Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F:
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Exhibit 99.1
Garden Stage Limited Announces Financial Results
for the First Half of Fiscal Year 2026
Garden Stage Limited (“GSL” or the
“Company”) (Nasdaq: GSIW) is an offshore holding company incorporated in the Cayman Islands with no material operations of
its own. Through its Hong Kong operating entities, the Company engaged in providing securities dealing and brokerage services, underwriting
and placement, and other financial services to a wide range of customers in Hong Kong and China. The Company today announced its unaudited
financial results for the six months ended September 30, 2025 (“First Half 2026”).
First Half of Fiscal Year 2026 Financial Results
| | |
For the Six Months Ended
September 30, | |
| Selected Unaudited Interim Condensed Consolidated Statements of Income Data: | |
| 2025
USD | | |
| 2024
USD | | |
| Change
% | |
| Revenues | |
| 3,401,178 | | |
| 704,339 | | |
| 382.9 | |
| Expenses | |
| (9,888,208 | ) | |
| (3,984,302 | ) | |
| 148.2 | |
| Loss before income taxes | |
| (6,487,030 | ) | |
| (3,279,963 | ) | |
| 97.8 | |
| Income tax (expense) benefits | |
| (7,746 | ) | |
| 5,238 | | |
| (247.9 | ) |
| Net loss | |
| (6,494,776 | ) | |
| (3,274,725 | ) | |
| 98.3 | |
| Loss per share – basic and diluted | |
| 0.11 | | |
| 0.21 | | |
| (47.6 | ) |
Revenues
Total revenues increased by 382.9% from US$704,339
for the six months ended September 30, 2024 to US$3,401,178 for the six months ended September 30, 2025. This increase was primarily attributable
to higher revenue across most service lines, partially offset by lower due diligence service fees.
Advisory fees – Advisory fees increased
by 100% from nil for six months ended September 30, 2024 to US$215,918 for six months ended September 30, 2025. The increase was primarily
due to the rise in the number of engagements in advisory services from nil for six months ended September 30, 2024 to three for six months
ended September 30, 2025.
Brokerage commissions – Brokerage commissions
increased by 274.6% from US$163,374 for six months ended September 30, 2024 to US$611,965 for six months ended September 30, 2025. The
increase was primarily attributed to heightened demand for securities brokerage activities in the U.S. market, resulting in higher trading
volume on the exchanges in the U.S. during the six months ended September 30, 2025. In addition, brokerage commissions related to exchanges
in Hong Kong also increased from US$130,591 for the six months ended September 30, 2024 to US$165,109 due to an increase in the number
of active accounts and trading volume related to exchange in Hong Kong for the six months ended September 30, 2025.
Due diligence service fees – Due diligence
service fees decreased by 100% from US$39,698 for the six months ended September 30, 2024, to nil for the six months ended September 30,
2025. We did not offer these services during the six months ended September 30, 2025, while we successfully onboarded two due diligence
projects during the six months ended September 30, 2024.
Handling income – Handling income increased
by 593.6% from US$44,480 for the six months ended September 30, 2024 to US$308,512 for the six months ended September 30, 2025. The increase
was mainly driven by a higher handling income received from our custodian services for the six months ended September 30, 2025.
Introducing and referral income – Introducing
and referral income increased significantly by 393.1% from US$329,534 for the six months ended September 30, 2024 to US$1,625,075 for
the six months ended September 30, 2025. This substantial growth was primarily driven by higher referral income generated from our largest
customer with whom we have maintained an active business relationship since January 2024.
Investment management fee income – Investment
management fee income increased by 492.9% from US$7,826 for the six months ended September 30, 2024 to US$46,403 for the six months ended
September 30, 2025. The increase was primarily due to a full six months of management fee income from an existing fund for the six months
ended September 30, 2025, compared to only one month of income recorded for the six months ended September 30, 2024. In addition, there
was a new fund managed by us since September 2025.
Underwriting and placement income – Underwriting
and placement income increased significantly by 519.9% from US$82,251 for the six months ended September 30, 2024 to US$509,848 for the
six months ended September 30, 2025. The increase was primarily due to a new bond placement, for which we acted as a placing agent and
generated placement income amounted to US$473,193 for the six months ended September 30, 2025, while there was no such bond placement
activity for the six months ended September 30, 2024.
Interest income and others – Interest income
and others increased by 124.5% from US$37,176 for the six months ended September 30, 2024 to US$83,457 for the six months ended September
30, 2025. The increase was primarily due to a rise in interest income from customers on overdue receivables arising from brokerage transactions.
Expenses
Allowance for expected credit losses - Allowance
for expected credit losses decreased from US$48,387 for the six months ended September 30, 2024 to US$25,950 for the six months ended
September 30, 2025. The decrease in allowances was recognized to reflect changes in credit risk and prevailing economic conditions for
the six months ended September 30, 2025.
Brokerage, clearing and exchange fees –
Brokerage, clearing and exchange fees increased by 444.1% from US$300,745 for the six months ended September 30, 2024, to US$1,636,422
for the six months ended September 30, 2025. The increase was consistent with our increase in revenue from brokerage commissions and introducing
and referral income.
Communications and technology – Communications
and technology expenses increased by 126.0% from US$693,453 for the six months ended September 30, 2024 to US$1,567,372 for the six months
ended September 30, 2025. The increase was mainly due to our effort to enhance operational efficiency through engaging an IT consultant
to advance the IT operation systems, which aided in streamlining our daily operations.
Compensation and benefits – Compensation
and benefits expenses increased by 16.0% from US$1,682,921 for the six months ended September 30, 2024 to US$1,952,889 for the six months
ended September 30, 2025. The increase was primarily attributable to higher referral commissions to our staff, in line with our revenue
growth, and a discretionary bonus to the head of investor relation and strategic planning for the six months ended September 2025. The
increase was partially offset by a decrease in share-based compensation expenses, which declined from US$835,967 for the six months ended
September 30, 2024 to US$527,582 for the six months ended September 30, 2025.
Depreciation – Depreciation expenses increased
by 150.2% from US$14,578 for the six months ended September 30, 2024 to US$36,479 for the six months ended September 30, 2025. This increase
resulted from a full six months of depreciation being recognized on the property and equipment acquired for our new office premises in
July 2024, for the six months ended September 30, 2025. This compared to only three months of depreciation recognized on the same assets
for the six months ended September 30, 2024.
Loss on disposal of property and equipment - Loss
on disposal of property and equipment for the six months ended September 30, 2025 was nil, compared to US$15,291 for the six months ended
September 30, 2024. No such loss was incurred during the six months ended September 30, 2025, while the loss for the six months ended
September 30 2024 was related to the derecognition of leasehold improvements associated with our old office premises.
Occupancy costs – Occupancy costs decreased
by 18.7% from US$92,826 for the six months ended September 30, 2024 to US$75,447 for the six months ended September 30, 2025, primarily
due to the absence of a non-recurring two-month rental expenses incurred for the six months ended September 30, 2024, in respect of the
Company’s old office premises.
Professional fees – Professional fees increased
significantly by 875.1% from US$318,397 for the six months ended September 30, 2024 to US$3,104,794 for the six months ended September
30, 2025. The increase in professional fees was primarily due to finder fee on identifying a potential acquisition of US$1,191,144 and
share based compensation expenses granted to the consultants in exchange for business review and development services of US$1,458,674,
during the six months ended September 30, 2025. The share-based agreements were entered into in June 2025, accordingly, only four months
of the costs were recognized for the six months ended September 30, 2025 while no such costs were recognized for the six months ended
September 30, 2024.
Travel and business development – Travel
and business development expenses increased significantly by 92.7% from US$740,263 for the six months ended September 30, 2024 to US$1,426,560
for the six months ended September 30, 2025. The increase was primarily driven by continued investments in public relations and investor
engagement, and fees for designing and executing a proactive investor relations program to enhance brand image and expand market visibility.
Other administrative expenses – Other administrative
expenses decreased slightly from US$77,441 for the six months ended September 30, 2024 to US$62,295 for the six months ended September
30, 2025, primarily due to a drop in cost associated with office operation and company insurance premiums.
Loss before income taxes
We recorded a loss before income taxes of US$6,487,030
for the six months ended September 30, 2025, compared to US$3,279,963 for the six months ended September 30, 2024. The significant increase
in loss before income taxes was primarily driven by an overall increase in expenses. Key contributing factors included higher professional
fees and communications and technology expenses for the six months ended September 30, 2025.
Income tax (expenses) benefits
Income tax changed from income tax benefits of
US$5,238 for the six months ended September 30, 2024 to income tax expenses of US$7,746 for the six months ended September 30, 2025. The
change was primarily driven by an increase in current tax expenses related to the profits generated by our entities in Hong Kong and offset
by the increased deferred tax assets related to temporary differences arising from the allowances for expected credit losses.
Although we incurred losses in both periods, income
tax is presented as a net tax benefit for six months ended September 2024 and income tax expenses for the six months ended September 2025.
Our effective tax rate is calculated as the income tax (expenses) benefit divided by loss before income tax. On this basis, our effective
tax rate changed from 0.2% for the six months ended September 30, 2024 to (0.1)% for the six months ended September 30, 2025. This change
in the effective tax rate primarily resulted from an increase in taxable profits generated by our entities in Hong Kong and the increase
in non-deductible expenses incurred by our holding company, which increased our overall income tax expenses.
Net loss
As a result of the foregoing factors, net loss
increased by 98.3% from US$3,274,725 for the six months ended September 30, 2024 to US$6,494,776 for the six months ended September 30,
2025.
Cash Flow
Net cash used in operating activities for the
six months ended September 30, 2025 was US$3,412,709, as compared to the net loss of US$6,494,776. The difference was primarily attributable
to (i) a decrease of US$2,268,674 in prepayments and other assets, which was attributed to the utilization of advance payments for IT
and marketing services delivered; (ii) share based compensation expenses of US$1,986,256; (iii) an increase of US$3,072,958 in receivables
from customers and an increase of US$3,170,862 in payables to customers, which was impacted by our customers’ fund allocation preferences
of placing more cash with us in the designated accounts for their securities brokerage transactions; and (iv) an increase of US$1,738,660
in receivables from broker-dealers and clearing organizations and an increase of US$405,752 in payables to broker-dealers and clearing
organizations, which were because there were more unsettled trades on trade-date basis related to exchange in Hong Kong and more cash
being placed near the period end date September 30, 2025 as compared to year end date March 31, 2025, with our broker-dealers in relation
to our customers’ securities dealing activities in the U.S. market.
Net cash used in operating activities for the
six months ended September 30, 2024 was US$809,604, as compared to the net loss of US$3,274,725. The difference was primarily attributable
to (i) a decrease of US$1,242,619 in other assets, which was attributed to the utilization of advance payments for IT and marketing services
delivered; (ii) share based compensation expenses of US$835,967; (iii) an increase of US$762,796 in receivables from customers and an
increase of US$493,237 in payables to customers, which was impacted by our customers’ fund allocation preferences of placing more
cash with us in the designated accounts for their securities brokerage transactions; and (iv) an increase of US$325,055 in receivables
from broker-dealers and clearing organizations and an increase of US$902,154 in payables to broker-dealers and clearing organizations,
which were because there were more unsettled trades on trade-date basis related to exchange in Hong Kong and more cash being placed near
the period end date September 30, 2024 as compared to year end date March 31, 2024, with our broker-dealers in relation to our customers’
securities dealing activities.
Net cash used in investing activity for the six
months ended September 30, 2025 and 2024 were nil and US$217,833, respectively. Net cash used in investing activity for the six months
ended September 2024 was fully spent on the purchase of property and equipment.
Net cash provided by financing activities for
the six months ended September 30, 2025 and 2024 was US$14,567,885 and nil, respectively. Net cash provided by financing activities for
the six months ended September 30, 2025 represented proceeds from issuance of ordinary shares, net of issuance cost, of US$14,752,687,
partially offset by repayments to related parties of US$184,802.
Recent events
On September 18, 2025, we held an
extraordinary general meeting of shareholders at which the shareholders approved a proposal to change our authorized share capital
from 500,000,000 ordinary shares of par value US$0.0001 each into (i) 490,750,000 Class A ordinary shares; and (ii) 9,250,000 Class
B ordinary shares, each with a par value US$0.0001 each. Each Class A ordinary share shall entitle the holder to one vote on all
matters subject to vote at our general meetings, and each Class B ordinary share shall entitle the holder to one hundred votes on
all matters subject to vote at our general meetings. We are continuing to work with our counsel to implement this change, and the
share redesignation has not yet taken effect as of the date of this Form 6-K.
On November 3, 2025, we entered into share purchase
agreements with certain independent parties to acquire 100% of the equity interests in Mental Form (BVI) Limited, at an aggregate consideration
of US$10,700,000. The consideration consisted of US$5,000,000 in cash and the issuance of 35,625,000 ordinary shares at a share price
of US$0.16 per share, representing a non-cash consideration of US$5,700,000. The transaction was closed on November 18, 2025. Mental Form
(BVI) Limited is a company incorporated in British Virgin Islands and principally engaged in selling humanoid robots and providing related
services, and earning licensing fee income from related intellectual properties.
On January 12, 2026, we entered into securities
purchase agreement with certain independent investors, pursuant to which we agreed to issue and sell, in a private placement offering
(the “January 2026 Private Placement Offering”), 47,961,831 Class A ordinary shares with par value US$0.0001 per share, at
a consideration of US$0.1251 per share for general corporate purposes. The investors have agreed to a 60-day lock-up restriction with
us. The January 2026 Private Placement Offering is expected to close by the end of January 2026, and we would receive gross proceeds of
approximately $6,000,000, before deducting estimated offering expenses.
Garden Stage Limited
Unaudited Condensed Consolidated Balance Sheets
(Expressed in U.S. Dollars, except for the number of shares)
| |
|
As of |
|
| |
|
September 30,
2025 |
|
|
March 31,
2025 |
|
| |
|
(Unaudited) |
|
|
(Audited) |
|
| Assets |
|
|
|
|
|
|
| Current Assets |
|
|
|
|
|
|
|
|
| Cash |
|
$ |
10,298,435 |
|
|
$ |
624,583 |
|
| Restricted cash |
|
|
8,663,365 |
|
|
|
7,261,041 |
|
| Receivables from broker-dealers and clearing organizations |
|
|
2,853,284 |
|
|
|
1,108,468 |
|
| Receivables from customers, net |
|
|
3,545,156 |
|
|
|
623,977 |
|
| Receivables from customers-related party, net |
|
|
138,297 |
|
|
|
1,172 |
|
| Prepayments, current |
|
|
5,973,691 |
|
|
|
4,143,218 |
|
| Other assets, current, net |
|
|
36,218 |
|
|
|
10,524 |
|
| Total current assets |
|
|
31,508,446 |
|
|
|
13,772,983 |
|
| |
|
|
|
|
|
|
|
|
| Non-current assets |
|
|
|
|
|
|
|
|
| Operating lease right-of-use assets |
|
|
137,192 |
|
|
|
185,684 |
|
| Deferred tax assets, net |
|
|
32,948 |
|
|
|
23,909 |
|
| Property and equipment, net |
|
|
128,167 |
|
|
|
164,847 |
|
| Intangible assets |
|
|
64,244 |
|
|
|
64,268 |
|
| Prepayments, non-current |
|
|
473,159 |
|
|
|
1,619,424 |
|
| Other assets, non-current, net |
|
|
68,263 |
|
|
|
68,290 |
|
| Total non-current assets |
|
|
903,973 |
|
|
|
2,126,422 |
|
| |
|
|
|
|
|
|
|
|
| Total assets |
|
$ |
32,412,419 |
|
|
$ |
15,899,405 |
|
| |
|
|
|
|
|
|
|
|
| Liabilities and shareholders’ equity |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Liabilities |
|
|
|
|
|
|
|
|
| Current liabilities |
|
|
|
|
|
|
|
|
| Payables to customers |
|
$ |
11,011,887 |
|
|
$ |
8,019,375 |
|
| Payables to customers-related parties |
|
|
363,557 |
|
|
|
176,367 |
|
| Payables to broker-dealers and clearing organizations |
|
|
637,095 |
|
|
|
229,895 |
|
| Amounts due to related parties |
|
|
74,461 |
|
|
|
260,064 |
|
| Income tax payable |
|
|
71,917 |
|
|
|
63,901 |
|
| Operating lease liabilities, current |
|
|
120,222 |
|
|
|
117,818 |
|
| Accrued expenses and other liabilities |
|
|
258,781 |
|
|
|
248,298 |
|
| Total current liabilities |
|
|
12,537,920 |
|
|
|
9,115,718 |
|
| |
|
|
|
|
|
|
|
|
| Non-current liabilities |
|
|
|
|
|
|
|
|
| Operating lease liabilities, non-current |
|
|
20,523 |
|
|
|
81,284 |
|
| Total non-current liabilities |
|
|
20,523 |
|
|
|
81,284 |
|
| |
|
|
|
|
|
|
|
|
| Total liabilities |
|
|
12,558,443 |
|
|
|
9,197,002 |
|
| |
|
|
|
|
|
|
|
|
| Commitments and contingencies |
|
|
- |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
| Shareholders’ equity |
|
|
|
|
|
|
|
|
| Ordinary shares, $0.0001 par value, 500,000,000 shares authorized; 218,148,992 shares issued and outstanding as of September 30, 2025, 15,625,000 shares issued and outstanding as of March 31, 2025 |
|
|
21,815 |
|
|
|
1,563 |
|
| Additional paid-in capital |
|
|
35,415,181 |
|
|
|
15,718,364 |
|
| Accumulated deficit |
|
|
(15,481,391 |
) |
|
|
(8,986,615 |
) |
| Accumulated other comprehensive losses |
|
|
(101,629 |
) |
|
|
(30,909 |
) |
| Total shareholders’ equity |
|
|
19,853,976 |
|
|
|
6,702,403 |
|
| |
|
|
|
|
|
|
|
|
| Total liabilities and shareholders’ equity |
|
$ |
32,412,419 |
|
|
$ |
15,899,405 |
|
Garden Stage Limited
Unaudited Condensed Consolidated Statements
of Operations and Comprehensive Loss
(Expressed in U.S. Dollars, except for the number of shares)
| |
|
For the Six Months Ended
September 30, |
|
| |
|
2025 |
|
|
2024 |
|
| |
|
(Unaudited) |
|
|
(Unaudited) |
|
| Revenues |
|
|
|
|
|
|
|
|
| Advisory fees |
|
$ |
215,918 |
|
|
$ |
- |
|
| Brokerage commissions |
|
|
608,997 |
|
|
|
151,452 |
|
| Brokerage commissions-related parties |
|
|
2,968 |
|
|
|
11,922 |
|
| Due diligence services fees |
|
|
- |
|
|
|
39,698 |
|
| Handling income |
|
|
308,448 |
|
|
|
44,480 |
|
| Handling income-related parties |
|
|
64 |
|
|
|
- |
|
| Introducing and referral income |
|
|
1,625,075 |
|
|
|
329,534 |
|
| Investment management fee income |
|
|
39,554 |
|
|
|
7,826 |
|
| Investment management fee income-related parties |
|
|
6,849 |
|
|
|
- |
|
| Underwriting and placement income |
|
|
509,848 |
|
|
|
82,251 |
|
| Interest income and others |
|
|
82,796 |
|
|
|
35,157 |
|
| Interest income and others-related parties |
|
|
661 |
|
|
|
2,019 |
|
| Total revenues |
|
|
3,401,178 |
|
|
|
704,339 |
|
| Expenses |
|
|
|
|
|
|
|
|
| Allowance for expected credit losses |
|
|
25,950 |
|
|
|
48,387 |
|
| Brokerage, clearing and exchange fees |
|
|
1,636,422 |
|
|
|
300,745 |
|
| Communications and technology |
|
|
1,567,372 |
|
|
|
693,453 |
|
| Compensation and benefits |
|
|
1,952,889 |
|
|
|
1,682,921 |
|
| Deprecation |
|
|
36,479 |
|
|
|
14,578 |
|
| Loss on disposal property and equipment |
|
|
- |
|
|
|
15,291 |
|
| Occupancy costs |
|
|
75,447 |
|
|
|
92,826 |
|
| Professional fees |
|
|
3,104,794 |
|
|
|
318,397 |
|
| Travel and business development |
|
|
1,426,560 |
|
|
|
740,263 |
|
| Other administrative expenses |
|
|
62,295 |
|
|
|
77,441 |
|
| Total expenses |
|
|
9,888,208 |
|
|
|
3,984,302 |
|
| |
|
|
|
|
|
|
|
|
| Loss before income taxes |
|
|
(6,487,030 |
) |
|
|
(3,279,963 |
) |
| Income tax (expenses) benefits |
|
|
(7,746 |
) |
|
|
5,238 |
|
| Net loss |
|
|
(6,494,776 |
) |
|
|
(3,274,725 |
) |
| |
|
|
|
|
|
|
|
|
| Other comprehensive (loss) income |
|
|
|
|
|
|
|
|
| Foreign currency translation adjustments |
|
|
(70,720 |
) |
|
|
48,346 |
|
| Total comprehensive loss |
|
$ |
(6,565,496 |
) |
|
$ |
(3,226,379 |
) |
| |
|
|
|
|
|
|
|
|
| Loss per share: |
|
|
|
|
|
|
|
|
| Basic and diluted |
|
$ |
0.11 |
|
|
$ |
0.21 |
|
| |
|
|
|
|
|
|
|
|
| Weighted average number of ordinary shares outstanding: |
|
|
|
|
|
|
|
|
| Ordinary shares – Basic and diluted |
|
|
57,521,728 |
|
|
|
15,625,000 |
|
Garden Stage Limited
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity
(Expressed in U.S. Dollars, except for the number of shares)
Six months ended September 30, 2024
| | |
Ordinary shares | | |
Additional | | |
| | |
Accumulated
other | | |
| |
| | |
| Number
issued | | |
| Amount | | |
| paid-in
capital | | |
| Accumulated
deficit | | |
| comprehensive
loss | | |
| Total | |
| Balance as of March 31, 2024 (Audited) | |
| 15,625,000 | | |
$ | 1,563 | | |
$ | 14,033,722 | | |
$ | (4,668,973 | ) | |
$ | (80,824 | ) | |
$ | 9,285,488 | |
| Net loss | |
| - | | |
| - | | |
| - | | |
| (3,274,725 | ) | |
| - | | |
| (3,274,725 | ) |
| Share based awards | |
| - | | |
| - | | |
| 842,321 | | |
| - | | |
| - | | |
| 842,321 | |
| Foreign currency translation adjustments | |
| - | | |
| - | | |
| - | | |
| - | | |
| 48,346 | | |
| 48,346 | |
| Balance as of September 30, 2024 (Unaudited) | |
| 15,625,000 | | |
$ | 1,563 | | |
$ | 14,876,043 | | |
$ | (7,943,698 | ) | |
$ | (32,478 | ) | |
$ | 6,901,430 | |
Six months ended September 30, 2025
| | |
Ordinary shares | | |
Additional | | |
| | |
Accumulated
other | | |
| |
| | |
| Number
issued | | |
| Amount | | |
| paid-in
capital | | |
| Accumulated
deficit | | |
| comprehensive
loss | | |
| Total | |
| Balance as of March 31, 2025 (Audited) | |
| 15,625,000 | | |
$ | 1,563 | | |
$ | 15,718,364 | | |
$ | (8,986,615 | ) | |
$ | (30,909 | ) | |
$ | 6,702,403 | |
| Issuance of ordinary shares, net of issuance costs | |
| 196,623,992 | | |
| 19,662 | | |
| 14,733,025 | | |
| - | | |
| - | | |
| 14,752,687 | |
| Net loss | |
| - | | |
| - | | |
| - | | |
| (6,494,776 | ) | |
| - | | |
| (6,494,776 | ) |
| Share based awards | |
| 5,900,000 | | |
| 590 | | |
| 4,963,792 | | |
| - | | |
| - | | |
| 4,964,382 | |
| Foreign currency translation adjustments | |
| - | | |
| - | | |
| - | | |
| - | | |
| (70,720 | ) | |
| (70,720 | ) |
| Balance as of September 30, 2025 (Unaudited) | |
| 218,148,992 | | |
$ | 21,815 | | |
$ | 35,415,181 | | |
$ | (15,481,391 | ) | |
$ | (101,629 | ) | |
$ | 19,853,976 | |
Garden Stage Limited
Unaudited Condensed Consolidated Statements of Cash Flows
(Expressed in U.S. dollar)
| | |
For the Six Months Ended
September 30, | |
| | |
2025 | | |
2024 | |
| | |
(Unaudited) | | |
(Unaudited) | |
| Cash flows from operating activities: | |
| | | |
| | |
| Net loss | |
$ | (6,494,776 | ) | |
$ | (3,274,725 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
| Depreciation | |
| 36,479 | | |
| 14,578 | |
| Allowance for expected credit losses | |
| 25,950 | | |
| 48,387 | |
| Amortization of operating lease right-of-use assets and interest of lease liabilities | |
| 51,619 | | |
| 53,950 | |
| Loss on disposal of property and equipment | |
| - | | |
| 15,291 | |
| Share based compensation expenses | |
| 1,986,256 | | |
| 835,967 | |
| Deferred tax benefits | |
| (9,015 | ) | |
| (5,721 | ) |
| Change in operating assets and liabilities: | |
| | | |
| | |
| Receivables from broker-dealers and clearing organizations | |
| (1,738,660 | ) | |
| (325,055 | ) |
| Receivables from customers, net | |
| (3,072,958 | ) | |
| (762,796 | ) |
| Prepayments and other assets, net | |
| 2,268,674 | | |
| 1,242,619 | |
| Payables to customers | |
| 3,170,862 | | |
| 493,237 | |
| Payables to broker-dealers and clearing organizations | |
| 405,752 | | |
| 902,154 | |
| Operating lease liabilities | |
| (61,441 | ) | |
| (40,979 | ) |
| Income tax payable | |
| 8,010 | | |
| 483 | |
| Accrued expenses and other liabilities | |
| 10,539 | | |
| (6,994 | ) |
| Net cash used in operating activities | |
| (3,412,709 | ) | |
| (809,604 | ) |
| | |
| | | |
| | |
| Cash flows from investing activity: | |
| | | |
| | |
| Purchases of property and equipment | |
| — | | |
| (217,833 | ) |
| Net cash used in investing activity | |
| — | | |
| (217,833 | ) |
| | |
| | | |
| | |
| Cash flows from financing activities: | |
| | | |
| | |
| Proceeds from issuance of ordinary shares, net of issuance costs | |
| 14,752,687 | | |
| — | |
| Repayment to related parties | |
| (184,802 | ) | |
| — | |
| Net cash provided by financing activities | |
| 14,567,885 | | |
| — | |
| | |
| | | |
| | |
| Effect of exchange rate changes on cash and restricted cash | |
| (79,000 | ) | |
| 59,294 | |
| Net increase (decrease) in cash and restricted cash | |
| 11,076,176 | | |
| (968,143 | ) |
| Cash and restricted cash, beginning of period | |
| 7,885,624 | | |
| 8,938,202 | |
| Cash and restricted cash, end of period | |
| 18,961,800 | | |
| 7,970,059 | |
| | |
| | | |
| | |
| Reconciliation of cash and restricted cash to the consolidated balance sheets | |
| | | |
| | |
| Cash | |
$ | 10,298,435 | | |
$ | 863,069 | |
| Restricted cash | |
| 8,663,365 | | |
| 7,106,990 | |
| Total cash and restricted cash | |
$ | 18,961,800 | | |
$ | 7,970,059 | |
| | |
| | | |
| | |
| Supplemental non-cash financing activities | |
| | | |
| | |
| Issuance costs charged to additional paid in capital | |
$ | 512,976 | | |
$ | — | |
| | |
| | | |
| | |
| Supplemental disclosures of cash flow information: | |
| | | |
| | |
| Cash paid for taxes, net | |
$ | 8,783 | | |
$ | — | |
