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
Date
of report (Date of earliest event reported):
August13, 2025
Commission
File Number: 000-56421
ASIAFIN
HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
| Nevada | 37-1950147 |
|---|---|
| (State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization) | (I.R.S.<br> Employer<br><br> <br>Identification<br> No.) |
Suite30.02, 30th Floor Menara KH (Promet),
JalanSultan Ismail, 50250 Kuala Lumpur, Malaysia
(Address of principal executive offices, including zip code)
+60
3 21487170
Registrant’s
phone number, including area code
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 communications<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications<br> 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 August 13, 2025, AsiaFIN Holdings Corp. (the “Company”) issued a press release announcing its financial results for the second quarter of 2025, the period ended June 30, 2025. A copy of the press release is furnished herewith as Exhibit 99.1.
The information in this Item 2.02 (including Exhibit 99.1 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 Release dated August 13, 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 HOLDINGS CORP. | ||
|---|---|---|
| Date: August 14, 2025 | By: | /s/ Wong Kai Cheong |
| Wong Kai Cheong | ||
| Title: | Chief<br> Executive Officer<br><br> <br>President,<br> Director, Secretary and Treasurer | |
| (Principal Executive Officer) | ||
| Date: August 14, 2025 | By: | /s/ Ghi Geok Khoo |
| Ghi Geok Khoo | ||
| Title: | Chief Financial Officer | |
| (Principal Financial Officer and Principal Accounting<br> Officer) |
Exhibit 99.1
FORIMMEDIATE RELEASE:
AsiaFINHoldings Announces Second Quarter 2025 Financial Results
Kuala Lumpur, August 13, 2025 – AsiaFIN Holdings Corp., (OTCQB: ASFH), a leading fintech financial ecosystem enabler, today announced financial results for the second quarter of 2025, the period ended June 30, 2025.
FinancialResults for the Quarter Ended June 30, 2025:
| ● | Cash<br> and cash equivalents were approximately $1.03 million as of June 30, 2025 as compared to<br> approximately $1.31 million as of December 31, 2024. |
|---|---|
| ● | Revenue<br> for the quarter was approximately $1.0 million, an increase of 85.7% compared to $542,000<br> in the second quarter last year. |
| --- | --- |
| ● | Gross<br> profit was $312,000, or 30.9% gross margin, compared to gross profit of $54,000, or 10.0%<br> gross margin, in the second quarter last year. The expanded margin is attributed to revenue<br> from new business in Saudi Arabia and improved sales for the Company’s OrangeFIN RPA<br> SaaS business. |
| --- | --- |
| ● | Selling,<br> general and administrative expenses were approximately $523,000, an increase of 60.4% compared<br> to $326,000 in the second 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. |
| --- | --- |
| ● | Net<br> loss was approximately $208,000 a narrowing of 26.9% compared to a loss of approximately<br> $285,000 for the second quarter of 2024. |
| --- | --- |
| ● | Net<br> loss attributable to common shareholders was approximately $198,000 a narrowing of 29.6%<br> compared to a loss of approximately $281,000 for the second quarter of 2024. |
| --- | --- |
| ● | Total<br> comprehensive loss was approximately $109,000, or $(0.00) per share, a narrowing of 60.9%<br> compared to a loss of approximately $280,000, or $(0.00) for the second quarter of 2024. |
| --- | --- |
CEOof AsiaFIN, KC Wong said, “AsiaFIN continues to make meaningful progress in its initiatives to expand its global reach and addressable market. After significant investments to establish a foothold in the Middle East, which impacted margins and overall profitability in the first quarter, we returned to positive margins and significantly narrowed our losses. The project in Saudi Arabia, our first customer in the region, is progressing on-plan. We are on target to complete Phase 1 by the end of this year, and project invoicing is growing.”
“Based on this initial success, we are now rolling out our OrangeFIN Robotic Process Automation (RPA) solution, and growth from this solution should help us further narrow losses as we move towards profitability. Global expansion remains a key area of focus for management.”
“Our RegTech solution achieved a significant milestone with more than 100 eInvoice customers in Malaysia,” continued Mr. Wong. “Our INReport e-Invoice platform enables Malaysian companies to comply with the governments new electronic invoicing mandate. Based on this success, we are working to bring this solution to customers in the Gulf Cooperation Council (GCC) region as part of our ‘land and expand’ strategy.”
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 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]
ASIAFINHOLDINGS CORP.
UNAUDITEDCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FORTHE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Currencyexpressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
| Six months ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | 2024 | |||||||||
| REVENUE | 1,007,296 | $ | 542,475 | $ | 1,628,475 | $ | 1,062,228 | ||||
| COST OF REVENUE (including 4,169 and 38,202 of cost of service revenue to related party for the three months ended June 30, 2025 and 2024, respectively; including 50,198 and 65,436 of cost of service revenue to related party for the six months ended June 30, 2025 and 2024, respectively) | (695,376 | ) | (488,182 | ) | (1,323,468 | ) | (986,006 | ) | |||
| GROSS PROFIT | 311,920 | 54,293 | 305,007 | 76,222 | |||||||
| SHARE OF LOSS FROM OPERATION OF ASSOCIATE | (115 | ) | (15,488 | ) | (117 | ) | (25,087 | ) | |||
| OTHER INCOME | 3,031 | 2,260 | 6,313 | 4,253 | |||||||
| SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (including 25,375 and 22,888 of selling, general and administrative expenses to related party for the three months ended June 30, 2025 and 2024, respectively; including 49,827 and 45,600 of selling, general and administrative expenses to related party for the six months ended June 30, 2025 and 2024, respectively) | (523,056 | ) | (326,101 | ) | (1,008,886 | ) | (621,940 | ) | |||
| LOSS BEFORE INCOME TAX | (208,220 | ) | (285,036 | ) | (697,683 | ) | (566,552 | ) | |||
| INCOME TAX PROVISION | - | - | - | - | |||||||
| NET LOSS | (208,220 | ) | (285,036 | ) | (697,683 | ) | (566,552 | ) | |||
| Net income attributable to non-controlling interest | 10,419 | 3,940 | 17,453 | 7,345 | |||||||
| NET LOSS ATTRIBUTED TO COMMON SHAREHOLDERS OF ASIAFIN HOLDINGS CORP. | (197,801 | ) | (281,096 | ) | (680,230 | ) | (559,207 | ) | |||
| Other comprehensive income: | |||||||||||
| - Foreign currency translation income/(loss) | 88,346 | 1,377 | 102,392 | (47,573 | ) | ||||||
| TOTAL COMPREHENSIVE LOSS | (109,455 | ) | (279,719 | ) | (577,838 | ) | (606,780 | ) | |||
| NET LOSS PER SHARE, BASIC AND DILUTED | (0.00 | ) | (0.00 | ) | (0.00 | ) | (0.01 | ) | |||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED | 81,915,838 | 81,551,838 | 81,875,838 | 81,551,838 |
All values are in US Dollars.
ASIAFINHOLDINGS CORP.
CONDENSEDCONSOLIDATED BALANCE SHEETS
ASOF JUNE 30, 2025 (Unaudited) AND DECEMBER 31, 2024 (Audited)
(Currencyexpressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
| As of <br> December 31, 2024 | |||||
|---|---|---|---|---|---|
| Audited | |||||
| ASSETS | |||||
| Current assets | |||||
| Cash and cash equivalents | 1,031,421 | $ | 1,309,929 | ||
| Account receivables, net | 833,423 | 1,184,130 | |||
| Prepayment, deposits and other receivables | 141,699 | 146,233 | |||
| Amount due from related parties | 16,243 | 3,809 | |||
| Tax assets | 321,571 | 280,354 | |||
| Total current assets | 2,344,357 | $ | 2,924,455 | ||
| Non-current Assets | |||||
| Right-of-use assets, net | 590,298 | $ | 615,444 | ||
| Property, plant and equipment, net | 654,597 | 614,673 | |||
| Deferred income tax assets | 344 | 324 | |||
| Investment in associates | 8,317 | 7,944 | |||
| Total non-current assets | 1,253,556 | $ | 1,238,385 | ||
| TOTAL ASSETS | 3,597,913 | $ | 4,162,840 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| Current liabilities | |||||
| Other payables and accrued liabilities | 879,227 | $ | 1,151,256 | ||
| Account payables (including 62,242 and 19,984 of account payable to related party as of June 30, 2025, and December 31, 2024, respectively) | 120,372 | 39,296 | |||
| Income tax payable | 3,357 | 60,483 | |||
| Amount due to director | 121,698 | 146,018 | |||
| Lease liability – current portion | 56,584 | 64,787 | |||
| Total current liabilities | 1,181,238 | $ | 1,461,840 | ||
| Non-current liabilities | |||||
| Lease liability – non-current portion | 533,714 | 550,657 | |||
| Deferred tax liabilities | 5,302 | 4,991 | |||
| Total non-current liabilities | 539,016 | $ | 555,648 | ||
| TOTAL LIABILITIES | 1,720,254 | $ | 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 June 30, 2025 and December 31, 2024 | 8,192 | 8,155 | |||
| Additional paid-in capital | 10,795,250 | 10,467,687 | |||
| Accumulated other comprehensive loss | (169,480 | ) | (271,870 | ) | |
| Accumulated deficit | (8,719,830 | ) | (8,039,600 | ) | |
| Non-controlling interest | (36,473 | ) | (19,020 | ) | |
| TOTAL STOCKHOLDERS’ DEFICIT | 1,877,659 | $ | 2,145,352 | ||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 3,597,913 | $ | 4,162,840 |
All values are in US Dollars.
Investors& Media Contact:
Tom Baumann
FNK IR
646.349.6641
asfh@fnkir.com
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