WF Holding Ltd 6-K, filed Oct 2, 2026
WF Holding Ltd (WFF)
About this 6-K
WF Holding Ltd filed this 6-K on October 2, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of: October
Commission File Number:
(Translation of registrant’s name into English)
Lot 3893, Jalan 4D
Kg. Baru Subang
Seksyen U6, 40150 Shah Alam, Selangor, Malaysia
60-378471828
(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 ☐
EXPLANATORY NOTE
WF Holding Limited (the “Company”) is furnishing this report on Form 6-K to provide the unaudited consolidated financial statements for the six months ended June 30, 2026 and 2025 and incorporate such financial statements into the Company’s registration statement referenced below.
This report on Form 6-K is hereby incorporated by reference into the registration statement on Form F-3 (Registration Number 333-296397) to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
FORWARD-LOOKING INFORMATION
This report on Form 6-K contains forward-looking statements and information relating to the Company that are based on the current beliefs, expectations, assumptions, estimates and projections of management regarding the Company and its industry. When used in this report, the words “may”, “will”, “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan” and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. These statements reflect management’s current view of the Company concerning future events and are subject to certain risks, uncertainties and assumptions, including those risks and uncertainties which are generally set forth under the heading, “Key information - Risk Factors” and elsewhere in the Company’s Annual Report on Form 20-F filed on April 30, 2026 (the “Annual Report”). Should any of these risks or uncertainties materialize, or should the underlying assumptions about the Company’s business and the commercial markets in which the Company operates prove incorrect, actual results may vary materially from those described as anticipated, estimated or expected in the Annual Report.
All forward-looking statements included herein attributable to the Company or other parties or any person acting on behalf of the Company are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, the Company undertakes no obligations to update these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: October 2, 2026 | WF HOLDING LIMITED | |
| /s/ Leah Siang Ling | ||
| Name: | Leah Siang Ling | |
| Title: | Co-Chief Executive Officer | |
2
EXHIBIT INDEX
| Exhibit No. | Description of Exhibit | |
| 99.1 | Unaudited Interim Consolidated Financial Statements as of June 30, 2026 and for the six months ended June 30, 2026 and 2025 | |
| 99.2 | Operating and Financial Review and Prospects in Connection with the Interim Consolidated Financial Statements for the six months ended June 30, 2026 and 2025 | |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
3
Exhibit 99.1
WF HOLDING LIMITED
UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2026 AND 2025
F-1
WF HOLDING LIMITED
UNAUDITED INTERIM CONSOLIDATED BALANCE SHEETS
(Amounts expressed in US dollars (“$”) except for numbers of shares)
| As of | ||||||||
| June 30, 2026 |
December 31, 2025 |
|||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Inventories | ||||||||
| Other receivables, deposits and prepayments | ||||||||
| Prepaid taxes | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Property and equipment, net | ||||||||
| Land use right | ||||||||
| Right of use assets – operating lease | ||||||||
| Deferred tax assets | ||||||||
| Investment in equity investees | ||||||||
| Total non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Deferred revenue | ||||||||
| Accrued expenses and other payables | ||||||||
| Amount due to related parties | ||||||||
| Operating lease liabilities - current | ||||||||
| Finance lease liabilities - current | ||||||||
| Borrowings - current | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities | ||||||||
| Amount due to equity investees | ||||||||
| Operating lease liabilities - non-current | ||||||||
| Finance lease liabilities - non-current | ||||||||
| Borrowings - non-current | ||||||||
| Deferred revenue | ||||||||
| Total non-current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Shareholders’ equity | ||||||||
| Ordinary Shares, par value US$ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ||||||||
| Total WF Holding Limited shareholders’ equity | ||||||||
| Non-controlling interests | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
| * |
The accompanying notes form an integral part of the consolidated financial statements.
F-2
WF HOLDING LIMITED
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF OPERATION AND COMPREHENSIVE LOSS
(Amounts expressed in US dollars (“$”) except for numbers of shares)
| For the Six Months Ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| Revenue | $ | $ | ||||||
| Cost of sales | ||||||||
| Gross profit | ||||||||
| Administrative expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other (expense) income: | ||||||||
| Interest expense, net | ( | ) | ( | ) | ||||
| Fair value loss of warrant liability | ( | ) | ||||||
| Share of profit of equity investees | ||||||||
| Other income | ||||||||
| Total other (expense) income | ( | ) | ||||||
| Net loss before income tax expense | ( | ) | ( | ) | ||||
| Income tax expense | ( | ) | ( | ) | ||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Other comprehensive (loss) income | ||||||||
| Foreign currency translation (loss) gain | ( | ) | ||||||
| Total comprehensive loss | $ | ( | ) | $ | ( | ) | ||
| Loss per share – basic and diluted* | $ | ( | ) | $ | ( | ) | ||
| Weighted average number of shares outstanding – basic and diluted* | ||||||||
| * |
The accompanying notes form an integral part of the consolidated financial statements.
F-3
WF HOLDING LIMITED
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Amounts expressed in US dollars (“$”) except for numbers of shares)
| Ordinary Shares* | Additional | Retained |
Accumulated Other |
WF Holding |
Non- | |||||||||||||||||||||||||||
| Shares | Amount | Paid-in Capital |
(Accumulated Deficit) |
Comprehensive Income (Loss) |
Shareholders’ Equity |
controlling Interests |
Total | |||||||||||||||||||||||||
| Balance as of January 1, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||
| Issuance of ordinary shares in initial public offering | ||||||||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||
| Ordinary Shares* | Additional | Retained |
Accumulated Other |
WF Holding |
Non- |
|||||||||||||||||||||||||||
| Shares | Amount | Paid-in Capital |
(Accumulated Deficit) |
Comprehensive Income (Loss) |
Shareholders’ Equity |
controlling Interests |
Total | |||||||||||||||||||||||||
| Balance as of January 1, 2026 | $ | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Issuance of ordinary shares in private placement | ||||||||||||||||||||||||||||||||
| Issuance of ordinary shares upon cashless exercise of warrants | ||||||||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Foreign currency translation adjustment | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance as of June 30, 2026 | $ | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| * |
The accompanying notes form an integral part of the consolidated financial statements.
F-4
WF HOLDING LIMITED
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts expressed in US dollars (“$”) except for numbers of shares)
| For the Six Months Ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation of property and equipment | ||||||||
| Amortization on land use right | ||||||||
| Loss on disposal of property and equipment | ( | ) | ||||||
| Property and equipment written off | ||||||||
| Allowance for credit losses | ||||||||
| Fair value loss on warrant liabilities | ||||||||
| Non-cash lease costs | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Other receivables, deposits and prepayments | ( | ) | ( | ) | ||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses and other payables | ( | ) | ( | ) | ||||
| Deferred revenue | ( | ) | ||||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Inventories | ||||||||
| Related parties | ( | ) | ( | ) | ||||
| Prepaid taxes | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Sales proceeds from disposal of property and equipment | ||||||||
| Acquisition of subsidiary, net of cash acquired | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from the initial public offering | ||||||||
| Payment of offering costs | ( | ) | ||||||
| Proceeds from issuance of shares in private placement | ||||||||
| Repayment of borrowings | ( | ) | ( | ) | ||||
| Repayment of finance lease liabilities | ( | ) | ( | ) | ||||
| Cash provided by financing activities | ||||||||
| Effects of foreign exchange rate on cash and cash equivalents | ( | ) | ||||||
| Net (decrease) increase in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Interest paid | $ | $ | ||||||
| Income taxes (refunded) paid | $ | ( | ) | $ | ||||
The accompanying notes form an integral part of the consolidated financial statements.
F-5
WF HOLDING LIMITED
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
| 1. | General Information and Reorganization Transactions |
WF Holding Limited (“WF Holding”) was incorporated as a Cayman Islands exempted company on
Upon incorporation on March 7, 2023, the Company issued
On June 21, 2023, WF Holding and Win-Fung completed a corporate reorganization pursuant to a share sale and purchase agreement that WF Holding entered into with Win-Fung and its shareholders on May 23, 2023 (the “Reorganization”). Pursuant to the Reorganization, WF Holding acquired all of the issued and outstanding equity interests of Win-Fung in exchange for which it issued
Win-Fung is a manufacturer of fiberglass reinforced plastic products based in Malaysia. Its products range from tanks, pipes, ducts, gratings and other custom-made fiberglass reinforced plastic products and are sold to various industries, including, among others, chemical processing, water and wastewater treatment, and power generation.
Reorganization
The Reorganization has been accounted for as a recapitalization among entities under common control since the same controlling shareholder, Chee Hoong Lew, controlled WF Holding and Win-Fung before and after the Reorganization in accordance with ASC805-50-45-5. The consolidation of WF Holding and Win-Fung has been accounted for at historical cost and prepared on the basis as if the aforementioned transaction had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements. Results of operations for the periods presented comprise those of the previously separate entities combined from the beginning of the period to the end of the period, eliminating the effects of intra-entity transaction.
Acquisitions
On February 25, 2025, WF Holding incorporated WF Venture Ltd. (“WF Venture”) as a wholly owned subsidiary in the British Virgin Islands as part of its strategy to expand its investment and operating activities. During the year ended December 31, 2025, WF Venture completed a series of acquisitions and investments to establish and expand its business operations in Hong Kong SAR and Malaysia.
On May 15, 2025, WF Venture completed the acquisition of
Reverse Share Split
On April 13, 2026, WF Holding effected a
All share and per share data throughout these consolidated financial statements have been retroactively adjusted to reflect the foregoing share splits and share surrender.
F-6
WF HOLDING LIMITED
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
On July 5, 2025, WF Venture acquired a
On July 8, 2025, WF Venture acquired a
These transactions are described in further detail in Note 8 (Business Combinations and Asset Acquisitions) and Note 9 (Investment in Equity Investees).
| 2. | Significant Accounting Policies |
| (a) | Basis of Presentation |
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the regulations of the Securities and Exchange Commission (“SEC”).
| (b) | Principles of Consolidation |
The consolidated financial statements include the accounts of WF Holding, Win-Fung, WF Venture, GKI and RBSB (together, the “Company”). All inter-company balances and transactions have been eliminated in the consolidation.
The Company accounts for investments in entities over which it has significant influence, but does not own a majority equity interest or otherwise control, such as Carlico and RGSB, using the equity method of accounting in accordance with ASC Topic 323 – Investments - Equity Method and Joint Ventures. Under the equity method, the Company recognizes its proportionate share of the investee’s net income or loss in the consolidated statements of operations, and adjusts the carrying amount of the investment accordingly.
| (c) | Use of Estimates |
The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the recorded amounts of assets, liabilities, shareholders’ equity, revenues and expenses during the reporting period, and the disclosure of contingent liabilities at the date of the consolidated financial statements.
On an ongoing basis, management reviews its estimates and if deemed appropriate, those estimates are adjusted. The most significant estimates include allowance for credit loss, useful lives and impairment for property and equipment, impairment of goodwill, impairment of equity investees, allowance for inventory obsolescence, valuation of warranties, accruals for potential liabilities and contingencies and income taxes, which includes the determination of the valuation allowance for deferred tax assets (if any). Actual results could vary from the estimates and assumptions that were used.
| (d) | Cash and Cash Equivalents |
The Company considers petty cash on hand, and cash held in banks and deposits which are highly liquid and are unrestricted as to withdrawal or use to be cash and cash equivalents.
The Company maintains cash balances and deposits may exceed insured limits protected by a government authority, the Malaysia Deposit Insurance Corporation (“MDIC”). The eligible bank deposits, denominated in MYR or foreign currencies, are protected up to MYR
| (e) | Accounts Receivables and Allowance for Credit Losses |
Accounts receivable are recorded at the sales price of products sold to customers on trade credit terms less an allowance for credit loss on such receivables. The allowance for credit loss is estimated based on the Company’s assessment of various factors including historical experience, the age of the accounts receivable balances, current general economic conditions, future expectations and customer specific quantitative and qualitative factors that may affect the Company’s customers’ ability to pay. The Company writes off accounts receivable against the allowance for credit loss when a balance is determined to be uncollectible. As of June 30, 2026 and December 31, 2025, allowance for credit loss of $
F-7
WF HOLDING LIMITED
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
| (f) | Inventories |
Inventories include costs of materials, labor and manufacturing overhead cost. Inventories are valued at the lower of cost or an estimated net realizable value. The inventories cost is determined on the basis of the first-in, first-out methods. Allowances are recorded for slow-moving, obsolete or unusable inventories. The Company assesses inventories for estimated obsolescence or unmarketable products and writes down the difference between the cost of the inventories and the estimated net realizable values based upon assumptions about future sales and supplies on-hand. There was allowance for slow moving and obsolete inventory recorded for the six months ended June 30, 2026 and 2025.
| (g) | Property and Equipment, Net |
Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of depreciable assets as follows:
| Category | Estimated useful lives | |
| Building | ||
| Computers and software | ||
| Furniture and fittings | ||
| Machinery and equipment | ||
| Motor vehicles | ||
| Office equipment | ||
| Leasehold improvements |
Cost and accumulated depreciation for property retired or disposed of are removed from the accounts, and any resulting gain or loss is included in earnings. Expenditures for maintenance and repairs are charged to expense as incurred.
Management periodically assesses the estimated useful lives over which assets are depreciation or amortized. If the analysis warrants a change in the estimated useful lives of property and equipment, management will reduce the estimated lives and depreciate, or amortize the carrying value prospectively over the shorter remaining useful lives.
| (h) | Land Use Right |
Land use right is recorded at cost less accumulated amortization. Amortization is provided on a straight-line basis over the estimated term of the land use right. The Company has a land use right to
| (i) | Impairment of Long-lived Assets |
The Company evaluates the long-lived assets for impairment whenever events or changes in circumstances, such as a significant adverse change to market conditions that will impact the future use of the assets, indicate that the carrying amount of an asset may not be fully recoverable. When these events occur, the Company evaluates the recoverability of long-lived assets by comparing the carrying amount of the assets to the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, the Company recognizes an impairment loss based on the excess of the carrying amount of the assets over their fair value. Based on the Company’s assessments, impairment losses were recorded for the six months ended June 30, 2026 and 2025.
F-8
WF HOLDING LIMITED
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
| (j) | Business Combinations |
When the Company applies the acquisition method of accounting, the deemed purchase price is allocated to identifiable assets acquired and liabilities assumed. Any residual purchase price is recorded as goodwill. The allocation of the purchase price utilizes significant estimates in determining the fair values of assets acquired and liabilities assumed, especially with respect to intangible assets. Independent third-party appraisal firms are typically engaged in order to assist in the estimation process. The significant estimates and assumptions include, but are not limited to, the timing and amount of revenue and future cash flows, the discount rate reflecting the risk inherent in future cash flows and the perpetual growth rate used to calculate the terminal value.
Due to the inherent uncertainties involved in making the estimates and assumptions, the purchase price for acquisitions could be valued and allocated to the acquired assets and liabilities differently. Actual results may differ, or unanticipated events and circumstances may affect such estimates, which could require the Company to record an impairment of an acquired asset, including goodwill, or increase in the amounts recorded for an assumed liability.
| (k) | Asset Acquisitions |
The Company evaluates whether an acquisition should be accounted for as a business combination or an asset acquisition by first applying a screening test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If the screening test is not met, the Company evaluates whether the acquired set of activities and assets includes, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. Acquisitions that do not meet the definition of a business under ASC 805 are accounted for as asset acquisitions.
In an asset acquisition, the total cost of the acquisition, which includes the consideration paid plus direct transaction costs and the fair value of liabilities assumed, is allocated to the individual assets acquired based on their relative fair values. Unlike a business combination, no goodwill is recognized in an asset acquisition; instead, any premium paid over the fair value of the net identifiable assets is allocated to the cost basis of the primary assets acquired. Furthermore, direct transaction costs such as legal, accounting, and appraisal fees are capitalized as part of the initial cost of the assets acquired rather than being expensed as incurred.
| (l) | Goodwill |
Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and liabilities acquired in a business combination.
Goodwill is not depreciated or amortized but is tested for impairment on an annual basis as of December 31, and in between annual tests when an event occurs or circumstances change that could indicate that the asset might be impaired. In accordance with ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”) issued by the Financial Accounting Standards Board (“FASB”) guidance on testing of goodwill for impairment, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If as a result of its qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is mandatory. Otherwise, no further testing is required. The quantitative impairment test consists of a comparison of the fair value of each reporting unit with its carrying amount, including goodwill. If the carrying amount of each reporting unit exceeds its fair value, an impairment loss equal to the difference between the fair value of the reporting unit and its carrying amount will be recorded.
Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value of each reporting unit. The judgment in estimating the fair value of reporting units includes estimating future cash flows, determining appropriate discount rates and making other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit. For the period ended June, 2026 and 2025, the Company did recognized goodwill impairment.
| (m) | Investment in Equity Investees |
Investment in equity investees represents the Company investments in privately held companies. The Company apply the equity method of accounting to account for an equity investment according to ASC Topic 323, Investment—Equity Method and Joint Ventures (“ASC 323”), over which it has significant influence but does not own a majority equity interest or otherwise control.
F-9
WF HOLDING LIMITED
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
Under the equity method, the Company’s share of the post-acquisition profits or losses of the equity investees are recorded in share of results of equity investees in the consolidated statements of operations and comprehensive income/(loss) and its share of post-acquisition movements of accumulated other comprehensive income/(loss) are recorded in accumulated other comprehensive income/(loss) as a component of shareholders’ equity. The Company records its share of the results from equity investments in privately held companies twice a year, aligned with the Company’s half-yearly reporting cycle. The excess of the carrying amount of the investment over the underlying equity in net assets of the equity investee represents goodwill and intangible assets acquired. When the Company’s share of losses in the equity investee equals or exceeds its interest in the equity investee, the Company does not recognize further losses, unless the Company has incurred obligations or made payments or guarantees on behalf of the equity investee, or the Company holds other investments in the equity investee.
The Company continually reviews its investment in equity investees under equity method to determine whether a decline in fair value to below the carrying value is other-than-temporary. The primary factors the Company consider in its determination are the duration and severity of the decline in fair value, the financial condition, operating performance and the prospects of the equity investee, and other company specific information such as recent financing rounds. If the decline in fair value is deemed to be other-than-temporary, the carrying value of the equity investee is written down to fair value.
The Company equity investments without readily determinable fair values, which do not qualify for Net asset value practical expedient and over which the Company does not have the ability to exercise significant influence through the investments in common stock or in substance common stock, are accounted for under the measurement alternative. The Company makes assessment of whether an investment is impaired based on performance and financial position of the investee as well as other evidence of market value at each reporting date. Such assessment includes, but is not limited to, reviewing the investee’s cash position, recent financing, as well as the financial and business performance. When indicators of impairment exist, the Company also prepares quantitative measurements of the fair value of its equity investments using market approach, income approach or cost approach, if applicable, with observable or unobservable inputs and assumptions. Changes in inputs and assumptions might materially affect the determination of fair value of the Company equity investments. The Company recognizes an impairment loss equal to the difference between the carrying value and fair value in others, net in the consolidated statements of operations and comprehensive income/(loss) if there is any. Based on the Company’s assessments, the Company recognized an impairment loss of $730 for the year ended June 30, 2026, which is included in other income in the consolidated statements of operations.
| (n) | Warranty |
The Company provides warranty periods ranging from
| (o) | Fair Value Measurements |
The Company measures and discloses certain financial assets and liabilities at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Inputs used to measure fair value are classified using the following hierarchy:
| ● | Level 1. Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. |
| ● | Level 2. Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly through corroboration with observable market data. |
| ● | Level 3. Inputs are unobservable for the asset or liability and include situations in which there is little, if any, market activity for the asset or liability. The inputs used in the determination of fair value are based on the best information available under the circumstances and may require significant management judgment or estimation. |
F-10
WF HOLDING LIMITED
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
The Company endeavors to utilize the best available information in measuring fair value. The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable and accrued expenses reflected as current assets and current liabilities, bank borrowings and lease liabilities. Due to the short-term nature of these instruments, management considers their carrying value to approximate their fair value.
The Company’s non-financial assets, such as property and equipment, would be measured at fair value only if they were determined to be impaired. Management applies fair value measurement guidance to its impairment analysis for tangible assets.
| (p) | Revenue Recognition |
The Company recognizes revenue in accordance with Accounting Standards Update 2014-09, “Revenue from contracts with customers,” (Topic 606). Revenue is recognized when a customer obtains control of promised goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identify the contract(s) with a customer; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.
Manufacturing and Selling Fiberglass Products
The Company is principally engaged in manufacturing and selling fiberglass products. Revenue is recognized as the customer obtains control of the goods as outlined in the agreed-upon contract (i.e., performance obligations) with certain specifications and requirements for the products. The Company recognizes revenue at the point in time in which the performance obligation is fully satisfied by transferring control of the promised goods to the customer, which, in this case, occurs upon the delivery of goods to the customer.
If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each distinct performance obligation.
The Company also provides installation services after delivery of products and maintenance services either separately or together with selling of products. The Company determines that installation and maintenance services are distinct from the manufacturing and selling of products as the customer can benefit from these services independently of the products and the customer has the option to engage third-party contractors for these services. The Company determines the selling prices for installation and maintenance service to allocate the transaction price appropriately. Revenues from installation and maintenance services are recognized at the point in time when the services are completed and the customer can benefit from the results of the services. The Company recognizes revenue from installation and maintenance services upon completion of the services, as this is when control transfers to the customer. Upon completion of installation and maintenance services, the Company issues billing to the customer. Revenue is recognized at the point in time when the services are completed, as the Company has an enforceable right to payment for the performance completed.
For certain contracts, the Company provides warranties ranging from
The warranties provided by the Company not only provide the customer with assurance that the product will function and comply with agreed-upon specifications but also include services-typed warranties in addition to the assurance, such as providing remedy work at the customer’s site. The Company recognizes that the promised warranty service is a separate performance obligation in accordance with ASC 606-10-55-33. As the warranty is a distinct performance obligation, the Company allocates a percentage of the contract price to warranty service income, based on the agreed contract terms with the customer. The warranty service income is recognized as deferred revenue, indicating that the service has been promised to the customer but has not yet been fulfilled. Subsequently, the deferred revenue is recognized in the income statement over the warranty coverage period.
For downpayments collected from customers upon inception of the contract and scheduled payments received before the Company satisfies its performance obligation (e.g., delivery of the product), the Company records these amounts as deferred revenue on the basis that the Company has an unconditional right to receive consideration, as outlined in the contract terms in accordance with ASC 606-10-45-2.
F-11
WF HOLDING LIMITED
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
Deferred revenue is a contract liability that the Company is obligated to deliver the product to the customer for which the Company has received consideration or unconditional right to receive consideration from the customer. When the Company satisfies its performance obligation, which is upon the delivery of the product to the customer, the deferred revenue is recognized to the income statement.
Total deferred revenue recognized as revenue during the six months ended June 30, 2026 and 2025 was $
The deferred revenue balance is expected to be recognized to income statement as follows:
| Deferred Revenue | ||||
| 2026 (remainder) | $ | |||
| 2027 | ||||
| 2028 | ||||
| Total deferred revenue | $ | |||
The Company also provides technical services and transportation arrangements to customers, and the revenue is recognized upon services provided.
Food and Beverage Operations
Revenue from food and beverage operations is derived primarily from dine-in and takeaway sales. Revenue is recognized at a point in time when food and beverages are served to customers or collected by customers for takeaway.
The food and beverage operations were acquired during the period and are not material to the Company’s consolidated financial statements.
Customers typically pay at the point of sale for food and beverage transactions; accordingly, the Company does not have significant receivables or contract liabilities related to these operations.
In accordance with ASC 280-10-50-40, disaggregated revenues by each product and service or each similar products and services type which were recognized based on the nature of performance obligation disclosed above was as follows:
| For the Six Months Ended June 30, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| Amount | Percentage of Total Revenue | Amount | Percentage of Total Revenue | |||||||||||||
| Product sales | $ | % | $ | % | ||||||||||||
| Installation and maintenance service | % | % | ||||||||||||||
| Warranty income | % | % | ||||||||||||||
| Technical service | % | % | ||||||||||||||
| Transport income | % | % | ||||||||||||||
| Food and beverages | % | |||||||||||||||
| Total | $ | % | $ | % | ||||||||||||
Revenues classified by geographical areas in which the customers were located as follows:
| For the Six Months Ended June 30, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| Amount | Percentage of Total Revenue | Amount | Percentage Revenue | |||||||||||||
| Malaysia | $ | % | $ | % | ||||||||||||
| Singapore | % | % | ||||||||||||||
| Australia | % | % | ||||||||||||||
| China | % | % | ||||||||||||||
| Taiwan | % | |||||||||||||||
| Total | $ | % | $ | % | ||||||||||||
F-12
WF HOLDING LIMITED
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
| (q) | Cost of Sales |
The cost of sales includes material, labor, factory and tooling overhead, shipping, and freight costs. Major components of these expenses are sand paper, PVC, resin and other materials and facilities costs, such as rent, depreciation and utilities, related to the production and installation of the Company’s products. For the food and beverage operations, cost of sales primarily consists of the cost of food ingredients and beverages.
| (r) | Leases |
The Company determines if an arrangement is a lease at inception. Determining whether a contract contains a lease includes judgments regarding whether the contract conveys the right to control the use of identified property or equipment for a period of time in exchange for consideration.
The Company accounts for leases in accordance with ASC Topic 842, Leases, for the Company’s lease-related assets and liabilities based on their classification as operating leases or finance leases. For all arrangements as a lessee, the Company has elected an accounting policy to combine non-lease components with the related-lease components and treat the combined items as a lease for accounting purposes. The Company measures lease related assets and liabilities based on the present value of lease payments, including in-substance fixed payments, variable payments that depend on an index or rate measured at the commencement date, and the amount the Company believes is probable that it will pay the lessor under residual value guarantees when applicable. The Company discounts lease payments based on the Company’s estimated incremental borrowing rate at lease commencement (or modification), which is primarily based on the Company’s estimated credit rating, the lease term at commencement, and the contract currency of the lease arrangement. The Company has elected to exclude short term leases (leases with an original lease term less than one year) from the measurement of lease-related assets and liabilities.
| (s) | Income Taxes |
Income taxes include all domestic tax on taxable profit and are determined according to the tax laws of the jurisdictions in which the Company operates. Income taxes are accounted for under the asset and liability method in accordance with ASC 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss, capital loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in 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 income in the period that includes the enactment date.
The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Deferred income taxes are recorded net of a valuation allowance when it is more likely than not that all or a portion of a deferred tax assets will not be realized. In making such determination, the Company considers all available evidence, including projection of future taxable income, tax planning strategies, and recent results of operations.
Tax benefits associated with uncertain tax positions are recognized only if it is more likely than not that the tax position would be sustained on its technical merits. For positions not meeting the “more likely than not” test, no tax benefit is recognized. To the extent interest and penalties may be assessed related to unrecognized tax benefit, the Company records accruals for such amounts as a component of the income tax provision. The Company had unrecognized tax benefits as of June 30, 2026 and December 31, 2025.
ASC 740-10-25 prescribes a more-likely-than-not threshold for financial statements recognition and measurement of a tax position taken (or expected to be taken) in a tax return. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than a
F-13
WF HOLDING LIMITED
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
| (t) | Commitments and Contingencies |
In the normal course of business, the Company is subject to commitments and contingencies, including operating lease commitments, legal proceedings and claims arising out of its business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss will occur, and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments on liability for contingencies, including historical and the specific facts and circumstances of each matter.
| (u) | Loss Per Share |
Loss per share is calculated in accordance with ASC 260, Loss Per Share. Basic loss per share is computed by dividing the net loss attributable to shareholders of the Company by the weighted average number of shares outstanding during the period. Diluted loss per share is computed in accordance with the treasury stock method and based on the weighted average number of shares plus dilutive share equivalents. Dilutive share equivalents are excluded from the computation of diluted loss per share if their effects would be anti-dilutive. The Company has no dilutive share equivalents.
| (v) | Foreign Currency Translation and Transactions |
The Company’s principal country of operations is Malaysia. The financial position and results of its operations are determined using Ringgit Malaysia (“MYR”), the local currency, as the functional currency. Certain subsidiaries operate in foreign jurisdictions and use the local currency as their functional currency, including Hong Kong Dollar (“HKD”). The Company’s consolidated financial statements are reported using U.S. Dollar (“US$” or “$”).
The consolidated statements of operations and the consolidated statements of cash flows denominated in foreign currency are translated at the average rate of exchange during the reporting period. Assets and liabilities denominated in currencies other than the reporting currency are translated into the reporting currency at the rates of exchange prevailing at the balance sheet date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. As the cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets.
Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive income (loss) included in the consolidated statements of changes in shareholders’ equity. Gains and losses from foreign currency transactions are included in the consolidated statements of comprehensive income.
The value of the US$ may fluctuate against MYR and HKD. Any significant variations of the US$ relative to the MYR and HKD may materially affect the Company’s financial condition in terms of reporting in US$.
For the Period/Year Ended | ||||||||
June 30, 2026 | December 31, 2025 | |||||||
| US$ to MYR Period/End Rate | ||||||||
| US$ to HKD Period/End Rate | ||||||||
For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| US$ to MYR Average Rate | ||||||||
| US$ to HKD Average Rate | ||||||||
F-14
WF HOLDING LIMITED
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
| (w) | Segment Reporting |
The Company uses the management approach to determine the reporting operating segments, which considers the internal organization and reporting used by the Company’s chief operating decision maker for decision-making, resource allocation and performance assessment.
Based on management’s assessment, the CODM reviews the Company’s consolidated results of operations and does not evaluate performance on a discrete basis by product line or business unit. Accordingly, the Company has determined that it operates as a operating and reportable segment in accordance with ASC 280.
The Company’s food and beverage operations represent an immaterial component of its overall business.
| (x) | Concentration of Major Customers and Risks |
Concentrations
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of trade receivables. In the normal course of business, the Company provides credit to its customers and does not generally require collateral. The Company monitors concentration of credit risk associated with these receivables on an ongoing basis.
The Company performs credit checks for significant new customers and generally requires deposits for significant contracts.
| % of Consolidated trade receivables as of | % of Consolidated revenues for the six months ended, | |||||||||||||||
June 30, 2026 | December 31, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||
| Customer A | % | % | ||||||||||||||
| Customer B | % | |||||||||||||||
| Customer C | % | % | ||||||||||||||
| Customer D | % | % | ||||||||||||||
| Customer E | % | % | ||||||||||||||
| Customer F | % | |||||||||||||||
| * |
Credit Risk
Credit risk is the potential financial loss to the Company resulting from the failure of a customer or a counterparty to settle its financial and contractual obligations to the Company, as and when they fall due. As the Company does not hold any collateral, the maximum exposure to credit risk is the carrying amounts of accounts receivable and other receivable (excluding prepayments) and cash and bank balances presented on the consolidated balance sheets. The Company has no other financial assets which carry significant exposure to credit risk.
Foreign Currency Risk
The Company’s business transactions, assets, and liabilities are principally denominated in the functional currency of the respective entities, which, in most cases, is the Malaysian Ringgit. The Company is exposed to foreign currency risk arising from sales and purchases denominated in currencies other than the functional currency. In addition, the Company maintains bank balances in foreign currencies for working capital purposes. The currency that primarily gives rise to this exposure is the U.S. Dollar.
Fluctuations in the exchange rates between the various currencies used by the Company may lead to higher expenses and lower revenue, potentially impacting the Company’s financial performance.
F-15
WF HOLDING LIMITED
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
| (y) | Related Parties |
The Company adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of their immediate families and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.
| (z) | Recent Accounting Pronouncements |
The Company has evaluated all the recently issued, but not yet effective, accounting standards that have been issued or proposed by the Financial Accounting Standards Board (“FASB”) or other standards-setting bodies through the date of this report and do not believe the future adoption of any such standards will have a material impact on the Company’s consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, and in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Both early adoption and retrospective application are permitted. The Company is currently evaluating the impact that the adoption of these standards will have on its consolidated financial statements.
The Company reviews new accounting standards as issued but not yet effective. Management has not identified any other new standards that it believes will have a significant impact on the Company’s consolidated financial statements.
| 3. | Accounts Receivable |
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Accounts receivable from third parties | $ | $ | ||||||
| Accounts receivable from related parties | ||||||||
| Less: Allowance for credit losses | ( | ) | ( | ) | ||||
| $ | $ | |||||||
F-16
WF HOLDING LIMITED
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
The balance includes receivables totaling $
| 4. | Inventories |
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Raw materials | $ | $ | ||||||
| Work-in-process | ||||||||
| Finished goods | ||||||||
| $ | $ | |||||||
During the period ended June 30, 2026 and 2025, the Company did recognize inventory write-downs due to excess and obsolete inventory.
| 5. | Other Receivables, Deposits and Prepayments |
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Deposits | $ | $ | ||||||
| Prepayments | ||||||||
| Other receivables | ||||||||
| Other receivables from related parties | ||||||||
| Less: Allowance for credit losses | ||||||||
| $ | $ | |||||||
The deposits mainly related to deposits for utilities and leases, and deposits to levy for application of foreign workers.
| 6. | Property and Equipment, Net |
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Building | $ | $ | ||||||
| Computers and software | ||||||||
| Furniture and fittings | ||||||||
| Machinery and equipment | ||||||||
| Motor vehicles | ||||||||
| Office equipment | ||||||||
| Leasehold improvements | ||||||||
| Total property and equipment, gross | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Total property and equipment, net | $ | $ | ||||||
Depreciation included in:
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cost of sales | $ | $ | ||||||
| Administrative expenses | ||||||||
| $ | $ | |||||||
As of June 30, 2026 and December 31, 2025, property and equipment include finance lease right-of-use assets related to motor vehicles and machinery and equipment amounting to $
F-17
WF HOLDING LIMITED
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
| 7. | Land Use Right |
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Land use right | $ | $ | ||||||
| Less: Accumulated amortization | ( | ) | ( | ) | ||||
| Land use right, net | $ | $ | ||||||
Amortization expense for the following years is as follows:
| Amortization Expense | |||
| 2026 | $ | ||
| 2027 | |||
| 2028 | |||
| 2029 | |||
| 2030 | |||
| Thereafter | |||
| Total amortization expense | $ |
| 8. | Business Combinations and Asset Acquisitions |
Acquisition of GKI and Carlico
On May 15, 2025, WF Venture completed the acquisition of
Through this acquisition, the Company indirectly acquired approximately
Management evaluated the transaction under the framework of ASC 805, Business Combinations, and concluded that the acquisition should be accounted for as an asset acquisition. This determination was based on the application of the “screening test,” which indicated that substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable asset—the investment in Carlico. Furthermore, GKI did not meet the definition of a business as it lacked substantive processes and an organized workforce.
In accordance with the accounting for asset acquisitions in accordance with ASC 805-50, Asset Acquisitions, the Company allocated the total cost of the acquisition, comprising the cash consideration and liabilities assumed, to the assets acquired on a relative fair value basis. No goodwill was recognized in connection with this transaction; instead, the purchase premium was capitalized into the initial cost basis of the investment in Carlico.
F-18
WF HOLDING LIMITED
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the allocation of the purchase price to the identifiable assets acquired and liabilities assumed at the acquisition date:
| Amounts | ||||
| Assets | ||||
| Cash and cash equivalents | $ | |||
| Investment in equity investee | ||||
| Total identifiable assets acquired | ||||
| Liabilities | ||||
| Other payable | ( | ) | ||
| Amount due to equity investee | ( | ) | ||
| Amounts due to related parties | ( | ) | ||
| Total liabilities assumed | ( | ) | ||
| Net Assets Acquired | $ | |||
Acquisition of RBSB
On July 5, 2025, WF Venture acquired a
The acquisition has been accounted for as a business combination in accordance with ASC 805, Business Combinations. Accordingly, the Company consolidates the financial results of RBSB from the acquisition date and recognizes a non-controlling interest representing the
The following table summarizes the fair values of the identifiable assets acquired and liabilities assumed at the acquisition date:
| Amounts | ||||
| Assets | ||||
| Cash and cash equivalents | $ | |||
| Accounts receivable | ||||
| Inventories | ||||
| Other receivables, deposits and prepayment | ||||
| Prepaid tax | ||||
| Property and equipment | ||||
| Total identifiable assets acquired | ||||
| Liabilities | ||||
| Accounts payable | ( | ) | ||
| Other payable | ( | ) | ||
| Amounts due to related parties | ( | ) | ||
| Total liabilities assumed | ( | ) | ||
| Net identifiable liabilities assumed | $ | ( | ) | |
| Reconciliation to goodwill | ||||
| Consideration transferred | ||||
| Fair value of non-controlling interest | ( | ) | ||
| Less: Net identifiable liabilities assumed | ( | ) | ||
| Goodwill | $ | |||
F-19
WF HOLDING LIMITED
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
The fair value of the identifiable assets acquired and liabilities assumed approximate their carrying amounts at the acquisition date due to their short-term nature or because they are stated at amounts that approximate fair value.
The goodwill of $
For the period from July 5, 2025 to December 31, 2025, RBSB contributed $
| 9. | Investment in Equity Investees |
The Company’s equity method investments consist of investments in Carlico and RGSB.
On May 15, 2025, the Company indirectly acquired approximately
On July 8, 2025, the Company indirectly acquired a
The Company accounts for its investments in Carlico and RGSB under the equity method of accounting in accordance with ASC 323, Investments—Equity Method and Joint Ventures, as the Company has the ability to exercise significant influence over these investees but does not control them. The investments are initially recorded at cost and subsequently adjusted for (i) the Company’s share of the investees’ net income or loss and other comprehensive income, if any, and (ii) distributions received, which reduce the carrying amount of the investments.
As of June 30, 2026 and December 31, 2025, the carrying amounts of the Company’s equity method investments were as follows:
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Carlico | $ | $ | ||||||
| RGSB | ||||||||
| $ | $ | |||||||
F-20
WF HOLDING LIMITED
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended June 30, 2026 and 2025, the Company recognized the following share of results from its equity method investments:
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Carlico | $ | $ | ||||||
| RGSB | ||||||||
| $ | $ | |||||||
The share of results is included in “share of results of equity investees” in the consolidated statement of operations.
The Company evaluates its equity method investments for impairment in accordance with ASC 323 whenever events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable.
As of June 30, 2026 and December 31, 2025, the Company assessed its investment in Carlico and RGSB for impairment and recognized impairment losses of $
| 10. | Deferred Offering Costs |
The Company complies with the requirement of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that were directly related to the Company’s initial public offering. It was subsequently charged against the gross proceeds from the Company’s initial public offering completed on March 27, 2025 as a reduction of share capital. The Company capitalized $ and $
| 11. | Accrued Expenses and Other Payables |
Accrued expenses and other payables mainly represent accrued payroll related expenses, other operating expense and sales tax payable.
| 12. | Leases |
Operating Lease Liabilities
As of June 30, 2026, the Company has operating lease agreements for its hostel and office equipment and with remaining lease terms of
Information pertaining to right of use assets is summarized as follows:
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Hostel and office equipment | $ | $ | ||||||
| Less: Accumulated amortization | ( | ) | ( | ) | ||||
| Right of use assets, net | $ | $ | ||||||
The Company recognized the following total lease cost related to the Company’s lease arrangements:
| For the Six Months Ended June 30, | ||||||||
| Operating lease cost: | 2026 | 2025 | ||||||
| Operating lease | $ | $ | ||||||
| Expenses relating to short-term leases | ||||||||
| Total lease cost | $ | $ | ||||||
F-21
WF HOLDING LIMITED
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026, the present value of the net minimum lease payments are as follows:
| Future Minimum Lease Payments | Operating Leases | ||
| 2027 | $ | ||
| 2028 | |||
| 2029 | |||
| 2030 | |||
| 2031 | |||
| Total remaining lease payments (undiscounted) | |||
| Less imputed interest | ( | ||
| Present value of lease liabilities | $ |
Other information related to leases for the six months ended June 30, 2026 and year ended December 31, 2025.
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Weighted-average remaining lease term - operating leases | ||||||||
| Weighted-average discount rate - operating leases | % | % | ||||||
| Right of use assets obtained in exchange for new operating lease liabilities | $ | $ | ||||||
| Cash paid for amounts included in the measurement of lease liabilities – operating cash flow from operating leases | $ | ( | ) | $ | ( | ) | ||
Finance Lease Liabilities
The Company acquired motor vehicles under a hire purchase financing arrangement for a total of $ and $
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Finance lease liabilities | $ | $ | ||||||
| Less Finance lease liabilities – current | ( | ) | ( | ) | ||||
| Finance lease liabilities – non-current | $ | $ | ||||||
As of June 30, 2026, the net minimum lease payments are as follows:
| Year Ended June 30, | Leases Payment | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Less imputed interest | ( | ) | ||
| Finance lease liabilities | $ | |||
| Finance lease liabilities – current | $ | |||
| Finance lease liabilities – non-current | $ | |||
F-22
WF HOLDING LIMITED
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
| 13. | Borrowings |
The borrowings consisted of the following:
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Term loan I | $ | $ | ||||||
| Term loan II | ||||||||
| Less borrowings – current | ( | ) | ( | ) | ||||
| Borrowings – non-current | $ | $ | ||||||
Term Loans
On July 23, 2020, the Company entered into a term loan agreement with a bank institution for a total facility of $
On August 17, 2020, the Company entered into a term loan agreement with a bank institution for a total facility of $
The annual maturities of the principal amount of term loan as of June 30, 2026 are as follows:
| Annual Maturities | |||
| 2027 | $ | ||
| 2028 | |||
| 2029 | |||
| 2030 | |||
| 2031 | |||
| Thereafter | |||
| Total | $ |
| 14. | Shareholders’ Equity |
As of June 30, 2026, the Company is authorized to issue
Upon incorporation on March 7, 2023, the Company issued
On June 21, 2023, the Company issued an aggregate of
On March 26, 2025, the Company entered into an underwriting agreement with Dominari Securities LLC, as representative of the underwriters named on Schedule 1 thereto, relating to the Company’s initial public offering of ordinary shares. Under the underwriting agreement, the Company agreed to sell
F-23
WF HOLDING LIMITED
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
On March 28, 2025, the closing of the initial public offering was completed. The Company sold
On April 13, 2026, WF Holding effected a
On June 11, 2026, the Company completed a private placement and issued
On June 22, 2026, warrant holders executed an alternate cashless exercise of these
After the share consolidation, as of June 30, 2026 and December 31, 2025, there were
| 15. | Income Taxes |
The Company and its subsidiaries are subject to income taxes on an entity basis on income derived from the location in which each entity is domiciled.
Cayman Islands
WF Holding is domiciled in the Cayman Islands. Under the current laws of the Cayman Islands, the Company is not subject to any income tax.
British Virgin Islands
Under the current tax laws of the British Virgin Islands, WF Venture is not subject to tax on income or capital gains.
Malaysia
For Win-Fung and RBSB, the income tax is calculated at
Hong Kong
GKI is subject to a Hong Kong profits tax of
The components of profit (loss) before income tax expense are summarized as follows:
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Domestic (Cayman Islands) | $ | ( | ) | $ | ( | ) | ||
| Foreign (Malaysia) | ( | ) | ||||||
| Foreign (Hong Kong) | ( | ) | ||||||
| Foreign (Others) | ( | ) | ||||||
| Total | $ | ( | ) | $ | ( | ) | ||
F-24
WF HOLDING LIMITED
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
The provision for income taxes consisted of the following:
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Current income tax expenses | ||||||||
| Domestic (Cayman Islands) | $ | $ | ||||||
| Foreign (Malaysia) | ||||||||
| Foreign (Hong Kong) | ||||||||
| Foreign (Others) | ||||||||
| Total current income tax expense | ||||||||
| Current income tax expenses | ||||||||
| Domestic (Cayman Islands) | $ | $ | ||||||
| Foreign (Malaysia) | ||||||||
| Foreign (Hong Kong) | ||||||||
| Foreign (Others) | ||||||||
| Total deferred income tax benefits | ||||||||
| Total income tax expense | $ | $ | ||||||
The following table presents net of income taxes (refunds) paid, disaggregated by jurisdiction:
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Domestic (Cayman Islands) | $ | $ | ||||||
| Foreign (Malaysia) | ( | ) | ||||||
| Foreign (Hong Kong) | ||||||||
| Foreign (Others) | ||||||||
| Total | $ | ( | ) | $ | ||||
Below is a reconciliation of the statutory tax rate to the effective tax rate after the adoption of ASU 2023-09:
| For the Six Months Ended June 30, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| Amount | Effective Tax Rate | Amount | Effective Tax Rate | |||||||||||||
| Loss before income tax expense | $ | ( | ) | $ | ( | ) | ||||||||||
| Tax effect at the Malaysia corporate tax rates of 24% | ( | ) | % | ( | ) | % | ||||||||||
| Non-deductible expenditure | ( | )% | ( | )% | ||||||||||||
| Income not subject to tax | ( | ) | % | % | ||||||||||||
| Deferred tax assets not recognized | ( | )% | % | |||||||||||||
| Under provision in prior years | ( | )% | ||||||||||||||
| Total income tax expense | $ | ( | )% | $ | ( | )% | ||||||||||
F-25
WF HOLDING LIMITED
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
Deferred income tax results from temporary differences in the recognition of income and expenses for financial reporting purposes and for tax purposes.
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Allowance for credit losses | $ | ( | ) | $ | ( | ) | ||
| Accelerated tax depreciation | ||||||||
| Total | $ | ( | ) | $ | ( | ) | ||
| 16. | Commitments and Contingencies |
In the ordinary course of business, the Company may be subject to legal proceedings regarding contractual and employment relationships and a variety of other matters. The Company records contingent liabilities resulting from such claims, when a loss is assessed to be probable, and the amount of the loss is reasonably estimable. In the opinion of management, there were pending or threatened claims and litigation as of June 30, 2026 and through the issuance date of these consolidated financial statements.
The Company is currently involved in civil proceedings against two former customers for the recovery of outstanding receivables totaling $
| 17. | Related Party Transactions and Balances |
The table below sets forth the major related parties and their relationship with the Company as of June 30, 2026:
| Name of Related Parties | Relationship with the Company | |
| Chee Hoong Lew (“Mr. Lew”) | ||
| Yew Chean Lim (“Ms. Lim”) | ||
| Wai Boon Law (“Ms. Law”) | ||
| Chung Kin Loo (“Mr. Loo”) | ||
| Flakeshield Sdn Bhd (“Flakeshield”) | ||
| Acmos (M) Sdn Bhd (“Acmos”) | ||
| Kirby Swim Equip Pty Ltd (“Kirby Australia”) | ||
| Kirby Swim Equipment Pte Ltd (“Kirby Singapore”) | ||
| One Fatboyz Limited (“OFL”) | ||
| Snow Bear Capital Limited (“SBCL”) | ||
| Carlico International Group Holdings Limited (“Carlico”) * |
| * |
F-26
WF HOLDING LIMITED
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
During the six months ended June 30, 2026 and 2025, related party transactions consist of the following:
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Sales to Flakeshield | $ | $ | ||||||
| Purchase from Flakeshield | ||||||||
| Rental expenses to Mr. Lew | ||||||||
| Repayment to OFL | ||||||||
| Repayment to SBCL | ||||||||
| Repayment to Kirby Australia | ||||||||
As of June 30, 2026 and December 31, 2025, accounts receivable consisted of the following amount due from related parties:
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Flakeshield | $ | $ | ||||||
| Kirby Singapore | ||||||||
| Total | $ | $ | ||||||
As of June 30, 2026 and December 31, 2025, other receivable consisted of the following amount due from related party:
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Flakeshield | $ | $ | ||||||
As of June 30, 2026 and December 31, 2025, accounts payable consisted of the following amount due to related parties:
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Flakeshield | $ | $ | ||||||
| Acmos | ||||||||
| Total | $ | $ | ||||||
As of June 30, 2026 and December 31, 2025, other payable consisted of the following amount due to related party:
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Acmos | $ | $ | ||||||
As of June 30, 2026 and December 31, 2025, due to related parties consists of the following:
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Mr. Lew | $ | $ | ||||||
| Ms. Lim | ( | ) | ||||||
| Ms. Law | ||||||||
| Mr. Loo | ||||||||
| Carlico | ||||||||
| Total | $ | $ | ||||||
F-27
WF HOLDING LIMITED
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
The transactions amount due to related parties are as of the following:
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| As of January 1, | $ | $ | ||||||
| Advances | ||||||||
| Repayment | ( | ) | ( | ) | ||||
| $ | $ | |||||||
The balances mainly represent operating expenses and corporate expenses paid on behalf of the Company. Except for $
| 18. | Subsequent Events |
In accordance with the requirements of ASC Topic 855, the Company has evaluated all significant events that occurred subsequent to the consolidated balance sheet date and up to the approval of these consolidated financial statements. Except for the items disclosed below in these consolidated financial statements, there have been no other subsequent events that would require recognition or disclosure in the financial statements.
Subsequent to the reporting period, the Company completed the following transactions:
Authorized Share Increase and Redesignation
On July 10, 2026, the Company’s authorized capital was redesignated and reclassified from $
Standby Equity Purchase Agreement
On July 30, 2026, the Company entered into a standby equity purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Investor”), pursuant to which the Investor has agreed to purchase up to an aggregate of $
Under the terms and subject to the conditions of the Purchase Agreement, the Company has the right, but not the obligation, to sell to the Investor, and the Investor is obligated to purchase, ordinary shares in an amount of up to the Commitment Amount. The Company may, from time to time and at its sole discretion, for a period of twenty-four (24) months from the date of the Purchase Agreement, on any trading day that it selects, provided that the closing price of the ordinary shares is equal to or greater than $
The Company will control the timing and amount of any sales of ordinary shares to the Investor. The purchase price of the ordinary shares that may be sold to the Investor under the Purchase Agreement will be equal to the lower of (i) $
The Purchase Agreement will automatically terminate on the earliest of (i) the first day of the month next following the 24-month anniversary of the date of the Purchase Agreement or (ii) the date on which the Investor shall have purchased ordinary shares equal to the Commitment Amount. The Purchase Agreement may also be terminated by mutual agreement of the parties. Neither party may assign or transfer its rights and obligations under the Purchase Agreement.
In connection with the foregoing transactions, on July 30, 2026, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Univest Securities, LLC (the “Placement Agent”), pursuant to which the Placement Agent agreed to act as the Company’s exclusive placement agent in connection with the Purchase Agreement. Pursuant to the Placement Agency Agreement, the Placement Agent is entitled to (i) a cash fee equal to five percent (
To date, the Company has issued an aggregate of
F-28
Exhibit 99.2
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
In this report, as used herein, and unless the context suggests otherwise, the terms “we,” “us,” “our” or “our company” refer to the combined business of WF Holding Limited and its consolidated subsidiaries.
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited consolidated financial statements and the related notes included elsewhere in this report on Form 6-K and with the discussion and analysis of our financial condition and results of operations contained in our Annual Report on Form 20-F for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission on April 30, 2026 (the “Form 20-F”). This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those identified elsewhere in this report on Form 6-K, and those listed in the Form 20-F under “Item 3. Key Information-D. Risk Factors” or in other parts of the Form 20-F.
Overview
We are a manufacturer of fiberglass reinforced plastic, or FRP, products based in Malaysia. For over 30 years, we have been providing high-quality and durable FRP products to various industries, including, among others, chemical processing, water and wastewater treatment, and power generation.
Our products range from tanks, pipes, ducts, gratings and other custom-made FRP products. We use advanced production technology and equipment and have obtained various certifications, including an ISO 9001:2015 certification from NQA. Our manufacturing capabilities allow us to design and fabricate products that meet the specific needs of our clients, ensuring high-quality and reliable performance.
As a result of our acquisition of 70% of the equity interests of The Rise Bar & Cafe Sdn. Bhd in July 2025, we are also engaged in the sale of food and beverage items; however, these operations are not material to our operations as they only represented less than 1% of our revenue during the six months ended June 30, 2026. Since these operations are not material, we have not described them in detail in this report.
Recent Developments
Authorized Share Increase and Redesignation
On July 10, 2026, our authorized capital was redesignated and reclassified from $50,000 divided into 200,000,000 ordinary shares of $0.00025 par value each to $25,000,000,000 divided into 90,000,000,000,000 ordinary shares of $0.00025 par value each and 10,000,000,000,000 class A shares of $0.00025 par value each by redesignating 10,000,000,000,000 ordinary shares, comprising 3,170,664 issued ordinary shares held by Lew Capital Private Limited, 270,000 issued ordinary shares held by LYC Capital Private Limited and 9,999,996,559,336 unissued ordinary shares into class A shares on a one-for-one basis.
Standby Equity Purchase Agreement
On July 30, 2026, we entered into a standby equity purchase agreement, or the Purchase Agreement, with an institutional investor, or the Investor, pursuant to which the Investor has agreed to purchase up to an aggregate of $30,000,000 of our ordinary shares, or the Commitment Amount, from time to time over the term of the Purchase Agreement, of which $3,000,000, or the Pre-Paid Credit, was pre-paid by the Investor on July 31, 2026. In consideration for the Investor’s commitment to purchase ordinary shares under the Purchase Agreement, we issued 750,000 ordinary shares to the Investor.
Under the terms and subject to the conditions of the Purchase Agreement, we have the right, but not the obligation, to sell to the Investor, and the Investor is obligated to purchase, ordinary shares in an amount of up to the Commitment Amount. We may, from time to time and at our sole discretion, for a period of twenty-four (24) months from the date of the Purchase Agreement, on any trading day that we select, provided that the closing price of our ordinary shares is equal to or greater than $0.10, direct the Investor to purchase a minimum of $100,000 and up to a maximum of $3,000,000 of ordinary shares, subject to a beneficial ownership limitation equal to 9.99% of the ordinary shares outstanding from time to time.
We will control the timing and amount of any sales of ordinary shares to the Investor. The purchase price of the ordinary shares that may be sold to the Investor under the Purchase Agreement will be equal to the lower of (i) $1.01 (equal to 50% of the closing price of our ordinary shares on the Nasdaq Capital Market on the date of the Purchase Agreement) and (ii) 50% of the lowest closing price of our ordinary shares on the Nasdaq Capital Market during the one hundred and eighty (180) trading days immediately preceding the applicable purchase request date, in each case subject to a floor price of $0.10 (subject to adjustment in the event of a share split, share dividend, recapitalization, reorganization or similar transaction).
1
The Purchase Agreement will automatically terminate on the earliest of (i) the first day of the month next following the 24-month anniversary of the date of the Purchase Agreement or (ii) the date on which the Investor shall have purchased ordinary shares equal to the Commitment Amount. The Purchase Agreement may also be terminated by mutual agreement of the parties. Neither party may assign or transfer its rights and obligations under the Purchase Agreement.
In connection with the foregoing transactions, on July 30, 2026, we entered into a placement agency agreement, or the Placement Agency Agreement, with Univest Securities, LLC, or the Placement Agent, pursuant to which the Placement Agent agreed to act as our exclusive placement agent in connection with the Purchase Agreement. Pursuant to the Placement Agency Agreement, the Placement Agent is entitled to (i) a cash fee equal to five percent (5%) of the aggregate gross proceeds received under the Purchase Agreement and (ii) reimbursement of reasonable travel and out-of-pocket expenses, including legal counsel fees and disbursements, in an amount not to exceed an aggregate of $50,000, subject to compliance with FINRA Rule 5110(f)(2)(D).
To date, we have issued an aggregate of 3,600,000 ordinary shares to the Investor under the Purchase Agreement for a purchase price of $1,890,000, which has been deducted from the Pre-Paid Credit.
Results of Operations
The following table sets forth key components of our results of operations during the six months ended June 30, 2026 and 2025, both in dollars and as a percentage of our revenue.
| For the Six Months Ended June 30, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| Amount | % of Revenue | Amount | % of Revenue | |||||||||||||
| Revenue | 3,055,765 | 100 | % | $ | 3,515,890 | 100.00 | % | |||||||||
| Cost of sales | 2,465,515 | 80.68 | % | 2,321,681 | 66.03 | % | ||||||||||
| Gross profit | 590,250 | 19.32 | % | 1,194,209 | 33.97 | % | ||||||||||
| Administrative expenses | 1,748,139 | 57.21 | % | 1,469,419 | 41.79 | % | ||||||||||
| Loss from operations | (1,157,889 | ) | (37.89 | )% | (275,210 | ) | (7.83 | )% | ||||||||
| Other (expense) income: | ||||||||||||||||
| Interest expense, net | (6,845 | ) | (0.22 | )% | (8,988 | ) | (0.26 | )% | ||||||||
| Fair value loss of warrant liability | (81,988,910 | ) | (2,683.09 | )% | - | - | ||||||||||
| Share of profit of equity investees | 730 | 0.02 | % | - | - | |||||||||||
| Other income | 76,514 | 2.50 | % | 20,895 | 0.59 | % | ||||||||||
| Total other (expense) income: | (81,918,511 | ) | (2,680.79 | )% | 11,907 | 0.34 | % | |||||||||
| Net loss before income tax expense | (83,076,400 | ) | (2,718.68 | )% | (263,303 | ) | (7.49 | )% | ||||||||
| Income tax expense | (31,910 | ) | (1.04 | )% | (57,241 | ) | (1.63 | )% | ||||||||
| Net loss | (83,108,310 | ) | (2,719.72 | )% | $ | (320,544 | ) | (9.12 | )% | |||||||
Revenue. We generate revenue from the sale of our FRP products and related installation and maintenance services. We also provide warranties, technical services and transportation arrangements for customers. We have also generated minimal revenue from the sale of food and beverage items. Our revenue decreased by $460,125, or 13.1%, to $3,055,765 for the six months ended June 30, 2026 from $3,515,890 for the six months ended June 30, 2025. This decrease was primarily due to a lower volume of sales orders received during the first half of 2026.
The following table summarizes our revenues by each product and service type:
| For the Six Months Ended June 30, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| Amount | Percentage of Revenue | Amount | Percentage of Revenue | |||||||||||||
| Product sales | $ | 2,586,656 | 84.65 | % | $ | 3,065,824 | 87.20 | % | ||||||||
| Installation and maintenance service | 132,546 | 4.34 | % | 142,749 | 4.06 | % | ||||||||||
| Warranty income | 48,979 | 1.60 | % | 41,015 | 1.17 | % | ||||||||||
| Technical service | 93,447 | 3.06 | % | 77,268 | 2.20 | % | ||||||||||
| Transport income | 181,228 | 5.93 | % | 189,034 | 5.37 | % | ||||||||||
| Food and beverages | 12,909 | 0.42 | % | - | - | |||||||||||
| Total | $ | 3,055,765 | 100.00 | % | $ | 3,515,890 | 100.00 | % | ||||||||
2
The following table summarizes our revenues by geographical areas in which the customers were located:
| For the Six Months Ended June 30, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| Amount | Percentage of Revenue | Amount | Percentage of Revenue | |||||||||||||
| Malaysia | $ | 1,039,085 | 34.00 | % | $ | 1,037,165 | 29.50 | % | ||||||||
| Singapore | 996,895 | 32.62 | % | 694,989 | 19.77 | % | ||||||||||
| Australia | 937,317 | 30.68 | % | 1,041,840 | 29.63 | % | ||||||||||
| China | 82,468 | 2.70 | % | 596,259 | 16.96 | % | ||||||||||
| Taiwan | - | - | 145,637 | 4.14 | % | |||||||||||
| Total | $ | 3,055,765 | 100.00 | % | $ | 3,515,890 | 100.00 | % | ||||||||
During the six months ended June 30, 2026, the geographical distribution of our revenue was primarily driven by major project deliveries to Malaysia, Australia and Singapore. Consequently, Singapore’s share of total revenue rose from 19.77% to 32.62% due to increased project volume. Conversely, China’s share of total revenue declined sharply from 16.96% to 2.70%, primarily due to the completion projects and fewer new order rollouts during the period. Fluctuations in regional revenue distribution may vary from period to period, depending on factors such as project size, contract value, delivery timelines, and complexity of orders in our pipeline.
Cost of sales. Our cost of sales is mainly comprised of raw material costs, labor costs and sub-contracting costs. Our cost of sales increased by $143,834, or 6.2%, to $2,465,515 for the six months ended June 30, 2026 from $2,321,681 for the six months ended June 30, 2025. As a percentage of revenue, cost of sales was 80.68% and 66.03% for the six months ended June 30, 2026 and 2025, respectively. This increase was primarily driven by higher freight and transportation costs.
Gross profit. As a result of the foregoing, our gross profit decreased by $603,959, or 50.57%, to $590,250 for the six months ended June 30, 2026 from $1,194,209 for the six months ended June 30, 2025. Gross margin (percent of revenue) was 19.32% and 33.97% for the six months ended June 30, 2026 and 2025, respectively. This contraction in gross margin was primarily attributable to elevated freight and transportation expenses, alongside reduced overall sales volumes for the six months ended June 30, 2026.
Administrative expenses. Our administrative expenses primarily consist of salaries and employee benefits, depreciation, finance costs, legal and professional fees, property and related expenses and other expenses in connection with general operations. Our administrative expenses increased by $278,720, or 18.97%, to $1,748,139 for the six months ended June 30, 2026 from $1,469,419 for the six months ended June 30, 2025. As a percentage of revenue, administrative expense was 57.21% and 41.79% for the six months ended June 30, 2026 and 2025, respectively. The increase was primarily due to an expansion in operating overhead related to incremental professional fees, regulatory expenditures and investor relations expenditures.
Total other (expense) income. We had total other expense, net, of $81,918,511 for the six months ended June 30, 2026, as compared to total other income, net, of $11,907 for the six months ended June 30, 2025. Total other expense, net, for the six months ended June 30, 2026 consisted of fair value loss of warrant liability of $81,988,910 and interest expense of $6,845, offset by other income, net of $76,514 and the share of profit of equity investees of $730, while total other income, net, for the six months ended June 30, 2025, consisted of other income of $20,895, offset by interest expense of $8,988. For the six months ended June 30, 2026, we recognized a non-cash fair value loss on warrant liabilities of $81,988,910, which is included in total other (expense) income. The fair value loss on warrant liabilities reflects the initial fair value recognition of the warrants upon issuance and the required mark-to-market remeasurement immediately prior to exercise, which was primarily driven by the fair value of the underlying ordinary shares relative to the contractual exercise terms. This fair value loss on warrant liabilities is entirely non-cash and has no impact on our cash flows or operations.
Income tax expense. We incurred an income tax expense of $31,910 and $57,241 for the six months ended June 30, 2026 and 2025, respectively. The decrease in tax expense was primarily attributed to lower taxable income.
Net loss. As a result of the cumulative effect of the factors described above, our net loss was $83,108,310 for the six months ended June 30, 2026, as compared to net loss of $320,544 for the six months ended June 30, 2025, an increase of $82,787,766. As noted above, the increase was mostly due to the non-cash fair value loss of warrant liabilities.
3
Liquidity and Capital Resources
As of June 30, 2026, we had cash and cash equivalents of $1,360,903. To date, we have financed our operations primarily through revenue generated from operations, bank loans, the net proceeds from our initial public offering and other equity and debt financings as and when appropriate.
Management has prepared estimates of operations and believes that sufficient funds will be generated from operations to fund our operations and to service our debt obligations for at least the next twelve months. We may, however, in the future require additional cash resources due to changing business conditions, implementation of our strategy to expand our business, or other investments or acquisitions we may decide to pursue. If our own financial resources are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities could result in dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects.
In June 2026, we successfully closed a private placement from which we realized approximately $5 million in gross proceeds. As of the date of this report, the Company utilized these proceeds to fund a $5.0 million refundable deposit paid to RCL Kelstar Sdn. Bhd., a Malaysian entity, for the proposed acquisition of its shares. The acquisition remains subject to the completion of due diligence. Upon successful closing, the deposit will be applied toward the total purchase consideration.
Summary of Cash Flow
The following table provides detailed information about our net cash flow for the six months ended June 30, 2026 and 2025.
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net cash used in operating activities | $ | (5,798,328 | ) | $ | (1,796,218 | ) | ||
| Net cash used in investing activities | (57,321 | ) | (3,166,864 | ) | ||||
| Cash provided by financing activities | 4,948,556 | 6,809,671 | ||||||
| Effects of foreign exchange rate | (32,763 | ) | 113,674 | |||||
| Net (decrease) increase in cash and cash equivalents | (939,856 | ) | 1,960,263 | |||||
| Cash and cash equivalents at beginning of period | 2,300,759 | 1,190,629 | ||||||
| Cash and cash equivalents at end of period | $ | 1,360,903 | $ | 3,150,892 | ||||
Net cash used in operating activities was $5,798,328 for the six months ended June 30, 2026, as compared to $1,796,218 for the six months ended June 30, 2025. For the six months ended June 30, 2026, our net loss of $83,108,310 and increases in other receivables, deposits and prepayments $4,618,649, offset by fair value loss on warrant liabilities $81,988,910, were the primary drivers of the net cash used in operating activities. For the six months ended June 30, 2025, our net loss of $320,544, increases in other receivables, deposits and prepayments $1,117,583 and a decrease in amount due to related parties of $600,864, offset by a decrease in inventories of $344,034, were the primary drivers of the net cash used in operating activities.
Net cash used in investing activities was $57,321 for the six months ended June 30, 2026, as compared to $3,166,864 for the six months ended June 30, 2025. The net cash used in investing activities for the six months ended June 30, 2026 consisted entirely of purchases of property and equipment, while the net cash used in investing activities for the six months ended June 30, 2025 consisted of acquisition of a subsidiary of $3,000,000 and purchases of property and equipment of $171,545, offset by proceeds from the disposal of property and equipment of $4,681.
Net cash provided by financing activities was $4,948,556 for the six months ended June 30, 2026, as compared to $6,809,671 for the six months ended June 30, 2025. The net cash provided by financing activities for the six months ended June 30, 2026 consisted of proceeds from the private placement described below of $5,000,000, offset by repayments of borrowings of $22,088 and repayments of finance lease liabilities of $29,356, while the net cash provided by financing activities for the six months ended June 30, 2025 consisted of proceeds from our initial public offering of $8,960,000, offset by offering costs of $2,087,291, repayments of borrowings of $31,828 and repayments of finance lease liabilities of $31,210.
4
Private Placement
On June 11, 2026, we issued and sold to certain investors 4,032,258 ordinary shares and warrants for the purchase of 40,322,580 ordinary shares for aggregate gross proceeds of $5,000,000, pursuant to a securities purchase agreement that we entered into with such purchasers on June 10, 2026. The warrants were exercisable upon issuance for a period of five (5) years at an initial exercise price of $0.248; provided that under an alternate cashless exercise option contained in the warrants, commencing on the tenth (10th) day following issuance, the holders of the warrants had the right to exercise the warrants and receive an aggregate number of ordinary shares equal to the product of (i) the aggregate number of ordinary shares that would be issuable upon a cash exercise of the warrants and (ii) 0.9. On June 22, 2026, all of the warrants were exercised under the alternate cashless exercise option resulting in the issuance of 36,290,322 ordinary shares.
Term Loan
On August 17, 2020, we entered into a term loan agreement with a bank institution for a total facility of $239,499 with a maturity date 180 months from the drawdown date, December 8, 2020, where the first instalment commenced on January 1, 2021. The loan bears an interest rate of 3.2% per annum. This loan is secured by several asset sale agreements over Shariah compliant commodities, several joint and several guarantees of certain directors of our subsidiary Win-Fung Fibreglass Sdn. Bhd., or Win-Fung, a legal charge over Win-Fung’s factory and a letter of subordination of advances from directors.
The loan is structured as a cost-plus-profit sale contract, which is a method of sale with a mark-up price where we make payment over an agreed period of time. The underlying asset for the sale transaction is a specific tradable Shariah-compliant commodity, facilitated by an asset sale agreement. In the event of default, where any payment remains outstanding for three (3) consecutive months or if the account is in excess of the limit for three (3) consecutive months, the bank reserves the right to increase the profit margin of the effective profit rate to base financing rate + 2.5% per annum, or 1.0% per annum above the effective profit rate (if the effective profit rate is base financing rate + 2.5% per annum and above), or the Default Rate, on the amount outstanding. For term financings with monthly repayments, the Default Rate may be charged if payments remain due and unpaid for three (3) months from the first day of default. The asset sale agreements include customary clauses such as negative covenants, which prohibit actions without the lender’s consent, including incurring additional indebtedness, to alter our issued capital, undertake any merger, consolidation, reorganization or amalgamation and make any prepayment of any advances or financing by our shareholders, directors, or related company. Notwithstanding any non-payments to the bank, certain events of default could lead to termination of the term loans, such as the failure to observe or perform the terms and conditions of the agreements or events significantly affecting liability to perform or comply with the terms therein.
As security for the loan, the bank requires that the property of Win-Fung’s factory to be charged to the bank as collateral.
Material Cash Requirements
Capital Expenditures
We made capital expenditures of $57,321 and $171,545 during the period ended June 30, 2026 and 2025, respectively. In these periods, our capital expenditures were mainly used for the purchase of new equipment for manufacturing and operations. We intend to fund our future capital expenditures with our existing cash balance and other financing alternatives. We plan to continue to make capital expenditures to meet the needs from the growth of our business.
Contractual Obligations and Commitments
The following table summarizes our material contractual obligations and commitments as of June 30, 2026
| Contractual Obligations and Commitments | Total | Less than 1 year | 1-2 years | 3-5 years | More than 5 years | |||||||||||||||
| Bank loans | $ | 178,474 | $ | 21,366 | $ | 42,732 | $ | 64,098 | $ | 50,278 | ||||||||||
| Finance lease obligations | 105,448 | 62,744 | 39,516 | 3,188 | - | |||||||||||||||
| Operating lease obligations | 101,038 | 60,276 | 40,209 | 553 | - | |||||||||||||||
| Total | $ | 384,960 | $ | 144,386 | 122,457 | $ | 67,839 | $ | 50,278 | |||||||||||
Critical Accounting Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 revenue and expenses during the reporting period.
For a description of the accounting policies that, in management’s opinion, involve the most significant application of judgment or involve complex estimation and which could, if different judgment or estimates were made, materially affect our reported financial position, results of operations, or cash flows, see “Item 5. Operating and Financial Review and Prospectus-E. Critical Accounting Estimates” in the Form 20-F.
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