MKDWELL Tech (Nasdaq: MKDW) agrees US$240,000,000 all‑stock Landvision takeover

Rhea-AI Filing Summary

MKDWELL Tech Inc. is moving to complete the all‑stock acquisition of Landvision Inc., parent of Landvision Technology Limited, for US$240,000,000, paid through the issuance of 30,000,000 new ordinary shares at US$8.00 per share.

Landvision HK, an e‑commerce business with AI‑CRM functions, reported 2025 revenue of US$195,118,742 and profit of US$1,276,003, ending 2025 with equity of US$340,887 and cash of US$230,639. Unaudited pro forma 2025 results for MKDW combined with Landvision show revenue of US$198,149,422 and a net loss of US$2,075,496, or a pro forma loss per share of US$0.04.

The preliminary purchase accounting records goodwill of US$239,659,113, representing substantially all combined assets, with detailed fair value allocations still pending. The company discloses that future amortization of acquired intangibles will materially increase net loss, consolidated cash after the transaction is minimal, and the large goodwill balance carries ongoing impairment risk.

Positive

• US$195,118,742 of 2025 revenue and profit of US$1,276,003 at Landvision HK add a sizable, profitable operating business to MKDW’s consolidated results.
• US$340,887 of equity at Landvision HK as of December 31, 2025 reflects a shift from prior net liabilities to a positive capital position before acquisition.

Negative

• US$2,075,496 pro forma net loss and a pro forma loss per share of US$0.04 show the combined group was loss‑making for 2025 before any purchase price allocation amortization.
• US$239,659,113 preliminary goodwill makes up substantially all consolidated assets, and management highlights potential future impairment and additional non‑cash amortization once fair value allocations are finalized.
• Pro forma cash and cash equivalents of US$54,723, alongside a disclosed “minimal” consolidated cash position after closing, create near‑term liquidity risk despite a large restricted time deposit balance.

Filing Explained

The acquisition remains pending; completion would issue 30,000,000 shares with full voting and dividend rights, while 86.7% of consideration shares are locked up.

This Form 6-K adds audited Landvision financial statements and unaudited combined information because the acquisition target is a significant business requiring separate target and pro forma reporting.

Although the pro forma statements assume the acquisition occurred on December 31, 2025 for the balance sheet and January 1, 2025 for operations, the company says it is expected to complete it; the filing therefore presents a scenario rather than a completed transaction.

If completed, the consideration is entirely 30,000,000 new ordinary shares at US$240,000,000 of aggregate value, and the filing states those shares carry full voting and dividend rights from issuance; additional shares reduce existing holders’ percentage ownership absent offsets.

Twenty of 23 sellers, representing 86.7% of the consideration shares, face staged lock-up restrictions, while three sellers hold approximately 4,000,000 shares without that restriction.

Voting agreements covering certain seller-held shares, together with the controlling shareholder’s super-voting preference shares, leave that shareholder with more than 50% of combined voting power.

The company committed to file a Form F-1 within three months of completion, while this report is incorporated into the effective Form F-3; the supplied shelf record shows zero usage as of June 4, 2026, so incorporation is not itself evidence of a completed offering.

Key Figures

Acquisition consideration: US$240,000,000 Consideration Shares issued: 30,000,000 shares Landvision 2025 revenue: US$195,118,742 +5 more

8 metrics

Acquisition consideration US$240,000,000 All‑stock consideration for 100% of Landvision Inc. under the Share Purchase Agreement

Consideration Shares issued 30,000,000 shares New MKDW ordinary shares issued at US$8.00 per share to Landvision vendors

Landvision 2025 revenue US$195,118,742 Revenue of Landvision Technology Limited for the year ended December 31, 2025

Landvision 2025 profit US$1,276,003 Profit and total comprehensive income of Landvision Technology Limited for 2025

Landvision equity 31 Dec 2025 US$340,887 Total equity on Landvision Technology Limited’s statement of financial position at year‑end 2025

Pro forma 2025 combined revenue US$198,149,422 Unaudited pro forma combined revenue of MKDW and Landvision for the year ended December 31, 2025

Pro forma 2025 combined net loss US$2,075,496 Unaudited pro forma net loss for MKDW and Landvision for the year ended December 31, 2025

Preliminary goodwill US$239,659,113 Preliminary goodwill arising from the acquisition prior to final purchase price allocation

Key Terms

unaudited pro forma condensed combined financial information, goodwill, purchase price allocation, expected credit losses, +1 more

5 terms

unaudited pro forma condensed combined financial information financial

"This Form 6-K includes unaudited pro forma condensed combined financial information."

Unaudited pro forma condensed combined financial information is a preliminary set of shortened financial statements that shows how two or more businesses would have performed if they had been operating together, presented without an independent audit. Investors use it as a dress-rehearsal snapshot to gauge the potential size, profitability and cash flow impact of a merger or acquisition, but should treat it as an estimate rather than a final, verified record.

goodwill financial

"The preliminary goodwill balance constitutes substantially all consolidated assets."

Goodwill is the extra value a buyer pays for a company above the measurable worth of its buildings, inventory and other tangible items, reflecting things like brand reputation, customer loyalty and expected future profits. Think of paying more for a café because of its famous name and regulars rather than its furniture alone. It matters to investors because changes in goodwill — for example a write-down if expected benefits don’t materialize — can reduce reported earnings and signal that past acquisitions aren’t delivering as hoped.

purchase price allocation financial

"The allocation of the purchase price to the identifiable assets acquired is preliminary."

Purchase price allocation is the accounting process that breaks down the total amount paid for an acquired business into specific pieces—like tangible assets, identifiable intangible assets (brands, patents, customer lists) and goodwill—based on their estimated fair values. Investors care because this breakdown affects future earnings, tax costs and reported asset values: higher allocations to amortizable intangibles or goodwill can change profit volatility, depreciation and potential impairment charges, similar to splitting a restaurant bill to see what you actually bought versus what you paid extra for goodwill.

expected credit losses financial

"IFRS 9’s impairment requirements use forward-looking information to recognise expected credit losses."

Expected credit losses are an accounting estimate of how much a lender or company expects to lose when borrowers or customers don’t fully pay what they owe, combining how likely nonpayment is with how big the loss would be. Investors care because these estimates determine how much a firm must set aside from earnings as a reserve, directly affecting reported profits, balance-sheet strength and perceptions of credit risk—like setting aside a rainy-day fund for unpaid bills.

two-tiered profits tax regime regulatory

"The Company is a qualifying corporation under the two-tiered profits tax regime."

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FAQ

What are the key terms of MKDWELL Tech (MKDW) acquiring Landvision Inc.?

MKDWELL Tech agreed to acquire 100% of Landvision Inc. for US$240,000,000, paid entirely in stock via 30,000,000 new ordinary shares at US$8.00 per share. The deal is accounted for as a business combination under ASC 805.

How did Landvision Technology Limited perform financially in 2025 for MKDW (MKDW)?

Landvision HK generated 2025 revenue of US$195,118,742 and profit of US$1,276,003. It ended the year with equity of US$340,887, cash and cash equivalents of US$230,639, and operates an e‑commerce business with AI‑CRM functionality.

What do the unaudited pro forma 2025 results show for MKDWELL Tech (MKDW) after the Landvision deal?

The unaudited pro forma statement shows combined 2025 revenue of US$198,149,422 and a net loss of US$2,075,496, equating to a pro forma loss per share of US$0.04. These figures assume the acquisition closed January 1, 2025.

How much goodwill will MKDWELL Tech (MKDW) record from the Landvision acquisition?

Preliminary goodwill is calculated at US$239,659,113, based on the US$240,000,000 consideration less Landvision’s book net assets. The company notes this goodwill forms substantially all consolidated assets and is subject to future impairment testing after purchase price allocation.

What liquidity risks does MKDWELL Tech (MKDW) disclose post‑acquisition?

The company states that the group’s consolidated cash position following the transaction is minimal, with pro forma cash and cash equivalents of US$54,723. It explicitly flags near‑term liquidity risk, even though a sizeable restricted time deposit remains on the balance sheet.

What lock-up restrictions apply to the new MKDWELL Tech (MKDW) shares issued in the Landvision deal?

Of the 30,000,000 Consideration Shares, about 86.7% held by 20 Restricted Vendors are locked up, with 20% released at 6, 12, and 18 months, and 40% at 24 months. Around 4,000,000 shares held by three Free Vendors have no lock-up.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2026

Commission File Number 001-42197

MKDWELL Tech Inc.

1F, No. 6-2, Duxing Road,

Hsinchu Science Park,

Hsinchu City 300096, Taiwan

(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 ☐

Other Information

Reference is made to the Form 6-K of the Company furnished with the Securities and Exchange Commission (the “SEC”) on July 17, 2026 (the “Acquisition 6-K”). MKDWELL Tech Inc. (the “Company”) is expected to complete the acquisition (the “Acquisition”) of Landvision Inc. (the “Target”), pursuant to the sale and purchase agreement dated July 17, 2026 entered with the shareholders (collectively, the “Vendors”) of Landvision Inc. The Target holds the entire issued share capital of Landvision Technology Limited, a company incorporated in Hong Kong (“Landvision HK” and, together with the Target, the “Target Group”).

The Target constitutes a “significant business” of which separate target financial statements and related pro forma financial statements of the Target are required under Rule 3-05 and Article 11 of Regulation S-X.

This Form 6-K includes the following financial statements: (i) the audited financial statements of the Landvision HK as of and for the years ended December 31, 2025 and 2024, the notes related thereto, and the report of the independent auditor, Alan Chan & Partners, dated June 11, 2026; and (ii) the unaudited pro forma condensed combined financial information of the Company and the Target as of and for the year ended December 31, 2025, respectively, and incorporated herein by reference.

The unaudited pro forma condensed combined income statement has been prepared for illustrative purposes only and does not purport to represent the actual results of operations of the Company. It is based on available measures and certain assumptions and is not necessarily indicative of the results that would have been achieved had the Acquisition occurred on the date indicated. In addition, the unaudited pro forma condensed combined income statement does not purport to project the future operating results of the Company. Future results may vary significantly from the results reflected because of various factors.

The foregoing description is qualified in its entirety by reference to the full text of the agreement filed as Exhibit 10.1 to the Company’s Form 6-K dated July 17, 2026 and is incorporated in this Report by reference.

INCORPORATION BY REFERENCE

This Report on Form 6-K and the exhibits hereto, including any amendment and report filed for the purpose of updating such report, are incorporated by reference into the Company’s Registration on Form F-3 originally filed on June 4, 2026 (File No.: 333-296481), which was declared effective by the SEC on June 10, 2026, in which from the date on which this report on Form 6-K is furnished to the extent not superseded by information subsequently filed or furnished (to the extent we expressly state that we incorporate such furnished information by reference) by the Company under the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

EXHIBIT INDEX

Exhibit No.		Description
99.1		Audited financial statements of Landvision HK as of and for the years ended December 31, 2025 and 2024, the notes related thereto, and the report of the independent auditor, Alan Chan & Partners, dated June 11, 2026
99.2		Unaudited pro forma condensed combined financial information of the Company and Landvision Inc. as of and for the year ended December 31, 2025

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.

MKDWELL Tech Inc.
By:	/s/ Ming-Chia Huang
Name:	Ming-Chia Huang
Title:	Chief Executive Officer and Director
Date:	July 22, 2026

Exhibit 99.1

Independent auditor’s report

to the member of LANDVISION TECHNOLOGY LIMITED

(Incorporated in Hong Kong with limited liability)

Opinion

We have audited the financial statements of Landvision Technology Limited (the “Company”) set out on accompanying pages, which comprise the statement of financial position as at 31 December 2025, and the statement of profit or loss and other comprehensive income, the statement of changes in equity and the statement of cash flows for the year ended 31 December 2025, and notes to the financial statements, including material accounting policy information.

In our opinion, the financial statements give a true and fair view of the financial position of the Company as at 31 December 2025 and of its financial performance and its cash flows for the year then ended in accordance with IFRS Accounting Standards issued by International Accounting Standards Board (“IASB”) and have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance.

Basis for opinion

We conducted our audit in accordance with Hong Kong Standards on Auditing (“HKSAs”) issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”). Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the HKICPA’s Code of Ethics for Professional Accountants (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Responsibilities of the director for the financial statements

The director is responsible for the preparation of financial statements that give a true and fair view in accordance with IFRS Accounting Standards issued by the IASB and for such internal control as the director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the director is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. This report is made solely to you and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with HKSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with HKSAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the director.

- Conclude on the appropriateness of the director’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with the director regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

/s/ ALAN CHAN & PARTNERS

ALAN CHAN & PARTNERS

Certified Public Accountants

Hong Kong, 11 June 2026

M&C/ACC/25-26

LANDVISION TECHNOLOGY LIMITED

Statement of profit or loss and other comprehensive income

For the year ended 31 December 2025

(Expressed in United States Dollars)

				2025				2024
		Note		US$				US$
Revenue		8			195,118,742				1,241,146
Cost of sales					(181,226,288	)			(1,138,627	)
					13,892,454				102,519
General administrative and operating expenses					(12,574,678	)			(650,693	)
Profit/(loss) before tax		9			1,317,776				(548,174	)
Income tax expense		10			(41,773	)			-
Profit/(loss) for the year and total comprehensive income/(expense) for the year					1,276,003				(548,174	)

The accompanying notes form an integral part of the financial statements.

LANDVISION TECHNOLOGY LIMITED

Statement of financial position

As at 31 December 2025

(Expressed in United States Dollars)

				2025				2024
		Note		US$				US$
Non-current assets
Property, plant and equipment		11			2,299,417				1,128,511
Current assets
Inventories		12			51,243				348,562
Trade receivables		13			92,409				78,267
Trade deposit paid					89,607				118,463
Cash and cash equivalents		14			230,639				6,374
					463,898				551,666
Current liabilities
Trade payables		15			126,842				139,546
Trade deposit received					1,328,661				541,378
Amount due to shareholder		16			925,152				1,934,369
Tax payables					41,773				-
					2,422,428				2,615,293
Net current liabilities					(1,958,530	)			(2,063,627	)
Net assets/(liabilities)					340,887				(935,116	)
Equity
Share capital		17			1,282				1,282
Reserves					339,605				(936,398	)
Total equity					340,887				(935,116	)

Approved for issue by the sole director on 11 June 2026.

/s/ HE Yun

HE Yun

Director

The accompanying notes form an integral part of the financial statements.

LANDVISION TECHNOLOGY LIMITED

Statement of changes in equity

For the year ended 31 December 2025

(Expressed in United States Dollars)

		Share capital				Accumulated losses				Total
		US$				US$				US$
At 1 January 2024			1,282				(388,224	)			(386,942	)
Loss for the year and total comprehensive expense for the year			-				(548,174	)			(548,174	)
At 31 December 2024 and 1 January 2025			1,282				(936,398	)			(935,116	)
Profit for the year and total comprehensive income for the year			-				1,276,003				1,276,003
At 31 December 2025			1,282				339,605				340,887

The accompanying notes form an integral part of the financial statements.

LANDVISION TECHNOLOGY LIMITED

Statement of cash flows

For the year ended 31 December 2025

(Expressed in United States Dollars)

		2025				2024
		US$				US$
Profit/(loss) before tax			1,317,776				(548,174	)
Adjustment for non-operating and non-cash items:
Depreciation on property, plant and equipment			244,538				94,364
Changes in working capital:
Decrease/(increase) in inventories			297,319				(348,562	)
Increase in trade receivables			(14,142	)			(78,267	)
Decrease/(increase) in trade deposit paid			28,856				(118,463	)
Decrease in trade payables			(12,704	)			(13,180	)
Increase in trade deposit received			787,283				318,157
Cash flows generated from/(used in) operations			2,648,926				(694,125	)
Income tax paid			-				-
Net cash flows generated from/(used in) operating activities			2,648,926				(694,125	)
Investing activities
Payment for acquisition of property, plant and equipment			(1,415,444	)			(1,222,875	)
Net cash flows used in investing activities			(1,415,444	)			(1,222,875	)
Financing activities
(Repayment to)/advance from shareholder			(1,009,217	)			1,923,374
Net cash flows (used in)/from financing activities			(1,009,217	)			1,923,374
Net increase in cash and cash equivalents			224,265				6,374
Cash and cash equivalents at the beginning of the year			6,374				-
Cash and cash equivalents at the end of the year			230,639				6,374
Analysed by:
Cash and cash equivalents in the statement of financial position			230,639				6,374

The accompanying notes form an integral part of the financial statements.

LANDVISION TECHNOLOGY LIMITED

Notes to the financial statements

For the year ended 31 December 2025

1. General information

LANDVISION TECHNOLOGY LIMITED (the “Company”) is a company with limited liability incorporated in Hong Kong. The Company’s registered office and principal place of business is located at Unit 2101-M2, 21/F, Gala Place, 56 Dundas Street, Mongkok, Kowloon, Hong Kong.

The principal activity of the Company is e-commerce business with AI-CRM function.

2. Statement of compliance

These financial statements have been prepared in accordance with IFRS Accounting Standards issued by the International Accounting Standards Board (“IASB”).

3. Basis of preparation

These financial statements include the statement of financial position, the statement of profit or loss and other comprehensive income, the statement of changes in equity, the statement of cash flows and related notes.

The measurement basis used in the preparation of the financial statements is the historical cost basis except for financial assets, which are stated at fair value.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Judgements made by management in the application of IFRS Accounting Standards that have significant effect on the financial statements and major sources of estimation uncertainty are discussed in note 5 to the financial statements.

These financial statements are presented in United States Dollars (“US$”), which is the Company’s functional currency.

The financial statements are prepared in accordance with IFRS Accounting Standards under the historical cost convention.

The International Accounting Standards Board has issued a number of new and revised IFRS Accounting Standards. The application of those IFRS Accounting Standards effective for annual accounting periods beginning on 1 January 2025 has no significant impact on the Company’s results and financial position.

For the following IFRS Accounting Standards which are not yet effective, the Company is in the process of assessing their impact on the Company’s results and financial position. Based on preliminary assessment, no significant impact is anticipated for those IFRS Accounting Standards scheduled to be effective in 2026.

Amendments to IFRS Accounting Standards	Annual Improvements to IFRS Accounting Standards – Volume 111
Amendments to IFRS 9 and IFRS 7	Amendments to the Classification and Measurement of Financial Instruments1
Amendments to IFRS 9 and IFRS 7	Contracts Referencing Nature–dependent Electricity1
IFRS 18	Presentation and Disclosure in Financial Statements2
IFRS 19	Subsidiaries without Public Accountability: Disclosures2
Amendments to IAS 21	Translation to a Hyperinflationary Presentation Currency2
Amendments to IFRS 10 and IAS 28	Sale or Contribution of Assets between an Investor and its Associate or Joint Venture3

	1	Effective for annual periods beginning on or after 1 January 2026
	2	Effective for annual periods beginning on or after 1 January 2027
	3	No mandatory effective date yet determined but available for adoption

These amendments are not expected to have a significant impact on the financial statements in the period of initial application and therefore no disclosures have been made.

4. Capital management

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern, so that it can continue to provide returns for member and benefits of other stakeholders, and to provide an adequate return to the member.

The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amounts of dividends paid to the member, return capital to the member, issue new shares, or sell assets to reduce debt. No changes were made in the objectives, policies and processes during the year ended 31 December 2025.

5. Critical accounting estimates and judgement

The preparation of the financial statements in conformity with IFRS Accounting Standards requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The critical judgement in applying the Company’s accounting policies and the key sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within these financial statements:

(i) Impairment of assets

The Company assesses annually whether assets have any indication of impairment, in accordance with the accounting policy stated in notes 7(h) and 7(i). The recoverable amounts of assets have been determined based on value-in-use or present value of estimated future cash flows calculations. These calculations require the use of estimate. The recoverable amount of long-term investment with no market value is estimated by reference to many factors most of which are director’s judgement.

(ii) Doubtful debts

The management estimates the provision for doubtful debt for its trade receivables by the credit history of its customers and the current market conditions. Management reassesses the provision annually in order to ascertain the adequacy of provision.

(iii) Significant increase in credit risk

IFRS 9 does not define what constitutes a significant increase in credit risk. In assessing whether the credit risk of an asset has significantly increased the Company takes into account qualitative and quantitative reasonable and supportable forward-looking information.

6. Financial instruments

Financial assets and financial liabilities are recognised on the statement of financial position when the Company becomes a party to the contractual provisions of the instruments. They are accounted for in accordance with the respective accounting policies stated in note 7(g). The Company has classified the carrying value of its financial assets in the following categories:

		2025				2024
		US$				US$
Financial assets at amortised cost
Trade receivables			92,409				78,267
Cash and cash equivalents			230,639				6,374
			323,048				84,641

The Company has classified the carrying value of its financial liabilities in the following categories:

At 31 December 2025

		2025				2024
		US$				US$
Financial liabilities at amortised cost
Trade payables			126,842				139,546
Amount due to shareholder			925,152				1,934,369
			1,051,994				2,073,915

The director considers that the carrying values of the financial assets and financial liabilities approximate to their fair values.

The Company exposed to various kinds of risks in its operation and financial instruments. The risk includes market risk (foreign currency risk, interest rate risk and other price risk), liquidity risk and credit risk. The Company’s risk management objectives and policies mainly focus on minimising the potential adverse effects of these risks on the Company by closely monitoring the individual exposure as follows:

(a) Foreign currency risk management

The major source of currency risk comes from financial assets and liabilities denominated in foreign currencies. It is the objective of the Company to control the currency risk at an acceptable level. The Company has designated a Financial Controller to monitor the foreign currency exchange rates on an ongoing basis. The Financial Controller will report to the director regularly and advise suitable procedures to minimise foreseeable currency risk.

(b) Interest rate risk management

The Company’s cash flow interest rate risk mainly arises from bank balances, which carry interests at variable rates.

In the opinions of the director of the Company, the interest income derived from bank balances are insignificant and the Company’s income and operating cash flows are substantially independent of changes in market interest rates. Accordingly, no sensitivity analysis is performed.

Summary quantitative data

		2025				2024
		US$				US$
Floating-rate financial assets
Cash at banks			230,639				6,374
Net interest-bearing assets			230,639				6,374

(c) Credit risk management

The Company is exposed to credit risk on financial assets, mainly attributable to trade receivables. It sets credit limited on each individual customer and prior approval is required for any transaction exceeding the limit. The customer with sound payment history would accumulated a higher credit limit. In Addition, the overseas customers would normally be required to transact with the Company by letter of credit in order to minimise the Company’s credit risk exposure.

Summary quantitative data

		2025				2024
		US$				US$
Bank balances			230,639				6,374
Trade receivables			92,409				78,267
			323,048				84,641

While cash and cash equivalents are also subject to impairment assessment required by IFRS 9, the Company makes periodic assessments on their recoverability based on historical settlement records and past experience, and considered relevant expected credit losses are immaterial.

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer rather than the industry or country in which the customers operate and therefore significant concentrations of credit risk primarily arise when the Company has significant exposure to individual customers. Individual credit evaluations are performed on all customers requiring credit over a certain amount. These evaluations focus on the customer’s past history of making payments when due and current ability to pay, and take into account information specific to the customer as well as pertaining to the economic environment in which the customer operates.

The Company measures loss allowances for trade receivables at an amount equal to lifetime expected credit losses, which is calculated using a provision matrix. As the Company’s historical credit loss experience does not indicate significantly different loss patterns for different customer segments, the loss allowance based on past due status is not further distinguished between the Company’s different customer bases.

At 31 December 2025, the Company has no concentration of risk and maximum exposure to credit risk is represented by the carrying amount of each financial asset.

Based on the Company’s assessment, the calculated lifetime expected credit loss on trade receivables as of 31 December 2025 and 2024 is insignificant. Consequently, no loss allowance has been recognised in the financial statements, as any such amount is immaterial to the financial position and performance of the Company.

(d) Liquidity risk management

Ultimate responsibilities for liquidity risk management rest with the sole director, which has built an appropriate liquidity risk management framework for the management of the Company’s short, medium and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves and borrowing facilities by continuously monitoring forecast and actual cash flows.

As at 31 December 2025, the financial liabilities of US$1,051,994 (2024: US$2,073,915) such as trade payables at the end of the reporting period, mature as follows: -

		2025				2024
		US$				US$
Total liabilities			2,422,428				2,615,293
Non-financial liabilities			(1,370,434	)			(541,378	)
Total financial liabilities			1,051,994				2,073,915
Mature within 6 months			1,051,994				2,073,915

7. Material accounting policies information

(a) Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and any impairment loss, if any.

Depreciation is calculated to write off the cost of items of property, plant and equipment, less their estimated residual value, if any, on a straight-line basis over their estimated useful lives as follow:

Warehouses	20–30 years
Servers and computers	5 years
Miscellaneous assets	5 years

The residual value and the useful life of an asset are reviewed at least at each financial year-end.

The Company assesses at the end of each reporting period whether there is any indication that any items of property, plant and equipment may be impaired and that an impairment loss recognised in the prior periods for an item may have decreased. If any such indication exists, the Company estimates the recoverable amount of that item. An impairment loss, being the amount by which the carrying amount of an asset or a cash-generating unit exceeds its recoverable amount, or a reversal of impairment loss is recognised immediately in profit or loss.

Gain or loss arising from the derecognition of an item of property, plant and equipment is included in profit or loss when the item is derecognised and is determined as the difference between net disposal proceeds, if any, and the carrying amount of the item.

(b) Trade receivables

The Company makes use of a simplified approach in accounting for trade receivables as well as contract assets and records the loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. In calculating, the Company uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses using a provision matrix.

The Company assesses impairment of trade receivables on a collective basis as they possess shared credit risk characteristics they have been grouped based on the days past due. Refer to note 7(i) to the financial statements for a detailed analysis of how the impairment requirements of IFRS 9 are applied.

Where consistent with the provisioning horizon, the possible impact of climate risks on the determination of expected credit losses has been integrated.

(c) Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and cash at banks.

(d) Inventories

Inventories are carried at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business less the estimated cost of completion and applicable selling expenses. Cost is determined using the weighted average basis, and in the case of work in progress and finished goods, comprise direct materials, direct labour and an appropriate proportion of overheads. It excludes borrowing costs.

(e) Income tax

Tax expense recognised in profit or loss comprises the sum of deferred tax and current tax not recognised in equity. The calculation of current and deferred tax is based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. Deferred income taxes are calculated using the liability method. The carrying amount of deferred tax are reviewed at the end of each reporting period on the basis of its most likely amount and adjusted if needed. Assessing the most likely amount of current and deferred tax in case of uncertainties (e.g. as a result of the need to interpreting the requirements of the applicable tax law), requires the Company to apply judgments in considering whether it is probable that the taxation authority will accept the tax treatment retained.

Deferred tax assets are recognised to the extent it is probable that the underlying tax loss or deductible temporary difference will be utilised against future taxable income. This is assessed based on the Company’s forecast of future operating results, adjusted for significant non-taxable income and expenses and specific limits on the use of any unused tax loss or credit.

Deferred tax liabilities are generally recognised in full, although IAS 12 specifies limited exemptions. As a result of these exemptions the Company does not recognise deferred tax on temporary differences relating to goodwill, or to its investments in subsidiaries (only to the extent that the Company control the timing of the reversal of the taxable temporary difference and that reversal is not likely to occur in the foreseeable future). The Company does not offset deferred tax assets and liabilities unless it has a legally enforceable right to do so and intends to settle on a net basis.

(f) Foreign currencies

Functional and presentation currency

The financial statements are presented in United States Dollars.

Foreign currency transactions and balances

Foreign currency transactions are translated into the functional currency of the Company, using the exchange rates prevailing at the dates of the transactions (spot exchange rate). Foreign exchange gains and losses resulting from the settlement of such transactions and from the remeasurement of monetary items denominated in foreign currency at period-end exchange rates are recognised in profit or loss.

Non-monetary items are not retranslated at the period-end. They are measured at historical cost (translated using the exchange rates at the transaction date), except for non-monetary items measured at fair value which are translated using the exchange rates at the date when fair value was determined.

(g) Financial instruments

Recognition and derecognition

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the financial instrument.

Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.

Classification and initial measurement of financial assets

Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price in accordance with IFRS 15, all financial assets are initially measured at fair value adjusted for transaction costs (where applicable).

Financial assets, other than those designated and effective as hedging instruments, are classified into one of the following categories:

	-	amortised cost;
	-	fair value through profit or loss (FVTPL); or
	-	fair value through other comprehensive income (FVOCI).

In the periods presented the Company does not have any financial assets categorised as FVTPL and FVOCI.

The classification is determined by both:

	-	the entity’s business model for managing the financial asset; and
	-	the contractual cash flow characteristics of the financial asset.

All revenue and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance income or other financial items, except for impairment of trade receivables which is presented within other expenses.

Financial assets at amortised cost

Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVTPL):

	-	they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows; and
	-	the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding.

After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Financial assets at fair value through profit or loss (FVTPL)

Financial assets held within a different business model other than “hold to collect” or “hold to collect and sell” are categorised at FVTPL. Further, irrespective of the business model used, financial assets whose contractual cash flows are not solely payments of principal and interest are accounted for at FVTPL. All derivative financial instruments fall into this category, except for those designated and effective as hedging instruments, for which the hedge accounting requirements apply.

The category also contains an equity investment. The Company accounts for the investment at FVTPL and did not make the irrevocable election to account for the investment in listed equity securities at FVOCI. The fair value was determined in line with the requirements of IFRS 13 “Fair Value Measurement”.

Assets in this category are measured at fair value with gains or losses recognised in profit or loss. The fair values of financial assets in this category are determined by reference to active market transactions or using a valuation technique where no active market exists.

Financial assets at fair value through other comprehensive income (FVOCI)

The Company accounts for financial assets at FVOCI if the assets meet the following conditions:

	-	they are held under a business model whose objective it is “hold to collect” the associated cash flows and sell, and
	-	the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Any gains or losses recognised in OCI will be recycled upon derecognition of the asset.

Financial liabilities

The Company classifies its financial liabilities, depending on the purpose for which the liabilities were incurred. Financial liabilities at FVTPL are initially measured at fair value and financial liabilities at amortised costs are initially measured at fair value, net of directly attributable costs incurred.

Financial liabilities at amortised cost

Financial liabilities at amortised cost are subsequently measured at amortised cost, using the effective interest method. The related interest expense is recognised in profit or loss.

Gains or losses are recognised in profit or loss when the liabilities are derecognised as well as through the amortisation process.

(h) Impairment of non-current assets

At the end of each reporting period, the Company reviews the carrying amounts of the non-financial assets including property, plant and equipment to determine whether there is any indication that those assets have suffered an impairment loss or an impairment loss previously recognised no longer exists or may have decreased.

If the recoverable amount (i.e. the greater of the fair value less costs of disposal and value in use) of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a revalued amount under another IFRS Accounting Standards, in which case the impairment loss is treated as a revaluation decrease under that IFRS Accounting Standards. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior year. A reversal of an impairment loss is recognised in profit or loss immediately, unless the relevant asset is carried at a revalued amount under another IFRS, in which case the reversal of the impairment loss is treated as a revaluation increase under that IFRS.

Value in use is based on the estimated future cash flows expected to be derived from the asset or cash generating unit, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or cash generating unit.

(i) Impairment loss on financial assets

IFRS 9’s impairment requirements use forward-looking information to recognise expected credit losses - the “expected credit loss (ECL) model”. Instruments within the scope of the requirements included loans and other debt-type financial assets measured at amortised cost and FVOCI, trade receivables, contract assets recognised and measured under IFRS 15 and loan commitments and some financial guarantee contracts (for the issuer) that are not measured at fair value through profit or loss.

The Company considers a broader range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions, reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

In applying this forward-looking approach, a distinction is made between:

	-	financial instruments that have not deteriorated significantly in credit quality since initial recognition or that have low credit risk (“Stage 1”); and
	-	financial instruments that have deteriorated significantly in credit quality since initial recognition and whose credit risk is not low (“Stage 2”).

“Stage 3” would cover financial assets that have objective evidence of impairment at the reporting date.

“12-month expected credit losses” are recognised for the first category (i.e. Stage 1) while “lifetime expected credit losses” are recognised for the second category (i.e. Stage 2).

Measurement of the expected credit losses is determined by a probability-weighted estimate of credit losses over the expected life of the financial instrument.

(j) Trade and other payables

Trade and other payables are initially measured at fair value and, after initial recognition, at amortised cost, except for payables with no stated interest rate and effect of discounting being immaterial, that are measured at their original invoice amount.

(k) Provisions, contingent assets and contingent liabilities

Provisions for product warranties, legal disputes, onerous contracts or other claims are recognised when the Company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic resources will be required from the Company and amounts can be estimated reliably. The timing or amount of the outflow may still be uncertain.

Restructuring provisions are recognised only if a detailed formal plan for the restructuring exists and management has either communicated the plan’s main features to those affected or started implementation. Provisions are not recognised for future operating losses.

Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the reporting date, including the risks and uncertainties associated with the present obligation. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. Provisions are discounted to their present values, where the time value of money is material.

Any reimbursement that the Company is virtually certain to collect from a third party with respect to the obligation is recognised as a separate asset. However, this asset may not exceed the amount of the related provision.

No liability is recognised if an outflow of economic resources as a result of present obligations is not probable. Such situations are disclosed as contingent liabilities unless the outflow of resources is remote.

(l) Revenue recognition

Revenue is recognised when it is probable that the economic benefits will flow to the Company and when the revenue can be measured reliably, on the following bases:

	(i)	Sales of goods is recognised when the Company transfers control of the assets to the customer. Control transfers at the point in time when the goods are delivered to the customers; and
	(ii)	Interest income is recognised on a time proportion basis, taking into account the principal amounts outstanding and the interest rates applicable.

(m) Related parties

For the purpose of these financial statements, related party includes a person and entity as defined below:

(a) A person or a close member of that person’s family is related to the Company if that person:

	(i)	has control or joint control of the Company;
	(ii)	has significant influence over the Company;
	(iii)	is a member of the key management personnel of the Company or the Company’s parent;

(b) An entity is related to the Company if any of the following conditions applies:

(i) the entity and the Company are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others).

	(ii)	one entity is an associate or joint venture of the other entity
	(iii)	both entities are joint ventures of the same third party.
	(iv)	one entity is a joint venture of a third entity and the other entity is an associate of the third entity.
	(v)	the entity is a post-employment benefit plan for the benefits of employees of either the Company or an entity related to the Company.
	(vi)	the entity is controlled or jointly controlled by a person identified in (a).
	(vii)	A person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity).
	(viii)	the entity of which it is a part, provides key management personnel services to the Company.

Close members of the family of a person are those family members who may be expected to influence, or be influenced by, that person in their dealings with the entity.

(n) Employee benefits

(i) Short term employee benefits

Short-term employee benefits, including holiday entitlement, are current liabilities included in pension and other employee obligations, measured at the undiscounted amount the Company expects to pay as a result of the unused entitlement.

(ii) Defined contribution plans

The Company pays fixed contributions into independent entities in relation to several retirement plans and insurances for individual employees. The Company has no legal or constructive obligations to pay contributions in addition to its fixed contributions, which are recognised as an expense in the period that related employee services are received.

Under the Company’s defined benefit plans, the amount of pension benefit that an employee will receive on retirement is defined by reference to the employee’s length of service and final salary. The legal obligation for any benefits remains with the Company, even if plan assets for funding the defined benefit plan have been set aside. Plan assets may include assets specifically designated to a long-term benefit fund as well as qualifying insurance policies.

The liability recognised in the statement of financial position for defined benefit plans is the present value of the defined benefit obligation (DBO) at the reporting date less the fair value of plan assets.

Management estimates the DBO annually with the assistance of independent actuaries. This is based on standard rates of inflation, salary growth rate and mortality. Discount factors are determined close to the end of each annual reporting period by reference to high quality corporate bonds that are denominated in the current year, which the benefits will be paid and have terms to maturity approximating the terms of the related pension liability.

Service cost on the Company’s defined benefit plan is included in employee benefits expense. Employee contributions, all of which are independent of the number of years of service, are treated as a reduction of service cost. Net interest expense on the net defined benefit liability is included in finance costs. Gains and losses resulting from remeasurements of the net defined benefit liability are included in other comprehensive income and are not reclassified to profit or loss in subsequent periods.

(o) Leases

The Company assesses whether a contract is or contains a lease based on the definition under IFRS 16 at inception of the contract. Such contract will not be reassessed unless the terms and conditions of the contract are subsequently changed.

The Company as a lessee

Allocation of consideration to components of a contract

For a contract that contains a lease component and one or more additional lease or non-lease components, the Company allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components.

Short-term leases and leases of low-value assets

The Company applies the short-term lease recognition exemption to leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option. It also applies the recognition exemption for lease of low-value assets. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis or another systematic basis over the lease term.

8. Revenue

		2025				2024
		US$				US$
Revenue from contracts with customers
Sales of goods			195,118,742				1,241,146

9. Profit/(loss) before tax

The Company’s profit/(loss) before tax is arrived at after charging of:

		2025				2024
		US$				US$
Depreciation of property, plant and equipment			244,538				94,364
Lease charges: – Short term leases			30,769				30,769
Employee benefit expenses (including director’s emoluments (Note 18))			762,503				426,578

10. Income tax expense

		2025				2024
		US$				US$
Current tax:
Hong Kong Profits Tax			41,773				-

The provision for Hong Kong Profits Tax for 2025 is calculated at 16.5% (2024: 16.5%) of the estimated assessable profits for the year, except that the Company is a qualifying corporation under the two-tiered profits tax regime. The first HKD 2 million of assessable profits are taxed at 8.25%, and the remaining assessable profits are taxed at 16.5%. A reconciliation between the income tax and profit before tax at applicable profits tax rate is as follows

		2025				2024
		US$				US$
Profit/(loss) before tax			1,317,776				(548,174	)
Tax calculated at 16.5%			217,433				(90,448	)
Tax effect of tax losses not recognised			-				90,448
Effect of the two-tiered profits tax regime			(21,154	)
Utilisation of tax losses previously not recognised			(154,506	)			-
Tax charge for the year			41,773				-

At the end of reporting period, there was no material temporary difference for which a deferred tax should be provided. At the end of the reporting period, the Group has unused tax losses of approximately US$Nil (2024: US$936,398) available for offset against future profits. No deferred tax asset has been recognised due to the unpredictability of future profit streams.

11. Property, plant and equipment

		Warehouses				Servers and computers				Miscellaneous				Total
		US$				US$				US$				US$
Cost
At 1 January 2024			-				-				-				-
Additions			365,879				613,885				243,111				1,222,875
At 31 December 2024 and 1 January 2025			365,879				613,885				243,111				1,222,875
Additions			-				1,233,888				181,556				1,415,444
At 31 December 2025			365,879				1,847,773				424,667				2,638,319
Accumulated depreciation:
At 1 January 2024			-				-				-				-
Additions			10,984				72,080				11,300				94,364
At 31 December 2024 and 1 January 2025			10,984				72,080				11,300				94,364
Charge for the year			14,645				172,192				57,701				244,538
At 31 December 2025			25,629				244,272				69,001				338,902
Net carrying amounts
At 31 December 2025			340,250				1,603,501				355,666				2,299,417
At 31 December 2024			354,895				541,805				231,811				1,128,511

12. Inventories

		2025				2024
		US$				US$
Finished goods			51,243				348,562

13. Trade receivables

		2025				2024
		US$				US$
Trade receivables			92,409				78,267

Based on the Company’s assessment, the calculated lifetime expected credit loss on trade receivables as of 31 December 2025 and 2024 is insignificant. Consequently, no loss allowance has been recognised in the financial statements, as any such amount is immaterial to the financial position and performance of the Company.

14. Cash and cash equivalents

		2025				2024
		US$				US$
Cash at banks and in hand			230,639				6,374

15. Trade payables

		2025				2024
		US$				US$
Trade payables			126,842				139,546

16. Amount due to shareholder

The amount is unsecured, interest-free and repayable on demand.

17. Share capital

		2025				2024
		US$				US$
Ordinary shares issued and fully paid:
10,000 ordinary shares for HK$1 each			1,282				1,282

Note: The holder of ordinary shares is entitled to receive dividends as declared from time to time and is entitled to one vote per share at meetings of the Company. All ordinary shares rank equally with regard to the Company’s residual assets.

18. Benefits and interests of the director

Emoluments, retirement benefits and termination benefits of director

Director’s remuneration for the year, disclosed pursuant to section 383(1) of the Companies Ordinance and Part 2 of the Companies (Disclosure of Information about Benefits of Directors) Regulation, are as follows:

		2025				2024
		US$				US$
Fee			240,000				240,000
Other emoluments
- Salaries			-				-
- Mandatory provident fund contribution			-				-
			240,000				240,000

19. Reconciliation of liabilities arising from financing activities

The table below details changes in the Company’s liabilities arising from financing activities, including both cash and non-cash changes. Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be, classified in the Company’s statement of cash flows as cash flows from financing activities.

		Amount due to shareholder				Total
		US$				US$
At the date of incorporation			-				-
Financing cash flows			10,995				10,995
At 31 December 2023 and 1 January 2024			10,995				10,995
Financing cash flows			1,923,374				1,923,374
At 31 December 2024 and 1 January 2025			1,934,369				1,934,369
Financing cash flows			(1,009,217	)			(1,009,217	)
31 December 2025			925,152				925,152

20. Related party transactions

(a) Except as disclosed elsewhere in these financial statements, the Company did not have any other material related parties transactions during the year.

(b) Compensation of key management personnel of the Company

Compensation of key management personnel of the Company represents director’s remuneration, which are disclosed in note 18 to the financial statements.

21. Approval of the financial statements

The financial statements were approved by the sole director of the Company on 11 June 2026.

Exhibit 99.2

Unaudited Pro Forma Condensed Combined Financial Information

Description of the Business Combination

On July 17, 2026, MKDWELL Tech Inc. (“MKDW” or the “Company”), a British Virgin Islands company listed on the Nasdaq Capital Market (Nasdaq: MKDW), entered into a Share Purchase Agreement (the “SPA”) to acquire 100% of the issued share capital of Landvision Inc. (the “Target”), the parent holding company of Landvision Technology Limited (“Landvision” or “LV”), a Hong Kong company engaged in cross-border e-commerce with AI-CRM functions.

The aggregate consideration is US$240,000,000, to be satisfied entirely by the issuance of 30,000,000 new Ordinary Shares of MKDW at an issue price of US$8.00 per share (the “Consideration Shares”).

The following unaudited pro forma condensed combined financial information presents the combination of MKDW and Landvision, giving effect to the acquisition as if it had occurred on December 31, 2025 for balance sheet purposes and on January 1, 2025 for statement of operations purposes.

Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial information is based on:

●	The historical consolidated balance sheet of MKDW as of December 31, 2025, extracted from the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC on April 29, 2026.
●	The historical statement of financial position of Landvision Technology Limited as of December 31, 2025, extracted from its audited financial statements for the year ended December 31, 2025, prepared in accordance with International Financial Reporting Standards (“IFRS”).
●	The historical consolidated statement of operations of MKDW for the year ended December 31, 2025.
●	The historical statement of profit or loss and other comprehensive income of Landvision for the year ended December 31, 2025.

The acquisition is accounted for under ASC 805, Business Combinations, using the acquisition method, with MKDW identified as the accounting acquirer. Consideration transferred is measured at fair value on the acquisition date in accordance with ASC 805-30-30-7.

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not purport to represent what the Company’s financial position or results of operations would actually have been had the acquisition occurred on the dates indicated, nor is it necessarily indicative of future financial position or results of operations.

Critical Risk Disclosure

This pro forma information excludes purchase price allocation fair value step-ups and corresponding amortization, depreciation and deferred tax liabilities pending third-party valuation completion. Actual consolidated financial results post-acquisition will reflect incremental non-cash amortization expenses, which will materially increase consolidated net loss and loss per share. The Group’s consolidated cash position following the transaction is minimal, creating near-term liquidity risk. The preliminary goodwill balance constitutes substantially all consolidated assets and is subject to annual impairment testing with material potential downward adjustment risk.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEETS

As of December 31, 2025

(In U.S. dollars, except for share and per share data, or otherwise noted)

		MKDW				LV				Conversion and Presentation Alignment				Transaction Accounting Adjustments				Other Adjustments				Pro Forma Combined
		(U.S. GAAP, Historical)				(IFRS, Historical)				Note 2												(U.S. GAAP, Historical)
ASSETS
Current assets:
Cash and cash equivalents			24,084				230,639				-				-				(200,000	)			54,723
Restricted cash			24,804				-				-				-				-				24,804
Notes receivables			1,443				-				-				-				-				1,443
Accounts receivable, net			819,458				92,409				-				-				-				911,867
Amounts due from related parties, net			947,487				-				-				-				-				947,487
Inventories, net			250,885				51,243				-				-				-				302,128
Prepaid expenses and other current assets, net			87,343				89,607				-				-				-				176,950
Restricted Time deposit, net			10,493,772				-				-				-				-				10,493,772
Total current assets			12,649,276				463,898				-				-				(200,000	)			12,913,174
Non-current assets:
Intangible asset, net			487,693				-				-				-				-				487,693
Property, plant and equipment, net			4,507,236				2,299,417				-				-				-				6,806,653
Real estate properties for lease, net			435,876				-				-				-				-				435,876
Operating lease right-of-use assets, net			279,627				-				-				-				-				279,627
Other non-current assets			38,594				-				-				-				-				38,594
Goodwill (preliminary — see Note 5)			-				-				-				239,659,113				-				239,659,113
Total non-current assets			5,749,026				2,299,417				-				239,659,113				-				247,707,556
TOTAL ASSETS			18,398,302				2,763,315				-				239,659,113				(200,000	)			260,620,730
LIABILITIES
Current liabilities:
Short-term bank borrowings			2,692,654				-				-				-				-				2,692,654
Accrued expenses and other current liabilities			3,986,268				1,328,661				-				-				-				5,314,929
Accounts payable			812,300				126,842				-				-				-				939,142
Amounts due to related parties, current			2,067,178				925,152				-				-				-				2,992,330
Long-term bank borrowings-current portion			56,381				-				-				-				-				56,381
Convertible Note			604,664				-				-				-				-				604,664
Operating lease liabilities- current			50,084				-				-				-				-				50,084
Deferred revenue- current			7,603				-				-				-				-				7,603
Tax payables			-				41,773				-				-				-				41,773
Total Current Liabilities			10,277,132				2,422,428				-				-				-				12,699,560
Non-current liabilities:
Long-term bank borrowings			2,938,338				-				-				-				-				2,938,338
Other non-current liabilities			11,654				-				-				-				-				11,654
Deferred revenue			53,230				-				-				-				-				53,230
Operating lease liabilities- non current			229,543				-				-				-				-				229,543
Deferred tax liabilities(PPA related—— TBD pending valuation, see Note 5)			-				-				-				-				-				-
Total Non-Current Liabilities			3,232,765				-				-				-				-				3,232,765
TOTAL LIABILITIES			13,509,897				2,422,428				-				-				-				15,932,325
Equity (deficit)
Ordinary shares (no par value, unlimited shares authorized as of December 31, 2024 and 2025, respectively; 619,611 and 4,701,331 ordinary shares issued as of December 31, 2024 and 2025, respectively; 559,611 and 4,641,331 number of ordinary shares outstanding as of December 31, 2024 and 2025, respectively)*			14,104				1,282				-				88,718				-				104,104
Class A Preferred shares (no par value; 274,367 shares issued and outstanding as of December 31, 2025)*			823				-				-				-				-				823
Additional paid in capital			21,915,865				-				-				239,910,000				-				261,825,865
Accumulated deficit			(16,303,616	)			339,605				-				(339,605	)			(200,000	)			(16,503,616	)
Accumulated other comprehensive income			153,890				-				-				-				-				153,890
MKDWELL Tech Inc. shareholders’ (deficit)/ equity			5,781,066				340,887				-				239,659,113				(200,000	)			245,581,066
Non-controlling interests			(892,661	)			-				-				-				-				(892,661	)
Total (deficit)/ equity			4,888,405				340,887				-				239,659,113				(200,000	)			244,688,405
TOTAL LIABILITIES AND EQUITY (DEFICIT)			18,398,302				2,763,315				-				239,659,113				(200,000	)			260,620,730

The accompanying notes are an integral part of the Unaudited Pro Forma Condensed Combined Financial Information.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Year Ended December 31, 2025

(In U.S. dollars, except for share and per share data, or otherwise noted)

		MKDW				LV				Conversion and Presentation Alignment				Transaction Accounting Adjustments				Other Adjustments				Pro Forma Combined
		(U.S. GAAP, Historical)				(IFRS, Historical)				Note 2												(U.S. GAAP, Historical)
Revenues			3,030,680				195,118,742				-				-				-				198,149,422
Cost of revenues			(2,842,249	)			(181,226,288	)			-				-				-				(184,068,537	)
Gross Profit			188,431				13,892,454				-				-				-				14,080,885
Operating expenses:
Selling expenses			(265,803	)			-				-				-				-				(265,803	)
General and administrative expenses			(1,592,259	)			(12,574,678	)			-				-				(200,000	)			(14,366,937	)
Research and development expenses			(998,671	)			-				-				-				-				(998,671	)
Total Operating Expenses			(2,856,733	)			(12,574,678	)			-				-				(200,000	)			(15,631,411	)
Income (Loss) from Operations			(2,668,302	)			1,317,776				-				-				(200,000	)			(1,550,526	)
Other loss:
Interest expense, net			(548,514	)			-				-				-				-				(548,514	)
Other income, net			65,317				-				-				-				-				65,317
Total Other Income (Expense)			(483,197	)			-				-				-				-				(483,197	)
(Loss) income before income tax expense			(3,151,499	)			1,317,776				-				-				(200,000	)			(2,033,723	)
Income tax expense			-				(41,773	)			-				-				-				(41,773	)
Net Income (Loss)			(3,151,499	)			1,276,003				-				-				(200,000	)			(2,075,496	)
Net loss attributable to non-controlling interest			(578,906	)			-				-				-				-				(578,906	)
Net loss attributable to ordinary shareholders			(2,572,593	)			1,276,003				-				-				(200,000	)			(1,496,590	)
															-
Pro forma loss per ordinary share — basic and diluted																							(0.04	)
Pro forma weighted-average ordinary shares outstanding — basic and diluted																							33,869,429

The accompanying notes are an integral part of the Unaudited Pro Forma Condensed Combined Financial Information.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(In U.S. dollars, except for share and per share data, or otherwise noted)

Note 1 — Basis of Presentation

The unaudited pro forma condensed combined financial information presents the combination of MKDWELL Tech Inc. (“MKDW” or the “Company”), a US GAAP reporting foreign private issuer listed on Nasdaq, and Landvision Technology Limited (“Landvision” or “LV”), a Hong Kong-incorporated company reporting under International Financial Reporting Standards (“IFRS”), through the acquisition of 100% of the issued share capital of Landvision Inc. (the “Target”), the parent holding company of Landvision.

The unaudited pro forma condensed combined balance sheet as of December 31, 2025 gives effect to the acquisition as if it had occurred on December 31, 2025. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 gives effect to the acquisition as if it had occurred on January 1, 2025.

The pro forma information is presented for illustrative purposes only and does not purport to represent what the Company’s financial position or results of operations would actually have been had the acquisition occurred on the dates indicated, nor is it necessarily indicative of future financial position or results of operations.

The acquisition is accounted for under ASC 805, Business Combinations, using the acquisition method, with MKDW identified as the accounting acquirer. The determination was based on the controlling voting interest of MKDW’s existing shareholders in the combined entity, after giving effect to the super-voting rights of the Company’s preference shares and voting agreements with certain Landvision shareholders (see Note 7). The consideration transferred is measured at fair value in accordance with ASC 805-30-30-7.

Note 2 — IFRS to US GAAP Conversion Adjustments

Landvision’s historical financial statements are prepared in accordance with IFRS. Based on the Company’s preliminary review of Landvision’s significant accounting policies, no material quantitative differences between IFRS and US GAAP were identified for revenue recognition (IFRS 15 / ASC 606), property, plant and equipment (cost model), research and development (expensed as incurred), leases (short-term/low-value recognition exemptions), financial instruments, and income taxes. Accordingly, no IFRS to US GAAP conversion adjustments are reflected.

Supplementary Policy Comparison Disclosure

The Company has completed a high-level cross-check of key accounting policies set forth below; full detailed policy comparison working papers will be finalized prior to SEC filing:

●	Revenue recognition: Both frameworks recognize performance obligations consistently for cross-border e-commerce goods sales and AI-CRM subscription services; no material difference in variable consideration, return provisions or incremental contract costs.
●	Leases: Both apply short-term and low-value asset recognition exemptions with consistent threshold criteria.
●	Financial instruments: IFRS 9 ECL and ASC 326 CECL impairment models are preliminarily assessed to generate immaterial measurement variance for trade receivables within the historical reporting period.
●	Income taxes: Both apply balance sheet liability method; temporary difference recognition criteria are aligned for routine operating items.

This assessment is preliminary and subject to change upon completion of a detailed accounting policy comparison.

Note 3 — Transaction Accounting Adjustments——Balance Sheet

The following adjustments have been reflected in the “Transaction Accounting Adjustments” column:

(a) Consideration Shares

Reflects the issuance of 30,000,000 Ordinary Shares of MKDW (no par value) as consideration for the acquisition of 100% of Landvision Inc. (the “Target”). Recorded as:

●	Ordinary shares (stated capital): US$90,000 (at US$0.003 per share, consistent with MKDW’s existing policy)
●	Additional paid-in capital: US$239,910,000

(b) Goodwill (preliminary — see Note 5)

Recorded as the excess of consideration transferred over the fair value of net identifiable assets acquired. Pending completion of the Purchase Price Allocation (PPA), goodwill is preliminarily calculated as:

Component		Amount
Consideration transferred (at acquisition date fair value)		US$	240,000,000
Less: Landvision identifiable net assets at book value			(340,887	)
Less: Preliminary fair value adjustments (see Note 5)			TBD(P)
Preliminary goodwill		US$	239,659,113

Goodwill (preliminary — see Note 5) is subject to material revision upon completion of the PPA.

(c) Deferred Tax Liability

Any fair value step-up on identifiable intangible assets and PP&E will generate a deferred tax liability at the Hong Kong profits tax rate of 16.5% (ASC 805-740). To be determined upon completion of the valuation.

(d) Transaction Cost

Estimated direct and incremental transaction costs of US$200,000 (legal and advisory fees) reflected as a reduction of cash and charged to retained earnings (accumulated deficit) in the unaudited pro forma condensed combined balance sheet. The corresponding income statement effect is reflected as incremental general and administrative expenses in the unaudited pro forma condensed combined statement of operations (see Note 4). Under ASC 805-10-25-3, transaction costs are expensed as incurred. These costs are non-recurring and directly attributable to the acquisition.

Note 4 — Transaction Accounting Adjustments (Statement of Operations)

(a) Incremental Amortization and Depreciation

Any incremental amortization of identifiable intangible assets and any incremental depreciation on PP&E fair value step-up are entirely dependent on the PPA valuation. No pro forma effect is included until the valuation is complete.

(b) Transaction Costs

Estimated direct and incremental transaction costs of US$200,000 are reflected in the “Other Adjustments” column as incremental general and administrative expenses. Under ASC 805-10-25-3, transaction costs are expensed as incurred. These costs are non-recurring.

(c) Deferred Tax Effect

Deferred tax expense/benefit related to PPA adjustments will be recorded upon completion of the valuation.

Note 5 — Purchase Price Allocation — Preliminary and Pending Completion

The allocation of the purchase price to the identifiable assets acquired and liabilities assumed is preliminary and has not been finalized. The Company has not yet completed the necessary valuation work to determine the fair values of the identifiable intangible assets and property, plant and equipment acquired. Accordingly, no purchase price allocation adjustments have been reflected in the unaudited pro forma condensed combined financial statements for fair value step-ups or the corresponding deferred tax effects.

Identifiable Asset		Description		Expected Fair Value Range		Estimated Useful Life
Developed technology		AI-CRM platform		Pending valuation		5-7 years
Customer relationships		Active customer base supporting ~US$195M revenue		Pending valuation		8-12 years
Trade name		“Landvision Technology Limited”		Pending valuation		1-3 years
Non-compete agreements		From key vendors		Pending valuation		3-5 years
PP&E		Servers, computers, and equipment		Pending appraisal		3-10 years

The preliminary goodwill of US$239,659,113 was calculated as the excess of the consideration transferred of US$240,000,000 over the identifiable net assets acquired at their preliminary carrying amounts of US$340,887. The final amount of goodwill will be determined after the Company completes the purchase price allocation, which will be based on an independent valuation. The Company expects to complete the purchase price allocation within the measurement period, not to exceed one year from the acquisition date, in accordance with ASC 805-10-25-13.

Upon completion of the purchase price allocation, the preliminary goodwill will be adjusted (reduced) by the amount of any fair value step-up allocated to identifiable intangible assets and PP&E, net of the associated deferred tax liability. Correspondingly, the pro forma statement of operations would include incremental amortization and depreciation expense related to these fair value adjustments, and the pro forma net loss would increase. These adjustments are not reflected in the accompanying pro forma financial statements because the valuations have not been completed.

Component		Amount
Consideration transferred		US$	240,000,000
Less: Landvision identifiable net assets at book value			(340,887	)
Less: Fair value adjustments on assets acquired (preliminary)			TBD(P)
Add: Deferred tax liability on FV adjustments (preliminary)			TBD(P)
Preliminary goodwill		US$	239,659,113 (subject to revision)

Note 6 — Pro Forma Loss Per Share

Component		Amount
Pro forma net loss attributable to ordinary shareholders		US$	(1,496,590	)
MKDW weighted-average ordinary shares outstanding (pre-acquisition)			3,869,429
Consideration Shares issued to Vendors			30,000,000
Pro forma weighted-average shares — basic and diluted			33,869,429
Pro forma loss per share — basic and diluted		US$	(0.04	)

PPA amortization, when finalized, may further reduce pro forma EPS. Anti-dilutive securities are excluded.

Note 7 — Lock-Up Arrangements

The Consideration Shares issued to Restricted Vendors (20 out of 23 sellers, representing approximately 86.7% of the Consideration Shares) are subject to staged lock-up restrictions: 20% released at 6 months, 20% at 12 months, 20% at 18 months, and the remaining 40% at 24 months post-Completion, per SPA Clause 7.2. The lock-up is a contractual restriction on the selling shareholders and does not affect the shares’ classification as outstanding for EPS and equity purposes, as the shares are legally issued and carry full voting and dividend rights from the date of issuance.

MKDW has committed to file a Registration Statement on Form F-1 with the SEC within three months of Completion (SPA Clause 8.1). The Free Vendors (3 out of 23, representing approximately 4,000,000 Consideration Shares) are not subject to lock-up restrictions.

In addition, certain Landvision shareholders entered into voting agreements with the controlling shareholder of MKDW, pursuant to which the voting rights attached to a portion of the Consideration Shares held by such Landvision shareholders will be exercised in accordance with the instructions of the controlling shareholder. These voting agreements, together with the super-voting rights attached to the Company’s preference shares held by the controlling shareholder, result in the controlling shareholder retaining more than 50% of the total voting power of the combined entity.

Note 8 — Purchase Price Allocation — Preliminary (Continued)

The purchase price allocation described in Note 5 is preliminary and subject to revision. The pro forma financial statements do not reflect any final allocation adjustments, including fair value step-ups or incremental amortization/depreciation, as the valuations have not yet been completed. See Note 5 for a detailed description of the preliminary purchase price allocation and the categories of identifiable intangible assets expected to be valued.

Filing Exhibits & Attachments

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