MoneyHero Ltd 20-F/A for FY2025
MoneyHero Ltd (MNY)
About this 20-F/A
MoneyHero Ltd filed this 20-F/A on May 27, 2026, covering the fiscal year ended December 31, 2025 (FY2025).
Headline figures
Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $73.43M
- down 7.7% from $79.51M a year earlier
- Net income
- $5.18M
- down 86.3% from net income of $37.79M a year earlier
- Diluted EPS
- -$0.12
- compared with -$0.94 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
(Mark One)
OR
For the fiscal year ended
OR
OR
Date of event requiring this shell company report
For the transition period from to
Commission file number:
(Exact name of Registrant as specified in its charter)
| Not applicable | ||
| (Translation of Registrant’s name into English) | (Jurisdiction of incorporation or organization) |
+65 6322 4392
(Address of Principal Executive Offices)
Interim Chief Executive Officer and Chief Financial Officer
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
(The Nasdaq Global Market) | ||||
(The Nasdaq Global Market) |
Securities registered or to be registered pursuant to Section 12(g) of the Exchange Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Exchange Act:
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
As of December 31, 2025, there were
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
If this report is an annual or transition report,
indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934. Yes ☐
Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | Emerging growth company |
If an emerging growth company that prepares its
financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange
Act.
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting over Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. Yes ☐ No
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| US GAAP | ☐ | ☒ | Other | ☐ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐
EXPLANATORY NOTE
This Amendment No. 1 to Form 20-F (this “Amendment”) amends the annual report on Form 20-F of MoneyHero Limited for the year ended December 31, 2025, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 30, 2026 (the “Original Report”). This Amendment is being filed solely to correct certain typographical errors introduced during the document preparation and filing process in the Edgarized version of the Report of Former Independent Registered Public Accounting Firm financial statement audit opinion of Ernst & Young included on page F-3 of the Original Report, one of which was also reflected in the Edgarized consent of Ernst & Young attached to the Original Report as Exhibit 15.2.
Pursuant to Rule 12b-15 promulgated under the Securities Exchange Act, as amended (the “Exchange Act”), we have included the entire text of Items 8 and 18 of the Original Report in this Amendment. However, there have been no changes made to the text of such items other than the changes stated in the immediately preceding paragraph. As required by Rule 12b-15 under the Exchange Act, currently dated certifications by our principal executive officer and principal financial officer are being filed as Exhibit 12 and furnished as Exhibit 13 to this Amendment. Currently dated consents of our independent registered public accounting firm and former independent registered public accounting firm are also being filed as Exhibits 15.1 and 15.2 hereto. As a result, Item 19 of the Original Report has also been modified.
This Amendment does not reflect events occurring after the filing of the Original Report and does not modify or update the disclosure therein in any way except as described above or herein. No other changes have been made to the Original Report. The filing of this Amendment should not be understood to mean that any statements contained in the Original Report, as amended by this Amendment, are true or complete as of any date subsequent to the original filing date of the Original Report. Unless otherwise stated herein, all disclosures referenced as being made “as of the date of this Annual Report” or similar language are speaking as of the date of the Original Report. This Amendment should be read in conjunction with the Original Report and any subsequent filings by the Company.
TABLE OF CONTENTS
| Page | ||||
| PART I. | 1 | |||
| ITEM 8. | FINANCIAL INFORMATION | 1 | ||
| PART III. | 2 | |||
| ITEM 18. | FINANCIAL STATEMENTS | 2 | ||
| ITEM 19. | EXHIBITS | 2 | ||
| SIGNATURES | 4 | |||
| INDEX TO CONSOLIDATED FINANCIAL STATEMENTS | F-1 | |||
i
PART I.
ITEM 8. FINANCIAL INFORMATION
A. Consolidated Statements and Other Financial Information
We have appended consolidated financial statements filed as part of this annual report.
Legal Proceedings
We are not currently involved in any material legal or administrative proceedings. We may from time to time be subject to various legal or administrative claims and proceedings arising in the ordinary course of business. Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial cost and diversion of our resources, including our management’s time and attention. See also “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—We may be subject to complaints, litigation, arbitration proceedings and regulatory investigations and inquiries from time to time.”
Dividend Policy
Our board of directors has complete discretion as to whether to distribute dividends. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profits (including retained earnings) or share premium, provided that in no circumstances may a dividend be paid if this would result in us being unable to pay our debts as they fall due in the ordinary course of our business. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on the future results of operations and cash flow, capital requirements and surplus, the amount of distributions, if any, received by us from subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. It is expected that we will retain most, if not all, of our available funds and any future earnings to fund the development and growth of our business. As a result, it is not expected that we will pay any cash dividends in the foreseeable future.
B. Significant Changes
Except as disclosed elsewhere in this annual report, we have not experienced any significant changes since the date of our audited consolidated financial statements included in this annual report.
1
PART III.
ITEM 18. FINANCIAL STATEMENTS
The consolidated financial statements of MoneyHero Limited are included at the end of this annual report.
ITEM 19. EXHIBITS
2
| * | Filed herewith. |
| ** | Furnished herewith. |
3
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| MoneyHero Limited | ||
| By: | /s/ Danny Leung | |
| Name: | Danny Leung | |
| Date: May 27, 2026 | Title: | Interim
Chief Executive Officer and Chief Financial Officer |
4
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
MONEYHERO LIMITED
CONTENTS
F-1
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of MoneyHero Limited.
Opinion on the Financial Statements
We have audited the accompanying consolidated statement of financial position of MoneyHero Limited and its subsidiaries (the “Company”) as of December 31, 2025, the related consolidated statements of loss and other comprehensive income/(loss), changes in equity and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/
Hong Kong, The People’s Republic of China
April 30, 2026
We have served as the Company’s auditor since 2025.
F-2
Report of Former Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of MoneyHero Limited.
Opinion on the Financial Statements
We have audited the accompanying consolidated statement of financial position of MoneyHero Limited (the Company) as of December 31, 2024, the related consolidated statements of loss and other comprehensive income/(loss), changes in equity and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young
We have served as the Company’s auditor from 2015 to 2025.
May 6, 2025
F-3
MONEYHERO LIMITED
CONSOLIDATED STATEMENTS OF LOSS AND OTHER COMPREHENSIVE INCOME/(LOSS)
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
| Notes | 2025 | 2024 | 2023 | |||||||||||||
| US$ | US$ | US$ | ||||||||||||||
| REVENUE | 5 | |||||||||||||||
| Cost and expenses: | ||||||||||||||||
| Cost of revenue | ( | ) | ( | ) | ( | ) | ||||||||||
| Advertising and marketing expenses | ( | ) | ( | ) | ( | ) | ||||||||||
| Technology costs | ( | ) | ( | ) | ( | ) | ||||||||||
| Employee benefit expenses | ( | ) | ( | ) | ( | ) | ||||||||||
| General, administrative and other operating expenses | ( | ) | ( | ) | ( | ) | ||||||||||
| Foreign exchange differences, net | ( | ) | ||||||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ||||||||||
| Other income/(expenses): | ||||||||||||||||
| Other income | 5 | |||||||||||||||
| Share-based payment on listing | 25 | ( | ) | |||||||||||||
| Finance costs | 7 | ( | ) | ( | ) | ( | ) | |||||||||
| Changes in fair value of financial instruments | 20 | ( | ) | |||||||||||||
| LOSS BEFORE TAX | 6 | ( | ) | ( | ) | ( | ) | |||||||||
| Income tax expense | 9 | ( | ) | ( | ) | ( | ) | |||||||||
| LOSS FOR THE YEAR | ( | ) | ( | ) | ( | ) | ||||||||||
| OTHER COMPREHENSIVE INCOME/(LOSS) | ||||||||||||||||
| Other comprehensive income/(loss) that may be reclassified to profit or loss in subsequent periods (net of tax): | ||||||||||||||||
| Exchange differences on translation of foreign operations | ( | ) | ( | ) | ||||||||||||
| Other comprehensive income/(loss) that will not be reclassified to profit or loss in subsequent periods (net of tax): | ||||||||||||||||
| Remeasurement gains/(losses) on defined benefit plan | ( | ) | ||||||||||||||
| Fair value loss on non-current financial asset | 10 | ( | ) | |||||||||||||
| OTHER COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR, NET OF TAX | ( | ) | ( | ) | ||||||||||||
| TOTAL COMPREHENSIVE LOSS FOR THE YEAR, NET OF TAX | ( | ) | ( | ) | ( | ) | ||||||||||
| LOSS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT | 32 | |||||||||||||||
| Basic and diluted | ( | ) | ( | ) | ( | ) | ||||||||||
F-4
MONEYHERO LIMITED
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
AS AT DECEMBER 31, 2025 AND 2024
| Notes | 2025 | 2024 | ||||||||
| US$ | US$ | |||||||||
| NON-CURRENT ASSETS | ||||||||||
| Non-current financial asset | 10 | |||||||||
| Intangible assets | 11 | |||||||||
| Property and equipment | 12 | |||||||||
| Right-of-use assets | 13 | |||||||||
| Deposits | 16 | |||||||||
| Total non-current assets | ||||||||||
| CURRENT ASSETS | ||||||||||
| Accounts receivable | 14 | |||||||||
| Contract assets | 15 | |||||||||
| Prepayments and other assets | 16 | |||||||||
| Tax recoverable | ||||||||||
| Pledged bank deposits | 17 | |||||||||
| Cash and cash equivalents | 17 | |||||||||
| Total current assets | ||||||||||
| CURRENT LIABILITIES | ||||||||||
| Accounts and other payable | 18 | |||||||||
| Warrant liabilities | 20 | |||||||||
| Lease liabilities | 13 | |||||||||
| Tax payable | ||||||||||
| Provisions | 21 | |||||||||
| Total current liabilities | ||||||||||
| NET CURRENT ASSETS | ||||||||||
| TOTAL ASSETS LESS CURRENT LIABILITIES | ||||||||||
| NON-CURRENT LIABILITIES | ||||||||||
| Lease liabilities | 13 | |||||||||
| Deferred tax liabilities | 22 | |||||||||
| Provisions | 21 | |||||||||
| Total non-current liabilities | ||||||||||
| NET ASSETS | ||||||||||
F-5
MONEYHERO LIMITED
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (continued)
AS AT DECEMBER 31, 2025 AND 2024
| Notes | 2025 | 2024 | |||||||||
| US$ | US$ | ||||||||||
| EQUITY | |||||||||||
| Issued capital | 23 | ||||||||||
| Reserves | 26 | ||||||||||
| TOTAL EQUITY | |||||||||||
F-6
MONEYHERO LIMITED
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
| Notes | Issued capital | Share premium | Capital, warrant and other reserves | Stock compensation reserve | Retirement benefit reserve | Investment revaluation reserve | Exchange fluctuation reserve | Accumulated losses | Total | |||||||||||||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | |||||||||||||||||||||||||||||||
| At January 1, 2025 | ( | ) | ||||||||||||||||||||||||||||||||||||
| Loss for the year | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Other comprehensive income for the year: | ||||||||||||||||||||||||||||||||||||||
| Exchange differences on translation of foreign operations | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Fair value loss on non-current financial asset | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Remeasurement gains on defined benefit plan, net of tax | - | |||||||||||||||||||||||||||||||||||||
| Total comprehensive loss for the year | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Exercise of share options | ( | ) | - | |||||||||||||||||||||||||||||||||||
| Issuance of share for settlement upon vesting of restricted share units | 24 | ( | ) | - | ||||||||||||||||||||||||||||||||||
| Equity-settled share-based payment arrangements | 24 | - | ||||||||||||||||||||||||||||||||||||
| At December 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
F-7
MONEYHERO LIMITED
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (continued)
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
| Notes | Issued capital | Share premium | Capital, warrant and other reserves | Stock compensation reserve | Retirement benefit reserve | Exchange fluctuation reserve | Accumulated losses | Total | ||||||||||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | |||||||||||||||||||||||||||
| At December 31, 2023 and at January 1, 2024 | ( | ) | ||||||||||||||||||||||||||||||||
| Loss for the year | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Other comprehensive loss for the year: | ||||||||||||||||||||||||||||||||||
| Exchange differences on translation of foreign operations | ||||||||||||||||||||||||||||||||||
| Remeasurement losses on defined benefit plan, net of tax | ||||||||||||||||||||||||||||||||||
| Total comprehensive loss for the year | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Exercise of share options | ( | ) | ||||||||||||||||||||||||||||||||
| Issuance of share for settlement of long-term employee benefit | 24 | ( | ) | |||||||||||||||||||||||||||||||
| Equity-settled share-based payment arrangements | 24 | |||||||||||||||||||||||||||||||||
| At December 31, 2024 | ( | ) | ||||||||||||||||||||||||||||||||
F-8
MONEYHERO LIMITED
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (continued)
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
| Notes | Issued capital | Share premium | Capital, warrant and other reserves | Stock compensation reserve | Retirement benefit reserve | Exchange fluctuation reserve | Accumulated losses | Total | ||||||||||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | |||||||||||||||||||||||||||
| At January 1, 2023 | ( | ) | ||||||||||||||||||||||||||||||||
| Loss for the year | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Other comprehensive loss for the year: | ||||||||||||||||||||||||||||||||||
| Exchange differences on translation of foreign operations | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Remeasurement losses on defined benefit plan, net of tax | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Total comprehensive loss for the year | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Scrip dividend for Preference Shares | 23 | ( | ) | |||||||||||||||||||||||||||||||
| Shares issued pursuant to share-based payment arrangement | ( | ) | ||||||||||||||||||||||||||||||||
| Shares issued upon exercise of Class C warrants | 20, 23 | |||||||||||||||||||||||||||||||||
| Capital Reorganization - Share Exchange | 1, 23 | ( | ) | |||||||||||||||||||||||||||||||
| Repurchase and cancellation of Old Class A Ordinary Shares | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Capital Reorganization - Shares issued to acquire net assets of Bridgetown (as defined in Note 1) | 25 | |||||||||||||||||||||||||||||||||
| Reclassification of warrant liabilities | 20 | - | ||||||||||||||||||||||||||||||||
| Shares issued for the settlement of expenses | 23(d), 24 | |||||||||||||||||||||||||||||||||
| Shares issued upon the exercise of call option for loan notes | 23(c) | |||||||||||||||||||||||||||||||||
| Reclassification of liabilities for long-term employee benefits | ||||||||||||||||||||||||||||||||||
| Equity-settled share-based payment arrangements | 24 | |||||||||||||||||||||||||||||||||
| At December 31, 2023 | ( | ) | ||||||||||||||||||||||||||||||||
F-9
MONEYHERO LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
| Notes | 2025 | 2024 | 2023 | |||||||||||
| US$ | US$ | US$ | ||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||||
| Loss before tax | ( | ) | ( | ) | ( | ) | ||||||||
| Adjustments for: | ||||||||||||||
| Finance costs | 7 | |||||||||||||
| Interest income | 5 | ( | ) | ( | ) | ( | ) | |||||||
| Gain on disposal of items of property and equipment, net | 5 | ( | ) | ( | ) | ( | ) | |||||||
| Depreciation of property and equipment | 12 | |||||||||||||
| Depreciation of right-of-use assets | 13(a) | |||||||||||||
| Amortization of intangible assets | 11 | |||||||||||||
| Written off /impairment of intangible assets | 11 | |||||||||||||
| Equity-settled share-based payment expense | 24 | |||||||||||||
| Other equity-settled transactions | 24 | |||||||||||||
| Share-based payment on listing | 25 | |||||||||||||
| Gain on disposal of assets in Malaysian operations | 5 | ( | ) | |||||||||||
| Changes in fair value of financial instruments, net | 20 | ( | ) | ( | ) | |||||||||
| Other long-term employee benefits expense | ||||||||||||||
| Net benefit expenses recognised in defined benefit obligations | 21 | |||||||||||||
| Unrealized foreign exchange difference, net | ( | ) | ( | ) | ||||||||||
| Impairment of other assets | ||||||||||||||
| Provision for expected credit loss, net of reversal | 6 | |||||||||||||
| ( | ) | ( | ) | ( | ) | |||||||||
| (Increase)/decrease in accounts receivable | ( | ) | ( | ) | ||||||||||
| Decrease/(increase) in prepayments and other assets | ( | ) | ( | ) | ||||||||||
| (Increase)/decrease in contract assets | ( | ) | ( | ) | ||||||||||
| Increase/(decrease) in accounts and other payable | ( | ) | ||||||||||||
| Payment for reinstatement of terminated lease | ( | ) | ||||||||||||
| Cash used in operations | ( | ) | ( | ) | ( | ) | ||||||||
| Interest paid | 13(c) | ( | ) | ( | ) | ( | ) | |||||||
| Income tax (paid)/refunded | ( | ) | ||||||||||||
| Retirement benefits paid under defined benefit obligation | 21 | ( | ) | ( | ) | |||||||||
| Net cash flows used in operating activities | ( | ) | ( | ) | ( | ) | ||||||||
F-10
MONEYHERO LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
| Notes | 2025 | 2024 | 2023 | |||||||||||
| US$ | US$ | US$ | ||||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||||||||
| Interest received | ||||||||||||||
| Purchases of items of property and equipment | 12 | ( | ) | ( | ) | ( | ) | |||||||
| Proceeds from disposal of items of property and equipment | ||||||||||||||
| Placement of rental deposits | ( | ) | ||||||||||||
| Additions to intangible assets | ( | ) | ( | ) | ( | ) | ||||||||
| Placement of pledged bank deposits | ||||||||||||||
| Net cash flows used in investing activities | ( | ) | ( | ) | ( | ) | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||||
| Proceeds from loan notes | ||||||||||||||
| Proceeds from Capital Reorganization, net | 25 | |||||||||||||
| Settlement of loan notes | ( | ) | ||||||||||||
| Principal portion of lease payments | ( | ) | ( | ) | ( | ) | ||||||||
| Proceeds received from the exercise of share options | ||||||||||||||
| Net cash flows (used in)/from financing activities | ( | ) | ( | ) | ||||||||||
| NET (DECREASE)/INCREASEIN CASH AND CASH EQUIVALENTS | ( | ) | ( | ) | ||||||||||
| Cash and cash equivalents at beginning of year | ||||||||||||||
| Effect of foreign exchange rate changes, net | ( | ) | ( | ) | ( | ) | ||||||||
| CASH AND CASH EQUIVALENTS AT END OF YEAR | ||||||||||||||
F-11
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 1. | CORPORATE AND GROUP INFORMATION |
MoneyHero Limited (the “Company”) is a limited liability company incorporated in the Cayman Islands on March 21, 2023 to facilitate the public listing (“Capital Reorganization”) of CompareAsia Group Capital Limited (“CGCL”). The registered office of the Company is located at 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands. The principal place of business of the Company is located at 70 Shenton Way, #18-15, EON Shenton, S079118, Singapore.
The Company and its subsidiaries (collectively, the “Group”) is primarily involved in the operation of online comparison platforms for banking, insurance and other financial products, the provision of advertising and marketing services and insurance brokerage services.
Capital Reorganization
The Capital Reorganization (see note 25) was effectuated by:
| ☐ | a special purpose acquisition company (“SPAC”) Bridgetown Holdings Limited (“Bridgetown”), incorporated in the Cayman Islands and listed on the Nasdaq Stock Market (“NASDAQ”), merging on October 12, 2023 (“Closing Date”) with Gemini Merger Sub 1 Limited, incorporated in the Cayman Islands and a directly wholly-owned subsidiary of the Company; with Gemini Merger Sub 1 Limited surviving and remaining as a wholly-owned subsidiary of the Company (“Initial Merger”); |
| ☐ | Gemini Merger Sub 2 Limited, incorporated in the Cayman Islands and a directly wholly-owned subsidiary of the Company, merging with CGCL on October 12, 2023; with CGCL surviving and becoming a wholly-owned subsidiary of the Company; and |
| ☐ | the Company becoming a publicly traded company on NASDAQ on October 13, 2023. |
In connection with this Capital Reorganization,
the Company acquired the ordinary shares, preference shares and warrants of CGCL on the Closing Date by way of exchanging
The Capital Reorganization is not within
the scope of IFRS 3 Business Combination as Bridgetown does not meet the definition of a business in accordance with IFRS 3. The
Capital Reorganization is treated as the equivalent of the Company issuing shares at the closing of the Capital Reorganization for the
net assets of Bridgetown as of the Closing Date. The net assets of Bridgetown are recorded at cost, with no goodwill or other intangible
assets recorded. Any excess of the fair value of the Company’s shares issued considering a fair value of Bridgetown’s shares
of US$
This amounts to approximately US$
F-12
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 1. | CORPORATE AND GROUP INFORMATION (continued) |
Information about subsidiaries
Particulars of the Company’s principal subsidiaries as at the date of this financial statements are as follows:
| Percentage | ||||||||||||||||
| of equity | ||||||||||||||||
| Place of | attributable to | |||||||||||||||
| incorporation | Issued | the Company | Principal | |||||||||||||
| Name | and business | share capital | Direct | Indirect | activities | |||||||||||
| CompareAsia Group Capital Limited | US$ | |||||||||||||||
| CompareAsia Group Limited | HK$ | |||||||||||||||
| CAG Regional Limited | HK$ | |||||||||||||||
| CAG Regional Singapore Pte. Ltd | SGD | |||||||||||||||
| Compargo Malaysia Sdn. Bhd. | MYR | |||||||||||||||
| Ekos Limited | HK$ | |||||||||||||||
| Ekos Inc. | PHP | |||||||||||||||
| Ekos Pte. Ltd. | SGD | |||||||||||||||
| MoneyGuru Philippines Corporation | PHP | |||||||||||||||
F-13
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 1. | CORPORATE AND GROUP INFORMATION (continued) |
Information about subsidiaries (continued)
| MoneyHero Insurance Brokerage, Inc. | PHP | |||||||||||||||
| MoneyHero Insurance Brokers Limited | HK$ | |||||||||||||||
| MoneyHero Global Limited | HK$ | |||||||||||||||
| Singsaver Insurance Brokers Pte. Ltd. | SGD | |||||||||||||||
| Singsaver Pte. Ltd. | SGD | |||||||||||||||
| Seedly Pte. Ltd | SGD | |||||||||||||||
| 理財一零一有限公司 (Money101 Limited*) | TWD |
F-14
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 2.1 | BASIS OF PREPARATION |
These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards (“IFRSs”) as issued by the International Accounting Standards Board (“IASB”). They have been prepared under the historical cost convention except for the warrants and non-current financial asset that are stated at their fair value as explained in the accounting policies set out in note 2.4. The financial statements are presented in United States dollars (“US$”).
The Group has prepared the financial statements on the basis that it will continue to operate as a going concern.
Basis of consolidation
The consolidated financial statements include the financial statements of the Company and its subsidiaries. A subsidiary is an entity (including a structured entity), directly or indirectly, controlled by the Company. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee (i.e., existing rights that give the Group the current ability to direct the relevant activities of the investee).
Generally, there is a presumption that a majority of voting rights results in control. When the Company has, directly or indirectly, less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:
| (a) | the contractual arrangement with the other vote holders of the investee; |
| (b) | rights arising from other contractual arrangements; and |
| (c) | the Group’s voting rights and potential voting rights. |
The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. The results of subsidiaries are consolidated from the date on which the Group obtains control and continue to be consolidated until the date that such control ceases.
Profit or loss and each component of other comprehensive income/(loss) are attributed to the owners of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control described above. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.
If the Group loses control over a subsidiary, it derecognizes the related assets (including goodwill), liabilities, any non-controlling interest and exchange fluctuation reserves; and recognizes the fair value of any investment retained and any resulting surplus or deficit in profit or loss. The Group’s share of components previously recognized in other comprehensive income/(loss) is reclassified to profit or loss or accumulated losses, as appropriate, on the same basis as would be required if the Group had directly disposed of the related assets or liabilities.
F-15
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 2.2 |
The Group has adopted the following amendments to an IFRS Accounting Standard for the first time for the current year’s financial statements.
| Amendments to IAS 21 | Lack of Exchangeability |
The application of the amendment to IFRS Accounting Standard in the current reporting period has had no material impact on the Group’s financial positions and performance for the current and prior periods and/or on the disclosures set out in these consolidated financial statements.
| 2.3 |
The Group has not applied the following new and amendments to IFRS Accounting Standards that have been issued but are not yet effective, in these financial statements. The Group intends to apply these new and amendments to IFRS Accounting Standards, if applicable, when they become effective.
| Amendments to IFRS 9 and IFRS 7 | Amendments to the Classification and Measurement of Financial Instruments2 | |
| Amendments to IFRS 9 and IFRS 7 | Contracts Referencing Nature-dependent Electricity2 | |
| Amendments to IFRS 10 and IAS 28 | Sale or Contribution of Assets between an Investor and its Associate or Joint Venture1 | |
| Amendments to IFRS Accounting Standards | Annual Improvements to IFRS Accounting Standards – Volume 112 | |
| IFRS 18 | Presentation and Disclosure in Financial Statements3 | |
| Amendments to IAS 21 | Translation to a Hyperinflationary Presentation Currency3 |
| 1 | Effective for the annual periods beginning on or after a date to be determined |
| 2 | Effective for annual periods beginning on or after January 1, 2026 |
| 3 | Effective for annual periods beginning on or after January 1, 2027 |
Except for the new IFRS Accounting Standard mentioned below, the directors of the Company anticipate that the application of all amendments to IFRS Accounting Standards will have no material impact on the consolidated financial statements in the foreseeable future.
IFRS 18 Presentation and Disclosure in Financial Statements
IFRS 18 replaces IAS 1 Presentation of Financial Statements. While a number of sections have been brought forward from IAS 1 with limited changes, IFRS 18 introduces new requirements for presentation within the statement of profit or loss, including specified totals and subtotals. Entities are required to classify all income and expenses within the statement of profit or loss into one of the five categories: operating, investing, financing, income taxes and discontinued operations and to present two new defined subtotals. It also requires disclosures about management-defined performance measures in a single note and introduces enhanced requirements on the grouping (aggregation and disaggregation) and the location of information in both the primary financial statements and the notes. Some requirements previously included in IAS 1 are moved to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, which is renamed as IAS 8 Basis of Preparation of Financial Statements upon effective of IFRS 18. As a consequence of the issuance of IFRS 18, limited, but widely applicable, amendments are made to IAS 7 Statement of Cash Flows, IAS 33 Earnings per Share and IAS 34 Interim Financial Reporting. In addition, there are minor consequential amendments to other IFRSs. IFRS 18 and the consequential amendments to other IFRSs are effective for annual periods beginning on or after January 1, 2027 with earlier application permitted. Retrospective application is required. The Group is currently analyzing the new requirements and assessing the impact of IFRS 18 on the presentation and disclosure of the Group’s financial statements.
F-16
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 2.4 | MATERIAL ACCOUNTING POLICY INFORMATION |
Fair value measurement
The Group measures equity investment as equity investments designated at fair value through other comprehensive income and warrant liabilities at fair value at the end of each reporting period. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or liability, or in the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible by the Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
| Level 1 – | based on quoted prices (unadjusted) in active markets for identical assets or liabilities |
| Level 2 – | based on valuation techniques for which the lowest level input that is significant to the fair value measurement is observable, either directly or indirectly |
| Level 3 – | based on valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable |
For assets and liabilities that are recognized in the financial statements on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by reassessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
Impairment of non-financial assets
Where an indication of impairment exists, or when annual impairment testing for an asset is required (other than financial assets), the asset’s recoverable amount is estimated. An asset’s recoverable amount is the higher of the asset’s or cash-generating unit’s value in use and its fair value less costs of disposal, and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case the recoverable amount is determined for the cash-generating unit to which the asset belongs.
An impairment loss is recognized only if the carrying amount of an asset (or a cash-generating unit) exceeds its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset (or a cash-generating unit). An impairment loss is charged to profit or loss in the period in which it arises in those expense categories consistent with the function of the impaired asset (or a cash-generating unit).
An assessment is made at the end of each reporting period as to whether there is an indication that previously recognized impairment losses may no longer exist or may have decreased. If such an indication exists, the recoverable amount is estimated. A previously recognized impairment loss of an asset (or a cash-generating unit) is reversed only if there has been a change in the estimates used to determine the recoverable amount of that asset (or a cash-generating unit), but not to an amount higher than the carrying amount that would have been determined (net of any depreciation/amortization) had no impairment loss been recognized for the asset (or a cash-generating unit) in prior years. A reversal of such an impairment loss is credited to profit or loss in the period in which it arises.
F-17
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 2.4 | MATERIAL ACCOUNTING POLICY INFORMATION (continued) |
Related parties
A party is considered to be related to the Group if:
| (a) | the party is a person or a close member of that person’s family and that person |
| (i) | has control or joint control over the Group; |
| (ii) | has significant influence over the Group; or |
| (iii) | is a member of the key management personnel of the Group or of a parent of the Group; |
or
| (b) | the party is an entity where any of the following conditions applies: |
| (i) | the entity and the Group are members of the same group; |
| (ii) | one entity is an associate or joint venture of the other entity (or of a parent, subsidiary or fellow subsidiary of the other entity); |
| (iii) | the entity and the Group are joint ventures of the same third party; |
| (iv) | one entity is a joint venture of a third entity and the other entity is an associate of the third entity; |
| (v) | the entity is a post-employment benefit plan for the benefit of employees of either the Group or an entity related to the Group; |
| (vi) | the entity is controlled or jointly controlled by a person identified in (a); |
| (vii) | a person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity); and |
| (viii) | the entity, or any member of a group of which it is a part, provides key management personnel services to the Group or to the parent of the Group. |
Property and equipment and depreciation
Property and equipment are stated at cost less accumulated depreciation and any impairment losses. The cost of an item of property and equipment comprises its purchase price and any directly attributable costs of bringing the asset to its working condition and location for its intended use.
Expenditure incurred after items of property and equipment have been put into operation, such as repairs and maintenance, is normally charged to profit or loss in the period in which it is incurred. In situations where the recognition criteria are satisfied, the expenditure for a major inspection is capitalized in the carrying amount of the asset as a replacement. Where significant parts of property and equipment are required to be replaced at intervals, the Group recognizes such parts as individual assets with specific useful lives and depreciates them accordingly.
Depreciation is calculated on the straight-line basis to write off the cost of each item of property and equipment to its residual value over its estimated useful life. The estimated useful lives used for this purpose are as follows:
| Leasehold improvements | Over the shorter of the lease terms and 2 to 3 years |
| Furniture, fixtures and office equipment | 3 to 5 years |
| Computer equipment | 2 to 3 years |
Where parts of an item of property and equipment have different useful lives, the cost of that item is allocated on a reasonable basis among the parts and each part is depreciated separately. Residual values, useful lives and the depreciation method are reviewed, and adjusted if appropriate, at least at each financial year end.
F-18
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 2.4 | MATERIAL ACCOUNTING POLICY INFORMATION (continued) |
Property and equipment and depreciation (continued)
An item of property and equipment including any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on disposal or retirement recognized in profit or loss in the year the asset is derecognized is the difference between the net sales proceeds and the carrying amount of the relevant asset.
Intangible assets
The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with finite lives are subsequently amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at each financial year end.
An intangible asset is derecognized upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal. Any gain or loss arising upon derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statement of loss and other comprehensive income/(loss).
Development costs
The Group undertakes research and development activities and incurs corresponding expenditures with a view to improving its existing platforms. Expenditures on research activities, undertaken with the prospect of gaining new technical knowledge and understanding, is recognized in profit or loss as incurred.
Expenditures on development activities, whereby research findings are applied to a plan or a design for substantially enhanced platform, are capitalized if the enhanced platform are technically and commercially feasible, the Group intends to complete and has sufficient resources to complete development, future economic benefits are probable and the Group can reliably measure the expenditures attributable to the intangible asset during its development.
The expenditures capitalized includes contractor costs and direct labor costs. Capitalized development expenditures are stated at cost less any impairment losses and are amortized using the straight-line basis over three or five years, commencing from the date when the intangible asset is available for use. Other development costs that do not meet these criteria, as well as ongoing maintenance and costs associated with routine upgrades and enhancements are recognized as an expense as incurred. Subsequent expenditures on capitalized intangible assets are capitalized only when it increases the economic benefits embodied in the specific asset to which it relates. All other expenditures are expensed when incurred.
Subsequent to initial recognition, intangible assets are reported at cost less accumulated amortization and accumulated impairment losses (if any), on the same basis as intangible assets that are acquired separately.
When intangible assets under development are no longer useable or development is abandoned, they are written off to their recoverable amount of .
F-19
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 2.4 | MATERIAL ACCOUNTING POLICY INFORMATION (continued) |
Leases
The Group assesses at contract inception whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
The Group as a lessee
| (a) | Right-of-use assets |
Right-of-use assets are recognized at the commencement date of the lease (that is the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and any impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the lease terms.
| (b) | Lease liabilities |
Lease liabilities are recognized at the commencement date of the lease at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term.
| (c) | Short-term leases |
The Group applies the short-term lease recognition exemption to its short-term leases (that is those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). Lease payments on short-term leases are recognized as an expense on a straight-line basis over the lease term.
Investments and other financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortized cost or fair value through other comprehensive income.
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Group’s business model for managing them. With the exception of accounts receivable that do not contain a significant financing component or for which the Group has applied the practical expedient of not adjusting the effect of a significant financing component, the Group initially measures a financial asset at its fair value, plus in the case of a financial asset not at fair value through profit or loss, transaction costs. Accounts receivable that does not contain a significant financing component or for which the Group has applied the practical expedient are measured at the transaction price determined under IFRS 15 in accordance with the policies set out for “Revenue recognition” below.
In order for a financial asset to be classified and measured at amortized cost or fair value through other comprehensive income, it needs to give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding.
The Group’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Financial assets classified and measured at amortized cost are held within a business model with the objective to hold financial assets in order to collect contractual cash flows, while financial assets classified and measured at fair value through other comprehensive income are held within a business model with the objective of both holding to collect contractual cash flows and selling.
Purchases or sales of financial assets that require delivery of assets within the period generally established by regulation or convention in the marketplace are recognized on the trade date, that is, the date that the Group commits to purchase or sell the asset.
F-20
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 2.4 | MATERIAL ACCOUNTING POLICY INFORMATION (continued) |
Investments and other financial assets (continued)
Subsequent measurement
Financial assets at amortized cost (debt instruments)
Financial assets at amortized cost are subsequently measured using the effective interest method and are subject to impairment. Gains and losses are recognized in profit or loss when the asset is derecognized, modified or impaired.
Financial assets designated at fair value through other comprehensive income (equity investments)
Upon initial recognition, the Group can elect to classify irrevocably its equity investment as equity investments designated at fair value through other comprehensive income when they meet the definition of equity under IAS 32 Financial Instruments: Presentation and are not held for trading. The classification is determined on an instrument-by-instrument basis.
Gains and losses on these financial assets are never recycled to the statement of profit or loss. Dividends are recognized as other income in the statement of profit or loss when the right of payment has been established, except when the Group benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case, such gains are recorded in other comprehensive income. Equity investments designated at fair value through other comprehensive income are not subject to impairment assessment.
Derecognition of financial assets
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognized (i.e., removed from the Group’s consolidated statement of financial position) when:
| ● | the rights to receive cash flows from the asset have expired; or |
| ● | the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a “pass-through” arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. |
Impairment of financial assets
The Group recognizes an allowance for expected credit losses (“ECLs”) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
General approach
ECLs are recognized in three stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12 months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
At each reporting date, the Group assesses whether the credit risk on a financial instrument has increased significantly since initial recognition. When making the assessment, the Group compares the risk of a default occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial instrument as at the date of initial recognition and considers reasonable and supportable information that is available without undue cost or effort, including historical and forward-looking information. The Group considers that there has been a significant increase in credit risk when contractual payments are more than 30 days past due.
F-21
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 2.4 | MATERIAL ACCOUNTING POLICY INFORMATION (continued) |
Impairment of financial assets (continued)
General approach (continued)
The Group considers a financial asset to be in default when contractual payments are 90 days past due unless the Group has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate. However, in certain cases, the Group may also consider a financial asset to be in default when to be internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.
Financial assets at amortized cost are subject to impairment under the general approach and they are classified within the following stages for measurement of ECLs except for accounts receivable and contract assets which apply the simplified approach as detailed below.
| Stage 1 – | Financial instruments for which credit risk has not increased significantly since initial recognition and for which the loss allowance is measured at an amount equal to 12-month ECLs | |
| Stage 2 – | Financial instruments for which credit risk has increased significantly since initial recognition but that are not credit-impaired financial assets and for which the loss allowance is measured at an amount equal to lifetime ECLs | |
| Stage 3 – | Financial assets that are credit-impaired at the reporting date (but that are not purchased or originated credit-impaired) and for which the loss allowance is measured at an amount equal to lifetime ECLs |
Simplified approach
For accounts receivable and contract assets that do not contain a significant financing component, the Group applies the simplified approach in calculating ECLs. Under the simplified approach, the Group does not track changes in credit risk, but instead recognizes a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.
Financial liabilities
Initial recognition and measurement
Financial liabilities of the Group are classified, at initial recognition, as financial liabilities at fair value through profit or loss, or amortised cost, as appropriate.
All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.
F-22
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 2.4 | MATERIAL ACCOUNTING POLICY INFORMATION (continued) |
Financial liabilities (continued)
Subsequent measurement
The subsequent measurement of financial liabilities depends on their classification as follows:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.
Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Group that are not designated as hedging instruments in hedge relationships as defined by IFRS 9. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Gains or losses on liabilities held for trading are recognized in profit or loss. The net fair value gain or loss recognized in profit or loss does not include any interest charged on these financial liabilities.
Financial liabilities designated upon initial recognition as at fair value through profit or loss are designated at the initial date of recognition, and only if the criteria in IFRS 9 are satisfied. Gains or losses on liabilities designated at fair value through profit or loss are recognized in the profit or loss, except for the gains or losses arising from the Group’s own credit risk which are presented in other comprehensive income/(loss) with no subsequent reclassification to profit or loss. The net fair value gain or loss recognized in the profit or loss does not include any interest charged on these financial liabilities.
Financial liabilities at amortized cost (accounts and other payable, and loans and borrowings)
After initial recognition, accounts and other payable, and interest-bearing loans and borrowings are subsequently measured at amortized cost, using the effective interest rate method unless the effect of discounting would be immaterial, in which case they are stated at cost. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the effective interest rate amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. The effective interest rate amortization is included in profit or loss.
Derecognition of financial liabilities
A financial liability is derecognized when the obligation under the liability is discharged or cancelled, or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and a recognition of a new liability, and the difference between the respective carrying amounts is recognized in profit or loss.
Warrant liabilities
Bridgetown Warrants which were exchanged for warrants of the Company are liability-classified. They are initially recognized at fair value on the date of exchange and are subsequently carried at fair value. Changes in fair value are recognized in the consolidated statements of loss and other comprehensive income/(loss) as “Other income/(expense)”.
Where the terms of a financial liability are renegotiated and the entity issues equity instruments to a creditor to extinguish all or part of the liability (debt for equity swap), a gain or loss is recognized in profit or loss, which is measured as the difference between the carrying amount of the financial liability and the fair value of the equity instruments issued.
F-23
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 2.4 | MATERIAL ACCOUNTING POLICY INFORMATION (continued) |
Warrant reserve
Before the Capital Reorganization, CGCL Warrants were derivatives classified as liabilities and initially recognized at fair value, and were subsequently remeasured until the date the CGCL Warrants were exchanged for the Company’s warrants. As the Company’s warrants will be settled by exchanging a fixed amount of cash for a fixed number of the Company’s equity instruments, these warrants are classified as equity after the Capital Reorganization. Incremental costs directly attributable to the issuance of new warrants are deducted against the warrant reserve account. Expired warrants are reclassified from warrant reserve to accumulated losses under equity.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits, and short term highly liquid investments that are readily convertible into known amounts of cash, are subject to an insignificant risk of changes in value, and have a maturity of within three months when acquired, less bank overdrafts which are repayable on demand and form an integral part of the Group’s cash management.
Provisions
A provision is recognized when a present obligation (legal or constructive) has arisen as a result of a past event and it is probable that a future outflow of resources will be required to settle the obligation, provided that a reliable estimate can be made of the amount of the obligation.
When the effect of discounting is material, the amount recognized for a provision is the present value at the end of the reporting period of the future expenditures expected to be required to settle the obligation. The increase in the discounted present value amount arising from the passage of time is included in profit or loss.
Income tax
Income tax comprises current and deferred tax. Income tax relating to items recognized outside profit or loss is recognized either in other comprehensive income/(loss) or directly in equity.
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period, taking into consideration interpretations and practices prevailing in the countries in which the Group operates.
Deferred tax is provided, using the liability method, on all temporary differences at the end of the reporting period between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognized for all taxable temporary differences, except:
| ● | when the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences; and |
| ● | in respect of taxable temporary differences associated with investments in subsidiaries when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. |
Deferred tax assets are recognized for all deductible temporary differences, and the carryforward of unused tax credits and any unused tax losses. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, the carryforward of unused tax credits and unused tax losses can be utilized, except:
| ● | when the deferred tax asset relating to the deductible temporary differences arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences; and |
| ● | in respect of deductible temporary differences associated with investments in subsidiaries, deferred tax assets are only recognized to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized. |
F-24
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 2.4 | MATERIAL ACCOUNTING POLICY INFORMATION (continued) |
Income tax (continued)
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at the end of each reporting period and are recognized to the extent that it has become probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax assets and deferred tax liabilities are offset if and only if the Group has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on the same taxable entity.
Revenue recognition
Revenue from contracts with customers
Revenue from contracts with customers is recognized when control of goods or services is transferred to the customers at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. The amount is determined after deducting cash discounts and rebates and any amounts collected on behalf of third parties, including sales taxes and indirect taxes.
When the consideration in a contract includes a variable amount, the amount of consideration is estimated to which the Group will be entitled in exchange for transferring the goods or services to the customer. The variable consideration is estimated at contract inception and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognized will not occur when the associated uncertainty with the variable consideration is subsequently resolved.
| (a) | Internet leads generation and marketing service income |
The Group generates fees from financial institution customers for its integrated marketing services which generate leads for the financial institutions from users comparing credit cards, personal loans, mortgages, medical insurance, travel insurance, car insurance and other financial products through the Group’s comparison platforms. Revenue is recognized over time as the services are provided to the financial institution. Users are considered to be the financial institution’s customers and cash incentives provided to the users are accounted for as consideration payable to the customers and recorded as a reduction of revenue at the later of: (i) when revenue is recognized or (ii) when the Group pays or promises to pay the consideration.
Reward fulfilment costs such as gifts, third-party vouchers and gift cards provided to the users are recorded as cost of revenue.
F-25
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 2.4 | MATERIAL ACCOUNTING POLICY INFORMATION (continued) |
Revenue recognition (continued)
Revenue from contracts with customers (continued)
| (b) | Insurance commission income |
The Group provides insurance brokerage services from which it earns commission income from insurance companies. Insurance commission income is recognized at a point in time when the related insurance policy is issued by the insurance company to the policyholder. Discounts provided to the users are accounted for as consideration payable to the customers and recorded as a reduction of revenue at the later of: (i) when revenue is recognized or (ii) when the Group pays or promises to pay the consideration.
| (c) | Marketing income |
The Group provides marketing services from which it earns service income. Marketing income is recognized over time because the customer simultaneously receives and consumes the benefits provided by the Group.
| (d) | Events income |
The Group provides sponsorship and related services associated with exhibition and conference events. Events income is recognized over time when the event takes place.
Other income
Interest income is recognized on an accrual basis using the effective interest method by applying the rate that exactly discounts the estimated future cash receipts over the expected life of the financial instrument or a shorter period, when appropriate, to the net carrying amount of the financial asset.
Contract assets
If the Group performs by transferring goods or services to a customer before being unconditionally entitled to the consideration under the contact terms, a contract asset is recognized for the earned consideration that is conditional. Contract assets are subject to impairment assessment, details of which are included in the accounting policies for impairment of financial assets. They are reclassified to accounts receivable when the right to the consideration becomes unconditional.
Contract liabilities
A contract liability is recognized when a payment is received or a payment is due (whichever is earlier) from a customer before the Group transfers the related goods or services. If a customer pays the consideration before the Group transfers goods or services to the customer, a contract liability is recognized when the payment is made, or the payment is due (whichever is earlier). Contract liabilities are recognized as revenue when the Group performs under the contract (i.e., transfers control of the related goods or services to the customer).
F-26
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 2.4 | MATERIAL ACCOUNTING POLICY INFORMATION (continued) |
Employee benefits
The Company operates certain share-based payment arrangements for the purpose of providing incentives and rewards to eligible participants who contribute to the success of the Group’s operations.
Equity-settled transactions
Certain employees of the Group receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (“equity-settled transactions”). The cost of equity-settled transactions with employees is measured by reference to the fair value of the equity instruments of the Company at the date at which they are granted. The fair value is determined using a binomial model, further details of which are given in note 24 to the financial statements.
The cost of equity-settled transactions is recognized in employee benefit expense, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled. The cumulative expense recognized for equity-settled transactions at the end of each reporting period until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest. The charge or credit to profit or loss for a period represents the movement in the cumulative expense recognized as at the beginning and end of that period.
Market performance conditions are taken into account when determining the grant date fair value of awards. Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of equity instruments that will ultimately vest. For awards that do not ultimately vest because non-market performance and/or service conditions have not been met, no expense is recognized.
Where the terms of an equity-settled award are modified, at a minimum, an expense is recognized as if the terms had not been modified, if the original terms of the award are met. In addition, an expense is recognized for any modification that increases the total fair value of the share-based payments or is otherwise beneficial to the employee as measured at the date of modification.
When share options are exercised, the amount previously recognised in stock compensation reserve will be transferred to share premium. When the share options are forfeited after the vesting date or are still not exercised at the expiry date, the amount previously recognised in share-based payments reserve will continue to be held in stock compensation reserve.
F-27
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 2.4 | MATERIAL ACCOUNTING POLICY INFORMATION (continued) |
Employee benefits (continued)
Pension schemes
The Group operates certain defined contribution schemes (the “Pension Schemes”) under the laws/requirements of respective jurisdictions for those employees who are eligible to participate in the Pension Schemes. Contributions are made generally based on a percentage of the employees’ basic salaries and are charged to profit or loss as they become payable in accordance with the rules of the Pension Schemes. The assets of the Pension Schemes are held separately from those of the Group in respective independently administered funds. The Group’s employer contributions vest fully with the employees when contributed into the Pension Schemes.
Defined benefit schemes
Employees in certain jurisdictions are eligible for long service payments in the event their employment is terminated. These payments are typically determined as a percentage of current salary based on the number of years of employment. The cost of providing benefits under these provisions is determined using the projected unit credit actuarial valuation method.
Defined benefit costs comprise the following:
| - | Service cost |
| - | Net interest on the net defined benefit liability; and |
| - | Re-measurements of the net defined benefit liability |
Service costs which include current service costs, past service costs and gains or losses on non-routine settlements are recognized as expense in profit or loss. Past service costs are recognized when plan amendment or curtailment occurs.
Net interest on the net defined benefit liability is the change during the period in the net defined benefit liability that arises from the passage of time, which is determined by applying the discount rate to the net defined benefit liability. Net interest on the net defined liability is recognized as expense or income in profit or loss.
Remeasurement of the net defined benefit liability comprise actuarial gains and losses are recognized immediately in other comprehensive income/(loss) in the period in which they arise. Remeasurements are recognized in accumulated losses within equity and are not reclassified to profit or loss in subsequent periods.
Foreign currencies
These financial statements are presented in US$, which is the Company’s functional currency. Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. Foreign currency transactions recorded by the entities in the Group are initially recorded using their respective functional currency rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency rates of exchange ruling at the end of the reporting period. Differences arising on settlement or translation of monetary items are recognized in profit or loss.
F-28
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 2.4 | MATERIAL ACCOUNTING POLICY INFORMATION (continued) |
Foreign currencies (continued)
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was measured. The gain or loss arising on translation of a non-monetary item measured at fair value is treated in line with the recognition of the gain or loss on change in fair value of the item (i.e. translation difference on the item whose fair value gain or loss is recognized in other comprehensive income/(loss) or profit or loss is also recognized in other comprehensive income/(loss) or profit or loss, respectively).
The functional currencies of certain overseas subsidiaries are currencies other than the US$. As at the end of the reporting period, the assets and liabilities of these entities are translated into US$ at the exchange rates prevailing at the end of the reporting period and their profit or loss are translated into US$ at the exchange rates that approximate to those prevailing at the dates of the transactions.
The resulting exchange differences are recognized in other comprehensive income/(loss) and accumulated in the exchange fluctuation reserve. On disposal of a foreign operation, the cumulative amount in the reserve relating to that particular foreign operation is recognized in profit or loss.
For the purpose of the consolidated statement of cash flows, the cash flows of overseas subsidiaries are translated into US$ at the exchange rates ruling at the dates of the cash flows. Frequently recurring cash flows of overseas subsidiaries which arise throughout the year are translated into US$ at the average exchange rates for the year.
Government grants
Government grants are recognized at their fair value where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to an expense item, it is recognized as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed.
Inventories
Inventories are stated at the lower of cost and net realisable value. Costs of inventories are determined on a first in, first-out method. Net realisable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale. Costs necessary to make the sale include incremental costs directly attributable to the sale and non-incremental costs which the Group must incur to make the sale.
F-29
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 3. | SIGNIFICANT ACCOUNTING ESTIMATES |
The preparation of the Group’s financial statements requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and their accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amounts of the assets or liabilities affected in the future.
Estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below.
Impairment of non-financial assets
The Group assesses whether there are any indicators of impairment for all non-financial assets at the end of each reporting period. Non-financial assets with finite useful lives are tested for impairment when there are indicators that the carrying amounts may not be recoverable. An impairment exists when the carrying value of an asset or a cash-generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The calculation of the fair value less costs of disposal is based on available data from binding sales transactions in an arm’s length transaction of similar assets or observable market prices less incremental costs for disposing of the asset. When value in use calculations are undertaken, management must estimate the expected future cash flows from the asset or cash-generating unit and choose a suitable discount rate in order to calculate the present value of those cash flows. The calculations of value in use for an asset or cash-generating unit are most sensitive to the following assumptions: forecasted revenues, cost of revenue, operating expenses and discount rate.
Fair value of financial instruments of unlisted equity investment
The non-current financial asset represents an unlisted equity investment has been valued based on a market-based valuation technique as detailed in note 31 to the financial statements. The valuation requires the Group to determine the comparable public companies (peers) and select the price multiple. In addition, the Group makes estimates about the discount for illiquidity. The Group classifies the fair value of these investments as Level 3. Further details are included in note 31 to the financial statements.
Equity-settled share-based payment transactions
The Group measures the cost of equity-settled share-based payments with employees by reference to the fair value of the Company’s shares at the date at which they are granted. Judgement is required in determining the most appropriate valuation model for the equity-settled share-based payments, depending on the terms and conditions of the transactions. Management is also required to use judgement in determining the most appropriate inputs to the valuation model. The assumptions and model used are disclosed in note 25 to the financial statements. In addition, management is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. In estimating the Group’s forfeiture rate, management analyzed its historical forfeiture rate and the remaining lives of unvested options.
Revenue from internet leads generation and marketing service income – Estimating variable consideration
Variable consideration is recognized based on management’s best estimate of the user applications for products and/or services resulting from leads provided to financial institution customers through the Group’s platforms (i.e. estimated approval rates) prior to the actual approval of the applications by the financial institution customers. Management considers the historical application approval experience in making its estimates. Any variances between the accrued revenue and actual amounts billed are subsequently adjusted upon the confirmation of the amount with the financial institution customers.
F-30
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 4. | OPERATING SEGMENT INFORMATION |
The Company operates an online financial comparison platform across multiple geographic markets, with each market considered an operating and reportable segment. Each segment functions within a distinct regulatory, political, and economic environment, and its financial performance is influenced by local market dynamics and strategic initiatives. The segments are also at different stages of development, with Hong Kong and Singapore being the most mature.
Following the cessation of consumer-facing operations in Malaysia and
Other Asia in prior years, the Company has
Management monitors the results of the Group’s operating segments separately for the purpose of assessing performance and making decisions about resource allocations. Segment performance is evaluated based on reportable segment results which is a measure of operating profit/(loss) before tax.
Note: Included in the segment profit (loss) are allocated cost and expenses such as cost of revenue, advertising and market expenses and other segment costs and expenses.
| Hong Kong | Singapore | Philippines | Taiwan | Total | ||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | ||||||||||||||||
| Year ended December 31, 2025 | ||||||||||||||||||||
| Segment revenue | ||||||||||||||||||||
| Sales to external customers | ||||||||||||||||||||
| Segment profit/(loss) (Note) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Reconciliation: | ||||||||||||||||||||
| Interest income | ||||||||||||||||||||
| Finance costs | ( | ) | ||||||||||||||||||
| Depreciation and amortization | ( | ) | ||||||||||||||||||
| Written off of intangible assets | ( | ) | ||||||||||||||||||
| Equity-settled share-based payment expense | ( | ) | ||||||||||||||||||
| Changes in fair value of financial instruments | ||||||||||||||||||||
| Unrealized foreign exchange differences, net | ||||||||||||||||||||
| Technology costs – other corporate | ( | ) | ||||||||||||||||||
| Investor relations costs – other corporate | ( | ) | ||||||||||||||||||
| Legal and professional fees – other corporate | ( | ) | ||||||||||||||||||
| Other corporate costs | ( | ) | ||||||||||||||||||
| Loss before tax | ( | ) | ||||||||||||||||||
F-31
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 4. | OPERATING SEGMENT INFORMATION (continued) |
| Hong Kong | Singapore | Philippines | Taiwan | Malaysia | Other Asia | Unallocated | Total | |||||||||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | |||||||||||||||||||||||||
| Year ended December 31, 2024 | ||||||||||||||||||||||||||||||||
| Segment revenue | ||||||||||||||||||||||||||||||||
| Sales to external customers | ||||||||||||||||||||||||||||||||
| Segment loss | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Reconciliation: | ||||||||||||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||||||||||
| Gain on disposal of assets in Malaysian operations | ||||||||||||||||||||||||||||||||
| Finance costs | ( | ) | ||||||||||||||||||||||||||||||
| Depreciation and amortization | ( | ) | ||||||||||||||||||||||||||||||
| Impairment of intangible assets | ( | ) | ||||||||||||||||||||||||||||||
| Equity-settled share-based payment expense | ( | ) | ||||||||||||||||||||||||||||||
| Changes in fair value of financial instruments | ||||||||||||||||||||||||||||||||
| Unrealized foreign exchange differences, net | ( | ) | ||||||||||||||||||||||||||||||
| Loss before tax | ( | ) | ||||||||||||||||||||||||||||||
F-32
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 4. | OPERATING SEGMENT INFORMATION (continued) |
| Hong Kong | Singapore | Philippines | Taiwan | Malaysia | Other Asia | Unallocated | Total | |||||||||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | |||||||||||||||||||||||||
| Year ended December 31, 2023 | ||||||||||||||||||||||||||||||||
| Segment revenue | ||||||||||||||||||||||||||||||||
| Sales to external customers | ||||||||||||||||||||||||||||||||
| Segment profit/(loss) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Reconciliation: | ||||||||||||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||||||||||
| Finance costs | ( | ) | ||||||||||||||||||||||||||||||
| Depreciation and amortization | ( | ) | ||||||||||||||||||||||||||||||
| Impairment of intangible assets | ( | ) | ||||||||||||||||||||||||||||||
| Equity-settled share-based payment expense | ( | ) | ||||||||||||||||||||||||||||||
| Other long-term employee benefits expense | ( | ) | ||||||||||||||||||||||||||||||
| Changes in fair value of financial instruments | ( | ) | ||||||||||||||||||||||||||||||
| Share-based payment on listing | ( | ) | ||||||||||||||||||||||||||||||
| Transaction expenses | ( | ) | ||||||||||||||||||||||||||||||
| Other equity-settled transactions | ( | ) | ||||||||||||||||||||||||||||||
| Unrealized foreign exchange differences, net | ||||||||||||||||||||||||||||||||
| Loss before tax | ( | ) | ||||||||||||||||||||||||||||||
F-33
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 4. | OPERATING SEGMENT INFORMATION (continued) |
Geographical information
Information about the Group’s non-current assets is presented based on the geographical location of the assets and excludes financial instruments.
| 2025 | 2024 | |||||||
| US$ | US$ | |||||||
| Hong Kong | ||||||||
| Singapore | ||||||||
| Philippines | ||||||||
| Taiwan | ||||||||
| Malaysia | ||||||||
| Total non-current assets | ||||||||
A measure of segment assets and liabilities for each reportable segment is not disclosed as such amounts are not regularly provided to the Chief Operating Decision Maker (“CODM”), comprising the executive directors of the Group.
Entity-wide disclosures on revenues information by geographical markets, by vertical, and information about major customers are included in note 5.
| 5. | REVENUE AND OTHER INCOME |
An analysis of revenue is as follows:
| 2025 | 2024 | 2023 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Revenue from contracts with customers | ||||||||||||
| Internet leads generation and marketing service income | ||||||||||||
| Insurance commission income | ||||||||||||
| Marketing income | ||||||||||||
| Events income | ||||||||||||
The Group’s Internet leads generation and marketing service income
and Insurance commission income are reported net of cash discounts and rebates. Cash discounts and rebates were US$
F-34
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 5. | REVENUE AND OTHER INCOME (continued) |
| (i) |
| 2025 | 2024 | 2023 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Geographical markets | ||||||||||||
| Hong Kong | ||||||||||||
| Singapore | ||||||||||||
| Philippines | ||||||||||||
| Taiwan | ||||||||||||
| Malaysia | ||||||||||||
| Other Asia | ||||||||||||
| Total revenue from contracts with customers | ||||||||||||
| Timing of revenue recognition | ||||||||||||
| At a point in time | ||||||||||||
| Over time | ||||||||||||
| Total revenue from contracts with customers | ||||||||||||
| By vertical | ||||||||||||
| Credit cards | ||||||||||||
| Personal loans and mortgages | ||||||||||||
| Wealth | ||||||||||||
| Insurance | ||||||||||||
| Other verticals | ||||||||||||
| Total revenue from contracts with customers | ||||||||||||
Revenue recognized in the current
reporting period that was included in contract liabilities at the beginning of the reporting period amounted to US$
| (ii) | Information about major customers |
Revenue from customers, which individually contributed over 10% of the total revenue of the Group during the year is as follows:
| 2025 | 2024 | 2023 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Customer A | ||||||||||||
| Customer B | ||||||||||||
| Customer C | ||||||||||||
| Customer D | ||||||||||||
| * |
F-35
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 5. | REVENUE AND OTHER INCOME (continued) |
| (iii) | Performance obligations |
Information about the Group’s performance obligations is summarized below:
Internet leads generation and marketing service income
The integrated marketing services performance obligation is generally satisfied over time as the services are mainly provided to the financial institution customers and payment is generally due within one to three months.
Insurance commission income
The performance obligation is satisfied when the related insurance policy is issued to the policyholder. The Group generally withholds the commission that it is entitled when collecting the premium from the policyholder and remits the remaining premium to the insurance companies.
Marketing income
The performance obligation for marketing income is generally satisfied over time as services are rendered and payment is generally due within one to three months.
Events income
The performance obligation for events income is generally satisfied over time when the event takes place and payment is generally received in advance of the event date and recorded as contract liabilities.
An analysis of other income is as follows:
| 2025 | 2024 | 2023 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Bank interest income | ||||||||||||
| Interest income on refundable rental deposit | ||||||||||||
| Government grants | ||||||||||||
| Gain on disposal of assets in Malaysian operations* | ||||||||||||
| Gain on disposal of items of property and equipment, net | ||||||||||||
| Others | ||||||||||||
| * |
F-36
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 6. | LOSS BEFORE TAX |
The Group’s loss before tax is arrived at after charging/(crediting):
| Notes | 2025 | 2024 | 2023 | |||||||||||
| US$ | US$ | US$ | ||||||||||||
| Amortization of development costs | 11 | |||||||||||||
| Depreciation of property and equipment (included in general, administrative and other operating expenses**) | 12 | |||||||||||||
| Depreciation of right-of-use assets (included in general, administrative and other operating expenses**) | 13(a) | |||||||||||||
| Employee benefit expense: | ||||||||||||||
| Salaries, allowances and other benefits | ||||||||||||||
| Equity-settled share-based payment expense | ||||||||||||||
| Other long-term employee benefits expense/(credit) | ||||||||||||||
| Pension scheme contributions (defined contribution scheme) | ||||||||||||||
| Retirement benefits expense | ||||||||||||||
| Less: | ||||||||||||||
| Amount capitalized | ( | ) | ( | ) | ( | ) | ||||||||
| Government grant recognized* | ( | ) | ( | ) | ( | ) | ||||||||
| Lease payments not included in measurement of lease liabilities (included in general, administrative and other operating expenses) | 13(c) | |||||||||||||
| Provision for expected credit losses | 14 | |||||||||||||
| Written off/Impairment of intangible assets | 11 | |||||||||||||
| Changes in fair value of other derivative financial instruments (included in changes in fair value of financial instruments) | 19 | |||||||||||||
| Changes in fair value of warrant liabilities (included in changes in fair value of financial instruments) | 20 | ( | ) | ( | ) | |||||||||
| Other equity-settled transactions (included in general, administrative and other operating expenses) | 24 | |||||||||||||
| Gain on disposal of items of property and equipment, net (included in other income) | ( | ) | ( | ) | ( | ) | ||||||||
| Gain on disposal of assets in Malaysian operations (included in other income/expenses) | ( | ) | ||||||||||||
| Reversal of provision for expected credit losses | ( | ) | ||||||||||||
| Foreign exchange differences, net | ( | ) | ( | ) | ||||||||||
| * |
| ** |
F-37
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 7. | FINANCE COSTS |
An analysis of finance costs is as follows:
| Notes | 2025 | 2024 | 2023 | |||||||||||
| US$ | US$ | US$ | ||||||||||||
| Finance costs on loan notes | ||||||||||||||
| Finance costs on lease liabilities | 13(c) | |||||||||||||
| Increase in discounted amounts of provisions arising from the passage of time | 21 | |||||||||||||
| 8. | KEY MANAGEMENT PERSONNEL COMPENSATION |
The compensation to key management personnel of the Group is as follows:
| 2025 | 2024 | 2023 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Salaries, allowances and other benefits | ||||||||||||
| Equity-settled share-based payment expense | ||||||||||||
| Reversal of other long-term employee benefits | ( | ) | ||||||||||
| Pension scheme contributions | ||||||||||||
| 9. | INCOME TAX |
The applicable corporate income tax
rates for Hong Kong, Singapore, Taiwan and Malaysia subsidiaries are
| 2025 | 2024 | 2023 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Current | ||||||||||||
| Deferred (note 22) | ( | ) | ( | ) | ||||||||
| Income tax expense for the year | ||||||||||||
F-38
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 9. | INCOME TAX (continued) |
A reconciliation of the tax expense applicable to loss before tax at the statutory tax rate for the countries/jurisdictions in which the Group’s operations are domiciled to the tax expense at the Group’s effective tax rate is as follows:
| 2025 | 2024 | 2023 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Loss before tax | ( | ) | ( | ) | ( | ) | ||||||
| Tax credit at the domestic rates applicable to losses in the countries/jurisdictions where the Group operates | ( | ) | ( | ) | ( | ) | ||||||
| Income not subject to tax | ( | ) | ( | ) | ( | ) | ||||||
| Expenses not deductible for tax | ||||||||||||
| Tax losses and deductible temporary differences not recognized | ||||||||||||
| Tax losses and deductible temporary differences utilized from previous periods | ( | ) | ( | ) | ( | ) | ||||||
| Others | ||||||||||||
| Income tax expense | ||||||||||||
At the end of the reporting period,
the Group had unused tax losses of US$
At the end of the reporting period,
no deferred tax has been recognized for withholding taxes of the Group’s subsidiaries established in certain jurisdictions with
relevant tax laws and regulations. In the opinion of the management, it is not probable that these subsidiaries will distribute such earnings
in the foreseeable future. The aggregate amount of taxable temporary differences associated with investments in subsidiaries in these
jurisdictions amounted to US$
Pillar Two legislation has been enacted
or substantively enacted in certain jurisdictions in which the Group operates. However, this legislation does not apply to the Group as
its consolidated revenue is lower than Euro
| 10. | NON-CURRENT FINANCIAL ASSET |
During the year ended December 31, 2024, the Group
disposed certain assets in Malaysia to a third party including the brand, its website, domain names, select user data, and certain intellectual
property right in exchange for preference shares in the parent company of the buyer. At initial recognition, the Group made an irrevocable
election to present subsequent changes in the fair value of the equity instrument in other comprehensive income as the Group is holding
this investment for strategic purposes.
| 2025 | 2024 | |||||||
| US$ | US$ | |||||||
| Equity investments designated at fair value through other comprehensive income | ||||||||
| Unlisted equity investment, at fair value | ||||||||
| Total | ||||||||
F-39
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 10. | NON-CURRENT FINANCIAL ASSET (continued) |
The reconciliation of non-current financial asset movement is as follow:
| US$ | ||||
| At January 1, 2024, | ||||
| Addition | ||||
| At December 31, 2024 and January 1, 2025 | ||||
| Unrealized changes in fair value | ( | ) | ||
| At December 31, 2025 | ||||
| 11. | INTANGIBLE ASSETS |
| Development | ||||
| costs | ||||
| US$ | ||||
| Cost | ||||
| At January 1, 2024 | ||||
| Additions | ||||
| Exchange realignment | ( | ) | ||
| At December 31, 2024 and January 1, 2025 | ||||
| Additions | ||||
| Write off | ( | ) | ||
| Exchange realignment | ||||
| At December 31, 2025 | ||||
| Accumulated amortization and impairment | ||||
| At January 1, 2024 | ||||
| Amortization provided during the year | ||||
| Impairment provided during the year | ||||
| Exchange realignment | ( | ) | ||
| At December 31, 2024 and January 1, 2025 | ||||
| Amortization provided during the year | ||||
| Write off | ( | ) | ||
| Exchange realignment | ||||
| At December 31, 2025 | ||||
| Net carrying amount | ||||
| At December 31, 2025 | ||||
| At December 31, 2024 | ||||
During the year ended December 31, 2025, a written
off of intangible assets with net book value of US$
As at December 31, 2024, due to the uncertainty
in the global economic outlook and the net assets of the Company being more than its market capitalization, the Group performed an impairment
test for the cash generating unit (“CGU”) containing the intangible assets. The recoverable amount of the CGU that included
the intangible assets was determined based on a value in use calculation using cash flow projections based on financial budgets approved
by senior management covering a
Based on the impairment test, the carrying amount
of the intangible assets was impaired by US$
During the year ended December 31, 2023, an impairment
loss of US$
F-40
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 12. | PROPERTY AND EQUIPMENT |
| Furniture, | ||||||||||||||||
| fixtures | ||||||||||||||||
| Leasehold | and office | Computer | ||||||||||||||
| improvements | equipment | equipment | Total | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| Cost | ||||||||||||||||
| At January 1, 2024 | ||||||||||||||||
| Additions | ||||||||||||||||
| Disposals/write-off | ( | ) | ( | ) | ||||||||||||
| Exchange realignment | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| At December 31, 2024 and January 1, 2025 | ||||||||||||||||
| Additions | ||||||||||||||||
| Disposals/write-off | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Exchange realignment | ||||||||||||||||
| At December 31, 2025 | ||||||||||||||||
| Accumulated depreciation | ||||||||||||||||
| At January 1, 2024 | ||||||||||||||||
| Provided for the year | ||||||||||||||||
| Disposals/write-off | ( | ) | ( | ) | ||||||||||||
| Exchange realignment | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| At December 31, 2024 and January 1, 2025 | ||||||||||||||||
| Provided for the year | ||||||||||||||||
| Disposals/write-off | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Exchange realignment | ||||||||||||||||
| At December 31, 2025 | ||||||||||||||||
| Net carrying amount | ||||||||||||||||
| At December 31, 2025 | ||||||||||||||||
| At December 31, 2024 | ||||||||||||||||
F-41
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 13. | LEASES |
The Group as a lessee
The Group has lease contracts for offices
premises and office equipment used in its operations. Leases of offices premises generally have lease periods of
| (a) | Right-of-use assets |
The carrying amount of the Group’s right-of-use assets and the movements during the year are as follows:
| Office | Office | |||||||||||
| premises | equipment | Total | ||||||||||
| US$ | US$ | US$ | ||||||||||
| At January 1, 2024 | ||||||||||||
| Remeasurement on lease modifications | ||||||||||||
| Depreciation charge | ( | ) | ( | ) | ( | ) | ||||||
| Exchange realignment | ( | ) | ( | ) | ||||||||
| At December 31, 2024 and January 1, 2025 | ||||||||||||
| New lease for the year | ||||||||||||
| Remeasurement on lease modifications | ||||||||||||
| Depreciation charge | ( | ) | ( | ) | ( | ) | ||||||
| Exchange realignment | ( | ) | ||||||||||
| At December 31, 2025 | ||||||||||||
| (b) | Lease liabilities |
The carrying amount of lease liabilities and the movements during the year are as follows:
| 2025 | 2024 | |||||||
| US$ | US$ | |||||||
| Carrying amount at January 1 | ||||||||
| New leases | ||||||||
| Remeasurement on lease modifications | ||||||||
| Accretion of interest recognized during the year | ||||||||
| Payments | ( | ) | ( | ) | ||||
| Exchange realignment | ( | ) | ||||||
| Carrying amount at December 31 | ||||||||
| Analyzed into: | ||||||||
| Current portion | ||||||||
| Non-current portion | ||||||||
The maturity analysis of lease liabilities is disclosed in note 30 to the financial statements.
F-42
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 13. | LEASES (continued) |
The Group as a lessee (continued)
| (c) |
| 2025 | 2024 | 2023 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Interest on lease liabilities | ||||||||||||
| Depreciation charge of right-of-use assets | ||||||||||||
| Expense relating to short-term leases | ||||||||||||
| Total amount recognized in profit or loss | ||||||||||||
| (d) | The Group also had non-cash additions/lease modifications as follow: |
| 2025 | 2024 | 2023 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Right-of-use assets | 909,182 | 884,288 | 553,823 | |||||||||
| Lease liabilities | 905,949 | 866,795 | 549,622 | |||||||||
| (e) |
| 2025 | 2024 | 2023 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Total cash outflow for leases | ||||||||||||
| 14. | ACCOUNTS RECEIVABLE |
| 2025 | 2024 | |||||||
| US$ | US$ | |||||||
| Accounts receivable | ||||||||
| Allowance for expected credit losses | ( | ) | ( | ) | ||||
| Net carrying amount | ||||||||
As at January 1, 2024, accounts receivables
from contracts with customers of the Group amounted to US$
The Group’s trading terms with its customers are mainly on credit. The credit period is generally one to three months. The Group seeks to maintain strict control over its outstanding receivables and overdue balances are reviewed regularly by management. The Group does not hold any collateral or other credit enhancements over its accounts receivable balances. Accounts receivable are non-interest-bearing.
F-43
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 14. | ACCOUNTS RECEIVABLE (continued) |
The movements in the allowance for expected credit losses are as follows:
| 2025 | 2024 | |||||||
| US$ | US$ | |||||||
| At January 1 | ||||||||
| Provision for expected credit losses | ||||||||
| Write off | ( | ) | ( | ) | ||||
| Exchange realignment | ( | ) | ( | ) | ||||
| At December 31 | ||||||||
An analysis is performed at each reporting date using a provision matrix to measure expected credit losses. The provision rates are based on days past due for customers with similar loss patterns by geographical region. The calculation reflects reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions. Generally, accounts receivable are written off if past due for more than two years and are not subject to enforcement activity.
As at December 31, 2025, accounts receivables
included an aggregate balance of US$
Set out below is the information about the credit risk exposure on the Group’s accounts receivable using a provision matrix:
| Expected | Gross | Expected | ||||||||||
| credit | carrying | credit | ||||||||||
| loss rate | amount | loss | ||||||||||
| % | US$ | US$ | ||||||||||
| As at December 31, 2025 | ||||||||||||
| Current to 6 months past due | % | |||||||||||
| 6 months to 12 months past due | % | |||||||||||
| Over 12 months past due | % | |||||||||||
| % | ||||||||||||
| As at December 31, 2024 | ||||||||||||
| Current to 6 months past due | % | |||||||||||
| 6 months to 12 months past due | % | |||||||||||
| Over 12 months past due | % | |||||||||||
| % | ||||||||||||
F-44
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 15. | CONTRACT ASSETS |
| December 31, | December 31, | January 1, | ||||||||||
| 2025 | 2024 | 2024 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Contract assets arising from: | ||||||||||||
| Internet leads generation and marketing service income | ||||||||||||
| Marketing and events income | ||||||||||||
Contract assets are mainly recognized for revenue earned from internet leads generation and marketing service income as the receipt of consideration is based on the billing process. Included in contract assets for internet leads generation and marketing service income are unbilled amounts of revenue. Upon completion of the billing of the revenue from contract customers, the amounts recognized as contract assets are reclassified to accounts receivable. The increase in contract assets in 2025 was mainly due to the increase in internet leads generation and marketing service income near the end of the year as compared with year ended December 31, 2024. The decrease in contract assets in 2024 was mainly due to the decrease in internet leads generation and marketing service income near the end of the year as compared with year ended December 31, 2023.
The expected timing of recovery or settlement for contract assets as at the end of the reporting period is within one year.
An impairment analysis is performed at each reporting date using a provision analysis to measure expected credit losses. The provision rates for the measurement of the expected credit losses of the contract assets are based on those of the accounts receivable as the contract assets and the accounts receivables are from the same customer bases. As at December 31, 2024 and 2023, the loss allowance was assessed by management to be minimal.
| 16. | PREPAYMENTS AND OTHER ASSETS |
| 2025 | 2024 | |||||||
| US$ | US$ | |||||||
| Prepayments and inventories (Note) | ||||||||
| Deposits and other receivables | ||||||||
| Portion classified as non-current | ( | ) | ( | ) | ||||
| Current portion | ||||||||
Note: As of December 31, 2025, included in prepayments and inventories
are inventories of US$
The financial assets included in the above balances relate to deposits and other receivables for which there was no recent history of default and past due amount. As at December 31, 2025 and 2024, the loss allowance was assessed to be minimal.
F-45
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 17. | CASH AND CASH EQUIVALENTS AND PLEDGED BANK DEPOSITS |
| 2025 | 2024 | |||||||
| US$ | US$ | |||||||
| Cash and bank balances | ||||||||
| Time deposits | ||||||||
| Less: Pledged bank deposits | ( | ) | ( | ) | ||||
| Cash and cash equivalents | ||||||||
Certain cash at banks earn interest at floating rates based on the respective short-term deposit rates. The bank balances and pledged deposits are deposited with creditworthy banks with no recent history of default.
The Group has pledged bank deposits mainly for corporate credit card and trading facilities.
At December 31, 2025, cash and cash
equivalents included bank deposits of US$
| 18. | ACCOUNTS AND OTHER PAYABLE |
Accounts payable are non-interest-bearing
and are normally settled on
Details of contract liabilities included in accounts and other payable are as follows:
| December 31, | December 31, | January 1, | ||||||||||
| 2025 | 2024 | 2024 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Contract liabilities arising from: | ||||||||||||
| Internet leads generation and marketing service income | ||||||||||||
| Marketing and events income | ||||||||||||
Contract liabilities include short-term advances received under the contractual arrangements with customers. The decrease in contract liabilities in 2025 and 2024 was mainly due to the decrease in prepayments received from customers in relation to the provision of internet leads generation and marketing services at the end of the year.
F-46
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 19. | INTEREST-BEARING BORROWINGS |
Loan notes
Pursuant to the loan note purchase
agreement date October 14, 2022 and the amendment to the agreement dated December 21, 2022, the Group issued loan notes of US$
The movements of financial liability and derivatives of the loan notes and derivatives issued during the year are as follows:
Loan notes – liability component
| 2023 | ||||
| US$ | ||||
| As at January 1 | ||||
| Issued during the year | ||||
| Finance costs | ||||
| Repayment during the year | ( | ) | ||
| As at December 31 | ||||
Freestanding derivative - option for additional subscription of loan notes
| 2023 | ||||
| US$ | ||||
| As at January 1 | ||||
| Change in fair value | ||||
| Exercised during the year | ( | ) | ||
| As at December 31 | ||||
F-47
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 20. | WARRANT LIABILITIES |
On October 14, 2022, the Group issued
On October 14, 2022 and December 21,
2022, the Group issued an aggregate of
The Company issued
Movements of the balance of warrant liabilities during the years ended December 31, 2025 and 2024 are as follows:
| Public | Sponsor | |||||||||||
| Warrants | Warrants | Total | ||||||||||
| US$ | US$ | US$ | ||||||||||
| At January 1, 2024 | ||||||||||||
| Change in fair value | ( | ) | ( | ) | ( | ) | ||||||
| At December 31, 2024 and January 1, 2025 | ||||||||||||
| Change in fair value | ( | ) | ( | ) | ( | ) | ||||||
| At December 31, 2025 | ||||||||||||
As at December 31, 2025, Public Warrants
and Sponsor Warrants with a total carrying amount of approximately US$
F-48
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 21. | PROVISIONS |
| 2025 | 2024 | |||||||
| US$ | US$ | |||||||
| Provision for reinstatement costs | ||||||||
| Provision for defined benefit obligations | ||||||||
| As at December 31 | ||||||||
| Provision for reinstatement costs | ||||||||
| As at January 1 | ||||||||
| Additional provision | ||||||||
| Reversal of provision | ( | ) | ( | ) | ||||
| Increase in discounted amounts arising from the passage of time | ||||||||
| Exchange realignment | ( | ) | ||||||
| As at December 31 | ||||||||
| Portion classified as current liabilities | ( | ) | ( | ) | ||||
| Non-current portion | ||||||||
The Group has certain leases of office properties with clauses of reinstatement of alteration at the end of these leases. The provision for the reinstatement costs of these office properties was estimated based on reinstatement quotes obtained by the Group.
Provision for defined benefit obligations
The Group made provisions for defined benefit obligations in respect of termination benefits and pursuant to applicable labor laws in corresponding jurisdictions. According to the law, employees are entitled to termination benefits upon dismissal or retirement.
The liability for termination of employment is measured using the projected unit credit method. The actuarial assumptions include expected salary increases and discount rates. The amounts are presented based on discounted expected future cash flows using a discount rate determined by reference to market yields at the reporting date on government bonds with a term that is consistent with the estimated term of the termination benefit obligation.
F-49
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 21. | PROVISIONS (continued) |
Provision for defined benefit obligations (continued)
The most recent actuarial valuations of the estimated liabilities for employee benefits were carried out by E. M. Zalamea Actuarial Services, Inc. for the Group’s subsidiaries in the Philippines using the projected unit credit actuarial valuation method for the years ended December 31, 2025 and 2024.
The principal actuarial assumptions used as at the end of the reporting period are as follows:
| 2025 | 2024 | |||||||
| Discount rate (%) | ||||||||
| Expected rate of salary increases (%) | ||||||||
A quantitative sensitivity analysis for significant assumptions as at the end of the reporting period is shown below:
| Increase/ | Increase/ | |||||||||||||||
| (decrease) | (decrease) | |||||||||||||||
| in defined | in defined | |||||||||||||||
| Increase | benefit | Decrease | benefit | |||||||||||||
| in rate | obligations | in rate | obligations | |||||||||||||
| % | US$ | % | US$ | |||||||||||||
| 2025 | ||||||||||||||||
| Discount rate | ( | ) | ||||||||||||||
| Future annual salary increases | ( | ) | ||||||||||||||
| 2024 | ||||||||||||||||
| Discount rate | ( | ) | ||||||||||||||
| Future annual salary increases | ( | ) | ||||||||||||||
The sensitivity analysis estimates the impact on defined benefit obligations from reasonable changes in key assumptions occurring at the end of the reporting period. The sensitivity analysis is based on changing one assumption at a time, keeping all other assumptions constant, and it may not be representative of an actual change in the defined benefit obligations as it is unlikely that changes in assumptions would occur in isolation from one another.
F-50
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 21. | PROVISIONS (continued) |
Provision for defined benefit obligations (continued)
The total expenses recognized in the consolidated statements of loss and other comprehensive income/(loss) in respect of the plan are as follows:
| 2025 | 2024 | 2023 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Current service cost | ||||||||||||
| Interest cost | ||||||||||||
| Net benefit expenses recognized in general, administrative and other operating expenses | ||||||||||||
The movements in the defined benefit obligations classified as non-current liabilities are as follows:
| 2025 | 2024 | |||||||
| US$ | US$ | |||||||
| At January 1 | ||||||||
| Current service cost | ||||||||
| Interest cost | ||||||||
| Benefits paid | ( | ) | ( | ) | ||||
| Remeasurement losses/(gains) debited/(credited) to other comprehensive income/(loss) arising from: | ||||||||
| Changes in financial assumptions | ( | ) | ||||||
| Experience adjustments | ( | ) | ( | ) | ||||
| Exchange realignment | ( | ) | ||||||
| At December 31 | ||||||||
F-51
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 22. | DEFERRED TAXATION |
The movements in deferred tax assets/(liabilities) during the year are as follows:
Deferred tax liabilities
| Provision for defined benefit obligations | Depreciation allowance in excess of related depreciation | Right-of-use assets | Total | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| At January 1, 2024 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Deferred tax credited to profit or loss | ( | ) | ( | ) | ||||||||||||
| Deferred tax credited to other comprehensive income/(loss) | ( | ) | ( | ) | ||||||||||||
| Exchange realignment | ( | ) | ||||||||||||||
| At December 31, 2024 and January 1, 2025 | ( | ) | ( | ) | ( | ) | ||||||||||
| Deferred tax charged to profit or loss | ( | ) | ( | ) | ||||||||||||
| Deferred tax charged to other comprehensive income/(loss) | ( | ) | ( | ) | ||||||||||||
| Exchange realignment | ( | ) | ( | ) | ||||||||||||
| Gross deferred tax liabilities at December 31, 2025 | ( | ) | ( | ) | ( | ) | ||||||||||
Deferred tax assets
| Lease liabilities | ||||
| US$ | ||||
| At January 1, 2024 | ||||
| Deferred tax credited to profit or loss | ||||
| Exchange realignment | ( | ) | ||
| Gross deferred tax assets at December 31, 2024 and January 1, 2025 | ||||
| Deferred tax credited to profit or loss | ||||
| Exchange realignment | ||||
| Gross deferred tax assets at December 31, 2025 | ||||
For presentation purposes, certain deferred tax assets and liabilities have been offset in the statements of financial position. The following is an analysis of the deferred tax balances of the Group for financial reporting purposes:
| 2025 | 2024 | |||||||
| US$ | US$ | |||||||
| Net deferred tax assets recognized in the consolidated statement of financial position | ||||||||
| Net deferred tax liabilities recognized in the consolidated statement of financial position | ||||||||
F-52
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 23. | SHARE CAPITAL |
Movements of share capital of the Company:
| Number of shares | ||||||||||||||||
| Class A Ordinary Shares | Class B Ordinary Shares | Preference Shares | Total | |||||||||||||
| At January 1, 2024 | ||||||||||||||||
| Conversion of Preference Shares to Class A Ordinary Shares | ( | ) | ||||||||||||||
| Exercise of share options | ||||||||||||||||
| Issuance of share for settlement of long-term employee benefit | ||||||||||||||||
| At December 31, 2024 and January 1, 2025 | ||||||||||||||||
| Exercise of share options | ||||||||||||||||
| Issuance of share for settlement upon vesting of restricted share units | ||||||||||||||||
| At December 31, 2025 | ||||||||||||||||
| Number of shares | ||||||||||||||||||||||||||||
| Class A Ordinary Shares | Class B Ordinary Shares | Old Class A Ordinary Shares | Old Class B Ordinary Shares | Class C Ordinary Shares | Preference Shares | Total | ||||||||||||||||||||||
| At January 1, 2023 | ||||||||||||||||||||||||||||
| Scrip dividend for Preference Shares (note (a)) | ||||||||||||||||||||||||||||
| Conversion of Preference Shares to Old Class A Ordinary Shares | ( | ) | ||||||||||||||||||||||||||
| Shares issued pursuant to share-based payment arrangement | ||||||||||||||||||||||||||||
| Shares issued upon exercise of Class C warrants | - | |||||||||||||||||||||||||||
| Repurchase and cancellation of Old Class A Ordinary Shares | ( | ) | ( | ) | ||||||||||||||||||||||||
| Capital Reorganization - Share Exchange (note (b)) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Capital Reorganization - Shares issued to acquire net assets of Bridgetown (note 25) | ||||||||||||||||||||||||||||
| Shares issued upon the exercise of call option for loan notes (note (c)) | ||||||||||||||||||||||||||||
| Share issued for settlement of expenses (note (d)) | ||||||||||||||||||||||||||||
| Conversion of Class B Ordinary shares to Class A Ordinary Shares | ( | ) | ||||||||||||||||||||||||||
| Conversion of Preference Shares to Class A Ordinary Shares | ( | ) | ||||||||||||||||||||||||||
| At December 31, 2023 | ||||||||||||||||||||||||||||
F-53
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 23. | SHARE CAPITAL (continued) |
Movements of share capital of the Company: (continued)
Notes:
| (a) |
| (b) |
| (c) |
| (d) |
Details of share capital of the Company:
| 2025 | 2024 | |||||||
| US$ | US$ | |||||||
| Authorized: | ||||||||
| Issued and fully paid: | ||||||||
All class of shares above have a par value of US$
F-54
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 23. | SHARE CAPITAL (continued) |
Details of share capital of the Company: (continued)
The terms of the different classes of shares outstanding are as follows:
Class A Ordinary Shares
The holders of Class A Ordinary Shares
are entitled to (i) receive dividends as declared from time to time, (ii)
Class B Ordinary Shares
The holders of Class B Ordinary Shares are entitled to (i) receive dividends as declared from time to time, (ii) 10 votes per each Class B Ordinary Share at shareholders’ meetings of the Company, (iii) residual interest upon liquidation of the Company after the holders of convertible Preference Shares, as determined by the liquidator of the Company and sanctioned by ordinary resolution, and (iv) convert their Class B Ordinary Shares into an equal number of Class A Ordinary Shares of the Company at their discretion.
Preference Shares
The holders of Preference Shares are
entitled to (i) receive dividends, which are at the discretion of the board of directors of the Company, that such holder would receive
had such holder converted all its Preference Shares into the applicable number of Class A Ordinary Shares immediately prior to the record
date for the determination of the holders entitled to such dividend or distribution, (ii) vote at shareholders’ meetings of the
Company, (iii) capital upon liquidation of the Company before the holders of Class A Ordinary Shares and Class B Ordinary Shares, as determined
by the liquidator of the Company and sanctioned by ordinary resolution, and (iv) convert their Preference Shares into Class A Ordinary
Shares of the Company at their discretion as determined by dividing (a) the product of (x) the number of Preference Shares elected for
conversion by such holder multiplied by (y) US$
Preference Shares are classified as equity since they are non-redeemable and any dividends are discretionary.
F-55
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 24. | SHARE-BASED PAYMENTS |
Equity-settled share-based payment transactions - share option scheme - 2022 Equity Plan and MoneyHero Equity Plan
On December 16, 2022, the Board of
Directors of the Company approved the 2022 Equity Plan, which is administrated by the Board of Directors. The Company operates the share
option scheme primarily for the purpose of providing incentives and rewards to eligible participants (including key management and other
employees of the Group) who contribute to the long-term growth and profitability of the Group. Eligible participants of the share option
scheme are granted options to subscribe for ordinary shares of the Company (the “2022 Share Options”). The 2022 Share Options
granted typically have a term of
2022 Share Options do not confer rights on the holders to dividends or to vote at shareholders’ meetings.
Following the consummation of the Capital
Reorganization (note 1), all outstanding share options under the 2022 Equity Plan were replaced by share options issued under the Company’s
new equity plan (the “MoneyHero Share Options” issued under “MoneyHero Equity Plan”) at an exchange ratio of
A summary of the movements in the number of share options under the 2022 Equity Plan, which was subsequently replaced by the MoneyHero Share Options, held by employees and key management personnel of the Group which were granted in respect of their services rendered to the Group is as follows:
| 2025 | 2024 | |||||||||||||||
| Weighted | Weighted | |||||||||||||||
| average | average | |||||||||||||||
| exercise price | Number of | exercise price | Number of | |||||||||||||
| US$ per share | options | US$ per share | options | |||||||||||||
| At January 1, | ||||||||||||||||
| Granted during the year | ||||||||||||||||
| Forfeited during the year | ( | ) | ||||||||||||||
| Exercised during the year | ( | ) | ( | ) | ||||||||||||
| At December 31, | ||||||||||||||||
F-56
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 24. | SHARE-BASED PAYMENTS (continued) |
Equity-settled share-based payment transactions - share option scheme - 2022 Equity Plan and MoneyHero Equity Plan (continued)
The weighted average share price at
the date of exercise for share options exercised during the year ended December 31, 2025 was US$
The exercise prices and the remaining contractual life of the MoneyHero Share Options held by employees and key management personnel of the Group outstanding as at the end of the reporting period are as follows:
| Remaining contractual life (years) | Exercise price US$ per share | Number of Share Option exercisable at the end of reporting period | ||||||||
| 2025 | ||||||||||
| 2024 | ||||||||||
The fair values of MoneyHero Share Options granted during the year ended December 31, 2024 were estimated as at the date of grant using a binomial model, taking into account the terms and conditions upon which the options were granted. The following table lists the inputs to the model used:
| Dividend yield (%) | ||||
| Risk-free interest rate (%) | ||||
| Exit rate (%) | ||||
| Exercise multiples (%) | ||||
| Volatility (%) | ||||
| Expected life of options (years) | ||||
| Fair value of underlying Ordinary Share (US$ per share) | ||||
The fair values of 2022 Share Options granted during the year ended December 31, 2023 before the Capital Reorganization were estimated as at the date of grant using a binomial model, taking into account the terms and conditions upon which the options were granted. The following table lists the inputs to the model used:
| Dividend yield (%) | - | |||
| Risk-free interest rate (%) | ||||
| Exit rate (%) | ||||
| Exercise multiples (%) | ||||
| Volatility (%) | ||||
| Expected life of options (years) | ||||
| Fair value of underlying Ordinary Share (US$ per share) |
F-57
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 24. | SHARE-BASED PAYMENTS (continued) |
Equity-settled share-based payment transactions - share option scheme - 2022 Equity Plan and MoneyHero Equity Plan (continued)
The Group estimated the expected volatility
based on the historical volatility of similar companies that are publicly-traded given the Company has been a private company that lacks
information on share price volatility before the Capital Reorganization. The Company selected companies with similar characteristics,
including invested capital’s value, business model, risk profiles, position within the industry, and with historical share price
information sufficient to meet the contractual lives of the Company’s options. Further, the expected dividend yield was determined
to be
Equity-settled share-based payment transactions – restricted share scheme – MoneyHero Equity Plan
The Group established a Restricted Share Units Scheme (“RSU Scheme”) with the intention of granting restricted share units (“RSU”) to selected employees and certain new joiners. The purpose of this scheme is to acknowledge, reward employee contributions and attract new talents, while also providing incentives to enhance the Group’s performance and maximize value for the benefit of both the Group and its shareholders.
The restricted shares granted under RSU Scheme are Class A ordinary shares, and they are issued without a subscription price. The RSUs are subject to vesting restrictions determined by the employee’s grade and position, as follows:
| ● |
| ● |
| ● |
For the year ended December 31, 2024,
the Group estimated that approximately
For the year ended December 31, 2025,
US$
Equity-settled Transactions – Others
On November 6, 2023, the Company allotted
and issued
F-58
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 25. | CAPITAL REORGANIZATION |
As described in note 1, the Capital Reorganization has been accounted for with reference to the principles of reverse acquisitions as if CGCL is the accounting acquirer and Bridgetown is accounting acquiree. Accordingly, except for the capital structure, these financial statements have been presented as a continuation of the consolidated financial information of CGCL with:
| ● | the assets and liabilities of CGCL Group recognized and measured at their carrying amounts immediately prior to the Capital Reorganization; |
| ● | the accumulated losses and other equity balances of CGCL Group recognized at their carrying amounts immediately prior to the Capital Reorganization; and the financial information for periods prior to the Capital Reorganization being that of CGCL Group. |
As Bridgetown, the accounting acquiree, does not meet the definition of a business for the purposes of IFRS 3, the Capital Reorganization is determined to be an acquisition of the net assets of Bridgetown together with an equity-settled share-based payment which is regarded as an issuance of the Company’s ordinary shares in exchange for a stock exchange listing service. The stock exchange listing service has been recorded in profit or loss and measured as the excess of fair value of the Company’s ordinary shares issued to acquire Bridgetown over the fair value of Bridgetown’s identifiable net assets acquired, with the amount expensed as incurred:
The fair value of Bridgetown’s identifiable net assets acquired comprising:
| US$ | ||||
| Cash | ||||
| Cash held in Trust Account | ||||
| Warrant liabilities (note a) | ( | ) | ||
| Net identifiable assets acquired | ||||
| Less: Fair Value of consideration comprising | ||||
| Total Fair value of consideration | ||||
| Share-based payment on listing | ||||
Notes:
| (a) | The warrant liabilities acquired include those in relation to the warrants issued by Bridgetown to Bridgetown’s public investors (Public Warrants) and Bridgetown LLC, the sponsor (Sponsor Warrants). The holders of Bridgetown’s warrants (including public investors and the sponsor) received one warrant of the Company for each Bridgetown’s warrant, resulting in the issuance of |
| (b) | Concurrently with the execution of the Initial Merger, the Company, Bridgetown, Bridgetown’s sponsor and CGCL entered into a working capital loan capitalization agreement (the “Working Capital Loan Capitalization Agreement”). Included in the |
Professional services fee of US$
F-59
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 26. | RESERVES |
The amounts of the Group’s reserves and the movements therein for the current and prior years are presented in the consolidated statement of changes in equity on pages F-7 and F-9 of the financial statements.
The capital, warrant and other reserves mainly represented certain adjustments to equity arising from the Capital Reorganization (note 25), and outstanding Class A Warrants classified as equity measured at fair value upon initial recognition and not subsequently remeasured.
As at December 31, 2025, Class A Warrants
with a carrying amount of approximately US$
| 27. | RECONCILIATION OF LIABILITIES FROM FINANCING ACTIVITIES |
| 2025 | Lease | |||
| liabilities | ||||
| US$ | ||||
| At January 1, 2025 | ||||
| Changes from financing cash flows | ( | ) | ||
| Interest paid classified as operating cash flows | ( | ) | ||
| Non-cash transactions: | ||||
| New leases and remeasurement of lease modifications | ||||
| Finance costs accrued | ||||
| Exchange realignment | ||||
| At December 31, 2025 | ||||
| 2024 | Lease | |||
| liabilities | ||||
| US$ | ||||
| At January 1, 2024 | ||||
| Changes from financing cash flows | ( | ) | ||
| Interest paid classified as operating cash flows | ( | ) | ||
| Non-cash transactions: | ||||
| Remeasurement of lease modifications | ||||
| Finance costs accrued | ||||
| Exchange realignment | ( | ) | ||
| At December 31, 2024 | ||||
F-60
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 27. | RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES (continued) |
| 2023 | Lease | |||||||
| Loan notes | liabilities | |||||||
| US$ | US$ | |||||||
| At January 1, 2023 | ||||||||
| Changes from financing cash flows | ( | ) | ( | ) | ||||
| Interest paid classified as operating cash flows | ( | ) | ||||||
| Non-cash transactions: | ||||||||
| New leases and remeasurement of lease modifications | ||||||||
| Finance costs accrued | ||||||||
| Exchange realignment | ||||||||
| At December 31, 2023 | ||||||||
| 28. | RELATED PARTY TRANSACTIONS |
In addition to the transactions, arrangements and balances detailed elsewhere in these financial statements, the Group had the following transactions with companies controlled by a shareholder with significant influence over the Company and key management personnel on agreed terms between the relevant parties during the years ended December 31, 2025, 2024 and 2023:
| 2025 | 2024 | 2023 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Finance costs on loan notes: | ||||||||||||
| - Key management personnel | ||||||||||||
| - Companies controlled by a shareholder with significant influence over the Company | ||||||||||||
| Revenue earned from companies controlled by a shareholder with significant influence over the Company: | ||||||||||||
| - Internet leads generation and marketing service income | ||||||||||||
| - Insurance commission income | ||||||||||||
| - Marketing income | ||||||||||||
| Cost of revenue paid to companies controlled by a shareholder with significant influence over the Company | ||||||||||||
F-61
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 29. | CAPITAL RISK MANAGEMENT |
The primary objectives of the Group’s capital management are to safeguard the Group’s ability to continue as a going concern and to maintain healthy capital ratios in order to support its business and maximize shareholders’ value. The overall strategy remains unchanged from prior year.
The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Group may return capital to shareholders or issue new shares.
| 30. | FINANCIAL INSTRUMENTS |
| (a) | Categories of financial instruments |
Financial assets
| 2025 | 2024 | |||||||
| US$ | US$ | |||||||
| Financial asset designated at fair value through other comprehensive income | ||||||||
| Financial assets at amortized costs | ||||||||
Financial liabilities
| 2025 | 2024 | |||||||
| US$ | US$ | |||||||
| Financial liabilities at fair value through profit or loss | ||||||||
| Financial liabilities at amortized costs | ||||||||
| (b) | Financial risk management objectives and policies |
The Group’s financial instruments include non-current financial asset, accounts receivables, deposits, pledged bank deposits, cash and cash equivalents, accounts and other payable, warrant liabilities and lease liabilities.
Details of these financial instruments are disclosed in the respective notes. The risks associated with these financial instruments include market risks (currency risk), credit risk and liquidity risk. The policies on how to mitigate these risks are set out below. The management manages and monitors these exposures to ensure appropriate measures are implemented on a timely and effective manner.
F-62
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 30. | FINANCIAL INSTRUMENTS (continued) |
Foreign currency risk
The Group operates across Asia and is exposed to foreign exchange risk arising from foreign currency transactions. The Group’s operating units may have financial instruments denominated in currencies other than their respective functional currencies. They are therefore exposed to foreign currency risk, as the value of the financial instruments denominated in other currencies will fluctuate due to changes in exchange rates. The Group does not hedge foreign currency exposures.
The Group’s senior management monitors and manages the Group’s foreign currency risk exposure position on an ongoing basis, and considers hedging significant foreign currency exposure should the need arise.
Sensitivity analysis
The following table demonstrates
the sensitivity at the end of the reporting period to a
| 2025 | 2024 | ||||||||||||||||
| Increase/ | Increase/ | Increase/ | Increase/ | ||||||||||||||
| (decrease) in | (decrease) | (decrease) in | (decrease) | ||||||||||||||
| foreign | in loss | foreign | in loss | ||||||||||||||
| exchange rate | after tax | exchange rate | after tax | ||||||||||||||
| US$ | US$ | ||||||||||||||||
| SGD | % | ( | ) | % | ( | ) | |||||||||||
| ( | )% | ( | )% | ||||||||||||||
| TWD | % | ( | ) | % | ( | ) | |||||||||||
| ( | )% | ( | )% | ||||||||||||||
| MYR | % | ( | ) | % | ( | ) | |||||||||||
| ( | )% | ( | )% | ||||||||||||||
| PHP | % | ( | ) | % | ( | ) | |||||||||||
| ( | )% | ( | )% | ||||||||||||||
| THB | % | ( | ) | % | ( | ) | |||||||||||
| ( | )% | ( | )% | ||||||||||||||
| IDR | % | ( | ) | % | ( | ) | |||||||||||
| ( | )% | ( | )% | ||||||||||||||
F-63
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 30. | FINANCIAL INSTRUMENTS (continued) |
Credit risk
The Group trades mainly with recognized and creditworthy third parties. Customers who wish to trade on credit terms are normally subject to credit verification procedures. In addition, receivable balances are monitored on an ongoing basis.
Maximum exposure and year-end staging
The tables below show the credit quality and the maximum exposure to credit risk based on the Group’s credit policy, which is mainly based on past due information unless other information is available without undue cost or effort, and year-end staging classification as at December 31. The amounts presented are gross carrying amounts for financial assets.
| 12-month ECLs | Lifetime ECLs | |||||||||||||||||||
| Simplified | ||||||||||||||||||||
| Stage 1 | Stage 2 | Stage 3 | approach | Total | ||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | ||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||
| Accounts receivable* | ||||||||||||||||||||
| Contract assets* | ||||||||||||||||||||
| Financial assets included in deposits and other receivables | ||||||||||||||||||||
| - Normal** | ||||||||||||||||||||
| Pledged bank deposits | ||||||||||||||||||||
| - Low | ||||||||||||||||||||
| Cash and cash equivalents | ||||||||||||||||||||
| - Low | ||||||||||||||||||||
| December 31, 2024 | ||||||||||||||||||||
| Accounts receivable* | ||||||||||||||||||||
| Contract assets* | ||||||||||||||||||||
| Financial assets included in deposits and other receivables | ||||||||||||||||||||
| - Normal** | ||||||||||||||||||||
| Pledged bank deposits | ||||||||||||||||||||
| - Low | ||||||||||||||||||||
| Cash and cash equivalents | ||||||||||||||||||||
| - Low | ||||||||||||||||||||
| * |
| ** |
F-64
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 30. | FINANCIAL INSTRUMENTS (continued) |
Liquidity risk
In the management of the liquidity risk, the Group monitors and maintains a level of cash and cash equivalents as well as undrawn banking facilities deemed adequate by the directors of the Company to finance the Group’s operations and mitigate the effects of fluctuations in cash flows.
The following table details the Group’s remaining contractual maturity for its financial liabilities. The tables have been drawn up based on the undiscounted cashflows of financial liabilities based on the earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows.
| Weighted | ||||||||||||||||||||
| average | ||||||||||||||||||||
| interest | Less than | 1 - 5 | Undiscounted | Carrying | ||||||||||||||||
| rate | 1 year | years | cash flows | amount | ||||||||||||||||
| % | US$ | US$ | US$ | US$ | ||||||||||||||||
| As at December 31, 2025 | ||||||||||||||||||||
| Account and other payables | ||||||||||||||||||||
| Lease liabilities | ||||||||||||||||||||
| Weighted | ||||||||||||||||||||
| average | ||||||||||||||||||||
| interest | Less than | 1 - 5 | Undiscounted | Carrying | ||||||||||||||||
| rate | 1 year | years | cash flows | amount | ||||||||||||||||
| % | US$ | US$ | US$ | US$ | ||||||||||||||||
| As at December 31, 2024 | ||||||||||||||||||||
| Account and other payables | ||||||||||||||||||||
| Lease liabilities | ||||||||||||||||||||
F-65
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 31. | FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS |
The Group’s management is responsible for determining the policies and procedures for the fair value measurement of financial instruments. At each reporting date, management analyzes the movements in the values of financial instruments and determines the major inputs applied in the valuation. The valuation is reviewed and approved by management.
The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
Management has assessed that the carrying amounts of financial assets included in accounts receivable, financial assets included in deposits and other receivables, cash and cash equivalents, pledged bank deposits, financial liabilities included in accounts and other payable and lease liabilities reasonably approximate to their fair values largely due to the short term maturities/no fixed terms of repayment of these instruments or because the effect of discounting not reflected in the carrying amounts of these instruments are not material. The fair values of the non-current portion of deposits and lease liabilities have been calculated and assessed mainly by discounting the expected future cash flows using rates currently available for instruments with similar terms, credit risk and remaining maturities, as appropriate. The changes in fair value as a result of the Group’s own non-performance risk for interest-bearing borrowings and lease liabilities as at December 31, 2025 and 2024 were assessed to be insignificant.
The warrant liabilities are initially recognized at fair value and are subsequently remeasured at fair value at the end of each reporting period. As of December 31, 2025 Public Warrants and Sponsor Warrant issued that are accounted for as a derivative financial liability and measured at fair value at each reporting date Level 1 and Level 2 Instrument respectively.
The fair value of non-current financial
asset represents an unlisted equity investment designated at fair value through other comprehensive income have been estimated using a
market-based valuation technique based on inputs that are not observable market prices or rates. The valuation requires the management
to determine comparable companies (peers) based on industry, size, leverage and strategy, and to calculate the enterprise value to sales
(“EV/S”) multiple for each comparable company identified. The multiple is calculated by dividing the enterprise value of the
comparable company by a sales measure. The trading multiple is then discounted for considerations such as illiquidity. The discounted
multiple is applied to the corresponding sales measure of the unlisted equity investments to measure the equity value. The value of the
unlisted equity investment is further derived from by option pricing model (OPM) based on calculated equity value. Management believes
that the estimated fair value resulting from the valuation techniques, which are recorded in the consolidated statement of financial position,
and the related changes in fair value, which are recorded in other comprehensive income, are reasonable, and that they were the most appropriate
values at the end of the reporting period. The carrying amount and the estimated fair value of the non-current financial asset are US$
For the fair value of the unlisted equity investments at fair value through other comprehensive income, management has estimated the potential effect of using reasonably possible alternatives as inputs to the valuation model.
F-66
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 31. | FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS (continued) |
Below is a summary of significant unobservable inputs to the non-current financial asset together with a quantitative sensitivity analysis as at December 31, 2025 and 2024:
| Valuation technique | Significant unobservable input | Relationship of significant unobservable inputs to fair value | Sensitivity of fair value to the input | |||||||
| Unlisted equity investments | 2025: 3.82x (2024: 4.82x) | |||||||||
2025: 36% (2024: 50%) |
F-67
MONEYHERO LIMITED
NOTES TO FINANCIAL STATEMENTS
| 32. | LOSS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE COMPANY |
The calculation of the basic loss per share amounts is based on the loss for the year attributable to ordinary equity holders, and the weighted average number of ordinary shares in issue during the period.
| 2025 | 2024 | 2023 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| per share | per share | per share | ||||||||||
| Basic and diluted loss per share | ||||||||||||
| Total basic and diluted loss per share attributable to the ordinary equity holders of the Company | ( | ) | ( | ) | ( | ) | ||||||
| 2025 | 2024 | 2023 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Loss | ||||||||||||
| Loss attributable to the equity shareholders of the Company | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Number of shares | ||||||||||||
| Weighted-average number of ordinary shares | ||||||||||||
As stated in Note 23, Class B ordinary share can be converted into an equal number of Class A ordinary share. The computation of basic and diluted loss per share is the same as the basic and diluted loss per Class A and Class B ordinary shares in aggregate since these two classes have the same rights to participate in profits and losses and are all treated as same class and number of ordinary share on an as converted basis.
For the years ended December 31, 2023, 2024 and 2025, the following warrants, preference shares and outstanding share option were excluded from the calculation of diluted loss per share, as their inclusion would have been anti-dilutive for the period prescribed:
| 2025 | 2024 | 2023 | ||||||||||
| Number of shares | ||||||||||||
| Preference shares | ||||||||||||
| Warrants | ||||||||||||
| Outstanding share options | ||||||||||||
| 33. | APPROVAL OF THE FINANCIAL STATEMENTS |
The financial statements were approved and authorized for issue by the board of directors on April 30, 2026. There have been no significant events since December 31, 2025 that would have a material effect on the financial position of the Group as of that date or on its result for the year then ended.
F-68
Exhibit 12
Certification by the Principal Executive Officer
and Principal Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Danny Leung, certify that:
| 1. | I have reviewed this annual report on Form 20-F of MoneyHero Limited (the “Company”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
| 4. | The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; |
| 5. | The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. |
| Date: May 27, 2026 | ||
| By: | /s/ Danny Leung | |
| Name: | Danny Leung | |
| Title: | Interim Chief Executive Officer and Chief Financial Officer | |
Exhibit 13
Certification by the Principal Executive Officer
and Principal Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report of MoneyHero Limited (the “Company”) on Form 20-F for the fiscal year ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Danny Leung, Interim Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: May 27, 2026 | ||
| By: | /s/ Danny Leung | |
| Name: | Danny Leung | |
| Title: | Interim Chief Executive Officer and Chief Financial Officer | |
Exhibit 15.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement No. 333-276214 on Form S-8 of our report dated April 30, 2026, relating to the consolidated financial statements of MoneyHero Limited, appearing in this Annual Report on Form 20-F/A for the year ended December 31, 2025.
| /s/ Deloitte Touche Tohmatsu | |
| Hong Kong, The People’s Republic of China | |
| May 27, 2026 |
Exhibit 15.2
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-276214) pertaining to the 2023 Equity Incentive Plan of MoneyHero Limited of our report dated May 6, 2025, with respect to the consolidated financial statements of MoneyHero Limited, included in this Annual Report (Form 20-F/A) for the year ended December 31, 2025.
| /s/ Ernst & Young | |
| Hong Kong, The People’s Republic of China | |
| May 27, 2026 |