Atlas Trinity Tech Co., Ltd 6-K, filed Mar 18, 2026
Atlas Trinity Tech Co., Ltd. (ATTT)
About this 6-K
Atlas Trinity Tech Co., Ltd filed this 6-K on March 18, 2026.
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 March 2026
Commission File Number: 001-42100
RAYTECH HOLDING LIMITED
(Exact name of registrant as specified in its charter)
Unit 609, 6/F, Nan Fung Commercial Centre,
No.19 Lam Lok Street, Kowloon Bay, Hong Kong
(Address of Principal Executive Office)
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 ☐
As previously disclosed in the Report on Form 6‑K of Raytech Holding Limited, a British Virgin Islands company (the “Company”), filed with the Securities and Exchange Commission on December 29, 2025, Raytech Innovation Limited (the “Purchaser”), a wholly-owned subsidiary of the Company, entered into an Agreement for Sale and Purchase of 100% of the Issued Share Capital in Worry Free Group (HK) Limited (the “Target”) with Wang Yafeng on December 23, 2025. On December 29, 2025, the Purchaser completed the acquisition and acquired 100% of the Issued Share Capital in the Target.
Audited financial statements of the Target for the fiscal year ended March 31, 2025, unaudited interim condensed consolidated financial statements of the Target for the six months ended September 30, 2025, and unaudited pro forma condensed combined financial information of the Company and the Target are furnished as Exhibit 99.1, 99.2 and 99.3 to this Report on Form 6-K.
These contents are hereby incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-290696) that was initially filed with the SEC on October 3, 2025 and declared effective by the SEC on December 18, 2025.
1
EXHIBIT INDEX
2
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.
| Raytech Holding Limited | ||
| Date: March 18, 2026 | By: | /s/ Tim Hoi Ching |
| Name: | Tim Hoi Ching | |
| Title: | Chief Executive Officer | |
3
Exhibit 99.1
WORRY FREE GROUP (HONG KONG) LIMITED
INDEX TO FINANCIAL STATEMENTS
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Raytech Holding Limited
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Worry Free Group (Hong Kong) Limited (collectively the “Company”) as of March 31, 2025, and the related statements of operations and comprehensive income, changes in shareholder’s equity, and cash flows for the period then ended and for the period from April 8, 2024 through March 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2025, and the results of its operations and its cash flows for the period then ended and for the period from April 8, 2024 through March 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Assentsure PAC
Singapore
March 16, 2026
PCAOB ID Number 6783
We have served as the Company’s auditor since 2025.
F-2
WORRY FREE GROUP (HONG KONG) LIMITED
BALANCE SHEETS
| As of March 31, | ||||||||||
| Notes | 2025 | 2025 | ||||||||
| HKD | US$ | |||||||||
| ASSETS | ||||||||||
| CURRENT ASSETS | ||||||||||
| Cash and cash equivalents | 429,270 | 55,177 | ||||||||
| Accounts receivable, net | 3 | 2,891,850 | 371,707 | |||||||
| Prepayments | 809,500 | 104,050 | ||||||||
| TOTAL CURRENT ASSETS | 4,130,620 | 530,934 | ||||||||
| TOTAL ASSETS | 4,130,620 | 530,934 | ||||||||
| LIABILITIES AND EQUITY | ||||||||||
| CURRENT LIABILITIES | ||||||||||
| Accounts payable | 3 | 2,111,000 | 271,340 | |||||||
| Other payables and accrued liabilities | 8,250 | 1,060 | ||||||||
| Taxes payable | 5 | 33,072 | 4,251 | |||||||
| Amounts due to shareholder | 6 | 1,488,328 | 191,304 | |||||||
| TOTAL CURRENT LIABILITIES | 3,640,650 | 467,955 | ||||||||
| TOTAL LIABILITIES | 3,640,650 | 467,955 | ||||||||
| COMMITMENTS AND CONTINGENCIES | 7 | - | - | |||||||
| SHAREHOLDER’S EQUITY | ||||||||||
| Ordinary share, HKD1 par value: 100,000 shares authorized and issued as of March 31, 2025 | 100,000 | 12,854 | ||||||||
| Retained earnings | 389,970 | 50,125 | ||||||||
| TOTAL SHAREHOLDER’S EQUITY | 489,970 | 62,979 | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY | 4,130,620 | 530,934 | ||||||||
F-3
WORRY FREE GROUP (HONG KONG) LIMITED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
| Notes | From April 8, 2024 to March 31, 2025 | |||||||||
| HKD | US$ | |||||||||
| REVENUE | 3 | 27,454,540 | 3,528,907 | |||||||
| OPERATING EXPENSES | ||||||||||
| Cost of revenue | 3 | (26,823,100 | ) | (3,447,744 | ) | |||||
| Selling, general and administrative expenses | 4 | (213,321 | ) | (27,419 | ) | |||||
| Total operating expenses | (27,036,421 | ) | (3,475,163 | ) | ||||||
| INCOME FROM OPERATIONS | 418,119 | 53,744 | ||||||||
| Interest income | 3,990 | 513 | ||||||||
| Gain from foreign currency exchange, net | 3,677 | 473 | ||||||||
| Other loss, net | (2,744 | ) | (354 | ) | ||||||
| Profit before income taxes | 423,042 | 54,376 | ||||||||
| Income tax expense | 5 | (33,072 | ) | (4,251 | ) | |||||
| Net profit | 389,970 | 50,125 | ||||||||
| Net profit per share attributable to ordinary shareholders of the Company’s shareholder | ||||||||||
| Basic and diluted | 3.9 | 0.5 | ||||||||
| Weighted average shares used in calculating net profit per share | ||||||||||
| Basic and diluted | 100,000 | 100,000 | ||||||||
F-4
WORRY FREE GROUP (HONG KONG) LIMITED
STATEMENTS OF CHANGES IN SHAREHOLDER’S EQUITY
| Number of ordinary shares* | Ordinary shares | Retained earnings | Total shareholder’s equity | |||||||||||||
| HKD | HKD | HKD | ||||||||||||||
| Balance as of April 8, 2024 | - | - | - | - | ||||||||||||
| Issue of shares | 100,000 | 100,000 | - | 100,000 | ||||||||||||
| Net income | – | – | 389,970 | 389,970 | ||||||||||||
| Balance as of March 31, 2025 | 100,000 | 100,000 | 389,970 | 489,970 | ||||||||||||
| Balance as of March 31, 2025, in US$ | 100,000 | 12,854 | 50,125 | 62,979 | ||||||||||||
F-5
WORRY FREE GROUP (HONG KONG) LIMITED
STATEMENTS OF CASH FLOWS
From April 8, 2024 to March 31, 2025 | ||||||||
| HKD | US$ | |||||||
| Cash flows from operating activities: | ||||||||
| Net profit | 389,970 | 50,125 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | (2,891,850 | ) | (371,707 | ) | ||||
| Prepayments | (809,500 | ) | (104,050 | ) | ||||
| Accounts payable | 2,111,000 | 271,340 | ||||||
| Taxes payable | 33,072 | 4,251 | ||||||
| Other payables and accrued liabilities | 8,250 | 1,060 | ||||||
| Net cash used in operating activities | (1,159,058 | ) | (148,981 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of shares | 100,000 | 12,854 | ||||||
| Advances from shareholder | 1,488,328 | 191,304 | ||||||
| Net cash provided by financing activities | 1,588,328 | 204,158 | ||||||
| Net increase in cash and cash equivalents | 429,270 | 55,177 | ||||||
| Cash and cash equivalents, April 8, 2024 | - | - | ||||||
| Cash and cash equivalents, end of period | 429,270 | 55,177 | ||||||
F-6
WORRY FREE GROUP (HONG KONG) LIMITED
NOTES TO FINANCIAL STATEMENTS
1. GENERAL INFORMATION, ORGANIZATION AND PRINCIPAL ACTIVITIES
Worry Free Group (Hong Kong) Limited (“Worryfree” or “the Company”) is a limited liability company incorporated in Hong Kong on April 8, 2024. The principal activities of the Company are providing marketing solutions and execution to its customers. The registered office is located at Unit 32 of Fty A, 5th Floor Union Hing Yip Factory Building, No. 20 Hing Yip Street, Kwun Tong, Hong Kong .
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”). Significant accounting policies followed by the Company in the preparation of the accompanying financial statements are summarized below.
Use of Estimates
The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported revenues, costs and expenses during the reported period in the financial statements and accompanying notes. These accounting estimates reflected in the Company’s financial statements mainly include, but are not limited to, current expected credit losses and income tax. Actual results could differ from those estimates.
Foreign currency translation
The Company uses Hong Kong dollars (“HKD”) as its reporting currency. The functional currency of the Company which is incorporated in Hong Kong is HKD, which is its respective local currency based on the criteria of ASC 830, “Foreign Currency Matters”.
Convenience translation
Translations of amounts in the balance sheets, statements of operations and comprehensive income and statements of cash flows from HKD into US$ as of and for the period ended March 31, 2025 are solely for the convenience of the reader and were calculated at the noon buying rate of US$1 = HKD7.7799, as published in H.10 statistical release of the United States Federal Reserve Board. No representation is made that the HKD amounts could have been, or could be, converted, realized or settled into US$ at such rate or at any other rate.
In the financial statements of the Company, transactions in currencies other than the functional currency are measured and recorded in the functional currency using the exchange rate in effect at the date of the transaction. At the balance sheet date, monetary assets and liabilities that are denominated in currencies other than the functional currency are translated into the functional currency using the exchange rate at the balance sheet date. All gains and losses arising from foreign currency transactions are recorded in the statements of operations and comprehensive income during the period in which they occur.
F-7
WORRY FREE GROUP (HONG KONG) LIMITED
NOTES TO FINANCIAL STATEMENTS
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Current Expected Credit Losses
The Company adopted ASC Topic 326, “Financial Instruments — Credit Losses”, for credit loss assessment using the modified retrospective approach for all in-scope assets. The Company’s in-scope assets are primarily accounts receivable and prepayments. To estimate expected credit losses, the Company has identified the relevant risk factors which include suppliers’ credits and accounts aging. Accounts with similar risk factors have been grouped into pools. For each pool, the Company considers the collection experience, current economic conditions and future economic conditions. In consideration of short aging and the Company’s collection experience, no current expected credit loss expenses are recognized in general and administrative expenses for the period ended March 31, 2025.
Cash and Cash Equivalents
Cash and cash equivalents represent cash at bank. The Company maintains its bank accounts in Hong Kong.
Accounts receivable, net
Accounts receivable are recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts.
The Company make estimates of expected credit and collectability trends for the allowance for credit losses and allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect our ability to collect from customers. The provision is recorded against accounts receivable balances, with a corresponding charge recorded in the statements of operations and comprehensive income. Actual amounts received may differ from management’s estimate of credit worthiness and the economic environment. Delinquent account balances are written off against the allowance for credit losses after management has determined that the likelihood of collection is not probable.
Allowance for credit losses was nil as of March 31, 2025.
Prepayments
Prepayments represent the pre-payments to authorized agents of media platforms before their services are provided. It is recognized at the cost amount less an allowance for credit losses. An estimate for the allowance for credit losses is discussed above in “Current Expected Credit Losses”.
Other payables and accrued liabilities
Other payables and accrued liabilities represent the amounts due to non-trade suppliers.
F-8
WORRY FREE GROUP (HONG KONG) LIMITED
NOTES TO FINANCIAL STATEMENTS
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Revenue Recognition
Revenue from contracts with customers is recognized using the five-step model defined by ASC Topic 606 requires the Company to (1) identify its contracts with customers, (2) identify its performance obligations under those contracts, (3) determine the transaction prices of those contracts, (4) allocate the transaction prices to its performance obligations in those contracts and (5) recognize revenue when each performance obligation under those contracts is satisfied. Revenue is recognized when promised goods or services are transferred to the customer in an amount that reflects the consideration expected in exchange for those goods or services.
Under ASC 606, revenue is recognized when control of promised goods or services is transferred to the Company’s customers in an amount of consideration to which an entity expects to be entitled to in exchange for those goods or services. Control is the ability to direct the use of and obtain substantially all of the remaining benefits from the specified goods and services.
The Company currently generates its revenue through delivering customer-tailored marketing solutions services to its customers. The Company recognized revenue when marketing services are delivered and accepted by customers. The Company recognized revenue amounting HKD27,454,540 (USD3,528,907) for the period ended March 31, 2025.
The Company is considered as principal in all above business for: a) the Company purchase and control the traffic and others online services in order to provide the service to our clients; b) the Company bear sole responsibility for fulfillment of the advertising promise and cost related risks and; c) the Company have full discretion in establishing prices, both selling and purchase price.
Cost of Revenue
Cost of revenue primarily presents the costs with media resources, design and content engineering service, and technical consultant services. All costs are expensed in the period in which the services are delivered to the Company.
Selling, general and administrative expenses
Selling, general and administrative expenses consist primarily of marketing and promotion and general administrative expenses such as telecommunication and internet, and other miscellaneous administrative expenses.
F-9
WORRY FREE GROUP (HONG KONG) LIMITED
NOTES TO FINANCIAL STATEMENTS
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Taxation
1) Income tax
Worryfree is incorporated in and carrying out its business and trade in Hong Kong and is subject to Hong Kong profits tax under Inland Revenue Department Ordinance. Current income taxes are provided on the basis of net income for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions.
2) Uncertain tax positions
An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination. The amount recognized is the largest amount of tax benefit that is greater than 50% likely to be realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. No significant penalties or interest relating to income taxes have been incurred during the period ended March 31, 2025.
Earnings per share
Basic earnings per share is computed by dividing net income attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised into ordinary shares. Common share equivalents are excluded from the computation of the diluted earnings per share in years when their effect would be anti-dilutive. The Company has not issued any equity instruments that have potential dilutive effects.
Newly adopted accounting pronouncements
In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 added a new impairment model (known as the CECL model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses. The CECL model applies to financial assets measured at amortized costs, including loans and accounts receivable. The CECL model does not have a minimum threshold for recognition of impairment losses and entities will need to measure expected credit losses on assets that have a low risk of loss. As an emerging growth company, the Company was permitted to adopt the new standard for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company has early adopted the new standard effective April 1, 2022, which didn’t have a material impact on the consolidated financial statements.
F-10
WORRY FREE GROUP (HONG KONG) LIMITED
NOTES TO FINANCIAL STATEMENTS
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recently issued accounting pronouncements not yet adopted
In December 2025, the FASB issued ASU 2025-11, which is intended to improve the navigability of the guidance in ASC 270 and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP. The ASU also addresses the form and content of such financial statements, adds lists to ASC 270 of the interim disclosures required by all other Codification topics, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. As the Board stated in the proposed guidance and reiterates in the ASU, the amendments are not intended to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements. For public business entities, the amendments in ASU 2025-11 are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. For entities other than public business entities, for interim reporting periods within annual reporting periods beginning after December 15, 2028. Early adoption is permitted for all entities.
In July 2025, the FASB issued ASU 2025-05, which amends ASC 326-20 to provide a practical expedient for all entities which elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset in developing reasonable and supportable forecasts as part of estimating expected credit losses, and an accounting policy election for all entities, other than a public business entity, that elect the practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. Under ASU 2025-05, an entity is required to disclose whether it has elected to use the practical expedient and, if so, whether it has also applied the accounting policy election. An entity that makes the accounting policy election is required to disclose the date through which subsequent cash collections are evaluated. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. Entities should apply the new guidance prospectively. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact.
In January 2025, the FASB issued ASU 2025-01, “Income Statement – Comprehensive Income – Expense Disaggregation Disclosure (Subtopic 220-40): Clarifying the Effective Date.” This pronouncement revises the effective date of ASU 2024-03 and clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Entities within the ASU’s scope are permitted to early adopt the accounting standard update. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact.
In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This pronouncement introduces new disclosure requirements aimed at enhancing transparency in financial reporting by requiring disaggregation of specific income statement expense captions. Under the new guidance, entities are required to disclose a breakdown of certain expense categories, such as: employee compensation; depreciation; amortization, and other material components. The disaggregated information can be presented either on the face of the income statement or in the notes to the financial statements, often using a tabular format. The ASU is effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact. In January 2025, the FASB issued ASU 2025-01, which revises the effective date of ASU 2024-03 (on disclosures about disaggregation of income statement expenses) “to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.” Entities within the ASU’s scope are permitted to early adopt the ASU. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact.
F-11
WORRY FREE GROUP (HONG KONG) LIMITED
NOTES TO FINANCIAL STATEMENTS
3. CONCENTRATION AND RISKS
The Company is exposed to concentration risks, which is analyzed as follows:
Major Customers
For the period ended March 31, 2025, revenues have been generated from the following entities that accounted for more than 10% of total sales and accounts receivable for the period presented:
Percentage
| Percentage
of | |||||||
| 2025 | 2025 | |||||||
| Customer A | 21.8 | % | 64.4 | % | ||||
| Customer B | 20.4 | % | - | % | ||||
| Customer C | 18.5 | % | - | % | ||||
| Customer D | 13.1 | % | 35.6 | % | ||||
| Customer E | 16.0 | % | - | % | ||||
| Customer F | 10.2 | % | - | % | ||||
| Total major customers | 100 | % | 100 | % | ||||
Major suppliers
For the period ended March 31, 2025, purchases have been generated from the following entities that accounted for more than 10% of total costs and accounts payable for the period presented:
| Percentage of costs for the period ended March 31, | Percentage
of | |||||||
| 2025 | 2025 | |||||||
| Supplier A | 67.2 | % | - | % | ||||
| Supplier B | 10.7 | % | 100 | % | ||||
| Supplier C* | * | % | - | % | ||||
| Supplier D | 12.7 | % | - | % | ||||
| Total major suppliers | 90.6 | % | 100 | % | ||||
| * | Supplier C is the sole supplier have been generated purchase less the 10% of total costs during the period ended March 31, 2025. |
F-12
WORRY FREE GROUP (HONG KONG) LIMITED
NOTES TO FINANCIAL STATEMENTS
4. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
| For the period ended March 31, 2025 | ||||||||
| HKD | US$ | |||||||
| Marketing and promotion | 84,326 | 10,839 | ||||||
| Telecommunication and Internet | 117,000 | 15,039 | ||||||
| Others | 11,995 | 1,541 | ||||||
| Total | 213,321 | 27,419 | ||||||
5. TAXATION
Income Tax
Hong Kong, PRC
Under the current Hong Kong Inland Revenue Ordinance, Worryfree is subject to a progressive income tax rate, 8.25% for assessable profits not exceeding HK$ 2 million and 16.5% for assessable profits in excess of HK$ 2 million on their taxable income generated from operations in Hong Kong.
The following table presented the composition of income tax expenses for the period ended March 31, 2025
| For the period ended March 31, 2025 | ||||||||
| HKD | US$ | |||||||
| Current income tax expense | 33,072 | 4,251 | ||||||
| Total | 33,072 | 4,251 | ||||||
F-13
WORRY FREE GROUP (HONG KONG) LIMITED
NOTES TO FINANCIAL STATEMENTS
5. TAXATION (CONTINUED)
Income Tax (CONTINUED)
The following table reconciles Hong Kong statutory rates to the Company’s effective tax rate:
| For the period ended March 31, 2025 | ||||||||
| HKD | US$ | |||||||
| Profit before provision for income taxes | 423,042 | 54,376 | ||||||
| Hong Kong statutory income tax rate | 16.5 | % | 16.5 | % | ||||
| Income tax expense computed at statutory rate | 69,802 | 8,972 | ||||||
| Reconciling items: | ||||||||
| Non-taxable items in Hong Kong | (35,230 | ) | (4,528 | ) | ||||
| Tax credit | (1,500 | ) | (193 | ) | ||||
| Effective income tax expenses | 33,072 | 4,251 | ||||||
Uncertain Tax Position
The Company evaluates the level of authority for each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of March 31, 2025, the Company did not have any unrecognized tax benefits. For the period ended March 31, 2025, the Company had no unrecognized tax benefits. Tax years are typically subject to examination for up to 7 years.
F-14
WORRY FREE GROUP (HONG KONG) LIMITED
NOTES TO FINANCIAL STATEMENTS
6. RELATED PARTY BALANCES AND TRANSACTIONS
The table below sets forth the major related party of the Company and their relationships with the Company:
| Names of the related party | Relationship with the Company | |
| WANG YAFENG | Sole director & shareholder of the Company |
Amounts due to related party
| As of March 31, 2025 | ||||||||
| HKD | US$ | |||||||
| WANG YAFENG | 1,488,328 | 191,304 | ||||||
| Total | 1,488,328 | 191,304 | ||||||
All working capital loans from related party were of no collateral nor guarantee, and were interest free.
As of March 31, 2025, loans are to be repaid on demand by WANG YAFENG.
The Company did not engage in other transactions with related party for the period ended March 31, 2025.
7. COMMITMENTS AND CONTINGENCIES
From time to time, the Company may become involved in claims, investigations and proceedings in the ordinary course of business. As of the date that the financial statements are issued, the Company reviews its regulatory inquiries and other legal proceedings on an ongoing basis, evaluates whether potential regulatory fines or losses from proceedings are probable and make estimates of the loss if probable. As of March 31, 2025, the Company believes that none of these matters, individually or in combination had a material effect on its business, assets or operations and there was no accrual for such matters.
8. SUBSEQUENT EVENTS
On December 23, 2025, the Company’s shareholder entered into an Agreement for sale and purchase of 100% of the issued share capital in Worryfree (the “Merger Agreement”), by and among Raytech Innovation Limited (“Merger Sub”), which provides for, among other things, the merger of the Company with and into Merger Sub, with the Company being the surviving corporation of the merger and a direct, wholly owned subsidiary of Raytech Holding Ltd (RAY, a NASDAQ listed group) (the “Acquisition”).
All subsequent events requiring recognition as of March 31, 2025 have been incorporated into these financial statements and there are no other significant subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events”.
F-15
Exhibit 99.2
WORRY FREE GROUP (HONG KONG) LIMITED
INDEX TO FINANCIAL STATEMENTS
F-1
WORRY FREE GROUP (HONG KONG) LIMITED
UNAUDITED BALANCE SHEETS
| As of | ||||||||||||||
| March 31, | September 30, | |||||||||||||
| Notes | 2025 | 2025 | 2025 | |||||||||||
| HKD | HKD | US$ | ||||||||||||
| (Audited) | (Unaudited) | |||||||||||||
| ASSETS | ||||||||||||||
| CURRENT ASSETS | ||||||||||||||
| Cash and cash equivalents | 429,270 | 6,755,697 | 868,241 | |||||||||||
| Accounts receivable, net | 3 | 2,891,850 | 17,811,850 | 2,289,175 | ||||||||||
| Prepayments | 809,500 | - | - | |||||||||||
| TOTAL CURRENT ASSETS | 4,130,620 | 24,567,547 | 3,157,416 | |||||||||||
| TOTAL ASSETS | 4,130,620 | 24,567,547 | 3,157,416 | |||||||||||
| LIABILITIES AND EQUITY | ||||||||||||||
| CURRENT LIABILITIES | ||||||||||||||
| Accounts payable | 3 | 2,111,000 | 21,966,500 | 2,823,131 | ||||||||||
| Other payables and accrued liabilities | 8,250 | 21,995 | 2,827 | |||||||||||
| Taxes payable | 5 | 33,072 | 33,072 | 4,250 | ||||||||||
| Amounts due to shareholder | 7 | 1,488,328 | 2,144,972 | 275,671 | ||||||||||
| TOTAL CURRENT LIABILITIES | 3,640,650 | 24,166,539 | 3,105,879 | |||||||||||
| TOTAL LIABILITIES | 3,640,650 | 24,166,539 | 3,105,879 | |||||||||||
| COMMITMENTS AND CONTINGENCIES | 8 | - | - | - | ||||||||||
| SHAREHOLDER’S EQUITY | ||||||||||||||
| Ordinary share, HKD1 par value: 100,000 shares authorized and issued as of September 30, 2025 and March 31, 2025 respectively | 100,000 | 100,000 | 12,852 | |||||||||||
| Retained earnings | 389,970 | 301,008 | 38,685 | |||||||||||
| TOTAL SHAREHOLDER’S EQUITY | 489,970 | 401,008 | 51,537 | |||||||||||
| TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY | 4,130,620 | 24,567,547 | 3,157,416 | |||||||||||
F-2
WORRY FREE GROUP (HONG KONG) LIMITED
UNAUDITED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS)
| Notes | From April 8, to September 30, 2024 | For the six months ended September 30, 2025 | ||||||||||||
| HKD | HKD | US$ | ||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||
| REVENUE | 3 | 16,915,080 | 34,276,700 | 4,405,236 | ||||||||||
| OPERATING EXPENSES | ||||||||||||||
| Cost of revenue | 3 | (16,499,180 | ) | (32,775,600 | ) | (4,212,315 | ) | |||||||
| Selling, general and administrative expenses | 4 | (81,745 | ) | (1,591,290 | ) | (204,512 | ) | |||||||
| Total operating expenses | (16,580,925 | ) | (34,366,890 | ) | (4,416,827 | ) | ||||||||
| INCOME FROM OPERATIONS | 334,155 | (90,190 | ) | (11,591 | ) | |||||||||
| Interest income | 1,262 | 5,651 | 726 | |||||||||||
| Loss from foreign currency exchange | (3,315 | ) | (2,415 | ) | (310 | ) | ||||||||
| Other loss, net | (1,441 | ) | (2,008 | ) | (258 | ) | ||||||||
| Profit/(Loss) before income taxes | 330,661 | (88,962 | ) | (11,433 | ) | |||||||||
| Income tax expense | 5 | – | – | – | ||||||||||
| Net profit/(loss) | 330,661 | (88,962 | ) | (11,433 | ) | |||||||||
| Net profit/(loss) per share attributable to ordinary shareholders of the Company’s shareholder | ||||||||||||||
| Basic and diluted | 3.3 | (0.9 | ) | (0.1 | ) | |||||||||
| Weighted average shares used in calculating net profit/(loss) per share | ||||||||||||||
| Basic and diluted | 100,000 | 100,000 | 100,000 | |||||||||||
F-3
WORRY FREE GROUP (HONG KONG) LIMITED
UNAUDITED STATEMENTS OF CHANGES IN SHAREHOLDER’S EQUITY
| Number of ordinary shares* | Ordinary shares | Retained earnings | Total shareholder’s equity | |||||||||||||
| HKD | HKD | HKD | ||||||||||||||
| Balance as of April 8, 2024 | - | - | - | - | ||||||||||||
| Issue of shares | 100,000 | 100,000 | - | 100,000 | ||||||||||||
| Net profit | – | – | 330,661 | 330,661 | ||||||||||||
| Balance as of September 30, 2024 | 100,000 | 100,000 | 330,661 | 430,661 | ||||||||||||
| Balance as of April 1, 2025 | 100,000 | 100,000 | 389,970 | 489,970 | ||||||||||||
| Net loss | – | – | (88,962 | ) | (88,962 | ) | ||||||||||
| Balance as of September 30, 2025, in HKD | 100,000 | 100,000 | 301,008 | 401,008 | ||||||||||||
| Balance as of September 30, 2025, in US$ | 12,852 | 38,685 | 51,537 | |||||||||||||
F-4
WORRY FREE GROUP (HONG KONG) LIMITED
UNAUDITED STATEMENTS OF CASH FLOWS
| From April 8, to September 30, 2024 | For the six months ended September 30, 2025 | |||||||||||
| HKD | HKD | US$ | ||||||||||
| (Unaudited) | (Unaudited) | |||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net profit/(loss) | 330,661 | (88,962 | ) | (11,433 | ) | |||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Accounts receivable | (16,150,680 | ) | (14,920,000 | ) | (1,917,518 | ) | ||||||
| Prepayments | (809,500 | ) | 809,500 | 104,037 | ||||||||
| Accounts payable | 12,815,880 | 19,855,500 | 2,551,826 | |||||||||
| Taxes payable | - | - | - | |||||||||
| Other payables and accrued liabilities | - | 13,745 | 1,767 | |||||||||
| Net cash (used in)/provided by operating activities | (3,813,639 | ) | 5,669,783 | 728,679 | ||||||||
| Cash flows from financing activities: | ||||||||||||
| Proceeds from issuance of shares | 100,000 | - | - | |||||||||
| Advances from shareholder | 3,776,733 | - | - | |||||||||
| Increase in amount due to shareholder | - | 656,644 | 84,392 | |||||||||
| Net cash provided by financing activities | 3,876,733 | 656,644 | 84,392 | |||||||||
| Net increase in cash and cash equivalents | 63,094 | 6,326,427 | 813,071 | |||||||||
| Cash and cash equivalents, beginning of period | - | 429,270 | 55,170 | |||||||||
| Cash and cash equivalents, end of period | 63,094 | 6,755,697 | 868,241 | |||||||||
F-5
WORRY FREE GROUP (HONG KONG) LIMITED
NOTES TO UNAUDITED FINANCIAL STATEMENTS
1. GENERAL INFORMATION, ORGANIZATION AND PRINCIPAL ACTIVITIES
Worry Free Group (Hong Kong) Limited (“Worryfree” or “the Company”) is a limited liability company incorporated in Hong Kong on April 8, 2024. The principal activities of the Company are providing marketing solutions and execution to its customers. The registered office is located at Unit 32 of Fty A, 5th Floor Union Hing Yip Factory Building, No. 20 Hing Yip Street, Kwun Tong, Hong Kong.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”). Significant accounting policies followed by the Company in the preparation of the accompanying financial statements are summarized below.
Use of Estimates
The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported revenues, costs and expenses during the reported period in the financial statements and accompanying notes. These accounting estimates reflected in the Company’s financial statements mainly include, but are not limited to, current expected credit losses and income tax. Actual results could differ from those estimates.
Foreign currency translation
The Company uses Hong Kong dollars (“HKD”) as its reporting currency. The functional currency of the Company which is incorporated in Hong Kong is HKD, which is its respective local currency based on the criteria of ASC 830, “Foreign Currency Matters”.
Convenience translation
Translations of amounts in the balance sheets, statements of operations and comprehensive income and statements of cash flows from HKD into US$ as of and for the six months ended September 30, 2025 are solely for the convenience of the reader and were calculated at the noon buying rate of US$1 = HKD7.7809, as published in H.10 statistical release of the United States Federal Reserve Board. No representation is made that the HKD amounts could have been, or could be, converted, realized or settled into US$ at such rate or at any other rate.
In the financial statements of the Company, transactions in currencies other than the functional currency are measured and recorded in the functional currency using the exchange rate in effect at the date of the transaction. At the balance sheet date, monetary assets and liabilities that are denominated in currencies other than the functional currency are translated into the functional currency using the exchange rate at the balance sheet date. All gains and losses arising from foreign currency transactions are recorded in the statements of operations and comprehensive income during the year in which they occur.
F-6
WORRY FREE GROUP (HONG KONG) LIMITED
NOTES TO UNAUDITED FINANCIAL STATEMENTS
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Current Expected Credit Losses
The Company adopted ASC Topic 326, “Financial Instruments — Credit Losses”, for credit loss assessment using the modified retrospective approach for all in-scope assets. The Company’s in-scope assets are primarily accounts receivable and prepayments. To estimate expected credit losses, the Company has identified the relevant risk factors which include suppliers’ credits and accounts aging. Accounts with similar risk factors have been grouped into pools. For each pool, the Company considers the collection experience, current economic conditions and future economic conditions. In consideration of short aging and the Company’s collection experience, no current expected credit loss expenses are recognized in general and administrative expenses for both the periods ended September 30, 2024 and 2025.
Cash and Cash Equivalents
Cash and cash equivalents represent cash at bank. The Company maintains its bank accounts in Hong Kong.
Accounts receivable, net
Accounts receivable are recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts.
The Company make estimates of expected credit and collectability trends for the allowance for credit losses and allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect our ability to collect from customers. The provision is recorded against accounts receivable balances, with a corresponding charge recorded in the statements of operations and comprehensive income. Actual amounts received may differ from management’s estimate of credit worthiness and the economic environment. Delinquent account balances are written off against the allowance for credit losses after management has determined that the likelihood of collection is not probable.
Allowance for credit losses was nil and nil as of September 30, 2025 and March 31, 2025, respectively.
Prepayments
Prepayments represent the pre-payments to authorized agents of media platforms before their services are provided. It is recognized at the cost amount less an allowance for credit losses. An estimate for the allowance for credit losses is discussed above in “Current Expected Credit Losses”.
Other payables and accrued liabilities
Other payables and accrued liabilities represent the amounts due to non-trade suppliers.
F-7
WORRY FREE GROUP (HONG KONG) LIMITED
NOTES TO UNAUDITED FINANCIAL STATEMENTS
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Revenue Recognition
Revenue from contracts with customers is recognized using the five-step model defined by ASC Topic 606 requires the Company to (1) identify its contracts with customers, (2) identify its performance obligations under those contracts, (3) determine the transaction prices of those contracts, (4) allocate the transaction prices to its performance obligations in those contracts and (5) recognize revenue when each performance obligation under those contracts is satisfied. Revenue is recognized when promised goods or services are transferred to the customer in an amount that reflects the consideration expected in exchange for those goods or services.
Under ASC 606, revenue is recognized when control of promised goods or services is transferred to the Company’s customers in an amount of consideration to which an entity expects to be entitled to in exchange for those goods or services. Control is the ability to direct the use of and obtain substantially all of the remaining benefits from the specified goods and services.
The Company currently generates its revenue through delivering customer-tailored marketing solutions services to its customers. The Company recognized revenue when marketing services are delivered and accepted by customers. The Company recognized revenue amounting HKD16,915,080 and HKD34,276,700 (USD4,405,236) for the periods ended September 30, 2024 and 2025, respectively.
The Company is considered as principal in all above business for: a) the Company purchase and control the traffic and others online services in order to provide the service to our clients; b) the Company bear sole responsibility for fulfillment of the advertising promise and cost related risks and; c) the Company have full discretion in establishing prices, both selling and purchase price.
Cost of Revenue
Cost of revenue primarily presents the costs with media resources, design and content engineering service, and technical consultant services. All costs are expensed in the period in which the services are delivered to the Company.
Selling, general and administrative expenses
Selling, general and administrative expenses consist primarily of marketing and promotion and general administrative expenses such as staff costs, rental expenses, telecommunication and internet, donation, and other miscellaneous administrative expenses.
F-8
WORRY FREE GROUP (HONG KONG) LIMITED
NOTES TO UNAUDITED FINANCIAL STATEMENTS
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Taxation
1) Income tax
Worryfree is incorporated in and carrying out its business and trade in Hong Kong and is subject to Hong Kong profits tax under Inland Revenue Department Ordinance. Current income taxes are provided on the basis of net income for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions.
2) Uncertain tax positions
An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination. The amount recognized is the largest amount of tax benefit that is greater than 50% likely to be realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. No significant penalties or interest relating to income taxes have been incurred during the periods ended September 30, 2024 and 2025.
Earnings per share
Basic earnings per share is computed by dividing net income attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised into ordinary shares. Common share equivalents are excluded from the computation of the diluted earnings per share in years when their effect would be anti-dilutive. The Company has not issued any equity instruments that have potential dilutive effects.
Newly adopted accounting pronouncements
In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 added a new impairment model (known as the CECL model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses. The CECL model applies to financial assets measured at amortized costs, including loans and accounts receivable. The CECL model does not have a minimum threshold for recognition of impairment losses and entities will need to measure expected credit losses on assets that have a low risk of loss. As an emerging growth company, the Company was permitted to adopt the new standard for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company has early adopted the new standard effective April 1, 2022, which didn’t have a material impact on the consolidated financial statements.
F-9
WORRY FREE GROUP (HONG KONG) LIMITED
NOTES TO UNAUDITED FINANCIAL STATEMENTS
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recently issued accounting pronouncements not yet adopted
In December 2025, the FASB issued ASU 2025-11, which is intended to improve the navigability of the guidance in ASC 270 and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP. The ASU also addresses the form and content of such financial statements, adds lists to ASC 270 of the interim disclosures required by all other Codification topics, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. As the Board stated in the proposed guidance and reiterates in the ASU, the amendments are not intended to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements. For public business entities, the amendments in ASU 2025-11 are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. For entities other than public business entities, for interim reporting periods within annual reporting periods beginning after December 15, 2028. Early adoption is permitted for all entities.
In July 2025, the FASB issued ASU 2025-05, which amends ASC 326-20 to provide a practical expedient for all entities which elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset in developing reasonable and supportable forecasts as part of estimating expected credit losses, and an accounting policy election for all entities, other than a public business entity, that elect the practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. Under ASU 2025-05, an entity is required to disclose whether it has elected to use the practical expedient and, if so, whether it has also applied the accounting policy election. An entity that makes the accounting policy election is required to disclose the date through which subsequent cash collections are evaluated. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. Entities should apply the new guidance prospectively. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact.
In January 2025, the FASB issued ASU 2025-01, “Income Statement – Comprehensive Income – Expense Disaggregation Disclosure (Subtopic 220-40): Clarifying the Effective Date.” This pronouncement revises the effective date of ASU 2024-03 and clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Entities within the ASU’s scope are permitted to early adopt the accounting standard update. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact.
In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This pronouncement introduces new disclosure requirements aimed at enhancing transparency in financial reporting by requiring disaggregation of specific income statement expense captions. Under the new guidance, entities are required to disclose a breakdown of certain expense categories, such as: employee compensation; depreciation; amortization, and other material components. The disaggregated information can be presented either on the face of the income statement or in the notes to the financial statements, often using a tabular format. The ASU is effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact. In January 2025, the FASB issued ASU 2025-01, which revises the effective date of ASU 2024-03 (on disclosures about disaggregation of income statement expenses) “to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.” Entities within the ASU’s scope are permitted to early adopt the ASU. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact.
F-10
WORRY FREE GROUP (HONG KONG) LIMITED
NOTES TO UNAUDITED FINANCIAL STATEMENTS
3. CONCENTRATION AND RISKS
The Company is exposed to concentration risks, which is analyzed as follows:
Major Customers
For the periods ended September 30, 2024 and 2025, revenues have been generated from the following entities that accounted for more than 10% of total sales and accounts receivable for the periods presented:
| Percentage of Revenue | Percentage of Accounts Receivable as of | |||||||||||||||
| from April 8, 2024 to September 30, 2024 | for the six months Ended September 30, 2025 | March 31, 2025 | September 30, 2025 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||||
| Customer A | 24.1 | % | 28.3 | % | 64.4 | % | 38.5 | % | ||||||||
| Customer B | 33.1 | % | - | % | - | % | - | % | ||||||||
| Customer C | 30.0 | % | - | % | - | % | - | % | ||||||||
| Customer D | 12.8 | % | 25.3 | % | 35.6 | % | 33.9 | % | ||||||||
| Customer E | - | % | 28.0 | % | - | % | 27.6 | % | ||||||||
| Customer F | - | % | 18.4 | % | - | % | - | % | ||||||||
| Total major customers | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||
Major suppliers
For the periods ended September 30, 2024 and 2025, purchases have been generated from the following entities that accounted for more than 10% of total costs and accounts payable for the periods presented:
| Percentage of costs | Percentage of Accounts Payable as of | |||||||||||||||
| from April 8, 2024 to September 30, 2024 | for the six months Ended September 30, 2025 | March 31, 2025 | September 30, 2025 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||||
| Supplier A | 76.3 | % | 57.1 | % | - | % | 49.2 | % | ||||||||
| Supplier B | 14.6 | % | - | % | 100 | % | - | % | ||||||||
| Supplier C* | * | % | - | % | - | % | - | % | ||||||||
| Supplier D | - | % | 26.9 | % | - | % | 30.5 | % | ||||||||
| Supplier E | - | % | 16.0 | % | - | % | 20.3 | % | ||||||||
| Total major suppliers | 90.9 | % | 100 | % | 100 | % | 100 | % | ||||||||
| * | Supplier C was the Company’s sole supplier during the period ended September 30, 2024, and purchases from this supplier accounted for less than 10% of total costs. |
F-11
WORRY FREE GROUP (HONG KONG) LIMITED
NOTES TO UNAUDITED FINANCIAL STATEMENTS
4. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
| From April 8, 2024 to September 30, 2024 | For the six months Ended September 30, 2025 | |||||||||||
| HKD | HKD | US$ | ||||||||||
| (Unaudited) | ||||||||||||
| Marketing and promotion | 78,000 | 244,388 | 31,409 | |||||||||
| Staff costs | - | 394,227 | 50,666 | |||||||||
| Rental expenses | - | 189,912 | 24,407 | |||||||||
| Telecommunication and Internet | - | 234,000 | 30,074 | |||||||||
| Donation | - | 500,000 | 64,260 | |||||||||
| Others | 3,745 | 28,763 | 3,696 | |||||||||
| Total | 81,745 | 1,591,290 | 204,512 | |||||||||
5. TAXATION
Income Tax
Hong Kong, PRC
Under the current Hong Kong Inland Revenue Ordinance, Worryfree is subject to a progressive income tax rate, 8.25% for assessable profits not exceeding HK$ 2 million and 16.5% for assessable profits in excess of HK$ 2 million on their taxable income generated from operations in Hong Kong.
F-12
WORRY FREE GROUP (HONG KONG) LIMITED
NOTES TO UNAUDITED FINANCIAL STATEMENTS
5. TAXATION (CONTINUED)
Income Tax (CONTINUED)
The following table reconciles Hong Kong statutory rates to the Company’s effective tax rate:
| From April 8, 2024 to September 30, 2024 | For the six months Ended September 30, 2025 | |||||||||||
| HKD | HKD | US$ | ||||||||||
| (Unaudited) | ||||||||||||
| Profit/(Loss) before provision for income taxes | 330,661 | (88,962 | ) | (11,433 | ) | |||||||
| Hong Kong statutory income tax rate | 16.5 | % | 16.5 | % | 16.5 | % | ||||||
| Income tax expense computed at statutory rate | 54,559 | (14,679 | ) | (1,886 | ) | |||||||
| Reconciling items: | ||||||||||||
| Non-deductible items in Hong Kong | - | 14,679 | 1,886 | |||||||||
| Non-taxable items in Hong Kong | (53,059 | ) | - | - | ||||||||
| Tax credit | (1,500 | ) | - | - | ||||||||
| Effective income tax expenses | - | - | - | |||||||||
Uncertain Tax Position
The Company evaluates the level of authority for each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of September 30, 2024 and 2025, the Company did not have any unrecognized tax benefits. For the periods ended September 30, 2024 and 2025, the Company had no unrecognized tax benefits. Tax years are typically subject to examination for up to 7 years.
6. DEFINED CONTRIBUTION PLAN
For the employees in Hong Kong, PRC, the Company pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual basis. The Company has no further payment obligations once the contributions have been paid. The contributions are recognized as employee benefit expense when they are due. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available.
F-13
WORRY FREE GROUP (HONG KONG) LIMITED
NOTES TO UNAUDITED FINANCIAL STATEMENTS
7. RELATED PARTY BALANCES AND TRANSACTIONS
The table below sets forth the major related party of the Company and their relationships with the Company:
| Names of the related party | Relationship with the Company | |
| WANG YAFENG | Sole director & shareholder of the Company |
Amounts due to related party
| As of | ||||||||||||
| March 31, 2025 | September 30, 2025 | |||||||||||
| HKD | HKD | US$ | ||||||||||
| (Unaudited) | ||||||||||||
| WANG YAFENG | 1,488,328 | 2,144,972 | 275,671 | |||||||||
| Total | 1,488,328 | 2,144,972 | 275,671 | |||||||||
All working capital loans from related party were of no collateral nor guarantee, and were interest free.
As of March 31, 2025, loans are to be repaid on demand by WANG YAFENG.
As of September 30, 2025, loans are to be repaid on demand by WANG YAFENG.
The Company did not engage in other transactions with related party for the periods ended September 30, 2024 and 2025.
8. COMMITMENTS AND CONTINGENCIES
From time to time, the Company may become involved in claims, investigations and proceedings in the ordinary course of business. As of the date that the financial statements are issued, the Company reviews its regulatory inquiries and other legal proceedings on an ongoing basis, evaluates whether potential regulatory fines or losses from proceedings are probable and make estimates of the loss if probable. As of September 30, 2025, the Company believes that none of these matters, individually or in combination had a material effect on its business, assets or operations and there was no accrual for such matters.
9. SUBSEQUENT EVENTS
On December 23, 2025, the Company’s shareholder entered into an Agreement for sale and purchase of 100% of the issued share capital in Worryfree (the “Merger Agreement”), by and among Raytech Innovation Limited (“Merger Sub”), which provides for, among other things, the merger of the Company with and into Merger Sub, with the Company being the surviving corporation of the merger and a direct, wholly owned subsidiary of Raytech Holding Ltd (RAY, a NASDAQ listed group) (the “Acquisition”).
All subsequent events requiring recognition as of September 30, 2025 have been incorporated into these financial statements and there are no other significant subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events”.
F-14
Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial information presents the combination of the financial information of Raytech Holding Ltd (RAY) and Worry Free Group (Hong Kong) Limited (Worryfree) adjusted to give effect to the Business Combination. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.
The unaudited pro forma combined balance sheet as of September 30, 2025, gives pro forma effect to the Business Combination as if it had been consummated as of that date. The unaudited pro forma combined statements of operations for the six months ended September 30, 2025 and for the period ended March 31, 2025, give pro forma effect to the Business Combination as if it had occurred on April 1, 2024. This information should be read together with RAY’s and Worryfree’s respective unaudited financial statements and other financial information included elsewhere in this registration statement.
The unaudited pro forma combined balance sheet as of September 30, 2025, has been prepared using the following:
| ● | RAY’s unaudited consolidated balance sheet as of September 30, 2025, as included elsewhere in this registration statement; and | |
| ● | Worryfree’s unaudited condensed balance sheet as of September 30, 2025, as included elsewhere in this registration statement. |
The unaudited pro forma combined statement of operations for the six months ended September 30, 2025, has been prepared using the following:
| ● | RAY’s unaudited consolidated statement of operations for the six months ended September 30, 2025, as included elsewhere in this registration statement; and | |
| ● | Worryfree’s unaudited condensed statement of operations for the six months ended September 30, 2025, as included elsewhere in this registration statement. |
The unaudited pro forma combined statement of operations for the year ended March 31, 2025, has been prepared using the following:
| ● | RAY’s audited consolidated statement of operations for the year ended March 31, 2025, as included elsewhere in this registration statement; and | |
| ● | Worryfree’s audited condensed statement of operations for the period ended March 31, 2025, as included elsewhere in this registration statement (Operation result for the period from April 1 to 7, 2024 is considered nil for the pro forma). |
Description of the Business Combination
On December 23, 2025, RAY has entered into a Business Combination Agreement with Worryfree. Pursuant to the Business Combination Agreement, RAY will acquire 100% of Worryfree’s equity shares upon the consideration a total consideration of US$6,099,000, which consists of: (a) US$4,099,000 by cheque or telegraphic transfer upon completion (b) US$2,000,000 by way of issue of the Promissory Note with 2% interest per annum and maturity in 2 years (the “Business Combination”).
Basis of Pro Forma Presentation
The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The adjustments in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an illustrative understanding of the combined company upon consummation of the Business Combination in accordance with U.S. GAAP. Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial information are described in the accompanying notes.
The unaudited pro forma 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 combined financial information as being indicative of the historical financial position and results that would have been achieved had the companies always been combined or the future financial position and results that the Post-Combination Company will experience. RAY and Worryfree did not have any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
STATEMENTS
PRO FORMA COMBINED BALANCE SHEET
| 9/30/2025 | 9/30/2025 | 9/30/2025 | 9/30/2025 | 9/30/2025 | |||||||||||||||||
| (A) RAY (historical) | (B) Worryfree (historical) | Transaction Accounting Adjustments | Pro Forma Balance Sheet | Pro Forma Balance Sheet | |||||||||||||||||
| HKD | HKD | HKD | HKD | USD | |||||||||||||||||
| ASSETS | |||||||||||||||||||||
| CURRENT ASSETS | |||||||||||||||||||||
| Cash and cash equivalents | 121,544,270 | 6,755,697 | - | 128,299,967 | 16,489,091 | ||||||||||||||||
| Accounts receivable, net | 3,166,952 | 17,811,850 | - | 20,978,802 | 2,696,192 | ||||||||||||||||
| Merchandise inventories, net | 5,799,922 | - | - | 5,799,922 | 745,405 | ||||||||||||||||
| Prepayments | 15,194,115 | - | - | 15,194,115 | 1,952,746 | ||||||||||||||||
| TOTAL CURRENT ASSETS | 145,705,259 | 24,567,547 | - | 170,272,806 | 21,883,434 | ||||||||||||||||
| NON-CURRENT ASSETS | |||||||||||||||||||||
| Deferred offering cost | 659,625 | - | - | 659,625 | 84,775 | ||||||||||||||||
| Long-term deposits | 16,200 | - | - | 16,200 | 2,082 | ||||||||||||||||
| Goodwill | - | - | 47,978,180 | (1) | 47,978,180 | 6,166,148 | |||||||||||||||
| TOTAL NON-CURRENT ASSETS | 675,825 | - | 47,978,180 | 48,654,005 | 6,253,005 | ||||||||||||||||
| TOTAL ASSETS | 146,381,084 | 24,567,547 | 47,978,180 | 218,926,811 | 28,136,439 | ||||||||||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||||||||||||
| CURRENT LIABILITIES | |||||||||||||||||||||
| Accounts payable | 1,072,335 | 21,966,500 | - | 23,038,835 | 2,960,947 | ||||||||||||||||
| Accounts payable - related parties | 22,266,672 | - | - | 22,266,672 | 2,861,709 | ||||||||||||||||
| Other payables and accrued liabilities | 1,351,231 | 21,995 | 48,078,180 | (1) | 49,451,406 | 6,355,487 | |||||||||||||||
| Contract liabilities | 2,773,891 | - | - | 2,773,891 | 356,500 | ||||||||||||||||
| Tax payables | 1,304,285 | 33,072 | - | 1,337,357 | 171,877 | ||||||||||||||||
| Amount due to shareholder | – | 2,144,972 | - | 2,144,972 | 275,671 | ||||||||||||||||
| TOTAL CURRENT LIABILITIES | 28,768,414 | 24,166,539 | 48,078,180 | 101,013,133 | 12,982,191 | ||||||||||||||||
| TOTAL LIABILITIES | 28,768,414 | 24,166,539 | 48,078,180 | 101,013,133 | 12,982,191 | ||||||||||||||||
| (A) | Derived from unaudited condensed consolidated balance sheet of RAY as of September 30, 2025, as part of its unaudited financial statements for the six months ended September 30, 2025; |
| (B) | Derived from unaudited balance sheet of Worryfree as of September 30, 2025, as part of its unaudited financial statements for the six months ended September 30, 2025. |
| (1) | Reflects the estimated consideration payable of HKD 48,078,180 (USD 6,179,000) including payment in cash, payment of the Promissory Note’s principal and interest. And the preliminary estimated goodwill recognized upon the business combination of HKD 47,978,180 (USD 6,166,148). |
3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
STATEMENTS
PRO FORMA COMBINED BALANCE SHEET — (Continued)
| 9/30/2025 | 9/30/2025 | 9/30/2025 | 9/30/2025 | 9/30/2025 | |||||||||||||||||
| (A) RAY (historical) | (B) Worryfree (historical) | Transaction Accounting Adjustments | Pro Forma Balance Sheet | Pro Forma Balance Sheet | |||||||||||||||||
| HKD | HKD | HKD | HKD | USD | |||||||||||||||||
| COMMITMENTS AND CONTINGENCIES | - | - | - | - | - | ||||||||||||||||
| SHAREHOLDERS’ EQUITY | |||||||||||||||||||||
| Ordinary shares | 2,137 | 100,000 | (100,000 | ) | (1) | 2,137 | 275 | ||||||||||||||
| Additional paid-in capital | 73,616,990 | - | - | 73,616,990 | 9,461,244 | ||||||||||||||||
| Retained Earnings | 43,993,543 | 301,008 | - | 44,294,551 | 5,692,729 | ||||||||||||||||
| TOTAL SHAREHOLDERS’ EQUITY | 117,612,670 | 401,008 | (100,000 | ) | 117,913,678 | 15,154,248 | |||||||||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 146,381,084 | 24,567,547 | 47,978,180 | 218,926,811 | 28,136,439 | ||||||||||||||||
| (A) | Derived from unaudited condensed consolidated balance sheet of RAY as of September 30, 2025, as part of its unaudited financial statements for the six months ended September 30, 2025; |
| (B) | Derived from unaudited balance sheet of Worryfree as of September 30, 2025, as part of its unaudited financial statements for the six months ended September 30, 2025. |
| (1) | Reflects the estimated consideration payable of HKD 48,078,180 (USD 6,179,000) including payment in cash, payment of the Promissory Note’s principal and interest. And the preliminary estimated goodwill recognized upon the business combination of HKD 47,978,180 (USD 6,166,148). |
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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS
OF OPERATIONS
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2025
| Six months ended 9/30/2025 | Six months ended 9/30/2025 | Six months ended 9/30/2025 | Six months ended 9/30/2025 | Six months ended 9/30/2025 | ||||||||||||||||
| (A) RAY (historical) |
(B) Worryfree (historical) |
Transaction Accounting Adjustments |
Pro Forma Income Statement |
Pro Forma Income Statement |
||||||||||||||||
| HKD | HKD | HKD | HKD | USD | ||||||||||||||||
| REVENUE | 37,578,932 | 34,276,700 | - | 71,855,632 | 9,234,874 | |||||||||||||||
| OPERATING EXPENSES: | ||||||||||||||||||||
| Cost of revenue | (27,708,506 | ) | (32,775,600 | ) | - | (60,484,106 | ) | (7,773,408 | ) | |||||||||||
| Selling, general and administrative expenses | (5,177,047 | ) | (1,591,290 | ) | - | (6,768,337 | ) | (869,866 | ) | |||||||||||
| Total operating expenses | (32,885,553 | ) | (34,366,890 | ) | - | (67,252,443 | ) | (8,643,274 | ) | |||||||||||
| INCOME/(LOSS) FROM OPERATIONS | 4,693,379 | (90,190 | ) | - | 4,603,189 | 591,600 | ||||||||||||||
| OTHER INCOME (EXPENSE) | ||||||||||||||||||||
| Interest income | 1,362,022 | 5,651 | - | 1,367,673 | 175,773 | |||||||||||||||
| Loss from foreign currency exchange | (307,518 | ) | (2,415 | ) | - | (309,933 | ) | (39,833 | ) | |||||||||||
| Other income (expense), net | 116,195 | (2,009 | ) | - | 114,186 | 14,675 | ||||||||||||||
| Total other income, net | 1,170,699 | 1,227 | - | 1,171,926 | 150,615 | |||||||||||||||
| INCOME/(LOSS) BEFORE INCOME TAX PROVISION | 5,864,078 | (88,963 | ) | - | 5,775,115 | 742,215 | ||||||||||||||
| PROVISION FOR INCOME TAXES | (1,114,203 | ) | - | - | (1,114,203 | ) | (143,197 | ) | ||||||||||||
| NET INCOME/(LOSS) | 4,749,875 | (88,963 | ) | - | 4,660,912 | 599,018 | ||||||||||||||
| WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES | ||||||||||||||||||||
| Basic and diluted | 1,917,286 | 100,000 | (100,000 | ) | 1,917,286 | 1,917,286 | ||||||||||||||
| EARNINGS PER SHARE | ||||||||||||||||||||
| Basic and diluted | 2.48 | (0.89 | ) | - | 2.43 | 0.31 | ||||||||||||||
| (A) | Derived from unaudited condensed consolidated statement of operations of RAY for the six months ended September 30, 2025; |
| (B) | Derived from unaudited consolidated statement of operations of Worryfree for the six months ended September 30, 2025. |
| (1) | Reflects the estimated consideration payable of HKD 48,078,180 (USD 6,179,000) including payment in cash, payment of the Promissory Note’s principal and interest. And the preliminary estimated goodwill recognized upon the business combination of HKD 47,978,180 (USD 6,166,148). |
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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS
OF OPERATIONS
FOR THE YEAR ENDED MARCH 31, 2025
The year ended 3/31/2025 | The year ended 3/31/2025 | The year ended 3/31/2025 | The year ended 3/31/2025 | The year ended 3/31/2025 | ||||||||||||||||
| (A) RAY (historical) | (B) Worryfree (historical) | Transaction Accounting Adjustments | Pro Forma Income Statement | Pro Forma Income Statement | ||||||||||||||||
| HKD | HKD | HKD | HKD | USD | ||||||||||||||||
| REVENUE | 78,739,564 | 27,454,540 | - | 106,194,104 | 13,649,804 | |||||||||||||||
| OPERATING EXPENSES: | ||||||||||||||||||||
| Cost of revenue | (60,931,870 | ) | (26,823,100 | ) | - | (87,754,970 | ) | (11,279,704 | ) | |||||||||||
| Selling, general and administrative expenses | (10,158,945 | ) | (213,321 | ) | - | (10,372,266 | ) | (1,333,213 | ) | |||||||||||
| Total operating expenses | (71,090,815 | ) | (27,036,421 | ) | - | (98,127,236 | ) | (12,612,917 | ) | |||||||||||
| INCOME FROM OPERATIONS | 7,648,749 | 418,119 | - | 8,066,868 | 1,036,887 | |||||||||||||||
| OTHER INCOME (EXPENSE) | ||||||||||||||||||||
| Interest income | 3,158,654 | 3,990 | - | 3,162,644 | 406,515 | |||||||||||||||
| (Loss)/Gain from foreign currency exchange | (328,471 | ) | 3,677 | - | (324,794 | ) | (41,748 | ) | ||||||||||||
| Other income (expense), net | 45,922 | (2,744 | ) | - | 43,178 | 5,550 | ||||||||||||||
| Total other income, net | 2,876,105 | 4,923 | - | 2,881,028 | 370,317 | |||||||||||||||
| INCOME BEFORE INCOME TAX PROVISION | 10,524,854 | 423,042 | - | 10,947,896 | 1,407,204 | |||||||||||||||
| PROVISION FOR INCOME TAXES | (2,256,487 | ) | (33,072 | ) | - | (2,289,559 | ) | (294,292 | ) | |||||||||||
| NET INCOME | 8,268,367 | 389,970 | - | 8,658,337 | 1,112,912 | |||||||||||||||
| WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES | ||||||||||||||||||||
| Basic and diluted | 1,087,401 | 100,000 | (100,000 | ) | 1,087,401 | 1,087,401 | ||||||||||||||
| EARNINGS PER SHARE | ||||||||||||||||||||
| Basic and diluted | 7.60 | 3.90 | - | 7.96 | 1.02 | |||||||||||||||
| (A) | Derived from audited condensed consolidated statement of operations of RAY for the year ended March 31, 2025; |
| (B) | Derived from audited statement of operations of Worryfree for the period April 8, 2024 to March 31, 2025. Operation result for the period from April 1 to 7, 2024 is considered nil. |
| (1) | Reflects the estimated consideration payable of HKD 48,078,180 (USD 6,179,000) including payment in cash, payment of the Promissory Note’s principal and interest. And the preliminary estimated goodwill recognized upon the business combination of HKD 47,978,180 (USD 6,166,148). |
6
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational purposes only.
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”). RAY 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.
RAY and Worryfree have not had any historical relationship prior to the Business Combination. Accordingly, no Transaction Accounting Adjustments were required to eliminate activities between the companies.
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet
The Transaction Accounting Adjustments included in the unaudited pro forma condensed combined balance sheet as of September 30, 2025, are as follows:
| 1) | Reflects the estimated consideration payable of HKD 48,078,180 (USD 6,179,000) including payment in cash, payment of the Promissory Note’s principal and interest. And the preliminary estimated goodwill recognized upon the business combination of HKD 47,978,180 (USD 6,166,148). |
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations
Earnings per share
As the Business Combination and related transactions are being reflected as if they 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 issuable relating to the Business Combination have been outstanding for the entire period presented.
7