September 28, 2026, the Company completed the sale of the F&A
Entities to the Buyer pursuant to the terms of the Agreement for aggregate cash consideration of HK$3,500,000, approximately US$446,486 based on the exchange rate as of August 31, 2026.
The unaudited pro forma financial information included in Exhibit 99.2 reflects the F&A Entities as discontinued operations. The Company expects to report on the F&A Entities as discontinued operations beginning in the third quarter of 2026.
At Closing, all outstanding intercompany balances, loans, advances, receivables, payables and other obligations between the F&A Entities and the remaining Company group were waived and released. The Company estimates a reduction of additional paid-in capital of $5,303,075 resulting from the waiver of intercompany balances based on the unaudited pro forma condensed consolidated financial statements as of June 30, 2026.
The Company expects to use the proceeds from the Transaction for general corporate purposes, which may include the provision of additional working capital, funding internal operational improvement initiatives and business development.
The foregoing description of the Transaction terms is qualified in its entirety by reference to the Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on September 23, 2026, and is incorporated into this Item 2.01 by reference.