6-K
707 Cayman Holdings Ltd. (JEM)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
Form6-K
REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2025.
Commission File Number: 001-42688
707Cayman Holdings Limited
(Translation of registrant’s name into English)
5/F., AIA Financial Centre
712 Prince Edward Road East
San Po Kong, Kowloon
Hong Kong
Tel: +(852) 3471 8000
(Address, including zip code, and telephone number, including area code, of registrant’s 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
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
INFORMATIONCONTAINED IN THIS REPORT ON FORM 6-K
UnauditedInterim Condensed Financial Results for the Six Months Ended March 31, 2025
On September 26, 2025, 707 Cayman Holdings Limited (the “Company”) released its unaudited interim condensed financial statements for the six months ended March 31, 2025 (the “Six-Month Financials”). In addition, the Company released certain supplementary financial information relating to the six months ended March 31, 2025 (“Supplemental Financial Information”).
The Supplemental Financial Information and the Six-Month Financials are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Report on Form 6-K and are incorporated by reference herein and into the Company’s Registration Statement on Form F-1, as amended (File No. 333-281949), filed with the Securities and Exchange Commission.
ExhibitIndex
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, on September 26, 2025.
| 707<br> Cayman Holdings Limited | |
|---|---|
| By: | /s/ Cheung Lui |
| Name: | Cheung<br> Lui |
| Title: | Chief<br> Executive Officer and Executive Director |
Exhibit 99.1
707CAYMAN HOLDINGS LIMITED
ANDSUBSIDIARIES
AnnouncesUnaudited Financial Results For the Six Months Ended March 31, 2025
PRELIMINARYNOTE
Thefollowing discussion and analysis of our financial condition and results of operations should be read in conjunction with our auditedconsolidated and combined financial statements and related notes that appear in Amendment No. 5 to Form F-1 filed to the SEC onMarch 24, 2025. In addition to historical consolidated and combined financial information, the following discussion contains forward-lookingstatements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-lookingstatements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this report. Allamounts included herein with respect to the six months ended March 31, 2025 and 2024 (“Interim Financial Statements”) arederived from our unaudited condensed consolidated and combined financial statements for the six months ended March 31, 2025 and 2024included elsewhere in this report. These Interim Financial Statements have been prepared in accordance with U.S. Generally Accepted AccountingPrinciples, or US GAAP.
MANAGEMENT’SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SixMonths Ended March 31, 2024 Compared to Six Months Ended March 31, 2025
The following table shows key components of our results of operations during the six months ended March 31, 2024 and 2025.
| 2024 | 2025 | 2025 | Variance (+/-) | ||||||
|---|---|---|---|---|---|---|---|---|---|
| HK | HK | US | HK | % | |||||
| Revenue from third parties | 20.51 | ||||||||
| Revenue from related party | -7.41 | ||||||||
| 19.89 | |||||||||
| Cost of revenue | ) | ) | ) | 22.83 | |||||
| Gross profit | 12.22 | ||||||||
| Operating expenses: | |||||||||
| Sales and distribution expenses, third parties | ) | ) | ) | -79.85 | |||||
| Sales and distribution expenses, related parties | ) | -100.00 | |||||||
| Personnel and benefits costs | ) | ) | ) | -3.04 | |||||
| General and administrative expenses | ) | ) | ) | -7.70 | |||||
| Total operating expenses | ) | ) | ) | -15.52 | |||||
| Income from operations | 150.16 | ||||||||
| Other income (expense): | |||||||||
| Interest income | -95.43 | ||||||||
| Interest expense | ) | ) | ) | -35.12 | |||||
| Total other expense, net | ) | ) | ) | -30.65 | |||||
| Income before income taxes | 177.30 | ||||||||
| Income tax expense | ) | ) | ) | 132.75 | |||||
| NET INCOME | 187.82 |
All values are in US Dollars.
Revenue
Our revenue increased for the six months ended March 31, 2025, as compared to the six months ended March 31, 2024. For the six months ended March 31, 2025, our revenue increased by approximately HK$7.45 million or 19.89% to HK$44.88 million (US$5.77 million), as compared to HK$37.43 million for the six months ended March 31, 2024. The increase was mainly due to the increased in sales orders from new customers.
Our revenues were generated by the sales of products, sourcing service and Logistic service. The following table sets forth the breakdown of our revenue by business operation.
| 2024 | % of total | 2025 | 2025 | % of total | ||||
|---|---|---|---|---|---|---|---|---|
| HK | revenue | HK | US | revenue | ||||
| Product sales | 95.48 | % | 97.38 | % | ||||
| Product sales (self-branded) | 1.12 | % | 0.00 | % | ||||
| Sourcing service | 0.74 | % | 0.38 | % | ||||
| Logistic service | 2.66 | % | 2.24 | % | ||||
| Total revenue | 100.00 | % | 100.00 | % |
All values are in US Dollars.
Our revenues were mainly generated from the product sales for the six months ended March 31, 2024 and 2025, which contributed 96.60% and 97.38% of our total revenue respectively. For the six months ended March 31, 2025, revenue generated from product sales increased by approximately HK$7.54 million or 20.87% to HK$43.70 million (US$5.62 million), as compared with HK$36.16 million for the six months ended March 31, 2024 mainly due to increase in sales orders from a new customer and recurring customers for six months ended March 31, 2025.
Revenue generated from the provision of sourcing services accounted for 0.74% and 0.38% of our total revenue for the six months ended March 31, 2024 and 2025, respectively. For the six months ended March 31, 2025, revenue generated from sourcing services decreased by approximately HK$0.11 million or 39.22% to HK$0.17 million (US$21,784), as compared with HK$0.28 million for the six months ended March 31, 2024 mainly due to decrease in demand in sourcing service.
Revenue generated from the provision of logistic service contributed to 2.66% and 2.24% of our total revenue for the six months ended March 31, 2024 and 2025, respectively. For the six months ended March 31, 2025, revenue generated from logistic service increased by approximately HK$0.01 million or 1.05% mainly due to raise in monthly service payment from the customer.
For the six months ended March 31, 2024 and 2025, our revenues were mainly generated from customers who are fashion houses in various countries. The following table sets forth the breakdown of our revenue based on the location of the customers.
| 2024 | % of total | 2025 | 2025 | % of total | |||||
|---|---|---|---|---|---|---|---|---|---|
| HK | revenue | HK | US | revenue | |||||
| Western Europe | 83.87 | % | 22.73 | % | |||||
| North America | 16.12 | % | 40.65 | % | |||||
| Middle East | 0.01 | % | 0.00 | % | |||||
| East Asia | N/A | 36.62 | % | ||||||
| Total revenue | 100.00 | % | 100.00 | % |
All values are in US Dollars.
Costof revenue
Our revenues were generated by the sales of products, sourcing service and logistic service. The following table sets forth the breakdown of our cost of revenue by business operation.
| 2024 | % of total | 2025 | 2025 | % of total | |||||
|---|---|---|---|---|---|---|---|---|---|
| HK | revenue | HK | US | revenue | |||||
| Product sales | 96.23 | % | 97.54 | % | |||||
| Product sales (self-branded) | 0.51 | % | 0.00 | % | |||||
| Sourcing service | 0.71 | % | 0.36 | % | |||||
| Logistic service | 2.55 | % | 2.10 | % | |||||
| Total cost of revenue | 100.00 | % | 100.00 | % |
All values are in US Dollars.
Our cost of revenue mainly consisted of purchases from vendors. For the six months ended March 31, 2025, our cost of revenue increased by approximately HK$6.18 million or 22.83% to HK$33.25 million (US$4.27 million), as compared to HK$27.07 million for the six months ended March 31, 2024 mainly due to align with the increase in demand in product sales.
Grossprofit
The following table sets forth the breakdown of our gross profit by business operation.
| 2024 | % of | 2025 | 2025 | % of | |||||
|---|---|---|---|---|---|---|---|---|---|
| HK | Total | HK | US | Total | |||||
| Product sales | 93.52 | % | 96.89 | % | |||||
| Product sales (self-branded) | 2.71 | % | 0.01 | % | |||||
| Sourcing service | 0.82 | % | 0.44 | % | |||||
| Logistic service | 2.95 | % | 2.66 | % | |||||
| Gross profit, total | 100.00 | % | 100.00 | % |
All values are in US Dollars.
For the six months ended March 31, 2025, our gross profit increased by approximately HK$1.27 million, or 12.22% to HK$11.63 million (US$1.49 million), as compared to HK$10.36 million for the six months ended March 31, 2024. This increase is mainly attributable to increase in sales orders from a new customer and recurring customers.
The following table sets forth the breakdown of our gross profit margin by business operation.
| 2024 | 2025 | Change | Change | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| by point | By % | ||||||||||
| Product sales | 27.11 | % | 25.78 | % | -1.33 | % | -4.91 | % | |||
| Product sales (self-branded) | 67.14 | % | 67.64 | % | 0.50 | % | 0.74 | % | |||
| Sourcing service | 30.60 | % | 30.02 | % | -0.58 | % | -1.90 | % | |||
| Logistic service | 30.66 | % | 30.69 | % | 0.03 | % | 0.09 | % | |||
| Gross margin, total | 27.67 | % | 25.91 | % | -1.76 | % | -6.40 | % |
For the six months ended March 31, 2025, our gross margin decreased by 1.76% to 25.91%, from 27.67% for the six months ended March 31, 2024. This decrease was mainly attributable to (i) fluctuation of Renminbi against US dollar and (ii) increase in freight costs.
Salesand distribution expenses
Our sales and distribution expenses represented the consultancy fees, sales commission and design fees paid to related parties and external consultants. For the six months ended March 31, 2025, our sales and distribution expense decreased by approximately HK$0.91 million or 93.95% to HK$58,754 (US$7,552) as compared to HK$0.97 million for the six months ended March 31, 2024. The decrease is attributable to (i) the termination of the consultancy agreement for sales and pricing advisory with the related party since January 2024 and (ii) decrease in design and sales commission expenses during the period.
Personneland benefits costs
Our personnel and benefits costs mainly represented the salaries, bonus, pension and staff welfare costs. For the six months ended March 31, 2025, our personnel and benefits costs decreased by approximately HK$0.11 million or 3.04% to HK$3.41 million (US$0.43 million), as compared to HK$3.51 million for the six months ended March 31, 2024. The decrease was mainly due to the downsizing and effective maintenance in manpower.
Generaland administrative expenses
Our general and administrative expenses mainly comprised of the followings:
| 2024 | % of | 2025 | 2025 | % of | |||||
|---|---|---|---|---|---|---|---|---|---|
| HK | Total | HK | US | Total | |||||
| Building management fee | 6.44 | % | 7.07 | % | |||||
| Rental expenses | 1.55 | % | 1.69 | % | |||||
| Depreciation on plant and equipment | 3.59 | % | 3.88 | % | |||||
| Depreciation on right-of-use assets | 39.18 | % | 42.33 | % | |||||
| Insurance | 4.63 | % | 3.69 | % | |||||
| Legal and professional fee | 29.18 | % | 19.99 | % | |||||
| Transportation and courier fee | 3.26 | % | 3.71 | % | |||||
| Travelling expense | 0.80 | % | 0.88 | % | |||||
| Office supplies | 1.20 | % | 2.12 | % | |||||
| Others | 10.18 | % | 14.64 | % | |||||
| Total | 100.00 | % | 100.00 | % |
All values are in US Dollars.
For the six months ended March 31, 2025, our general and administrative expenses decreased by approximately HK$0.32 million or 7.70% to HK$3.82 million (US$0.49 million), as compared to HK$4.14 million for the six months ended March 31, 2024. The decrease was mainly due to the decrease in legal and professional expenses of HK$0.44 million.
Incomefrom operations
For the six months ended March 31, 2025, our income from operations increased by approximately HK$2.61 million or 150.16% to HK$4.34 million (US$0.56 million), as compared to HK$1.73 million for the six months ended March 31, 2024. The increase is mainly due to (i) increase in gross profit, (ii) decrease in sales and distribution expenses, and (iii) decrease in legal and professional expenses as explained above.
Otherincome (expenses)
Our other income (expenses) primarily included interest income and interest expense. The following sets forth the breakdown of our other expense, net:
| 2024 | % of | 2025 | 2025 | % of | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| HK | Total | HK | US | Total | ||||||||
| Interest income | -7.40 | % | -0.49 | % | ||||||||
| Interest expense | ) | 107.40 | % | ) | ) | 100.49 | % | |||||
| Total other expense, net | ) | 100.00 | % | ) | ) | 100.00 | % |
All values are in US Dollars.
For the six months ended March 31, 2025, our total other expense, net decreased by approximately HK$0.07 million to HK$0.16 million (US$0.02 million), as compared to HK$0.23 million for the six months ended March 31, 2024. Such decrease was mainly attributable to decrease in interest expense payment during the period.
Incometax expenses
We incurred income tax expenses of approximately HK$0.29 million and HK$0.67 million (US$0.09 million) for the six months ended March 31, 2024 and 2025, respectively. The increase in income tax expenses for the six months ended March 31, 2025 was due to the increase in assessable income from operation during the period.
Netincome
For the six months ended March 31, 2025, our net income increased by approximately HK$2.29 million or 187.82% to HK$3.51 million (US$0.45 million), as compared to HK$1.22 million for the six months ended March 31, 2024. The increase is mainly due to (i) increase in gross profit, (ii) decrease in sales and distribution expenses, and (iii) decrease in legal and professional expenses as explained above.
Liquidityand Capital Resources
As of September 30, 2024 and March 31, 2025, we had cash and bank balances of approximately HK$12.82 million and HK$9.09 million (US$1.17 million), respectively. Our cash and cash equivalents mainly consist of cash at bank.
To date, we have financed our operations primarily from our working capital in our operation. We expect to finance our operations and working capital needs in the near future from part of the net proceeds of the initial public offering and net cash generating through operations.
We believe that our existing cash and cash equivalents, anticipated cash raised from financings, and anticipated cash flow from operations, together with the net proceeds from the initial public offering, will be sufficient to meet our anticipated cash needs for at least the next 12 months from the date of this prospectus. We believe that our existing cash and cash equivalents will be sufficient to support our planned operations for the next 12 months, and that our existing cash and cash equivalents, together with anticipated cash flow from our sales projects, will be sufficient to meet our operating needs for the next 24 months. However, the exact amount of proceeds we use for our operations and expansion plans will depend on the amount of cash generated from our operations and any strategic decisions we may make that could alter our expansion plans and the amount of cash necessary to fund these plans. We may, however, decide to enhance our liquidity position or increase our cash reserve for future investments through additional capital and finance funding. We may need additional cash resources in the future if we experience changes in business conditions or other developments, or if we find and wish to pursue opportunities for investments, acquisitions, capital expenditures or similar actions. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue equity or debt securities or obtain credit facilities. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.
Our ability to manage our working capital, including receivables and other assets and liabilities and accrued liabilities, may materially affect our financial condition and results of operations. We believe that available cash and bank balances, and the current assets, such as accounts receivable, should enable the Company to meet anticipated cash needs for at least the next 12 months.
CashFlows
The following table sets forth a summary of our cash flows for the six months ended:
| Six months ended March 31, | |||||
|---|---|---|---|---|---|
| 2024 | 2025 | 2025 | |||
| HK | HK | US | |||
| Net cash used in operating activities | ) | (4,515,342 | ) | ||
| Net cash used in investing activities | ) | - | |||
| Net cash (used in) provided by financing activities | ) | 780,052 | |||
| Net change in cash and cash equivalent | ) | (3,735,290 | ) | ||
| Cash and cash equivalent, at the beginning of period | 12,820,596 | ||||
| Cash and cash equivalent, at the end of period | 9,085,306 |
All values are in US Dollars.
OperatingActivities
Our cash inflow from operating activities was principally receipt of payments from customers while our cash outflow from operating activities was principally purchasing products from suppliers. Our net cash provided by operating activities reflects our net income adjusted for non-cash items, including depreciation on property and plant and non-cash lease expense.
For the six months ended March 31, 2025, we had net cash used in operating activities of approximately HK$4.52 million (US$0.58 million) mainly arising from net income from our operations of HK$3.51 million (US$0.45 million), adjusted for increase in accounts receivable of HK$9.88 million (US$1.27 million), increase in deposits, prepayments and other receivables of HK$2.37 million (US$0.30 million), decrease in customer deposit of HK$0.04 million (US$4,901), decrease in accrued liabilities and other payables of HK$0.46 million (US$0.06 million), decrease in lease liabilities of HK$1.84 million (US$0.23 million) and decrease in income tax payable of HK$1.78 million (US$0.23 million). These amounts were partially offset by adjusted non-cash items consisting of allowance for expected credit losses of HK$4,290 (US$551), allowance for obsolete inventories of HK$0.05 million (US$6,630), depreciation of plant and equipment of HK$0.15 million (US$0.02 million), non-cash lease expense of HK$1.76 million (US$0.23 million), decrease in inventories of HK$833 (US$107) and increase in accounts payable of HK$6.39 million (US$0.82).
For the six months ended March 31, 2024, we had net cash used in operating activities of approximately HK$0.49 million mainly arising from net income from our operations of HK$1.22 million, adjusted for increase in inventories of HK$0.17 million, increase in deposits, prepayments and other receivables of HK$0.58 million, decrease in accounts payable of HK$4.15 million, increase in amounts due from related parties of HK$1.02 million, decrease in bills payable of HK$0.73 million and decrease in lease liabilities of HK$1.84 million. These amounts were partially offset by adjusted non-cash items consisting of depreciation of plant and equipment of HK$0.15 million, non-cash lease expense of HK$1.86 million, decrease in accounts receivable of HK$2.72 million, increase in customer deposit of HK$0.40 million, increase in accrued liabilities and other payables of HK$1.36 million and increase in income tax payable of HK$0.29 million.
InvestingActivities
Net cash used in investing activities for the six months ended March 31, 2025 was nil compared to HK$0.05 million for the six months ended March 31, 2024. The cash outflow used in investing activities for the six months ended March 31, 2024 was primarily used for the purchase of plant and equipment.
FinancingActivities
Net cash flows provided by financing activities for the six months ended March 31, 2025 were approximately HK$0.78 million (US$0.10 million), was attributable to prepayment for offering cost of HK$0.85 million (US$0.11 million) and partially offset by the proceeds from share subscription of HK$0.15 million (US$0.02 million) and repayment from related parties of HK$1.48 million (US$0.19 million).
Net cash flows used in financing activities for the six months ended March 31, 2024 were approximately HK$2.44 million, was attributable to payment of dividend of HK$2.69 million, prepayment for offering cost of HK$2.1 million and partially offset by the repayment from related parties of HK$2.35 million.
Accountsreceivable
As of March 31, 2025, our accounts receivable increased by approximately HK$9.88 million or 132.55% to HK$17.33 million (US$2.23 million), as compared to HK$7.45 million as of September 30, 2024. The increase was primarily attributable increase in sales orders during the period.
We did not charge any interest on or hold any collateral as security over these accounts receivable balances. We have not had, and do not expect to have, issues collecting payment from these longer-ageing invoices.
The following table sets forth the ageing analysis of our accounts receivable:
| As of | ||||
|---|---|---|---|---|
| September 30, 2024 | March 31, 2025 | March 31, 2025 | ||
| HK | HK | US | ||
| Current | ||||
| 1 – 30 days | ||||
| 31 – 60 days | ||||
| 61 – 90 days | ||||
| Over 90 days | ||||
| Less: allowance of estimated credit losses | ) | |||
| Total accounts receivable |
All values are in US Dollars.
The following table presents the activities in the allowance for expected credit losses for the six months ended March 31, 2024 and 2025:
| 2024 | 2025 | 2025 | |||
|---|---|---|---|---|---|
| HK | HK | US | |||
| Balance at October 1, | |||||
| Allowance for expected credit losses | |||||
| Written off | ) | ) | |||
| Total accounts receivable |
All values are in US Dollars.
We generally conduct our business with creditworthy third parties, with credit terms ranging from 30 to 90 days for our customers in the ordinary course of business. We determine, on a continuing basis, the probable losses and an allowance for estimated credit losses, based on several factors including internal risk ratings, customer credit quality, payment history, historical bad debt/write-off experience and forecasted economic and market conditions. Accounts receivables are written off after exhaustive collection efforts occur and the receivable is deemed uncollectible. In addition, receivable balances are monitored on an ongoing basis and its exposure to bad debts is not significant.
To date, the Company subsequently collected accounts receivable in full as of March 31, 2025.
The following table sets forth the turnover analysis (by days) of our accounts receivable:
| As of | |||
|---|---|---|---|
| September 30, 2024 | March 31, 2025 | March 31, 2025 | |
| HK | HK | US | |
| Average balance of accounts receivable | |||
| Revenue during the period | |||
| Accounts receivable turnover (days) |
All values are in US Dollars.
Our accounts receivable turnover days increased from 32 days as of September 30, 2024 to 51 days as of March 31, 2025.
Deposit,prepayments and other receivables
As of March 31, 2025, our deposit, prepayment and other receivables increased by approximately HK$2.37 million or 219.93% to HK$3.45 million (US$0.44 million), as compared to HK$1.08 million as of September 30, 2024. The increase was primarily attributable to an increase in the payment in advance to certain suppliers to cope with the increase in demand from customers.
Accountspayable
Our major suppliers generally offer us payment terms of 10 to 60 days from the purchase. As of March 31, 2025, our accounts payable increased by approximately HK$6.39 million or 96.71% to HK$12.99 million (US$1.67 million), as compared to HK$6.60 million as of September 30, 2024. The increase was due to cope with the increase in purchases from suppliers. Our average payables turnover days decreased from 63 days as of September 30, 2024 to 54 days as of March 31, 2025.
We have not experienced any significant or notable payment defaults in relation to our accounts payable during the six months ended March 31, 2024 and 2025.
Billpayable
We obtained a line of credit with the maximum amount of HK$12 million (US$1.5 million), available in the form of import loans and trust receipts, with a credit term up to 90 days. These bills payable bear annual interest at the bank prevailing rates. These facilities are secured by a legal charge over the property held by the Company’s director and personally guaranteed by the Company’s director, Mr. Cheung.
As of September 30, 2024 and March 31, 2025, the Company did not draw on this credit facility.
MaterialCash Requirements
Our cash requirements consist primarily of day-to-day operating expenses, capital expenditures and contractual obligations with respect to banking facilities and other operating leases. We lease all our office facilities. We expect to make future payments on existing leases from cash generated from operations. We have limited credit available from our major vendors and are obligated to settle the purchase invoices and repay the contractual bank loans in a punctual manner, which further constrains our cash liquidity.
We believe that we have sufficient working capital for our requirements for at least the next 12 months from the date of this interim report, absent unforeseen circumstances, taking into account the financial resources presently available to us, including cash and cash equivalents on hand, cash flows from our operations and the estimated net proceeds from the initial public offering.
CapitalExpenditures
Our capital expenditures amounted to approximately HK$0.05 million and Nil relating to the purchase of office equipment as of September 30, 2024 and March 31, 2025, respectively.
We plan to fund our future capital expenditures with our existing cash balance and proceeds from the initial public offering. We will continue to make capital expenditures to meet the expected growth of our business, including for office equipment and leasehold improvements.
ContractualObligations
We have entered into commercial operating lease agreements with various third parties for the use of offices in Hong Kong.
TrendInformation
The following list sets forth, in our view, the most important trends, uncertainties, and events that are reasonably likely to continue to have a material effect on our net revenue, income from operations, profitability, liquidity, and capital resources, or that may cause reported financial information to be not necessarily indicative of future operating results or financial condition:
Off-BalanceSheet Arrangements
As of September 30, 2024 and March 31, 2025, we have not entered into any material off-balance sheet transactions or arrangements.
We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our own shares and classified as shareholders’ equity, or that are not reflected in our combined financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an uncombined entity that serves as credit, liquidity or market risk support to such entity. Moreover, we do not have any variable interest in an uncombined entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.
QUANTITATIVEAND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Concentrationof credit risk
Financial instruments that potentially expose us to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. We place our cash and cash equivalents with financial institutions with high credit ratings and quality.
We conduct credit evaluations of customers, and generally do not require collateral or other security from our customers. We establish an allowance for estimated credit losses primarily based upon the age of the receivables and factors surrounding the credit risk of specific customers.
Concentrationrisk in major customers
For the six months ended March 31, 2024 and 2025, the individual customer who accounted for 10% or more of the Company’s revenues and its outstanding receivable balances at period-end dates, are presented as follows:
| Six months ended March 31, | As of March 31, 2025 | ||||||
|---|---|---|---|---|---|---|---|
| Customer | 2024 | 2025 | Accounts receivable | ||||
| HK | |||||||
| Customer A | 35.98 | % | 4.09 | % | |||
| Customer B | 34.92 | % | 13.55 | % | |||
| Customer C | 10.39 | % | 35.19 | % | |||
| Customer D | - | % | 35.87 | % |
All values are in US Dollars.
Concentrationrisk in major vendors
For the six months ended March 31, 2024 and 2025, the individual vendor who accounted for 10% or more of the Company’s purchases and its outstanding payable balances at period-end dates, are presented as follows
| Six months ended March 31, | As of March 31, 2025 | ||||||
|---|---|---|---|---|---|---|---|
| Vendor | 2024 | 2025 | Accounts payable | ||||
| HK | |||||||
| Vendor A | 44.51 | % | 17.25 | % | |||
| Vendor B | 19.23 | % | 0.95 | % | |||
| Vendor C | 8.09 | % | 46.03 | % | |||
| Vendor D | 2.35 | % | 12.95 | % |
All values are in US Dollars.
Liquidityrisk
Our policy is to regularly monitor our liquidity requirements and our compliance with lending covenants, to ensure that we maintain sufficient reserves of cash and adequate committed lines of funding from major financial institutions to meet its liquidity requirements in the short and long term. See “—Liquidity and CapitalResources” for details.
Interestrate risk
We are exposed to interest rate risk primarily relating to the variable-rate import facility and is mainly concentrated on the fluctuation of HIBOR and USD reference rate arising from our bills payable. We have not used any derivative instruments to mitigate its exposure associated with interest rate risk. However, the management monitors interest rate exposure and will consider other necessary actions when significant interest rate exposure is anticipated.
Foreigncurrency risk
Our foreign currency exposure gives rise to market risks associated with exchange rate movements against the US dollar. As of September 30, 2024 and March 31, 2025, we did not hold or issue any derivative for trading purposes or to hedge against fluctuations in foreign exchange rates. We mitigated this risk by conducting sales and purchases transactions in the same currency. Doing so helped to reduce, but has not eliminated, the impact of foreign currency exchange rate movements. As of September 30, 2024 and March 31, 2025, we had no outstanding forward exchange or foreign currency option contracts.
We currently do not have a foreign currency hedging policy. Our management monitors foreign exchange exposure and will consider hedging significant foreign exchange exposure should the need arise.
Economicand political risk
Our major operations are conducted in Hong Kong. Accordingly, the political, economic, and legal environments in Hong Kong and the general state of Hong Kong’s economy may influence our business, financial condition, and results of operations.
Exhibit 99.2
707CAYMAN HOLDINGS LMITED
INDEXTO UNAUDITED CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
TABLEOF CONTENTS
| PAGE(S) | |
|---|---|
| UNAUDITED CONDENSED CONSOLIDATED AND COMBINED BALANCE SHEETS AS OF MARCH 31, 2025 AND SEPTEMBER 30, 2024 | F-2 |
| UNAUDITED CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED MARCH 31, 2025 AND 2024 | F-3 |
| UNAUDITED CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE SIX MONTHS ENDED MARCH 31, 2025 AND 2024 | F-4 |
| UNAUDITED CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED MARCH 31, 2025 AND 2024 | F-5 |
| NOTES TO UNAUDITED CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS | F-6<br> – F-20 |
| F-1 |
| --- |
707CAYMAN HOLDINGS LIMITED AND SUBSIDIARIES
UNAUDITEDCONDENSED CONSOLIDATED AND COMBINED BALANCE SHEETS
| March 31, 2025 | March 31, 2025 | ||||
| HKD | |||||
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 12,820,596 | $ | 9,085,306 | ||
| Accounts receivable, net (including receivable from related parties of HK97,449 and HK762,756 as of September 30, 2024 and March 31, 2025, respectively) | 7,452,651 | 17,331,358 | |||
| Inventories, net | 103,991 | 51,579 | |||
| Deferred offering costs | 3,719,760 | 4,572,428 | |||
| Deposit, prepayments, and other receivables | 1,077,930 | 3,448,641 | |||
| Total current assets | 25,174,928 | 34,489,312 | |||
| Non-current assets: | |||||
| Plant and equipment, net | 602,550 | 454,081 | |||
| Right-of-use assets, net | 6,156,518 | 3,947,015 | |||
| Rental deposit | 862,464 | 862,464 | |||
| Total non-current assets | 7,621,532 | 5,263,560 | |||
| TOTAL ASSETS | 32,796,460 | $ | 39,752,872 | ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable | 6,603,523 | $ | 12,990,090 | ||
| Customer deposits | 421,146 | 383,015 | |||
| Accrued liabilities and other payables | 2,351,692 | 1,888,386 | |||
| Amount due to a shareholder | 3,598,750 | 5,080,750 | |||
| Current portion of lease liabilities | 3,415,438 | 3,184,374 | |||
| Income tax payable | 2,745,767 | 961,791 | |||
| Total current liabilities | 19,136,316 | 24,488,406 | |||
| Long-term liabilities: | |||||
| Lease liabilities | 3,232,622 | 1,173,943 | |||
| Other long-term liabilities | 19,563 | 19,563 | |||
| Total long-term liabilities | 3,252,185 | 1,193,506 | |||
| TOTAL LIABILITIES | 22,388,501 | 25,681,912 | |||
| Commitments and contingencies | — | — | |||
| Shareholders’ equity: | |||||
| Ordinary share, US0.001 par value, 500,000,000 shares authorized, 20,200,000 shares issued and outstanding as of September 30, 2024 and March 31, 2025* | 158,570 | 158,570 | |||
| Subscription receivables | (150,720 | ) | - | ||
| Retained earnings | 10,400,109 | 13,912,390 | |||
| Total shareholders’ equity | 10,407,959 | 14,070,960 | |||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 32,796,460 | $ | 39,752,872 |
All values are in US Dollars.
* The share amounts are presented on a retroactive basis to reflect the completion of group reorganization (see Note 1).
See accompanying notes to the unaudited condensed consolidated and combined financial statements.
| F-2 |
| --- |
707CAYMAN HOLDINGS LIMITED AND SUBSIDIARIES
UNAUDITEDCONDENSED CONSOLIDATED AND CONBIMED STATEMENTS OF OPERATIONS
| Six Months ended March 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | 2025 | ||||||
| HKD | HKD | |||||||
| Revenues, net | ||||||||
| Revenue from external customers | $ | 36,606,428 | $ | 44,113,766 | ||||
| Revenue from related party | 823,807 | 762,756 | ||||||
| 37,430,235 | 44,876,522 | |||||||
| Cost of revenue | (27,068,823 | ) | (33,248,621 | ) | ) | |||
| Gross profit | 10,361,412 | 11,627,901 | ||||||
| Operating expenses: | ||||||||
| Sales and distribution expenses, third parties | (291,647 | ) | (58,754 | ) | ) | |||
| Sales and distribution expenses, related parties | (680,000 | ) | - | |||||
| Personnel and benefit costs | (3,512,420 | ) | (3,405,500 | ) | ) | |||
| General and administrative expenses | (4,142,379 | ) | (3,823,370 | ) | ) | |||
| Total operating expenses | (8,626,446 | ) | (7,287,624 | ) | ) | |||
| Income from operations | 1,734,966 | 4,340,277 | ||||||
| Other income (expense): | ||||||||
| Interest income | 16,761 | 766 | ||||||
| Interest expense | (243,132 | ) | (157,753 | ) | ) | |||
| Total other expense, net | (226,371 | ) | (156,987 | ) | ) | |||
| Income before income taxes | 1,508,595 | 4,183,290 | ||||||
| Income tax expense | (288,300 | ) | (671,009 | ) | ) | |||
| NET INCOME | $ | 1,220,295 | $ | 3,512,281 | ||||
| Weighted average number of ordinary shares: | ||||||||
| Basic and diluted * | 20,200,000 | 20,200,000 | ||||||
| EARNINGS PER SHARE – BASIC AND DILUTED | $ | 0.06 | $ | 0.17 |
All values are in US Dollars.
* The share amounts are presented on a retroactive basis to reflect the completion of group reorganization (see Note 1).
See accompanying notes to the unaudited condensed consolidated and combined financial statements.
| F-3 |
| --- |
707CAYMAN HOLDINGS LIMITED AND SUBSIDIARIES
UNAUDITEDCONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
| Amount | Subscription<br><br> <br>receivables | Retained<br><br> <br>earnings | Total<br> <br>shareholders’ equity | |||||||
| HKD | HKD | HKD | HKD | |||||||
| Balance as of October 1, 2023 | 20,200,000 | $ | 158,570 | $ | (150,720 | ) | $ | 2,938,663 | $ | 2,946,513 |
| Net income for the period | - | - | - | 1,220,295 | 1,220,295 | |||||
| Balance as of March 31, 2024 | 20,200,000 | 158,570 | (150,720 | ) | 4,158,958 | 4,166,808 | ||||
| Balance as of October 1, 2024 | 20,200,000 | 158,570 | (150,720 | ) | 10,400,109 | 10,407,959 | ||||
| Proceeds from share subscription | - | - | 150,720 | - | 150,720 | |||||
| Net income for the period | - | - | - | 3,512,281 | 3,512,281 | |||||
| Balance as of March 31, 2025 | 20,200,000 | $ | 158,570 | $ | - | $ | 13,912,390 | $ | 14,070,960 | |
| Balance as of March 31, 2025 (US) | 20,200,000 | $ | 20,382 | $ | - | $ | 1,788,248 | $ | 1,808,630 |
All values are in US Dollars.
* The share amounts are presented on a retroactive basis to reflect the completion of group reorganization (see Note 1).
See accompanying notes to the unaudited condensed consolidated and combined financial statements.
| F-4 |
| --- |
707CAYMAN HOLDINGS LIMITED AND SUBSIDIARIES
UNAUDITEDCONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
| Six<br> Months ended March 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | 2025 | ||||||
| HKD | HKD | |||||||
| Cash flows from operating<br> activities: | ||||||||
| Net income | $ | 1,220,295 | $ | 3,512,281 | ||||
| Adjustments to reconcile net income to net<br> cash used in operating activities | ||||||||
| Allowance for expected<br> credit losses | - | 4,290 | ||||||
| Allowance for obsolete<br> inventories | - | 51,579 | ||||||
| Depreciation of plant and<br> equipment | 148,685 | 148,469 | ||||||
| Non-cash lease expense | 1,866,032 | 1,761,640 | ||||||
| Change in operating assets and liabilities: | ||||||||
| Accounts receivable | 2,717,290 | (9,882,997 | ) | ) | ||||
| Inventories | (168,274 | ) | 833 | |||||
| Deposits, prepayments,<br> and other receivables | (578,267 | ) | (2,370,711 | ) | ) | |||
| Accounts payable | (4,154,627 | ) | 6,386,567 | |||||
| Customer deposit | 402,333 | (38,131 | ) | ) | ||||
| Accrued liabilities and<br> other payables | 1,362,704 | (463,306 | ) | ) | ||||
| Amounts due from related<br> parties | (1,020,000 | ) | - | |||||
| Bills payable | (730,353 | ) | - | |||||
| Lease liabilities | (1,841,880 | ) | (1,841,880 | ) | ) | |||
| Income tax payable | 288,300 | (1,783,976 | ) | ) | ||||
| Net cash used in operating activities | (487,762 | ) | (4,515,342 | ) | ) | |||
| Cash flows from investing<br> activities: | ||||||||
| Purchase of plant and equipment | (50,133 | ) | - | |||||
| Net cash used in investing activities | (50,133 | ) | - | |||||
| Cash flows from financing<br> activities: | ||||||||
| Proceeds from share subscription | - | 150,720 | ||||||
| Dividends paid | (2,690,000 | ) | - | |||||
| Payment of offering costs | (2,100,983 | ) | (852,668 | ) | ) | |||
| Repayments from related<br> parties | 2,348,993 | 1,482,000 | ||||||
| Net cash (used in) provided by financing activities | (2,441,990 | ) | 780,052 | |||||
| Net change in cash and cash<br> equivalent | (2,979,885 | ) | (3,735,290 | ) | ) | |||
| BEGINNING OF PERIOD | 12,750,082 | 12,820,596 | ||||||
| END OF PERIOD | $ | 9,770,197 | $ | 9,085,306 | ||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
| Cash paid for income taxes | $ | - | $ | 2,454,985 | ||||
| Cash paid for interest | $ | - | $ | 14,540 | ||||
| Non-cash investing and financing<br> activities: | ||||||||
| Special dividends to the shareholder offset<br> with amount due from the shareholder | $ | 3,010,000 | $ | - |
All values are in US Dollars.
See accompanying notes to the unaudited condensed consolidated and combined financial statements.
| F-5 |
| --- |
707 CAYMAN HOLDINGS LIMITEDAND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSEDCONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS
NOTE1 - BUSINESS OVERVIEW
707 Cayman Holdings Limited (“the Company”) was incorporated in Cayman Islands (“Cayman”) on February 2, 2024. The Company through its subsidiaries (collectively referred to as the “Company”) are principally engaged in (i) the sale of quality apparel products and (ii) the provision in supply chain management total solutions, among the customers throughout Western Europe, North America, Middle East and East Asia. The operation is mainly based in Hong Kong.
Description of subsidiaries incorporated and controlled by the Company:
| Name | Background | Ownership |
|---|---|---|
| Beta<br> Alpha Holdings Limited (“Beta Alpha”) | ●<br> BVI company<br><br> <br>●<br> Incorporated on February 14, 2024<br><br> <br>●<br> Issued and outstanding 1 ordinary share for US$1<br><br> <br>●<br> Investment holding | 100%<br>owned by the Company |
| 707<br>International Limited (“707IL”) | ●<br> Hong Kong company<br><br> <br>●<br> Incorporated on January 4, 2021<br><br> <br>●<br> Issued and outstanding 10,000 ordinary shares for HK$10,000<br><br> <br>●<br> Sale and distribution of fashion apparel | 100%<br>owned by Beta Alpha |
Reorganization
Since February 2024, the Company anticipated several transactions for the purposes of a group reorganization (“Group Reorganization”).
Prior to a Group Reorganization, 707IL was held as to 100% by Mr. Cheung Lui (“Mr. Cheung”). Upon completion of Group Reorganization, JME International Holdings Limited, who is controlled by Mr. Cheung, ultimately owns 999,999 shares of the Company and 707IL will become an indirectly-owned subsidiary of the Company.
On August 26, 2024, the Company issued 1 ordinary share to JME in exchange of transferring 100% equity interest of 707IL by Mr. Cheung. The Company completed a share swap transaction, whereby the entire share capital of 707IL was transferred to Beta Alpha resulting in the Company being comprised of Beta Alpha and 707IL as its direct and indirect wholly-owned subsidiaries, respectively.
On October 9, 2024, for the purpose of the initial public offering, all of the current shareholders proportionately subscribed the additional 19,200,000 ordinary shares at par value, for a cash consideration of US$19,200, in aggregate. At the date of filing, the total number of ordinary shares which the Company is authorized to issue 500,000,000 ordinary shares, consisting of 20,200,000 ordinary shares issued and outstanding, at US$0.001 par value.
The Company completed a Group Reorganization on October 9, 2024.
During the periods presented in these unaudited condensed consolidated and combined financial statements, the control of these entities has been demonstrated by Mr. Cheung, as a sole owner, as if the Group Reorganization had taken place at the beginning of the earlier date presented. Accordingly, the combination has been treated as a corporate restructuring of entities under common control and thus the current capital structure has been retroactively presented in prior periods as if such structure existed at that time and in accordance with ASC 805-50-45-5, the entities under common control are presented on a combined basis for all periods to which such entities were under common control. The combination of the Company and its subsidiaries has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying unaudited condensed consolidated and combined financial statements.
| F-6 |
| --- |
707CAYMAN HOLDINGS LIMITED AND SUBSIDIARIES
NOTESTO UNAUDITED CONDENSED CONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS
On June 10, 2025, the Company consummated its initial public offering (the IPO”) of 1,750,000 ordinary shares at the offering price of US$4.00 per share. The aggregate net proceeds from the IPO, net of underwriting discount and offering expenses, were approximately $5.2 million. The ordinary shares of the Company were approved for listing on The Nasdaq Capital Market and commenced trading under the ticker symbol “JEM” on June 9, 2025.
NOTE2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These accompanying unaudited condensed consolidated and combined financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying unaudited condensed consolidated and combined financial statements and notes.
| ● | Basis<br> of Presentation |
|---|
The accompanying unaudited condensed consolidated and combined financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”), regarding financial reporting, and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results. The results of operations for the six months ended March 31, 2025 are not necessarily indicative of results to be expected for any other interim period or for the full year of 2025. Accordingly, these unaudited condensed consolidated and combined financial statements should be read in conjunction with the Company’s audited consolidated and combined financial statements and note thereto as of and for the years ended September 30, 2023 and 2024, as filed on Form F-1.
| ● | Principles<br> of Consolidation |
|---|
The unaudited condensed consolidated and combined financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.
| ● | Use<br> of Estimates and Assumptions |
|---|
The preparation of unaudited condensed consolidated and combined 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 disclosures of contingent assets and liabilities as of the date of the unaudited condensed combined consolidated and combined financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s unaudited condensed combined consolidated and combined financial statements include the useful lives of plant and equipment, impairment of long-lived assets, allowance for estimated credit losses, revenue recognition, retirement plan cost, leases, income tax provision, deferred taxes and uncertain tax position.
The inputs into the management’s judgments and estimates consider the economic implications of COVID-19 on the Company’s critical and significant accounting estimates. Actual results could differ from these estimates.
| ● | Foreign<br> Currency Transaction |
|---|
The accompanying unaudited condensed consolidated and combined financial statements are presented in the Hong Kong dollar (“HKD” or “HK$”), which is the reporting currency of the Company. HKD is also the functional currency of the Company’s operating subsidiary.
| F-7 |
| --- |
707CAYMAN HOLDINGS LIMITED AND SUBSIDIARIES
NOTESTO UNAUDITED CONDENSED CONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS
The Company accounts for foreign currency transactions pursuant to ASC Topic 830, Foreign Currency Matters (“ASC 830”). In accordance with ASC 830, monetary balances denominated in or linked to foreign currency are stated on the basis of the exchange rates prevailing at the applicable balance sheet date. For foreign currency transactions included in the statement of operations, the exchange rates applicable on the relevant transaction dates are used. Gains or losses arising from changes in the exchange rates used in the translation of such transactions and from the remeasurement of the monetary balance sheet items are recorded as gain (loss) on foreign currency transactions.
| ● | Convenience<br> Translation |
|---|
Translations of amounts in the unaudited condensed consolidated and combined balance sheets, unaudited condensed consolidated and combined statements of operations, and unaudited condensed consolidated and combined statements of cash flows from HK$ into US$ as of and for the six months’ period ended March 31, 2025 are solely for the convenience of the readers and were calculated at the rate of US$ = HK$7.7799, as published in the United States Federal Reserve Board on March 31, 2025. No representation is made that the HK$ amounts could have been, or could be, converted, realized, or settled into US$ at such rate or at any other rate.
| ● | Cash<br> and Cash Equivalents |
|---|
Cash and cash equivalents consist primarily of cash in readily available checking and saving accounts. They consist of highly liquid investments that are readily convertible to cash and that mature within three months or less from the date of purchase. The carrying amounts approximate fair value due to the short maturities of these instruments.
| ● | Accounts<br> Receivable |
|---|
Accounts receivable are recorded at the gross billing amount less an allowance for any uncollectible accounts due from the customers. Accounts receivable do not bear interest and are considered overdue after 90 days from the date of sale invoices. The Company records impairment losses for accounts receivable based on assessments of the recoverability of the accounts receivable and individual account analysis, including the current creditworthiness and the past collection history of each customer and current economic industry trends. Impairments arise when there is objective evidence indicating that the balances may not be collectible. The identification of bad and doubtful debts, in particular of a loss event, requires the use of judgment and estimates, which involve the estimates of specific losses on individual exposures, as well as a provision on historical trends of collections. Based on analysis of customers’ credit and ongoing relationship, management makes conclusions about whether any balances outstanding at the end of the period will be deemed non-collectible on an individual basis and on aging analysis basis. The provision is recorded against accounts receivables balances, with a corresponding charge recorded in the consolidated and combined statements of operations and comprehensive income. Delinquent account balances are written off against the allowance for expected credit losses after management has determined that the likelihood of collection is not probable.
| ● | Deferred<br> Offering Costs |
|---|
Deferred offering costs consist principally of all direct offering costs incurred by the Company, such as underwriting, legal, consulting, printing, and other registration related costs in connection with the initial public offering (“IPO”). Such costs are deferred until the closing of the IPO offering, at which time the deferred costs are offset against the offering proceeds. In the event the IPO offering is unsuccessful or aborted, the costs will be expensed.
| ● | Revenue<br> Recognition |
|---|
The Company receives revenue from contracts with customers, which are accounted for in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”).
| F-8 |
| --- |
707CAYMAN HOLDINGS LIMITED AND SUBSIDIARIES
NOTESTO UNAUDITED CONDENSED CONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS
ASC Topic 606 provided the following overview of how revenue is recognized from the Company’s contracts with customers: The Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.
Step 1: Identify the contract(s) with a customer.
Step 2: Identify the performance obligations in the contract.
Step 3: Determine the transaction price – The transaction price is the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer.
Step 4: Allocate the transaction price to the performance obligations in the contract – Any entity typically allocates the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or service promised in the contract.
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation – An entity recognizes revenue when (or as) it satisfies a performance obligation by transferring a promised good or service to a customer (which is when the customer obtains control of that good or service). The amount of revenue recognized is the amount allocated to the satisfied performance obligation. A performance obligation may be satisfied at a point in time (typically for promises to transfer goods to a customer) or over time (typically for promises to transfer service to a customer).
Certain portion of the Company’s income is derived from contracts with customers, and as such, the revenue recognized depicts the transfer of promised goods or services to its customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company considers the terms of the contract and all relevant facts and circumstances when applying this guidance. The Company’s revenue recognition policies are in compliance with ASC Topic 606, as follows:
The Company typically enters into purchase orders with its customers where the rights of the parties, including payment terms, are identified and sales prices to the customers are fixed with no separate sales rebate, discount, or other incentive and no right of return exists on sales of merchandise. The Company’s performance obligation is to deliver products according to contract specifications. The Company recognizes gross product revenue at a point in time when the control of products or services is transferred to customers.
Revenue from product sales is recognized at a point in time when the goods are delivered and transferred to customers, being at the point that the customer obtains the control of the goods under the free on board (“FOB”) and the Company has presented the right of payment and collection of the consideration is probable.
Payments received at the signing of the contracts with the customers are recognized as customer deposits and included in liabilities on the balance sheet. Customer deposits are recognized as revenue when the goods and services are transferred to and accepted by the customers. As of September 30, 2024 and March 31, 2025, the customer deposits were HK$421,146 and HK$383,015 (US$49,231), respectively.
The Company began the sales of products under its own label since February 2024. The Company recognizes revenue when the customer obtains control of the Company’s product based on the contractual shipping terms, at which time the performance obligation is deemed to be completed. The Company is primarily responsible for fulfilling the promise to deliver the product and bears risk of loss while the inventory is in-transit to the purchaser.
The Company only accepts the return of products that are defective or non-conforming due to defects in manufacturing and/or workmanship within 10-30 days upon the receipt of products by the customers.
Revenue from sourcing service is generated as a merchandizer to facilitate the production, price and tariff, stability and quality of fabric and apparel for Company’s customers, upon the agreed upon terms and condition, as a single performance obligation. Such fees are charged at the specific percentage based on the invoice value of the order made by the Company’s customer and billed to its customer when the service is rendered. The Company recognizes such revenue in the period when the amounts are determined to be fixed and the performance obligation is satisfied as the Company completes each period’s obligations.
| F-9 |
| --- |
707CAYMAN HOLDINGS LIMITED AND SUBSIDIARIES
NOTESTO UNAUDITED CONDENSED CONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS
Revenue from logistic service encompasses fees paid for logistic and supply chain support provided by the Company to the customer, with a single performance obligation. Such fees are fixed and billed on a monthly basis. The Company recognizes such revenue in the period when the amounts are determined to be fixed and the performance obligation is satisfied as the Company completes each period’s obligations.
Principalvs Agent Considerations
When another party is involved in providing goods to the customer, the Company will apply the principal versus agent guidance in ASC Topic 606 to determine if the Company is acting as the principal or an agent to the transaction. This evaluation determined that the Company is in control of establishing the transaction price, managing all aspects of the shipment term, and taking the risk of loss for delivery, collection, and returns. Based on the Company’s evaluation of the control model, it is determined that all the Company’s major businesses act as the principal rather than the agent within their revenue arrangements and such revenues are reported on a gross basis.
Disaggregationof Revenue
The Company has disaggregated its revenue from contracts with customers into categories based on the geographical location of the revenue generated from, as follows:
| Six<br> months ended March 31, | |||||
|---|---|---|---|---|---|
| 2024 | 2025 | 2025 | |||
| HKD | HKD | ||||
| Western Europe | $ | 31,391,802 | $ | 10,201,197 | |
| North America | 6,032,864 | 18,244,158 | |||
| Middle East | 5,569 | 1,821 | |||
| East Asia | - | 16,429,346 | |||
| Total | $ | 37,430,235 | $ | 44,876,522 |
All values are in US Dollars.
The Company has disaggregated its revenue from contracts with customers into categories based on the business operation of the revenue as follows:
| Six<br> months ended March 31, | ||||||
|---|---|---|---|---|---|---|
| Type of revenue | Point of recognition | 2024 | 2025 | 2025 | ||
| HKD | HKD | |||||
| Product sales | Point in time | $ | 35,737,579 | $ | 43,698,920 | |
| Product sales (self-branded) | Point in time | 418,704 | 2,574 | |||
| Sourcing service | Point in time | 278,810 | 169,472 | |||
| Logistic service | Point in time | 995,142 | 1,005,556 | |||
| Total | $ | 37,430,235 | $ | 44,876,522 |
All values are in US Dollars.
| ● | Segment<br> Reporting |
|---|
ASC Topic 280, Segment Reporting (“ASC 280”), establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for detailing the Company’s business segments.
| F-10 |
| --- |
707CAYMAN HOLDINGS LIMITED AND SUBSIDIARIES
NOTESTO UNAUDITED CONDENSED CONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS
In accordance with ASU No. 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures, the Company considered whether additional disclosures were required, including significant segment expenses and measures used by the chief operating decision maker (“CODM”). However, the CODM evaluates the Company’s performance based solely on financial results, and no additional measures or expense categories are used for internal decision-making.
As the Company’s chief operating decision maker has been identified as the chief executive officer, who reviews the combined results when making decisions about allocating resources and assessing performance of the Company, thus for the six months ended March 31, 2024 and 2025, the Company has one single business segment operating in Hong Kong.
| ● | Leases |
|---|
The Company adopts the FASB Accounting Standards Update (“ASU”) 2016-02 “Leases (Topic 842).” for all periods presented. This standard requires lessees to recognize lease assets (“right-of-use”) and related lease obligations (“lease liabilities”) on the balance sheet for leases with terms in excess of twelve months. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities.
The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the unaudited condensed consolidated and combined balance sheets. Finance leases are included in finance lease ROU assets and finance lease liabilities in the unaudited condensed consolidated and combined balance sheets.
ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease and finance lease ROU assets and liabilities are recognized, based on the present value of lease payments over the lease term discounted using the rate implicit in the lease. In cases where the implicit rate is not readily determinable, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term. The Company depreciated the ROU assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the ROU assets or the end of the lease term. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
All of the Company’s real estate leases are classified as operating leases and there was no lease with a duration of twelve months or less.
| ● | Income<br> Taxes |
|---|
Income taxes are determined in accordance with the provisions of ASC Topic 740, Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
| F-11 |
| --- |
707CAYMAN HOLDINGS LIMITED AND SUBSIDIARIES
NOTESTO UNAUDITED CONDENSED CONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS
For the six months ended March 31, 2024 and 2025, the Company did not have any interest and penalties associated with tax positions. As of September 30, 2024 and March 31, 2025, the Company did not have any significant unrecognized uncertain tax positions.
The Company is subject to tax in local and foreign jurisdictions. As a result of its business activities, the Company files tax returns that are subject to examination by the relevant tax authorities.
| ● | Net<br> Income Per Share |
|---|
The Company computes earnings per share (“EPS”) in accordance with ASC Topic 260, Earnings per Share (“ASC 260”). ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average ordinary share outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.
| ● | Fair<br> Value Measurement |
|---|
The Company follows the guidance of the ASC Topic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:
| ● | Level 1 : Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets; |
|---|---|
| ● | Level 2 : Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments<br> in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant<br> inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets<br> or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using<br> market-based observable inputs; and |
| ● | Level 3 : Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants<br> would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option<br> pricing models and discounted cash flow models. |
The carrying value of the Company’s financial instruments: cash and cash equivalents, accounts receivable, amounts due from related parties, deposit, prepayments and other receivables, accounts payable, accrued liabilities and other payables and amounts due to related parties approximate at their fair values because of the short-term nature of these financial instruments.
| ● | Recently<br> Issued Accounting Pronouncements |
|---|
From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. The purpose of the update was to improve financial reporting by requiring disclosures of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted and requires retrospective application to all periods presented in the consolidated and combined financial statements. The amendments in ASU 2023-07 are effective for years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, adopted retrospectively. The Company adopted this standard effective October 1, 2024 retrospectively for all periods presented.
| F-12 |
| --- |
707CAYMAN HOLDINGS LIMITED AND SUBSIDIARIES
NOTESTO UNAUDITED CONDENSED CONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its consolidated and combined financial statements and disclosures.
In March 2024, the FASB issued ASU No. 2024-02, which removes references to the Board’s concepts statements from the FASB Accounting Standards Codification (the “Codification” or ASC). The ASU is part of the Board’s standing project to make “Codification updates for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or the structure of guidance, and other minor improvements.” The Company’s management does not believe the adoption of ASU 2024-02 will have a material impact on its consolidated and combined financial statements and disclosures.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement–Reporting Comprehensive Income–Expense DisaggregationDisclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires that an entity disclose, in the notes to financial statements, specified information about certain costs and expenses. The amendment in the ASU is intended to enhance the transparency and decision usefulness to better understand the major components of an entity’s income statement. The amendments in this Update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of the new standard on its combined and consolidated financial statements which is expected to result in enhanced disclosures.
In March 2025, the FASB issued ASU No. 2025-09, Income Taxes (Topic 720): Improvements to Income Tax Disclosures (“ASU 2025-09”), which prescribes standard categories for the components of the effective tax rate reconciliation and requires disclosure of additional information for reconciling items meeting certain quantitative thresholds, requires disclosure of disaggregated income taxes paid, and modifies certain other income tax-related disclosures. ASU 2025-09 is effective for annual periods beginning after March 15, 2024 and allows for adoption on a prospective basis, with a retrospective option. The Company adopted ASU 2025-09 on its consolidated and combined financial statements for the fiscal year ended September 30, 2024.
Except for the above-mentioned pronouncements, there are no new recently issued accounting standards that will have a material impact on the unaudited condensed consolidated and combined balance sheets, statements of operations and cash flows.
NOTE3 - ACCOUNTS RECEIVABLE, NET
| As<br> of | ||||||
|---|---|---|---|---|---|---|
| September 30, | March 31, | March 31, | ||||
| 2024 | 2025 | 2025 | ||||
| HKD | HKD | |||||
| At cost: | ||||||
| Accounts receivable | 7,507,992 | 17,331,358 | ||||
| Less: allowance for expected credit losses | (55,341 | ) | - | |||
| Accounts receivable, net | $ | 7,452,651 | $ | 17,331,358 |
All values are in US Dollars.
| F-13 |
| --- |
707CAYMAN HOLDINGS LIMITED AND SUBSIDIARIES
NOTESTO UNAUDITED CONDENSED CONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS
The following table presents the activities in the allowance for expected credit losses for the six months ended March 31, 2024 and 2025:
| 2024 | 2025 | 2025 | |||||
|---|---|---|---|---|---|---|---|
| HKD | HKD | ||||||
| Balance at October 1, | $ | - | $ | 55,341 | $ | 7,113 | |
| Allowance for expected credit losses | - | 4,290 | 551 | ||||
| Written off | - | (59,631 | ) | (7,664 | |||
| Balance at March 31, | $ | - | $ | - | $ | - |
All values are in US Dollars.
The Company generally conducts its business with creditworthy third parties. The Company determines, on a continuing basis, the probable losses and an allowance for estimated credit losses, based on several factors including internal risk ratings, customer credit quality, payment history, historical bad debt/write-off experience and forecasted economic and market conditions. Accounts receivable are written off after exhaustive collection efforts occur and the receivable is deemed uncollectible. In addition, receivable balances are monitored on an ongoing basis and its exposure to bad debts is not significant.
NOTE4 - LEASES
Operating lease right-of-use (“ROU” assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Generally, the implicit rate of interest (“discount rate”) in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives.
The Company has entered into commercial operating leases with various third parties for the use of offices and warehouse in Hong Kong. These leases have original terms exceeding 1 year, but not more than 3 years. These operating leases are included in “Right-of-use Assets” on the balance sheet and represent the Company’s right to use the underlying assets during the lease term. The Company’s obligation to make lease payments are included in “Lease liabilities” on the balance sheet.
Supplemental balance sheet information related to operating leases was as follows:
| As<br> of | |||||
|---|---|---|---|---|---|
| September 30, | March 31, | March 31, | |||
| 2024 | 2025 | 2025 | |||
| HKD | HKD | ||||
| Operating lease: | |||||
| Right-of-use<br> assets, net | $ | 6,156,518 | $ | 3,947,015 | |
| Lease liabilities: | |||||
| Current lease liabilities | $ | 3,415,438 | $ | 3,184,374 | |
| Non-current lease liabilities | 3,232,622 | 1,173,943 | |||
| Total lease liabilities | $ | 6,648,060 | $ | 4,358,317 |
All values are in US Dollars.
Operating lease expense for the six months ended March 31, 2024 and 2025 was HK$1,866,032 and HK$1,761,640 (US$226,435), respectively.
| F-14 |
| --- |
707CAYMAN HOLDINGS LIMITED AND SUBSIDIARIES
NOTESTO UNAUDITED CONDENSED CONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS
Other supplemental information about the Company’s operating lease as of March 31,
| 2024 | 2025 | |||||
|---|---|---|---|---|---|---|
| Weighted average discount rate | 5.6 | % | 5.9 | % | ||
| Weighted average remaining lease term (years) | 2.3-2.4<br> years | 0.6-1.4<br> years |
Operating lease commitments:
The following table summarizes the future minimum lease payments due under the Company’s operating leases as of March 31, 2025:
| For the period ending March 31, | HKD | ||||
|---|---|---|---|---|---|
| 2026 | $ | 3,326,986 | |||
| 2027 | 1,184,900 | ||||
| Total minimum lease payments | 4,511,886 | ||||
| Less: imputed interest | (153,569 | ) | ) | ||
| Future minimum lease payments | $ | 4,358,317 |
All values are in US Dollars.
Subsequently, on May 28, 2025, the Company entered into a lease agreement for the use of staff quarter, in a term of 2 years, from June 1, 2025 to May 31, 2027. The monthly lease expense was HK$70,000 (equal to US$8,997).
NOTE5 - SHAREHOLDERS’ EQUITY
OrdinaryShares
The Company was established under the laws of Cayman Island on February 2, 2024, and authorized to issue one class of ordinary share. At the date of filing, the total number of ordinary shares which the Company is authorized to issue 500,000,000 ordinary shares, consisting of 20,200,000 ordinary shares issued and outstanding, at par value of US$0.001 per share.
Unless indicated or the context otherwise requires, all share numbers of ordinary shares in this report have been retroactively presented to reflect the completion of group reorganization (see Note 1), as if such transactions occurred on the earliest day of the periods presented.
On June 10, 2025, the Company consummated its initial public offering (the IPO”) of 1,750,000 ordinary shares at the offering price of US$4.00 per share. The aggregate net proceeds from the IPO, net of underwriting discount and offering expenses, were approximately $5.2 million. The ordinary shares of the Company were approved for listing on The Nasdaq Capital Market and commenced trading under the ticker symbol “JEM” on June 9, 2025.
NOTE6 - NET INCOME PER SHARE
| Six<br> Months ended March 31, | |||||
|---|---|---|---|---|---|
| 2024 | 2025 | 2025 | |||
| HKD | HKD | ||||
| Numerator: | |||||
| Net income attributable to the<br> Company’s shareholders | $ | 1,220,295 | $ | 3,512,281 | |
| Denominator: | |||||
| Weighted average ordinary shares outstanding | |||||
| Basic and diluted* | 20,200,000 | 20,200,000 | |||
| Net income per share: | |||||
| Basic and diluted | $ | 0.06 | $ | 0.17 |
All values are in US Dollars.
* The share amounts are presented on a retroactive basis, due to group reorganization (see Note 1).
| F-15 |
| --- |
707CAYMAN HOLDINGS LIMITED AND SUBSIDIARIES
NOTESTO UNAUDITED CONDENSED CONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS
NOTE7 - INCOME TAX EXPENSE
The provision for income tax expense consisted of the following:
| Six<br> months ended March 31, | |||||
|---|---|---|---|---|---|
| 2024 | 2025 | 2025 | |||
| HKD | HKD | ||||
| Current income tax | $ | 288,300 | $ | 671,009 | |
| Deferred income tax | - | - | |||
| Income tax expense | $ | 288,300 | $ | 671,009 |
All values are in US Dollars.
The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company operates in Hong Kong that are subject to taxes in the jurisdictions in which it operates, as follows:
CaymanIslands
Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends to the shareholders, no Cayman Islands withholding tax will be imposed.
BritishVirgin Islands
Beta Alpha is incorporated in the British Virgin Islands and is not subject to taxation. In addition, upon payments of dividends by these entities to their shareholder, no British Virgin Islands withholding tax will be imposed.
HongKong
707IL is operating in Hong Kong and is subject to the Hong Kong profits tax at the two-tiered income tax rates at the rate of 8.25% on the estimated assessable income up to HK$2,000,000 and 16.5% on any part of assessable income over HK$2,000,000 arising in Hong Kong during its tax year.
The reconciliation of income tax rate to the effective income tax rate based on income before income tax expense for the six months ended March 31, 2024 and 2025 are as follows:
| Six<br> months ended March 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | 2025 | ||||||
| HKD | HKD | |||||||
| Income before income taxes | $ | 1,508,595 | $ | 4,183,290 | ||||
| Statutory income tax rate | 16.5 | % | 16.5 | % | % | |||
| Income tax expense at statutory rate | 248,918 | 690,243 | ||||||
| Income not subject to taxes | (2,766 | ) | (126 | ) | ) | |||
| Expenses not subject to tax deduction | 221,530 | 143,891 | ||||||
| Tax adjustment | (14,382 | ) | 2,001 | |||||
| Tax holidays | (165,000 | ) | (165,000 | ) | ) | |||
| Income tax expense | $ | 288,300 | $ | 671,009 |
All values are in US Dollars.
| F-16 |
| --- |
707CAYMAN HOLDINGS LIMITED AND SUBSIDIARIES
NOTESTO UNAUDITED CONDENSED CONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS
Uncertain tax positions
The Company evaluates the 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 March 31, 2025, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur any interest and penalties related to potential underpaid income tax expenses for the six months ended March 31, 2024 and 2025 and also did not anticipate any significant increases or decreases in unrecognized tax benefits in the next 12 months from March 31, 2025.
NOTE8 - RELATED PARTY BALANCES AND TRANSACTIONS
Nature of relationships with related parties
| Name<br> of related party | Relationship<br> with the Company |
|---|---|
| Cheung<br> Lui (“Mr. Cheung”) | Chief<br> Executive Officer (“CEO”) and controlling shareholder of the Company |
| Jose<br> Sfez (“Mr. Sfez”) | Chairman<br> and Director of the Company |
| Seven<br> Retail Limited | Entity<br> controlled by Mr. Sfez |
| Red<br> and Blue LLC | Entity<br> controlled by Mr. Sfez |
Related party balances consisted of the following:
| As<br> of | ||||||
|---|---|---|---|---|---|---|
| September 30, | March 31, | March 31, | ||||
| 2024 | 2025 | 2025 | ||||
| Name | Nature | HKD | HKD | |||
| Cheung Lui | Amount due<br> to a shareholder | $ | 3,598,750 | $ | 5,080,750 | |
| Red and Blue LLC | Accounts receivable | $ | 97,449 | $ | 762,756 |
All values are in US Dollars.
As of September 30, 2024 and March 31, 2025, the amount due to a shareholder, Mr. Cheung Lui represented the temporary advances made to the Company to finance the listing fees in connection with this initial public offering (“IPO”). In October 2024, the Company entered into the loan facility with its major shareholder, Mr. Cheung to obtain his personal fund to support the transaction costs in connection with the IPO, up to the aggregate amount of HK$15 million (US$1.9 million). This advance made by Mr. Cheung under this facility is non-interest bearing, unsecured and repayable on demand.
As of September 30, 2024 and March 31, 2025, the amount represented trade receivable from product sales with a related party, Red and Blue LLC. The amount is unsecured, interest-free and granted with 45 days’ credit term. The balance was subsequently settled in full.
| F-17 |
| --- |
707CAYMAN HOLDINGS LIMITED AND SUBSIDIARIES
NOTESTO UNAUDITED CONDENSED CONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS
In the ordinary course of business, during the six months ended March 31, 2024 and 2025, the Company has engaged in transactions with related parties, either at cost or current market prices and on the normal commercial terms. The following table provides the transactions with these parties for the periods as presented (for the portion of such period that they were considered related):
| Six<br> months ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2025 | 2025 | ||||
| Name | Nature | HKD | HKD | |||
| Seven Retail Limited | Consultancy fee | $ | 680,000 | $ | - | |
| Red and Blue LLC | Product sales | $ | 823,807 | $ | 762,756 |
All values are in US Dollars.
For the six months ended March 31, 2024 and 2025, the director of the Company, Mr. Cheung provided the personal guarantees and a legal charge over his personal property under banking facilities at no fee charge. (see Note 10)
Apart from the transactions and balances detailed above and elsewhere in these accompanying unaudited condensed consolidated and combined financial statements, the Company has no other significant or material related party transactions during the periods presented.
NOTE9 - CONCENTRATIONS OF RISKS
The Company is exposed to the following concentrations of risks:
| (a) | Major<br> customers |
|---|
For the six months ended March 31, 2024 and 2025, the individual customer who accounted for 10% or more of the Company’s revenues and its outstanding receivable balances at period-end dates, are presented as follows:
| Six<br> months ended March 31, | As<br> of March 31, 2025 | ||||||
|---|---|---|---|---|---|---|---|
| Customer | 2024 | 2025 | Accounts<br> receivable | ||||
| HK | |||||||
| Customer A | 35.98 | % | 4.09 | % | |||
| Customer B | 34.92 | % | 13.55 | % | |||
| Customer C | 10.39 | % | 35.19 | % | |||
| Customer D | - | % | 35.87 | % |
All values are in US Dollars.
| (b) | Major<br> vendors |
|---|
For the six months ended March 31, 2024 and 2025, the individual vendor who accounted for 10% or more of the Company’s purchases and its outstanding payable balances at period-end dates, are presented as follows:
| Six<br> months ended March 31, | As<br> of March 31, 2025 | ||||||
|---|---|---|---|---|---|---|---|
| Vendor | 2024 | 2025 | Accounts<br> payable | ||||
| HK | |||||||
| Vendor A | 44.51 | % | 17.25 | % | |||
| Vendor B | 19.23 | % | 0.95 | % | |||
| Vendor C | 8.09 | % | 46.03 | % | |||
| Vendor D | 2.35 | % | 12.95 | % |
All values are in US Dollars.
| (c) | Credit<br> risk |
|---|
Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and accounts receivable. Cash equivalents are maintained with high credit quality institutions in Hong Kong, the composition and maturities of which are regularly monitored by the management. Effective from October 1, 2024, the Hong Kong Deposit Protection Board pays compensation up to a limit of HK$800,000 (US$102,829) if the bank in Hong Kong with which an individual/a company hold its eligible deposit fails.
| F-18 |
| --- |
707CAYMAN HOLDINGS LIMITED AND SUBSIDIARIES
NOTESTO UNAUDITED CONDENSED CONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS
As of March 31, 2025, cash and cash equivalents of HK$9.1 million (US$1.2 million) was maintained at financial institutions in Hong Kong, of which approximately HK$7.5 million (US$1.0 million) was subject to credit risk. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.
For accounts receivable, the Company determines, on a continuing basis, the probable losses and sets up an allowance for estimated credit losses.
| (d) | Exchange<br> rate risk |
|---|
The Company cannot guarantee that the current exchange rate will remain steady; therefore, there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.
| (e) | Interest<br> rate risk |
|---|
The Company is exposed to interest rate risk primarily relating to the variable-rate import facility and is mainly concentrated on the fluctuation of HIBOR and USD reference rate arising from its bills payable. The Company has not used any derivative instruments to mitigate its exposure associated with interest rate risk. However, the management monitors interest rate exposure and will consider other necessary actions when significant interest rate exposure is anticipated.
| (f) | Economic<br> and political risk |
|---|
The Company’s major operations are conducted in Hong Kong. Accordingly, the political, economic, and legal environments in Hong Kong, as well as the general state of Hong Kong’s economy may influence the Company’s business, financial condition, and results of operations.
NOTE10- COMMITMENTS AND CONTINGENCIES
LegalContingency
From time to time, the Company may be involved in various legal proceedings and claims in the ordinary course of business. The Company currently is not aware of any legal proceedings or claims that it believes will have, individually or in the aggregate, a material adverse effect on its business, financial condition, operating results, or cash flows.
BankingFacilities
The Company was granted a line of credit with the maximum amount of HK$12 million (US$1.5 million), available in the form of import loans and trust receipts, with a credit term up to 90 days. Loans under trust receipts bear annual interest at the prevailing bank rates ranging as follows:
| HKD<br> currency | At<br> HIBOR + 2% per annum |
|---|---|
| USD<br> currency | At<br> USD reference rate + 2.14% per annum |
These banking facilities are secured by a legal charge over the property owned by the Company’s CEO and personally guaranteed by the Company’s CEO.
| F-19 |
| --- |
707CAYMAN HOLDINGS LIMITED AND SUBSIDIARIES
NOTESTO UNAUDITED CONDENSED CONSOLIDATED AND COMBINED FINANCIAL
STATEMENTS
As of September 30, 2024 and March 31, 2025, the Company did not draw on this credit facility.
NOTE11- SUBSEQUENT EVENTS
In accordance with ASC Topic 855, Subsequent Events, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the unaudited condensed consolidated and combined financial statements are issued, the Company has evaluated all events or transactions that occurred after March 31, 2025, up to the date that the unaudited condensed consolidated and combined financial statements were available to be issued.
On June 5, 2025, the Company approved and adopted the 2025 Equity Incentive Plan (the “2025 Plan”) and became effective on June 9, 2025. The maximum number of ordinary shares issuable under the 2025 Plan was set at 4,390,000 ordinary shares. On June 13, 2025, the Company filed a Form S-8 registration statement with the U.S. Securities and Exchange Commission to register the shares available for issuance under the 2025 Plan.
On June 10, 2025, the Company consummated its initial public offering (the IPO”) of 1,750,000 ordinary shares at the offering price of US$4.00 per share. The aggregate net proceeds from the IPO, net of underwriting discount and offering expenses, were approximately $5.2 million. The ordinary shares of the Company were approved for listing on The Nasdaq Capital Market and commenced trading under the ticker symbol “JEM” on June 9, 2025.
On June 13, 2025, the Company issued 4,390,000 shares of Ordinary Shares at the current market price of US$3.85 per share to five consultants as compensation for marketing and business development services to be provided over a term of 12 months. The total value of the shares issued amounted to approximately US$17 million.
| F-20 |
| --- |