SUIC 8-K/A
SUIC Worldwide Holdings Ltd. (SUIC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
Date of Report (date of earliest event reported):
Commission file number:
(Name of registrant in its charter) |
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(State or jurisdiction of incorporation or organization) |
| (IRS Employer Identification No.) |
(Address of principal executive offices)
(
(Registrant’s telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This current report on Form 8-K (this Report) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 (the Securities Act) and Section 21E of the Securities Exchange Act of 1934 (Exchange Act). The forward-looking statements are only predictions and provide our current expectations or forecasts of future events and financial performance and may be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “will” or “should” or, in each case, their negative, or other variations or comparable terminology, though the absence of these words does not necessarily mean that a statement is not forward-looking. The forward-looking statements are based on current views with respect to future events and financial performance. Actual results may differ materially from those projected in the forward-looking statements. The forward-looking statements are subject to risks, uncertainties and assumptions, including, among other things those:
| • | associated with the relative success of sales, marketing and product development; |
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| • | competition, including price competition; and |
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| • | general economic and business conditions. |
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
The disclosures set forth under Item 2 are incorporated by reference into this Item 1.
ITEM 2.01 COMPLETION OF ACQUISITION OF DISPOSITION OF ASSETS.
1. CHANGES IN CONTROL OF REGISTRANT
On July 10, 2026, Chen King Te was elected as the Registrant’s Chairman, director and Chief Executive Officer. Kho Jean Jean was elected as the Registrant’s director and Chief Financial Officer. The firm also appointed Dongsheng Zou as the director, since he represents Faith & Glory Charity Foundation, which own 40 Million of shares, is the largest shareholder of the firm. The disclosures set forth under Item 5.01 are incorporated by reference into this Item.
2. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
Acquisition of Taiwan Vision Renu Corporation
On July 10, 2026, SUIC Worldwide Holdings Ltd. (the “Company” or the “Registrant”) signed share exchange agreement, under the agreement, the Parties desire that SUIC acquire 51% of the issued and outstanding capitalization of Vision Renu Corporation from the Vision Renu Chairman Chen in exchange for an aggregate of 30,000,000(Thirty Million) shares of SUIC Common Stock (the “Exchange Shares”) pursuant to the terms and conditions set forth in the Share Exchange Agreement.
WHEREAS, Vision Renu Corporation shall be a wholly-owned subsidiary of SUIC and the Exchange Shares will represent approximately Thirty Five percent (35%) of the total outstanding shares of SUIC on a fully-diluted basis. WHEREAS, the Parties intend that the transaction contemplated herein (the “Transaction”) qualify as a reorganization and tax-free exchange under Section 368(a) of the Internal Revenue Code of 1986, as amended.
At the effective time of the Exchange, our Board of Directors was reconstituted by the resignation of Haritto from her role as the Company’s director, and the appointment of Chen King Te as the Company’s Chairman, director and Chief Executive Officer; and Jean Jean Kho as director, Chief Financial Officer.
| 2 |
PART 1
DESCRIPTION OF BUSINESS
OVERVIEW
Vison Renu focuses on the R&D and manufacturing of innovative, high-tech medical devices. Supported by various government R&D programs and holding numerous patents, the company develops and manufactures innovative, globally competitive, and clinically relevant high-tech medical devices designed to address the needs associated with the aging population. The company secured multiple government grants and focuses its development efforts on products or therapies that address areas currently lacking effective medical solutions while offering high market growth potential—such as optometry, healthcare, and brain health.
Products
There are 2 Major products:
I. Scleral Micro-Ablation Laser System for Presbyopia:
1. | Developed jointly with Ace Vision Group, a U.S.-based ophthalmic medical device innovator, acting as a strategic shareholder. |
2. | Supported by exclusive sales rights and global manufacturing and supply capabilities to facilitate international market expansion. |
3. | Received funding in 2020 from the Ministry of Economic Affairs’ “A+ Industrial Innovative R&D Program” for the “Pivotal Clinical Trial Project for Scleral Micro-Ablation Laser Treatment of Presbyopia”; clinical trials were successfully completed at two Chang Gung Memorial Hospitals in Taiwan. |
4. | Currently undergoing the FDA certification process in the United States. |
II. Transcranial Magnetic Stimulation (TMS) Device (for Depression Treatment)
1. | A non-pharmacological, non-invasive treatment device for mental disorders. |
2. | Currently certified and approved by the Ministry of Health and Welfare. |
3. | Has secured orders for hundreds of units across Taiwan and Southeast Asia |
4. | Designed for compact, home-use applications |
5. | Aiming to become the market-leading brand in Asia |
| 3 |
Competative Advantage
We believe the following strengths provide the Company with a competitive advantages in the marketplace:
1. | Taiwan FDA approved, clinically validated |
2. | User-friendly interface |
3. | Scalable for clinics and research |
4. | Excellent ROI |
Market Opportunity & Trendss
1. | High demand for non-invasive treatments |
2. | Insurance coverage increasing |
3. | Global growth >8% CAGR |
4. | Expansion of TMS clinics worldwide |
Our Growth Strategy and Future Development Plan
We have secure over 150 unit orders in Taiwan for 2026, we are working on the government approval processes to enter Malaysia, Indonesia, Thailand and China market. We expect over 500 unites orders for 2027 and over 5000 unites on 2028.
Our firm is also entering into Life Science sector, we believe that over the next 20 years, AI will drive the life sciences to transition from “observing life” to “designing life.” Together with our AI instrument, we will focus on AI Gene Editing & AI DNA Synesis, AI Healthcare. The convergence of three core technologies: will give rise to: ✓ Precision medicine✓ Longevity technology✓ Synthetic biomanufacturing✓ Digital life engineering
Employees
There are currently 7 full-time employees, including 6 in management and administration, and R&D.
CORPORATE INFORMATION
The Company’s corporate headquarters and refinery is located on Taiwan: 8F., No. 308, Sec. 1, Neihu Rd., Neihu Dist., Taipei City 114663, Taiwan (R.O.C.)
| 4 |
PART 2. FINANCIAL INFORMATION
Acquisition and Reorganization
On July 10, 2026, the Merger of Vision Renu was completed, and the business of Vision Renu was adopted as our business. As such, attached please find the 2 years audited financial of the firm. And proforma and interim reports will be filed in 70 days as required by SEC as 8K/A.
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.
Please see the discussion of “Closing of Exchange” and “Recent Financings” in Item 2.01, which discussion is incorporated herein by reference.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;APPOINTMENT OF PRINCIPAL OFFICERS.
On July 10, 2026, Harriette Lo resigned from her role as the Registrant’s Co-Chairwoman, director, Han Wei Wang resigned from his role as the Registrant’s director and Chief Executive Officer. Yee Wei Tan resigned from his role as the Registrant’s director and Chief Financial Officer. Chen King Te was elected as the Registrant’s Chairman, director and Chief Executive Officer. Kho Jean Jean was elected as the Registrant’s director and Chief Financial Officer, The firm also appointed Dongsheng Zou as the director, since he represents Faith & Glory Charity Foundation, which own 40 Million of shares, is the largest shareholder of the firm.
| 5 |
PART III.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements: As a result of the Exchange described in Item 2.01, the registrant is filing the audited financial statement information of JGH’s principal operating subsidiaries, Hong Kong Jianye Greentech Holding Limited and Heilongjiam Jianye New Clean Fuel Marketing Ltd. as Exhibits 99.1, 99.2 and 99.3 to this current report.
(b) Pro forma financial information: The unaudited pro forma consolidated financial information regarding the registrant and JGH is attached to this current report as Exhibit 99.4.
(c) Exhibits:
Exhibit |
| Description |
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| Audited financial statements Vision Renu Corporation for the period ended December 31, 2024 and 2025 | |
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104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
| 6 |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SUIC Worldwide Holdings Ltd. |
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Date: Aug 31, 2026 | /s/ Chen King Te |
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| By: Chen King Te, CEO |
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| 7 |
EXHIBIT 99.1
EXHIBIT 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Defined terms included below shall have the same meaning as terms defined and included elsewhere in the Combined Company’s (as defined below) Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 10, 2026 (the “Form 8-K”).
On July 10, 2026 (the “Closing Date”), SUIC Worldwide Holdings Ltd., a Nevada Corporation (“SUIC”), executed a definitive share exchange agreement and completed the acquisition of a 51% controlling interest in Vision Renu Corporation, a Taiwan corporation (“Vision Renu”). The transaction was structured entirely as an equity-for-equity exchange. As sole consideration for the 51% controlling stake, the Company issued 30,000,000 shares of its common stock, par value $0.001 per share, to the selling shareholders of Vision Renu.
On the Closing Date, SUIC issued an aggregate of 30,000,000 shares of SUIC’s common stock (“SUIC Common Stock”) to Vision Renu stockholders.
The accompanying unaudited pro forma condensed combined balance sheet as of December 31, 2025, combines the historical consolidated balance sheets of SUIC and Vision Renu, giving effect to the merger as if it had been completed on December 31, 2025. The unaudited pro forma condensed combined income statement for the year ended December 31, 2025 combines the historical consolidated income statements of SUIC and Vision Renu, giving effect to the merger as if it had been completed on January 1, 2025.
The following unaudited pro forma condensed combined balance sheet combines the historical balance sheets of SUIC and Vision Renu as of December 31, 2025 and depicts the accounting of the transactions prepared pursuant to Article 11 of Regulation S-X (the “pro forma balance sheet transaction accounting adjustments”). The the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2025 for SUIC and Vision Renu combine the historical results of SUIC and Vision Renu for the period and depict the pro forma transaction accounting adjustments assuming that those adjustments were made as of January 1, 2025 (the “pro forma statements of operations transaction accounting adjustments”). Collectively, the pro forma balance sheet transaction accounting adjustments and the pro forma statements of operations transaction accounting adjustments are referred to as the “transaction accounting adjustments” or “pro forma adjustments.”
The unaudited pro forma condensed combined financial information and related notes have been derived from and should be read in conjunction with:
| · | the historical audited financial statements of SUIC as of December 31, 2025, and the related notes included in the Form 10-K filed with the SEC. |
| · | the historical audited financial statements of Vision Renu for the year ended December 31, 2025, and the related notes; and |
The unaudited pro forma condensed combined financial information is based on the assumptions and pro forma adjustments that are described in the accompanying notes. The pro forma adjustments are preliminary, subject to further revision as additional information becomes available and additional analyses are performed, including, but not limited to, additional financing and additional direct and incremental offering costs. Adjustments have been made solely for the purpose of providing unaudited pro forma condensed combined financial information. Differences between these preliminary estimates and the final accounting may occur and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial information does not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies or other savings or expenses that may be associated with the integration of the two companies. The unaudited pro forma condensed combined financial information is not necessarily indicative of the financial position or results of operations in the future periods or the result that actually would have been realized had SUIC and Vision Renu been a combined organization during the specified periods. The actual results reported in periods following the merger may differ significantly from those reflected in the unaudited condensed combined pro forma financial information presented herein for a number of reasons, including, but not limited to, differences in the assumptions used to prepare this unaudited pro forma condensed combined financial information.
| 1 |
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2025
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| Historical |
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| SUIC Worldwide Holdings Ltd. |
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| Vision Renu Corporation |
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| Transaction Accounting Adjustments |
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| Note 4 |
| Pro Forma Combined |
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| Assets: |
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| Current assets: |
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| Cash and cash equivalents |
| $ | 8,560 |
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| $ | 68,508 |
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| $ | — |
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| $ | 77,068 |
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| Notes and Accounts receivable |
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| — |
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| 90,727 |
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| — |
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| 90,727 |
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| Accounts receivable-related parties |
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| — |
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| 82,599 |
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| — |
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| 82,599 |
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| Inventories |
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| — |
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| 61,568 |
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| — |
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| 61,568 |
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| Prepaid income tax |
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| — |
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| 165 |
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| — |
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| 165 |
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| Other receivables-related parties |
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| — |
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| 47,459 |
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| — |
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| 47,459 |
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| Other current assets |
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| — |
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| 33,303 |
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| — |
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| 33,303 |
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| Total current assets |
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| 8,560 |
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| 384,329.00 |
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| 392,889 |
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| Non-current assets: |
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| Financial Assets at FV OCI |
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| — |
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| 1,515,948 |
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| — |
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| 1,515,948 |
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| Property, Plant and Equipment |
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| — |
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| 96,144 |
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| — |
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| 96,144 |
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| Other receivables-related parties |
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| — |
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| 1,909 |
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| 1,909 |
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| Other loan receivables |
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| 1,231 |
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| — |
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| 1,231 |
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| Other Non-current Financial Assets |
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| — |
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| 23,794 |
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| — |
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| 23,794 |
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| Goodwill |
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| — |
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| — |
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| 47,977,876 |
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| 47,977,876 |
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| Investment in Subsidiary |
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| 30,000 |
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| (30,000 | ) |
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| — |
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| Total non-current assets |
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| 31,231 |
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| 1,637,795 |
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| 47,947,876 |
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| 49,616,902 |
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| Total assets |
| $ | 39,791 |
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| $ | 2,022,124 |
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| $ | 47,947,876 |
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| $ | 50,009,791 |
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| Liabilities and Stockholders’ Equity: |
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| Current liabilities |
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| Credit Card payable |
| $ | 30,532 |
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| $ | — |
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| $ | — |
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| $ | 30,532 |
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| Accounts payable |
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| — |
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| 3,660 |
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| — |
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| 3,660 |
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| Accrued interest payable |
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| 128,424 |
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| — |
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| — |
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| 128,424 |
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| Other accrued expenses payable |
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| — |
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| 56,940 |
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| — |
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| 56,940 |
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| Short term debt |
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| 114,355 |
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| — |
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| — |
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| 114,355 |
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| Loan payables- others |
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| 259,445 |
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| — |
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| — |
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| 259,445 |
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| Other payables- related party |
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| 76,000 |
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| — |
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| — |
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| 76,000 |
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| Unearned Revenue |
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| — |
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| 27,380 |
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| — |
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| 27,380 |
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| Other current liabilities |
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| — |
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| 497 |
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| — |
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| 497 |
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| Total current liabilities |
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| 608,755 |
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| 88,477 |
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| — |
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| 697,232 |
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| Non-current liabilities |
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| Convertible promissory note |
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| 279,000 |
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| — |
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| — |
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| 279,000 |
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| Long term- Bank loans |
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| — |
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| — |
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| — |
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| — |
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| Guarantee deposit received |
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| — |
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| 573 |
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| — |
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| 573 |
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| Non-current Equity-method Liability |
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| — |
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| 114,361 |
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| — |
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| 114,361 |
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| Total non-current liabilities |
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| 279,000 |
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| 114,934 |
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| — |
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| 393,934 |
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| Total liabilities |
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| 887,755 |
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| 203,411 |
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| — |
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| 1,091,166 |
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| Stockholders’ equity (deficit): |
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| SUIC common stock |
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| 41,397 |
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| — |
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| 30,000 |
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| A |
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| 71,397 |
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| Vision Renu common stock |
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| — |
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| 5,732,165 |
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| (5,732,165 | ) |
| B |
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| — |
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| Additional paid-in capital SUIC |
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| 1,726,921 |
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| — |
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| 25,470,000 |
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| C |
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| 27,196,921 |
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| Additional paid-in capital Vision Renu |
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| — |
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| 781,991 |
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| (781,991 | ) |
| B |
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| — |
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| Accumulated Deficit SUIC |
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| (2,616,281 | ) |
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| — |
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| — |
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| (2,616,281 | ) |
| Accumulated Deficit Vision Renu |
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| — |
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| (4,422,186 | ) |
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| 4,422,186 |
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| B |
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| — |
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| Other Equity |
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| — |
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| (273,257 | ) |
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| 273,257 |
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| B |
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| — |
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| Non-Controlling Interest 49% |
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| — |
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| — |
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| 24,266,589 |
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| 24,266,589 |
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| Total stockholders’ equity (deficit) |
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| (847,964 | ) |
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| 1,818,713 |
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| 47,947,876 |
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| 48,918,626 |
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| Total liabilities and stockholders’ equity (deficit) |
| $ | 39,791 |
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| $ | 2,022,124 |
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| $ | 47,947,876 |
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| $ | 50,009,791 |
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See accompanying notes to the unaudited pro forma condensed combined financial statements.
| 2 |
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2025
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| Historical |
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| SUIC Worldwide Holdings Ltd. |
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| Vision Renu Corporation |
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| Transaction Accounting Adjustments |
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| Note 5 |
| Pro Forma Combined |
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| Revenues |
| $ | 18,482 |
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| $ | 144,811 |
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| — |
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| $ | 163,293 |
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| Cost of Goods Sold and Services |
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| 7,100 |
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| 52,141 |
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| — |
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| 59,241 |
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| Gross Profit |
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| 11,382 |
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| 92,670 |
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| — |
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| 104,052 |
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| Operating expenses: |
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| Sales and administrative |
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| 64,017 |
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| 390,165 |
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| — |
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| 454,182 |
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| Bad debts expense |
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| 15,702 |
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| — |
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| — |
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| 15,702 |
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| Research and development |
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| — |
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| 133,412 |
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| — |
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| 133,412 |
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| Total operating expenses |
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| 79,719 |
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| 523,577 |
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|
| — |
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| 603,296 |
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| Loss from operations |
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| (68,337 | ) |
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| (430,908 | ) |
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| — |
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| (499,245 | ) |
| Non-Operating Income and Expenses |
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| Other income |
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| 3,008 |
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| 33,472 |
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|
| — |
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| 36,479 |
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| Other gains and (losses) |
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| (4,540 | ) |
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| — |
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| (4,540 | ) |
| Loss on investment |
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| (30,000 | ) |
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| — |
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| — |
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| (30,000 | ) |
| Interest Expense - related party loans |
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| (18,547 | ) |
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| — |
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|
| — |
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| (18,547 | ) |
| Interest Expense -others |
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| (5,768 | ) |
|
| — |
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|
| — |
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|
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| (5,768 | ) |
| Finance cost |
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| — |
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| (4,378 | ) |
|
| — |
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|
| (4,378 | ) |
| Share of Profit (Loss) of Subsidiaries, Associates and Joint Ventures Accounted for Using Equity Method |
|
| — |
|
|
| (27,619 | ) |
|
| — |
|
|
|
|
| (27,619 | ) |
| Total Non-Operating Income and Expenses |
|
| (51,307 | ) |
|
| (3,065 | ) |
|
| — |
|
|
|
|
| (54,372 | ) |
| Loss from continuing operations before income taxes |
|
| (119,644 | ) |
|
| (433,973 | ) |
|
| — |
|
|
|
|
| (553,617 | ) |
| Less: NCI Share of Loss (49%) |
|
| — |
|
|
| — |
|
|
| 212,647 |
|
| E |
|
| 212,647 |
|
| Less: Income Tax expense |
|
| — |
|
|
| — |
|
|
| — |
|
|
|
|
| — |
|
| Net Income (Loss) Attributable to SUIC |
| $ | (119,644 | ) |
|
| (433,973 | ) |
|
| 212,647 |
|
|
|
|
| (340,970 | ) |
| Weighted average common shares outstanding, basic and diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 41,380,354 |
|
| Net loss per share attributable to common stockholders, basic and diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | (0.0082 | ) |
| Other Comprehensive Income (OCI): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Items that will not be Reclassified Subsequently to Profit or Loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Unrealized Gains (Losses) on Investments in Equity Instruments Measured at Fair Value Through Other Comprehensive Income |
|
| — |
|
|
| 50,361 |
|
|
| — |
|
|
|
|
| 50,361 |
|
| Less: NCI Share of OCI (49%) |
|
|
|
|
|
|
|
|
|
| (24,677 | ) |
|
|
|
| (24,677 | ) |
| Net OCI Attributable to SUIC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 25,684 |
|
| Less: Income tax related to Items that will be Reclassified |
|
| — |
|
|
| — |
|
|
| — |
|
|
|
|
| — |
|
| Total Items that will not be Reclassified Subsequently to Profit or Loss |
|
| — |
|
|
| 50,361 |
|
|
| (24,677 | ) |
|
|
|
| 25,684 |
|
| Items that may be Reclassified Subsequently to Profit or Loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Exchange differences on translation of foreign operations |
|
| — |
|
|
| 4,596 |
|
|
|
|
|
|
|
|
| 4,596 |
|
| Less: NCI Share of OCI (49%)-Exchange Differences (Translation) |
|
|
|
|
|
|
|
|
|
| (2,252 | ) |
|
|
|
| (2,252 | ) |
| Net OCI Attributable to SUIC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2,344 |
|
| Less: Income tax related to Items that will be Reclassified |
|
| — |
|
|
| — |
|
|
| — |
|
|
|
|
| — |
|
| Total Items that may be Reclassified Subsequently to Profit or Loss |
|
| — |
|
|
| 4,596 |
|
|
| (2,252 | ) |
|
|
|
| 2,344 |
|
| Other Comprehensive Income for the Period, Net of Tax |
|
| — |
|
|
| 54,957 |
|
|
| (26,929 | ) |
| F |
|
| 28,028 |
|
| Total Comprehensive Income For The Period |
|
| (119,644 | ) |
|
| (379,017 | ) |
|
| 185,718 |
|
|
|
|
| (312,9436 | ) |
| Less: Net loss (income) attributable to non-controlling interest |
|
| — |
|
|
| — |
|
|
| — |
|
|
|
|
| — |
|
| Pro Forma Total Comprehensive Loss Attributable to SUIC |
| $ | (119,644 | ) |
| $ | (379,017 | ) |
| $ | 185,718 |
|
|
|
| $ | (312,943 | ) |
See accompanying notes to the unaudited pro forma condensed combined financial statements.
| 3 |
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Note 1. Description of the Merger
On July 10, 2026 (the “Closing Date”), SUIC Worldwide Holdings Ltd., a Nevada Corporation (“SUIC”), executed a definitive share exchange agreement and completed the acquisition of a 51% controlling interest in Vision Renu Corporation, a Taiwan corporation (“Vision Renu”). The transaction was structured entirely as an equity-for-equity exchange. As sole consideration for the 51% controlling stake, the Company issued 30,000,000 shares of its common stock, par value $0.001 per share, to the selling shareholders of Vision Renu.
On the Closing Date, SUIC issued an aggregate of 30,000,000 shares of SUIC’s common stock (“SUIC Common Stock”) to Vision Renu stockholders.
Note 2. Basis of Presentation
The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended. The adjustments presented in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an understanding of the Combined Company upon consummation of the Merger. The unaudited pro forma condensed combined statement of operations data for the year ended December 31, 2025 give effect to the Merger as if it had been consummated on January 1, 2025. The unaudited pro forma condensed combined balance sheet for the year ended December 31, 2025 gives effect to the Merger and combines the historical balance sheets of SUIC and Vision Renu as if the Merger had been consummated as of such date.
The unaudited pro forma condensed combined financial information is based on the assumptions and adjustments that are described in the accompanying notes. Accordingly, the pro forma adjustments are preliminary, subject to further revision as additional information becomes available and additional analyses are performed and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information. Differences between these preliminary accounting conclusions and estimates and the final accounting conclusions and amounts may occur, and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial information and the Combined Company’s future results of operations and financial position.
The unaudited pro forma condensed combined financial information does not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies or other savings or expenses that may be associated with the integration of the two companies. The unaudited pro forma condensed combined financial information is not necessarily indicative of the financial position or results of operations in the future periods or the result that actually would have been realized had SUIC and Vision Renu been a combined organization during the specified periods. The actual results reported in periods following the Merger may differ significantly from those reflected in the unaudited condensed combined pro forma financial information presented herein for a number of reasons, including, but not limited to, differences in the assumptions used to prepare this unaudited pro forma condensed combined financial information.
Note 3. Accounting for the Merger
The unaudited pro forma condensed combined financial information gives effect to the Merger, which is accounted for under U.S. GAAP as an in-substance reverse recapitalization of Vision Renu by SUIC, as the transaction is, in essence, the issuance of equity for Vision Renu’s net assets, which primarily consists of receivables and other current assets. Under this method of accounting, SUIC is considered the accounting acquirer for financial reporting purposes.
| 4 |
Note 4. Transaction Accounting Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet for the year ended December 31, 2025.
The Unaudited Pro Forma Condensed Combined Balance Sheet for the year ended December 31, 2025, reflects the following adjustments to give effect to the acquisition of the 51% controlling interest in Vision Renu Corporation (“Vision Renu”) as if it had occurred on December 31, 2025.
| [A] | Represents the step-up adjustment to establish purchase price allocation goodwill and identifiable intangible assets under the acquisition method of accounting (ASC 805). The total implied enterprise valuation of Vision Renu is $50,000,000, derived from the $25,500,000 contract value of 30,000,000 newly issued parent shares evaluated at the transaction date closing market price of $0.85 per share, divided by the 51% acquired controlling interest. The step-up represents the residual allocation value after subtracting Vision Renu’s historical book assets ($2,022,124.00). |
|
|
|
| [B] | Represents the standard consolidation adjustments required under US GAAP to completely eliminate SUIC’s initial historical par-value investment placeholder asset ($30,000.00) against 100% of Vision Renu’s pre-acquisition equity lines (including Common Stock, APIC, Retained Earnings, and Other Equity accounts) to neutralize pre-combination historical tracking structures upon consolidated presentation. |
|
|
|
| Adjustment (B) – Elimination of Vision Renu Historical Equity | |
|
|
|
| Reflects the mandatory elimination of Vision Renu’s pre-acquisition historical equity balances under acquisition accounting rules. This eliminates: |
|
| · | Vision Renu Common Stock: ($5,732,165) |
|
| · | Vision Renu Additional Paid-in Capital (APIC): ($781,991) |
|
| · | Vision Renu Accumulated Deficit: $4,422,186 |
|
| · | Vision Renu Other Equity components: $273,257 |
| [C] | Records the capital restructuring generated by the formal equity issuance to Vision Renu’s selling shareholders. Common Stock is credited for $30,000.00 to reflect 30,000,000 new shares at the official $0.001 par value, and Additional Paid-In Capital (APIC) is credited for $25,470,000.00 to capture the remaining transaction value premium ($25,500,000.00 contract fair value less the par distribution). |
|
|
|
| [D] | Reflects the initial setup of the 49% Non-Controlling Interest (NCI) pool belonging to the outside minority owners of Vision Renu, measured as a residual share of total target equity required to bring the right side of the balance sheet into equilibrium with the asset base after absorbing Vision Renu’s historical liabilities. |
Note 5. Transaction Accounting Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2025.
The Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2025, reflects the following updates to model operations as if the 51% acquisition had closed on January 1, 2025:
| [E] | Represents the extraction allocation of 49% of Vision Renu’s standalone annual net loss (-$433,973.24 × 49% = -$212,647), attributing the loss block to the outside non-controlling interest owners, thereby decreasing the final net loss concentration burdening SUIC’s equity pool. |
|
|
|
| [F] | Reflects the redistribution allocation of 49% of Vision Renu’s secondary comprehensive investment/translation balances ($54,956.38 × 49% = $26,929) away from parent accounts to isolate the remaining 51% corporate layout segment. Reflects the allocation of Other Comprehensive Income (OCI) to the 49% non-controlling interest holders, adjusting the combined OCI by ($26,929) (consisting of $24,677 from unrealized gains on financial assets and $2,252 from foreign currency translation adjustments). |
|
|
|
| [G] | Restructures the pro forma basic and diluted share denominator by incorporating the 30,000,000 newly issued conversion shares as if they were fully active and circulating since January 1, 2025. The share pool adjustments mitigate basic net loss concentrations, bringing pro forma EPS to $(0.0082) per share. |
| 5 |
EXHIBIT 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Defined terms included below shall have the same meaning as terms defined and included elsewhere in the Combined Company’s (as defined below) Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 10, 2026 (the “Form 8-K”).
On July 10, 2026 (the “Closing Date”), SUIC Worldwide Holdings Ltd., a Nevada Corporation (“SUIC”), executed a definitive share exchange agreement and completed the acquisition of a 51% controlling interest in Vision Renu Corporation, a Taiwan corporation (“Vision Renu”). The transaction was structured entirely as an equity-for-equity exchange. As sole consideration for the 51% controlling stake, the Company issued 30,000,000 shares of its common stock, par value $0.001 per share, to the selling shareholders of Vision Renu.
On the Closing Date, SUIC issued an aggregate of 30,000,000 shares of SUIC’s common stock (“SUIC Common Stock”) to Vision Renu stockholders.
The accompanying unaudited pro forma condensed combined balance sheet six months ended June 30, 2026 combines the historical consolidated balance sheets of SUIC and Vision Renu, giving effect to the merger as if it had been completed on June 30, 2026. The unaudited pro forma condensed combined income statement six months ended June 30, 2026 combines the historical consolidated income statements of SUIC and Vision Renu, giving effect to the merger as if it had been completed on January 1, 2026.
The following unaudited pro forma condensed combined balance sheet combines the historical balance sheets of SUIC and Vision Renu six months ended June 30, 2026 and depicts the accounting of the transactions prepared pursuant to Article 11 of Regulation S-X (the “pro forma balance sheet transaction accounting adjustments”). The unaudited pro forma condensed combined statements of operations as of for SUIC and Vision Renu combine the historical results of SUIC and Vision Renu for the period and depict the pro forma transaction accounting adjustments assuming that those adjustments were made as of January 1, 2025 (the “pro forma statements of operations transaction accounting adjustments”). Collectively, the pro forma balance sheet transaction accounting adjustments and the pro forma statements of operations transaction accounting adjustments are referred to as the “transaction accounting adjustments” or “pro forma adjustments.”
The unaudited pro forma condensed combined financial information and related notes have been derived from and should be read in conjunction with:
| · | the historical audited financial statements of SUIC six months ended June 30, 2026, and the related notes included in the Form 10-K filed with the SEC. |
| · | the historical audited financial statements of Vision Renu six months ended June 30, 2026, and the related notes; and |
The unaudited pro forma condensed combined financial information is based on the assumptions and pro forma adjustments that are described in the accompanying notes. The pro forma adjustments are preliminary, subject to further revision as additional information becomes available and additional analyses are performed, including, but not limited to, additional financing and additional direct and incremental offering costs. Adjustments have been made solely for the purpose of providing unaudited pro forma condensed combined financial information. Differences between these preliminary estimates and the final accounting may occur and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial information does not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies or other savings or expenses that may be associated with the integration of the two companies. The unaudited pro forma condensed combined financial information is not necessarily indicative of the financial position or results of operations in the future periods or the result that actually would have been realized had SUIC and Vision Renu been a combined organization during the specified periods. The actual results reported in periods following the merger may differ significantly from those reflected in the unaudited condensed combined pro forma financial information presented herein for a number of reasons, including, but not limited to, differences in the assumptions used to prepare this unaudited pro forma condensed combined financial information.
| 1 |
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF JUNE 30, 2026
| Historical |
|
| ||||||||||||||||
|
|
| SUIC Worldwide Holdings Ltd. |
|
| Vision Renu Corporation |
|
| Transaction Accounting Adjustments |
|
| Note 4 |
| Pro Forma Combined | |||||
| Assets: | ||||||||||||||||||
| Current assets: | ||||||||||||||||||
| Cash and cash equivalents | $ | 2,987 | $ | 121,434 | — | $ | 124,421 | |||||||||||
| Notes and Accounts receivable | — | 3,987 | — | 3,987 | ||||||||||||||
| Accounts receivable-related parties | — | 93,272 | — | 93,272 | ||||||||||||||
| Inventories | — | 100,664 | — | 100,664 | ||||||||||||||
| Prepaid income tax | — | 68 | — | 68 | ||||||||||||||
| Other receivables-related parties | — | 44,327 | — | 44,327 | ||||||||||||||
| Other current assets | — | 31,239 | — | 31,239 | ||||||||||||||
| Total current assets | 2,987 | 394,991 | 397,978 | |||||||||||||||
| Financial Assets at FV OCI | — | 1,515,948 | — | 1,515,948 | ||||||||||||||
| Property, Plant and Equipment | — | 102,402 | — | 102,402 | ||||||||||||||
| Other receivables-related parties | — | — | — | — | ||||||||||||||
| Other loan receivables | 1,231 | — | 1,231 | |||||||||||||||
| Other Non-current Financial Assets Total non-current assets | — | 20,728 | — | 20,728 | ||||||||||||||
| Goodwill | — | — | 48,312,010 | 48,312,010 | ||||||||||||||
| Investment in Subsidiary | ||||||||||||||||||
| Total non-current assets | 1,231 | 1,639,078 | 48,312,010 | 49,952,318 | ||||||||||||||
| Total assets | $ | 4,218 |
|
| $ | 2,034,068 |
|
| $ | 48,312,010 |
|
|
|
| $ | 50,350,297 | ||
| Liabilities and Stockholders’ Equity: | ||||||||||||||||||
| Current liabilities | ||||||||||||||||||
| Credit Card payable | $ | 33,469 | $ | — | $ | — | $ | 33,469 | ||||||||||
| Accounts payable | 3,314 | 3,205 | — | 6,519 | ||||||||||||||
| Accrued interest payable | 137,680 | — | — | 137,680 | ||||||||||||||
| Other accrued expenses payable | 1,250 | 43,695 | — | 44,945 | ||||||||||||||
| Short term debt | 122,259 | 63,633 | — | 185,893 | ||||||||||||||
| Loan payables- others | 259,445 | — | — | 259,445 | ||||||||||||||
| Other payables- related party | 76,000 | — | — | 76,000 | ||||||||||||||
| Unearned Revenue | — | 26,113 | — | 26,113 | ||||||||||||||
| Other current liabilities | — | 497 | — | 497 | ||||||||||||||
| Total current liabilities | 633,418 | 137,143 | — | 770,560 | ||||||||||||||
| Non-current liabilities | ||||||||||||||||||
| Convertible promissory note | 231,700 | — | — | 231,700 | ||||||||||||||
| Long term- Bank loans | — | 94,001 | — | 94,001 | ||||||||||||||
| Guarantee deposit received | — | 573 | — | 573 | ||||||||||||||
| Non-current Equity-method Liability | — | 114,361 | — | 114,361 | ||||||||||||||
| Total non-current liabilities | 231,700 | 208,935 | — | 440,635 | ||||||||||||||
| Total liabilities | 865,118 | 346,078 | — | 1,211,196 | ||||||||||||||
| Stockholders’ equity (deficit): | ||||||||||||||||||
| SUIC common stock | 50,647 | — | 30,000 | A | 80,647 | |||||||||||||
| Vision Renu common stock | — | 5,732,164 | (5,732,164 | ) | B | — | ||||||||||||
| Additional paid-in capital SUIC | 1,765,118 | — | 25,470,000 | C | 27,235,118 | |||||||||||||
| Additional paid-in capital Vision Renu | — | 781,991 | (781,991 | ) | B | — | ||||||||||||
| Accumulated Deficit SUIC | (2,676,665 | ) | — | — | (2,676,665 | ) | ||||||||||||
| Accumulated Deficit Vision Renu | — | (4,422,186 | ) | 4,422,186 | B | — | ||||||||||||
| Net income or loss for current period-Vision Renu | — | (130,721 | ) | 130,721 | B | — | ||||||||||||
| Other Equity | — | (273,257 | ) | 273,257 | B | — | ||||||||||||
| Non-Controlling Interest 49% | — | — | 24,500,000 | D | 24,500,000 | |||||||||||||
| Total stockholders’ equity (deficit) | (860,900 | ) | 1,687,990 | 48,312,010 | 49,139,101 | |||||||||||||
| Total liabilities and stockholders’ equity (deficit) | $ | 4,218 |
|
| $ | 2,034,068 |
|
| $ | 48,312,010 |
|
|
|
| $ | 50,350,297 | ||
See accompanying notes to the unaudited pro forma condensed combined financial statements.
| 2 |
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2026
|
|
| Historical |
| |||||||||||||||
|
|
| SUIC Worldwide Holdings Ltd. |
|
| Vision Renu Corporation |
|
| Transaction Accounting Adjustments |
|
| Note 5 |
| Pro Forma Combined |
| ||||
| Revenues |
| $ | 20,000 |
|
|
| 108,847 |
|
|
| — |
|
|
|
|
| 128,847 |
|
| Cost of Goods Sold and Services |
|
| 10,000 |
|
|
| 32,436 |
|
|
| — |
|
|
|
|
| 42,436 |
|
| Gross Profit |
|
| 10,000 |
|
|
| 76,411 |
|
|
| — |
|
|
|
|
| 86,411 |
|
| Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sales and administrative |
|
| 27,388 |
|
|
| 205,279 |
|
|
| — |
|
|
|
|
| 232,667 |
|
| Research and development |
|
| — |
|
|
| 30,532 |
|
|
| — |
|
|
|
|
| 30,532 |
|
| Total operating expenses |
|
| 27,388 |
|
|
| 235,812 |
|
|
| — |
|
|
|
|
| 263,199 |
|
| Loss from operations |
|
| (17,388 | ) |
|
| (159,400 | ) |
|
| — |
|
|
|
|
| (176,788 | ) |
| Non-Operating Income and Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other income |
|
| — |
|
|
| 29,713 |
|
|
| — |
|
|
|
|
| 29,713 |
|
| Other gains and (losses) |
|
| — |
|
|
| (1,298 | ) |
|
| — |
|
|
|
|
| (1,298 | ) |
| Interest Expense - related party loans |
|
| (9,256 | ) |
|
| — |
|
|
| — |
|
|
|
|
| (9,256 | ) |
| Interest Expense -others |
|
| (3,592 | ) |
|
| — |
|
|
| — |
|
|
|
|
| (3,592 | ) |
| Finance cost |
|
| — |
|
|
| (826 | ) |
|
| — |
|
|
|
|
| (826 | ) |
| Total Non-Operating Income and Expenses |
|
| (12,848 | ) |
|
| 27,589 |
|
|
| — |
|
|
|
|
| 14,741 |
|
| Loss from continuing operations before income taxes |
|
| (30,236 | ) |
|
| (131,811 | ) |
|
| — |
|
|
|
|
| (162,048 | ) |
| Less: NCI Share of Loss (49%) |
|
| — |
|
|
| — |
|
|
| 64,588 |
|
| E |
|
| 64,588 |
|
| Less: Income Tax expense |
|
| — |
|
|
| — |
|
|
| — |
|
|
|
|
| — |
|
| Pro Forma Net Loss Attributable to SUIC |
| $ | (30,236 | ) |
| $ | (131,811 | ) |
| $ | 64,588 |
|
|
|
| $ | (97,460 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted average common shares outstanding, basic and diluted |
|
| 50,646,938 |
|
|
|
|
|
|
| 30,000,000 |
|
|
|
|
| 80,646,938 |
|
| Net loss per share attributable to common stockholders, basic and diluted |
| $ | (0.00060 | ) |
|
|
|
|
|
|
|
|
| F |
| $ | (0.00121 | ) |
See accompanying notes to the unaudited pro forma condensed combined financial statements.
| 3 |
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Note 1. Description of the Merger
On July 10, 2026 (the “Closing Date”), SUIC Worldwide Holdings Ltd., a Nevada Corporation (“SUIC”), executed a definitive share exchange agreement and completed the acquisition of a 51% controlling interest in Vision Renu Corporation, a Taiwan corporation (“Vision Renu”). The transaction was structured entirely as an equity-for-equity exchange. As sole consideration for the 51% controlling stake, the Company issued 30,000,000 shares of its common stock, par value $0.001 per share, to the selling shareholders of Vision Renu.
On the Closing Date, SUIC issued an aggregate of 30,000,000 shares of SUIC’s common stock (“SUIC Common Stock”) to Vision Renu stockholders.
Note 2. Basis of Presentation
The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended. The adjustments presented in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an understanding of the Combined Company upon consummation of the Merger. The unaudited pro forma condensed combined statement of operations data as of June 30, 2026 give effect to the Merger as if it had been consummated on January 1, 2025. The unaudited pro forma condensed combined balance sheet as of June 30, 2026 gives effect to the Merger and combines the historical balance sheets of SUIC and Vision Renu as if the Merger had been consummated as of such date.
The unaudited pro forma condensed combined financial information is based on the assumptions and adjustments that are described in the accompanying notes. Accordingly, the pro forma adjustments are preliminary, subject to further revision as additional information becomes available and additional analyses are performed and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information. Differences between these preliminary accounting conclusions and estimates and the final accounting conclusions and amounts may occur, and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial information and the Combined Company’s future results of operations and financial position.
The unaudited pro forma condensed combined financial information does not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies or other savings or expenses that may be associated with the integration of the two companies. The unaudited pro forma condensed combined financial information is not necessarily indicative of the financial position or results of operations in the future periods or the result that actually would have been realized had SUIC and Vision Renu been a combined organization during the specified periods. The actual results reported in periods following the Merger may differ significantly from those reflected in the unaudited condensed combined pro forma financial information presented herein for a number of reasons, including, but not limited to, differences in the assumptions used to prepare this unaudited pro forma condensed combined financial information.
Note 3. Accounting for the Merger
The unaudited pro forma condensed combined financial information gives effect to the Merger, which is accounted for under U.S. GAAP as an in-substance reverse recapitalization of Vision Renu by SUIC, as the transaction is, in essence, the issuance of equity for Vision Renu’s net assets, which primarily consists of receivables and other current assets. Under this method of accounting, SUIC is considered the accounting acquirer for financial reporting purposes.
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Note 4. Transaction Accounting Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2026.
The Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2026, reflects the following adjustments to give effect to the acquisition of the 51% controlling interest in Vision Renu Corporation (“Vision Renu”) as if it had occurred on June 30, 2026
| [A] | Represents the step-up adjustment to establish purchase price allocation goodwill and identifiable intangible assets under the acquisition method of accounting (ASC 805). The total implied enterprise valuation of Vision Renu is $50,000,000, derived from the $25,500,000 contract value of 30,000,000 newly issued parent shares evaluated at the transaction date closing market price of $0.85 per share, divided by the 51% acquired controlling interest. The step-up represents the residual allocation value after subtracting Vision Renu’s historical book assets ($2,034,068). |
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| [B] | Represents the standard consolidation adjustments required under US GAAP to completely eliminate SUIC’s initial historical par-value investment placeholder asset ($30,000.00) against 100% of Vision Renu’s pre-acquisition equity lines (including Common Stock, APIC, Retained Earnings, and Other Equity accounts) to neutralize pre-combination historical tracking structures upon consolidated presentation. |
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| Adjustment (B) – Elimination of Vision Renu Historical Equity | |
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| Reflects the mandatory elimination of Vision Renu’s pre-acquisition historical equity balances under acquisition accounting rules. This eliminates: |
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| · | Vision Renu Common Stock: ($5,732,165) |
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| · | Vision Renu Additional Paid-in Capital (APIC): ($781,991) |
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| · | Vision Renu Accumulated Deficit: $4,422,186 |
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| · | Vision Renu Other Equity components: $273,257 |
| [C] | Records the capital restructuring generated by the formal equity issuance to Vision Renu’s selling shareholders. Common Stock is credited for $30,000.00 to reflect 30,000,000 new shares at the official $0.001 par value, and Additional Paid-In Capital (APIC) is credited for $25,470,000.00 to capture the remaining transaction value premium ($25,500,000.00 contract fair value less the par distribution). |
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| [D] | Reflects the initial setup of the 49% Non-Controlling Interest (NCI) pool belonging to the outside minority owners of Vision Renu, measured as a residual share of total target equity required to bring the right side of the balance sheet into equilibrium with the asset base after absorbing Vision Renu’s historical liabilities. |
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| Adjustment (D) reflects the recognition of the 49% Non-Controlling Interest (NCI) in Vision Renu Corporation. This credit balance represents the portion of equity and comprehensive operations not owned by SUIC Worldwide Holdings Ltd. |
| · | Initial Valuation Setup: In accordance with ASC 805 (Business Combinations), the NCI was initially established on a pro forma basis at its acquisition-date fair value of $24,266,589 as of December 31, 2025. |
| · | Valuation Realignment: The subsequent shift to a flat $24,500,000 as of June 30, 2026, reflects a management realignment to fair value. This adjustment factors in the minority stockholders’ share of operational changes, currency translation fluctuations, and capital contributions during the subsequent six-month period. |
| · | Equity Classification: The $24,500,000 balance is presented as a separate, distinct line item within the consolidated Stockholders’ Equity section. |
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Note 5. Transaction Accounting Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations as of June 30, 2026.
The Unaudited Pro Forma Condensed Combined Statement of Operations for the six months ended June 30, 2026, reflects the following updates to give effect to the transaction as if the 51% acquisition had closed on January 1, 2025:
| [E] | Represents the extraction allocation of 49% of Vision Renu’s standalone annual net loss (-$131,811 × 49% = -$64,588), attributing the loss block to the outside non-controlling interest owners, thereby decreasing the final net loss concentration burdening SUIC’s equity pool. For the six months ended June 30, 2026, the 49% NCI share of Vision Renu Corporation’s standalone historical loss reduces the net loss attributable to SUIC Worldwide Holdings Ltd. common stockholders by $64,588. |
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| [F] | Restructures the pro forma basic and diluted share denominator by incorporating the 30,000,000 newly issued conversion shares as if they were fully active and circulating since January 1, 2026. The share pool adjustments mitigate basic net loss concentrations, bringing pro forma EPS to $(0.00121) per share. |
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