subject to redemption | $ | 321,489 | $ | 1,284,994 | ||||
| Gain on modification of terms of promissory notes and advances from affiliate | $ | 940,847 | $ | — | ||||
| Excise tax accrued for common stock redemption | $ | 26,173 | $ | — | ||||
| Reclassification of due to affiliate | $ | 390,000 | $ | — | ||||
| Reclassification of promissory note - related party | $ | 5,745,269 | $ | — | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
| 4 |
GLOBALINK INVESTMENT INC
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
Note 1 – Description of Organization and Business Operations and Liquidity
Globalink Investment Inc. (the “Company” or “Globalink”) was incorporated in Delaware on March 24, 2021. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). As of September 30, 2025, the Company had not commenced any operations. All activity through September 30, 2025 relates to the Company’s formation, Initial Public Offering (the “IPO”), and preparing for a Business Combination, as described below. The Company completed a Business Combination on October 28, 2025.
On July 27, 2022, Globalink Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of the Company, was formed. Globalink Merger Sub, Inc. had not commenced any operations as of September 30, 2025.
On April 3, 2024, Globalink Merger Sub (Cayman), was incorporated in the Cayman Islands as a wholly-owned subsidiary of the Company. On December 31, 2024, Globalink Merger Sub (Cayman) was deregistered.
Initial Public Offering
The registration statement for the Company’s Initial Public Offering (the “IPO”) was declared effective on December 6, 2021. On December 9, 2021, the Company consummated the IPO of 10,000,000 units (collectively, the “Units” and each, a “Unit”) at $10.00 per Unit generating gross proceeds of $100,000,000, which is discussed in Note 3. The Company has selected December 31 as its fiscal year end.
Simultaneously with the closing of the IPO, the Company consummated the sale of 517,500 units (collectively, the “Private Placement Units” and each, a “Private Placement Unit”) at a price of $10.00 per Private Placement Unit in a private placement to Public Gold Marketing Sdn. Bhd., a Malaysian private limited company and a related party of the Company, generating gross proceeds of $5,175,000, which is described in Note 4.
Additionally with the closing of the IPO, the Company granted the underwriters a 45-day option to purchase up to 1,500,000 Units to cover over-allotment. On December 13, 2021, the underwriters fully exercised the option and purchased 1,500,000 additional Units (the “Over-allotment Units”), generating additional gross proceeds of $15,000,000.
Simultaneously with the exercise of the over-allotment option, the Company consummated a private sale of an additional 52,500 Private Placement Units to Public Gold Marketing Sdn. Bhd. at a price of $10.00 per Private Placement Unit, generating additional gross proceeds of $525,000. Since the underwriters’ over-allotment option was exercised in full, the sponsor did not forfeit any Founder Shares (as defined in Note 5).
Offering costs for the IPO and the exercise of the underwriters’ over-allotment option amounted to $6,887,896, consisting of $2,300,000 of underwriting fees, $4,025,000 of deferred underwriting fees payable (which are held in the Trust Account (as defined below)) and $562,896 of other costs. As described in Note 6, the $4,025,000 of deferred underwriting fee payable is contingent upon the consummation of a Business Combination, subject to the terms of the underwriting agreement.
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Trust Account
Following the closing of the IPO, $116,725,000 ($10.15 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Units were placed in a trust account (“Trust Account”) and, prior to July 2023, were invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act. As of September 30, 2025, $1,375,147 was held in Trust Account.
To mitigate the risk of being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), in July 2023, the Company instructed Continental Stock Transfer & Trust Company, the trustee of the Trust Account (the “Trustee” or “Continental”), to liquidate the U.S. government securities or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash (which may include demand deposit accounts) until the earlier of consummation of the Company’s Business Combination or liquidation. Furthermore, such cash is held in bank accounts, which exceeds federally insured limits as guaranteed by the Federal Deposit Insurance Corporation (the “FDIC”).
Business Combination
On January 30, 2024, the Company entered into a Merger Agreement (as amended and restated on May 20, 2024, further amended on March 6, 2025 and April 18, 2025, and as may be further amended, restated or supplemented from time to time, the “Merger Agreement”), by and among the sponsor, in the capacity as the representative from and after the effective time of the Acquisition Merger (as defined below) (the “Effective Time”) in accordance with the terms and conditions of the Merger Agreement (the “Parent Representative”), Alps Global Holding Pubco, a Cayman Islands exempted company (“PubCo”), Alps Biosciences Merger Sub, a Cayman Islands exempted company and wholly-owned subsidiary of PubCo (“Merger Sub”), Alps Life Sciences Inc, a Cayman Islands exempted company (“Alps Holdco”) and Dr. Tham Seng Kong, an individual, in the capacity as the representative from and after the Effective Time for the shareholders of Alps Holdco as of immediately prior to the Effective Time in accordance with the terms and conditions of the Merger Agreement (the “Seller Representative”). Pursuant to the terms of the Merger Agreement, the Business Combination between Globalink and Alps Holdco will be effected in two steps: (i) subject to the approval and adoption of the Merger Agreement by the stockholders of the Company, the Company will be merged with and into PubCo, with PubCo remaining as the surviving publicly traded entity and (ii) Merger Sub will merge with and into Alps Holdco, resulting in Alps Holdco remaining as the surviving entity and being a wholly-owned subsidiary of PubCo (the “Acquisition Merger”).
On March 6, 2025, Globalink, Alps Holdco, Parent Representative and Seller Representative, entered into a First Amendment to the Merger Agreement, pursuant to which, parties agreed to:
| ● | remove the earn-out provision from the Merger Agreement; and | |
| ● | remove the $5,000,001 net tangible asset requirement for (i) Globalink immediately prior to the Closing, and (ii) PubCo upon Closing, provided that the PubCo satisfies the listing requirements of and is approved for listing on the Nasdaq Global Market or the Nasdaq Capital Market. |
On April 18, 2025, Globalink, Alps Holdco, Parent Representative and Seller Representative entered into a Second Amendment to the Merger Agreement. pursuant to which, parties agreed to:
| ● | remove the continued listing of Globalink’s securities on Nasdaq as a condition to the closing of the transactions contemplated by the Merger Agreement; and | |
| ● | remove the limitation that Parent will not consummate any initial business combination unless it (or any successor) has net tangible assets of at least $5,000,001 upon consummation of such business combination. |
| 6 |
Upon the consummation of the Business Combination on October 28, 2025, and pursuant to the Merger Agreement:
| ● | All of the outstanding shares of Alps Holdco were cancelled in exchange for the right to receive PubCo ordinary shares equal to the Conversion Ratio (as defined in the Merger Agreement). The aggregate consideration for the Business Combination is US$1.6 billion, payable at the Closing in the form of newly issued PubCo ordinary shares, at $10.00 per share, of US$0.0001 par value each (the “Merger Consideration Shares”). The Merger Consideration Shares were allocated pro rata with each shareholder of Alps Holdco receiving a number of PubCo ordinary shares determined in accordance with the terms of the Merger Agreement. | |
| ● | Each share of Globalink common stock, par value $0.001 per share, issued and outstanding immediately prior to the effective time of the Redomestication Merger (other than any redeemed shares), were automatically cancelled, and PubCo issued to its holder (other than Globalink stockholders who exercised their redemption rights in connection with the Business Combination) one validly issued PubCo ordinary share, which was fully paid; | |
| ● | Each Globalink warrant to purchase one-half (1/2) of one share of Globalink common stock issued and outstanding immediately prior to effective time of the Redomestication Merger converted into one warrant to purchase one-half (1/2) of one PubCo ordinary share (“PubCo warrant”) (or equivalent portion thereof). The PubCo warrants will have substantially the same terms and conditions as set forth in the Globalink warrants; | |
| ● | The holders of Globalink rights (convertible into one-tenth (1/10) of one share of Globalink common stock) issued and outstanding immediately prior to the effective time of the Redomestication Merger obtained the right to receive one-tenth (1/10) of one PubCo ordinary share (“PubCo right”) in exchange for the cancellation of each Globalink right; and | |
| ● | 8,000,000 shares of ordinary shares the Combined Company (representing five percent (5%) of the Merger Consideration Shares) were issued and held in escrow with Continental Stock Transfer & Trust (“Escrow Agent”) to satisfy any indemnification obligations incurred under the Merger Agreement (the “Escrow Shares”). | |
| ● | The name of the Combined Company was changed to “Alps Group Inc”. |
PIPE Investment
On June 4, 2024, June 5, 2024, and August 27, 2024, the Company, Alps Holdco and PubCo entered into subscription agreements with three investors on substantially same terms, pursuant to which, among other things, PubCo has agreed to issue and sell to the investors, and the investors agreed to subscribe for and purchase certain number of ordinary shares of PubCo (“PIPE Shares”) at a purchase price of $10.00 per share for an aggregate purchase price of $40,200,000, in a private placement. On March 25, 2025 and March 26, 2025, the Company, Alps Holdco and PubCo executed the termination agreements with two investors who entered into the subscription agreements to purchase $40 million worth of PIPE Shares, dated June 4, 2024 and June 5, 2024, respectively, and the parties agreed that, upon the execution of the termination agreements, the subscription agreements shall be deemed null and void, and neither party shall have any further rights, obligations, or liabilities under the subscription agreements.
Subsequent to the execution of the Merger Agreement and as a condition and an inducement to Globalink and Alps Holdco to consummate the Business Combination, PubCo, Globalink and Alps Holdco entered into subscription agreements (collectively, the “Subscription Agreements”) with certain investors (the “PIPE Investors”) for an aggregate subscription amount of US$3,107,875 (excluding the $40 million subscription that was terminated) in PubCo ordinary shares in a private placement to be consummated substantially concurrently with the Closing (the “PIPE Investment”). The PIPE Investment closed immediately prior to the consummation of the transactions contemplated by the Merger Agreement. The PIPE Investors, together with certain former shareholders of Globalink also entered into the Registration Rights Agreement with Pubco pursuant to which Pubco will, among other things, file a resale shelf registration statement on behalf of the stockholders no later than 60 days after the Closing. The Amended and Restated Registration Rights Agreement will also provide certain demand registration rights and piggyback registration rights to the shareholders, subject to underwriter cutbacks and issuer blackout periods.
| 7 |
Risks and Uncertainties
The Company continues to evaluate the impact of increases in inflation and rising interest rates, financial market instability, including the recent bank failures, the potential government shutdown, the lingering effects of the COVID-19 pandemic and certain geopolitical events, including the wars in Ukraine and the surrounding region and between Israel and Hamas. The Company has concluded that while it is reasonably possible that the risks and uncertainties related to or resulting from these events could have a negative effect on its financial position, results of operations and/or ability to complete an initial Business Combination, the Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s business and its ability to complete an initial Business Combination.
On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.
Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.
During the second quarter of 2024, the Internal Revenue Service issued final regulations with respect to the timing and payment of the excise tax. These regulations provided that the filing and payment deadline for any liability incurred during the period from January 1, 2023 to December 31, 2023 would be October 31, 2024.
The Company is currently evaluating its options with respect to this obligation. Any amount of such excise tax not paid in full will be subject to additional interest and penalties which are currently estimated at 10% interest per annum and a 5% underpayment penalty per month or portion of a month up to 25% of the total liability for any amount that is unpaid from November 1, 2024 until paid in full. A detailed discussion of exercise tax was disclosed in Note 2.
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Liquidity, Capital Resources and Going Concern
As of September 30, 2025, the Company had $357,729 of cash available to meet working capital needs and a working capital deficit of approximately $8.6 million.
On October 28, 2025, the Company consummated the Business Combination pursuant to the terms of the Merger Agreement as disclosed above. Following the Business Combination, the Company became part of Alps, and all its assets and liabilities became assets and liabilities of Alps; the Company has had no operations on its own at all and would not incur any additional expenses and liabilities for its business prior to the Business Combination. The Company’s ability to meet all of its obligations as of September 30, 2025 has been testified by the subsequent settlement by the Company itself or by Alps and its subsidiaries.
The management of Alps has developed specific plans to improve Alps’ liquidity position. If Alps is unable to repay the debt as it comes due with cash generated from operations, the management of Alps attempts to finance its short-term obligations through related party loans. However, there’s no assurance that the management of Alps could successfully get enough funds prior the maturity of short-term obligations. These factors raised substantial double of the Company’s ability to continue as a going concern. The unaudited consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Note 2 — Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in unaudited condensed consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2024, as filed with the SEC on August 21, 2025. The interim results for the three and nine months ended September 30, 2025 presented are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future interim periods.
Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.
Emerging Growth Company
The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
| 9 |
Use of Estimates
The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. One of the more significant accounting estimates included in these unaudited condensed consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.
Cash Held in Trust Account
As of September 30, 2025 and December 31, 2024, all of the assets held in the Trust Account were held in cash.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the FDIC coverage limit. As of September 30, 2025 and December 31, 2024, the Company had not experienced losses on these accounts.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented in the accompanying unaudited condensed consolidated balance sheets, primarily due to their short-term nature.
Debt Modification or Extinguishment
The Company evaluates amendments to determine whether a change was a modification or an extinguishment of debt. For a modification, no gain or loss is recorded, and a new effective interest rate is established based on the carrying value of the debt and revised cash flow. If the debt is extinguished, the old debt is derecognized and the new debt is recorded at fair value, which becomes the new carrying value. A gain or a loss is recorded for the difference between the net carrying value of the original debt and the fair value of the new debt. Interest expense is recorded based on the effective interest rate of the new debt. A debt is considered extinguished if the terms of the new debt and original instrument are “substantially different.”
Convertible Debt
The Company issues debt that may have conversion features.
| 10 |
Convertible debt – derivative treatment – When the Company issues debt with a conversion feature, the Company must first assess whether the embedded equity-linked component is clearly and closely related to its host instruments. If a component is clearly and closely related to its host instruments, then the Company has to assess whether the conversion feature meets the requirements to be treated as a derivative, as follows: a) one or more underlying, typically the price of our common stock; b) one or more notional amounts or payment provisions or both, generally the number of shares upon conversion; c) no initial net investment, which typically excludes the amount borrowed; and d) net settlement provisions, which in the case of convertible debt generally means the stock received upon conversion can be readily sold for cash. An embedded equity-linked component that meets the definition of a derivative does not have to be separated from the host instrument if the component qualifies for the scope exception for certain contracts involving an issuer’s own equity. The scope exception applies if the contract is both a) indexed to its own stock; and b) classified in shareholders’ equity in its statement of financial position.
If the conversion feature within convertible debt meets the requirements to be treated as a derivative, the Company estimates the fair value of the embedded derivative using the Black Scholes method upon the date of issuance. If the fair value of the embedded derivative is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. The derivative shall be recorded at fair value as liability and the carrying value assigned to the host contract represents the difference between the previous carrying amount of the hybrid instrument and the fair value of the derivative; therefore, there is no gain or loss from the initial recognition and measurement of an embedded derivative that is accounted for separately from its host contract.
The ASU 2020-06 “Debt with conversion and other option”, changes the accounting for convertible instruments by reducing the number of accounting models. It requires convertible debt instruments to be accounted for under one of the following three models: embedded derivative, substantial premium, or no proceeds allocated (traditional debt) models. It eliminates the cash conversion and beneficial conversion feature models, which will likely result in more convertible debt instruments being accounted for as a single unit. The Company has adopted this ASU on January 1, 2024, as a result of these changes, companies are no longer required to separately account for embedded conversion features solely due to a beneficial conversion or cash settlement provision, unless the feature meets the definition of a derivative under ASC 815 and does not qualify for the equity scope exception.
For the three and nine months ended September 30, 2025, the Company evaluated the added conversion feature (see Note 5 and Note 7) under ASC 835, Interest (“ASC 835”). In accordance with ASC 835, the Company capitalized the debt discount and amortized the debt discount ratably to interest expense in the consolidated statements of operations. Amortization of the debt discount was recognized from the inception of the agreement through September 15, 2025, the expected date of the consummation of the proposed Business Combination. The Company presents the convertible promissory notes on the consolidated balance sheet at face value, net of its amortized debt discount.
Income Taxes
The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2025 and December 31, 2024, the Company’s deferred tax asset for start-up organizational expenses had a full valuation allowance recorded against it. The Company’s effective tax rate was (0.82)% and (354.98)% for the three months ended September 30, 2025 and 2024, respectively, and 0.00% and (38.78)% for the nine months ended September 30, 2025 and 2024, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2025 and 2024 due to penalties and interest on excise tax, business combination expenses, change in fair value of warrants and amortization of debt discount. The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through September 30, 2025 and does not use the annual effective tax rate (AETR) method.
| 11 |
FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2025 or December 31, 2024. No amounts were paid for interest and penalties for the three and nine months ended September 30, 2025 and 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. As of September 30, 2025 and December 31, 2024, the balance of income tax payable was $515,293 and $479,279, respectively (including $239,374 of tax payable due from the year ended December 31, 2023, which are overdue). The Company is subject to income tax examinations by major taxing authorities since inception.
On July 4, 2025, the U.S. government enacted tax reform, commonly referred to as the One Big Beautiful Bill Act (“OBBB”). OBBB amends U.S. tax law, including provisions related to bonus depreciation, interest expense limitation, research and development, global intangible low-taxed income, foreign derived intangible income and base erosion and anti-abuse tax. The Company is still evaluating the impact of the OBBB, however, does not currently believe it will have a material impact on its effective tax rate in the current year.
Excise Tax
In connection with the vote to approve the charter amendment proposal presented at the March 2023 Special Meeting, holders of 6,756,695 shares of common stock properly exercised their right to redeem their shares of common stock for an aggregate redemption amount of approximately $69.92 million. In connection with the approval of the Extension Amendment Proposal and the Trust Amendment Proposal at the Special Meeting on November 28, 2023, holders of 2,180,738 shares of the Company’s common stock exercised their right to redeem those shares for cash at an approximate price of $10.82 per share, for an aggregate of approximately $23.60 million. In connection with the votes at December 2024 Special Meeting, holders of 2,285,056 shares of the Company’s common stock exercised their right to redeem those shares for cash at an approximate price of $11.77 per share, for an aggregate of approximately $26.89 million. In connection with the votes at the June 2025 Special Meeting, holders of 204,910 shares of the Company’s common stock exercised their right to redeem those shares for cash at an approximate price of $12.77 per share, for an aggregate of approximately $2.6 million. As of September 30, 2025, the Trust Account had a balance of approximately $1.4 million.
In connection with the votes at the December 2024 Special Meeting, holders of 2,285,056 shares of the Company’s common stock exercised their right to redeem those shares for cash at an approximate price of $11.77 per share, for an aggregate of approximately $26.89 million. It was later determined that the Company did not withdraw all of the interest from the Trust Account that it was allowed to withdraw to cover income and franchise taxes. The December 2024 Extension Redeeming Stockholders were notified of this situation and instructed to return the December 2024 Extension Overpayment Amount to Continental. As of this filing, the Company has recovered $397,214. Due to the reduced redemption, the Company will reduce the excise tax liability when final results of the request are determined.
During the second quarter of 2024, the Internal Revenue Service issued final regulations with respect to the timing and payment of the Excise Tax. These regulations provided that the filing and payment deadline for any liability incurred during the period from January 1, 2023 to December 31, 2023 would be October 31, 2024. Any amount of such Excise Tax not paid in full, will be subject to additional interest and penalties which are currently estimated at 10% interest per annum and a 5% underpayment penalty per month or portion of a month up to 25% of the total liability for any amount that is unpaid from November 1, 2024 until paid in full. As such, the Company has recorded a 1% Excise Tax liability in the amounts of $1,631,756 and $1,313,485, including interest and penalty of $401,466 and $109,368, respectively, on the consolidated balance sheets as of September 30, 2025 and December 31, 2024. The liability for the excise tax does not impact the unaudited condensed consolidated statements of operations and is offset against additional paid-in capital or accumulated deficit if additional paid-in capital is not available. All interest and penalties related to the non-filing and non-payment of the excise tax liability are recorded within the accompanying unaudited condensed consolidated statements of operations.
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For the three months ended September 30, 2025, the Company recognized $30,772 interest and $nil penalties in connection with the unpaid excise tax. For the nine months ended September 30, 2025, the Company recognized $84,590 in interest and $207,508 in penalties in connection with the unpaid excise tax.
Shares of Common Stock Subject to Possible Redemption
The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s shares of common stock sold in the IPO and as a result of the exercise by the underwriters of their over-allotment option features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, on September 30, 2025 and December 31, 2024, 72,601 and 277,511 shares of common stock subject to possible redemption, respectively, were presented as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated balance sheets.
On March 6, 2023, in connection with the approval of the extension amendment proposal and the trust amendment proposal presented at the March 2023 Special Meeting, holders of 6,756,695 of the Company’s shares of common stock exercised their right to redeem those shares for cash at an approximate price of $10.35 per share, for an aggregate of approximately $69.92 million.
On November 28, 2023, in connection with the approval of the Extension Amendment Proposal and the Trust Amendment Proposal at the November 2023 Special Meeting, holders of 2,180,738 shares of the Company’s common stock exercised their right to redeem those shares for cash at an approximate price of $10.82 per share, for an aggregate of approximately $23.60 million.
In connection with the December 2024 Special Meeting held on December 3, 2024, holders of 2,285,056 shares of the Company’s common stock exercised their right to redeem those shares for cash at an approximate price of $11.77 per share, for an aggregate of approximately $26.89 million. It was later determined that the Company did not withdraw all of the interest from the Trust Account that it was allowed to withdraw to cover income and franchise taxes and, therefore, the December 2024 Payment should have been approximately $11.52 per share. This meant that the December 2024 Extension Redeeming Stockholders were overpaid in the amount of $563,108, approximately $0.25 per share (the “December 2024 Extension Overpayment Amount”).
In connection with the votes at the June 2025 Special Meeting, holders of 204,910 shares of the Company’s common stock exercised their right to redeem those shares for cash at an approximate price of $12.77 per share, for an aggregate of approximately $2.6 million, leaving 72,601 Public Shares outstanding. On July 25, 2025, in connection with the June 2025 Special Meeting, the Company paid redeeming shareholders $2,617,281, approximately $12.77 per share. During a subsequent re-calculation of the price paid to redeeming shareholders, it was determined that the redeeming shareholders should have been paid $2,594,214, approximately $12.66 per share. The Company will make efforts recover the $23,067, $0.11 per share overpayment, however there are no assurances of recovery.
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The difference between the Trust Account balance and the common stock subject to possible redemption as of September 30, 2025 was the amount available to the Company to pay accrued income and franchise taxes. The Company intends to pay the accrued income and franchise taxes upon the earlier of the completion of the business combination or liquidation.
As of September 30, 2025 and December 31, 2024, the shares of common stock subject to possible redemption reflected in the consolidated balance sheets is reconciled in the following table:
| Schedule of Common Stock Subject to Possible Redemption | ||||||||
| Shares | Amount | |||||||
| Common stock subject to possible redemption, December 31, 2023 | 2,562,567 | 27,938,713 | ||||||
| Less: | ||||||||
| Redemptions | (2,285,056 | ) | (26,890,379 | ) | ||||
| Plus: | ||||||||
| Remeasurement of carrying value to redemption value | — | 2,175,180 | ||||||
| Common stock subject to possible redemption, December 31, 2024 | 277,511 | $ | 3,223,514 | |||||
| Plus: | ||||||||
| Remeasurement of carrying value to redemption value | — | 162,099 | ||||||
| Common stock subject to possible redemption, March 31, 2025 | 277,511 | $ | 3,385,613 | |||||
| Plus: | ||||||||
| Remeasurement of carrying value to redemption value | — | 138,638 | ||||||
| Redemptions | (204,910 | ) | (2,594,214 | ) | ||||
| Common stock subject to possible redemption, June 30, 2025 | 72,601 | $ | 930,037 | |||||
| Plus: | ||||||||
| Remeasurement of carrying value to redemption value | — | 20,752 | ||||||
| Redemption adjustments | — | (23,067 | ) | |||||
| Common stock subject to possible redemption, September 30, 2025 | 72,601 | $ | 927,722 | |||||
Net Income (Loss) Per Share of Common Stock
The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share” and uses the two-class method. Net income (loss) per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period. Any remeasurement of the accretion to redemption value of the shares of common stock subject to possible redemption was considered to be dividends paid to the public stockholders.
The Company has one authorized class of common stock. Warrants included in the Units sold in the IPO (the “Public Warrants”) (see Note 3) and warrants included in the Private Placement Units (the “Private Placement Warrants,” together with the Public Warrants, the “warrants”) (see Note 4) to purchase 7,242,000 shares of common stock of the Company at $10.00 per share were issued on December 9, 2021. For the three and nine months ended September 30, 2025 and 2024, no Public Warrants or Private Placement Warrants had been exercised. The 7,242,000 potential shares of common stock underlying the outstanding Public Warrants and Private Placement Warrants to purchase the Company’s shares of common stock were excluded from diluted earnings per share for three and nine months ended September 30, 2025 and 2024 because they are contingently exercisable, and the contingencies have not yet been met. The 319,407 shares of common stock contingent to exercise of convertible notes were excluded from diluted earnings per share for three and nine months ended September 30, 2025 because they are contingently exercisable, and the contingencies have not yet been met. Additionally, the rights are able to be demanded on or any time after the Business Combination, and as the contingency has not been met, the rights are excluded from diluted earnings per share for the three and nine months ended September 30, 2025 and 2024. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of stock.
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The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):
For the Three Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Net loss | $ | (828,384 | ) | $ | (116,747 | ) | ||
| Remeasurement of common stock subject to redemption | (20,752 | ) | (388,406 | ) | ||||
| Net loss including remeasurement of common stock subject to redemption value | $ | (849,136 | ) | $ | (505,153 | ) | ||
| For the Three Months Ended September 30, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| Redeemable | Non-redeemable | Redeemable | Non-redeemable | |||||||||||||
| Basic and diluted net income (loss) per share of common stock | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Allocation of net loss including remeasurement of common stock subject to redemption value | $ | (17,526 | ) | $ | (831,610 | ) | $ | (215,476 | ) | $ | (289,677 | ) | ||||
| Remeasurement of common stock subject to redemption | 20,752 | — | 388,406 | — | ||||||||||||
| Allocation of net loss, as adjusted | $ | 3,226 | $ | (831,610 | ) | $ | 172,930 | $ | (289,677 | ) | ||||||
| Denominator: | ||||||||||||||||
| Basic and diluted weighted average shares outstanding | 72,601 | 3,445,000 | 2,562,567 | 3,445,000 | ||||||||||||
| Basic and diluted net income (loss) per share of common stock | $ | 0.04 | $ | (0.24 | ) | $ | 0.07 | $ | (0.08 | ) | ||||||
| For the Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Net loss | $ | (2,462,010 | ) | $ | (709,239 | ) | ||
| Remeasurement of common stock subject to redemption | (321,489 | ) | (1,284,994 | ) | ||||
| Net loss including remeasurement of common stock subject to redemption value | $ | (2,782,324 | ) | $ | (1,994,233 | ) | ||
| For the Nine Months Ended September 30, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| Redeemable | Non-redeemable | Redeemable | Non-redeemable | |||||||||||||
| Basic and diluted net income (loss) per share of common stock | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Allocation of net loss including remeasurement of common stock subject to redemption value | $ | (144,663 | ) | $ | (2,637,661 | ) | $ | (850,653 | ) | $ | (1,143,580 | ) | ||||
| Remeasurement of common stock subject to redemption | 321,489 | — | 1,284,994 | — | ||||||||||||
| Allocation of net loss, as adjusted | $ | 176,826 | $ | (2,637,661 | ) | $ | 434,341 | $ | (1,143,580 | ) | ||||||
| Denominator: | ||||||||||||||||
| Basic and diluted weighted average shares outstanding | 188,942 | 3,445,000 | 2,562,567 | 3,445,000 | ||||||||||||
| Basic and diluted net income (loss) per share of common stock | $ | 0.94 | $ | (0.77 | ) | $ | 0.17 | $ | (0.33 | ) | ||||||
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Accounting for Warrants
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. The Company accounts for the warrants issued in connection with the Company’s IPO in accordance with the guidance contained in ASC 815 under which the public warrants meet the criteria for equity treatment and the private warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the private warrants as liabilities at their fair value and adjust the private warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed consolidated statements of operations. The fair value of the warrants was estimated using a binomial lattice model.
Recent Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASC 2023-07 for the year ended December 31, 2024.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management is still evaluating the impact of ASU 2023-09 on its unaudited condensed consolidated financial statements.
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Note 3 — Initial Public Offering and Over-allotment
Pursuant to the IPO and the underwriters’ exercise of the over-allotment option in December 2021, the Company sold an aggregate of 11,500,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of common stock, one redeemable warrant (each, a “Public Warrant” and collectively, the “Public Warrants”) and one right (each a “Public Right” and collectively, the “Public Rights”). Each Public Warrant entitles its holder to purchase one-half (1/2) of one share of common stock at a price of $11.50 per share, subject to adjustment. Each Public Right entitles the holder to receive one-tenth (1/10) of one share of common stock at the closing of a Business Combination (see Note 9).
Note 4 — Private Placement
On December 9, 2021 and December 13, 2021, simultaneously with the consummation of the IPO and the underwriters’ exercise of their over-allotment option, the Company consummated the issuance and sale (“Private Placement”) of 570,000 Private Placement Units in a private placement transaction at a price of $10.00 per Private Placement Unit, generating gross proceeds of $5,700,000. Each whole Private Placement Unit consists of one share, one warrant (each a “Private Placement Warrant” and collectively the “Private Placement Warrants”) and one right to receive one-tenth (1/10) of one share of common stock at the closing of a Business Combination. Each whole Private Placement Warrant will be exercisable to purchase one-half of one share of common stock at a price of $11.50 per share. A portion of the proceeds from the Private Placement Units were added to the proceeds from the IPO to be held in the Trust Account.
Note 5 — Related Party Transactions
Founder Shares
On August 19, 2021, the sponsor purchased 2,875,000 shares (the “Founder Shares”) of the Company’s common stock, par value $0.001, for an aggregate price of $25,000. The Founder Shares are subject to certain transfer restrictions, as described in Note 9.
The Initial Stockholders have agreed, subject to limited exceptions, that 50% of these shares will not be transferred, assigned, sold or released from escrow until the earlier of six months after the date of the consummation of the Company’s initial Business Combination and the date on which the closing price of the Company’s common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after its initial Business Combination and the remaining 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until six months after the date of the consummation of the Company’s initial Business Combination, or earlier, in either case, if, subsequent to the Company’s initial Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Private Placement
Simultaneously with the closing of the IPO, the Company consummated the sale of 570,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement to Public Gold Marketing Sdn. Bhd., a Malaysian private limited company, a related party generating gross proceeds of $5,700,000, which is described in Note 4.
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Related Party Loans
In order to finance transaction costs in connection with a Business Combination, the sponsor or an affiliate of the sponsor, or certain officers or directors of the Company may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Placement Units. As of September 30, 2025 and December 31, 2024, there were no Working Capital Loans outstanding.
The Company entered into promissory notes with Public Gold Marketing Sdn. Bhd., which is considered a related party due to a familial relationship between the controlling member of the sponsor and a 95% shareholder of Public Gold Marketing Sdn. Bhd. The promissory notes bear an interest of 6% per annum and repayable upon consummation of an initial Business Combination (Note 7).
Support Services
The Company previously entered into an administrative services agreement pursuant to which the Company agreed to pay its sponsor a total of $10,000 per month for office space, administrative and support services. On September 30, 2023, the Company terminated the administrative services agreement. As a result, the Company is no longer be required to pay the sponsor $10,000 monthly since September 30, 2023.
As of September 30, 2025 and December 31, 2024, $217,000 had been accrued under this arrangement and shown under “Due to affiliate” in the accompanying consolidated balance sheets.
Advances
On each of September 5, 2023, September 29, 2023 and November 7, 2023, an affiliate of the Company’s sponsor advanced $130,000 to the Company, for a total advance of $390,000. On March 6, 2025, the Company’s chief executive officer deposited $60,000 into the Trust Account. On March 24, 2025, the $390,000 advance was amended to include a conversion option and as of September 30, 2025, as described below, as a result of which, the $390,000 advance was included in “Convertible note - related party, net of debt discount” on the accompanying consolidated balance sheets. The $60,000 advance to fund trust extension deposits was reflected in “Due to affiliate” on the consolidated balance sheets as of September 30, 2025 and December 31, 2024.
On March 24, 2025, the Company, PubCo and the affiliate of the Company’s sponsor entered into an agreement, pursuant to which the parties agreed that $390,000 of the advances received from the affiliate of the Company’s sponsor shall be converted into ordinary shares of PubCo at the time of the Closing, at a conversion price of $10.00 per share. The Company used extinguishment accounting for the amendment and recorded the difference between the initial principal amount of the promissory note in the amount of $390,000 and the fair value of the amended note as of the date of the amendment in the amount of $329,809, which resulted in a gain on modification of terms of the promissory note and advances from affiliate of $60,191. The Company recorded a gain on debt distinguishment in the equity due to it was a related party loan. The new debt was recorded at fair value with the difference between the face value and the fair value was accreted over the remaining term of the note, which was expected to be September 15, 2025. For the three and nine months ended September 30, 2025, $25,261 and $60,191 amortization of debt discount was recorded as interest expenses on the accompanying unaudited consolidated statement of operations. As of September 30, 2025, the net amount of the note, $390,000, was included in “Convertible notes - related party, net of debt discount” on the Company’s consolidated balance sheet. Upon closing of the Business Combination on October 28, 2025, the $390,000 advances were converted into 39,000 shares of Pubco’s ordinary shares.
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Note 5 — Related Party Transactions (Cont’d)
The Company developed a Probability Weighted Expected Return Model (“PWERM”) to estimate the fair value of “Convertible note - related party, net of debt discount” as of the date of the amendment of the terms of the initial promissory note were made.
The following table presents the quantitative information regarding assumptions used in the valuation of “Convertible note - related party, net of debt discount,” which was determined principally by reference to the fair value of the underlying shares. Assumptions used to estimate the fair value of the underlying shares are as follows:
| March 24, 2025 | ||||
| Closing stock price | $ | 12.00 | ||
| Expected time to liquidity | 0.32 years | |||
| Risk free rate | 4.31 | % | ||
| Volatility | 29.6 | % | ||
Note 6 — Commitments and Contingencies
Registration Rights
The holders of Founder Shares, Private Placement Units and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares into shares of common stock) pursuant to a registration rights agreement signed on the date of the prospectus for the IPO. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriters were paid a cash underwriting discount of $0.20 per unit on the offering including the Units issued with the underwriter’s exercise of their over-allotment option, or $2,300,000 in the aggregate at the closing of the IPO. In addition, the underwriters are entitled to deferred underwriting discounts of $0.35 per unit, or $4,025,000 from the closing of the IPO and the exercise of the over-allotment option. On May 22, 2025, the Company, Alps Holdco and the underwriter entered into an Amendment & Acknowledgement of Engagement Letter and Underwriting Agreement (the “Amendment & Acknowledgement”), in relation to an aggregate of $5,025,000 (the “Fee Amount”) the underwriter will be entitled to receive at the closing of the business combination of the Company and Alps Holdco, comprising of $4,025,000 of deferred underwriting commission and $1,000,000 of M&A fee. The Amendment & Acknowledgement provides that certain shareholders of Alps Holdco will transfer 4,187,500 Alps Holdco Shares to Chardan immediately prior to the consummation of the business combination and such transfer shall be treated as full satisfaction of the Company’s obligation to pay the Fee Amount; provided that the business combination is consummated no later than July 31, 2025, or such other date as may be mutually agreed determined by the parties. Upon closing of the Business Combination, shareholders of Alps Holdco transferred 4,187,500 Alps Holdco Shares to Chardan, thereby fully satisfying the Company’s obligation to pay the Fee Amount.
Note 7 — Promissory Notes – Related Party
On March 3, 2023, the Company entered into a promissory note subscription term sheet with Public Gold Marketing Sdn. Bhd. for an amount of $390,000 for the purpose of extension fees payment. The promissory note bears an interest of 6% per annum and repayable upon consummation of an initial Business Combination. As of September 30, 2025, the full $390,000 had been borrowed and no amount was available under this note for borrowing.
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Note 7 — Promissory Notes – Related Party (Cont’d)
On March 23, 2023, the Company entered into a promissory note subscription term sheet with Public Gold Marketing Sdn. Bhd. for an amount of up to $250,000 for working capital needs. The promissory note bears an interest of 6% per annum and repayable upon consummation of an initial Business Combination. As of September 30, 2025, the full $250,000 had been borrowed and no amount was available under this note for borrowing.
On June 2, 2023, the Company entered into a promissory note subscription term sheet with Public Gold Marketing Sdn. Bhd. for an amount of up to $700,000 for working capital needs. The promissory note bears an interest of 6% per annum and repayable upon consummation of an initial Business Combination. As of September 30, 2025, the full $700,000 had been borrowed and no amount was available under this note for borrowing.
On October 13, 2023, the Company entered into a promissory note subscription term sheet with Public Gold Marketing Sdn. Bhd. for an amount of $250,000 for the purpose of working capital. The promissory note bears an interest of 6% per annum and repayable upon consummation of an initial Business Combination. As of September 30, 2025, the full $250,000 had been borrowed and no amount was available under this note for borrowing.
On December 8, 2023, the Company entered into a promissory note subscription term sheet with Public Gold Marketing Sdn. Bhd. for an amount of $110,000 for the purpose of working capital. The promissory note bears an interest of 6% per annum and repayable upon consummation of an initial Business Combination. As of September 30, 2025, the full $110,000 had been borrowed and no amount was available under this note for borrowing.
On January 5, 2024, the Company entered into a promissory note subscription term sheet with Public Gold Marketing Sdn. Bhd. for an amount of $250,000 for the purpose of working capital. The promissory note bears an interest of 6% per annum and repayable upon consummation of an initial Business Combination. As of September 30, 2025, the full $250,000 had been borrowed and no amount was available under this note for borrowing.
On January 25, 2024, the Company entered into a promissory note subscription term sheet with Public Gold Marketing Sdn. Bhd. for an amount of $300,000 for the purpose of working capital. The promissory note bears an interest of 6% per annum and repayable upon consummation of an initial Business Combination. As of September 30, 2025, the full $300,000 had been borrowed and no amount was available under this note for borrowing.
On February 22, 2024, the Company entered into a promissory note subscription term sheet with Public Gold Marketing Sdn. Bhd. for an amount of $300,000 for the purpose of working capital. The promissory note bears an interest of 6% per annum and repayable upon consummation of an initial Business Combination. As of September 30, 2025, the full $300,000 had been borrowed and no amount was available under this note for borrowing.
On April 4, 2024, the Company entered into a promissory note subscription term sheet with Public Gold Marketing Sdn. Bhd. for an amount of $300,000 for the purpose of working capital. The promissory note bears an interest of 6% per annum and repayable upon consummation of an initial Business Combination. As of September 30, 2025, the full $300,000 had been borrowed and no amount was available under this note for borrowing.
On June 5, 2024, the Company entered into a promissory note subscription term sheet with Public Gold Marketing Sdn. Bhd. for an amount of $400,000 for the purpose of working capital. The promissory note bears an interest of 6% per annum and repayable upon consummation of an initial Business Combination. As of September 30, 2025, the full $400,000 had been borrowed and no amount was available under this note for borrowing.
On August 14, 2024, the Company entered into a promissory note subscription term sheet with Public Gold Marketing Sdn. Bhd. for an amount of $300,000 for the purpose of working capital. The promissory note bears an interest of 6% per annum and repayable upon consummation of an initial Business Combination. As of September 30, 2025, the full $300,000 had been borrowed and no amount was available under this note for borrowing.
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Note 7 — Promissory Notes – Related Party (Cont’d)
On October 3, 2024, the Company entered into a promissory note subscription term sheet with Public Gold Marketing Sdn Bhd for an amount of $300,000 for the purpose of working capital. The promissory note bears an interest of 6% per annum and repayable upon consummation of an initial Business Combination. As of September 30, 2025, the full $300,000 had been borrowed and no amount was available under this note for borrowing.
On December 9, 2024, the Company entered into a promissory note subscription term sheet with Public Gold Marketing Sdn Bhd for an amount of $350,000 for the purpose of working capital. The promissory note bears an interest of 6% per annum and repayable upon consummation of an initial Business Combination. As of September 30, 2025, the full $350,000 had been borrowed and no amount was available under this note for borrowing.
On September 26, 2025, the Company entered into a promissory note subscription term sheet with Public Gold Marketing Sdn Bhd for an amount of $170,000 for the purpose of working capital. The promissory note bears an interest of 6% per annum and repayable upon consummation of an initial Business Combination. As of September 30, 2025, the full $170,000 had been borrowed and no amount was available under this note for borrowing.
For the three and nine months ended September 30, 2025, the above-mentioned notes have incurred $64,001 and $188,964 of interest and were reflected in the promissory note balance on the consolidated balance sheets and on the unaudited condensed consolidated statements of operations in other income, respectively. For the three and nine months ended September 30, 2024, the above-mentioned notes have incurred $51,814 and $128,811 of interest and were reflected in the promissory note balance on the consolidated balance sheets and on the consolidated statement of operations in other income, respectively. As of September 30, 2025 and December 31, 2024, the total principal and interest amount borrowed against the promissory notes was $4,804,421 and $4,507,595, respectively.
On March 6, 2025, the Company, PubCo and Public Gold Marketing Sdn Bhd entered into an agreement, pursuant to which the parties agreed that $2 million of the outstanding balance under the promissory notes shall be due and payable in cash within 60 days from the date of the closing of the transactions (the “Transactions”) contemplated by the Merger Agreement (the “Closing”), and the remaining balance under the promissory notes shall be converted into ordinary shares of PubCo at the time of Closing, at a conversion price of $10.00 per share.
The Company used extinguishment accounting for the amendment and recorded the difference between the initial principal amount of the promissory note in the amount of $4,491,025 and the fair value of the amended note as of the date of the amendment in the amount of $3,610,369, which resulted in a gain on modification of terms of promissory notes and advances from affiliate of $880,656. The Company recorded a gain on debt distinguishment in the equity due to it was a related party loan. The new debt was recorded at fair value with the difference between the face value and the fair value was accreted over the remaining term of the note, which was expected to be September 15, 2025. For the three and nine months ended September 30, 2025, $303,725 and $880,656 amortization of debt discount was recorded as interest expenses on the accompanying unaudited consolidated statement of operations.
The net amount of the note was $4,804,421, which included $170,000 additional note issued on September 26, 2025 and $143,398 of additional interest expense incurred after March 6, 2025 through September 30, 2025, and was included in “Convertible notes - related party, net of debt discount” on the Company’s consolidated balance sheet as of September 30, 2025.
Upon closing of the Business Combination on October 28, 2025, 280,395 Pubco ordinary shares were issued to Public Gold Marketing Sdn Bhd, reflecting the settlement of $2,804,421 balance of the convertible notes issued to Public Gold Marketing Sdn Bhd. Pubco and Public Gold Marketing Sdn Bhd have mutually agreed to revise the repayment schedule, pursuant to which PubCo is obligated to make cash payment totaling $2,000,000 to Public Gold Marketing Sdn Bhd, comprising $1,000,000 paid on December 31, 2025 and a further $1,000,000 payable on or before March 20, 2026. On December 31, 2025, Pubco paid $1,000,000 to Public Gold Marketing Sdn Bhd. Up to the date the consolidated financial statements were issued, there are $1,000,000 still outstanding under the notes issued to Public Gold Marketing Sdn Bhd.
| 21 |
Note 7 — Promissory Notes – Related Party (Cont’d)
The Company developed PWERM to estimate the fair value of “Convertible note - related party, net of debt discount” as of the date the amendment of the terms of the initial promissory note were made.
The following table presents the quantitative information regarding assumptions used in the valuation of “Convertible note - related party, net of debt discount,” which was determined principally by reference to the fair value of the underlying shares. Assumptions used to estimate the fair value of the underlying shares are as follows:
| March 6, 2025 | ||||
| Closing stock price | $ | 12.00 | ||
| Expected time to liquidity | 0.37 years | |||
| Risk free rate | 4.31 | % | ||
| Volatility | 27.7 | % | ||
Note 8 — Promissory Note - Third Party
On March 25, 2025, May 27, 2025, and August 11, 2025, the Company entered into three promissory notes with Dr. Tham Seng Kong, who is one of the parties of the Merger Agreement, for $300,000, $350,000 and $250,000 respectively, for the purpose of working capital. The promissory notes are non-interest bearing and repayable upon consummation of an initial Business Combination. As of September 30, 2025, $720,000 had been borrowed under the promissory notes.
On October 13, 2025, the Company entered into an additional promissory note with Dr. Tham Seng Kong, for $130,000, for the purpose of working capital. The promissory note is non-interest bearing and repayable upon consummation of an initial Business Combination.
Up to the date the unaudited consolidated financial statements were issued, $1,020,000 had been borrowed under the promissory notes issued to Dr. Tham Seng Kong and remained unpaid.
Note 9 — Stockholders’ Deficit
Common stock
The Company is authorized to issue 500,000,000 shares of common stock with a par value of $0.001 per share. As of September 30, 2025 and December 31, 2024, there were 3,445,000 (excluding 72,601 and 277,511 shares of common stock subject to possible redemption, respectively) shares of common stock issued and outstanding.
Upon Closing of the merger with Pubco on October 28, 2028, 59,966 shares of common stock were redeemed, leaving 12,635 public common stock converted to PubCo ordinary share on one-for-one basis.
Warrants:
As of September 30, 2025 and December 31, 2024, the Company had 11,500,000 Public Warrants and 570,000 Private Placement Warrants outstanding.
| 22 |
Note 9 — Stockholders’ Deficit (Cont’d)
The Public Warrants are accounted for as equity instruments in the Company’s unaudited condensed consolidated financial statements. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of the completion of an initial Business Combination and will expire five years after the completion of an initial Business Combination, or earlier upon redemption. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.
Redemption of warrants when the price per common stock equals or exceeds $16.50
Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the private placement warrants):
| ● | in whole and not in part; | |
| ● | at a price of $0.01 per warrant; | |
| ● | upon a minimum of 30 days’ prior written notice of redemption, which the Company refers to as the “30-day redemption period”; and | |
| ● | if, and only if, the last reported sale price (the “closing price”) of our common stock equals or exceeds $16.50 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants”) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of common stock is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.
The Private Placement Warrants are substantially in the same form as the Public Warrants, except they (i) will be exercisable either for cash or on a cashless basis at the holder’s option pursuant and (ii) will not be redeemable by the Company, in either case as long as the Private Placement Warrants are held by the initial purchasers or any of their permitted transferees (as prescribed in the Subscription Agreement, dated December 6, 2021, by and between the Company and Public Gold Marketing Sdn. Bhd.). Once a Private Placement Warrant is transferred to a holder other than a permitted transferee, it shall be treated as a Public Warrant for all purposes. Due to these terms the Private Warrants are required to be liability classified.
The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances, including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of the warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.
| 23 |
Note 9 — Stockholders’ Deficit (Cont’d)
In addition, if the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.50 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates Business Combination (such price, the “Market Value”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 165% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional common stock or equity-linked securities.
Rights
Except in cases where the Company is not the surviving company in a Business Combination, each holder of a Public Right will automatically receive one-tenth of one share of common stock upon consummation of a Business Combination, even if the holder of a Public Right converted all shares held by him, her or it in connection with a Business Combination or an amendment to the Company’s Certificate of Incorporation with respect to its pre-business combination activities. In the event that the Company will not be the surviving company upon completion of a Business Combination, each holder of a Public Right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth of a share underlying each Public Right upon consummation of the Business Combination.
The Company will not issue fractional shares in connection with an exchange of Public Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware General Corporation Law. As a result, the holders of the Public Rights must hold rights in multiples of 10 in order to receive shares for all of the holders’ rights upon closing of a Business Combination.
Note 10 — Fair Value Measurements
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability.
As of September 30, 2025 and December 31, 2024, the assets held in the Trust Account were held in cash.
| 24 |
Note 10 — Fair Value Measurements (Cont’d)
The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.
| Quoted Prices in Active Markets | Significant Other Observable Inputs | Significant Other Unobservable Inputs | ||||||||||||||
| Level | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
| September 30, 2025 | ||||||||||||||||
| Liabilities: | ||||||||||||||||
| Warrant Liabilities- Private Warrants | 2 | $ | — | $ | 28,500 | $ | — | |||||||||
| December 31, 2024 | ||||||||||||||||
| Liabilities: | ||||||||||||||||
| Warrant Liabilities- Private Warrants | 2 | $ | — | $ | 2,736 | $ | — | |||||||||
As of September 30, 2025 and December 31, 2024, the Private Placement Warrants were valued using the observable price for the public warrant as a benchmark, as a result of which, the fair value of the Private Placement Warrant liability was classified as Level 2.
The following table presents the changes in the fair value of warrant liabilities for the three and nine months ended September 30, 2025 and 2024:
| Private Placement Warrants | ||||
| Fair value as of January 1, 2025 | $ | 2,736 | ||
| Change in valuation inputs or other assumptions | 1,539 | |||
| Fair value as of March 31, 2025 | $ | 4,275 | ||
| Change in valuation inputs or other assumptions | 18,525 | |||
| Fair value as of June 30, 2025 | $ | 22,800 | ||
| Change in valuation inputs or other assumptions | 5,700 | |||
| Fair value as of September 30, 2025 | $ | 28,500 | ||
| Private Placement Warrants | ||||
| Fair value as of January 1, 2024 | $ | 1,881 | ||
| Change in valuation inputs or other assumptions | 11,799 | |||
| Fair value as of March 31, 2024 | $ | 13,680 | ||
| Change in valuation inputs or other assumptions | 14,820 | |||
| Fair value as of June 30, 2024 | $ | 28,500 | ||
| Change in valuation inputs or other assumptions | (14,250 | ) | ||
| Fair value as of September 30, 2024 | $ | 14,250 | ||
Note 11 — Segment Information
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the CODM, or group, in deciding how to allocate resources and assess performance.
The Company is a blank check company formed for the purpose of effecting a Business Combination. As of September 30, 2025, the Company had not commenced any operations. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO, which are held in Trust Account, and non-operating income or expense from the changes in the fair value of warrant liability and Capital Contribution Note, which are not considered measures of financial performance used by the CODM.
| 25 |
Note 11 — Segment Information (Cont’d)
The Company’s CODM has been identified as the Chief Executive Officer, who reviews the consolidated operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating segment. The CODM does not review assets, which primarily consists of cash held in the Trust Account, in evaluating the results of the Company, and therefore, such information is not presented.
When evaluating the Company’s primary measure of performance and making key decisions, by the CODM, regarding resource allocation, the CODM reviews several key metrics, which include the following:
| For the Three Months Ended | ||||||||
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| Professional service fee in connection with Business Combination | $ | (45,828 | ) | $ | (69,446 | ) | ||
| Franchise tax expense | (93,600 | ) | (50,000 | ) | ||||
| Other general and administrative expenses and tax expenses | (254,596 | ) | (218,144 | ) | ||||
| Total operating expenses | $ | (394,023 | ) | $ | (337,590 | ) | ||
| Income on cash held in Trust Account | $ | 14,218 | $ | 349,494 | ||||
| For the Nine Months Ended | ||||||||
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| Professional service fee in connection with Business Combination | $ | (221,156 | ) | $ | (222,449 | ) | ||
| Franchise tax expense | (127,200 | ) | (100,000 | ) | ||||
| Other general and administrative expenses and tax expenses | (683,350 | ) | (1,081,885 | ) | ||||
| Total operating expenses | $ | (1,031,706 | ) | $ | (1,404,334 | ) | ||
| Income on cash held in Trust Account | $ | 80,554 | $ | 1,036,806 | ||||
The key measures of segment profit or loss reviewed by our CODM are interest earned on investment in the Trust Account and the formation and operating expenses. The CODM reviews interest earned on investment in the Trust Account to measure and monitor stockholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. Within the operating expenses, the CODM specifically reviews professional service fees in connection with the Business Combination, which are a significant segment expense, and include legal fees, and advisory fees, as these represent significant costs affecting the Company’s consummation of the Business Combination. Other operating expenses, including accounting expenses, printing expenses, and regulatory filing fees, are reviewed in aggregate to ensure alignment with budget and contractual obligations. These expenses are monitored to manage and forecast cash available to complete a business combination within the required period.
Note 12 — Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review the Company did not identify any subsequent events, other than the below, that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.
On October 13, 2025, the Company entered into an additional promissory note with Dr. Tham Seng Kong, for the amount of $130,000, for the purpose of working capital. The promissory note is non-interest bearing and repayable upon consummation of an initial Business Combination.
Up to the date the unaudited consolidated financial statements were issued, $1,020,000 had been borrowed under the promissory notes issued to Dr. Tham Seng Kong and remained unpaid.
On October 28, 2025, the Company closed the merger with Pubco as described in Note 1.
Pubco and Public Gold Marketing Sdn Bhd have mutually agreed to revise the repayment schedule set forth in the Agreement dated March 7, 2025, pursuant to which, PubCo is obligated to make cash payment totaling $2,000,000 to Public Gold Marketing Sdn Bhd, comprising $1,000,000 paid on December 31, 2025 and a further $1,000,000 payable on or before March 20, 2026. On December 31, 2025, Pubco paid $1,000,000 to Public Gold Marketing Sdn Bhd. Up to the date the consolidated financial statements were issued, there are $1,000,000 still outstanding under the notes issued to Public Gold Marketing Sdn Bhd.
| 26 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Unless the context otherwise requires, all references in this section to the “Company,” “Alps Group,” “we,” “us” or “our” refer to the business of Alps Life Sciences Inc, Alps Global Holding Berhad and its subsidiaries prior to the Closing.
You should read the following discussion and analysis of our financial condition and results of operations together with the historical audited consolidated financial statements as of and for the years ended March 31, 2025 and 2024. Some of the information contained in this discussion and analysis, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those set forth under the “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” sections and elsewhere in this prospectus, our actual results may differ materially from those anticipated in these forward-looking statements.
Overview
Alps Life Sciences Inc (“Alps Holdco”) is an exempted company incorporated in the Cayman Islands with limited liability, and Alps Global Holding Berhad (“Alps”) is a public limited company incorporated in Malaysia on April 14, 2017. Alps became the wholly-own subsidiary of Alps Holdco in July 2024. Alps’ primary objective is to evolve into a fully integrated bench-to-bedside platform encompassing biotechnology research, medical services, and wellness solutions. Alps’ principal activities are research and development in various biotechnology-related products and services, with a focus on the use of precision and preventive medicine.
Alps intends to take a targeted approach to addressing challenges in the biotech and healthcare sector in ASEAN. Its efforts focus on the following areas:
| ● | Transitioning scientific discoveries into commercially viable products and treatments, thereby improving access to healthcare solutions. | |
| ● | Enhancing research capabilities by facilitating the development of infrastructure and establishing dependable supply chains to support innovation. | |
| ● | Implementing programs to recruit, train, and retain skilled professionals in specialized biotech disciplines. | |
| ● | Enabling collaboration among startups, corporations, and research institutions to build cohesive ecosystems that support growth. | |
| ● | Addressing funding gaps for early-stage research and development by working to reduce risk perceptions and facilitating investment opportunities. |
| 1 |
Financial Operations Overview
The following table summarizes our consolidated results of operations for the period ended September 30, 2025:
Six months period ended September 30, 2025 | Six months period ended September 30, 2024 | Year ended March 31, 2025 | Year ended March 31, 2024 | |||||||||||||
| (Unaudited) | (Unaudited) | (Audited) | (Audited) | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| Revenue | 2,199,845 | 1,829,681 | 3,371,037 | 2,403,552 | ||||||||||||
| Cost of sales | (1,668,192 | ) | (905,382 | ) | (2,069,772 | ) | (1,804,622 | ) | ||||||||
| Gross profit | 531,653 | 924,299 | 1,301,265 | 598,930 | ||||||||||||
| Other operating income | 2,732 | 20,468 | 31,405 | 49,977 | ||||||||||||
| Distribution expenses | (55,367 | ) | (174,794 | ) | (273,487 | ) | (160,855 | ) | ||||||||
| Administrative expenses | (1,176,879 | ) | (1,486,992 | ) | (2,400,790 | ) | (1,929,680 | ) | ||||||||
| Other operating expenses | (564,608 | ) | (507,856 | ) | (1,128,526 | ) | (917,524 | ) | ||||||||
| Share of results of associates | 19,418 | 33,456 | (10,760 | ) | 3,421 | |||||||||||
| (1,243,051 | ) | (1,191,419 | ) | (2,480,893 | ) | (2,355,731 | ) | |||||||||
| Finance costs | (28,623 | ) | (17,141 | ) | (48,283 | ) | (42,844 | ) | ||||||||
| Loss before income tax | (1,271,674 | ) | (1,208,560 | ) | (2,529,176 | ) | (2,398,575 | ) | ||||||||
| Income tax (expense)/credit | (69,140 | ) | (53,471 | ) | (95,562 | ) | 7,414 | |||||||||
| Loss for the financial period/year | (1,340,814 | ) | (1,262,031 | ) | (2,624,738 | ) | (2,391,161 | ) | ||||||||
| Other comprehensive income, net of income tax | ||||||||||||||||
| Foreign currency translation | 31,423 | 138,348 | 57,830 | (121,298 | ) | |||||||||||
| Unrealised gain from change in fair value of other investment | 4,789,639 | - | - | - | ||||||||||||
| Total comprehensive gain/(loss) for the financial period/year | 3,480,248 | (1,123,683 | ) | (2,566,908 | ) | (2,512,459 | ) | |||||||||
| Loss for the financial period/year attributable to: | ||||||||||||||||
| Owners of the Company | (42,541 | ) | (1,170,942 | ) | (2,513,573 | ) | (2,304,026 | ) | ||||||||
| Non-controlling interests | (1,298,273 | ) | (91,089 | ) | (111,165 | ) | (87,135 | ) | ||||||||
| (1,340,814 | ) | (1,262,031 | ) | (2,624,738 | ) | (2,391,161 | ) | |||||||||
Revenue
Six months period ended September 30, 2025 | Six months period ended September 30, 2024 | Year ended March 31, 2025 | Year ended March 31, 2024 | |||||||||||||
| (Unaudited) | (Unaudited) | (Audited) | (Audited) | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| Cellular therapy | 54,254 | 278,242 | 586,440 | 407,443 | ||||||||||||
| Medical testing, laboratory and aesthetics beauty services | 1,747,886 | 1,322,845 | 2,617,110 | 1,755,910 | ||||||||||||
| Consultation fee | 48,687 | 219,496 | 157,467 | 232,173 | ||||||||||||
| Sales of medicine and healthcare product | 349,018 | 9,098 | 10,020 | 8,026 | ||||||||||||
| 2,199,845 | 1,829,681 | 3,371,037 | 2,403,552 | |||||||||||||
The increase in revenue of $370,164 for the six months period ended September 30, 2025 comparing to corresponding period was mainly due to the increase in medical testing, laboratory and aesthetics beauty services of $425,041 and increase in sales of medicine and healthcare products of $339,920, which were partially offset with the decrease in cellular therapy revenue of $223,988 and consultation fee income of $170,809.
For the financial year ended March 31, 2025, Alps Group recorded a revenue growth of 40.3%, with total revenue increasing from $2,403,522 in financial year ended March 31, 2024 to $3,371,037 in financial year ended March 31, 2025. This growth was primarily attributable to the revenue increase in medical testing, laboratory, and aesthetics beauty services segment, delivering a 49% year-on-year revenue increase, which added approximately $861,200 to total revenue.
In parallel, the cellular therapy segment recorded revenue growth of 43.93%, contributing an additional $178,997 compared to the previous financial year. Revenue from sales of medicine and healthcare products grew by 25%. Conversely, consultation fee income declined by 32.1%, primarily due to bundled packages whereby individual consultations are no longer charged separately
| 2 |
Revenue (Cont’d)
In the near future, we expect to continue to derive the majority of our revenues from the provision of medical testing, laboratory and aesthetics beauty services as we continue to advance our product candidates through and beyond the pre-clinical phase.
Cost of sales
Six months period ended September 30, 2025 | Six months period ended September 30, 2024 | Year ended March 31, 2025 | Year ended March 31, 2024 | |||||||||||||
| (Unaudited) | (Unaudited) | (Audited) | (Audited) | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| Cost of inventories | 499,279 | 182,216 | 585,298 | 833,774 | ||||||||||||
| Direct labour costs | 83,772 | 178,262 | 334,686 | 432,315 | ||||||||||||
| Profit sharing on aesthetic services | 1,015,211 | 458,923 | 1,085,830 | 522,066 | ||||||||||||
| Cellular therapy cost | 69,341 | 70,776 | 59,354 | 15,499 | ||||||||||||
| Research expenses | - | 15,065 | - | - | ||||||||||||
| Others | 589 | 140 | 4,604 | 968 | ||||||||||||
| 1,668,192 | 905,382 | 2,069,772 | 1,804,622 | |||||||||||||
Alps’ cost of sales includes cost of inventories for services performed and products sold, personnel-related expenses, profit sharing on hair implant, bone joint, aesthetic and men’s health services, cellular therapy cost and others as shown in the table above.
The overall increase in cost of sales for the six months period ended September 30, 2025 of $762,810 comparing to corresponding period was mainly due to the increase in profit sharing on hair implant, bone joint, aesthetic and men’s health services of $556,288 and the increase in cost of inventories of $317,063, which were partially offset by the decrease in direct labour costs of $94,490 and other costs of $16,051. The overall increase in cost of sales was in line with the growth of revenue which was driven mainly from the provision of testing, laboratory and aesthetics beauty services.
For the financial year ended March 31, 2025, Alps Group’s cost of sales increased by 14.7% to $2,069,772, compared to $1,804,622 in the previous financial year. The increase was primarily attributable to a 108% rise in profit sharing related to aesthetic and related products and services which amounted to $1,085,830.
Notably, this increase was partially offset by cost optimization initiatives across various areas. Inventory costs declined by 29.8% (a reduction of $248,476), while direct labor expenses declined by 22.6% (a reduction of $97,629). These improvements demonstrate Alps Group’s continued efforts to enhance operational efficiency. Consequently, Alps Group’s gross profit increased from $598,930 to $1,301,265, representing a 117% increase. The higher cost of sales was attributable to the increase in gross profit.
Alps Wellness Centre Sdn. Bhd. (“Alps Wellness”) has entered into multiple agreements with three (3) partners to provide specialized medical and aesthetic services. Alps Wellness entered into a Memorandum of Agreement dated November 1, 2023 (the “MoA”) with Advanced Hair Transplant Specialist Sdn. Bhd. (“Advanced Hair”), under which Advanced Hair agreed to provide hair transplant, mesotherapy, and hair filler services using Alps Wellness’s facilities and equipment. Pursuant to the MoA, Alps Wellness is responsible in providing the facilities and financial support, while Advanced Hair will deliver the services and conduct marketing efforts. The agreement is valid for two years, from November 1, 2023, to October 31, 2025, with an option for extension. Profits, after deducting the cost of goods sold, will be distributed with 40% to Alps Wellness and 60% to Advanced Hair.
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Cost of sales (Cont’d)
Alps Wellness has also entered into a Memorandum of Understanding dated November 21, 2023 (the “MOU”) with Advanced Bone Joints Health Centre Sdn. Bhd. (“ABJHC”), under which ABJHC agreed to provide bone joint care and physiotherapy services, including orthopedic consultations, physical therapy, joint injections, pain management, spinal care, osteoporosis management, nutritional counseling, wellness programs, patient education, and telehealth services, using Alps Wellness’s facilities and equipment. Alps Wellness will provide the facilities, financial support for equipment, and rent-free clinic space, while ABJHC will deliver professional services, provide skilled staff, and conduct marketing efforts. The MOU is effective for two years, from November 21, 2023, to November 20, 2025, with an option for extension. Profits, after deducting expenses such as marketing and cost of goods sold, will be allocated with 29.8% to Alps Wellness and 70% to ABJHC.
Additionally, Alps Wellness is a party to a Memorandum of Agreement dated December 1, 2023 (the “MOA”) with Advanced Aesthetic Specialist Sdn. Bhd. (“AAS”), pursuant to which AAS agreed to provide aesthetic services, including beauty, skin, hair, and body treatments, using Alps Wellness’s facilities and equipment. Alps Wellness will provide the facilities, financial support for equipment, and collect payments directly from clients, while AAS will refer clients to Alps Wellness and deliver professional services. The MOA is valid for two years, from December 1, 2023, to November 30, 2025, with an option for extension. Profits, after deducting expenses such as marketing and cost of goods sold, will be shared between Alps Wellness and AAS in the proportion of 40% and 60% respectively.
These agreements establish collaborative partnerships between Alps Wellness and its partners, with clear roles, responsibilities, and profit-sharing arrangements for the provision of specialised medical and aesthetic services. Alps generates revenues through the provision of aesthetic services, including hair implants, to support its overall business and also to enable Alps to reinvest in its research and development initiatives. As of the date of this registration statement, these agreements have expired, and the parties have, in principle, agreed to renew the agreements and are currently negotiating extensions or renewal arrangements to continue these collaborative activities.
Other Operating Income
Six months period ended September 30, 2025 | Six months period ended September 30, 2024 | Year ended March 31, 2025 | Year ended March 31, 2024 | |||||||||||||
| (Unaudited) | (Unaudited) | (Audited) | (Audited) | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| Refund of research fees | - | - | - | 48,457 | ||||||||||||
| Refund of HR software | - | - | 6,224 | - | ||||||||||||
| Sundry income | 85 | 20,468 | 6,720 | 1,305 | ||||||||||||
| Wages subsidy | - | - | 7,114 | - | ||||||||||||
| Realized foreign exchange gain | 2,647 | - | 11,347 | - | ||||||||||||
| Gain on disposal of investment | - | - | - | 215 | ||||||||||||
| 2,732 | 20,468 | 31,405 | 49,977 | |||||||||||||
Other operating income for the six months period ended September 30, 2025 comprised mainly realised gain on foreign exchange of $2,647.
For the financial year ended March 31, 2025, Alps Group recorded other income of $31,405, compared to $49,977 in the previous financial year. The decrease of $18,572 was mainly attributable to the absence of one-off income items recorded in the prior year, including a refund of research fees of $48,457 and a gain on disposal of an investment of $215.
Offsetting this decline, the Group recognized several new or increased income items during the year. These included a refund of HR software totaling $6,224, sundry income of $6,720 representing a 414.9% increase from $1,305 in the previous year as well as a wage subsidy of $7,114 and a realized foreign exchange gain of $11,347.
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Distribution expenses
Six months period ended September 30, 2025 | Six months period ended September 30, 2024 | Year ended March 31, 2025 | Year ended March 31, 2024 | |||||||||||||
| (Unaudited) | (Unaudited) | (Audited) | (Audited) | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| Agent commission | 55,367 | 174,794 | 240,717 | 159,998 | ||||||||||||
| Advertisement and promotion | - | - | 32,770 | 857 | ||||||||||||
| 55,367 | 174,794 | 273,487 | 160,855 | |||||||||||||
During the period ended September 30, 2025, distribution expenses which comprised agent commissions decreased to $55,367 in tandem with the lower cellular therapy revenue during this period.
For the financial year ended March 31, 2025, distribution expenses increased by 70.0% to $273,487, compared to $160,855 in the previous financial year. This increase was primarily driven by higher agent commissions, which rose by 50.5% to $240,717, reflecting stronger sales performance and expanded distribution efforts. In addition, advertisement and promotion expenses increased substantially to $32,770 from $857 in the prior year, representing a 3,723.8% increase. This increase was attributable to Alps Group’s strategic investment in brand awareness and promotional activities to support revenue growth and enhance market visibility.
Administrative expenses
Six months period ended September 30, 2025 | Six months period ended September 30, 2024 | Year ended March 31, 2025 | Year ended March 31, 2024 | |||||||||||||
| (Unaudited) | (Unaudited) | (Audited) | (Audited) | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| Payroll costs | 529,547 | 598,387 | 1,076,211 | 962,102 | ||||||||||||
| Research expenses* | 28,120 | 47,405 | 169,987 | 276,957 | ||||||||||||
| Advisory fee | - | 15,406 | 18,896 | 19,374 | ||||||||||||
| Professional fees - audit fee | - | - | 278,344 | 214,839 | ||||||||||||
| Professional fees - DE-SPAC related | 218,100 | 224,446 | 214,239 | 102,090 | ||||||||||||
| Professional fees - Others | 67,680 | 93,296 | 73,605 | 28,725 | ||||||||||||
| Professional fees - Tax and secretary statutory filing | 4,852 | 3,445 | 24,690 | 10,600 | ||||||||||||
| Subscription & membership fees | 12,372 | 13,093 | 29,501 | 27,504 | ||||||||||||
| Transportation fee | 17,563 | 28,045 | 2,454 | 4,047 | ||||||||||||
| Travelling expenses - Lodging and Accommodation | 3,625 | 13,708 | 15,167 | 16,710 | ||||||||||||
| Travelling expenses - Air fare | 1,771 | 24,982 | 13,217 | 19,332 | ||||||||||||
| Telephone & Fax charges | 7,139 | 6,287 | 26,401 | 12,894 | ||||||||||||
| Water & electricity | 34,028 | 38,767 | 66,210 | 58,299 | ||||||||||||
| R&M - Laboratory equipment | 29,808 | 24,080 | 44,897 | 66,898 | ||||||||||||
| Miscellaneous | 222,274 | 355,645 | 346,971 | 109,309 | ||||||||||||
| 1,176,879 | 1,486,992 | 2,400,790 | 1,929,680 | |||||||||||||
*Alps has excluded salaries and payroll costs for employees engaged in research activities from the research expenses component and instead included them in the payroll costs component.
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Administrative expenses (Cont’d)
The decrease in administrative expenses for the six months period ended September 30, 2025 of $310,113 compared to corresponding period was primarily due to decrease in payroll costs of $68,840, decrease in de-SPAC related and other professional fees in total of $31,962, transportation and travelling expenses of $43,776 and miscellaneous expenses (which included one-off items in the previous period) of $133,371.
For the financial year ended March 31, 2025, administrative expenses increased by 24.4% to $2,400,790, compared to $1,929,680 in the previous financial year. This increase was primarily attributable to higher payroll costs, which rose by 11.9% to $1,076,211, reflecting annual salary adjustments and additional headcount in administrative functions. Administrative expenses primarily consist of expenses incurred on research expenses, salaries, welfare benefits, and other related costs for employees in finance, operations, and administrative roles. Professional fees related to de-SPAC activities also increased significantly by 109.8% to $214,239, in line with Alps Group’s listing efforts.
During the financial year ended March 31, 2025, miscellaneous expenses increased by 217.4% to $346,971 compared to $109,309 in the previous financial year. The increase was primarily attributable to several additional or one-off items incurred during the year. These includes the rental of signage space on the façade of the office tower housing Alps’ leased premises which amount to an increase of $31,062. Donation to community organizations recorded an increase of $26,883. Contribution to staff welfare covering the company’s annual dinner attributed an increase of $21,460 as well as sponsorship for staff training, development and education. Repair and maintenance cost recorded an increase of $26,949, while service tax, bank charges and postage and courier charges collectively increased $30,908, consistent with higher revenue activity during the year.
Six months period ended September 30, 2025 | Six months period ended September 30, 2024 | Year ended March 31, 2025 | Year ended March 31, 2024 | |||||||||||||
| (Unaudited) | (Unaudited) | (Audited) | (Audited) | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| NK Cell Therapy - MyImmune* | - | - | 62,851 | 22,195 | ||||||||||||
| CAR-T Cell* | * | * | * | * | ||||||||||||
| COVID-19 Vaccine (mRNA)* | - | - | 13,093 | 18,513 | ||||||||||||
| Cholera Vaccine* | * | * | * | * | ||||||||||||
| MYCELEST* | 11,977 | 47,405 | 65,932 | 221,291 | ||||||||||||
| BioAge | 1,016 | - | - | - | ||||||||||||
| iPSC (Heart Failure)* | - | - | 8,659 | 218 | ||||||||||||
| Pharmaco-Interaction | - | - | 11,385 | - | ||||||||||||
| mRNA (Diagnostic)* | 15,127 | - | 8,067 | 11,845 | ||||||||||||
| CELESOME(+)* | - | - | - | 2,895 | ||||||||||||
| 28,120 | 47,405 | 169,987 | 276,957 | |||||||||||||
*In these pipelines, certain expenses, particularly salaries and payroll costs, are not individually tracked. These expenses are shared across research and development of various pipelines, and Alps Group does not allocate them to any specific pipeline.
Research and development expenses for the period ended September 30, 2025 decreased by $19,285 as compared to the corresponding previous period. The decrease in R&D expenses for MYCELEST of $35,428 has been partially offset by the increase in R&D activities for mRNA (diagnostics) of $15,127 during this period.
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Administrative expenses (Cont’d)
Research and development expenses totaled $169,987 for the financial year ended March 31, 2025, compared to $276,957 in the previous financial year. Key R&D activities during the year included expenditures in the NK Cell Therapy MyImmune program ($62,851, FY2024: $22,195), MYCELEST ($65,932, FY2024: $221,291), and Pharmaco-Interaction studies ($11,385, FY2024: nil). Other pipelines, such as the COVID-19 mRNA vaccine and iPSC for heart failure, recorded expenditures of $13,093 and $8,659, respectively.
Other Operating Expenses
Six months period ended September 30, 2025 | Six months period ended September 30, 2024 | Year ended March 31, 2025 | Year ended March 31, 2024 | |||||||||||||
| (Unaudited) | (Unaudited) | (Audited) | (Audited) | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| Amortisation of right-of-use assets | 232,616 | 232,510 | 500,144 | 403,019 | ||||||||||||
| Depreciation of property, plant and equipment | 245,603 | 250,522 | 465,287 | 455,613 | ||||||||||||
| Amortisation of intangible assets | 84,965 | 24,668 | 163,095 | 44,807 | ||||||||||||
| Property, plant and equipment written off | - | - | 14,085 | |||||||||||||
| Loss on realised foreign exchange differences | 1,424 | 156 | - | - | ||||||||||||
| 564,608 | 507,856 | 1,128,526 | 917,524 | |||||||||||||
Other operating expenses for the financial year ended March 31, 2025, primarily comprised of amortization of right-of-use assets, amortization of intangible assets and depreciation charge on property, plant and equipment.
The increase in other operating expenses for the six months period ended September 30, 2025 of $56,752 as compared to corresponding previous period was mainly due to increase in amortisation of intangible assets of $60,297 relating to the intellectual property acquired in March 2024 as stated in the paragraph below.
For the financial year ended March 31, 2025, other operating expenses have increased by 23.0% or $211,002, to $1,128,526 compared to $917,524 in the previous financial year. This increase reflects the commencement of amortization on intellectual property acquired in March 2024, which began impacting expenses in the financial year ended March 31, 2025.
Finance Costs
Six months period ended September 30, 2025 | Six months period ended September 30, 2024 | Year ended March 31, 2025 | Year ended March 31, 2024 | |||||||||||||
| (Unaudited) | (Unaudited) | (Audited) | (Audited) | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| Interest expense on lease liabilities | 28,623 | 16,119 | 48,245 | 42,250 | ||||||||||||
| Hire purchase interests | - | 1,022 | 38 | 594 | ||||||||||||
| 28,623 | 17,141 | 48,283 | 42,844 | |||||||||||||
Finance costs for the period ended September 30, 2025 relates to interest on lease liabilities only and the increase during the period was attributable to higher lease rental arising from renewal of certain leases upon expiry.
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Income Tax Expense
For the period ended September 30, 2025, the income tax expense increased by $15,669, compared to the same period in 2024 due mainly to higher contribution to revenue from the aesthetic beauty segment for the current period.
For the financial year ended March 31, 2025, income tax expense rose to $95,562, compared to the financial year. This increase was primarily driven by Alps Wellness’s chargeable income, which was computed after deducting allowable expenses and taxed at a rate of 24%.
Other Comprehensive Income
Other comprehensive income for the period ended September 30, 2025 comprised mainly unrealized gain of $4,789,639 arising from the change in the fair value of the Group’s investment in Cylo Cybin Holdings Limited (the “Cilo Cybin”), a company listed on the Johannesburg Stock Exchange, whose principal activities are in the Biotech, Biohacking and Pharmaceutical businesses.
During the financial period, Cilo Cybin completed its acquisition of Cilo Cybin Pharmaceutical, which resulted in the enlargement of Cilo Cybin’s issued share capital post-acquisition, thereby reducing Alps Group’s shareholding to approximately 9.98% of the total issued capital of the combined post-acquisition entity. The investment in Cilo Cybin was reclassified from investment in associates to other investment, and measured at fair value, with unrealized gain as at end of the financial period recorded under other comprehensive income.
Liquidity and Capital Resources
Overview
Since our inception, we have incurred significant operating losses and expect to continue incurring substantial expenses for the foreseeable future as we advance the preclinical and clinical development of our research programs and product candidates. Our research and development and general and administrative expenses are anticipated to increase due to the execution of clinical trials and preclinical studies, expansion of our intellectual property portfolio, and provision of general and administrative support for our operations. Consequently, we will require additional capital to fund our operations, which may be obtained through additional equity or debt financings, collaborations, licensing arrangements, or other sources. We expect that we will need approximately US$1,500,000 in the next 12 months to finance our working capital needs and an additional US$1,000,000 for the next 12 months following.
The table below is extracted from the unaudited pro forma condensed combined balance sheet, presenting the anticipated liquidity position of the Combined Company post-Business Combination:
| US$ | ||||
| Cash and cash equivalent | 3,478,521 | |||
| Total liabilities | (13,675,036 | ) | ||
| Anticipated Liquidity Position | (10,196,515 | ) | ||
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Cash Flows
The following table summarizes our cash flows for the period presented:
Six months period ended September 30, 2025 | Six months period ended September 30, 2024 | Year ended March 31, 2025 | Year ended March 31, 2024 | |||||||||||||
| (Unaudited) | (Unaudited) | (Audited) | (Audited) | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| Net cash flows from/(used in) | ||||||||||||||||
| Operating Activities | (776,181 | ) | (731,653 | ) | (1,608,783 | ) | (1,366,743 | ) | ||||||||
| Investing Activities | (18,665 | ) | (70,255 | ) | (100,062 | ) | (1,714,113 | ) | ||||||||
| Financing Activities | 906,536 | 858,130 | 1,866,596 | 3,300,614 | ||||||||||||
| Exchange Rate Differences | (22,015 | ) | 8,515 | (299,286 | ) | (21,105 | ) | |||||||||
| Net increase in cash and cash equivalents | 89,675 | 64,737 | (141,535 | ) | 198,653 | |||||||||||
Operating activities
The cash flows used in operating activities for the six months period ended September 30, 2025 of $776,181 comprised loss before tax of $1,271,672, positive non-cash adjustments of US$595,380, net negative change in assets and liabilities of $76,041 and tax paid of $23,848. Non-cash adjustments primarily included amortization of right-of-use assets, depreciation of property, plant and equipment and amortization of intangible assets. The net negative change in assets and liabilities was primarily due to an increase in inventories, trade receivables, trade payables and advance from customers.
The cash flows used in operating activities for the six months period ended September 30, 2024 of $731,653 comprised loss before tax of $1,208,560, positive non-cash adjustments of US$491,386, net negative change in assets and liabilities of $26,686 and tax refund of $12,207. Non-cash adjustments primarily included amortization of right-of-use assets, depreciation of property, plant and equipment and amortization of intangible assets. The net negative change in assets and liabilities was primarily due to an increase in inventories, trade receivables, trade payables and advance from customers.
The cash flows used in operating activities for the financial year ended March 31, 2025 of $1,608,783 comprised loss before tax of $2,529,176 positive non-cash adjustments of $1,187,569, net negative change in assets and liabilities of $155,62, tax paid of $122,030 and tax refund of $10,477. Non-cash adjustments primarily included amortization of right-of-use assets, depreciation of property, plant and equipment and amortization of intangible assets. The net negative change in assets and liabilities was primarily due to an increase in inventories, trade payables and advance from customers.
The cash flows used in operating activities for the financial year ended March 31, 2024 of $1,366,743 comprised loss before tax of $2,398,575, positive non-cash adjustments of $956,730, net positive change in assets and liabilities of $191,793 and tax paid of $116,691. Non-cash adjustments primarily included amortization of right-of-use assets, depreciation of property, plant and equipment, amortization of intangible assets and property, plant and equipment written off. The net negative change in assets and liabilities was primarily due to an increase in inventories, trade receivables, trade payables and other payables and accruals.
Investing activities
The cash flows used in investing activities for the six months period ended September 30, 2025 of $18,655 comprised purchase of property, plant and equipment of $16,226 and net advances to associate companies of $2,439.
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Investing activities (Cont’d)
The cash flows used in investing activities for the six months period ended September 30, 2024 of $70,255 comprised purchase of property, plant and equipment of $72,659 and net advances to associate companies of $2,404.
The cash flows used in investing activities for the financial year ended March 31, 2025 of $100,062 comprised purchase of property, plant and equipment of $83,772 and net advances to associate companies of $16,290.
The cash flows used in investing activities for the year ended March 31, 2024 of US$1,714,113 comprised purchase of property, plant and equipment of US$221,317, acquisition of associates of $1,492,955 and net advances to associate companies of US$159.
Financing activities
The cash flows from financing activities for the six months period ended September 30, 2024 of $905,536 comprised repayment of lease liabilities of $182,644, advances from directors of $1,117,803 and interest paid of $28,623.
The cash flows from financing activities for the six months period ended September 30, 2024 of $858,130 comprised repayment of hire purchase of $5,110, repayment of lease liabilities of $154,424, advances from directors of $1,034,805 and interest paid of $17,141.
The cash flows from financing activities for the financial year ended March 31, 2025 of $1,866,596 comprised repayment of hire purchase of $7,260, net repayment of lease liabilities of $460,170, advances from directors of $2,361,546, interest paid of $48,283 and advances from associates of $20,763.
The cash flows from financing activities for the financial year ended March 31, 2025 of $3,300,614 comprised proceeds from issuance of shares of $2,317,209, repayment of hire purchase of $10,544, repayment of lease liabilities of $414,819, advances from directors $1,451,612 and interest paid of $42,844.
Off-Balance Sheet Arrangements
Alps does not have any off-balance sheet arrangements.
Recently Issued Accounting Pronouncements
For a discussion of new accounting pronouncements see “Notes to Consolidated Financial Statements” located elsewhere in this prospectus.
Quantitative and Qualitative Disclosures about Market Risks
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices. Market risk comprises of three types of risk: interest risk, foreign currency risk and other price risk. Alps’ exposure to these risks is not material.
Critical Accounting Policies
Alps prepares its consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board. In doing so, it has to make estimates and assumptions that affect its reported amounts of assets, liabilities, revenues and expenses, as well as related disclosure of contingent assets and liabilities. To the extent that there are material differences between these estimates and actual results, Alps’ financial condition or operating results and margins would be affected. Alps bases its estimates on past experience and other assumptions that it believes are reasonable under the circumstances, and it evaluates these estimates on an ongoing basis. Alps refers to accounting estimates of this type as critical accounting policies and estimates, which is discussed further below.
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Impairment of Financial Assets
Alps recognises a loss allowance for expected credit losses (“ECL”) on trade receivables, other receivables and deposits, amount owing due associates as well as cash and bank balances. The amount of ECL is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.
Alps recognises lifetime ECL for trade receivables. Alps considers past loss experience, timing of billing and observable data such as current changes and future forecasts in economic conditions to estimate the amount of expected impairment loss. The methodology and assumptions including any forecasts of future economic conditions are reviewed regularly.
For all other financial instruments, Alps Group recognise lifetime ECL when there has been a significant increase in credit risk since initial recognition. However, if the credit risk on the financial instrument has not increased significantly since initial recognition, Alps measures the loss allowance for that financial instrument at an amount equal to 12-month ECL.
Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.
Reversal of impairment loss to profit or loss, if any, is restricted to not exceeding what the amortised cost would have been had the impairment not been recognised previously.
Significant increase in credit risk
In assessing whether the credit risk on a financial asset has increased significantly since initial recognition, Alps compares the risk of a default occurring on the financial instrument at the reporting date with the risk of a default occurring on the financial instrument at the date of initial recognition. In making this assessment, Alps considers both quantitative and qualitative information that is reasonable and supportable, including historical experience and forward-looking information such as financial evaluation of the creditworthiness of the debtors, ageing of receivables, defaults and past due amounts, past experience with the debtors, current conditions and reasonable forecast of future economic conditions.
Alps presumes that the credit risk on a financial asset has increased significantly since initial recognition when contractual payments are more than 365 days past due, unless Alps has reasonable and supportable information that demonstrates otherwise.
Probability of default
Alps considers the information developed internally or obtained from external sources indicates that the debtor is unlikely to pay its creditors, including Alps, in full, as constituting an event of default for internal credit risk management purposes as historical experience indicates that financial assets are generally not recoverable.
Alps considers that default has occurred when a financial asset is more than 365 days past due unless Alps has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate.
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Impairment of Financial Assets (Cont’d)
Write-off policy
Alps writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, with case-by-case assessment performed based on indicators such as insolvency or demise. Financial assets written off may still be subject to enforcement activities under Alps’ recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognised in profit or loss as bad debts recovered.
Measurement and recognition of expected credit losses
The measurement of expected credit losses is a function of the probability of default, loss given default (i.e. the magnitude of the loss if there is a default) and the exposure at default. The assessment of the probability of default and loss given default is based on historical data adjusted by forward-looking information as described above. As for the exposure at default, for financial assets, this is represented by the assets’ gross carrying amount at the reporting date.
For financial assets, the expected credit loss is estimated as the difference between all contractual cash flows that are due to Alps in accordance with the contract and all the cash flows that Alps expects to receive, discounted at the original effective interest rate.
If Alps has measured the loss allowance for a financial instrument at an amount equal to lifetime ECL in the previous reporting period, but determine at the current reporting date that the conditions for lifetime ECL are no longer met, Alps measures the loss allowance at an amount equal to 12-month ECL at the current reporting date, except for assets for which the simplified approach was used.
Alps recognizes an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.
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