Exhibit 99.1
K-TECH SOLUTIONS COMPANY LIMITED AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| As of | ||||||||
| September 30, | March 31, | |||||||
| 2025 | 2025 | |||||||
| US$ | US$ | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | ||||||||
| Account receivable, net | ||||||||
| Amount due from related parties, net | ||||||||
| Tax refundable | ||||||||
| Prepayments, deposits and other receivable | ||||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Property, plant and equipment | ||||||||
| Right-of-use assets - finance lease | ||||||||
| Deferred tax assets | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | ||||||||
| Liabilities | ||||||||
| Current liabilities: | ||||||||
| Bank loans – current | ||||||||
| Accounts payable | ||||||||
| Other payables and accruals liabilities | ||||||||
| Contract liabilities | ||||||||
| Amounts due to related parties | ||||||||
| Tax payable | ||||||||
| Current lease liabilities under finance leases | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities | ||||||||
| Bank loans | ||||||||
| Non-current lease liabilities under finance leases | ||||||||
| Total non-current liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| Commitments and contingencies | ||||||||
| Shareholders’ equity | ||||||||
| Ordinary shares (US$ | * | |||||||
| Additional paid-in capital | ||||||||
| Translation reserve | ||||||||
| Retained earnings | ||||||||
| Total shareholders’ equity | ||||||||
| TOTAL LIABILITIES AND EQUITY | ||||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-1
K-TECH SOLUTIONS COMPANY LIMITED AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
| For the Six Months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| US$ | US$ | |||||||
| Revenues | ||||||||
| Cost of revenues | ( | ) | ( | ) | ||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| Selling and distribution expenses | ( | ) | ( | ) | ||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Total operating expenses | ( | ) | ( | ) | ||||
| Income from operations | ( | ) | ||||||
| Other income: | ||||||||
| Other income | ||||||||
| Exchange difference | ||||||||
| Interest income, net | ||||||||
| Total other income, net | ||||||||
| (Loss) / Income before tax expenses | ( | ) | ||||||
| Income tax expenses | ( | ) | ( | ) | ||||
| Net (loss) / income | ( | ) | ||||||
| Other comprehensive (loss) / income, net of tax | ||||||||
| Foreign currency translation adjustment | ( | ) | ||||||
| Total other comprehensive (loss) / income | ( | ) | ||||||
| Net (Loss) / Income per share attributable to ordinary shareholders | ||||||||
| Basic and diluted | ||||||||
| Weighted average number of ordinary shares used in computing net income per share | ( | ) | ||||||
F-2
K-TECH SOLUTIONS COMPANY LIMITED AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
| Ordinary share (US$0.0001 par value) | Translation | Additional paid-in | Retained | Total Stockholders’ | ||||||||||||||||||||
| Number of Shares | Amount US$ | reserve US$ | capital US$ | earnings US$ | Equity US$ | |||||||||||||||||||
| Balance as of April 1, 2024 | * | |||||||||||||||||||||||
| Net income | - | |||||||||||||||||||||||
| Balance as of September 30, 2024 | * | |||||||||||||||||||||||
| Balance as of April 1, 2025 | * | |||||||||||||||||||||||
| Proceeds from initial public offering, net | ||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||
| Balance as of September 30, 2025 | ||||||||||||||||||||||||
| * | Amount is immaterial and below US$1.00 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-3
K-TECH SOLUTIONS COMPANY LIMITED AND SUBSIDIARY
UNAUDITED INTERIM CONDENSED COMBINED STATEMENTS OF CASH FLOWS
(Currency expressed in United States Dollars (“US$”)
| Six months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| US$ | US$ | |||||||
| Cash flows from operating activities: | ||||||||
| Net (loss) / income | ( | ) | ||||||
| Adjustments to reconcile net income to net cash (used in)/generated from operating activities: | ||||||||
| Income tax expenses | ||||||||
| Depreciation of property, plant and equipment | ||||||||
| Amortization of right-of-use assets | ||||||||
| Interest income | ( | ) | ( | ) | ||||
| Reversal of allowance for credit losses | ( | ) | ||||||
| Interest expenses | ||||||||
| Unrealized foreign exchange loss/(gain) | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Prepayments, deposits and other receivables | ( | ) | ||||||
| Amount due from related parties | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Other payables and accrued liabilities | ( | ) | ||||||
| Contract liabilities | ( | ) | ( | ) | ||||
| Amounts due to related parties | ( | ) | ||||||
| Income tax received / (paid) | ( | ) | ||||||
| Net cash (used in) / generated from operating activities | ( | ) | ||||||
| Cash flows from investing activities: | ||||||||
| Purchase of property, plant and equipment | ( | ) | ||||||
| Interest received | ||||||||
| Net cash generated from investing activities | ||||||||
| Cash flows from financing activities: | ||||||||
| Advances from related parties | ||||||||
| Repayments to related parties | ( | ) | ||||||
| Issue of shares – APIC | ||||||||
| Issue of shares | ||||||||
| Proceeds from bank borrowings | ||||||||
| Repayments of bank borrowings | ( | ) | ( | ) | ||||
| Interest paid on bank borrowings | ( | ) | ( | ) | ||||
| Payments of principal portion of lease liabilities | ( | ) | ( | ) | ||||
| Payments of interest portion of lease liabilities | ( | ) | ||||||
| Net cash generated from financing activities | ||||||||
| Net change in cash and cash equivalent | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ) | ||||||
| BEGINNING OF YEAR | ||||||||
| END OF YEAR | ||||||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
| Cash refund for income taxes | ||||||||
| Cash paid for interest | ||||||||
The accompanying notes are an integral part of these unaudited interim condensed combined financial statements.
F-4
K-TECH SOLUTIONS COMPANY LIMITED AND ITS SUBSIDIARIES
Notes to the Unaudited Condensed Consolidated Financial Statements
For the six months ended September 30, 2025 and 2024 (Unaudited)
1. ORGANIZATION AND PRINCIPAL ACTIVITIES
K-Tech Solutions Company Limited (the “Company”), was incorporated in the British Virgin Islands (“BVI”) with limited liability under Companies Act on December 2, 2024. The registered office of the Company is Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands.
The Company is controlled by Kwok Yiu Keung, Kwok Yiu Fai and Kwok Yiu Wah. Kwok Yiu Keung, Kwok Yiu Fai and Kwok Yiu Wah are referred to as the controlling shareholders.
The Company is principally engaged in design, development, testing and sales of a diverse portfolio of toy products ranging from simple plastic toy products to more complex electromechanical toy products in Hong Kong through its direct wholly owned subsidiary that is incorporated and domiciled in Hong Kong, namely K-Mark Technology Limited (“K-Mark Technology”).
Details of the Company are set out in the table as follows:
| Date of | Percentage of effective ownership | Place of | Principal | |||||||
| Name | incorporation | 2025 | 2024 | incorporation | activities | |||||
| K-Tech Solutions Company Limited | ||||||||||
| K-Mark Technology Limited | ||||||||||
Reorganization
The Company was incorporated in the BVI on December 2, 2024, and is a holding company with no material operations. K-Mark Technology Limited was incorporated in Hong Kong as a limited liability company.
On December 30, 2024, as part of the reorganization, the Company acquired K-Mark Technology Limited. As a result, K-Mark Technology Limited became a direct wholly owned subsidiary of the Company.
During the years presented in these consolidated and combined financial statements, the control of these entities has been demonstrated by Kwok Yiu Keung, Kwok Yiu Fai and Kwok Yiu Wah, as joint owners, as if the Reorganization had taken place at the beginning of the earlier date presented. Accordingly, the combination has been treated as a corporate restructuring of entities under common control and thus the current capital structure has been retrospectively presented in prior periods as if such structure existed at that time and in accordance with ASC 805-50-45-5, the entities under common control are presented on a consolidated basis for all periods to which such entities were under common control. The combination of the Company and its subsidiaries has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated and combined financial statements.
F-5
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These accompanying combined financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying combined financial statements and notes.
Our status as an “emerging growth company” under the JOBS Act may make it more difficult to raise capital as and when we need it.
We are an “emerging growth company”, as defined in the Jumpstart Our Business Startup Act (“JOBS Act”) and will
remains an emerging growth company until the earlier of (i) the last day of the fiscal year (a) following the fifth anniversary of the
completion of the IPO; (b) in which we have total annual gross revenue of at least US$
Because of the exemptions from various reporting requirements provided to us as an “emerging growth company”, we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our reporting is not as transparent as the reporting of other companies in our industry. Such differences may prevent us from raising additional capital in the public market as and when we need it.
Compliance with these rules and regulations increase our legal and financial compliance costs and makes some corporate activities more time consuming and costly. After we are no longer an “emerging growth company”, or until five years following the completion of our IPO, whichever is earlier, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of Sarbanes-Osley and the other rules and regulations of the SEC. For example, as a public company, we will be required to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. We will incur additional costs in obtaining director and officer liability insurance. In addition, we will incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our Board or as executive officers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainly the amount of additional cost we may incur or the timing of such costs.
Basis of Presentation and Principles of Consolidation
The accompanying combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”).
The combined financial statements include the financial statements of the Company and its wholly owned subsidiary. All intercompany transactions and balances among the Company and its subsidiary have been eliminated upon consolidation.
F-6
Use of Estimates
The preparation of financial statements and related disclosures in accordance with accounting principles generally accepted in the United States (“GAAP”) 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. On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to the determination of the useful lives of property, plant and equipment, incremental borrowing rate applied in lease accounting, current expected credit loss of receivables. These estimates and assumptions are based on the Company’s historical results and management’s future expectations. Actual results could differ from those estimates. Changes in facts and circumstances may cause the Company to revise its estimates.
Measurement of credit losses on financial instruments
Effective October 1, 2020, the Company adopted ASU 2016-13, “Financial Instruments — Credit Losses (Topic 326) — Measurement of Credit Losses on Financial Instruments,” using the modified retrospective approach for accounts receivable. This guidance replaced the “incurred loss” impairment methodology with an approach based on “expected losses” to estimate credit losses on certain types of financial instruments and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance requires financial assets to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the cost of the financial asset to present the net carrying value at the amount expected to be collected on the financial asset.
Foreign Currencies
The accompanying combined financial statements are presented in United States dollars (“US$” or “$”). The functional currency of the Company is the local currency of the country in which the subsidiaries operate, which is Hong Kong Dollar (“HKD”). Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of transaction. Any differences between the initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency transaction in the combined statements of operations and comprehensive income.
The exchanges rates used for
translation from Hong Kong dollar to USD are ranging from
| For the six months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Period-end HKD: US$ exchange rate | ||||||||
| Period average HKD: US$ exchange rate | ||||||||
3. GOING CONCERN
During the period ended September
30, 2025, the Group incurred a net loss of $
4. REVENUE
A summary of the Company’s revenue disaggregated by major service lines and timing of revenue recognition of the years ended September 30, 2024 and 2025, respectively, are as follow:
| Six months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| US$ | US$ | |||||||
| Sales of finished goods | ||||||||
| Sales for tooling | ||||||||
| Total | ||||||||
F-7
In accordance with ASC 280, Segment Reporting (“ASC 280”),
the Company has
| Six months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| US$ | US$ | |||||||
| United States of America | ||||||||
| United Kingdom | ||||||||
| Europe | ||||||||
| Others | ||||||||
| Total | ||||||||
5. INCOME TAXES
Pursuant to the current rules and regulations, BVI currently levy no taxes on individuals or corporations based upon profits, income, gains or appreciations and there is no taxation in the nature of inheritance tax or estate duty. Therefore, the Company is not subject to any income tax in the BVI.
The
Company is subject to Hong Kong profits tax at a rate of
The provision for income taxes consisted of the following:
| Six months ended September 30,, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Current tax | ||||||||||||
| Deferred income tax expenses | ( | ) | ( | ) | ( | ) | ||||||
| Income tax expenses | ||||||||||||
6. OTHER INCOME, NET
| Six months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| US$ | US$ | |||||||
| Bank interest income, net | ||||||||
| Exchange difference | ||||||||
| Miscellaneous income | ||||||||
7. GENERAL AND ADMINISTRATIVE EXPENSES
The following table sets forth the breakdown of our general and administrative expenses for the six months ended September 30, 2025 and 2024:
| For the six months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| US$ | US$ | |||||||
| Professional expense (note) | ||||||||
| Depreciation and 10mortization expense | ||||||||
| Payroll expense | ||||||||
| Staff welfare | ||||||||
| Insurance expense | ||||||||
| Auditor’s remuneration | ||||||||
| Electricity & water | ||||||||
| Motor expense | ||||||||
| Sundry expenses | ||||||||
| Travel expenses and entertainment | ||||||||
| Bank charges | ||||||||
| Reversal of expected credit loss | ||||||||
| Rental expenses | ||||||||
Note:
F-8
8. DIVIDENDS
dividend was approved and declared during the six months ended September 30, 2025 and 2024.
9. AMOUNTS DUE FROM/(TO) RELATED PARTIES
| Name of related parties | Relationship | As of September 30, 2025 | As of March 2025 | |||||||
| US$ | US$ | |||||||||
| K-Mark Industrial Limited | ( | ) | ( | ) | ||||||
| Bright Forward Technology Limited | ( | ) | ( | ) | ||||||
| Kwok Yiu Keung | ||||||||||
| Kwok Yiu Keung | ( | ) | ( | ) | ||||||
| ( | ) | ( | ) | |||||||
| As of September 2025 | As of March 2025 | |||||||
| US$ | US$ | |||||||
| (Unaudited) | (Audited) | |||||||
| Representing: | ||||||||
| Amounts due from related parties | ||||||||
| Amounts due to related parties | ( | ) | ( | ) | ||||
| ( | ) | ( | ) | |||||
The amounts due from/(to) related parties are unsecured, interest-free and repayable on demand.
10. SUBSEQUENT EVENTS
In accordance with ASC topic 855, Subsequent Events, which established general standards of accounting for and disclosure of events that occur after the balance sheet date but before consolidated and combined financial statements are issued, the Company has evaluated all events or transactions that occurred after September 30, 2025, up through the date the Company issued the unaudited consolidated and combined financial statements.
On February 26, 2026, K-Tech Solutions Company Limited (the “Company”) entered into a memorandum of understanding (the “Memorandum of Understanding”) with Boardware Intelligence Technology Limited, the shares of which are listed on the Hong Kong Stock Exchange Limited (stock code: 1204) (“Boardware”), to establish cooperation framework in the development of Boardware’s Brain Computing Interface projects, the Barco Ecosystem and Barco hardware wearables.
On February 26, 2026 , K-Mark Technology Ltd, a subsidiary of K-Tech Solutions Company Limited (the “Company”) incorporated in Hong Kong, entered into a strategic joint venture agreement and a supplemental joint venture agreement (together the “Joint Venture Agreements”), respectively, with Aurora AZ Energy Ltd. (“Aurora”), a company incorporated in Calgary, Canada, to form a joint venture to develop, own, finance, construct, operate and maintain crypto mining, artificial intelligence, and high-performance computing data centers. The joint venture will launch at Aurora’s flagship site in Alberta, where the partnership is structured across several phases that together establish a roadmap to deploy over 100MW and up to 500MW of IT capacity.
F-9