8-K
ASIAFIN HOLDINGS CORP. (ASFH)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Dateof report (Date of earliest event reported): May 23, 2025
ASIAFIN
HOLDINGS CORP.
(Exact name of registrant issuer as specified in its charter)
| Nevada | 000-56421 | 37-1950147 |
|---|---|---|
| (State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
Suite30.02, 30th Floor, Menara KH (Promet),
JalanSultan Ismail, 50250 Kuala Lumpur, Malaysia
(Address of principal executive offices, including zip code)
Registrant’s
phone number, including area code +60 3 21487170
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
|---|---|---|
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item2.02 Results of Operations and Financial Condition.
On May 13, 2025, AsiaFIN Holdings Corp. (the “Company”) issued a press release announcing its financial results for the first quarter of 2025, the period ended March 31, 2025. A copy of the press release is furnished herewith as Exhibit 99.1.
On May 15, 2025, the Company conducted its earnings call to discuss its financial results for the first quarter of 2025 in more detail. The Company presentation and transcript of the call are available on the Company website and can be accessed at www.asiafingroup.com/investor-relations/presentations-and-events/.
On May 23, 2025, the Company announced a correction to its press release dated May 13, 2025. The last bullet point of the press release initially read as follows:
“EBITDA was approximately negative $465,000, a decrease of 274% compared to approximately $267,000 in the first quarter last year.”
This was corrected to read:
“EBITDA was a loss of approximately $465,000 compared to a loss of approximately $267,000 in the first quarter last year, an increase of 74%.”
A copy of the corrected press release is furnished herewith as Exhibit 99.2.
The information in this Item 2.02 (including Exhibits 99.1 and 99.2 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit<br> No. | Description |
|---|---|
| 99.1 | Press<br> Release dated May 13, 2025 |
| 99.2 | Press<br> Release dated May 23, 2025 |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| ASIAFIN<br> HOLDINGS CORP. | ||
|---|---|---|
| Date:<br> June 3, 2025 | By: | /s/ Wong Kai Cheong |
| Wong<br> Kai Cheong | ||
| Chief<br> Executive Officer | ||
| President,<br> Director, Secretary and Treasurer | ||
| (Principal<br> Executive Officer) | ||
| Date:<br> June 3, 2025 | By: | /s/ Cham Hui Yin |
| Cham<br> Hui Yin | ||
| Finance<br> Manager | ||
| (Principal<br> Financial Officer and | ||
| Principal<br> Accounting Officer) |
Exhibit99.1
FORIMMEDIATE RELEASE:
AsiaFINHoldings Announces First Quarter 2025 Financial Results
Kuala Lumpur, May 13, 2025 – AsiaFIN Holdings Corp., (OTCQB: ASFH), a leading fintech financial ecosystem enabler, today announced financial results for the first quarter of 2025, the period ended March 31, 2025.
FinancialResults for the Quarter Ended March 31, 2025:
| ● | Cash<br> and cash equivalents were approximately $1.26 million as of March 31, 2025 as compared to<br> approximately $1.31 million as of December 31, 2024. |
|---|---|
| ● | Revenue<br> for the quarter was approximately $621,000, an increase of 19.5% compared to $520,000 in<br> the first quarter last year. |
| ● | Gross<br> profit was a negative $6,900, or negative 1.1% gross margin, compared to gross profit of<br> $22,000, or 4.2% gross margin, in the first quarter last year. The negative gross margin<br> reflects costs associated with recent expansion initiatives as the team is expanded to support<br> expected future growth. |
| ● | Selling,<br> general and administrative expenses were approximately $486,000, an increase of 64.2% compared<br> to $296,000 in the first quarter last year. The increase in general and administrative expenses<br> was primarily attributable to higher salary expenses, as the Company recruited more employees<br> to support business expansion initiatives, as well as an increase in credit loss allowance,<br> due to challenges in collecting receivables from debtors. |
| ● | Net<br> loss was approximately $489,000 an increase of 73.4% compared to a loss of approximately<br> $282,000 for the first quarter of 2024. |
| ● | Net<br> loss attributable to common shareholders was approximately $482,000 an increase of 73.5%<br> compared to a loss of approximately $278,000 for the first quarter of 2024. |
| ● | Total<br> comprehensive loss was approximately $468,000, or $(0.01) per share, an increase of 43.1%<br> compared to a loss of approximately $327,000, or $(0.00) for the first quarter of 2024. |
| ● | EBITDA<br> was approximately negative $465,000, a decrease of 274% compared to approximately $267,000<br> in the first quarter last year. |
CEOof AsiaFIN, KC Wong said, “AsiaFiN continues to expand its addressable market, positioning the company for significant growth. In the first quarter, we successfully entered the Middle East market, securing contracts with a major government financial institution. These relationships are expected to contribute to revenue beginning in the second half of this year, and we are pursuing additional opportunities in the region.”
“From a seasonality perspective, the first quarter, typically incurs higher expenses related to the renewal of maintenance contracts, with revenue contributions increasing as the year progresses,” continued Mr. Wong. “We also accelerated our onboarding of staff to support our growth, leading to higher operating cost in the first quarter of 2025 and resulting in temporary negative gross margins. We anticipate returning to positive gross margins in the second quarter and for the remainder of the year.”
“Our first quarter revenue growth accelerated nearly 20%, reflecting strong demand for our solutions,” added Mr. Wong. “Our focus remains on leveraging our business model to convert incremental revenue into cash generation. We are balancing growth and the need for increased staffing with the goal of profitability to most effectively take advantage of global demand.”
“Our core revenue generating unit, Regtech, delivered nearly 110% revenue growth year-over-year, as we continue to invest in this business unit,” Wong concluded. “We continue to invest in our Robotic Process Automation (RPA) segment, moving toward positive gross margins as we scale this business. Management continues to believe RPA has the potential for significant revenue growth and margin potential.”
UNAUDITEDCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FORTHE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Currencyexpressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
| Threemonths ended<br><br> <br>March 31, 2024 | |||||
|---|---|---|---|---|---|
| REVENUE | 621,179 | $ | 519,752 | ||
| COST OF REVENUE (including 46,029 and 27,234 of cost of service revenue to related party for the three months ended March 31, 2025 and 2024, respectively) | (628,092 | ) | (497,824 | ) | |
| GROSS (LOSS)/PROFIT | (6,913 | ) | $ | 21,928 | |
| SHARE OF LOSS FROM OPERATION OF ASSOCIATE | (1 | ) | (9,599 | ) | |
| OTHER INCOME | 3,282 | 1,994 | |||
| SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (including 24,452 and 22,712 of selling, general and administrative expenses to related party for the three months ended March 31, 2025 and 2024, respectively) | (485,831 | ) | $ | (295,839 | ) |
| LOSS BEFORE INCOME TAX | (489,463 | ) | $ | (281,516 | ) |
| INCOME TAX EXPENSES | - | - | |||
| NET LOSS | (489,463 | ) | $ | (281,516 | ) |
| Net income attributable to non-controlling interest | 7,034 | 3,405 | |||
| NET LOSS ATTRIBUTED TO COMMON SHAREHOLDERS OF ASIAFIN HOLDINGS CORP. | (482,429 | ) | (278,111 | ) | |
| Other comprehensive income: | |||||
| - Foreign currency translation loss | 14,044 | (48,950 | ) | ||
| TOTAL COMPREHENSIVE LOSS | (468,385 | ) | $ | (327,061 | ) |
| NET LOSS PER SHARE, BASIC AND DILUTED | (0.01 | ) | (0.00 | ) | |
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED | 81,838,994 | $ | 81,551,838 |
All values are in US Dollars.
ASIAFINHOLDINGS CORP.
UNAUDITEDCONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FORTHE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Currencyexpressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
| ThreeMonths Ended<br><br> <br>March 31, 2025 | ThreeMonths Ended<br><br> <br>March 31, 2024 | |||||
|---|---|---|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
| Net loss | $ | (482,429 | ) | $ | (278,111 | ) |
| Minority interest | (7,034 | ) | (3,405 | ) | ||
| Share of loss from operation of associate | 1 | 9,599 | ||||
| Adjustments to reconcile net profit to net cash used in operating activities: | ||||||
| Depreciation and amortization | 30,730 | 28,032 | ||||
| Disposal of asset | (11,248 | ) | - | |||
| Provision for credit loss allowance | 105,903 | 29,278 | ||||
| Changes in operating assets and liabilities: | ||||||
| Account payables | 86,234 | 1,862 | ||||
| Account receivables | 139,261 | 291,364 | ||||
| Prepayment, deposits and other receivables | 6,587 | (7,966 | ) | |||
| Other payables and accrued liabilities | (43,770 | ) | (66,897 | ) | ||
| Deferred revenue | 214,690 | 168,309 | ||||
| Tax assets | (12,515 | ) | (30,942 | ) | ||
| Income tax payable | (57,451 | ) | - | |||
| Change in lease liability | (14,107 | ) | (14,346 | ) | ||
| Net cash (used in)/provided by operating activities | $ | (45,148 | ) | $ | 126,777 | |
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
| Purchase of property, plant and equipment | (16,258 | ) | (8,006 | ) | ||
| Disposal of property, plant and equipment | 11,248 | - | ||||
| Investment in associate | - | (35,473 | ) | |||
| Net cash used in investing activities | $ | (5,010 | ) | $ | (43,479 | ) |
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
| Proceeds from issuance of common shares | 9,000 | - | ||||
| Advance from director | (14,623 | ) | (15,846 | ) | ||
| Repayment of hire purchase | - | (2,757 | ) | |||
| Advances to related companies | (1,403 | ) | (224 | ) | ||
| Net cash used in financing activities | $ | (7,026 | ) | $ | (18,827 | ) |
| Effect of exchange rate changes on cash and cash equivalents | $ | 5,915 | $ | (16,888 | ) | |
| Net increase in cash and cash equivalents | $ | (51,269 | ) | $ | 47,583 | |
| Cash and cash equivalents, beginning of year | 1,309,929 | 1,234,188 | ||||
| CASH AND CASH EQUIVALENTS, END OF YEAR | $ | 1,258,660 | $ | 1,281,771 | ||
| SUPPLEMENTAL CASH FLOWS INFORMATION | ||||||
| Cash paid for income taxes | $ | 23,675 | $ | 29,404 | ||
| Cash paid for interest paid | $ | 541 | $ | 776 |
ASIAFINHOLDINGS CORP.
UNAUDITEDCONDENSED CONSOLIDATED BALANCE SHEETS
ASOF MARCH 31, 2025 AND DECEMBER 31, 2024 (audited)
(Currencyexpressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
| As of<br> <br>December 31, 2024 | |||||
|---|---|---|---|---|---|
| Audited | |||||
| ASSETS | |||||
| Current assets | |||||
| Cash and cash equivalents | 1,258,660 | $ | 1,309,929 | ||
| Account receivables, net | 947,519 | 1,184,130 | |||
| Prepayment, deposits and other receivables | 140,743 | 146,233 | |||
| Amount due from related parties | 5,244 | 3,809 | |||
| Tax assets | 295,036 | 280,354 | |||
| Total current assets | 2,647,202 | $ | 2,924,455 | ||
| Non-current Assets | |||||
| Right-of-use assets, net | 633,716 | $ | 615,444 | ||
| Property, plant and equipment, net | 619,004 | 614,673 | |||
| Deferred income tax assets | 326 | 324 | |||
| Investment in associates | 8,003 | 7,944 | |||
| Total non-current assets | 1,261,049 | $ | 1,238,385 | ||
| TOTAL ASSETS | 3,908,251 | $ | 4,162,840 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| Current liabilities | |||||
| Other payables and accrued liabilities | 1,010,154 | $ | 1,151,256 | ||
| Account payables (including 59,042 and 19,984 of account payable to related party as of March 31, 2025, and December 31, 2024, respectively) | 125,997 | 39,296 | |||
| Income tax payable | 3,357 | 60,483 | |||
| Amount due to director | 132,465 | 146,018 | |||
| Lease liability – current portion | 58,891 | 64,787 | |||
| Total current liabilities | 1,330,864 | $ | 1,461,840 | ||
| Non-current liabilities | |||||
| Lease liability – non-current portion | 574,825 | 550,657 | |||
| Deferred tax liabilities | 5,029 | 4,991 | |||
| Total non-current liabilities | 579,854 | $ | 555,648 | ||
| TOTAL LIABILITIES | 1,910,718 | $ | 2,017,488 | ||
| STOCKHOLDERS’ DEFICIT | |||||
| Preferred shares, 0.0001 par value; 200,000,000 shares authorized; None issued and outstanding | - | $ | - | ||
| Common stock, 0.0001 par value; 600,000,000 shares authorized; 81,915,838 and 81,551,838 shares issued and outstanding as of March 31, 2025 and December 31, 2024 | 8,192 | 8,155 | |||
| Additional paid-in capital | 10,795,250 | 10,467,687 | |||
| Accumulated other comprehensive loss | (257,826 | ) | (271,870 | ) | |
| Accumulated deficit | (8,522,029 | ) | (8,039,600 | ) | |
| Non-controlling interest | (26,054 | ) | (19,020 | ) | |
| TOTAL STOCKHOLDERS’ DEFICIT | 1,997,533 | $ | 2,145,352 | ||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 3,908,251 | $ | 4,162,840 |
All values are in US Dollars.
AboutAsiaFIN Holdings Corp.
AsiaFIN Holdings Corp. (OTCQB: ASFH), a Nevada corporation, operates through its wholly owned Malaysia, Hong Kong and StarFIN Holdings Ltd subsidiaries. AsiaFIN’s mission is to become the “financial ecosystem enabler” through its solutions in Fintech; Regulatory Technology (REGTECH); ESG Consultancy & Reporting and Robotic Process Automation (RPA) services. AsiaFIN provides services to over 90+ financial institutions and over 100 corporate clients in the Asia and Middle East region including Malaysia, Myanmar, the Philippines, Indonesia, Bangladesh, Pakistan, Thailand, Singapore and now in Saudi Arabia. AsiaFIN’s clients are central banks, financial institutions and large corporation. For further information regarding the company, please visit https://asiafingroup.com
NoticeRegarding Forward-Looking Statements
This press release contains forward-looking statements as defined within Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. By their nature, forward-looking statements and forecasts involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the near future. Those statements include statements regarding the intent, belief or current expectations of AsiaFIN and members of its management as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.
AsiaFIN undertakes no obligation to update or revise forward-looking statements to reflect changed conditions. Statements in this presentation that are not descriptions of historical facts are forward-looking statements relating to future events, and as such all forward-looking statements are made pursuant to the Securities Litigation Reform Act of 1995. Statements may contain certain forward-looking statements pertaining to future anticipated or projected plans, performance and developments, as well as other statements relating to future operations and results. Words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “intends,” “goal,” “objective,” “seek,” “attempt,” “aim to,” or variations of these or similar words, identify forward-looking statements. These risks and uncertainties include, but are not limited to, risks associated with AsiaFIN’s operating history, recent history of losses and profits, ability to adequately protect its software innovations, dependence on key executives, ability to obtain required regulatory approvals, other factors described in AsiaFIN’s Annual Report on Form 10-K and other factors as may periodically be described in AsiaFIN’s filings with the U.S. Securities and Exchange Commission.
[CONTINUESBELOW]
Investors& Media Contact:
Tom Baumann
FNK IR
646.349.6641
asfh@fnkir.com
-END –
Exhibit99.2
FORIMMEDIATE RELEASE:
CORRECTIONNOTICE of Press Release announcing AsiaFIN Holdings First Quarter 2025 Financial Results
Kuala Lumpur, May 23, 2025 – AsiaFIN Holdings Corp., (OTCQB: ASFH), a leading fintech financial ecosystem enabler, today announced a correction to its press release dated May 13, 2025 announcing its first quarter 2025 financial results.
In the release, the last bullet point read:
| ● | EBITDA<br> was approximately negative $465,000, a decrease of 274% compared to approximately $267,000<br> in the first quarter last year. |
|---|
This is corrected to read as follows:
| ● | EBITDA<br> was a loss of approximately $465,000 compared to a loss of approximately $267,000 in the<br> first quarter last year, an increase of 74%. |
|---|
AboutAsiaFIN Holdings Corp.
AsiaFIN Holdings Corp. (OTCQB: ASFH), a Nevada corporation, operates through its wholly owned Malaysia, Hong Kong and StarFIN Holdings Ltd subsidiaries. AsiaFIN’s mission is to become the “financial ecosystem enabler” through its solutions in Fintech; Regulatory Technology (REGTECH); ESG Consultancy & Reporting and Robotic Process Automation (RPA) services. AsiaFIN provides services to over 90+ financial institutions and over 100 corporate clients in the Asia and Middle East region including Malaysia, Myanmar, the Philippines, Indonesia, Bangladesh, Pakistan, Thailand, Singapore and now in Saudi Arabia. AsiaFIN’s clients are central banks, financial institutions and large corporation. For further information regarding the company, please visit https://asiafingroup.com
NoticeRegarding Forward-Looking Statements
This press release contains forward-looking statements as defined within Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. By their nature, forward-looking statements and forecasts involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the near future. Those statements include statements regarding the intent, belief or current expectations of AsiaFIN and members of its management as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.
AsiaFIN undertakes no obligation to update or revise forward-looking statements to reflect changed conditions. Statements in this presentation that are not descriptions of historical facts are forward-looking statements relating to future events, and as such all forward-looking statements are made pursuant to the Securities Litigation Reform Act of 1995. Statements may contain certain forward-looking statements pertaining to future anticipated or projected plans, performance and developments, as well as other statements relating to future operations and results. Words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “intends,” “goal,” “objective,” “seek,” “attempt,” “aim to,” or variations of these or similar words, identify forward-looking statements. These risks and uncertainties include, but are not limited to, risks associated with AsiaFIN’s operating history, recent history of losses and profits, ability to adequately protect its software innovations, dependence on key executives, ability to obtain required regulatory approvals, other factors described in AsiaFIN’s Annual Report on Form 10-K and other factors as may periodically be described in AsiaFIN’s filings with the U.S. Securities and Exchange Commission.
Investors& Media Contact:
Tom Baumann
FNK IR
646.349.6641
asfh@fnkir.com
-END -