SPHL 6-K
Springview Holdings Ltd (SPHL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September
Commission File Number:
203 Henderson Road
#06-01
Henderson Industrial Park
Singapore 159546
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Springview Holdings Ltd (the “Company”) is furnishing its unaudited financial results for the six months ended June 30, 2026 and a discussion of recent corporate developments. Attached as exhibits to this Report on Form 6-K are:
| ● | the Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Six Months Ended June 30, 2026 and 2025 as Exhibit 99.1; |
| ● | the unaudited interim condensed consolidated financial statements and related notes as Exhibit 99.2; and |
| ● | interactive data file disclosure as Exhibit 101 in accordance with Rule 405 of Regulation S-T. |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report on Form 6-K and the exhibits hereto contain “forward-looking statements” for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that represent the Company’s beliefs, projections and predictions about future events. All statements other than statements of historical fact are “forward-looking statements,” including any projections of earnings, revenue or other financial items, any statements of the plans, strategies and objectives of management for future operations, any statements concerning proposed new projects or other developments, any statements regarding future economic conditions or performance, any statements of management’s beliefs, goals, strategies, intentions and objectives, and any statements of assumptions underlying any of the foregoing. Words such as “may”, “will”, “should”, “could”, “would”, “predicts”, “potential”, “continue”, “expects”, “anticipates”, “future”, “intends”, “plans”, “believes”, “estimates” and similar expressions, as well as statements in the future tense, identify forward-looking statements.
These statements are necessarily subjective and involve known and unknown risks, uncertainties and other important factors that could cause the Company’s actual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievements described in or implied by such statements. Actual results may differ materially from expected results described in the Company’s forward-looking statements, including with respect to correct measurement and identification of factors affecting the Company’s business or the extent of their likely impact, and the accuracy and completeness of the publicly available information with respect to the factors upon which the Company’s business strategy is based or the success of the Company’s business.
Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of whether, or the times by which, the Company’s performance or results may be achieved. Forward-looking statements are based on information available at the time those statements are made and management’s belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to, those factors discussed more fully under the caption “Risk Factors” as well as other risks and factors identified from time to time in the Company’s SEC filings.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Springview Holdings Ltd | ||
| Date: September 23, 2026 | By: | /s/ Zhuo Wang |
| Name: | Zhuo Wang | |
| Title: | Chief Executive Officer | |
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Six Months Ended June 30, 2026 and 2025 | |
| 99.2 | Unaudited Interim Condensed Consolidated Financial Statements for the Six Months Ended June 30, 2026 and 2025 | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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Exhibit 99.1
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This management’s discussion and analysis is designed to provide you with a narrative explanation of our financial condition and results of operations for the six months ended June 30, 2025 and 2026. This section should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes included elsewhere in this interim report. See “Exhibit 99.2 — Condensed Consolidated Financial Statements of Springview Holdings Ltd as of December 31, 2025 and June 30, 2026 (unaudited) and for the six months ended June 30, 2025 (unaudited) and 2026 (unaudited).” We also recommend that you read our management’s discussion and analysis and our audited consolidated financial statements for fiscal year 2025, and the notes thereto, which appear in our annual report on Form 20-F for the year ended December 31, 2025, or the Annual Report, filed with the U.S. Securities and Exchange Commission, or the SEC, on April 28, 2026.
In this report, as used herein, and unless the context suggests otherwise, the terms “Springview,” “Company,” “we,” “us” or “ours” refer to the combined business of Springview Holdings Ltd and its subsidiaries and other consolidated entities. References to “dollar” and “US$” are to U.S. dollars, the lawful currency of the United States. References to “S$” are to Singapore dollars, the lawful currency of Singapore. References to “SEC” are to the Securities and Exchange Commission.
All such financial statements were prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. We have made rounding adjustments to some of the figures included in this management’s discussion and analysis. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that precede them. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors.
Overview
Our company, through our indirect wholly owned subsidiary, Springview Enterprises Pte. Ltd. (“Springview Singapore”) designs and constructs residential and commercial buildings in Singapore.
Our projects cover four main types of work: (i) new construction, (ii) reconstruction, (iii) additions and alterations (A&A), and (iv) other general contracting services. For new construction, an existing house will be demolished and a new house will be rebuilt. Our reconstruction work involves replacement of a substantial part of a house. For A&A work, we focus on minor modifications to existing structures within an existing building’s requirements. We also provide other general contracting services, such as renovation and design consultation for our customers. Through conversations with our clients to understand their vision and budget constraints, we assist them in developing a feasible design concept.
Our projects are carried out in either (a) design and build mode or (b) construction mode. When we play a design and build role, we provide design input and also serve as the main contractor. For construction mode, we act only in the role of a contractor. For the design and build role, we collaborate with associated architectural firms to deliver tailored solutions consisting of conceptualized design drawings and detailed implementation plans which we then execute with the joint efforts of our experienced design team and construction team. For the contractor role, we provide our customers with quality construction work based on our team’s experience and existing relationships with architects and subcontractors.
With a considerable operating history dating back to 2002, we believe we have established a positive reputation in the busy Singapore real estate development market through customer relationships, leading to referrals from existing customers. Our operations team manages inquiries and feedback, working with subcontractors to address any issues that arise in our projects. We believe that effective communication through phone calls and instant messaging ensures quick issue resolution. In turn, we believe that our commitment to high-quality services and addressing customer feedback is vital for expanding our market share and ensuring overall business success of our company.
Factors Affecting Our Financial Condition and Results of Operations
Our results of operations have been and will continue to be affected by several factors, including those set out below:
We operate in a highly competitive industry and our competitors may be more successful in securing contracts
We face significant competition within the construction industry and certain of our competitors may have greater financial resources and manpower, stronger track record and more established reputation in the market that provide them with advantage in sourcing for new customers and business opportunities. Additionally, our competitors may be aggressive in their pricing policies or offer additional services to secure contracts in tenders that we participate in. We believe that we have developed a well-regarded reputation and notable branding in the market for completing high quality projects, and coupled with the strong relationships that we have nurtured and maintained with our customers, sub-contractors, suppliers and external consultants, all of which serve as reliable sources of new project referrals, will allow us to maintain our competitiveness in the market and acquire new customers effectively. However, if we are unable to maintain our reputation in delivering high quality projects in a timely manner to the satisfaction of our customers, we might not compete successfully with our competitors and may adversely affect our business and results of operations.
Our revenue and profitability are unpredictable due to the nature of our business
Revenue from our construction projects is non-recurring in nature and on a project-by-project basis, which results in unpredictability in our revenue and profitability from period to period. We recognize revenue from ongoing contracts based on percentage of work performed, and certain ongoing contracts may last for more than a year and the revenue from such projects may be recognized across financial years. The revenue and profitability recorded for a financial period may fluctuate depending on the stage of completion for our ongoing contracts and thus the short-term results of operations may not be indicative of future financial performance and prospects of our business. We are constantly active in building our contract pipeline via participation in tenders and seeking referrals from various channels in order to secure new contracts and achieve growth in revenue. However, there is no assurance that we are able to successfully secure new projects to replace completed projects, or continually secure projects that have a higher or comparable contract values and margins, which may materially and adversely affect our business and results of operations.
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We generally depend on our subcontractors and suppliers to perform their obligations in order to bring our projects to completion and meet our customers’ requirements
The provision of construction services is highly demanding and requires our company to effectively co-ordinate and leverage both internal and external resources, the latter mainly involving subcontractors and suppliers. We are dependent on our subcontractors and suppliers to deliver quality product or services that we engage them for, such as supply of building materials and ventilation work, in order to fulfil our own contractual obligations to the customers in delivering completed projects based on the contracted scope of work and design. While we have developed and maintained strong relationships and rapport with several trusted suppliers and subcontractors that have been providing us with quality products and services in a timely manner, there is no assurance that they will continue to render products and services that meet our requirements in terms of quality and timing in the future. Further, despite our company’s best effort in screening the subcontractors that we engage for our projects for their competency based on several factors including track record, reputation, and price competitiveness, we bear certain risks associated with subpar or nonperformance by our subcontractors as subcontractors generally do not have direct contractual relationships with our customers. In addition, we do not have any long-term agreements with our subcontractors or suppliers, and hence we cannot be assured that we can procure similar arrangements from our existing subcontractors or suppliers at a reasonable rate that meets our budget, or that we can successfully engage with alternative providers if such events do occur. During the interim period, no single subcontractor or supplier accounted for more than 10% of our total subcontracting and procurement costs, and our subcontractor and supplier base is diversified. We did not experience any material subcontractor performance issues or material cost escalation during the interim period, which may result in our business and results of operations being materially and adversely impacted.
We are subject to several macro-economic, regulatory, social and other factors which are beyond our control
We operate within Singapore’s construction and major A&A industry and are affected by several factors including macro-economic, regulatory, social and political conditions which are beyond our company’s control. We depend on Singapore to continue to be a stable and attractive country for residency purposes as majority of our customers are residential homeowners seeking to build properties that fit their aspirations. The growth of our target customer segment in Singapore may be influenced by the country’s political and social stability, key policies and regulations related to taxation and immigration as well as overall business and market sentiment, all of which are beyond our control. Additionally, our business is also affected by inflation and interest rate environment. As of the date of this report, we have witnessed the impact of inflation on our operations. For example, we have seen a rise in the prices of our construction materials and in the wages of our laborers as a result of inflation. In the event of heavier inflationary pressure in the future, our project costs could be elevated even further. There is no guarantee that we will be able to efficiently pass on the resulting rise in such costs to our customers. An increase in interest rates may also result in a higher borrowing cost for our business. There can be no guarantee that any of these factors beyond our control will not develop in a manner that may have an adverse and material effect on our business operations in the future.
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Results of Operations
For the six months ended June 30, 2025 and 2026
The following tables set forth a summary of our unaudited condensed consolidated results of operations, in absolute amount and as a percentage of our net revenues for the six months ended June 30, 2025 and 2026. This information should be read together with our unaudited condensed consolidated financial statements and related notes. The results of operations in any period are not necessarily indicative of the results that may be expected for any future period.
| For the six months ended June 30, | ||||||||||||||||||||
| 2025 | 2026 | 2026 | Variance | |||||||||||||||||
| S$ | S$ | US$ | S$ | % | ||||||||||||||||
| Revenue | 3,734,033 | 5,167,711 | 3,993,286 | 1,433,678 | 38.4 | |||||||||||||||
| Total Revenue | 3,734,033 | 5,167,711 | 3,993,286 | 1,433,678 | 38.4 | |||||||||||||||
| Cost of revenue | (2,904,816 | ) | (3,890,209 | ) | (3,006,112 | ) | (985,393 | ) | 33.9 | |||||||||||
| Total Cost of revenue | (2,904,816 | ) | (3,890,209 | ) | (3,006,112 | ) | (985,393 | ) | 33.9 | |||||||||||
| Gross profit | 829,217 | 1,277,502 | 987,174 | 448,285 | 54.1 | |||||||||||||||
| Operating expenses | ||||||||||||||||||||
| General and administrative expenses | (1,355,431 | ) | (1,563,553 | ) | (1,208,217 | ) | (208,122 | ) | 15.4 | |||||||||||
| Total operating expenses | (1,355,431 | ) | (1,563,553 | ) | (1,208,217 | ) | (208,122 | ) | 15.4 | |||||||||||
| Loss from operations | (526,214 | ) | (286,051 | ) | (221,043 | ) | 240,163 | (45.6 | ) | |||||||||||
| Other income (expenses) | ||||||||||||||||||||
| Interest expenses, net | (51,346 | ) | (40,818 | ) | (31,542 | ) | 10,528 | (20.5 | ) | |||||||||||
| Other income | 56,587 | 63,427 | 49,012 | 6,840 | 12.1 | |||||||||||||||
| Total other income, net | 5,241 | 22,609 | 17,470 | 17,368 | 331.4 | |||||||||||||||
| Loss before income taxes | (520,973 | ) | (263,442 | ) | (203,573 | ) | 257,531 | (49.4 | ) | |||||||||||
| Income tax benefit (expenses) | 12,860 | (51,755 | ) | (39,993 | ) | (64,615 | ) | (502.4 | ) | |||||||||||
| Net loss | (508,113 | ) | (315,197 | ) | (243,566 | ) | 192,916 | (38.0 | ) | |||||||||||
| Other comprehensive income (loss) | ||||||||||||||||||||
| Foreign currency translation adjustments | (293,535 | ) | 18,789 | 14,519 | 312,324 | (106.4 | ) | |||||||||||||
| Total Comprehensive loss | (801,648 | ) | (296,408 | ) | (229,047 | ) | 505,240 | (63.0 | ) | |||||||||||
Comparison of six months ended June 30, 2025 and 2026
Revenue
We generate revenue mainly from construction projects with the following major categories of work: (i) new construction, (ii) reconstruction, (iii) Addition & Alterations (A&A), and (iv) other general contracting services, such as renovation and design consultation. Due to our business nature, the majority of our revenue is driven by standalone projects with varying contract sizes on a non-recurring basis. We recognize revenue from our construction projects over time and referencing the stage of completion via input method, which is based on our actual costs incurred for the project during the period relative to the total estimated costs for the project.
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The following table sets forth our revenue by revenue categories for the periods indicated.
| For the six months ended June 30, | ||||||||||||||||||||
| 2025 | 2026 | 2026 | Variances | |||||||||||||||||
| S$ | S$ | US$ | S$ | % | ||||||||||||||||
| New construction | 2,466,676 | 2,214,121 | 1,710,936 | (252,555 | ) | (10.2 | ) | |||||||||||||
| Reconstruction | 466,166 | 1,418,330 | 1,095,997 | 952,164 | 204.3 | |||||||||||||||
| A&A | 719,903 | 1,346,959 | 1,040,846 | 627,056 | 87.1 | |||||||||||||||
| Other general contracting services | 81,288 | 188,301 | 145,507 | 107,013 | 131.6 | |||||||||||||||
| Total revenue | 3,734,033 | 5,167,711 | 3,993,286 | 1,433,678 | 38.4 | |||||||||||||||
During the six months ended June 30, 2025 and 2026, projects involving new construction work accounted for the largest proportion of our revenue generated for the periods, representing approximately 66.1% and 42.8% of the total revenue, respectively. Revenue from reconstruction work accounted for approximately 12.5% and 27.4% of the total revenue for the six months ended June 30, 2025 and 2026, respectively, while revenue from A&A works accounted for approximately 19.3% and 26.1% of the total revenue, respectively.
Our total revenue increased by S$1,433,678, or 38.4%, from S$3,734,033 for the six months ended June 30, 2025, to S$5,167,711 (US$3,993,286) for the six months ended June 30, 2026. The increase was primarily attributable to significant growth in our reconstruction, A&A works and other general contracting services, which collectively contributed S$1,686,233 of incremental revenue, partially offset by a decline of S$252,555 in new construction revenue.
Revenue from new construction decreased by S$252,555, or 10.2%, from S$2,466,676 for the six months ended June 30, 2025 to S$2,214,121 (US$1,710,936) for the six months ended June 30, 2026. The decrease was primarily due to a reduction in the number of new construction projects from five projects as of June 30, 2025 to three projects as of June 30, 2026, and certain ongoing new construction projects being in their final stages with lower revenue recognition under the percentage-of-completion method.
Revenue from reconstruction increased by S$952,164, or 204.3%, from S$466,166 for the six months ended June 30, 2025 to S$1,418,330 (US$1,095,997) for the six months ended June 30, 2026. The substantial increase was primarily driven by the progression and ramp-up of 5 reconstruction projects that were awarded in 2025 and early 2026, from which S$1,417,497 of revenue was recognized during six months ended June 30, 2026. Similarly, revenue recognized from A&A works increased by S$627,056, or 87.1%, from S$719,903 for the six months ended June 30, 2025 to S$1,346,959 (US$1,040,846) for the six months ended June 30, 2026. The increase was primarily attributable to the successful award and commencement of 2 new A&A projects, from which S$1,186,348 of revenue was recognized during six months ended June 30, 2026, partially offset by lower revenue recognized from legacy A&A contracts, alongside the continued execution of existing A&A contracts that progressed into higher-value construction stages.
Additionally, our other general contracting services also increased by S$107,013, or 131.6%, from S$81,288 for the six months ended June 30, 2025 to S$188,301 (US$145,507) for the six months ended June 30, 2026, primarily due to the maintenance work for previous customers.
| For the six months ended June 30, | ||||||||||||||||||||
| 2025 | 2026 | 2026 | Variances | |||||||||||||||||
| S$ | S$ | US$ | S$ | % | ||||||||||||||||
| Commercial customers | 719,903 | 1,072,455 | 828,727 | 352,552 | 49.0 | |||||||||||||||
| Residential customers | 3,014,130 | 4,095,256 | 3,164,559 | 1,081,126 | 35.9 | |||||||||||||||
| Total revenue | 3,734,033 | 5,167,711 | 3,993,286 | 1,433,678 | 38.4 | |||||||||||||||
For the six months ended June 30, 2026, revenue from commercial customers increased by S$352,552, or 49.0%, to S$1,072,455 (US$828,727), compared with S$719,903 for the six months ended June 30, 2025. The increase was primarily attributable to construction works on 1 project signed in late 2025, from which S$911,843 of revenue was recognized during six months ended June 30, 2026, which were in active progress throughout the six months ended June 30, 2026, with revenue recognized as the works progressed. Revenue from residential customers rose by S$1,081,126, or 35.9%, to S$4,095,256 (US$3,164,559) for the six months ended June 30, 2026, from S$3,014,130 for the six months ended June 30, 2025, primarily due to increased construction activities and progress on residential projects during the current period. As a result, our total revenue for the six-month period ended June 30, 2026 grew by S$1,433,678, representing an increase of 38.4%, to S$5,167,711 (US$3,993,286).
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Cost of revenue
| For the six months ended June 30, | ||||||||||||||||||||
| 2025 | 2026 | 2026 | Variances | |||||||||||||||||
| S$ | S$ | US$ | S$ | % | ||||||||||||||||
| Subcontracting costs | 787,515 | 1,901,127 | 1,469,073 | 1,113,612 | 141.4 | |||||||||||||||
| Material costs | 907,026 | 784,941 | 606,554 | (122,085 | ) | (13.5 | ) | |||||||||||||
| Labor costs | 573,620 | 567,174 | 438,277 | (6,446 | ) | (1.1 | ) | |||||||||||||
| Equipment rental and site costs | 261,592 | 288,791 | 223,160 | 27,199 | 10.4 | |||||||||||||||
| Other direct costs | 375,063 | 348,176 | 269,048 | (26,887 | ) | (7.2 | ) | |||||||||||||
| Total Cost of revenue | 2,904,816 | 3,890,209 | 3,006,112 | 985,393 | 33.9 | |||||||||||||||
The cost of revenue primarily consisted of subcontracting costs, material costs, labor costs, equipment rental and site costs and other direct costs incurred in contract performance. The total cost of revenue increased by S$985,393, or 33.9%, from S$2,904,816 for the six months ended June 30, 2025 to S$3,890,209 (US$3,006,112) for the six months ended June 30, 2026. The approximately 33.9% overall increase in cost of revenue was in line with our increase in revenue during the same period, and primarily driven by a significant increase in subcontracting costs incurred, which rose by S$1,113,612, or 141.4%, from S$787,515 for the six months ended June 30, 2025 to S$1,901,127 (US$1,469,073) for the six months ended June 30, 2026. This increase was primarily driven by the higher volume of residential construction projects completed in the current period, which required greater engagement of subcontractors to support project execution, as well as maintenance work performed for our prior commercial customer. As a result of this increase, subcontracting costs represented approximately 48.9% of total cost of revenue for the six months ended June 30, 2026, compared with approximately 27.1% in the comparable period of 2025.
On the other hand, material costs decreased by S$122,085, or 13.5%, from S$907,026 for the six months ended June 30, 2025 to S$784,941 (US$606,554) for the six months ended June 30, 2026. This decrease was primarily attributable to a shift in project mix toward subcontractor-led execution, under which a greater portion of materials was procured directly by subcontractors and reflected within subcontracting costs, as well as improved procurement efficiency and pricing negotiations with suppliers. Labor costs remained relatively stable, decreased by S$6,446, or 1.1%, from S$573,620 for the six months ended June 30, 2025 to S$567,174 (US$438,277) for the six months ended June 30, 2026, reflecting a stable in-house workforce. Equipment rental and site costs increased by S$27,199, or 10.4%, from S$261,592 for the six months ended June 30, 2025 to S$288,791 (US$223,160) for the six months ended June 30, 2026, driven by the need for additional equipment to support our expanding project portfolio. Lastly, other direct costs decreased by S$26,887, or 7.2%, from S$375,063 for the six months ended June 30, 2025 to S$348,176 (US$269,048) for the six months ended June 30, 2026, primarily due to lower dormitory rental, dormitory utilities and vehicle operating expenses.
Gross Profit
For the six months ended June 30, 2025 and 2026, our gross profits were S$829,217 and S$1,277,502 (US$987,174), respectively, and our gross profit margins were approximately 22.2% and 24.7%, respectively. Our gross profit increased by S$448,285, or approximately 54.1% primarily driven by higher contribution from reconstruction and A&A project, partially offset by increased subcontracting cost. The improvement in our gross margin was principally driven by (i) a favorable revenue mix, with a greater proportion of revenue derived from reconstruction and A&A projects, which generally generate higher gross margins, and (ii) operating leverage, as the growth in revenue outpaced the growth in cost of revenue.
General and Administrative Expenses
The following table sets forth a breakdown of our general and administrative expenses for the periods indicated.
| For the six months ended June 30, | ||||||||||||||||||||
| 2025 | 2026 | 2026 | Variances | |||||||||||||||||
| S$ | S$ | US$ | S$ | % | ||||||||||||||||
| Staff expenses | 575,997 | 611,379 | 472,436 | 35,382 | 6.1 | |||||||||||||||
| Depreciation and amortization | 23,811 | 44,101 | 34,079 | 20,290 | 85.2 | |||||||||||||||
| Lease expenses | 99,916 | 123,198 | 95,200 | 23,282 | 23.3 | |||||||||||||||
| Medical and insurance expenses | 101,413 | 103,171 | 79,724 | 1,758 | 1.7 | |||||||||||||||
| Transport and entertainment | 20,694 | 34,831 | 26,915 | 14,137 | 68.3 | |||||||||||||||
| Professional fees | 323,693 | 642,694 | 496,634 | 319,001 | 98.6 | |||||||||||||||
| Bad debt written off | 183,732 | - | - | (183,732 | ) | (100.0 | ) | |||||||||||||
| Other miscellaneous expenses | 26,175 | 4,179 | 3,229 | (21,996 | ) | (84.0 | ) | |||||||||||||
| General and administrative expenses | 1,355,431 | 1,563,553 | 1,208,217 | 208,122 | 15.4 | |||||||||||||||
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General and administrative expenses consisted primarily of staff expenses, depreciation and amortization, lease expenses, medical and insurance expenses, transport and entertainment, professional fees, bad debt written off and other miscellaneous expenses. General and administrative expenses increased by S$208,122, or approximately 15.4%, from S$1,355,431 for the six months ended June 30, 2025, to S$1,563,553 (US$1,208,217) for the six months ended June 30, 2026.
Staff expenses increased by S$35,382, or 6.1%, to S$611,379 (US$472,436) for the six months ended June 30, 2026, compared with S$575,997 for the six months ended June 30, 2025, reflecting higher headcount-related costs to support business expansion. Depreciation and amortization rose by S$20,290, or 85.2%, from S$23,811 for the six months ended June 30, 2025 to S$44,101 (US$34,079) for the six months ended June 30, 2026, primarily due to higher depreciation and amortization changes during the period. Lease expenses increased by S$23,282, or 23.3%, to S$123,198 (US$95,200) for the six months ended June 30, 2026, compared with S$99,916 for the six months ended June 30, 2025, driven by higher office-related leasing costs. Medical and insurance expenses remained relatively flat, increasing by S$1,758, or 1.7%, from S$101,413 for the six months ended June 30, 2025 to S$103,171 (US$79,724) for the six months ended June 30, 2026. Transport and entertainment expenses grew by S$14,137, or 68.3%, from S$20,694 for the six months ended June 30, 2025 to S$34,831 (US$26,915) for the six months ended June 30, 2026, in connection with increased business activities.
Professional fees increased significantly by S$319,001, or 98.6%, to S$642,694 (US$496,634) for the six months ended June 30, 2026, compared with S$323,693 for the six months ended June 30, 2025, mainly due to additional professional service fees incurred for corporate legal compliance and listing-related advisory work during the period. Bad debt written off decreased by S$183,732, or 100.0%, as there was no bad-debt write-off recorded for the six months ended June 30, 2026, compared with S$183,732 for the six months ended June 30, 2025. Other miscellaneous expenses decreased by S$21,996, or 84.0%, from S$26,175 for the six months ended June 30, 2025 to S$4,179 (US$3,229) for the six months ended June 30, 2026, primarily due to reduction in sundry administrative charges and one-off miscellaneous costs recognized in the prior period.
Interest Expenses, Net
Interest expenses, net mainly included accrued interest from loans and borrowings, lease liabilities and amount due to a related party. Interest expenses, net decreased by S$10,528, or approximately 20.5% from S$51,346 for the six months ended June 30, 2025, to S$40,818 (US$31,542) for the six months ended June 30, 2026. This reduction was primarily due to a lower average debt balance, as the company did not take on any new borrowings during the period.
Other Income
Other income primarily consisted of interest income and other miscellaneous income. Other income increased by S$6,840 or approximately 12.1% from S$56,587 for the six months ended June 30, 2025, to S$63,427 (US$49,012) for the six months ended June 30, 2026. The increase was principally attributable to higher Jobs Credit received during the period, as well as higher interest income earned from short-term lending activities to a third party.
Income Tax Benefit (expenses)
Our income tax benefit was S$12,860 for the six months ended June 30, 2025, and our income tax expenses were S$51,755 (US$39,993) for the six months ended June 30, 2026. The income tax benefit for the six months ended June 30, 2025 was a result of a loss before taxes, while the income tax expense recorded for the six months ended June 30, 2026 was primarily attributable to taxable profit generated by our Singapore subsidiary during the period.
Net loss
As a result of the foregoing, our net loss decreased by S$192,916, or approximately 38.0%, from a net loss of S$508,113 for the six months ended June 30, 2025, to a net loss of S$315,197 (US$243,566) for the six months ended June 30, 2026.
Loss Per Share
Our loss per share decreased by approximately S$0.01, or 33.3%, from approximately S$0.04 loss per share for the six months ended June 30, 2025 to approximately S$0.03 loss per share for the six months ended June 30, 2026. Basic and diluted loss per share are identical for both periods as there were no potentially dilutive securities outstanding during either period. The computation of loss per share is based on the weighted-average number of outstanding ordinary shares, retrospectively adjusted for the effect of the reverse share split.
7
Liquidity and Capital Resources
As of December 31, 2025 and June 30, 2026, our cash balances amounted to approximately S$3,807,796 and S$1,724,107 ($1,332,283), respectively, and our current assets were S$9,919,477 and S$9,298,443 ($7,185,258), and our current liabilities were S$2,939,244 and S$2,635,285 ($2,036,386), respectively. For the six months ended June 30, 2025 and 2026, we generated net loss of S$508,113 and S$315,197 ($243,566), respectively. For the six months ended June 30, 2025 and 2026, the operating cash outflow were S$1,516,162 and S$2,100,618 ($1,623,226), respectively. The increase was primarily attributable to an increase in contract assets of approximately S$1.09 million, compared with a decrease of approximately S$0.60 million in the prior-year period, and an increase in prepaid expenses and other current assets of approximately S$0.51 million, compared with approximately S$0.10 million in the prior-year period. These effects were partially offset by a smaller decrease in accounts payable of approximately S$0.21 million, compared with approximately S$1.34 million in the prior-year period, and a lower net loss of approximately S$0.32 million, compared with approximately S$0.51 million in the prior-year period. The increase in prepaid expenses and other current assets primarily included refundable advance payments made under strategic M&A advisory arrangements.
In assessing our liquidity, the management believes that our current cash and working capital will be sufficient to support our continuous operations and meet our third parties’ payment obligations when liabilities fall due within the next 12 months from the date of issuance of the unaudited condensed consolidated financial statements.
Our liquidity needs are primarily driven by working capital requirements and operating expense obligations. As of the date of this report, we have funded our operations principally through our successful initial public offering in 2024 and a private placement in 2025. We have initiated efforts to optimize its operating cycle and enhance the timing and efficiency of collections from customers. Based on management’s current forecasts, the Company expects cash outflows from operating activities to decline significantly over the next twelve months as working capital management improves and operating efficiencies are realized. As of December 31, 2025, and June 30, 2026, our outstanding loans and borrowings amounted to S$576,751 and S$470,137 ($363,293), respectively, with annual interest rates ranging from 2.75% to 8.80% and repayment periods of between one to three years.
We believe that our current cash and loans from banks, the net proceeds from our initial public offering and improved working capital management from operations will be sufficient to meet our working capital needs in the next 12 months from the date of these unaudited condensed consolidated financial statements are issued. However, if we experience an adverse operating environment or incur unanticipated capital expenditures, or if we decide to accelerate our growth beyond our initial expectations, then additional financing may be required. No assurance can be provided, however, that additional financing, if necessary, would be available at all or on favorable terms. Such financing may include the use of additional debt or the sale of additional equity securities. Any financing which involves the sale of securities or instruments that are convertible into equity securities could result in immediate and possibly significant dilution to our existing shareholders.
Cash Flow Analysis
For the six months ended June 30, 2025 and 2026
The following table sets forth a summary of our cash flows for the periods indicated.
| For the six months ended June 30, | ||||||||||||
| 2025 | 2026 | 2026 | ||||||||||
| S$ | S$ | US$ | ||||||||||
| Net cash used in operating activities | (1,516,162 | ) | (2,100,618 | ) | (1,623,226 | ) | ||||||
| Net cash provided by investing activities | 1,300,000 | 447,360 | 345,692 | |||||||||
| Net cash provided by (used in) financing activities | 69,796 | (449,220 | ) | (347,130 | ) | |||||||
| Effect of foreign exchange on cash | (293,535 | ) | 18,789 | 14,519 | ||||||||
| Net changes in cash | (439,901 | ) | (2,083,689 | ) | (1,610,145 | ) | ||||||
| Cash at the beginning of the period | 3,373,424 | 3,807,796 | 2,942,428 | |||||||||
| Cash at the end of the period | 2,933,523 | 1,724,107 | 1,332,283 | |||||||||
8
Operating Activities
Changes in cash flow from operating activities from the six months ended June 30, 2025 to the six months ended June 30, 2026.
We had net cash used in operating activities of S$2,100,618 (US$1,623,226) for the six months ended June 30, 2026, compared to net cash used in operating activities of S$1,516,162 for the six months ended June 30, 2025. The increase in cash flow used in operating activities for six months ended June 30, 2026, is primarily a result of:
| (1) | an increase in contract assets of S$1,090,454 (US$842,635) for the six months ended June 30, 2026, as compared to a decrease in contract assets of S$596,515 for the six months ended June 30, 2025, primarily as a result of a higher volume of construction work performed during the current period for which revenue was recognized but had not yet been billed to customers as of June 30, 2026; and |
| (2) | an increase in prepaid expense and other assets of S$505,787 (US$390,841) for the six months ended June 30, 2026 as compared to an increase in other assets of S$102,692 for the six months ended June 30, 2025, primarily attributable to refundable advance payments made under strategic M&A advisory arrangements; and |
| (3) | a net loss of S$315,197 (US$243,566) for the six months ended June 30, 2026, as compared to a net loss of S$508,113 for the six months ended June 30, 2025, which partially offset the increase in net cash used in operating activities during the current period; and |
| (4) | a decrease in accounts payable of S$206,808 (US$159,804) for the six months ended June 30, 2026, as compared to a decrease in accounts payable of S$1,338,924 for the six months ended June 30, 2025, reflecting lower cash outflows used to settle accounts payables during the current period. |
Investing Activities
For the six months ended June 30, 2025, investing activities consisted solely of proceeds from the repayment of loans made to a third party, amounting to S$1,300,000 ($1,022,093).
For the six months ended June 30, 2026, net cash provided by investing activities was S$447,360 (US$345,692), consisting of proceeds of S$965,000 (US$745,692) from the repayment of loans made to a third party, partially offset by a prepayment of S$517,640 (US$400,000) for obtaining the patent license rights.
Financing Activities
For the six months ended June 30, 2025, net cash provided by financing activities was S$69,796 ($54,875) which was primarily consisting of proceeds from related party of S$999,610 ($785,919) and offset by repayment of amount due to related party of S$758,027 ($595,980).
For the six months ended June 30, 2026, net cash used in financing activities was S$449,220 (US$347,130), primarily consisting of payments to related parties of S$447,520 (US$345,816), repayments of loans and borrowings of S$106,614 (US$82,385), and payments for finance lease liabilities of S$25,086 (US$19,385), partially offset by proceeds from related parties of S$130,000 (US$100,456).
Contingencies
In the normal course of business, our company is subject to contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. Our company recognizes its liability for such contingency if it determines it is probable that a loss has occurred, and a reasonable estimate of the loss can be made. Our company may consider many factors in making these assessments including historical and the specific facts and circumstances of each matter.
9
In connection with a workplace incident that occurred at one of the Company’s construction projects in 2019, the Company was charged by the Ministry of Manpower under Section 12(1) of the Workplace Safety and Health Act and under Section 5 of the Building Control Act. In November 2025, the State Courts of Singapore imposed a total fine of S$250,000 on the Company, payable in ten monthly installments of S$25,000 commencing in November 2025.
As of December 31, 2025 and June 30, 2026, the outstanding balance of our fine obligation was S$200,000 and S$50,000 ($38,637), respectively. We subsequently paid the remaining balance in full, and no amount remained outstanding as of the date the unaudited condensed consolidated financial statements were available for issuance.
Capital Expenditures
No capital expenditures were incurred for the six months ended June 30, 2025 and 2026, as there were no purchases of property, plant, or equipment.
Off-Balance Sheet Commitments and Arrangements
We have not entered into any off-balance sheet financial guarantees or other off-balance sheet commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our unaudited condensed consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.
10
Exhibit 99.2
SPRINGVIEW HOLDINGS LTD
INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
F-1
SPRINGVIEW HOLDINGS LTD
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| As of December 31, | As of June 30, | |||||||||||
| 2025 | 2026 | 2026 | ||||||||||
| S$ (Audited) |
S$ (Unaudited) |
$ (Unaudited) |
||||||||||
| Assets | ||||||||||||
| Current assets | ||||||||||||
| Cash | ||||||||||||
| Accounts receivable, net | ||||||||||||
| Amount due from a related party | ||||||||||||
| Contract assets | ||||||||||||
| Loan receivable – third party | ||||||||||||
| Other assets – current | ||||||||||||
| Total current assets | ||||||||||||
| Non-current assets | ||||||||||||
| Property and equipment, net | ||||||||||||
| Right-of-use assets, net | ||||||||||||
| Contract assets - non-current | ||||||||||||
| Other assets – non-current | ||||||||||||
| Total non-current assets | ||||||||||||
| Total assets | ||||||||||||
| Liabilities and shareholders’ equity | ||||||||||||
| Current liabilities | ||||||||||||
| Accounts payable | ||||||||||||
| Contract liabilities | ||||||||||||
| Other payables and accruals | ||||||||||||
| Amount due to a related party | ||||||||||||
| Loans and borrowings – current | ||||||||||||
| Operating lease liabilities – current | ||||||||||||
| Finance lease liabilities – current | ||||||||||||
| Total current liabilities | ||||||||||||
| Non-current liabilities | ||||||||||||
| Deferred tax liabilities, net | ||||||||||||
| Loans and borrowings – non-current | ||||||||||||
| Operating lease liabilities – non-current | ||||||||||||
| Finance lease liabilities – non-current | ||||||||||||
| Total non-current liabilities | ||||||||||||
| Total liabilities | ||||||||||||
| Commitments and contingencies | ||||||||||||
| Shareholders’ equity | ||||||||||||
| *Class A Ordinary Shares, $ | ||||||||||||
| *Class B Ordinary Shares, $ | ||||||||||||
| Accumulated other comprehensive income | ||||||||||||
| Additional paid-in capital | ||||||||||||
| Accumulated deficit | ( | ) | ( | ) | ( | ) | ||||||
| Total shareholders’ equity | ||||||||||||
| Total liabilities and shareholders’ equity | ||||||||||||
| (1) | |
| (2) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-2
SPRINGVIEW HOLDINGS LTD
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE LOSS
| For the six months ended June 30, | ||||||||||||
| 2025 | 2026 | 2026 | ||||||||||
| S$ (Unaudited) |
S$ (Unaudited) |
$ (Unaudited) |
||||||||||
| Revenue | ||||||||||||
| Total revenue | ||||||||||||
| Cost of revenue | ( | ) | ( | ) | ( | ) | ||||||
| Total Cost of revenue | ( | ) | ( | ) | ( | ) | ||||||
| Gross profit | ||||||||||||
| Operating expenses | ||||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ||||||
| Other income (expenses) | ||||||||||||
| Interest expenses, net | ( | ) | ( | ) | ( | ) | ||||||
| Other income | ||||||||||||
| Total other income, net | ||||||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ||||||
| Income tax benefit (expenses) | ( | ) | ( | ) | ||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||
| Other comprehensive income (loss) | ||||||||||||
| Foreign currency translation adjustments | ( | ) | ||||||||||
| Total Comprehensive loss | ( | ) | ( | ) | ( | ) | ||||||
| Weighted average number of outstanding ordinary shares | ||||||||||||
| *Basic and diluted | ||||||||||||
| Loss per share | ||||||||||||
| Basic and diluted | ( | ) | ( | ) | ( | ) | ||||||
| (1) | All per share amounts and shares outstanding for all periods have been retroactively adjusted to reflect the 8-for-1 reverse share split for Class A ordinary share of SPRINGVIEW HOLDINGS LTD, which was effective on December 2, 2025. |
| (2) | The shares and per share information are presented on a retrospective basis to reflect the reorganization. |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-3
SPRINGVIEW HOLDINGS LTD
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF
CHANGES IN SHAREHOLDERS’ EQUITY
| Class A Ordinary shares |
Class B Ordinary shares |
Additional paid-in |
Accumulated other comprehensive | Accumulated | Total shareholders’ |
|||||||||||||||||||||||||||
| *Shares | Amount | *Shares | Amount | capital | income/(loss) | deficit | equity | |||||||||||||||||||||||||
| S$ | S$ | S$ | S$ | S$ | ||||||||||||||||||||||||||||
| Balance at January 1, 2025 | ( | ) | ||||||||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balance at June 30, 2025 (Unaudited) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balance at June 30, 2025 ($) (Unaudited) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Class A Ordinary shares |
Class B Ordinary shares |
Additional paid-in |
Accumulated other comprehensive | Accumulated | Total shareholders’ |
|||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | capital | income/(loss) | deficit | equity | |||||||||||||||||||||||||
| S$ | S$ | S$ | S$ | S$ | ||||||||||||||||||||||||||||
| Balance at January 1, 2026 | ( | ) | ||||||||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Class A ordinary shares to be issued | ( | ) | ||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | ||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 (Unaudited) | ( | ) | ||||||||||||||||||||||||||||||
| Balance at June 30, 2026 ($) (Unaudited) | ( | ) | ||||||||||||||||||||||||||||||
| (1) | All per share amounts and shares outstanding for all periods have been retroactively adjusted to reflect the 8-for-1 reverse share split for Class A ordinary share of SPRINGVIEW HOLDINGS LTD, which was effective on December 2, 2025. |
| (2) | The shares and per share information are presented on a retrospective basis to reflect the reorganization. |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-4
SPRINGVIEW HOLDINGS LTD
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the six months ended June 30, | ||||||||||||
| 2025 | 2026 | 2026 | ||||||||||
| S$ (Unaudited) |
S$ (Unaudited) |
$ (Unaudited) |
||||||||||
| Cash flows from operating activities | ||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
| Depreciation of property and equipment | ||||||||||||
| Amortization of right-of-use assets | ||||||||||||
| Provision for doubtful accounts | ||||||||||||
| Deferred tax (benefit) expenses | ( | ) | ||||||||||
| Changes in operating assets and liabilities | ||||||||||||
| Accounts receivable, net | ( | ) | ( | ) | ( | ) | ||||||
| Contract assets | ( | ) | ( | ) | ||||||||
| Accounts receivable due from a related party | ||||||||||||
| Prepaid expense and other current assets, net | ( | ) | ( | ) | ( | ) | ||||||
| Accounts payable | ( | ) | ( | ) | ( | ) | ||||||
| Other payables and accruals | ( | ) | ( | ) | ( | ) | ||||||
| Contract liabilities | ( | ) | ( | ) | ||||||||
| Lease liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ( | ) | ||||||
| Cash flows from investing activities | ||||||||||||
| Prepayment for exclusive patent license and development rights | ( | ) | ( | ) | ||||||||
| Proceeds from repayment of loans made to third party | ||||||||||||
| Net cash provided by investing activities | ||||||||||||
| Cash flows from financing activities | ||||||||||||
| Proceeds from related parties | ||||||||||||
| Repayment of amount to related parties | ( | ) | ( | ) | ( | ) | ||||||
| Repayment of loans and borrowings | ( | ) | ( | ) | ( | ) | ||||||
| Payments for finance lease liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Net cash provided by (used in) financing activities | ( | ) | ( | ) | ||||||||
| Effect of foreign exchange on cash | ( | ) | ||||||||||
| Net changes in cash | ( | ) | ( | ) | ( | ) | ||||||
| Cash at beginning of the period | ||||||||||||
| Cash at end of the period | ||||||||||||
| Supplement disclosures of cash flow information | ||||||||||||
| Interest paid | ||||||||||||
| Accrued interest on borrowings from a related party | 17,399 | |||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-5
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 and 2026
Note 1 — NATURE OF BUSINESS AND ORGANIZATION
Springview Holdings Ltd (the “Company” or “Springview (Cayman)”) is a holding company incorporated on
As at June 30, 2026, subsidiaries of the Company includes the following entity:
| Entity | Date of incorporation | Place of incorporation | Ownership | Principal activities | ||||
| Springview (BVI) Ltd (Springview (BVI)) | ||||||||
| Springview Enterprises Pte. Ltd. (Springview (S)) |
Pursuant to a group reorganization (the “Reorganization”) to rationalize the structure of the Company and its subsidiary in preparation for the listing of the Company’s shares, the Company became the holding company on December 1, 2023. The Company and its subsidiary were under common control of the shareholders and their entire equity interests were also ultimately held by the shareholders immediately prior to the Reorganization, which have been accounted for as reorganization of entities under common control at carrying value. The unaudited condensed consolidated financial statements are prepared on the basis as if the reorganization became effective as of the beginning of the first period presented in the accompanying unaudited condensed consolidated financial statements of the Company.
On October 17, 2024, the Company completed its initial public offering (“IPO”) of
Note 2 — LIQUIDITY
As of December 31, 2025, and June 30, 2026, the Company’s cash balances amounted to approximately S$
In assessing the Company’s liquidity, the management believes that the Company’s current cash and working capital will be sufficient to support the Company’s continuous operations and meet the Company’s third parties’ payment obligations when liabilities fall due within the next 12 months from the date of issuance of the unaudited condensed consolidated financial statements.
The Company’s liquidity needs are primarily driven by working capital requirements and operating expense obligations. As of the date of this report, the Company has funded its operations principally through its successful initial public offering in 2024 and a private placement in 2025. The Company has initiated efforts to optimize its operating cycle and enhance the timing and efficiency of collections from customers. Based on management’s current forecasts, the Company expects cash outflows from operating activities to decline significantly over the next twelve months as working capital management improves and operating efficiencies are realized.
As of December 31, 2025, and June 30, 2026, the Company’s outstanding loans and borrowings amounted to S$
The Company believes that the Company’s current cash, loans from banks, the net proceeds from the Company’s initial public offering, the private placement and improved working capital management from operations will be sufficient to meet the Company’s working capital needs in the next 12 months from the date the unaudited condensed consolidated financial statements are issued. However, if the Company experiences an adverse operating environment or incurs unanticipated capital expenditures, or if the Company decides to accelerate growth beyond the Company’s initial expectations, then additional financing may be required. No assurance can be provided, however, that additional financing, if necessary, would be available at all or on favorable terms. Such financing may include the use of additional debt or the sale of additional equity securities. Any financing which involves the sale of securities or instruments that are convertible into equity securities could result in immediate and possibly significant dilution to the Company’s existing shareholders.
F-6
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 2 — LIQUIDITY (cont.)
Based on the management’s assessment of the future liquidity and performance of the Company, the Company believes that the current cash and cash flows generated from the Company’s future operating will be sufficient to meet the cash requirements to fund planned operations and other commitments for at least the next twelve months from the date of the issuance of the unaudited condensed consolidated financial statements.
Note 3 — Summary of Significant Accounting Policies
Basis of presentation
The unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting. Certain information and footnote disclosures normally included in financial statements prepared in conformity with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these statements should be read in conjunction with the Company’s audited consolidated financial statements for the years ended December 31, 2024 and 2025.
In the opinion of the management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments, which are necessary for a fair presentation of financial results for the interim periods presented. The Company believes that the disclosures are adequate to make the information presented not misleading. The accompanying unaudited condensed consolidated financial statements have been prepared using the same accounting policies as used in the preparation of the Company’s consolidated financial statements for the year ended December 31, 2025. The results of operations for the six months ended June 30, 2026 are not necessarily indicative of the results for the full year.
Principles of consolidation
The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiary. All inter-company transactions and balances between the Company and its subsidiary have been eliminated upon consolidation. Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.
Risks and uncertainties
The main operations of the Company are in Singapore. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by political, economic, and legal environments in Singapore, as well as by the general state of the economy in Singapore. The Company’s results may be adversely affected by changes in the political, regulatory and social conditions in Singapore. The Company believes that it is following existing laws and regulations including its organization and structure disclosed in Note 1, such experience may not be indicative of future results.
Use of estimates and assumptions
The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. On an ongoing basis, management evaluates estimates, including but not limited to, those related to allowance for credit losses, determination of the useful lives of property and equipment, impairment of long-lived assets, right-of-use assets, financing lease liabilities, revenue recognition, allowance for deferred tax assets and contingencies. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable. As a result, management makes judgments regarding the carrying values of the Company’s assets and liabilities that are not readily apparent from other sources. Authoritative pronouncements, historical experience and information, information that is currently available to the Company and assumptions that the Company believes to be reasonable under the circumstances are used as the basis for making estimates and judgements. Actual results may differ from these estimates.
F-7
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Summary of Significant Accounting Policies (cont.)
Foreign currency translation
The accompanying unaudited condensed consolidated financial statements are presented in the Singapore Dollars (“S$”), which is the reporting currency of the Company. The functional currency of the Company in the Cayman Islands is United States Dollars (“$”), its subsidiaries which are incorporated in British Virgin Islands and Singapore are United States Dollars (“$”) and Singapore Dollars (“S$”) respectively, which are their respective local currencies based on the criteria of ASC 830, “Foreign Currency Matters”.
In the unaudited condensed consolidated financial statements of the Company, transactions in currencies other than the functional currency are measured and recorded in the functional currency using the exchange rate in effect at the date of the transaction. At the balance sheet date, monetary assets and liabilities that are denominated in currencies other than the functional currency are translated into the functional currency using the exchange rate at the balance sheet date.
For subsidiaries whose functional currencies differ from the Company’s reporting currency, assets and liabilities are translated into the reporting currency at period-end exchange rates, and income and expense items are translated at average exchange rates for the period. Resulting foreign currency translation adjustments are recorded in accumulated other comprehensive income (loss).
Convenience translation
Translations of amounts in the unaudited condensed consolidated balance sheet, unaudited condensed consolidated statements of operations and comprehensive loss and unaudited condensed consolidated statements of cash flows from S$ into $ as of and for the six months ended June 30, 2026 are solely for the convenience of the reader and were calculated at the noon buying rate of $
Cash
Cash consists of demand deposit placed with commercial banks, which is unrestricted as to withdrawal and use and have original maturities of less than three months. Cash balances in bank accounts in Singapore with maximum amount of S$
Accounts receivable, net
The Company considered various factors, including nature, historical collection experience, the age of the accounts receivable balances, credit quality and specific risk characteristics of its customers, current economic conditions, forward-looking information including economic, regulatory, technological, environmental factors (such as industry prospects, GDP, employment, etc.), reversion period, and qualitative and quantitative adjustments to develop an estimate of credit losses. The Company has adopted the loss rate method to calculate the credit loss and considered the relevant factors of the historical and future conditions of the Company to make reasonable estimation of the risk rate.
Financial assets are presented as net of the allowance for credit losses in the unaudited condensed consolidated balance sheets. The measurement of the allowance for credit losses is recognized through current expected credit loss expense. Current expected credit loss expense is included as a component of general and administrative expenses in the unaudited condensed consolidated statements of operations and comprehensive loss. Write-offs are recorded in the period in which the asset is deemed to be uncollectible. As of December 31, 2025 and June 30, 2026, the allowance for credit losses of accounts receivable was S$
F-8
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Summary of Significant Accounting Policies (cont.)
Other assets
Other assets, current and non-current, primarily consist of prepaid expenses, advance to suppliers and deposits for leases and tenders. These amounts bear no interest. Management reviews its prepayments, advances and refundable deposits placed with counterparties on regular basis to determine whether their carrying value has become impaired. The Company considers the assets to be impaired if the realizability becomes doubtful. As of December 31, 2025 and June 30, 2026, no allowance was deemed necessary.
Loan receivable – third party, net
Loan receivable – third party, net represents a loan offered to a third party with interest. Loan receivable, third party, net are initially recognized at fair value which is the cash disbursed to originate loan, measured subsequently at amortized cost using the effective interest method, net of allowance that reflects the Company’s best estimate of the amounts that will not be collected. As of December 31, 2025 and June 30, 2026, there was and credit loss recorded, respectively.
Property and equipment, net
Property and equipment are stated at cost, less accumulated depreciation, and impairment loss, if applicable. Depreciation is computed using the straight-line method after consideration of the estimated useful lives.
| Useful life | ||||
| Office equipment | ||||
| Computer equipment |
The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the unaudited condensed consolidated statements of operations and comprehensive loss. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterment, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.
Impairment for long-lived assets
The Company’s long-lived assets with finite lives, including property and equipment, net are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognizes an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company will reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. For the six months ended June 30, 2025 and 2026, impairment of long-lived assets was recognized.
F-9
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Summary of Significant Accounting Policies (cont.)
Fair value measurement
Accounting guidance defines fair value as the exchange price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability.
Accounting guidance establishes a three-level fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs that may be used to measure fair value are as follows:
| ● | Level 1 applies to assets or liabilities for which there are quoted prices, in active markets for identical assets or liabilities. |
| ● | Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical asset or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. |
| ● | Level 3 applies to asset or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. |
The Company considers the carrying value of its financial assets and liabilities, which consist of cash, accounts receivable, amount due from a related party, contract assets and contract liabilities, prepayments and other assets-current, accounts payable, lease liabilities-current, other payables and accruals, amount due to a related party, loans and borrowings-current approximate the fair value of the respective assets and liabilities as of December 31, 2025 and June 30, 2026 due to their short-term nature.
Contract assets and contract liabilities
Construction projects with performance obligations recognized over time that have revenue recognized to date in excess of cumulative billings are reported on the Company’s unaudited condensed consolidated balance sheets as “contract assets”. Contract retentions, included in contract assets, represent amounts withheld by clients, in accordance with underlying contract terms until certain conditions are met. Provisions for estimated losses of contract assets on uncompleted contracts are made in the period in which such losses are determined. The majority of these amounts are expected to be billed and collected from clients within twelve months and are classified as current assets. Contract assets not expected to be billed and collected within twelve months are classified as non-current contract assets on the unaudited condensed consolidated balance sheets.
Contract liabilities on uncompleted construction contracts represent the amounts of cash collected from clients, billings to clients on contracts in advance of work performed and revenue recognized and provisions for losses. The majority of these amounts are expected to be earned within twelve months and are classified as current liabilities.
Leases
The Company accounts for leases under ASC 842. The Company determines if an arrangement is a lease at inception. A lease is classified at the inception date as either a finance lease or an operating lease. As the lessee, a lease is a finance lease when the lease meets any of the following criteria at lease commencement:
| a) | The lease transfers ownership of the underlying asset to the lessee by the end of the lease term; |
| b) | The lease grants the lessee an option to purchase the underlying asset that the Company is reasonably certain to exercise; |
| c) | The lease term is for |
| d) | The present value of the sum of the lease payments equals or exceeds |
| e) | The underlying asset is of such as specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. |
F-10
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Summary of Significant Accounting Policies (cont.)
Leases that do not meet any of the above criteria are accounted for as operating leases.
The Company entered into lease agreements as lessee to lease motor vehicles, office equipment and buildings from third parties.
The Company accounts for those motor vehicle and office equipment leases in accordance with ASC 842. The two primary accounting provisions the Company uses to classify transactions as financing leases or operating leases are (i) the lease transfers ownership of the underlying asset to the lessee by the end of the lease term and (ii) the lease term is for
The Company accounts for those building leases in accordance with ASC 842. The Company believes that the building leases agreements do not contain nor meet any of the five primary accounting provisions the Company uses to classify transactions as financing leases. The building leases are classified as operating leases.
Finance lease assets and operating leases are included in right-of-use (“ROU”) assets, and finance lease liabilities are included in current and non-current finance lease liabilities, while operating lease liabilities are included in current and non-current operating lease liabilities, in the Company’s consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Finance and operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.
When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option. The Company used the rate implicit in the lease, if available, or the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.
The Company elected the practical expedients under ASC 842 that does not require the Company to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or fewer, the Company elected not to recognize lease assets and liabilities on its consolidated balance sheets.
The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. For the six months ended June 30, 2025 and 2026, the Company did not recognize impairment loss on its finance and operating lease ROU assets.
Revenue recognition
The Company recognizes revenue to depict the transfer of promised goods or services (that is, an asset) to customers in an amount that reflects the consideration to which the Company expects to receive in exchange for those services. The following five steps defined under Accounting Standards Codification 606, Revenue from Contracts with Customers (“ASC 606”) are applied to achieve the core principle of revenue standard:
| (i) | Identify the contract with the customer |
| (ii) | Identify the performance obligations in the contract |
| (iii) | Determine the transaction price |
F-11
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Summary of Significant Accounting Policies (cont.)
| (iv) | Allocate the transaction price to the performance obligations in the contract |
| (v) | Recognize revenue when the company satisfies a performance obligation |
The Company generates revenue mainly from construction projects with the following major categories of works: (i) new construction, (ii) reconstruction, (iii) A&A, and (iv) other general contracting services, such as renovation and design consultation. For new construction, the existing house will be demolished, and a new house will be rebuilt. Reconstruction works involve replacement of substantial part of the house. For A&A works, minor modifications are made to existing structures within the existing building requirements while other general contracting services include renovation and design consultation services.
The following table shows the Company’s revenue by revenue categories for the periods indicated.
| For the six months ended June 30, | ||||||||||||
| 2025 (Unaudited) | 2026 (Unaudited) | 2026 (Unaudited) | ||||||||||
| S$ | S$ | $ | ||||||||||
| New construction | ||||||||||||
| Reconstruction | ||||||||||||
| A&A | ||||||||||||
| Other general contracting services | ||||||||||||
| Total revenue | ||||||||||||
The Company assessed that the four major categories of revenue share the substantially the same characteristics and nature of terms in its contracts with customers and follows the same pattern of transfer of promised services to customers, and thus apply the same revenue recognition policies to all its revenue.
The Company enters into construction contracts with customers that create enforceable rights and obligations and for which it is probable that the Company will collect the consideration to which it will be entitled as services are transferred to the customers. It is standard practice for the Company to have the agreements with the Company’s customers in writing. All the agreements have commercial substance, as each contract with the customer has payment terms specified based upon fulfilment of certain conditions and agreed methods charged on monthly basis. The Company will submit monthly progress claim to its customer, and after the Company receives the interim progress certificate from the customer, the Company will issue a tax invoice to the customer. As the Company’s customers are required to pay at different billing stages over the contract period, such progress payments limit the Company’s exposure to credit risk. The company also reasonably expects that the effects on the financial statements of applying ASC 606 to the portfolio of contracts would not differ materially from applying ASC 606 to the individual contracts within that portfolio.
The Company is responsible for a series of work including but not limited to those stated under the scope of work, which can include the design of the project, obtaining the relevant permits and approvals from authorities, engineering, site clearance, procurement of materials, construction and interior fitting-out/installation as part of the contract. This comprehensive scope includes any required rework to meet owner specifications, which may result in additional costs beyond initial budget. The Company believes these services are not distinct as they are highly interrelated and the contract includes a significant service of integrating the various services into the combined work the customer is contracting for, which is the completed property. The contracts may include retentions paid at the end of the project as a warranty to ensure the Company meets the contract requirements. However, since the customer does not have the option to separately purchase the warranty and there are no additional services to the customer during the retention period, such warranty is not recognized as a separate performance obligation. The Company has concluded that the promises to be delivered on the construction contract would be one single performance obligation, and therefore no allocation of the transaction price is required.
The Company’s contracts with each customer are with fixed price and provide for milestone billings based upon the attainment of specific project objectives to ensure the Company meets the contractual requirements. The contract does not have variable consideration. However, the contract subject to modification in the form of unpriced or pending change orders or claims that either increase or decrease the contract price. Contract modification is accounted for as part of the existing contract as the remaining work is not distinct and form part of a single performance obligation that is partially satisfied at the date of the contract modification. The impact of contract modification has on the contract price and the Company’s measure of progress towards complete satisfaction of the performance obligation is recognized as a cumulative catch-up adjustment to revenue at the date of contract modification.
F-12
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Summary of Significant Accounting Policies (cont.)
The Company is not required to assess whether a contract contains a significant financing component if the Company expects, at contract inception, that the period between payment by the customers and the transfer of promised services to the customers will be less than one year. Further, the Company believes that with its monthly progress billings there is no financing component in its contracts. There are no non-cash and payable consideration for any services provided by the Company.
The Company recognizes revenue based on the Company’s actual contract costs incurred to the satisfaction of a performance obligation relative to the total estimated costs for the satisfaction of that performance obligation. This input method faithfully depicts the transfer of value to the customer when the Company is satisfying a performance obligation that includes several interrelated tasks or activities for a combined output that requires the Company to coordinate the work of subcontracts and employees. Contract costs typically include direct labor, subcontract, professional costs, material and indirect costs related to contract performance. Changes in estimated costs to complete these obligations result in adjustments to revenue on a cumulative catch-up basis, which causes the effect of revised estimates to be recognized in the current period. There were additional costs incurred due to maintaining relationship with certain customers who require additional work for renovation. The Company incurred additional costs to satisfy the customers’ additional demand and the Company expects this type of additional costs to be rare exceptions. In consideration of the change of total budget is a change of estimate, it would have impact to reduce the revenue of S$
When the current estimates of the total amount of consideration expected to be received in exchange for transferring promised goods or services to the customer, and contract costs indicate a loss, a provision for the entire loss on the contract is made as soon as the loss become evident. An adjustment is also made to reflect the effects of the customer’s credit risk. The loss on a contract is reported as an additional contract cost (an operating expenses), and not as a reduction of revenue or a non-operating expense. The total loss on contracts is negligible for the six months ended June 30, 2025 and 2026.
The Company recognizes revenue over time for all projects throughout the contract period.
Warranty
The Company generally provides limited warranties for work performed under its contracts. At the time a sale or service provided is recognized, the Company records estimated future warranty costs under ASC 460. At completion, costs for warranties are estimated and these warranties are not service warranties separately sold by the Company. The estimated claim rates of warranty are based on actual warranty experience or Company’s best estimate. There were no such reserves for the six months ended June 30, 2025 and 2026 because the Company’s historical warranty expenses were immaterial to the Company’s unaudited condensed consolidated financial statements.
Cost of revenue
Cost of revenue for construction contracts primarily consisted of material costs, subcontracting costs, direct labor costs, rental of equipment and other expenses incurred in contract performance. These costs are expenses as incurred.
Borrowing costs
All borrowing costs are recognized in interest expenses in the consolidated statement of operations and comprehensive loss in the period in which they are incurred.
Selling, General and administrative expenses
Selling, general and administrative expenses consist primarily of advertising and marketing expenses, motor vehicle running expenses, travelling and entertainment and general administrative expenses such as staff costs, rental expenses, depreciation, legal and professional fees and other miscellaneous administrative expenses.
F-13
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Summary of Significant Accounting Policies (cont.)
Employee benefit
Defined contribution plan
The Company participates in the national pension schemes as defined by the laws of Singapore’s jurisdictions in which it has operations. Contributions to defined contribution pension schemes are recognized as an expense in the period in which the related service is performed.
Government grants
Government grants are compensation for expenses already incurred or for the purpose of giving immediate financial support to the Company. The government evaluates the Company’s eligibility for the grants on a consistent basis, and then makes the payment. Therefore, there are no restrictions on the grants.
are recognized when received and all the conditions for their receipt have been met and are recorded as part of “other income”. The total grants received from the Singapore Government were S$
Income taxes
The Company accounts for income taxes under ASC 740. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred taxes are accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the unaudited condensed consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is more likely than not that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.
An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than
As of June 30, 2026, the tax years ended December 31, 2021 through 2025 for the Company’s Singapore subsidiary remain open for statutory examination by Singapore tax authorities.
Related parties’ transactions
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence, such as a family member or relative, shareholder, or a related corporation.
F-14
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Summary of Significant Accounting Policies (cont.)
Commitments and contingencies
In the normal course of business, the Company is subject to contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes its liability for such contingency if it determines it is probable that a loss has occurred, and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments including historical and the specific facts and circumstances of each matter. As of December 31, 2025 and June 30, 2026, the outstanding balance of the fine obligation was S$
Loss per share
The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average number of ordinary shares outstanding for the period. Diluted EPS presents the diluted effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. As of December 31, 2025 and June 30, 2026, there were dilutive shares.
Segment reporting
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280)” (“ASU 2023-07”). The amendments in ASU 2023-07 improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision useful financial analyses.
In accordance with ASC 280, Segment Reporting, an operating segment is identified as a component of an enterprise that engages in business activities about which separate discrete financial information and operating results is the Company’s CODM has been identified as the Chief Executive Officer. The Company operates and manages its business as a single segment – in the development of construction projects. The Company’s CODM assesses performance for the segment and decides how to allocate resources by regularly reviewing the segment net income (loss) that also is reported as unaudited condensed consolidated net loss on the statement of operations and comprehensive loss, after taking into account the Company’s strategic priorities, its cash balance, and its expected use of cash. Further, the CODM reviews and utilizes revenue (i.e., commercial customers and residential customers), cost of revenue (i.e., subcontracting costs, material costs, labor costs, equipment rental and site costs, and other direct costs, and operating expenses (i.e., staff expenses, depreciation and amortization, lease expenses, transport and entertainment, professional fees, and other miscellaneous expenses) at the consolidated level to manage the Company’s operations. Other segment items included in interest expenses, net, other income, and income tax (expenses) benefit, which are reflected in the segment and unaudited condensed consolidated net loss. The measure of segment assets is reported on the unaudited condensed consolidated balance sheet as total consolidated assets.
F-15
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Summary of Significant Accounting Policies (cont.)
Significant Risks
Currency risk
The Company’s operating activities are transacted in S$. Foreign exchange risk may arise from future commercial transactions, and from fluctuations and the degree of volatility of foreign exchange rates between $ and S$.
Concentration and Credit Risk
Financial instruments that potentially subject the Company to the concentration of credit risks consist of cash, accounts receivable, and accounts receivable – a related party and contract assets. The maximum exposures of such assets to credit risks are their carrying amounts as of the balance sheet dates. The Company deposits its cash with financial institutions located in Singapore and United States of America. As of December 31, 2025 and June 30, 2026, S$
For the credit risk related to accounts receivable, the Company performs periodic credit evaluations of its customers’ financial condition and generally does not require collateral. The Company determines its allowance for credit losses for account receivable using an aging schedule. The Company estimates the credit loss rates based on historical loss information, aging of receivables and current, reasonable and supportable management’s judgements, considering. forecasted economic conditions compared to the economic conditions using the historical information. The management believes that its contract acceptance, billing and collection policies are adequate in minimizing material credit risk. Application of progress payment of contract works is made on a regular basis. The Company seeks to maintain strict control over its outstanding receivables.
Credit risk on accounts receivable – a related party is not significant as the timing of payment is controlled by common director and shareholders taking into account cash flow requirements of the Company and there has been no significant increase in the risk of default nor impairment recognized on the amounts due from a related party since initial recognition.
For the credit risk related to contract assets, the Company performs periodic credit evaluations of its customers’ financial condition and generally does not require collateral. The Company determines its allowance for credit losses for contract assets by assessing the historical loss information and current, reasonable and supportable management’s judgements.
For the six months ended June 30, 2025, five customers accounted for approximately
As of December 31, 2025, two customers accounted for approximately
For the six months ended June 30, 2025 and 2026, the Company did not have significant suppliers or subcontractors accounting for more than 10% of total purchases.
F-16
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Summary of Significant Accounting Policies (cont.)
The table below sets out the suppliers or subcontractors who accounted for 10% or more of the Company’s total accounts payable as of December 31, 2025 and June 30, 2026.
| Percentage of accounts payable (%) | ||||||||||
| Name of Supplier/Subcontractor | Products/services supplied | As of December 31, 2025 | As of June 30, 2026 (Unaudited) | |||||||
| Subcontractor A | ||||||||||
| Subcontractor B | ||||||||||
Interest rate risk
Fluctuations in market interest rates may negatively affect the Company’s financial condition and results of operations. The Company is exposed to floating interest rate on cash deposit and floating rate borrowings, and risks due to changes in interest rates is not material. The Company has not used any derivative financial instruments to manage interest rate exposure.
Recently issued accounting pronouncements
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Both early adoption and retrospective application are permitted. The Company is currently evaluating the impact that the adoption of these standards will have on its consolidated financial statements.
In July 2025, the FASB has released ASU 2025-05, Financial Instruments — Credit Losses — Measurement of Credit Losses for Accounts Receivable and Contract Assets. The purpose of this update is to address challenges encountered when applying the guidance in Topic 326 Financial Instruments—Credit Losses to current accounts receivable and current contract assets arising from transactions accounted for under Topic 606 Revenue from Contracts with Customers. ASU 2025-05 is effective for entities that apply the practical expedient when estimating expected credit losses on current accounts receivable and/or current contract assets arising from transactions under Topic 606, including those assets acquired in a transaction accounted for under Topic 805 Business Combinations, for annual reporting periods beginning after December 15, 2025, and interim reporting periods within annual reporting periods for all entities. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. The Company is currently evaluating the impact that the adoption of these standards will have on its unaudited condensed consolidated financial statements.
ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. In September 2025, the FASB issued this ASU to modernize the accounting for internal-use software costs, primarily by simplifying the requirements to capitalize software development costs. This update is effective beginning with the Company’s 2028 fiscal year annual reporting period, with early adoption permitted. The Company is in the process of evaluating the impact of the new guidance on its consolidated financial statements.
ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. In December 2025, the FASB issued this ASU to establish authoritative guidance on the accounting for government grants received by business entities. This update is effective beginning with the Company’s 2029 fiscal year annual reporting period, with early adoption permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures.
F-17
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Summary of Significant Accounting Policies (cont.)
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The purpose of this update is to improve the clarity and organization of interim reporting guidance and to enhance the disclosure requirements applicable to interim financial statements. ASU 2025-11 does not change the fundamental principles of interim reporting but clarifies the scope and presentation of required disclosures. A public business entity shall apply for interim reporting periods within annual reporting periods beginning after December 15, 2027. An entity other than a public business entity shall apply for interim reporting periods within annual reporting periods beginning after December 15, 2028. The Company is currently evaluating the impact that the adoption of this standard will have on its interim reporting disclosures.
Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated balance sheets, unaudited condensed consolidated statements of operations and comprehensive loss and unaudited condensed consolidated statements of cash flows.
Note 4 — ACCOUNTS RECEIVABLE, NET
Accounts receivable, net consisted of the following:
| As of | As of June 30, | |||||||||||
| December 31, 2025 | 2026 (Unaudited) | 2026 (Unaudited) | ||||||||||
| S$ | S$ | $ | ||||||||||
| Accounts receivable | ||||||||||||
| Less: Allowance for credit losses | ( | ) | ( | ) | ( | ) | ||||||
| Accounts receivable, net | ||||||||||||
Movements of allowance for credit losses are as follows:
| As of | As of June 30, | |||||||||||
| December 31, 2025 | 2026 (Unaudited) | 2026 (Unaudited) | ||||||||||
| S$ | S$ | $ | ||||||||||
| Allowance for expected credit losses, beginning | ||||||||||||
| Additions | ||||||||||||
| Allowance for expected credit losses, ending | ||||||||||||
F-18
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 5 — CONTRACT ASSETS (LIABILITIES)
Contract assets consisted of the following:
| As of | As of June 30, | |||||||||||
| December 31, 2025 | 2026 (Unaudited) | 2026 (Unaudited) | ||||||||||
| S$ | S$ | $ | ||||||||||
| Revenue recognized to date | ||||||||||||
| Less: Progress billings to date | ||||||||||||
| Contract assets | ||||||||||||
| Contract assets – current | ||||||||||||
| Contract assets – non-current | ||||||||||||
Contract assets are classified as current and non-current based on whether they have exceeded the maintenance period.
While the project has been completed, the Company continues to provide maintenance services and is progressively recovering the associated Contract asset. Based on the Company’s assessment, there is a high likelihood of full recovery for this contract asset. Consequently, no impairment provision is deemed necessary for this project at this time.
The movement in contract liabilities is as follows:
| As of | As of June 30, | |||||||||||
| December 31, 2025 | 2026 (Unaudited) | 2026 (Unaudited) | ||||||||||
| S$ | S$ | $ | ||||||||||
| Balance at beginning of the year/period | ||||||||||||
| Decrease in contract liabilities as a result of recognizing revenue during the year was included in the contract liabilities at the beginning of the year | ( | ) | ||||||||||
| Increase in contract liabilities as a result of billings in advance of performance obligation under contracts | ||||||||||||
| Balance at end of the year/period | ||||||||||||
Note 6 — LOAN RECEIVABLE - THIRD PARTY
Loan receivable – third party, net consisted of the following:
| As of | As of June 30, | |||||||||||
| December 31, 2025 | 2026 (Unaudited) | 2026 (Unaudited) | ||||||||||
| S$ | S$ | $ | ||||||||||
| Borrower A | ||||||||||||
| Loan receivable – third party | ||||||||||||
The Company provided a term loan to Borrower A, an independent third party, in the principal amount of S$
As of the date of the issuance of unaudited condensed consolidated financial statements, the Company has collected S$
F-19
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 7 — OTHER ASSETS
Other assets — current consisted of the following:
| As of | As of June 30, | |||||||||||
| December 31, 2025 | 2026 (Unaudited) | 2026 (Unaudited) | ||||||||||
| S$ | S$ | $ | ||||||||||
| Prepayments | ||||||||||||
| Short-term deposits | ||||||||||||
| Interest receivable from a third party | ||||||||||||
| Other assets – current | ||||||||||||
Other assets — non-current consisted of the following:
| As of | As of June 30, | |||||||||||
| December 31, 2025 | 2026 (Unaudited) | 2026 (Unaudited) | ||||||||||
| S$ | S$ | $ | ||||||||||
| Advance to suppliers | ||||||||||||
| Long-term deposits | ||||||||||||
| Other assets – non-current | ||||||||||||
Prepayments as of June 30, 2026 primarily included i) advance payments made for the exclusive patent license and development rights regarding drainage joint technology in the amount of S$
Short-term deposits include deposits for tenders while long-term deposits primarily include deposits for leases.
Note 8 — PROPERTY AND EQUIPMENT, NET
Property and equipment, net, consist of the following:
| As of | As of June 30, | |||||||||||
| December 31, 2025 | 2026 (Unaudited) | 2026 (Unaudited) | ||||||||||
| S$ | S$ | $ | ||||||||||
| Computers | ||||||||||||
| Office equipment | ||||||||||||
| Subtotal | ||||||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ( | ) | ||||||
| Property and equipment, net | ||||||||||||
Depreciation expenses of owned assets for the year ended December 31, 2025 and for the six months ended June 30, 2026 amounted to S$
impairment loss had been recognized during the year ended December 31, 2025 and for the six months ended June 30, 2026.
F-20
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 9 — LEASES
Finance leases as lessee
As of December 31, 2025 and June 30, 2026, the Company has finance leases on its unaudited condensed consolidated balance sheets for hire purchase of motor vehicle and lease of office equipment.
The following table shows finance lease liabilities and the associated financial statement line items:
| As of | As of June 30, | |||||||||||
| December 31, 2025 | 2026 (Unaudited) | 2026 (Unaudited) | ||||||||||
| S$ | S$ | $ | ||||||||||
| Liabilities | ||||||||||||
| Finance lease liabilities – current | ||||||||||||
| Finance lease liabilities – non-current | ||||||||||||
| Total | ||||||||||||
As of December 31, 2025 and June 30, 2026, “Right-of-use assets, net” consisted of the following:
| As of | As of June 30, | |||||||||||
| December 31, 2025 | 2026 (Unaudited) | 2026 (Unaudited) | ||||||||||
| S$ | S$ | $ | ||||||||||
| Motor vehicles under hire purchase | ||||||||||||
| Leased office equipment | ||||||||||||
| Less: Accumulated amortization | ( | ) | ( | ) | ( | ) | ||||||
| Right-of-use assets (finance lease), net | ||||||||||||
Information related to finance lease activities during the periods are as follows:
| For the six months ended June 30, | ||||||||||||
| 2025 (Unaudited) | 2026 (Unaudited) | 2026 (Unaudited) | ||||||||||
| S$ | S$ | $ | ||||||||||
| Finance lease expenses | ||||||||||||
| Amortization | ||||||||||||
| Interest of financing lease liabilities | ||||||||||||
F-21
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 9 — LEASES (cont.)
Future finance lease payments as of June 30, 2026 (unaudited) are detailed as follows:
| For the year ending June 30, | S$ | $ | ||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 and thereafter | ||||||||
| Total future lease payment | ||||||||
| Less: Imputed interest | ( | ) | ( | ) | ||||
| Present value of finance lease liabilities | ||||||||
| Less: Current portion | ( | ) | ( | ) | ||||
| Long-term portion of finance lease liabilities | ||||||||
The following table shows the weighted-average lease terms and discount rates for finance leases:
| As of December 31, 2025 | As of June 30, 2026 (Unaudited) | |||||||
| Weighted average remaining lease term (Years) | ||||||||
| Finance leases | ||||||||
| Weighted average discount rate (%) | ||||||||
| Finance leases | ||||||||
Operating leases as lessee
As of December 31, 2025 and June 30, 2026, the Company has operating leases on its unaudited condensed consolidated balance sheets rentals of leasehold buildings.
The following table shows operating lease liabilities and the associated financial statement line items:
| As of | As of June 30, | |||||||||||
| December 31, 2025 | 2026 (Unaudited) | 2026 (Unaudited) | ||||||||||
| S$ | S$ | $ | ||||||||||
| Liabilities | ||||||||||||
| Operating lease liabilities – current | ||||||||||||
| Operating lease liabilities – non-current | ||||||||||||
| Total | ||||||||||||
F-22
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 9 — LEASES (cont.)
As of December 31, 2025 and June 30, 2026, “Right-of-use assets, net” consisted of the following:
| As of | As of June 30, | |||||||||||
| December 31, 2025 | 2026 (Unaudited) | 2026 (Unaudited) | ||||||||||
| S$ | S$ | $ | ||||||||||
| Leasehold buildings | ||||||||||||
| Less: Accumulated amortization | ( | ) | ( | ) | ( | ) | ||||||
| Right-of-use assets (operating lease), net | ||||||||||||
Information related to operating lease activities during the periods are as follows:
| For the six months ended June 30, | ||||||||||||
| 2025 (Unaudited) | 2026 (Unaudited) | 2026 (Unaudited) | ||||||||||
| S$ | S$ | $ | ||||||||||
| Operating lease expenses | ||||||||||||
| Amortization | ||||||||||||
| Interest of operating lease liabilities | ||||||||||||
Future operating lease payments as of June 30, 2026 are detailed as follows:
| For the year ending June 30, | S$ | $ | ||||||
| 2027 | ||||||||
| 2028 and thereafter | ||||||||
| Total future lease payment | ||||||||
| Less: Imputed interest | ( | ) | ( | ) | ||||
| Present value of operating lease liabilities | ||||||||
| Less: Current portion | ( | ) | ( | ) | ||||
| Long-term portion of operating lease liabilities | ||||||||
The following table shows the weighted-average lease terms and discount rates for operating leases:
| As of | As of June 30, | |||||||
| December 31, 2025 | 2026 (Unaudited) | |||||||
| Weighted average remaining lease term (Years) | ||||||||
| Operating leases | ||||||||
| Weighted average discount rate (%) | ||||||||
| Operating leases | ||||||||
F-23
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 10 — LOANS AND BORROWINGS
Long-term and short-term loans and borrowings are as follows:
| As of | As of June 30, | |||||||||||
| December 31, 2025 | 2026 (Unaudited) | 2026 (Unaudited) | ||||||||||
| S$ | S$ | $ | ||||||||||
| Total loans and borrowings | ||||||||||||
| Less: loans and borrowings – current | ||||||||||||
| Loans and borrowings – non-current | ||||||||||||
Bank borrowings are comprised of the following:
| As of | As of June 30, | |||||||||||||||||||||
| Loans and borrowings | Principal amount | Maturity Date | Interest Rate | Repayment Method | December 31, 2025 | 2026 (Unaudited) | 2026 (Unaudited) | |||||||||||||||
| S$ | S$ | S$ | $ | |||||||||||||||||||
| ANEXT Bank Loan | 2028 | |||||||||||||||||||||
| Standard Chartered Bank Business Installment Loan | ||||||||||||||||||||||
| OCBC Business Term Loan | ||||||||||||||||||||||
| DBS SME Working Capital Loan II | ||||||||||||||||||||||
| Total loans and borrowings | ||||||||||||||||||||||
F-24
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 10 — LOANS AND BORROWINGS (cont.)
For the year ended December 31, 2025 and the six months ended June 30, 2026, the effective interest rate of the Company’s loans and borrowings ranges from
Interest expenses arising from the Company’s loans and borrowings for the year ended December 31, 2025 and the six months ended June 30, 2026 amounted to S$
All loans and borrowings are secured over the joint and several personal guarantees from Ms. Siew Yian Lee and Mr. Heng Kong Chuan, the director and shareholders of the Company.
The maturity dates for the Company’s outstanding loans and borrowings as of June 30, 2026 are as follows:
| For the year ending June 30, | S$ | $ | ||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| Total loans and borrowings | ||||||||
| Less: Imputed interest | ( | ) | ( | ) | ||||
| Present value of loans and borrowings | ||||||||
Note 11 — OTHER PAYABLES AND ACCRUALS
The components of other payables and accruals are as follows:
| As of | As of June 30, | |||||||||||
| December 31, 2025 | 2026 (Unaudited) | 2026 (Unaudited) | ||||||||||
| S$ | S$ | $ | ||||||||||
| Accrued expenses | ||||||||||||
| Other payables | ||||||||||||
| GST payable, net | ||||||||||||
| Other payables and accruals | ||||||||||||
Accrued expenses mainly consisted of staff expenses and professional service fees and costs incurred for operating activities which are yet to bill. Other payables included the provision for legal claims amounting to S$
F-25
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 12 — OTHER INCOME
| For the six months ended June 30, | ||||||||||||
| 2025 (Unaudited) | 2026 (Unaudited) | 2026 (Unaudited) | ||||||||||
| S$ | S$ | $ | ||||||||||
| Interest income | ||||||||||||
| Government grants | ||||||||||||
| Total other income | ||||||||||||
Note 13 — INCOME TAXES
Income tax
Cayman Islands
The Company is incorporated in the Cayman Islands and is not subject to tax on income or capital gains under current Cayman Islands law. In addition, upon payments of dividends by the Company entities to their shareholders, no Cayman Islands withholding tax will be imposed. Accordingly, the Company does not accrue for taxes.
British Virgin Islands (“BVI”)
Under the current laws of the BVI, the Company’s subsidiary incorporated in BVI is not subject to tax on income or capital gains. Additionally, upon payments of dividends by the BVI company to its respective shareholders, no BVI withholding tax will be imposed.
Singapore
The Company’s main operating subsidiary is incorporated in Singapore and is subject to income taxes on the taxable income as reported in its financial statements adjusted in accordance with relevant tax laws and regulations of Singapore. The applicable tax rate is
F-26
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 13 — INCOME TAXES (cont.)
The following table reconciles Singapore statutory rates to the Company’s effective tax rate:
| For the six months ended June 30, | ||||||||||||
| 2025 (Unaudited) | 2026 (Unaudited) | 2026 (Unaudited) | ||||||||||
| S$ | S$ | $ | ||||||||||
| Income tax expenses | ||||||||||||
| Current income tax expenses | ||||||||||||
| Deferred income tax (benefit) expenses | ( | ) | ||||||||||
| Income tax expenses (benefit) | ( | ) | ||||||||||
A reconciliation of the differences between the statutory tax rate and the effective tax rate for enterprise income tax is as follows:
| For the six months ended June 30, | ||||||||||||||||||||
| 2025 | 2026 | 2026 | 2026 | 2026 | ||||||||||||||||
| S$ | % | S$ | $ | % | ||||||||||||||||
| Loss before tax | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Singapore statutory income tax rate | % | % | % | |||||||||||||||||
| Income tax expenses computed at Singapore statutory rate | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Domestic tax effects | ||||||||||||||||||||
| Non-deductible expenses | ( | ) | ( | ) | ||||||||||||||||
| True-up of prior tax | ( | ) | ( | ) | ||||||||||||||||
| Foreign tax effects | ||||||||||||||||||||
| Statutory tax rate difference between Cayman and Singapore | ( | ) | ( | ) | ||||||||||||||||
| Others | ||||||||||||||||||||
| Total tax (benefit) expenses | ( | ) | ( | ) | ||||||||||||||||
The Company measures deferred tax assets and liabilities based on the difference between the financial statement and tax bases of assets and liabilities at the applicable tax rates.
| As of | As of June 30, | |||||||||||
| December 31, 2025 | 2026 (Unaudited) | 2026 (Unaudited) | ||||||||||
| S$ | S$ | $ | ||||||||||
| Deferred tax assets | ||||||||||||
| Lease liabilities | ||||||||||||
| Net operating loss carry-forwards | ||||||||||||
| Allowance for credit losses | ||||||||||||
| Depreciation | ||||||||||||
| Deferred tax liabilities | ||||||||||||
| Right-of-use assets | ( | ) | ( | ) | ( | ) | ||||||
| Unbilled revenue | ( | ) | ( | ) | ( | ) | ||||||
| Deferred tax liabilities, net | ( | ) | ( | ) | ( | ) | ||||||
As the deferred tax assets and deferred tax liabilities are generated from the same entity, Springview (S), hence the deferred tax assets and deferred tax liabilities are eligible to net off with each other.
F-27
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 14 — EQUITY
Ordinary shares
The Company was incorporated in the Cayman Islands on September 27, 2023, with an authorized share capital of $
On December 1, 2023, the Company issued
On October 17, 2024, the Company completed its IPO of
On November 10, 2025, the Company granted an aggregate of
Reverse Share Split
On November 24, 2025, the Company announced that its Board of Directors approved a
Upon effectiveness of the reverse share split, every eight (8) issued and outstanding Class A ordinary shares were combined into one (1) issued and outstanding Class A ordinary share, and the par value per share changed from $
Private Placement of Class A Ordinary Shares
On December 24, 2025, the Company completed a private placement of
As of December 31, 2025, the net proceeds of $
Each holder of Class A Ordinary Shares is entitled to exercise
F-28
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 15 — SHARE-BASED COMPENSATION
On November 10, 2025, the Company entered into service agreement with three external consultants to grant
For the fiscal year ended December 31, 2025, the Company recognized share-based compensation expense of S$
During the six-month period ended June 30, 2026, there were new share-based payment grants to employees, directors or external consultants.
Note 16 — Related party balances and transactions
The Company’s relationships with related parties who had transactions with the Company are summarized as follows:
| Related Party Name | Relationship to the Company | |
| Springview Contracts Pte. Ltd. | ||
| GGL Enterprises Pte. Ltd. | ||
| Mr. Heng Kong Chuan | ||
| China International Corporate Management | ||
| GGL Home Furnishing Pte Ltd | ||
| GGL Interior Studio Pte Ltd |
a. Amount due from a related party
| As of | As of June 30, | |||||||||||
| Related Party Name | December 31, 2025 | 2026 (Unaudited) | 2026 (Unaudited) | |||||||||
| S$ | S$ | $ | ||||||||||
| Mr. Heng Kong Chuan(1) | ||||||||||||
| Total | ||||||||||||
b. Amount due to related parties
| As of | As of June 30, | |||||||||||
| Related Party Name | December 31, 2025 | 2026 (Unaudited) | 2026 (Unaudited) | |||||||||
| S$ | S$ | $ | ||||||||||
| China International Corporate Management(2) | ( | ) | ( | ) | ( | ) | ||||||
| Total | ( | ) | ( | ) | ( | ) | ||||||
| (1) |
F-29
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 16 — Related party balances and transactions (cont.)
| (2) |
c. Related party transactions
| For the six months ended June 30, | ||||||||||||||
| Nature | Name | 2025 (Unaudited) | 2026 (Unaudited) | 2026 (Unaudited) | ||||||||||
| S$ | S$ | $ | ||||||||||||
| Collection of accounts receivable due from Springview Contracts Pte. Ltd | Springview Contracts Pte. Ltd. | |||||||||||||
| Interior design service subcontracting cost provided by GGL Enterprises Pte. Ltd. | GGL Enterprises Pte. Ltd. | |||||||||||||
| Loan from a related party | Mr. Heng Kong Chuan (1) | |||||||||||||
| Advance to a related party | Mr. Heng Kong Chuan (1) | |||||||||||||
| Payment intermediary for obtaining patent license rights | GGL Home Furnishing Pte Ltd (3) | |||||||||||||
| Payment intermediary for obtaining patent license rights | GGL Interior Studio Pte Ltd (3) | |||||||||||||
| (3) | |
| As of March 1, 2026, the licensor has received the full $ |
F-30
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 17 — SEGMENT REPORTING
The following table presents financial information, including significant segment expenses, which are regularly provided to the CODM and included within segment and unaudited condensed consolidated net loss:
| For the six months ended June 30, | ||||||||||||
| 2025 | 2026 | 2026 | ||||||||||
| S$ | S$ | $ | ||||||||||
| Revenue | ||||||||||||
| Commercial customers | ||||||||||||
| Residential customers | ||||||||||||
| Total revenue | ||||||||||||
| Cost of revenue | ||||||||||||
| Subcontracting costs | ( | ) | ( | ) | ( | ) | ||||||
| Material costs | ( | ) | ( | ) | ( | ) | ||||||
| Labor costs | ( | ) | ( | ) | ( | ) | ||||||
| Equipment rental and site costs | ( | ) | ( | ) | ( | ) | ||||||
| Other direct costs | ( | ) | ( | ) | ( | ) | ||||||
| Total Cost of revenue | ( | ) | ( | ) | ( | ) | ||||||
| Gross profit | ||||||||||||
| Operating expenses | ||||||||||||
| Staff expenses | ( | ) | ( | ) | ( | ) | ||||||
| Depreciation and amortization | ( | ) | ( | ) | ( | ) | ||||||
| Lease expenses | ( | ) | ( | ) | ( | ) | ||||||
| Medical and insurance expenses | ( | ) | ( | ) | ( | ) | ||||||
| Transport and entertainment | ( | ) | ( | ) | ( | ) | ||||||
| Professional fees | ( | ) | ( | ) | ( | ) | ||||||
| Bad debt written off | ( | ) | ||||||||||
| Other miscellaneous expenses | ( | ) | ( | ) | ( | ) | ||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ||||||
| Other income (expenses) | ||||||||||||
| Interest expenses, net | ( | ) | ( | ) | ( | ) | ||||||
| Other income | ||||||||||||
| Total other income, net | ||||||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ||||||
| Income tax benefit (expenses) | ( | ) | ( | ) | ||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||
F-31
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 18 — COMMITMENTS AND CONTINGENCIES
In the ordinary course of business, the Company may be subject to legal proceedings regarding contractual and employment relationships and a variety of other matters. The Company records contingent liabilities resulting from such claim, when a loss is assessed to be probable, and the amount of the loss is reasonably estimable per guidance of ASC Topic 450-20－Loss Contingencies.
In connection with a workplace incident that occurred at one of the Company’s construction projects in 2019, the Company was charged by the Ministry of Manpower under Section 12(1) of the Workplace Safety and Health Act and under Section 5 of the Building Control Act. In November 2025, the State Courts of Singapore imposed a total fine of S$
As of December 31, 2025 and June 30, 2026, the outstanding balance of the fine obligation was S$
Note 19 — SUBSEQUENT EVENTS
The Company evaluated all events and transactions that occurred after June 30, 2026 through the date the unaudited condensed consolidated financial statement is issued, and concluded there were no other material subsequent events that require disclosure in these unaudited condensed consolidated financial statements.
F-32