707 Cayman Holdings Ltd 6-K, filed Aug 10, 2026
707 Cayman Holdings Ltd. (JEM)
About this 6-K
707 Cayman Holdings Ltd filed this 6-K on August 10, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2026
Commission
File Number:
(Exact name of registrant as specified in its charter)
(Address of principal executive offices)
(Name, Telephone, email and/or fax number and address of Company Contact Person)
Indicate by check mark whether the registrant file or will file annual reports under cover of Form 20-F or Form 40-F.
| Form 20-F | ☒ | |
| Form 40-F | ☐ |
Exhibit Index
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 August 10, 2026.
| 707 CAYMAN HOLDINGS LIMITED | ||
| By: | /s/ Cheung Lui | |
| Name: | Cheung Lui | |
| Title: | Executive Director and Chief Executive Officer | |
Exhibit 99.1
707 CAYMAN HOLDINGS LIMITED
AND SUBSIDIARIES
Announces Unaudited Financial Results For the Six Months Ended March 31, 2026
PRELIMINARY NOTE
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited consolidated and combined financial statements and related notes that appear on Form 20-F, as filed on January 16, 2026. In addition to historical consolidated and combined financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this report. All amounts included herein with respect to the six months ended March 31, 2025 and 2026 (“Interim Financial Statements”) are derived from our unaudited condensed consolidated and combined financial statements for the six months ended March 31, 2025 and 2026 included elsewhere in this report. These Interim Financial Statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles, or US GAAP.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
We have completed the following transactions during the six months ended March 31, 2026, as follows:
Offering
On November 20, 2025, we entered into an Equity Purchase with Hudson Global Ventures, LLC (the “Investor”) pursuant to which we will have the right, but not the obligation to sell to the Investor, and the Investor will have the obligation to purchase up to US$18,000,000 worth of our ordinary shares (the “Put Shares”) at a sole discretion over the next 24 months, subject to certain conditions precedent and other limitations. Concurrently with the execution of the Equity Purchase Agreement, we agreed to issue 3,127 commitment shares to the Investor as part of the consideration. This offering was completed on March 4, 2026 and the net proceeds of $4,415,490 from the offering were received.
Share Redesignation
On December 18, 2025, we approved a share redesignation to reclassify the authorized share capital from US$500,000 divided into 500,000,000 shares of a nominal or par value of US$0.001 each to US$500,000 divided into 500,000,000 ordinary shares at a par value of US$0.001 each, comprising (i) 400,000,000 class A ordinary shares at a par value of US$0.001 each and (ii) 100,000,000 class B ordinary shares at a par value of US$0.001 each. Every holder of shares in the Company shall have one (1) vote for each Class A Ordinary Share of which he is the holder and twenty-five (25) votes for each Class B Ordinary Share of which he is the holder.
Reverse Splits
On March 4, 2026, our board of directors approved that the authorized, issued, and outstanding ordinary shares of the Company be consolidated on a 20 for 1 ratio. This reverse split became effective on April 13, 2026.
On June 6, 2026, our board of directors approved that the authorized, issued, and outstanding ordinary shares of the Company be consolidated on a 12 for 1 ratio. This reverse split became effective on July 14, 2026.
Increase in Authorized Capital
On August 5, 2026, our board of directors approved that our authorized share capital increased from US$500,000 divided into 2,083,333 shares at par value of US$0.24 per share comprising (a) 1,666,667 Class A ordinary shares at a par value and (b) 416,666 Class B ordinary shares at par value to US$12,000,000 divided into (a) 45,000,000 Class A ordinary shares at a par value of US$0.24 per share and (b) 5,000,000 Class B ordinary shares at par value of US$0.24 per share.
Six Months Ended March 31, 2025 Compared to Six Months Ended March 31, 2026
The following table shows key components of our results of operations during the six months ended March 31, 2025 and 2026.
| 2025 | 2026 | 2026 | Variance (+/-) | |||||||||||||||||
| HK$ | HK$ | US$ | HK$ | % | ||||||||||||||||
| Revenue from third parties | 44,113,766 | 34,108,979 | 4,350,635 | -10,004,787 | -22.68 | |||||||||||||||
| Revenue from related parties | 762,756 | 652,405 | 83,215 | -110,351 | -14.47 | |||||||||||||||
| 44,876,522 | 34,761,384 | 4,433,850 | -10,115,138 | -22.54 | ||||||||||||||||
| Cost of revenue | (33,248,621 | ) | (33,248,254 | ) | (4,240,849 | ) | 367 | 0.00 | ||||||||||||
| Gross profit | 11,627,901 | 1,513,130 | 193,001 | -10,114,771 | -86.99 | |||||||||||||||
| Operating expenses: | ||||||||||||||||||||
| Sales and distribution expenses | (58,754 | ) | (2,664,400 | ) | (339,847 | ) | 2,605,646 | 4,434.84 | ||||||||||||
| Share-based compensation, marketing | - | (65,915,850 | ) | (8,407,634 | ) | 65,915,850 | 100 | |||||||||||||
| Personnel and benefits costs | (3,405,500 | ) | (3,884,124 | ) | (495,424 | ) | 478,624 | 14.05 | ||||||||||||
| General and administrative expenses | (3,823,370 | ) | (5,969,543 | ) | (761,421 | ) | 2,146,173 | 56.13 | ||||||||||||
| Total operating expenses | (7,287,624 | ) | (78,433,917 | ) | (10,004,326 | ) | 71,146,293 | 976.26 | ||||||||||||
| Income (loss) from operations | 4,340,277 | (76,920,787 | ) | (9,811,325 | ) | -81,261,064 | -1,872.26 | |||||||||||||
| Other (expense) income: | ||||||||||||||||||||
| Interest income | 766 | 435,970 | 55,608 | 435,204 | 56,815.14 | |||||||||||||||
| Interest expense | (157,753 | ) | (119,483 | ) | (15,240 | ) | -38,270 | -24.26 | ||||||||||||
| Gain on lease modification | - | 218,223 | 27,835 | -218,223 | 100 | |||||||||||||||
| Total other (expenses) incomes, net | (156,987 | ) | 534,710 | 68,203 | -691,697 | -440.61 | ||||||||||||||
| Income (loss) before income taxes | 4,183,290 | (76,386,077 | ) | (9,743,122 | ) | -80,569,367 | -1,925.98 | |||||||||||||
| Income tax expense | (671,009 | ) | - | - | 671,009 | -100 | ||||||||||||||
| NET INCOME (LOSS) | 3,512,281 | (76,386,077 | ) | (9,743,122 | ) | -79,898,358 | -2,274.83 | |||||||||||||
Revenue
For the six months ended March 31, 2026, our revenue decreased by approximately HK$10.12 million or 22.54% to HK$34.76 million (US$4.43 million), as compared to approximately HK$44.88 million for the six months ended March 31, 2025. The decline was primarily attributable to a reduction in sales order volumes, relfecting weaker consumer demand in major economies amid global political instability.
Our revenues were generated by the sales of products, sourcing service and logistic service. The following table sets forth the breakdown of our revenue by business operation.
| 2025 | 2026 | 2026 | ||||||||||||||||||
| HK$ | % of total revenue | HK$ | US$ | % of total revenue | ||||||||||||||||
| Product sales | 43,698,920 | 97.38 | % | 32,380,872 | 4,130,213 | 93.15 | % | |||||||||||||
| Product sales (self-branded) | 2,574 | 0.00 | % | - | - | 0.00 | % | |||||||||||||
| Sourcing service | 169,472 | 0.38 | % | 1,381,493 | 176,211 | 3.97 | % | |||||||||||||
| Logistic service | 1,005,556 | 2.24 | % | 999,019 | 127,426 | 2.88 | % | |||||||||||||
| Total revenue | 44,876,522 | 100.00 | % | 34,761,384 | 4,433,850 | 100.00 | % | |||||||||||||
Our revenues were mainly generated from the product sales for the six months ended March 31, 2025 and 2026, which accounted for 97.38% and 93.15% of our total revenue respectively. For the six months ended March 31, 2026, revenue generated from product sales decreased by approximately HK$11.32 million or 25.90% to HK$32.38 million (US$4.13 million), as compared to HK$43.70 million for the six months ended March 31, 2025. The decline was mainly due to reduction in sales order volumes from customers during the reporting period.
Revenue generated from the provision of sourcing services accounted for 0.38% and 3.97% of our total revenue for the six months ended March 31, 2025 and 2026, respectively. For the six months ended March 31, 2026, revenue from sourcing services increased by approximately HK$1.21 million or 715.17% to HK$1.38 million (US$0.18 million), as compared to HK$0.17 million for the six months ended March 31, 2025. The increase was primarily attributable to higher customer demand for sourcing services during the reporting period.
Revenue generated from the provision of logistic service contributed to 2.24% and 2.88% of our total revenue for the six months ended March 31, 2025 and 2026, respectively. There was no significant change for the six months ended March 31, 2026.
For the six months ended March 31, 2025 and 2026, our revenues were mainly generated from customers who are fashion houses in various countries. The following table sets forth the breakdown of our revenue based on the location of the customers.
| 2025 | 2026 | 2026 | ||||||||||||||||||
| HK$ | % of total revenue | HK$ | US$ | % of total revenue | ||||||||||||||||
| Western Europe | 10,201,197 | 22.73 | % | 23,328,803 | 2,975,613 | 67.11 | % | |||||||||||||
| North America | 18,244,158 | 40.65 | % | 10,467,454 | 1,335,134 | 30.11 | % | |||||||||||||
| Middle East | 1,821 | 0.00 | % | 370,099 | 47,207 | 1.06 | % | |||||||||||||
| Other countries | 16,429,346 | 36.62 | % | 595,028 | 75,896 | 1.72 | % | |||||||||||||
| Total revenue | 44,876,522 | 100.00 | % | 34,761,384 | 4,433,850 | 100.00 | % | |||||||||||||
Cost of 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.
| 2025 | 2026 | 2026 | ||||||||||||||||||
| HK$ | % of total revenue | HK$ | US$ | % of total revenue | ||||||||||||||||
| Product sales | 32,432,188 | 97.54 | % | 31,582,254 | 4,028,349 | 94.99 | % | |||||||||||||
| Product sales (self-branded) | 833 | 0.00 | % | - | - | N/A | ||||||||||||||
| Sourcing service | 118,600 | 0.36 | % | 967,000 | 123,342 | 2.91 | % | |||||||||||||
| Logistic service | 697,000 | 2.10 | % | 699,000 | 89,158 | 2.10 | % | |||||||||||||
| Total cost of revenue | 33,248,621 | 100.00 | % | 33,248,254 | 4,240,849 | 100.00 | % | |||||||||||||
Our cost of revenue mainly consisted of purchases from vendors. No significant change for the six months ended March 31, 2026, as compared with six months ended March 31, 2025.
Gross profit
The following table sets forth the breakdown of our gross profit by business operation.
| 2025 | % of | 2026 | 2026 | % of | ||||||||||||||||
| HK$ | Total | HK$ | US$ | Total | ||||||||||||||||
| Product sales | 11,266,732 | 96.89 | % | 798,618 | 101,864 | 52.77 | % | |||||||||||||
| Product sales (self-branded) | 1,741 | 0.01 | % | - | - | N/A | ||||||||||||||
| Sourcing service | 50,872 | 0.44 | % | 414,493 | 52,869 | 27.39 | % | |||||||||||||
| Logistic service | 308,556 | 2.66 | % | 300,019 | 38,268 | 19.84 | % | |||||||||||||
| Gross profit, total | 11,627,901 | 100.00 | % | 1,513,130 | 193,001 | 100 | % | |||||||||||||
For the six months ended March 31, 2026, our gross profit decreased by approximately HK$10.11 million, or 86.99% to HK$1.51 million (US$0.19 million), as compared to HK$11.63 million for the six months ended March 31, 2025. The decrease was driven by a reduction in sales order volumes from customers.
The following table sets forth the breakdown of our gross profit margin by business operation.
| 2025 | 2026 | Change | Change | |||||||||||||
| by point | By % | |||||||||||||||
| Product sales | 25.78 | % | 2.47 | % | -23.31 | % | -90.43 | % | ||||||||
| Product sales (self-branded) | 67.64 | % | N/A | -67.64 | % | -100.00 | % | |||||||||
| Sourcing service | 30.02 | % | 30.00 | % | -0.02 | % | -0.05 | % | ||||||||
| Logistic service | 30.69 | % | 30.03 | % | -0.66 | % | -2.13 | % | ||||||||
| Gross margin, total | 25.91 | % | 4.35 | % | -21.56 | % | -83.21 | % | ||||||||
For the six months ended March 31, 2026, our gross margin decreased to 4.35%, from 25.91% for the six months ended March 31, 2025, representing a decline of 83.21%. The decrease was primarily due to reduced sales order volumes from U.S. customers and additional sample expenses incurred to attract potential customers to secure initial orders, which resulted in a lower gross margin compare to the prior period.
Sales and distribution expenses
Our sales and distribution expenses primarily consist of consultancy fees, sales commission and design fees paid to external consultants. For the six months ended March 31, 2026, sales and distribution expense increased by approximately HK$2.61 million or 4,435.84% to HK$2.66 million (US$0.34 millions), as compared to HK$58,754 for the six months ended March 31, 2025. The increase was mainly attributable to higher spending on long-term image and digital advertising initiatives for corporate branding.
Share-based compensation, marketing
On June 13, 2025, we issued 18,292 ordinary shares at the current market price of US$924.04 per share to certain service providers to settle their agreements for marketing and business development services for their requisite services in a contractual period from June 2025 to May 2026. These share-based service expenses were measured as stock award to these service providers and consultants at the fair value based on the current market price at the date of grant and are recorded as deferred compensation of approximately HK$131.8 million (US$17.0 million) within equity.
For the six months ended March 31, 2026, we recorded share-based compensation expenses of HK$65.92 million (US$8.41 million), compared to HK$nil for the six months ended March 31, 2025.
Personnel and benefits costs
Our personnel and benefits costs mainly represented the salaries, bonus, pension and staff welfare costs. For the six months ended March 31, 2026, our personnel and benefits costs increased by approximately HK$0.48 million or 14.05% to HK$3.88 million (US$0.50 million), as compared to HK$3.41 million for the six months ended March 31, 2025. The increase was mainly due to increase in headcount during the period.
General and administrative expenses
Our general and administrative expenses comprised of the followings:
| 2025 | % of | 2026 | 2026 | % of | ||||||||||||||||
| HK$ | Total | HK$ | US$ | Total | ||||||||||||||||
| Building management fee | 270,157 | 7.07 | % | 270,157 | 34,459 | 4.53 | % | |||||||||||||
| Rental expenses | 64,600 | 1.69 | % | 394,968 | 50,379 | 6.62 | % | |||||||||||||
| Depreciation on plant and equipment | 148,469 | 3.88 | % | 107,071 | 13,657 | 1.79 | % | |||||||||||||
| Amortization on right-of-use assets | 1,618,427 | 42.33 | % | 1,602,153 | 204,356 | 26.84 | % | |||||||||||||
| Insurance | 141,117 | 3.69 | % | 412,349 | 52,596 | 6.91 | % | |||||||||||||
| Legal and professional fee | 764,213 | 19.99 | % | 2,173,633 | 277,249 | 36.41 | % | |||||||||||||
| Transportation | 141,660 | 3.71 | % | 142,899 | 18,227 | 2.39 | % | |||||||||||||
| Travelling expense | 33,710 | 0.88 | % | 53,455 | 6,818 | 0.90 | % | |||||||||||||
| Office supplies | 81,217 | 2.12 | % | 35,744 | 4,559 | 0.60 | % | |||||||||||||
| Others | 559,800 | 14.64 | % | 777,114 | 99,121 | 13.01 | % | |||||||||||||
| Total | 3,823,370 | 100.00 | % | 5,969,543 | 761,421 | 100.00 | % | |||||||||||||
For the six months ended March 31, 2026, our general and administrative expenses increased by approximately HK$2.15 million or 56.13% to HK$5.97 million (US$0.76 million), as compared to HK$3.82 million for the six months ended March 31, 2025. The increase was mainly due to the increase in (i) amortization on right-of-use assets of HK$1.6 million and (ii) legal and professional expenses of HK$2.2 million.
Income (Loss) from operations
For the six months ended March 31, 2026, our loss from operations increased by approximately HK$81.26 million or 1,872.26% to HK$76.92 million (US$9.81 million), as compared to the income from operations of HK$4.34 million for the six months ended March 31, 2025. The operating loss incurred which was mainly due to (i) decrease in gross profit significantly, (ii) incurred share-based compensation expenses of HK$65.92 million (US$8.41 million), and (iii) increase in legal and professional expenses as explained above.
Other (expenses) incomes
Our other (expenses) income primarily included interest income, interest expense and gain on lease modification. The following sets forth the breakdown of our other expense, net:
| 2025 | % of | 2026 | 2026 | % of | ||||||||||||||||
| HK$ | Total | HK$ | US$ | Total | ||||||||||||||||
| Interest income | 766 | (0.49 | )% | 435,970 | 55,608 | 81.53 | % | |||||||||||||
| Interest expense | (157,753 | ) | 100.49 | % | (119,483 | ) | (15,240 | ) | (22.35 | )% | ||||||||||
| Gain on lease modification | - | N/A | 218,223 | 27,835 | 40.82 | % | ||||||||||||||
| Total other (expense) income, net | (156,987 | ) | 100.00 | % | 534,710 | 68,203 | 100.00 | % | ||||||||||||
For the six months ended March 31, 2026, our other income increased by HK$0.69 million or 440.61% to HK$0.53 million (US$ 0.07 million) compared to other expenses of HK$0.16 million for the six months ended March 31, 2025. The increase was primarily attributable to higher interest income on fixed deposit and a gain on lease modification.
Income tax expenses
We incurred income tax expenses of approximately HK$0.67 million and HK$nil (US$nil) for the six months ended March 31, 2025 and 2026, respectively. The decrease in income tax expenses for the six months ended March 31, 2026 as no assessable income from operation was incurred during the reporting period.
Net income (loss)
For the six months ended March 31, 2026, our net loss increased by approximately HK$79.90 million or 2,274.83% to HK$76.39 million (US$9.74 million), as compared to a net income of HK$3.51 million for the six months ended March 31, 2025. The decrease is mainly due to (i) decrease in gross profit significantly, (ii) incurred HK$65.92 million (US$8.41 million) share-based compensation expenses, and (iii) increase in legal and professional expenses as explained above.
Liquidity and Capital Resources
As of September 30, 2025 and March 31, 2026, we had cash and bank balances of approximately HK$40.12 million and HK$40.26 million (US$5.13 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.
Cash Flows
The following table sets forth a summary of our cash flows for the six months ended:
| Six months ended March 31, | ||||||||||||
| 2025 | 2026 | 2026 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Net cash used in operating activities | (4,515,342 | ) | (4,283,016 | ) | (546,303 | ) | ||||||
| Net cash used in investing activities | - | - | - | |||||||||
| Net cash provided by financing activities | 780,052 | 4,415,490 | 563,200 | |||||||||
| Net change in cash and cash equivalent | (3,735,290 | ) | 132,474 | 16,897 | ||||||||
| Cash and cash equivalent, at the beginning of period | 12,820,596 | 40,123,198 | 5,117,755 | |||||||||
| Cash and cash equivalent, at the end of period | 9,085,306 | 40,255,672 | 5,134,652 | |||||||||
Operating Activities
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, 2026, we had net cash used in operating activities of approximately HK$4.28 million (US$0.55 million) mainly arising from net loss from our operations of HK$76.39 million (US$9.74 million), adjusted for decrease in accounts receivable of HK$19.01 million (US$2.42 million), decrease in prepayments of HK$1.28 million (US$0.16 million), decrease in deposits and other receivables of HK$0.08 million (US$10,087), decrease in account payable of HK$13.76 million (US$1.76 million), increase in customer deposit of HK$2.77 million (US$0.35 million), decrease in accrued liabilities and other payables of HK$1.10 million (US$0.14 million), decrease in lease liabilities of HK$1.42 million (US$0.18 million) and decrease in income tax payable of HK$2.34 million (US$0.30 million). These amounts were partially offset by adjusted non-cash items consisting of allowance for obsolete inventories of HK$0.05 million (US$6,579), depreciation of plant and equipment of HK$0.11 million (US$13,657), non-cash lease expense of HK$1.72 million (US$0.22 million), gain on lease modification of HK$0.22 million (US$27,835) and share-based compensation for services of HK$65.92 million (US$8.41 million).
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).
Investing Activities
No cash used in investing activities incurred for the six months ended March 31, 2025 and 2026, respectively.
Financing Activities
Net cash flows provided by financing activities for the six months ended March 31, 2026 were approximately HK$4.42 million (US$0.56 million), was attributable to HK$4.42 million (US$0.56 million) of proceeds from offerings, net of expenses.
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).
Accounts receivable
As of March 31, 2026, our accounts receivable decreased by approximately HK$19.01 million or 75.82% to HK$6.07 million (US$0.77 million), as compared to HK$25.07 million as of September 30, 2025. The decrease primarily attributable to the reduction in sales order volumes during the period.
The following table sets forth the ageing analysis of our accounts receivable:
| As of | ||||||||||||
| September 30, 2025 | March 31, 2026 | March 31, 2026 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Current | 24,512,733 | 4,273,523 | 545,092 | |||||||||
| 1 – 30 days | 486,548 | 718,419 | 91,635 | |||||||||
| 31 – 60 days | 71,882 | 1,019,227 | 130,003 | |||||||||
| 61 – 90 days | - | 16,395 | 2,091 | |||||||||
| Over 90 days | - | 35,757 | 4,562 | |||||||||
| 25,071,163 | 6,063,321 | 773,383 | ||||||||||
| Less: allowance of estimated credit losses | - | - | - | |||||||||
| Total accounts receivable | 25,071,163 | 6,063,321 | 773,383 | |||||||||
We generally conduct our business with creditworthy third parties, with credit terms ranging from 30 to 90 days to 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.
For the six months ended March 31, 2025 and 2026, we recognized an allowance for expected credit losses of HK$4,290 and HK$nil (US$nil), respectively.
As of the date of this report, we collected 96.9% of accounts receivable balance that were outstanding as of March 31, 2026.
The following table sets forth the turnover analysis (by days) of our accounts receivable:
| As of | ||||||||||||
| September 30, 2025 | March 31, 2026 | March 31, 2026 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Average balance of accounts receivable | 18,344,814 | 15,567,242 | 2,000,957 | |||||||||
| Revenue during the period | 106,909,244 | 34,761,384 | 4,468,102 | |||||||||
| Accounts receivable turnover (days) | 63 | 82 | 82 | |||||||||
Our accounts receivable turnover days increased from 63 days as of September 30, 2025 to 82 days as of March 31, 2026.
Material Cash 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 prospectus, 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 fund raising.
Capital Expenditures
We plan to fund our future capital expenditures with our existing cash balance and proceeds from this Offering. We will continue to make capital expenditures to meet the expected growth of our business, including for office equipment and leasehold improvements.
Contractual Obligations
We have entered into commercial operating lease agreements with various third parties for the use of offices in Hong Kong.
Trend Information
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-Balance Sheet Arrangements
As of March 31, 2026, 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.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Concentration of 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.
Concentration risk in major customers
For the six months ended March 31, 2025 and 2026, 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, 2026 | |||||||||||
| Customer | 2025 | 2026 | Accounts receivable | |||||||||
| HK$ | ||||||||||||
| Customer A | 35.87 | % | 0.00 | % | $ | - | ||||||
| Customer B | 35.19 | % | 9.72 | % | 198,777 | |||||||
| Customer C | 13.55 | % | 14.51 | % | 2,884,810 | |||||||
| Customer D | 2.22 | % | 51.63 | % | $ | 2,048,211 | ||||||
Concentration risk in major vendors
For the six months ended March 31, 2025 and 2026, 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, 2026 | |||||||||||
| Vendor | 2025 | 2026 | Accounts payable | |||||||||
| HK$ | ||||||||||||
| Vendor A | 46.03 | % | 5.23 | % | $ | - | ||||||
| Vendor B | 17.25 | % | 26.30 | % | 3,997,224 | |||||||
| Vendor C | 12.95 | % | 0.28 | % | - | |||||||
| Vendor D | 0.00 | % | 55.92 | % | $ | 934,210 | ||||||
All of our Company’s major vendors are located in the PRC and Hong Kong.
Liquidity risk
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.
Foreign currency risk
Our foreign currency exposure gives rise to market risks associated with exchange rate movements against the US dollar. As of March 31, 2026, 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 March 31, 2026, 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.
Economic and 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
707 CAYMAN HOLDINGS LIMITED AND SUBSIDIARIES
INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| F-1 |
707 CAYMAN HOLDINGS LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| HKD | HKD | USD | ||||||||||
| As of | ||||||||||||
September 30, 2025 | March 31, 2026 | March 31, 2026 | ||||||||||
| HKD | HKD | USD | ||||||||||
| ASSETS | ||||||||||||
| Current assets: | ||||||||||||
| Cash and cash equivalents | $ | $ | $ | |||||||||
| Accounts receivable, net (including receivable from related parties of HK$ | ||||||||||||
| Accounts receivable, net | ||||||||||||
| Inventories, net | ||||||||||||
| Income tax recoverable | ||||||||||||
| Prepayments, current portion | ||||||||||||
| Deposit and other receivables | ||||||||||||
| Total current assets | ||||||||||||
| Non-current assets: | ||||||||||||
| Long-term prepayments, net of current portion | ||||||||||||
| Plant and equipment, net | ||||||||||||
| Right-of-use assets, net | ||||||||||||
| Rental deposit | ||||||||||||
| Total non-current assets | ||||||||||||
| TOTAL ASSETS | $ | $ | $ | |||||||||
| LIABILITIES | ||||||||||||
| Current liabilities: | ||||||||||||
| Accounts payable | $ | $ | $ | |||||||||
| Customer deposits | ||||||||||||
| Accrued liabilities and other payables | ||||||||||||
| Amount due to a shareholder | ||||||||||||
| Current portion of lease liabilities | ||||||||||||
| Income tax payable | ||||||||||||
| Total current liabilities | ||||||||||||
| Long-term liabilities: | ||||||||||||
| Lease liabilities | ||||||||||||
| Other long-term liabilities | ||||||||||||
| Total long-term liabilities | ||||||||||||
| TOTAL LIABILITIES | ||||||||||||
| Commitments and contingencies | ||||||||||||
| Shareholders’ equity: | ||||||||||||
| Ordinary share, US$ par value, shares authorized | ||||||||||||
| Class A Ordinary Shares, US$ par value, shares authorized, and shares issued and outstanding as of September 30, 2025 and March 31, 2026* | ||||||||||||
| Class B Ordinary Shares, US$ par value, shares authorized, and shares issued and outstanding as of September 30, 2025 and March 31, 2026* | ||||||||||||
| Ordinary Share | ||||||||||||
| Additional paid-in capital | ||||||||||||
| Deferred compensation | ( | ) | ( | ) | ( | ) | ||||||
| Accumulated deficits | ( | ) | ( | ) | ( | ) | ||||||
| Total shareholders’ equity | ||||||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | $ | |||||||||
| * |
See accompanying notes to the unaudited condensed consolidated financial statements.
| F-2 |
707 CAYMAN HOLDINGS LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| 2025 | 2026 | 2026 | ||||||||||
| Six Months ended March 31, | ||||||||||||
| 2025 | 2026 | 2026 | ||||||||||
| HKD | HKD | USD | ||||||||||
| Revenues, net | ||||||||||||
| Revenue from third parties | $ | $ | $ | |||||||||
| Revenue from related parties | ||||||||||||
| Total revenues, net | ||||||||||||
| Cost of revenue | ( | ) | ( | ) | ( | ) | ||||||
| Gross profit | ||||||||||||
| Operating expenses: | ||||||||||||
| Sales and distribution expenses | ( | ) | ( | ) | ( | ) | ||||||
| Share-based compensation, marketing | ( | ) | ( | ) | ||||||||
| Personnel and benefit costs | ( | ) | ( | ) | ( | ) | ||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ||||||
| Income (loss) from operations | ( | ) | ( | ) | ||||||||
| Other income (expense): | ||||||||||||
| Interest income | ||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||
| Gain on lease modification | ||||||||||||
| Total other (expenses) incomes, net | ( | ) | ||||||||||
| Income (loss) before income taxes | ( | ) | ( | ) | ||||||||
| Income tax expense | ( | ) | ||||||||||
| NET INCOME (LOSS) | $ | $ | ( | ) | $ | ( | ) | |||||
| Weighted average number of ordinary shares: | ||||||||||||
| Basic and diluted * | ||||||||||||
| EARNINGS (LOSS) PER SHARE – BASIC AND DILUTED | $ | $ | ) | $ | ) | |||||||
| * |
See accompanying notes to the unaudited condensed consolidated financial statements.
| F-3 |
707 CAYMAN HOLDINGS LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
| HKD | HKD | HKD | HKD | HKD | HKD | HKD | ||||||||||||||||||||||||||||||
| Class A Ordinary Shares | Class B Ordinary Shares | Retained | ||||||||||||||||||||||||||||||||||
| Number of Shares* | Amount | Number of Shares* | Amount | Subscription receivable | Additional paid in capital | Deferred
compensation | earnings (accumulated deficits) | Total
Stockholders’ Equity | ||||||||||||||||||||||||||||
| HKD | HKD | HKD | HKD | HKD | HKD | HKD | ||||||||||||||||||||||||||||||
| Balance at October 1, 2024 | * | $ | * | $ | $ | ( | ) | $ | $ | $ | $ | |||||||||||||||||||||||||
| Proceeds from share subscription | — | — | ||||||||||||||||||||||||||||||||||
| Net loss for the period | — | — | ||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | * | $ | * | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Balance at October 1, 2025 | * | $ | * | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||
| Balance | * | $ | * | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||
| Proceeds from offerings, net of expenses | — | |||||||||||||||||||||||||||||||||||
| Issuance of Class A Ordinary Shares as commitment shares | — | ( | ) | |||||||||||||||||||||||||||||||||
| Amortization of share-based payments | — | — | ||||||||||||||||||||||||||||||||||
| Net loss for the period | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Balance at March 31, 2026 (HKD) | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||
| Balance at March 31, 2026 (USD) | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||
| Balance | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||
| * |
See accompanying notes to the unaudited condensed consolidated financial statements.
| F-4 |
707 CAYMAN HOLDINGS LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| 2025 | 2026 | 2026 | ||||||||||
| Six Months ended March 31, | ||||||||||||
| 2025 | 2026 | 2026 | ||||||||||
| HKD | HKD | USD | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net income (loss) | $ | $ | ( | ) | $ | ( | ) | |||||
| Adjustments to reconcile net income (loss) to net cash used in operating activities | ||||||||||||
| Allowance for expected credit losses | ||||||||||||
| Allowance for obsolete inventories | ||||||||||||
| Depreciation of plant and equipment | ||||||||||||
| Non-cash lease expense | ||||||||||||
| Gain on lease modification | ( | ) | ( | ) | ||||||||
| Share-based compensation for services | ||||||||||||
| Change in operating assets and liabilities: | ||||||||||||
| Accounts receivable | ( | ) | ||||||||||
| Inventories | ||||||||||||
| Prepayments | ( | ) | ||||||||||
| Deposits and other receivables | ( | ) | ||||||||||
| Accounts payable | ( | ) | ( | ) | ||||||||
| Customer deposit | ( | ) | ||||||||||
| Accrued liabilities and other payables | ( | ) | ( | ) | ( | ) | ||||||
| Lease liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Income tax payable | ( | ) | ( | ) | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||||||
| Proceeds from share subscription | ||||||||||||
| Proceeds from offerings, net of expenses | ||||||||||||
| Payment of offering costs | ( | ) | ||||||||||
| Repayments from related parties | ||||||||||||
| Net cash provided by financing activities | ||||||||||||
| Net change in cash and cash equivalent | ( | ) | ||||||||||
| BEGINNING OF PERIOD | ||||||||||||
| END OF PERIOD | $ | $ | $ | |||||||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||||||
| Cash paid for income taxes | $ | $ | $ | |||||||||
| Cash paid for interest | $ | $ | $ | |||||||||
| Non-cash investment and financing activities: | ||||||||||||
| Issuance of Class A Ordinary Shares as commitment shares | $ | $ | $ | |||||||||
| Right of use assets obtained in exchange for new operating lease liabilities | $ | $ | $ | |||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
| F-5 |
707 CAYMAN HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2026 AND 2025
NOTE 1 － 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:
SCHEDULE OF DESCRIPTION OF SUBSIDIARIES INCORPORATED
| Name | Background | Ownership | ||
| Beta Alpha Holdings Limited (“Beta Alpha”) | ● ● Incorporated
on ● Issued
and outstanding ordinary share for US$ ● |
| ||
707 International Limited (“707IL”)
|
●
● Incorporated
on ● Issued
and outstanding ordinary shares for HK$ ●
|
| ||
Bao Xing Feng Textile Limited (“BXF”)
|
● ● Incorporated
on ● Issued
and outstanding ordinary shares for HK$ ● |
|
Initial Public Offering
On
June 10, 2025, the Company consummated its initial public offering (the IPO”) of ordinary shares at the offering price
of US$ per share. The aggregate net proceeds from the IPO, net of underwriting discount and offering expenses, were approximately
$
Offering
On
November 20, 2025, the Company entered into an Equity Purchase with Hudson Global Ventures, LLC (the “Investor”) pursuant
to which the Company will have the right, but not the obligation to sell to the Investor, and the Investor will have the obligation to
purchase from the Company up to US$
Share Redesignation
On
December 18, 2025, the Company approved a share redesignation to reclassify the authorized share capital from US$
| F-6 |
707 CAYMAN HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2026 AND 2025
As part of the redesignation, the issued ordinary shares at a par value US$ each in the capital of the Company registered in the name of JME International Holdings Limited be redesignated as Class A Ordinary Shares and Class B Ordinary Shares. The remaining issued ordinary shares of par value of US$ each in the capital of the Company registered in the names of various shareholders be redesignated as Class A Ordinary Shares. The authorized but unissued ordinary shares at a par value of US$ each in the capital of the Company be redesignated as Class A Ordinary Shares and the authorized but unissued ordinary shares at a par value of US$ each in the capital of the Company be redesignated as Class B Ordinary Shares, having the rights and subject to the restrictions set out in the New Amended and Restated Memorandum and Articles of Association.
Reverse Splits
On
March 4, 2026, the Company’s board of directors approved that the authorized, issued, and outstanding ordinary shares of the Company
be consolidated on a
On
June 6, 2026, the Company’s board of directors approved that the authorized, issued, and outstanding ordinary shares of the Company
be consolidated on a
Increase in Authorized Capital
On
August 5, 2026, the Company’s board of directors approved that the authorized share capital of the Company increased from US$
All share numbers and per share amounts have been retroactively adjusted to reflect the effectiveness of Share Redesignation and Reverse Splits for all periods presented.
NOTE 2 － SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These accompanying unaudited condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying unaudited condensed consolidated financial statements and notes.
| ● | Basis of Presentation |
The accompanying unaudited condensed consolidated 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, 2026 are not necessarily indicative of results to be expected for any other interim period or for the full year of 2026. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and note thereto as of September 30, 2024 and 2025 and for the years ended September 30, 2023, 2024 and 2025, as filed on Form 20-F on January 16, 2026.
| F-7 |
707 CAYMAN HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2026 AND 2025
| ● | Principles of Consolidation |
The unaudited condensed consolidated 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 of Estimates and Assumptions |
The preparation of unaudited condensed consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s unaudited condensed consolidated financial statements include the useful lives of plant and equipment, impairment of long-lived assets, allowance for expected credit losses, revenue recognition, retirement plan cost, leases, share-based compensation, income tax provision, deferred taxes and uncertain tax position.
| ● | Foreign Currency Transaction |
The accompanying unaudited condensed consolidated financial statements are presented in the Hong Kong dollar (“HKD” or “HK$”), which is the reporting currency of the Company. HKD is also the functional currency of the Company’s operating subsidiary.
The Company accounts for foreign currency transactions pursuant to ASC Topic 830, Foreign Currency Matters (“ASC 830”). In accordance with ASC 830, monetary balances denominated in or linked to foreign currency are stated on the basis of the exchange rates prevailing at the applicable balance sheet date. For foreign currency transactions included in the statement of operations, the exchange rates applicable on the relevant transaction dates are used. Gains or losses arising from changes in the exchange rates used in the translation of such transactions and from the remeasurement of the monetary balance sheet items are recorded as gain (loss) on foreign currency transactions.
| ● | Convenience Translation |
Translations
of amounts in the unaudited condensed consolidated balance sheets, unaudited condensed consolidated statements of operations, and unaudited
condensed consolidated statements of cash flows from HK$ into US$ as of and for the six months’ period ended March 31, 2026 are
solely for the convenience of the readers and were calculated at the rate of US$ = HK$
| ● | Cash 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 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 unaudited condensed consolidated statements of operations. 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.
| F-8 |
707 CAYMAN HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2026 AND 2025
| ● | Allowance for Credit Losses |
In
accordance with ASC Topic 326, Credit Losses – Measurement of Credit Losses on Financial Instruments (“ASC 326”),
the Company utilizes the current expected credit losses (“CECL”) model to determine an allowance that reflects its best estimate
of the lifetime expected credit losses on accounts receivable and deposit, prepayments, and others receivable which is recorded as a
liability to offset the receivables. The CECL model is prepared after considering historical experience, current conditions, and reasonable
and supportable economic forecasts to estimate lifetime expected credit losses. Accounts receivable and deposit, prepayments, and others
receivable are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded as a reduction of
bad debt expense. For the six months ended March 31, 2025 and 2026, the Company recognized an allowance for expected credit losses of
HK$
| ● | Inventories |
Inventories are comprised of finished apparel products, and are stated at cost, on a weighted average basis, which is recorded at the lower of cost or net realizable value and adjusted as appropriate for decrease in valuation and obsolescence. The Company records provisions for obsolete, slow-moving, or excess inventory based on management’s estimates of future demand and market conditions. Such provisions are charged to general and administrative expenses in the unaudited condensed consolidated statements of operations.
| ● | Plant and Equipment |
Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:
SCHEDULE OF PLANT AND EQUIPMENT USEFUL LIFE
| Expected useful life | ||
| Leasehold improvements | Shorter
of | |
| Office equipment | ||
| Motor vehicle | ||
| Computer equipment |
Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized. When assets have retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the unaudited condensed consolidated of operations.
| ● | Impairment of Long-Lived Assets |
In
accordance with the provisions of ASC Topic 360, Impairment or Disposal of Long-Lived Assets, all long-lived assets such as plant
and equipment owned and held by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the
carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are
considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed
the fair value of the assets.
| F-9 |
707 CAYMAN HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2026 AND 2025
| ● | Revenue 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”).
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 unaudited
condensed consolidated 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, 2025 and March 31, 2026, the customer deposits were HK$
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.
| F-10 |
707 CAYMAN HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2026 AND 2025
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.
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.
Principal vs 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.
Disaggregation of Revenue
The Company has disaggregated its revenue from contracts with customers into categories based on the nature of the revenue. The following tables present the revenue stream by products and geographical region as follows:
SCHEDULE OF DISAGGREGATION OF REVENUE FROM CONTRACTS WITH CUSTOMERS
| Type of revenue | Point of recognition | 2025 | 2026 | 2026 | ||||||||||
| Six months ended March 31, | ||||||||||||||
| Type of revenue | Point of recognition | 2025 | 2026 | 2026 | ||||||||||
| HKD | HKD | USD | ||||||||||||
| Product sales | Point in time | $ | $ | $ | ||||||||||
| Product sales (self-branded) | Point in time | |||||||||||||
| Sourcing service | Point in time | |||||||||||||
| Logistic service | Point in time | |||||||||||||
| Total | $ | $ | $ | |||||||||||
| By geographic region | 2025 | 2026 | 2026 | |||||||||
| Six months ended March 31, | ||||||||||||
| By geographic region | 2025 | 2026 | 2026 | |||||||||
| HKD | HKD | USD | ||||||||||
| Western Europe | $ | $ | $ | |||||||||
| North America | ||||||||||||
| Middle East | ||||||||||||
| East Asia | ||||||||||||
| Total | $ | $ | $ | |||||||||
| F-11 |
707 CAYMAN HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2026 AND 2025
| ● | Segment 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 unaudited condensed consolidated financial statements for details the Company’s business segments.
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.
Operating segments are reported in a manner consistent with the internal reporting provided to the CODM, the Chief Executive Officer of the Company for making decisions, allocating resources and assessing performance. Consequently, the Company has determined that it has only one reportable operating segment 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 balance sheets. Finance leases are included in finance lease ROU assets and finance lease liabilities in the unaudited condensed consolidated 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 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-12 |
707 CAYMAN HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2026 AND 2025
For
the six months ended March 31, 2025 and 2026, the Company did
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 Income (loss) Per Share |
The Company computes earnings (loss) 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 (loss) 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.
| ● | Share-Based Compensation |
The Company accounts for share-based compensation in accordance with the fair value recognition provision of ASC Topic 718, Stock Compensation. The Company grants share awards, including ordinary shares and restricted share units, to eligible participants. Share-based compensation expense for share awards is measured at service commencement date based on the estimate of fair value of the share compensation at the grant date. The estimate of the fair value of restricted stock with either solely a service requirement or with the combination of service and performance requirements is based on the estimate of closing fair market value of the ordinary shares on the date of grant. Share-based compensation expense is recognized on a straight-line basis over the award requisite service period.
| ● | Related Parties |
The Company follows the ASC Topic 850-10, Related Party (“ASC 850”) for the identification of related parties and disclosure of related party transactions.
Pursuant to ASC 850, the related parties include: a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of ASC Topic 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
The unaudited condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which statements of operations are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which statements of operations are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
| F-13 |
707 CAYMAN HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2026 AND 2025
| ● | Commitments and Contingencies |
The Company follows the ASC Topic 450-20, Contingencies, to report accounting for contingencies. Certain conditions may exist as of the date the unaudited condensed consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
| ● | Fair 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 in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and |
| ● | Level 3 : Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option 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 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.
| F-14 |
707 CAYMAN HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2026 AND 2025
In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This update clarifies the applicability, form and content, and interim disclosure requirements in ASC Topic 270 and enhances navigability of the interim reporting guidance. The amendments are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, for public business entities and after December 15, 2028, for entities other than public business entities. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of these standards will have on its unaudited condensed consolidated financial statements.
In December 2025, the FASB issued ASU 2025-12, Codification Improvements, which updates the FASB Accounting Standards Codification to clarify, correct errors, and improve the overall usability of GAAP. The improvements consist of narrow-scope amendments, technical corrections, clarification of existing guidance, and updates to clarify the appropriate scope and application of certain disclosure requirements. ASU 2025-12 is effective for annual and interim periods beginning after December 15, 2026. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of these standards will have on its unaudited condensed consolidated financial statements.
In April 2026, the FASB issued ASU No. 2026-01, Equity (Topic 505): Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock. The ASU requires PIK dividends on equity-classified preferred stock to be initially measured based on the stated PIK dividend rate in the preferred stock agreement. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of this standard on its unaudited condensed consolidated financial statements.
In May 2026, the FASB issued ASU No. 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818). This standard provides guidance on the accounting for environmental credits (such as renewable energy credits, carbon credits) and related obligations. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual periods. The Company is currently evaluating the impact of this standard on its unaudited condensed consolidated financial statements.
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 balance sheets, statements of operations and cash flows.
NOTE 3 － SEGMENT REPORTING
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”). The Company’s CODM is the Chief Executive Officer, who is responsible for reviewing performance and making decisions regarding resource
allocation.
For the six months ended March 31, 2025 and 2026, the Company operates one single business segment, in accordance with ASC Topic 280.
| F-15 |
707 CAYMAN HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2026 AND 2025
Additional details about each of its corporate income and expenses of the reportable segment were set forth below:
SCHEDULE OF INCOME AND EXPENSES OF THE REPORTABLE SEGMENT
| 2025 | 2026 | 2026 | ||||||||||
| Six months ended March 31, | ||||||||||||
| 2025 | 2026 | 2026 | ||||||||||
| HKD | HKD | USD | ||||||||||
| Revenue from external customers | $ | $ | $ | |||||||||
| Revenue from related parties | ||||||||||||
| Total revenues, net | ||||||||||||
| Cost of revenue | ( | ) | ( | ) | ( | ) | ||||||
| Gross profit | ||||||||||||
| Sales and distribution expenses | ( | ) | ( | ) | ( | ) | ||||||
| Share-based compensation | ( | ) | ( | ) | ||||||||
| Personnel and benefit costs | ( | ) | ( | ) | ( | ) | ||||||
| Depreciation and amortization | ( | ) | ( | ) | ( | ) | ||||||
| Legal and professional fee | ( | ) | ( | ) | ( | ) | ||||||
| Allowance for expected credit losses | ( | ) | ||||||||||
| Allowance for obsolete inventories | ( | ) | ( | ) | ( | ) | ||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ||||||
| Income (loss) from operations | ( | ) | ( | ) | ||||||||
| Other income (expense): | ||||||||||||
| Interest income | ||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||
| Gain on lease modification | ||||||||||||
| Total other (expenses) incomes, net | ( | ) | ||||||||||
| Income (loss) before income taxes | ( | ) | ( | ) | ||||||||
| Income tax expense | ( | ) | ||||||||||
| SEGMENT PROFIT (LOSS) | $ | $ | ( | ) | $ | ( | ) | |||||
Based
on the management’s assessment, the Company determined that it has
SCHEDULE OF FINANCIAL INFORMATION CONCERNING GEOGRAPHIC SEGMENTS
| By geographic region | 2025 | 2026 | 2026 | |||||||||
| Six months ended March 31, | ||||||||||||
| By geographic region | 2025 | 2026 | 2026 | |||||||||
| HKD | HKD | USD | ||||||||||
| Western Europe | $ | $ | $ | |||||||||
| North America | ||||||||||||
| Middle East | ||||||||||||
| East Asia | ||||||||||||
| Total | $ | $ | $ | |||||||||
Substantially, all of the Company’s revenues and assets are locally generated in Hong Kong.
NOTE 4 － ACCOUNTS RECEIVABLE, NET
SCHEDULE OF ACCOUNTS RECEIVABLE, NET
| 2025 | 2026 | 2026 | ||||||||||
| As of | ||||||||||||
| September 30, | March 31, | March 31, | ||||||||||
| 2025 | 2026 | 2026 | ||||||||||
| HKD | HKD | USD | ||||||||||
| At cost: | ||||||||||||
| Accounts receivable, at cost | ||||||||||||
| Less: allowance for expected credit losses | ||||||||||||
| Accounts receivable, net | $ | $ | $ | |||||||||
| F-16 |
707 CAYMAN HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2026 AND 2025
For
the six months ended March 31, 2025 and 2026, the Company recognized an allowance for expected credit losses of HK$
Up
to the date of this report, the Company collected approximately
NOTE 5 － 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 entered into commercial operating leases with various third parties for the use of offices, warehouse and staff quarter in Hong
Kong. These leases have original terms exceeding
On January 1, 2026 and March 25, 2026, the Company entered into operating lease agreements for its office and warehouse, respectively. The lease for office and warehouse will be expired on December 31, 2028 and March 24, 2028, respectively.
Supplemental unaudited condensed consolidated balance sheet information related to operating leases was as follows:
SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO OPERATING LEASES
| 2025 | 2026 | 2026 | ||||||||||
| As of | ||||||||||||
| September 30, | March 31, | March 31, | ||||||||||
| 2025 | 2026 | 2026 | ||||||||||
| HKD | HKD | USD | ||||||||||
| Operating lease: | ||||||||||||
| Right-of-use assets, net | $ | $ | $ | |||||||||
| Lease liabilities: | ||||||||||||
| Current lease liabilities | $ | $ | $ | |||||||||
| Non-current lease liabilities | ||||||||||||
| Total lease liabilities | $ | $ | $ | |||||||||
Operating
lease expense for the six months ended March 31, 2025 and 2026 was HK$
Other supplemental information about the Company’s operating leases as of March 31,
SCHEDULE OF SUPPLEMENTAL INFORMATION ABOUT OPERATING LEASE
| 2025 | 2026 | |||||||
| Weighted average discount rate | % | % | ||||||
| Weighted average remaining lease term (years) | ||||||||
| F-17 |
707 CAYMAN HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2026 AND 2025
The future maturity of lease liabilities under operating leases as of March 31, 2026, were as follows:
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS DUE UNDER COMPANY’S OPERATING LEASES
| For the year ending March 31, | HKD | USD | ||||||
| 2027 | $ | $ | ||||||
| 2028 | ||||||||
| 2029 | ||||||||
| Total minimum lease payments | ||||||||
| Less: imputed interest | ( | ) | ( | ) | ||||
| Future minimum lease payments | $ | $ | ||||||
NOTE 6 － SHAREHOLDERS’ EQUITY
Ordinary Shares
The Company is authorized to issue Class A Ordinary Shares and Class B Ordinary Shares at a par value of US$ per share.
Share Redesignation
On
December 18, 2025, the Company approved a share redesignation to reclassify the authorized share capital from US$
Share-Based Compensation
On
June 13, 2025, the Company issued ordinary shares at the current market price of US$ per share to certain service providers
to settle their agreements for marketing and business development services for their requisite services in a contractual period from
June 2025 to May 2026. These share-based service expenses were measured as stock award to these service providers and consultants at
the fair value based on the current market price at the date of grant and are recorded as deferred compensation of approximately HK$
For the six months ended March 31, 2026, the Company recognized amortization of deferred compensation of approximately HK$ million (US$ million) on a straight-line basis over the vesting period.
As
of March 31, 2026, the remaining unrecognized compensation cost was approximately HK$
Investor’s Placements
On
November 20, 2025, the Company entered into an Equity Purchase Agreement with Hudson Global Ventures, LLC (the “Investor”)
pursuant to which the Company will have the right, but not the obligation to sell to the Investor, and the Investor will have the obligation
to purchase from the Company up to US$
During
January 2026 to March 2026, the Company issued an aggregate of ordinary shares at purchase prices ranging from US$ to US$
per share and received net proceeds of $
Concurrently with the execution of the Equity Purchase Agreement, the Company agreed to issue ordinary shares as commitment shares to the Investor at the price of US$ per share. These commitment shares are considered as offering-related expenses and treated as a reduction to additional paid-in capital.
| F-18 |
707 CAYMAN HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2026 AND 2025
Reverse Splits
On
March 4, 2026, the Company’s board of directors approved that the authorized, issued, and outstanding ordinary shares of the Company
be consolidated on a
On
June 6, 2026, the Company’s board of directors approved that the authorized, issued, and outstanding ordinary shares of the Company
be consolidated on a
As a result of the above reverse splits, the Company’s par value has been adjusted from US$ per share to US$ per share.
Increase in Authorized Capital
On
August 5, 2026, the Company’s board of directors approved that the authorized share capital of the Company increased from US$
All share numbers and per share amounts have been retroactively adjusted to reflect the effectiveness of Share Redesignation and Reverse Splits for all periods presented.
At the date of this report, the Company has Class A Ordinary Shares issued and outstanding, and Class B Ordinary Shares issued and outstanding, respectively.
| Six Months ended March 31, | ||||||||||||
| 2025 | 2026 | 2026 | ||||||||||
| HKD | HKD | USD | ||||||||||
| Numerator: | ||||||||||||
| Net income (loss) attributable to the Company’s shareholders | $ | $ | ( | ) | $ | ( | ) | |||||
| Denominator: | ||||||||||||
| Weighted average ordinary shares outstanding | ||||||||||||
| Basic and diluted* | ||||||||||||
| Net income (loss) per share: | ||||||||||||
| Basic and diluted | $ | $ | ) | $ | ) | |||||||
| * |
Basic earnings per ordinary share are computed by dividing net income available to the Company’s ordinary shareholders by the weighted average number of ordinary shares outstanding during the year using the two-class method. The liquidation and dividend rights of the holders of the Company’s Class A and Class B ordinary shares are identical, except with respect to voting and conversion rights. As a result, under the two-class method in accordance with ASC 260, net income available to the Company’s ordinary shareholders is allocated between Class A and Class B ordinary shares and other participating securities based on participating rights in undistributed earnings on a proportionate basis.
| F-19 |
707 CAYMAN HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2026 AND 2025
For the six months ended March 31, 2026, diluted weighted-average ordinary shares outstanding is equal to basic weighted-average ordinary shares, due to the Company’s net loss position. Hence, no ordinary shares equivalents were included in the computation of diluted net loss per share since such inclusion would have been antidilutive.
NOTE 8 － INCOME TAX EXPENSE
The provision for income tax expense consisted of the following:
SCHEDULE OF PROVISION FOR INCOME TAX EXPENSE
| 2025 | 2026 | 2026 | ||||||||||
| Six months ended March 31, | ||||||||||||
| 2025 | 2026 | 2026 | ||||||||||
| HKD | HKD | USD | ||||||||||
| Current income tax | $ | $ | $ | |||||||||
| Deferred income tax | ||||||||||||
| Income tax expense | $ | $ | $ | |||||||||
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 mainly operates in Hong Kong that are subject to taxes in the jurisdictions in which it operates, as follows:
Cayman Islands
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.
British Virgin 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.
Hong Kong
| F-20 |
707 CAYMAN HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2026 AND 2025
The
reconciliation of the differences between income tax expense computed by applying Hong Kong income tax rate of
SCHEDULE OF RECONCILIATION OF INCOME TAX RATE
| Six Months ended March 31, | ||||||||||||||||||||
| 2025 | 2026 | |||||||||||||||||||
| HKD | % of Pre-tax income | HKD | USD | % of Pre-tax income | ||||||||||||||||
| Computed expected income tax expense (benefit) | $ | % | $ | ( | ) | $ | ( | ) | % | |||||||||||
| Income exempted from tax | ( | ) | % | ( | ) | ( | ) | % | ||||||||||||
| Effect of differential tax rate – foreign subsidiaries (Note i)(i) | ( | )% | ||||||||||||||||||
| Non-deductible expenses for tax purpose | % | ( | )% | |||||||||||||||||
| Non-deductible share-based compensation expenses | ( | )% | ||||||||||||||||||
| Net operating loss | ( | )% | ||||||||||||||||||
| Others | ( | ) | ( | )% | ( | ) | ( | ) | % | |||||||||||
| Income tax expense | $ | % | $ | $ | % | |||||||||||||||
Note :
| (i) |
The following table sets forth the significant components of the deferred tax assets of the Company as of September 30, 2025 and March 31, 2026.
SCHEDULE SIGNIFICANT COMPONENTS OF THE DEFERRED TAX ASSETS
| 2025 | 2026 | 2026 | ||||||||||
| As of | ||||||||||||
| September 30, | March 31, | March 31, | ||||||||||
| 2025 | 2026 | 2026 | ||||||||||
| HKD | HKD | USD | ||||||||||
| Deferred tax assets: | ||||||||||||
| Net operating loss carryforwards from | ||||||||||||
| Hong Kong | ||||||||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||||||
| Deferred Tax Assets Net | $ | $ | $ | |||||||||
The movements of valuation allowance of deferred tax assets are as follows:
SCHEDULE VALUATION ALLOWANCE OF DEFERRED TAX ASSETS
| As of | ||||||||||||
| September 30, | March 31, | March 31, | ||||||||||
| 2025 | 2026 | 2026 | ||||||||||
| HKD | HKD | USD | ||||||||||
| Balance at beginning of the period | ||||||||||||
| Additions | ||||||||||||
| Balance at end of the period | $ | $ | $ | |||||||||
As
of September 30, 2025 and March 31, 2026, the Company incurred the aggregate of HK$and HK$
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, 2025 and March 31, 2026, 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, 2025 and 2026, and also did not anticipate any significant increases or decreases in unrecognized tax benefits in the next 12 months from March 31, 2026.
| F-21 |
707 CAYMAN HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2026 AND 2025
NOTE 9 － RELATED PARTY BALANCES AND TRANSACTIONS
Nature of relationships with related parties
SCHEDULE OF NAMES AND RELATIONSHIP OF RELATED PARTIES
| Name of related party | Relationship with the Company | |
| Cheung Lui (“Mr. Cheung”) | ||
| Jose Sfez (“Mr. Sfez”) | ||
| Seven Retail Limited | ||
| Red and Blue LLC |
Related party balances consisted of the following:
SCHEDULE OF RELATED PARTY BALANCES
| As of | ||||||||||||||
| September 30, | March 31, | March 31, | ||||||||||||
| 2025 | 2026 | 2026 | ||||||||||||
| Name | Nature | HKD | HKD | USD | ||||||||||
| Cheung Lui | Amount due to a shareholder | $ | $ | $ | ||||||||||
| Red and Blue LLC | Accounts receivable | $ | $ | $ | ||||||||||
As of September 30, 2025 and March 31, 2026, the amount due to a shareholder, Mr. Cheung Lui represented the temporary advances made to the Company. This advance made by Mr. Cheung is non-interest bearing, unsecured and repayable on demand.
As of September 30, 2025 and March 31, 2026, the accounts receivable from Red and Blue LLC represented trade receivable from product sales. The amount is unsecured, interest-free and granted with 45 days’ credit term. The balance was settled in full.
In the ordinary course of business, during the six months ended March 31, 2025 and 2026, the Company has conducted certain transactions with related parties, either at cost or current market prices and under the normal commercial terms. The following table provides the transactions with these related parties for the periods presented (for the portion of such period that they were considered related):
SCHEDULE OF RELATED PARTY TRANSACTION
| Six months ended March 31, | ||||||||||||||
| 2025 | 2026 | 2026 | ||||||||||||
| Name | Nature | HKD | HKD | USD | ||||||||||
| Red and Blue LLC | Product sales | $ | $ | $ | ||||||||||
Apart from the transactions and balances detailed above and elsewhere in these accompanying unaudited condensed consolidated financial statements, the Company has no other significant or material related party transactions during the periods presented.
| F-22 |
707 CAYMAN HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2026 AND 2025
NOTE 10 － RISKS AND UNCERTAINTIES
The Company is exposed to the following concentrations of risks:
SCHEDULE OF CONCENTRATION OF RISK
| (a) | Major customers |
For the six months ended March 31, 2025 and 2026, 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, 2026 | |||||||||||
| Customer | 2025 | 2026 | Accounts receivable | |||||||||
| HK$ | ||||||||||||
| Customer A | % | % | $ | |||||||||
| Customer B | % | % | $ | |||||||||
| Customer C | % | % | $ | |||||||||
| Customer D | % | % | $ | |||||||||
| (b) | Major vendors |
For the six months ended March 31, 2025 and 2026, 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, 2026 | |||||||||||
| Vendor | 2025 | 2026 | Accounts payable | |||||||||
| HK$ | ||||||||||||
| Vendor A | % | % | $ | |||||||||
| Vendor B | % | % | $ | |||||||||
| Vendor C | % | % | $ | |||||||||
| Vendor D | % | % | $ | |||||||||
| (c) | Credit 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, 2025, the Hong Kong Deposit Protection Board pays compensation up to a limit of HK$
As
of March 31, 2026, cash and cash equivalents of HK$
For accounts receivable, the Company determines, on a continuing basis, the probable losses and sets up an allowance for estimated credit losses.
| (d) | Exchange 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.
| F-23 |
707 CAYMAN HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2026 AND 2025
| (e) | Economic 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.
NOTE 11－ COMMITMENTS AND CONTINGENCIES
Legal Contingency
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.
Severance Payment and Long Service Payment
Employment Ordinance of the Laws of Hong Kong requires employers to assure the liability of severance payment if an employee who has been working for the employer for not less than 24 months under a continuous contract is, due to redundancy, dismissed, laid off, or upon expiry of a fixed-term employment contract. The ordinance also requires employers to assure the liability of long service payment if an employee who has been working for the employer for not less than 5 years under a continuous contract is dismissed, dies, resigns on ground of ill health or on or after 65 years old, or upon expiry of a fixed-term employment contract.
As of March 31, 2026, no severance payment is provided since the Company has no plan to dismiss any staff due to redundancy, and therefore considers the possibility of meeting the criteria for making severance payment is remote.
Apart from the transactions and balances detailed above and elsewhere in these accompanying unaudited condensed consolidated financial statements, as of March 31, 2026, the Company did t have any significant commitments and contingencies involved.
| F-24 |
707 CAYMAN HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2026 AND 2025
NOTE 12－ 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 financial statements are issued, the Company has evaluated all events or transactions that occurred after March 31, 2026, up to the date that the unaudited condensed consolidated financial statements were available to be issued.
On
March 4, 2026, the Company’s board of directors approved that the authorized, issued, and outstanding ordinary shares of the Company
be consolidated on a
On
June 6, 2026, the Company’s board of directors approved that the authorized, issued, and outstanding ordinary shares of the Company
be consolidated on a
On
August 5, 2026, the Company’s board of directors approved that the authorized share capital of the Company increased from US$
| F-25 |