6-K
Click Holdings Ltd. (CLIK)
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 June 2025
Commission File Number: 001-42308
Click Holdings Limited
Unit 709, 7/F., Ocean Centre
5 Canton Road
Tsim Sha Tsui, Kowloon
Hong Kong
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM6-K
Interim Results for The Six Months Ended December 31, 2024
The unaudited financial results for the six months ended December 31, 2024 (“Interim Results”) of Click Holdings Limited (“Click Holdings”) and its subsidiaries (collectively, the “Company”) is furnished as Exhibit 99.1 to this Form 6-K.
Management’s Discussion and Analysis of Financial Conditionand Results of Operations
The management’s discussion and analysis of financial condition and results of operations for the Company’s Interim Results is furnished as Exhibit 99.2 to this Form 6-K.
Safe Harbor Statements
This filing contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident,” “potential,” “continue” or other similar expressions. Among other things, the quotations from management in this announcement, as well as Click Holding’s strategic and operational plans, contain forward-looking statements. Click Holdings may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in press releases and/or other written materials and/or in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including but not limited to statements about Click Holding’s beliefs and expectations, are forward-looking statements. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC, which are available for review at www.sec.gov. All information provided in this report and in the attachments is as of the date of this report, and Click Holding undertakes no obligation to update any forward-looking statement, except as required under applicable law.
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Exhibit Index
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CLICK HOLDINGS LIMITED | |
|---|---|
| By: | /s/ Chan Chun Sing |
| Name: | Chan Chun Sing |
| Title: | Chief Executive Officer, Chairman and<br><br>Director |
Date: June 30, 2025
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Exhibit 99.1
CLICK HOLDINGS LIMITED AND SUBSIDIARIES
INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS
| Unaudited Condensed Consolidated Balance Sheets as of December 31, 2024 and June 30, 2024 | F-2 |
|---|---|
| Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income for the Six Months Ended December 31, 2024 and 2023 | F-3 |
F-1
CLICK HOLDINGS LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCESHEETS (Expressed in U.S. dollars)
| June 30,<br> 2024 | |||
|---|---|---|---|
| Assets: | |||
| Current assets | |||
| Cash and cash equivalents | 543,542 | $ | 221,047 |
| Accounts and other receivable, net | 6,032,679 | 1,141,669 | |
| Total current assets | 6,576,221 | 1,362,716 | |
| Property and equipment, net | 90,237 | 73,641 | |
| Right-of-use assets, net | 56,848 | 113,697 | |
| Deferred offering cost | — | 728,725 | |
| Total non-current assets | 147,085 | 916,063 | |
| Total assets | 6,723,306 | $ | 2,278,779 |
| Liabilities and Shareholders’ Equity: | |||
| Liabilities: | |||
| Current liabilities | |||
| Accounts payable | 738,305 | $ | 111,778 |
| Accrued expenses and other current liabilities | 182,159 | 75,897 | |
| Advance from customers | 50,000 | — | |
| Short-term bank loans | 397,436 | 448,718 | |
| Short-term lease liabilities | 58,001 | 114,842 | |
| Income tax payable | 34,374 | 144,983 | |
| Total current liabilities | 1,460,275 | 896,218 | |
| Total liabilities | 1,460,275 | 896,2178 | |
| Commitment and contingencies | — | — | |
| Shareholders’ Equity: | |||
| Ordinary shares, 0.0001 par value, 500,000,000 shares authorized, 14,900,000 shares and 13,500,000 shares issued and outstanding as of December 31, 2024 and June 30, 2024, respectively* | 1,490 | 1,350 | |
| Additional paid-in capital | 4,306,670 | 897,405 | |
| Accumulated other comprehensive income | 3,714 | 613 | |
| Retained earnings | 951,157 | 483,193 | |
| Total shareholders’ equity | 5,263,031 | 1,382,561 | |
| Total liabilities and shareholders’ equity | 6,723,306 | $ | 2,278,779 |
All values are in US Dollars.
| * | Gives retroactive effect to reflect the reorganization in August 2024. |
|---|
The accompanying notes are an integral partof these unaudited condensed consolidated financial statements.
F-2
CLICK HOLDINGS LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF OPERATIONS
AND COMPREHENSIVE INCOME(Expressed in U.S. dollars)
| Six Months Ended <br> December 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Revenue | $ | 4,811,957 | $ | 2,869,082 | ||
| Cost of revenue | 3,878,349 | 1,943,596 | ||||
| Gross profit | 933,608 | 925,486 | ||||
| Operating expenses: | ||||||
| General and administrative | 488,398 | 418,897 | ||||
| Selling and marketing | 21,139 | 9,474 | ||||
| Total operating expenses | 509,537 | 428,371 | ||||
| Income from operations | 424,071 | 497,115 | ||||
| Other (expense) income: | ||||||
| Government subsidies | — | 10,132 | ||||
| Interest income | 1,526 | 255 | ||||
| Interest expense | (11,643 | ) | (11,992 | ) | ||
| Other miscellaneous income | 128,651 | — | ||||
| Total other (expense), net | 118,534 | (1,605 | ) | |||
| Income before provision for income taxes | 542,605 | 495,510 | ||||
| Income tax expense | (74,641 | ) | (78,737 | ) | ||
| Net income | 467,964 | 416,773 | ||||
| Other comprehensive income | ||||||
| Foreign currency translation adjustment | 3,101 | 996 | ||||
| Total comprehensive income | $ | 471,065 | $ | 417,769 | ||
| Basic and diluted earnings per ordinary share* | $ | 0.03 | $ | 0.03 | ||
| Weighted average number of ordinary shares outstanding – basic and diluted* | 14,139,130 | 13,100,000 | ||||
| * | Gives retroactive effect to reflect the reorganization in August 2024. | |||||
| --- | --- |
The accompanying notes are an integral partof these unaudited condensed consolidated financial statements.
F-3
Exhibit 99.2
CLICK HOLDINGS LIMITED
Management’s Discussion and Analysis ofFinancial Condition and Results of Operations
for the Six Months Ended December 31, 2024
The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and related notes thereto.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report contains certain statements thatmay be deemed “forward-looking statements” within the meaning of United States of America securities laws. Allstatements, other than statements of historical fact, that address activities, events or developments that we intend, expect, project,believe or anticipate and similar expressions or future conditional verbs such as will, should, would, could or may occur in the futureare forward-looking statements. Such statements are based upon certain assumptions and assessments made by our management in light oftheir experience and their perception of historical trends, current conditions, expected future developments and other factors they believeto be appropriate. These statements include, without limitation, statements about our anticipated expenditures, the potential sizeof the market for our services, future development and/or expansion of our services in our markets, our ability to generate revenues.Our actual results will likely differ, perhaps materially, from those anticipated in these forward-looking statements as a result of macroeconomicfactors, The forward-looking statements included in this report are subject to a number of additional material risks and uncertainties,including but not limited to the risks described in our filings with the Securities and Exchange Commission.
The following discussion and analysis of ourfinancial condition and results of operations should be read together with our financial statements and the related notes to those statementsincluded in this filing. In addition to historical financial information, this discussion may contain forward-looking statements reflectingour current plans, estimates, beliefs and expectations that involve risks and uncertainties. As a result of many important factors, ouractual results and the timing of events may differ materially from those anticipated in these forward-looking statements.
Results of Operations
Six Months Ended December 31, 2024 Compared to Six Months EndedDecember 31, 2023
Revenue
Revenue increased by approximately $1.9 million or 65.5% from approximately $2.9 million for the six months ended December 31, 2023 (“6M2023”) to approximately $4.8 million for the six months ended December 31, 2024 (“6M2024”), mainly because of the increase in revenue from the provision of logistics and other solution services of approximately $1.1 million and the increase in revenue from the provision of nursing solution services of approximately $0.9 million. The increase in revenue from the provision of logistics and other solution services was primarily attributable to additional demand driven by increased work placements from two major customers. Revenue contribution from the provision of logistics and other solution services increased from approximately 35.5% in 6M2023 to 44.4% in 6M2024. The increase in revenue from the provision of nursing solution services was mainly attributable to a rise in the number of customers. Revenue contribution from the provision of nursing solution services increased from approximately 28.4% in 6M2023 to 34.4% in 6M2024.
Cost of revenue
Cost of revenue increased by approximately $2.0 million or 105.3% from approximately $1.9 million in 6M2023 to approximately $3.9 million in 6M2024. Such increase was primarily due to (i) a slight rise in costs related to professional solution services, driven by increased manpower; and (ii) a proportional increase in costs corresponding to the rise in revenue from the provision of logistics and other solution services and nursing solution services.
Gross profit
Gross profit remained stable at approximately $0.9 million and $0.9 million for 6M2023 and 6M2024, respectively, as the increase in overall revenue from our operations was offset by the deterioration in our gross profit margin for the provision of professional solution services and nursing solution services. Gross profit margin decreased from approximately 32.3% in 6M2023 to 19.4% in 6M2024, primarily due to an increase in revenue from logistics and other solution services, which presents a relatively lower margin, while revenue contribution from professional solution services with a higher margin remained stable.
General and administrative expenses
General and administrative expenses represented approximately 10.1% and 14.6% of our total revenue in 6M2024 and 6M2023, respectively. The increase in general and administrative expenses by approximately $0.1 million, or 25.0%, was mainly due to the increase in once-off listing related expenses and legal advisory fee in 6M2024.
Other (expense) income
We recorded net other income of $118,534 in 6M2024, compared to net other expense of $1,605 in 6M2023, primarily due to an increase in other miscellaneous income.
Income tax expense
Our income tax expense was $74,641 for 6M2024 and $78,737 for 6M2023, while the effective tax rate for 6M2024 and 6M2023 was 13.8% and 15.9%, respectively.
Net income
We recorded net income of approximately $0.5 million in 6M2024, compared to approximately $0.4 million in 6M2023. Such increase was attributable to the increase in net other income partially offset by the increase in general and administrative expense in 6M2024.
Basic and diluted earnings per ordinary share
Basic and diluted earnings per ordinary share remained stable at approximately $0.03 per ordinary share for 6M2024 and 6M2023, respectively.
Segment information
The Company has three reportable segments:
| 1. | Professional solution services — delivery of accounting and auditing, company secretarial, and financial and compliance advisory services; |
|---|---|
| 2. | Nursing solution services — delivery of temporary healthcare services to institutional clients, including social service organizations and nursing home and individuals; and |
| --- | --- |
| 3. | Logistics and other solution services — delivery of logistic and warehouse human resources solution services to corporate customers. |
| --- | --- |
Corporate and unallocated are operating expenses that are not directly allocated to the individual business units. These expenses primarily consist of operating lease cost, certain staff costs, and other various general and administrative expenses.
Segment information for the six months ended December 31, 2024 and 2023 is presented below. Our management does not manage the assets on a segment basis, therefore segment assets are not presented below.
| For the six months ended <br> December 31, 2024 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Professional <br> solution <br> services | Nursing <br> solution <br> services | Logistics <br> and other <br> solution <br> services | Corporate <br> and <br> unallocated | Total | ||||||||
| Revenue | $ | 1,023,227 | $ | 1,654,567 | $ | 2,134,163 | $ | — | $ | 4,811,957 | ||
| Cost of revenue | 518,052 | 1,464,421 | 1,895,876 | — | 3,878,349 | |||||||
| Gross profit | 505,175 | 190,146 | 238,287 | — | 933,608 | |||||||
| Operating expenses | ||||||||||||
| General and administrative | 285,353 | 24,523 | 24,454 | 154,068 | 488,398 | |||||||
| Selling and marketing | — | — | — | 21,139 | 21,139 | |||||||
| Total operating expenses | 285,353 | 24,523 | 24,454 | 175,207 | 509,537 | |||||||
| Income (loss) from operations | 219,822 | 165,623 | 213,833 | (175,207 | ) | 424,071 | ||||||
| Other income (expense) | ||||||||||||
| Interest income | 1,354 | — | — | 172 | 1,526 | |||||||
| Interest on bank loans | - | — | — | (11,643 | ) | (11,643 | ) | |||||
| Other income (expense) | 132,087 | — | — | (3,436 | ) | 128,651 | ||||||
| Total other income (expense) | 133,441 | — | — | (14,907 | ) | 118,534 | ||||||
| Income (loss) before provision for income taxes | $ | 353,263 | $ | 165,623 | $ | 213,833 | $ | (190,114 | ) | $ | 542,605 |
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| For the six months ended <br> December 31, 2023 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Professional <br> solution <br> services | Nursing <br> solution <br> services | Logistics <br> and other <br> solution <br> services | Corporate <br> and <br> unallocated | Total | ||||||||
| Revenue | $ | 1,035,602 | $ | 815,416 | $ | 1,018,064 | $ | — | $ | 2,869,082 | ||
| Cost of revenue | 353,770 | 672,190 | 917,636 | — | 1,943,596 | |||||||
| Gross profit | 681,832 | 143,226 | 100,428 | — | 925,486 | |||||||
| Operating expenses | ||||||||||||
| General and administrative | 324,011 | 23,692 | 23,738 | 47,456 | 418,897 | |||||||
| Selling and marketing | — | — | — | 9,474 | 9,474 | |||||||
| Total operating expenses | 324,011 | 23,692 | 23,738 | 56,930 | 428,371 | |||||||
| Income (loss) from operations | 357,821 | 119,534 | 76,690 | (56,930 | ) | 497,115 | ||||||
| Other income (expense) | ||||||||||||
| Government subsidies | — | — | — | 10,132 | 10,132 | |||||||
| Interest income | 6 | — | — | 249 | 255 | |||||||
| Interest on bank loans | — | — | — | (11,992 | ) | (11,992 | ) | |||||
| Total other income (expense) | 6 | — | — | (1,611 | ) | (1,605 | ) | |||||
| Income (loss) before provision for income taxes | $ | 357,827 | $ | 119,534 | $ | 76,690 | $ | (58,541 | ) | $ | 495,510 |
The Company’s assets, including non-current assets are in Hong Kong, are without any specific designation, and are used to generate the Company’s revenue streams that are all sourced in Hong Kong.
Liquidity and Capital Resources
We financed our operations primarily through cash flows from operations and loans from banks, if necessary. As of December 31, 2024, we had cash and cash equivalents of $543,542 and outstanding bank loans of $397,436. The bank loans bore interest ranging from 5.34% to 6.08% (June 30, 2024: 5.47% to 6.11%). As of December 31, 2024, our current assets were approximately $6.6 million, and our current liabilities were approximately $1.5 million. As of June 30, 2024, our current assets were approximately $1.4 million, and our current liabilities were approximately $0.9 million. Our current ratio improved from approximately 1.6 for the year ended June 30, 2024 to 4.4 in 6M2024.
For enquiry, please contact:
Click Holdings Limited
Unit 709, 7/F., Ocean Centre
5 Canton Road
Tsim Sha Tsui, Kowloon
Hong Kong
Email: [email protected]
Phone: +852 2691 8200
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