6-K - SUPX - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2025

Commission File No. 001-42013

Junee Limited

(Translation of registrant’s name into English)

3791 Jalan Bukit Merah

#09-03 E-Centre @ Redhill

Singapore 159471

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F

Form 20-F ☒ Form 40-F ☐

Financial Statements Relating to the Acquisitionof MindEnergy AI Technology Pte. Ltd. (“MindEnergy”)

Reference is made to the current reports on Form 6-K filed by Junee Limited (the “Company”) with the U.S. Securities Exchange Commission on March 12, 2025 and April 30, 2025 in which the Company disclosed the completion of the acquisition of MindEnergy. Pursuant to the requirements of Regulation S-X in connection with a significant acquisition, the Company is furnishing the relevant financial statements as exhibits to this Form 6-K.

EXHIBIT INDEX

Exhibit No.	Description
99.1	Audited Financial Statements of MindEnergy for the year ended June 30, 2024 and for the period from May 15, 2023 (date of incorporation) to June 30, 2023
99.2	Audited Financial Statements of MindEnergy for the six months ended December 31, 2024 and 2023
99.3	Unaudited Pro Forma Condensed Combined Financial Information

SIGNATURE

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 hereunto duly authorized.

Date: May 23, 2025	By:	/s/ Yu Chun Kit
	Name:	Yu Chun Kit
	Title	Executive Director

Exhibit 99.1

MINDENERGY AI TECHNOLOGY PTE. LTD.

INDEX TO FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets as of June 30, 2024 and 2023	F-3
Statements of Operations and Comprehensive Loss for the year ended June 30, 2024 and for the period from May 15, 2023 (date of incorporation) to June 30, 2023	F-4
Statements of Shareholders’ Equity for the year ended June 30, 2024 and for the period from May 15, 2023 (date of incorporation) to June 30, 2023	F-5
Statements of Cash Flows for the year ended June 30, 2024 and for the period from May 15, 2023 (date of incorporation) to June 30, 2023	F-6
Notes to Financial Statements	F-7 - F-11

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM

To the Directors and Stockholders of

MindEnergy AI Technology Pte. Ltd.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of MindEnergy AI Technology Pte. Ltd. (the “Company”) as of June 30, 2024 and 2023, and the related statements of operations and comprehensive loss, change in stockholders’ equity, and cash flows for the year ended June 30, 2024 and for the period from May 15, 2023 (date of incorporation) to June 30, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024 and 2023, and the results of its operations and its cash flows for the year ended June 30, 2024 and for the period from May 15, 2023 (date of incorporation) to June 30, 2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ KD & Co.

We have served as the Company’s auditor since 2025

Hong Kong, China

May 23, 2025

PCAOB ID: 7137

F-2

MINDENERGY AI TECHNOLOGY PTE. LTD.

Balance Sheets

	June 30,
	2024			2023
ASSETS
Non-current assets
Rent deposits	$	67,067		$	-
Operating lease right-of-use asset		746,669			-
Total non-current assets		813,736			-
Current assets
Cash and cash equivalents		888,328			7,396
Prepaid rent		24,368			-
Utility deposits		995			-
Total current assets		913,691			7,396
Total assets	$	1,727,427		$	7,396
LIABILITIES AND SHAREHOLDERS’ EQUITY
Non-current liabilities
Operating lease liability, non-current portion	$	515,705		$	-
Total non-current liabilities		515,705			-
Current liabilities
Other payables		1,474			-
Operating lease liability, current portion		254,247			-
Total current liabilities		255,721			-
Total liabilities		771,426			-
Shareholders’ equity
Ordinary shares		20,007,485			7,485
Subscription receivable		(19,000,000	)		-
Accumulated deficit		(49,951	)		-
Accumulated other comprehensive loss		(1,533	)		(89	)
Total shareholders’ equity		956,001			7,396
Total liabilities and shareholders’ equity	$	1,727,427		$	7,396

The accompanying notes are an integral part of these financial statements.

F-3

MINDENERGY AI TECHNOLOGY PTE. LTD.

Statements of Operations and Comprehensive Loss

	For the year ended June 30, 2024			For the period from May 15, 2023 (date of incorporation) to June 30, 2023
Revenue	$	-		$	-
Operating expenses
General and administrative expenses		(42,334	)		-
Total operating expenses		(42,334	)		-
Loss from operations		(42,334	)		-
Other expenses
Interest expenses		(7,617	)		-
Total other expenses		(7,617	)		-
Loss before income tax		(49,951	)		-
Income tax expense		-			-
Net loss	$	(49,951	)	$	-
Other comprehensive loss
Foreign currency translation adjustments		(1,444	)		(89	)
Comprehensive loss	$	(51,395	)	$	(89	)

The accompanying notes are an integral part of these financial statements.

F-4

MINDENERGY AI TECHNOLOGY PTE. LTD.

Statements of Shareholders’ Equity

For the year ended June 30, 2024

											Accumulated
											other
	Ordinary shares				Subscription			Accumulated			comprehensive			Shareholders’
	Number		Amount		receivable			deficit			loss			equity
Balance as of July 1, 2023		10,000	$	7,485	$	-		$	-		$	(89	)	$	7,396
Issuance of shares		15,000		20,000,000		-			-			-			20,000,000
Subscription receivable		-		-		(19,000,000	)		-			-			(19,000,000	)
Net loss		-		-		-			(49,951	)		-			(49,951	)
Foreign currency translation adjustment		-		-		-			-			(1,444	)		(1,444	)
Balance as of June 30, 2024		25,000	$	20,007,485	$	(19,000,000	)	$	(49,951	)	$	(1,533	)	$	956,001

For the period from May 15, 2023 (date ofincorporation) to June 30, 2023

									Accumulated
	Ordinary shares				Subscription		Accumulated		other<br><br>comprehensive			Shareholders’
	Number		Amount		receivable		deficit		loss			equity
Balance as of May 15, 2023		-	$	-	$	-	$	-	$	-		$	-
Issuance of shares		10,000		7,485		-		-		-			7,485
Foreign currency translation adjustment		-		-		-		-		(89	)		(89	)
Balance as of June 30, 2023		10,000	$	7,485	$	-	$	-	$	(89	)	$	7,396

The accompanying notes are an integral part of these financial statements.

F-5

MINDENERGY AI TECHNOLOGY PTE. LTD.

Statements of CashFlows

	For the year ended June 30, 2024			For the period from May 15, 2023 (date of incorporation) to June 30, 2023
Cash flows from operations:
Loss from operations	$	(49,951	)	$	-
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of operating lease right-of-use assets and interest of lease liabilities		38,448			-
Changes in operating assets and liabilities:
Prepaid rent		(24,514	)		-
Rent deposits		(67,470	)		-
Utility deposits		(1,001	)		-
Other payables		1,483			-
Operating lease liability		(15,025	)		-
Net cash used in operations		(118,030	)		-
Cash flows from investing activities:
Net cash used in investing activities		-			-
Cash flows from financing activities:
Issuance of shares		1,000,000			7,426
Net cash provided by financing activities		1,000,000			7,426
Effect of exchange rate change on cash and cash equivalents		(1,038	)		(30	)
Net increase in cash and cash equivalents		880,932			7,396
Cash and cash equivalents, beginning of year		7,396			-
Cash and cash equivalents, end of year	$	888,328		$	7,396
Supplemental non-cash in investing and financing activities:
Operating lease right-of-use assets, obtained in exchange for operating lease obligations	$	779,154		$	-

The accompanying notes are an integral part of these financial statements.

F-6

MINDENERGY AI TECHNOLOGY PTE. LTD.

FOR THE YEAR ENDED JUNE 30, 2024

NOTES TO FINANCIAL STATEMENTS

Note 1**– Organization and Business Description**

MindEnergy AI Technology Pte. Ltd. (the “Company”) was incorporated in Singapore on May 15, 2023, as a private company limited by shares under the Singapore Companies Act 1967. The Company’s registered office is located in Singapore.

The Company is principally engaged in the development and commercialization of artificial intelligence (AI) technologies, including AI-powered software platforms, enterprise-level automation services, and digital transformation solutions. Its operations include software development, licensing, and implementation of intelligent automation tools for corporate and institutional clients.

The Company was initially established by Mr. Geng Xuesong, who served as the founding shareholder and director. On February 26, 2025, Mr. Ma Chao, a Grenadian national, acquired 100% of the Company’s issued share capital and became the sole shareholder. Subsequently, on March 12, 2025, the Company entered into a Share Purchase Agreement with Junee Limited, a foreign private issuer listed with the U.S. Securities and Exchange Commission, under which Junee Limited acquired a 51% controlling interest in the Company. A second Share Purchase Agreement was signed on April 29, 2025, pursuant to which Junee Limited agreed to acquire the remaining 49% interest. On May 8, 2025, Junee Limited became the sole shareholder and parent company of MindEnergy AI Technology Pte. Ltd.

These financial statements reflect the financial position and results of operations of the Company as a standalone entity, prior to the change in control. The financial statements have been prepared on a going concern basis, assuming the Company will continue to operate in the foreseeable future.

Note 2**– Summary of Significant Accounting Policies**

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

Use of Estimates

The preparation of the Company’s financial statements in conformity with generally accepted accounting principles of the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Actual results could differ from those estimates.

Foreign Currency Translation

The Company’s financial statements are presented in the U.S. dollar ($), which is the Company’s reporting currency. The Company use Singapore Dollar (“SGD”) as its functional currency. Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of transaction. Any differences between the initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency transaction in the statements of income. Monetary assets and liabilities denominated in foreign currency are translated at the functional currency rate of exchange ruling at the balance sheet date. Any differences are taken to profit or loss as a gain or loss on foreign currency translation in the statements of income.

In accordance with ASC 830, Foreign Currency Matters, the Company translated the assets and liabilities into U.S. dollar using the rate of exchange prevailing at the applicable balance sheet date and the statements of income and cash flows are translated at an average rate during the reporting period. Adjustments resulting from the translation are recorded in shareholders’ equity as part of accumulated other comprehensive income.

F-7

Fair Value Measurements

ASC Topic 820,Fair Value Measurementand Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This topic also establishes a fair value hierarchy, which requires classification based on observable and unobservable inputs when measuring fair value. Certain current assets and current liabilities are financial instruments. Management believes their carrying amounts are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and, if applicable, their current interest rates are equivalent to interest rates currently available. The three levels of valuation hierarchy are defined as follows:

●	Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
●	Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
●	Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The carrying amounts of financial assets and liabilities, such as balance with related parties approximate their fair values because of the short maturity of these instruments or the rate of interest of these instruments approximate the market rate of interest.

Cash and Cash Equivalents

Cash and cash equivalents represent cash on hand, demand deposits, and other short-term highly liquid investments placed with banks, which have original maturities of three months or less and are readily convertible to known amounts of cash.

Income Tax

The Company uses the asset and liability method of accounting for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, “Income Taxes” (“ASC 740”). Under this method, income tax expense is recognized as the amount of: (i) taxes payable or refundable for the current year and (ii) future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Subscription Receivable

The Company records stock issuances at the effective date. If the subscription is not funded upon issuance, the Company records a subscription receivable as an asset on the balance sheet. When subscription receivables are not received prior to the issuance of financial statements at a reporting date in satisfaction of the requirements under Accounting Standard Codification (“ASC”) 505-10-45-2, Other transactions with shareholders, the stock subscription receivable is reclassified as a contra account to stockholders’ equity (deficit) on the balance sheet.

F-8

Note 3**– Income Tax**

The Company’s effective income tax rates were 0% for the year ended June 30, 2024 and for the period from May 15, 2023 (date of incorporation) to June 30, 2023. The applicable rates of income taxes are as follows:


Singapore statutory rate	17.0	%	17.0	%
Changes in valuation allowance	(17.0	)%	(17.0	)%
Effective tax rate	0	%	0	%

The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. A valuation allowance will be maintained until sufficient positive evidence exists to support the reversal of any portion or all of the valuation allowance.

	For the year ended June 30, 2024			For the period from May 15, 2023 (date of incorporation) to June 30, 2023
Deferred tax asset from operating losses carry-forwards	$	8,492		$	-
Valuation allowance		(8,492	)		-
Deferred tax asset, net	$	-		$	-

Note4 – Stockholders’ Equity

The Company is authorized under its Constitution to issue ordinary shares without par value, denominated in SGD or USD. Each ordinary share carries one vote on matters submitted to shareholders. There is no statutory limit on the number of shares the Company may issue.

On May 15, 2023, the Company issued 10,000 ordinary shares denominated in SGD for a total subscription amount of SGD 10,000. These shares were fully paid upon issuance.

On May 3, 2024, the Company issued 15,000 ordinary shares denominated in USD for a total subscription amount of $20,000,000. At the time of issuance, $1,000,000 was received in cash, and $19,000,000 remained unpaid. As of June 30, 2024, the unpaid amount was recorded as subscription receivable from shareholders.

F-9

Note 5**– Leases**

Operating leases as lessee

As of June 30, 2024, the Company has operating leases recorded on its balance sheets for office spaces that expire on June 12, 2027.

The following table shows right-of-use asset and operating lease liability, and the associated financial statement line items as of June 30, 2024 and 2023:

	June 30,
	2024		2023
Assets
Operating lease right-of-use asset	$	746,669	$	-
Liabilities
Operating lease liability, current portion	$	254,247	$	-
Operating lease liability, non-current portion	$	515,705	$	-
Weighted average remaining lease term (in months)		34.5		-
Weighted average discount rate (%) - Monthly		0.49		-

Information relating to operating lease activities for the year ended June 30, 2024 and for the period from May 15, 2023 (date of incorporation) to June 30, 2023 are as follows:

	For the year ended June 30, 2024		For the period from May 15, 2023 (date of incorporation) to June 30, 2023
Operating lease right-of-use asset, obtained in exchange for operating lease liability	$	779,154	$	-
Operating lease expenses
Amortization of right-of-use asset	$	30,831	$	-
Interest of lease liability		7,617		-
Total operating lease expenses	$	38,448	$	-

F-10

Maturities of lease liability were as follows:

	Operating Lease
For the year ending June 30,
2025	$	292,413
2026		292,413
2027		253,110
Total undiscounted payments	$	837,936
Less: Imputed interest		(67,984	)
Total operating lease liability		769,952
Less: Operating lease liability, current portion		(254,247	)
Operating lease liability, non-current portion	$	515,705

Note 6 – Related Party Transactions

There were no related party transactions during the year ended June 30, 2024, and no related party balances as of that date.

Note7 – Subsequent Events

On August 19, 2024, the Company received the remaining $19,000,000 subscription amount related to the issuance of 15,000 ordinary shares denominated in USD. As a result, all issued shares of the Company became fully paid as of that date.

On September 4, 2024, the Company entered into a loan agreement with Mr. Ma Chao, under which it extended a loan of USD 19,000,000 at an interest rate of 7.5% per annum, with repayment originally due on March 10, 2025. At the time of the loan, Mr. Ma Chao was not a shareholder or related party of the Company. Subsequently, on March 9, 2025, the Company and Mr. Ma Chao entered into a supplemental agreement to extend the loan’s repayment date to March 10, 2026, with all other terms and conditions of the original agreement remaining unchanged and in full force.

On February 26, 2025, Mr. Ma Chao, a Grenadian national, acquired 100% of the Company’s issued share capital and became the sole shareholder. From that date onward, transactions with Mr. Ma Chao are considered related party transactions.

On April 29, 2025, a second Share Purchase Agreement was signed, under which Junee Limited agreed to acquire the remaining 49% interest in the Company.

On May 8, 2025, Junee Limited became the sole shareholder and parent company of MindEnergy AI Technology Pte. Ltd.

F-11

Exhibit 99.2

MINDENERGY AI TECHNOLOGY PTE. LTD.

INDEX TO FINANCIAL STATEMENTS

	Page
Balance Sheets as of December 31, 2024 and June 30, 2024	F-2
Statements of Operations and Comprehensive Loss for the six months ended December 31, 2024 and 2023	F-3
Statements of Shareholders’ Equity for the six months ended December 31, 2024 and 2023	F-4
Statements of Cash Flows for the six months ended December 31, 2024 and 2023	F-5
Notes to Financial Statements	F-6 - F-11

F-1

MINDENERGY AI TECHNOLOGY PTE. LTD.

Balance Sheets

	December 31,<br> 2024			June 30,<br> 2024
ASSETS
Non-current assets
Rent deposits	$	66,571		$	67,067
Operating lease right-of-use asset		612,555			746,669
Property and equipment, net		9,900			-
Total non-current assets		689,026			813,736
Current assets
Cash and cash equivalents		316,414			888,328
Prepaid rent		24,188			24,368
Utility deposits		988			995
Loan receivable		19,000,000			-
Interest receivable		456,781			-
Total current assets		19,798,371			913,691
Total assets	$	20,487,397		$	1,727,427
LIABILITIES AND SHAREHOLDERS’ EQUITY
Non-current liabilities
Operating lease liability, non-current portion	$	380,098		$	515,705
Total non-current liabilities		380,098			515,705
Current liabilities
Other payables		-			1,474
Operating lease liability, current portion		259,814			254,247
Total current liabilities		259,814			255,721
Total liabilities		639,912			771,426
Shareholders’ equity
Ordinary shares		20,007,485			20,007,485
Subscription receivable		-			(19,000,000	)
Accumulated deficit		(168,494	)		(49,951	)
Accumulated other comprehensive income/(loss)		8,494			(1,533	)
Total shareholders’ equity		19,847,485			956,001
Total liabilities and shareholders’ equity	$	20,487,397		$	1,727,427

The accompanying notes are an integral part of these financial statements.

F-2

MINDENERGY AI TECHNOLOGYPTE. LTD.

Statements of Operations and Comprehensive Loss

	For the six months ended December 31, 2024			For the six months ended December 31, 2023
Revenue	$	-		$	-
Operating expenses
General and administrative expenses		(553,911	)		(2,139	)
Total operating expenses		(553,911	)		(2,139	)
Loss from operations		(553,911	)		(2,139	)
Other income/(expenses)
Interest income		456,781			-
Interest expenses		(21,413	)		-
Total other income		435,368			-
Loss before income tax		(118,543	)		(2,139	)
Income tax expense		-			-
Net loss	$	(118,543	)	$	(2,139	)
Other comprehensive income
Foreign currency translation adjustments		10,027			129
Comprehensive loss	$	(108,516	)	$	(2,010	)

The accompanying notes are an integral part of these financial statements.

F-3

MINDENERGY AI TECHNOLOGY PTE. LTD.

Statements of Shareholders’ Equity

For the six months ended December 31, 2024

											Accumulated
	Ordinary shares				Subscription			Accumulated			other<br><br>comprehensive			Shareholders’
	Number		Amount		receivable			deficit			income (loss)			equity
Balance as of July 1, 2024		25,000	$	20,007,485	$	(19,000,000	)	$	(49,951	)	$	(1,533	)	$	956,001
Ordinary shares issued for cash		-		-		19,000,000			-			-			19,000,000
Net loss		-		-		-			(118,543	)		-			(118,543	)
Foreign currency translation adjustment		-		-		-			-			10,027			10,027
Balance as of December 31, 2024		25,000	$	20,007,485	$	-		$	(168,494	)	$	8,494		$	19,847,485

For the six months ended December 31, 2023

										Accumulated
	Ordinary shares				Subscription		Accumulated			other<br><br>comprehensive			Shareholders’
	Number		Amount		receivable		deficit			income (loss)			equity
Balance as of July 1, 2023		10,000	$	7,485	$	-	$	-		$	(89	)	$	7,396
Net loss		-		-		-		(2,139	)		-			(2,139	)
Foreign currency translation adjustment		-		-		-		-			129			129
Balance as of December 31, 2023		10,000	$	7,485		-		(2,139	)		40			5,386

The accompanying notes are an integral part of these financial statements.

F-4

MINDENERGY AI TECHNOLOGY PTE. LTD.

Statements of CashFlows

	For the six months ended December 31, 2024			For the six months ended December 31, 2023
Cash flows from operations:
Loss from operations	$	(118,543	)	$	(2,139	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expenses		1,110			-
Amortization of operating lease right-of-use assets and interest of lease liabilities		153,945			-
Changes in operating assets and liabilities:
Other payables		(1,508	)		-
Interest receivable		(456,781	)		-
Operating lease liability		(149,569	)		-
Net cash used in operations		(571,346	)		(2,139	)
Cash flows from investing activities:
Purchases of equipment		(11,312	)		-
Loan receivable		(19,000,000	)		-
Net cash used in investing activities		(19,011,312	)		-
Cash flows from financing activities:
Issuance of shares		19,000,000			-
Net cash provided by financing activities		19,000,000			-
Effect of exchange rate change on cash and cash equivalents		10,744			129
Net decrease in cash and cash equivalents		(571,914	)		(2,010	)
Cash and cash equivalents, beginning of year		888,328			7,396
Cash and cash equivalents, end of year	$	316,414		$	5,386

The accompanying notes are an integral part of these financial statements.

F-5

MINDENERGY AI TECHNOLOGY PTE. LTD.

FOR THE SIX MONTHS ENDED DECEMBER 31, 2024

NOTES TO FINANCIAL STATEMENTS

Note 1**– Organization and Business Description**

Note 2**– Summary of Significant Accounting Policies**

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

Use of Estimates

Foreign Currency Translation

F-6

Fair Value Measurements

●	Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
●	Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
●	Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Cash and Cash Equivalents

Income Tax

Subscription Receivable

F-7

Note 3**– Income Tax**

The Company’s effective income tax rates were 0% for the six months ended December 31, 2024 and 2023. The applicable rates of income taxes are as follows:


Singapore statutory rate	17.0	%	17.0	%
Changes in valuation allowance	(17.0	)%	(17.0	)%
Effective tax rate	0	%	0	%

	For the six months ended December 31, 2024			For the six months ended December 31, 2023
Deferred tax asset from operating losses carry-forwards	$	20,153		$	364
Valuation allowance		(20,153	)		(364	)
Deferred tax asset, net	$	-		$	-

Note4 – Loan Receivable

On September 4, 2024, the Company entered into a loan agreement with Mr. Ma Chao, who was an unrelated third party at that time. Pursuant to the agreement, the Company extended a loan in the amount of $19,000,000.

The loan is unsecured, bears interest at a fixed annual rate of 7.5%, and has a term of six months, maturing on March 10, 2025. The purpose of the loan was for general investment purposes.

As of December 31, 2024, the loan remained outstanding, with total accrued interest of $456,781. Accordingly, the total amount receivable from Mr. Ma Chao as of that date was $19,456,781, comprising the original principal of $19,000,000 and accrued interest of $456,781.

The Company recognized $456,781 in interest income during the six months ended December 31, 2024, in accordance with ASC 835 – Interest.

Although Mr. Ma Chao became the sole shareholder of the Company on February 26, 2025, he was not a related party as of December 31, 2024. Therefore, the loan is presented as a non-related party receivable in these financial statements. It will be reclassified as a related party balance in future periods in accordance with ASC 850 – Related Party Disclosures.

Management has evaluated the collectability of the loan under ASC 326 – Financial Instruments – Credit Losses, and determined that no allowance for credit losses was necessary as of December 31, 2024. The loan and accrued interest are classified as current assets, as the maturity date falls within 12 months of the reporting date.

F-8

Note5 – Stockholders’ Equity

On May 15, 2023, the Company issued 10,000 ordinary shares denominated in SGD for a total subscription amount of SGD 10,000. These shares were fully paid upon issuance.

On August 19, 2024, the remaining $19,000,000 subscription amount for the USD-denominated shares was received in full from shareholders. As of December 31, 2024, all issued shares were fully paid.

As of December 31, 2024, the Company had 10,000 fully paid ordinary shares denominated in SGD and 15,000 fully paid ordinary shares denominated in USD.

Note 6**– Property and equipment, net**

Property and equipment, net is summarized as follows:

	December 31, 2024			June 30, 2024
Office equipment	$	10,976		$	-
Less: Accumulated depreciation		(1,076	)		-
Property and equipment, net	$	9,900		$	-

Depreciation expense for the six months ended December 31, 2024 was $1,110 and is included as a component of general and administrative expenses on the accompanying statements of operations and comprehensive loss. No depreciation expense was recognized for the six months ended December 31, 2023.

Note 7**– Leases**

Operating leases as lessee

As of December 31, 2024, the Company has operating leases recorded on its balance sheets for office spaces that expire on June 12, 2027.

The following table shows right-of-use asset and operating lease liability, and the associated financial statement line items as of December 31, 2024 and June 30, 2024:

	December 31, 2024		June 30, 2024
Assets
Operating lease right-of-use asset	$	612,555	$	746,669
Liabilities
Operating lease liability, current portion	$	259,814	$	254,247
Operating lease liability, non-current portion	$	380,098	$	515,705
Weighted average remaining lease term (in months)		28.5		34.5
Weighted average discount rate (%) - Monthly		0.49		0.49

F-9

Information relating to operating lease activities for the six months ended December 31, 2024 and 2023 are as follows:

	For the six months ended December 31, 2024		For the six months ended December 31, 2023
Operating lease right-of-use asset, obtained in exchange for operating lease liability	$	-	$	-
Operating lease expenses
Amortization of right-of-use asset	$	132,532	$	-
Interest of lease liability		21,413		-
Total operating lease expenses	$	153,945	$	-

Maturities of lease liability were as follows:

	Operating Lease
For the year ending June 30,
2025	$	145,126
2026		290,251
2027		251,239
Total undiscounted payments	$	686,616
Less: Imputed interest		(46,704	)
Total operating lease liability		639,912
Less: Operating lease liability, current portion		(259,814	)
Operating lease liability, non-current portion	$	380,098

Note 8 – Related Party Transactions

There were no related party transactions during the year ended December 31, 2024, and no related party balances as of that date.

Subsequent to year-end, on February 26, 2025, Mr. Ma Chao became the sole shareholder of the Company. As disclosed in Note 4 – Loan Receivable, the Company had an outstanding loan to Mr. Ma Chao as of December 31, 2024. Since he was not a related party at that date, the loan is not presented as a related party balance in these financial statements. The loan will be reclassified as a related party balance in future reporting periods in accordance with ASC 850 – Related Party Disclosures.

F-10

Note9 – Subsequent Events

Subsequently, on March 12, 2025, the Company entered into a Share Purchase Agreement with Junee Limited, a foreign private issuer listed with the U.S. Securities and Exchange Commission. Under the agreement, Junee Limited acquired a 51% controlling interest in the Company. On April 29, 2025, a second Share Purchase Agreement was signed, under which Junee Limited agreed to acquire the remaining 49% interest in the Company.

On May 8, 2025, Junee Limited became the sole shareholder and parent company of MindEnergy AI Technology Pte. Ltd.

On March 9, 2025, the Company and Mr. Ma Chao entered into a supplemental agreement to amend the terms of the loan agreement originally signed on September 4, 2024. Under the supplemental agreement, the repayment date of the loan amounting to $19,000,000 was extended from March 10, 2025, to March 10, 2026. All other terms and conditions of the original agreement remain unchanged and in full force.

F-11

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

INDEX TO FINANCIAL STATEMENTS

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS:
Introduction	2
Pro Forma Condensed Combined Balance Sheets as of December 31, 2024 (Unaudited)	4
Pro Forma Condensed Combined Statements of Operations and<br> Comprehensive Loss for the Six Months Ended December 31, 2024 (Unaudited)	5
Pro Forma Condensed Combined Statements of Operations and Comprehensive Loss for the Year Ended June 30, 2024 (Unaudited)	6
Notes to Pro Forma Condensed Combined Financial Statements (Unaudited)	7

INTRODUCTION

Pursuant to the 1^st^ Share Purchase Agreement, the initial consideration shall be $250,000 and the total purchase price could be up to $9,800,000. The consideration will be paid in newly issued ordinary shares of the Company at an issuance price of $4.00 per ordinary share. Pursuant to the 1^st^ Share Purchase Agreement, the Company shall initially issue 62,500 ordinary shares (the “Initial Issuance”) to the Seller, who shall complete all necessary regulatory filings to complete the transfer of the shares upon the Initial Issuance. As incentive for the Seller to collect and recover accounts receivable owed to the Target Company (the “AR”) within 365 days from the date of this agreement, for each amount of AR that the Seller collects for the Company post-closing, the Company shall issue to the Seller additional shares, at $4.00 per ordinary share, for which the value shall be equivalent to 51% of the collected amount, calculated based on the prevailing exchange rate at the bank on the date of collection. The maximum number of shares to be issued as consideration is up to 2,450,000.

On April 29, 2025, the Company entered into a share purchase agreement (the “2^nd^ Share Purchase Agreement”) with the Seller to acquire the remaining 49% of the issued and outstanding shares of MindEnergy. This acquisition follows an earlier transaction where the Company acquired 51% of the Target Company pursuant to a share purchase agreement dated March 12, 2025.

Pursuant to the 2^nd^ Share Purchase Agreement, the initial consideration shall be $240,000 and the total purchase price could be up to $9,415,688. The consideration will be paid in newly issued ordinary shares of the Company at an issuance price of $8.00 per ordinary share. Pursuant to the 2^nd^ Share Purchase Agreement, the Company shall initially issue 30,000 ordinary shares to the Seller. As incentive for the Seller to collect and recover accounts receivable owed to the Target Company within 365 days from the date of this agreement, for each amount of AR that the Seller collects for the Company post-closing, the Company shall issue to the Seller additional shares, at $8.00 per ordinary share, for which the value shall be equivalent to 49% of the collected amount, calculated based on the prevailing exchange rate at the bank on the date of collection. The maximum number of shares to be issued as consideration is up to 1,176,961.

After the above transactions, MindEnergy will become a wholly-owned subsidiary of the Company (the “Acquisition”).

MindEnergy is a company specializing in AI server design and software solutions, dedicated to providing efficient and sustainable computing power for generative AI and deep learning. Through this Acquisition, the Company aims to seize this rare market opportunity and accelerate its expansion into the AI training and inference servers market, marking a significant transition from traditional industries which it has been deeply engaged in over the years. Through this strategic investment, the Company will collaborate closely with MindEnergy to develop the next generation of AI training and inference servers, providing powerful and sustainable computing resources for the global AI industry.

The Company may also be obligated to issue up to an additional 3,534,461 shares of the Company’s common stock in aggregate as contingent consideration based on each amount of AR that the Seller collects for the Company post-closing within 365 days from the date of these agreements. The Company shall issue to the Seller additional shares, at $5.96 per ordinary share (being the weighted average of $4.00 and $8.00 per ordinary share, for which the value shall be equivalent to 51% and 49% of the collected amount, respectively), calculated based on the prevailing exchange rate at the bank on the date of collection.

The accompanying unaudited pro forma condensed combined balance sheets as of December 31, 2024 that combines the historical consolidated balance sheets of the Company and historical balance sheets of MindEnergy gives effect to the Acquisition as if it had occurred on December 31, 2024. The unaudited pro forma condensed combined statements of operations and comprehensive loss for the six months ended December 31, 2024 and the year ended June 30, 2024, which combine the historical consolidated statements of operations and comprehensive loss of the Company and the historical statements of operations and comprehensive loss of MindEnergy assume the Acquisition occurred on July 1, 2023.

The unaudited pro forma condensed combined financial information herein should be read in conjunction with the historical financial statements and the related notes thereto of the Company which are presented in the Annual Report on Form 20-F for the year ended June 30, 2024, filed on November 7, 2024 (File No. 001-42013), the Company’s historical unaudited condensed consolidated financial statements included in its Interim Report on Form 6-K for the six months ended December 31, 2024, filed on May 22, 2025 (File No. 001-42013), and the historical financial statements of MindEnergy which are presented as exhibits to this Form 6-K/A.

The allocation of the purchase price as reflected in the unaudited pro forma condensed combined financial information was based on a preliminary valuation of the assets acquired and liabilities assumed, and the valuation and accounting are subject to revision as more detailed analyses are completed and additional information about the fair value of assets acquired and liabilities assumed becomes available.

The following unaudited pro forma condensed combined financial statements are provided for illustrative purposes only and are based on available information and assumptions that the acquirer believes are reasonable. They do not purport to represent what the actual combined results of operations or the combined financial position would have been had the Acquisition occurred on the dates indicated, or on any other date, nor are they necessarily indicative of the Company’s future combined results of operations or the combined financial position after the Acquisition.

Junee Limited

Unaudited Pro Forma Condensed Combined BalanceSheets

As of December 31, 2024

(Expressed in U.S. Dollars, except forthe number of shares)

	Historical<br><br>Junee			Historical<br><br>MindEnergy			Pro Forma				Pro Forma
	Limited			(Note 3)			Adjustments			Notes	Combined
Assets
Current assets
Cash	$	3,233,000		$	316,414		$	-			$	3,549,414
Accounts receivable, net		81,465			-			-				81,465
Contract assets		40,163			-			-				40,163
Contract costs		29,908			-			-				29,908
Due from related parties		70,687			-			-				70,687
Rental deposits – related parties, current		22,008			-			-				22,008
Rental deposits, current		23,166			-			-				23,166
Loans receivable		180,414			19,000,000			-				19,180,414
Prepayments – related parties		7,336			-			-				7,336
Prepayments and other current assets		646,441			481,957			-				1,128,398
Total current assets		4,334,588			19,798,371			-				24,132,959
Non-current assets
Property and equipment, net		238,881			9,900			-				248,781
Operating lease right-of-use assets		794,349			612,555			-				1,406,904
Rental deposits, non-current		92,664			66,571			-				159,235
Deposits for investments		444,788			-			-				444,788
Investments in equity securities		480,000			-			-				480,000
Deferred tax assets, net		36,020			-			-				36,020
Total assets	$	6,421,290		$	20,487,397		$	-			$	26,908,687
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable	$	482,741		$	-		$	-			$	482,741
Contract liabilities		259,431			-			-				259,431
Current maturities of long-term bank borrowings		266,597			-			-				266,597
Due to related parties		117,809			-			-				117,809
Income tax payable		125,933			-			-				125,933
Operating lease liabilities, related parties, current		50,736			-			-				50,736
Operating lease liabilities, current		566,659			259,814			-				826,473
Accrued expenses and other current liabilities		308,479			-			13,254,229		5A		13,562,708
Total current liabilities		2,178,385			259,814			13,254,229				15,692,428
Non-current liabilities
Operating lease liabilities, non-current		183,937			380,098			-				564,035
Long-term bank borrowings, non-current		22,902			-			-				22,902
Total liabilities		2,385,224			639,912			13,254,229				16,279,365
Shareholders’ equity
Ordinary shares		6,935,390			20,007,485			(19,660,610	)	5A, 5C		7,282,265
Additional paid-in capital		4,227,212			-			-				4,227,212
Accumulated deficit		(7,211,825	)		(168,494	)		6,414,875		5B, 5C		(965,444	)
Accumulated other comprehensive income		85,289			8,494			(8,494	)	5C		85,289
Total shareholders’ equity		4,036,066			19,847,485			(13,254,229	)			10,629,322
Total liabilities and shareholders’ equity	$	6,421,290		$	20,487,397		$	-			$	26,908,687

See accompanying notes to unaudited pro forma condensed combined financial information.

Junee Limited

Unaudited Pro Forma Condensed Combined Statementsof Operations and Comprehensive Loss

For the Six Months Ended December 31, 2024

(Expressed in U.S. Dollars, except forthe number of shares)

	Historical<br><br>Junee			Historical<br><br>MindEnergy			Pro Forma					Pro Forma
	Limited			(Note 3)			Adjustments			Notes		Combined
Revenue	$	737,981		$	-		$	-				$	737,981
Cost of revenue		691,406			-			-					691,406
Gross profit		46,575			-			-					46,575
Operating expenses
Selling and marketing expenses		3,092			-			-					3,092
General and administrative expenses		6,318,303			575,324			-					6,893,627
Total operating expenses		6,321,395			575,324			-					6,896,719
Loss from operations		(6,274,820	)		(575,324	)		-					(6,850,144	)
Other income (expense)
Interest income (expense), net		115,897			456,781			-					572,678
Gain on disposal of property and equipment		22,465			-			-					22,465
Total other income, net		138,362			456,781			-					595,143
Loss before provision for income taxes		(6,136,458	)		(118,543	)		-					(6,255,001	)
Income tax (benefit) expense		(26,850	)		-			-					(26,850	)
Net loss	$	(6,109,608	)	$	(118,543	)	$	-				$	(6,228,151	)
Other comprehensive income
Foreign currency translation adjustments		67,760			10,027			-					77,787
Total comprehensive loss	$	(6,041,848	)	$	(108,516	)	$	-				$	(6,150,364)
Net loss per share – basic and diluted	$	(0.470	)				$	(0.006	)		5b	$	(0.476	)
Weighted average shares outstanding – basic and diluted		12,993,984						92,500			5c		13,086,484

See accompanying notes to unaudited pro forma condensed combined financial information.

Junee Limited

Unaudited Pro Forma Condensed Combined Statementsof Operations and Comprehensive Loss

For the Year Ended June 30, 2024

(Expressed in U.S. Dollars, except forthe number of shares)

	Historical<br><br>Junee			Historical<br><br>MindEnergy			Pro Forma				Pro Forma
	Limited			(Note 3)			Adjustments		Notes		Combined
Revenue	$	2,903,179		$	-		$	-			$	2,903,179
Cost of revenue		2,085,296			-			-				2,085,296
Gross profit		817,883			-			-				817,883
Operating expenses
Selling and marketing expenses		7,585			-			-				7,585
General and administrative expenses		1,848,149			49,951			-				1,898,100
Total operating expenses		1,855,734			49,951			-				1,905,685
Loss from operations		(1,037,851	)		(49,951	)		-				(1,087,802
Other income (expense)
Interest income (expense), net		52,125			-			-				52,125
Other income – related party		138,107			-			-				138,107
Bargain purchase arising from business combination		-			-			6,246,381		5a		6,246,381
Total other income, net		190,232			-			6,246,381				6,436,613
(Loss) income before provision for income taxes		(847,619	)		(49,951	)		6,246,381				5,348,811
Income tax expense		7,308			-			-				7,308
Net (loss) income	$	(854,927	)	$	(49,951	)	$	6,246,381			$	5,341,503
Other comprehensive income
Foreign currency translation adjustments		17,858			(1,444	)		-				16,414
Total comprehensive (loss) income	$	(837,069	)	$	(51,395	)	$	6,246,381				5,357,917
(Net loss) earnings per share – basic and diluted	$	(0.077	)				$	0.553		5b	$	0.476
Weighted average shares outstanding – basic and diluted		11,127,135						92,500		5c		11,219,635

All values are in US Dollars.

See accompanying notes to unaudited pro forma condensed combined financial information.

Junee Limited

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

1. Description of the Transaction

On March 12, 2025, the Company entered into a share purchase agreement (the “1^st^ Share Purchase Agreement”) with Ma Chao (the “Seller”). Pursuant to the 1^st^ Share Purchase Agreement, the Company agreed to acquire 51% of the issued and outstanding shares of MindEnergy AI Technology Pte. Ltd., a private limited company incorporated in Singapore (the “Target Company” or “MindEnergy”). On April 29, 2025, the Company entered into a share purchase agreement (the “2^nd^ Share Purchase Agreement”) with the Seller to acquire the remaining 49% of the issued and outstanding shares of MindEnergy. This acquisition follows an earlier transaction where the Company acquired 51% of the Target Company pursuant to a share purchase agreement dated March 12, 2025. After the above transactions, MindEnergy will become a wholly-owned subsidiary of the Company (the “Acquisition”).

The Company will account for the acquisition of MindEnergy as a business combination under U.S. GAAP. Under the acquisition method of accounting, the assets and liabilities of MindEnergy will be recorded as of the acquisition date, at their respective fair values, and consolidated with those of the Company. The Company issued 92,500 shares of the Company’s common stock in aggregate as set forth in the 1^st^ Share Purchase Agreement and the 2^nd^ Share Purchase Agreement. The Company may also be obligated to issue up to an additional 3,534,461 shares of the Company’s common stock in aggregate as contingent consideration based on each amount of recover accounts receivable owed to the Target Company by the Seller (the “AR”) that the Seller collects for the Company post-closing within 365 days from the date of these agreements. The Company shall issue to the Seller additional shares, at $5.96 per ordinary share (being the weighted average of $4.00 and $8.00 per ordinary share, for which the value shall be equivalent to 51% and 49% of the collected amount, respectively), calculated based on the prevailing exchange rate at the bank on the date of collection.

2. Basis of Presentation

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (“Article 11”), and are being provided pursuant to Rule 3-05 of Regulation S-X as the Acquisition constitutes a significant acquisition.

Article 11 requires the depiction of the accounting for the Acquisition (“Transaction Accounting Adjustments”) and the option to present the reasonable synergies and dis-synergies (“Management’s Adjustments”) in the explanatory notes to the unaudited pro forma condensed combined financial information. The Company has elected not to present Management’s Adjustments in the following unaudited pro forma condensed combined financial statements.

The accompanying unaudited pro forma condensed combined financial statements combine the historical consolidated financial statements of the Company and the historical financial statements of MindEnergy after giving effect to the Acquisition, using the acquisition method of accounting in accordance with Accounting Standards Codification (ASC) 805, “Business Combinations”, and applying the assumptions and adjustments described in the accompanying notes.

The historical consolidated financial statements have been adjusted to give effect to pro forma events based on information available to management during the preparation of the pro forma financial information and assumptions that management believes are reasonable and supportable. These unaudited pro forma condensed combined financial statements should be read in conjunction with the accompanying notes thereto of the Company which are presented in the Annual Report on Form 20-F for the year ended June 30, 2024, filed on November 7, 2024 (File No. 001-42013), the Company’s historical unaudited condensed consolidated financial statements included in its Interim Report on Form 6-K for the six months ended December 31, 2024, filed on May 22, 2025 (File No. 001-42013), and the historical financial statements of MindEnergy which are presented as exhibits to this Form 6-K/A. The following unaudited pro forma condensed combined financial statements are provided for illustrative purposes only and are based on available information and assumptions that the acquirer believes are reasonable. They do not purport to represent what the actual combined results of operations or the combined financial position would have been had the Acquisition occurred on the dates indicated, or on any other date, nor are they necessarily indicative of the Company’s future combined results of operations or the combined financial position after the Acquisition. No effect has been given in these pro forma financial statements for synergistic benefits that may be realized through the combination or costs that may be incurred in integrating operations.

3. Conforming accounting policies and presentation

The unaudited pro forma combined financial statements have been adjusted to reflect reclassifications of certain MindEnergy’s historical financial statement line items to conform to the financial statement line items presented in the Company’s historical financial statements. These reclassification adjustments include the following:

Unaudited pro forma condensed combined balance sheets as of December 31,2024

			Presentation in
Presentation in MindEnergy Financial Statements	Amount		Unaudited Pro Forma Condensed Combined Balance Sheets
Prepaid rent	$	24,188	Prepayments and other current assets
Utility deposits		988	Prepayments and other current assets
Interest receivable		456,781	Prepayments and other current assets

Unaudited pro forma condensed combined statements of operationsand comprehensive loss for the six months ended December 31, 2024

			Presentation in
Presentation in MindEnergy Financial Statements	Amount		Unaudited Pro Forma Condensed Combined Statements of Operations and Comprehensive Loss
Other income/(expenses) – Interest expenses	$	21,413	General and administrative expenses

Unaudited pro forma condensed combined statements of operationsand comprehensive loss for the year ended June 30, 2024

			Presentation in
Presentation in MindEnergy Financial Statements	Amount		Unaudited Pro Forma Condensed Combined Statements of Operations and Comprehensive Loss
Other expenses – Interest expenses	$	7,617	General and administrative expenses

The Company performed an initial review of the accounting policies of MindEnergy to determine if differences in accounting policies require reclassification or adjustment. Except for differences in naming conventions of various financials statement line items that are presented within this footnote, as a result of that preliminary review, the Company did not identify any material difference in accounting policies.

When the Company completes its final review of the accounting policies of MindEnergy, differences may be identified that, when conformed, could have a material impact on the unaudited pro forma condensed combined financial information.

4. Estimated consideration and preliminary purchase price allocation

The Company accounted for the Acquisition as the purchase of a business under U.S. GAAP. Under the acquisition method of accounting, the assets and liabilities of MindEnergy will be recorded as of the acquisition date, at their respective fair values, and consolidated with those of the Company. The estimated consideration and preliminary purchase price information has been prepared using a preliminary valuation. The preparation of the valuation required the use of significant assumptions and estimates. Critical estimates included, but were not limited to, future expected cash flows, including projected revenues and expenses, and the applicable discount rates. These estimates were based on assumptions that the Company believes to be reasonable. However, actual results may differ from these estimates.

The total consideration transferred follows:

Share consideration	$	346,875
Contingent consideration payable		13,254,229
Total consideration transferred	$	13,601,104

Acquisition related costs are not included as a component of consideration transferred, but are expensed in the periods in which the costs are incurred. In connection with the Acquisition, the acquisition related costs are not significant.

Fair Value of Net Assets Acquired

The following table presents the preliminary allocation of the purchase consideration for the Acquisition including the contingent consideration and the preliminary allocation of the purchase consideration as of December 31, 2024:

Consideration Transferred:
Share consideration ^(1)^	$	346,875
Contingent consideration payable ^(2)^		13,254,229
Total consideration transferred	$	13,601,104
Assets acquired and liabilities assumed:
Cash	$	316,414
Loans receivable		19,000,000
Prepayments and other current assets		481,957
Property and equipment, net		9,900
Operating lease right-of-use assets		612,555
Rental deposits, non-current		66,571
Operating lease liabilities, current		(259,814	)
Operating lease liabilities, non-current		(380,098	)
Total identifiable net assets	$	19,847,485
Bargain purchase arising from business combination		(6,246,381	)
	$	13,601,104
^(1)^	The fair value of the share consideration is computed on the basis of 92,500 shares issued and the Company’s common share closing price of $3.75 as at December 31, 2024.
---	---
^(2)^	The fair value of the contingent consideration payable is computed on the basis of additional 3,534,461 shares to be issued assuming the whole amount of AR is expected to be collected and the Company’s common share closing price of $3.75 as at December 31, 2024.

This preliminary purchase price allocation has been used to prepare pro forma adjustments in the pro forma balance sheets and statements of operations and comprehensive loss and is subject to adjustment as purchase accounting is finalized. The final purchase price allocation will be determined when the Company has completed the detailed valuations and necessary calculations. The final allocation could differ materially from the preliminary allocation used in the pro forma adjustments. The final allocation may include, but not be limited to: (1) changes in fair value of share consideration and contingent consideration payable; (2) changes in fair value of loans receivable; and (3) other changes to assets and liabilities.

5. Pro Forma Adjustments

This note should be read in conjunction with Notes 1 and 2. Adjustments included in the pro forma adjustments column of the pro forma condensed combined statements of operations and comprehensive loss and the pro forma condensed combined balance sheets include the following, as indicated in the “Notes” column thereto:

Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheets

A.	Reflects<br>the consideration paid for the acquisition, which was $346,875 related to the fair value of the share consideration in respect of 92,500<br>issued shares as at the date of Acquisition and $13,254,229 related to the fair value of the contingent consideration payable as at the<br>date of Acquisition.
B.	To adjust the bargain purchase arising from business combination of<br>$6,246,381 as at the date of Acquisition. The adjustment has been recorded as an adjustment to accumulated deficit. This adjustment will<br>not affect the Company’s statements of operations and comprehensive loss beyond 12 months after the date of Acquisition.
C.	Reflects the elimination of historical equity balances.

Adjustments to Unaudited Pro Forma Condensed Combined Statementsof Operations and Comprehensive Loss

As the Acquisition is being reflected in the unauditedpro forma condensed combined statements of operations and comprehensive loss as if it occurred at the beginning of the period presented,the bargain purchase arising from business combination of $6,246,381 has been adjusted as at the date of Acquisition. This adjustmentwill not affect the Company’s statements of operations and comprehensive loss beyond 12 months after the date of Acquisition.

b.	Basic and diluted pro forma (net loss) earnings per share<br>is based on the weighted average number of shares of the Company’s common shares outstanding for the period presented. The Company’s<br>potential dilutive securities have been excluded from the computation of diluted (net loss) earnings per share as the effect would be<br>antidilutive. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted (net loss)<br>earnings per share attributable to common stockholders is the same. The Company excluded the following potential common shares, presented<br>based on amounts outstanding at each pro forma period end, from the computation of pro forma diluted net loss per share attributable<br>to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:
	December 31,		June 30,
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	2024		2024
Share options to purchase common stock		1,250,000		-
c.	As<br>the Acquisition is being reflected in the unaudited pro forma condensed combined statements of operations and comprehensive loss as if<br>it occurred at the beginning of the period presented, the calculation of basic and diluted earnings per share includes 92,500 shares<br>of the Company’s common stock which were issued on the date of Acquisition.
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