Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

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 November 2024

 

Commission File Number: 001-42308

 

Click Holdings Limited

Unit 709, 7/F., Ocean Centre
5 Canton Road
Tsim Sha Tsui, Kowloon
Hong Kong
(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 ☐

 

 

 

 

 

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

 

Interim Results for The Six Months Ended June 30, 2024

 

The unaudited financial results for the six months ended June 30, 2024 (“Interim Results”) of Click Holdings Limited (“Click Holdings”) and its subsidiaries (collectively, the “Company”) is furnished as Exhibit 99.1 to this Form 6-K.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The management’s discussion and analysis of financial condition and results of operations for the Company’s Interim Results is furnished as Exhibit 99.2 to this Form 6-K.

 

Press Release

 

On November 22, 2024, the Company issued a press release (the “Press Release”) reporting the Company’s Interim Results.

 

A copy of the Press Release announcing the Interim Results is included as Exhibit 99.3 to this Form 6-K.

 

Safe Harbor Statements

 

This filing contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident,” “potential,” “continue” or other similar expressions. Among other things, the quotations from management in this announcement, as well as Click Holding’s strategic and operational plans, contain forward-looking statements. Click Holdings may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in press releases and/or other written materials and/or in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including but not limited to statements about Click Holding’s beliefs and expectations, are forward-looking statements. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC, which are available for review at www.sec.gov. All information provided in this report and in the attachments is as of the date of this report, and Click Holding undertakes no obligation to update any forward-looking statement, except as required under applicable law.

 

1

 

 

Exhibit Index

 

Exhibit No.		Description
99.1		Click Holdings Limited Reports Unaudited Financial Results for The Six Months Ended June 30, 2024
99.2		Management’s Discussion and Analysis of Financial Condition and Results of Operations
99.3		Press Release dated November 22, 2024

 

2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	CLICK HOLDINGS LIMITED
	By:	/s/ Chan Chun Sing
	Name:	Chan Chun Sing
	Title:	Chief Executive Officer, Chairman and Director

 

Date: November 22, 2024

 

 

3

 

 

Exhibit 99.1

 

CLICK HOLDINGS LIMITED AND SUBSIDIARIES

 

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023	F-2
Unaudited condensed consolidated statements of operations and comprehensive income for the Six Months Ended June 30, 2024 and 2023	F-3
Unaudited condensed consolidated statements of changes in shareholders’ equity (deficit) for the Six Months Ended June 30, 2024 and 2023	F-4
Unaudited condensed consolidated statements of cash flows for the Six Months Ended June 30, 2024 and 2023	F-5
Notes To unaudited condensed consolidated financial statements	F-6 - F-15

 

F-1

 

 

CLICK HOLDINGS LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(Expressed in U.S. dollars)

 

		June 30, 2024				December 31, 2023
		(Unaudited)				(Audited)
Assets:
Current assets
Cash and cash equivalents		$	221,047			$	482,588
Accounts receivable, net			1,082,297				850,193
Prepaid expenses and other current assets			59,372				57,190
Total current assets			1,362,716				1,389,971
Property and equipment, net			73,641				85,436
Right-of-use assets, net			113,697				170,545
Deferred offering costs			728,725				—
Total non-current assets			916,063				255,981
Total assets		$	2,278,779			$	1,645,952
Liabilities and Shareholders’ Equity:
Liabilities:
Current liabilities
Accounts payable		$	111,778			$	68,177
Accrued expenses and other current liabilities			75,897				123,182
Advance from customers			—				123,077
Short-term bank loans			448,718				461,538
Short-term lease liabilities			114,842				110,544
Due to related parties			—				203,559
Income tax payable			144,983				94,568
Total current liabilities			896,218				1,184,645
Long-term lease liabilities			—				58,001
Total liabilities			896,218				1,242,646
Commitment and contingencies			—				—
Shareholders’ Equity:
Ordinary shares, $0.0001 par value, 500,000,000 shares authorized, 13,500,000 shares and 13,100,000 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively*			1,350				1,310
Additional paid-in capital			897,405				384,587
Accumulated other comprehensive income			613				2,051
Retained earnings			483,193				15,358
Total shareholders’ equity			1,382,561				403,306
Total liabilities and shareholders’ equity		$	2,278,779			$	1,645,952

 

 

*

Gives retroactive effect to reflect the reorganization in August 2024.

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

F-2

 

 

CLICK HOLDINGS LIMITED AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME
(Expressed in U.S. dollars)

 

		Six Months Ended June 30,
		2024				2023
Revenue		$	3,181,992			$	2,788,050
Cost of revenue			2,225,962				2,012,659
Gross profit			956,030				775,391
Operating expenses:
General and administrative			412,837				355,410
Selling and marketing			13,218				11,698
Total operating expenses			426,055				367,108
Income from operations			529,975				408,283
Other (expense) income:
Government subsidies			—				8,536
Interest income			1,719				135
Interest expense			(17,421	)			(13,026	)
Other miscellaneous income			3,977				—
Total other (expense), net			(11,725	)			(4,355	)
Income before provision for income taxes			518,250				403,928
Income tax expense			(50,415	)			(18,055	)
Net income			467,835				385,873
Other comprehensive loss
Foreign currency translation adjustment			(1,438	)			(496	)
Total comprehensive income		$	466,397			$	385,377
Basic and diluted earnings per ordinary share*		$	0.03			$	0.03
Weighted average number of ordinary shares outstanding – basic and diluted*			13,418,681				13,100,000

 

 

*

Gives retroactive effect to reflect the reorganization in August 2024.

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

F-3

 

 

CLICK HOLDINGS LIMITED AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF
CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)
(Expressed in U.S. dollars)

 

		Ordinary Shares number*				Ordinary Shares amount				Additional paid-in capital				Accumulated other comprehensive income				Accumulated deficit				Total shareholders’ equity (deficit)
Balance as of December 31, 2022			13,100,000			$	1,310			$	384,587			$	805			$	(466,776	)		$	(80,074	)
Net income			—				—				—				—				385,873				385,873
Foreign currency translation adjustment			—				—				—				(496	)			—				(496	)
Balance as of June 30, 2023 (Unaudited)			13,100,000			$	1,310			$	384,587			$	309			$	(80,903	)		$	305,303

 

		Ordinary Shares number*				Ordinary Shares amount				Additional paid-in capital				Accumulated other comprehensive income				Retained earnings				Total shareholders’ equity
Balance as of December 31, 2023			13,100,000			$	1,310			$	384,587			$	2,051			$	15,358			$	403,306
Issuance of ordinary shares			400,000				40				512,818				—				—				512,858
Net income			—				—				—				—				467,835				467,835
Foreign currency translation adjustment			—				—				—				(1,438	)			—				(1,438	)
Balance as of June 30, 2024 (Unaudited)			13,500,000			$	1,350			$	897,405			$	613			$	483,193			$	1,382,561

 

 

*

Gives retroactive effect to reflect the reorganization in August 2024.

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

F-4

 

 

CLICK HOLDINGS LIMITED AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in U.S. dollars)

 

		Six Months Ended June 30,
		2024				2023
Cash flows from operating activities:
Net income		$	467,835			$	385,873
Adjustment to reconcile net income to net cash provided by (used in) operating activities:
Depreciation			14,050				13,471
Non-cash lease expense			56,848				75,742
Provision for expected credit losses			1,800				5,200
Changes in operating assets and liabilities
Accounts receivable			(233,904	)			231,498
Prepaid expenses and other current assets			(3,541	)			(10,628	)
Due from related parties			—				(164,697	)
Accounts payable			43,601				(40,454	)
Accrued expenses and other liabilities			(47,285	)			447,301
Advance from customers			(123,077	)			—
Due to a related party			(203,559	)			(681,538	)
Income tax payable			50,415				18,055
Lease liabilities			(53,703	)			(76,742	)
Net cash (used in) provided by operating activities			(30,520	)			203,081
Cash flows from investing activities:
Purchase of property and equipment			(2,255	)			(1,114	)
Net cash used in investing activities			(2,255	)			(1,114	)
Cash flows from financing activities:
Proceeds from short-term bank loans			743,590				1,025,641
Repayments of short-term bank loans			(756,410	)			(1,282,052	)
Proceeds from issuance of ordinary shares			512,858				—
Deferred offering costs			(728,725	)			—
Net cash used in financing activities			(228,687	)			(256,411	)
Effect of foreign exchange rate on cash			(79	)			(116	)
Net decrease in cash and cash equivalents			(261,541	)			(54,560	)
Cash and cash equivalents at beginning of the period			482,588				237,449
Cash and cash equivalents at end of the period		$	221,047			$	182,889
Supplemental disclosure of cash flows information:
Cash paid during the period for:
Interest expense		$	17,421			$	13,026
Income tax		$	—			$	—

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

F-5

 

 

CLICK HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 

1. ORGANIZATION AND PRINCIPAL BUSINESS

 

Click Holdings Limited (“Click Holdings”) was incorporated on January 31, 2024 in the British Virgin Islands (“BVI”). Click Holdings is a holding company without any operations and owns two companies and their subsidiaries that are incorporated in Hong Kong (collectively, the “Company”).

 

On October 9, 2024, the Company consummated the initial public offering (“IPO”) of 1,400,000 ordinary shares, par value of $0.0001 per share at $4.00 per share. The ordinary shares of Click Holdings began trading on the Nasdaq Capital Market under the ticker symbol “CLIK”.

 

The Company is a human resources solutions provider primarily focused on talent sourcing and the provision of temporary and permanent personnel in: (i) professional, (ii) nursing, and (iii) logistics and other services.

 

Business Reorganization

 

A reorganization of the Company’s legal entity structure was completed in August 2024. The reorganization involved the incorporation of Click Holdings in January 2024, and the equity transfer of Booming Voice Limited (“Booming Voice”) and Diligent Yield Investment Development Limited (“Diligent Yield”) to Click Holdings in February 2024. This transaction was treated as a reorganization of the companies under common control and the Company’s unaudited condensed consolidated financial statements (“unaudited condensed CFS”) give retroactive effect to this transaction.

 

Click Holdings

 

Click Holdings was incorporated on January 31, 2024 and owned by Mr. Chan Chun Sing (“Mr. Chan”).

 

On February 4, 2024, Click Holdings acquired the share capital of Booming Voice from Mr. Chan by allotting shares to Circuit Delight Limited (“Circuit Delight”) upon the direction Mr. Chan and the consent of Circuit Delight.

 

On February 5, 2024, Click Holdings acquired the share capital of Diligent Yield from Ms. Leung Wing Shan (“Ms. Leung”) by allotting shares to Classic Impact Limited (“Classic Impact”), a wholly owned company of Ms. Leung upon the direction of Ms. Leung and the consent of Classic Impact.

 

On February 7, 2024, Circuit Delight and Tactical Command Limited (“Tactical Command”) entered into an agreement, pursuant to which, Circuit Delight (as vendor) sold, and Tactical Command (as purchaser) bought the Shares (“Transaction 1”).

 

On February 7, 2024, Circuit Delight and Happy Blazing Limited (“Happy Blazing”) entered into an agreement, pursuant to which, Circuit Delight (as vendor) sold, and Happy Blazing (as purchaser) bought the Shares (“Transaction 2”, together with Transaction 1, the “Transactions”).

 

On February 7, 2024, each of Solid Attack Limited (“Solid Attack”), Massive Pride Limited (“Massive Pride”) and Ahead Champion Limited (“Ahead Champion”) entered into a subscription agreement with Click Holdings, pursuant to which, Click Holdings sold and Solid Attach, Massive Pride and Ahead Champion bought new 400,000 ordinary Shares (collectively, the “Subscriptions”) for a total consideration of $512,858.

 

On August 16, 2024, in accordance with the members’ resolutions of February 4, 2024 and August 16, 2024, the Company completed the filing of amended Memorandum and Articles of Association with the respective registry that included the share subdivision and the surrender of respective shares (see Note 11).

 

Upon completion of the Transactions and the Subscriptions, Click Holdings was owned by Circuit Delight, Classic Impact, Solid Attack, Massive Pride, Ahead Champion, Tactical Command, and Happy Blazing.

 

The Company is under common control of same group of shareholders before and after the reorganization. The unaudited condensed CFS are prepared on the basis as if the reorganization became effective as of the beginning of the first period presented in the unaudited condensed CFS.

 

Booming Voice

 

Booming Voice was incorporated in the BVI with limited liability on October 25, 2023. After the reorganization, it became a wholly owned subsidiary of Click Holdings. It holds 100% of JFY Corporate Services Company Limited (“JFY Corporate”), and has no operations since its incorporation.

 

F-6

 

 

CLICK HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 

1. ORGANIZATION AND PRINCIPAL BUSINESS (cont.)

 

Diligent Yield

 

Diligent Yield was incorporated in the BVI with limited liability on October 1, 2021. After the reorganization, it became a wholly owned subsidiary of Click Holdings. It holds 100% of Click Services Limited (“Click Services”), and had no operations since its incorporation.

 

JFY Corporate

 

JFY Corporate was incorporated on May 8, 2017 focusing on providing human resources solution professional services, including accounting and auditing, company secretarial, and financial and compliance advisory. Upon completion of the reorganization, JFY Corporate became an indirectly wholly-owned subsidiary of the Company.

 

Click Services

 

Click Services was incorporated on August 28, 2020 focusing on providing human resources solution nursing services and logistic and other services. Upon the completion of the reorganization, Click Services became an indirectly wholly-owned subsidiary of the Company.

 

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

A. Basis of presentation and consolidation

 

The unaudited condensed CFS and related notes include all the accounts of the Click Holdings and its wholly owned subsidiaries. All intercompany transactions were eliminated in consolidation. While these unaudited condensed CFS are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), they do not include all the information required for annual financial statements and should be read in conjunction with the audited CFS and accompanying notes for the years December 31, 2023 and 2022, filed by Click Holdings in its Form 424B5 with the Securities Exchange Commission on October 9, 2024.

 

F-7

 

 

CLICK HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

 

B. Use of estimates and assumptions

 

The preparation of unaudited condensed CFS in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the amounts reported and disclosed in the unaudited condensed CFS and related notes. Significant accounting estimates include the allowance for expected credit losses on accounts receivable and other receivables and useful life of property and equipment. Actual amounts could differ from those estimates.

 

C. Functional currency and foreign currency translation

 

The reporting currency of the Company is the U.S. dollar (“US$”), and the functional currency is the Hong Kong dollar (“HK$”) as Hong Kong is the primary economic environment in which the Company operates.

 

The unaudited condensed CFS of the Company are prepared using HK$, and translated into the Company’s reporting currency, US$. Monetary assets and liabilities denominated in currencies other than the reporting currency are translated into the reporting currency at the rate of exchange prevailing at the balance sheet date. Revenue and expenses are translated using the average rates during each reporting period, and shareholders’ equity is translated at historical exchange rates. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Adjustments resulting from the translation are recorded as a separate component of accumulated other comprehensive income in shareholders’ equity.

 

Translation of amounts from HK$ into US$ has been made at the following exchange rates:

 

Balance sheet items, except for equity accounts:
As of June 30, 2024		HK$7.81 to US$1
As of December 31, 2023		HK$7.81 to US$1
Statement of operations and cash flow items:
Six months ended June 30, 2024		HK$7.82 to US$1
Six months ended June 30, 2023		HK$7.84 to US$1

 

D. Recently issued accounting pronouncements

 

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures requiring enhancements and further transparency to certain income tax disclosures, most notably the tax rate reconciliation and income taxes paid. This ASU is effective for fiscal years beginning after December 15, 2024 on a prospective basis and retroactive application is permitted. The Company but does not expect the adoption of this standard to have a material impact on the unaudited condensed CFS.

 

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on its unaudited condensed CFS.

 

F-8

 

 

CLICK HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

3. ACCOUNTS RECEIVABLE

 

The Company expects its accounts receivable will be substantially settled within 90 days from the invoice date.

 

Below is an analysis of the movements in the allowance for expected credit losses:

 

		Six Months Ended June 30,
		2024				2023
Balance at beginning of the period		$	5,200			$	—
Additions			1,800				5,200
Balance at end of the period		$	7,000			$	5,200

 

As of November 18, 2024, the Company collected approximately $953,000, or 88.1%, of the accounts receivable as of June 30, 2024. The Company is not aware of any collection risk on the remaining balance.

 

4. PREPAID EXPENSES AND OTHER CURRENT ASSETS

 

Prepaid expenses and other current assets consist of the following:

 

		As of
		June 30, 2024				December 31, 2023
						(Audited)
Prepaid expenses		$	12,100			$	14,718
Deposits			47,272				42,472
Prepaid expenses and other current assets		$	59,372			$	57,190

 

5. PROPERTY AND EQUIPMENT, NET

 

Property and equipment, net, are as follows:

 

		As of
		June 30, 2024				December 31, 2023
						(Audited)
Office equipment and other		$	49,589			$	47,334
Leasehold improvement			92,653				92,653
Less: accumulated depreciation			(68,601	)			(54,551	)
Property and equipment, net		$	73,641			$	85,436

 

During the six months ended June 30, 2024 and 2023, the Company recorded depreciation expense of $14,050 and $13,471, respectively.

 

F-9

 

 

CLICK HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

6. BANK LOANS

 

The Company’s bank loans are revolving loans denominated in HK$ from a bank in Hong Kong, and are due and renewable every three months.

 

As of June 30, 2024 and December 31, 2023 (audited), bank loans were HK$3,500,000 (US$448,718) and HK$3,600,000 (US$461,538) respectively with interest from 5.47% to 6.11% (2023: 6.37% to 7.15%). The bank loans are secured by (i) a personal undertaking and guarantee by Ms. Leung (spouse of Mr. Chan, Chairman and CEO of the Company) and (ii) a security interest in a premise owned by Ms. Leung.

 

7. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES

 

Lease

 

The Company determines if a contract is a lease at inception. The Company has a lease for office space and facilities. All leases are classified as operating leases.

 

Supplemental balance sheet information for the Company’s operating lease as of June 30, 2024 and December 31, 2023 was as follows:

 

		2024				2023
						(Audited)
Right-of-use assets		$	113,697			$	170,545
Short-term lease liabilities			114,842				110,544
Long-term lease liabilities			—				58,001
Weighted-average remaining lease term			1.0 year				1.5 years
Weighted-average discount rate			4.125	%			4.125	%

 

As of June 30, 2024, the lease has a remaining term of 1 year. The lease contains renewal options for periods from two to five years. Because the Company is not reasonably certain to exercise these renewal options, the options are not included in the lease term, and associated potential option payments are excluded from lease payments.

 

Maturities of operating lease liabilities at June 30, 2024 are:

 

12 months ending June 30, 2024,
June 30, 2025		$	117,376
Less: imputed interest			(2,534	)
Total lease liabilities		$	114,842

 

F-10

 

 

CLICK HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

8. INCOME TAXES

 

British Virgin Islands

 

Under the current laws of the BVI, the Company is not subject to income tax.

 

Hong Kong

 

Under the two-tiered profit tax rate regime of Hong Kong Profits Tax, the first HK$2,000,000 ($256,410), of profits of the qualifying group entity is taxed at 8.25%, and profits above HK$2,000,000 ($256,410) are taxed at 16.5%.

 

The income tax provision for the six months ended June 30, 2024 and 2023 consists of the following:

 

		2024				2023
Current tax		$	50,415			$	18,055
Deferred tax			—				—
Income tax expense		$	50,415			$	18,055

 

The following is a reconciliation of the statutory tax rate to the effective tax rate for the six months ended June 30, 2024 and 2023, respectively.

 

		2024				2023
Hong Kong statutory income tax rate			16.5	%			16.5	%
Effect of Hong Kong graduated rates			(4.1	)%			(5.2	)%
Effect of non-deductible expense			0.2	%			0.3	%
Effect of non-taxable income			(0.7	)%			(1.0	)%
Effect of tax losses not recognized			—				0.6	%
Effect of utilization of tax losses brought forward			(2.2	)%			(6.7	)%
Effective tax rate			9.7	%			4.5	%

 

F-11

 

 

CLICK HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

8. INCOME TAXES (cont.)

 

The principal components of deferred tax assets are as follows:

 

		As of
		June 30, 2024				December 31, 2023
						(Audited)
Net operating loss carrying forwards		$	4,327			$	15,869
Less: valuation allowance			(4,327	)			(15,869	)
Total deferred tax assets		$	—			$	—

 

As of June 30, 2024 and December 31, 2023 (audited), the Company had net operating loss carrying forwards of US$26,000 and US$96,000, respectively, attributable to the Hong Kong subsidiaries. The cumulative tax losses for entities in Hong Kong will not expire under the current tax legislation. The Company evaluates its valuation allowance at the end of each reporting period by reviewing all available evidence, both positive and negative, and considering whether, based on the weight of that evidence, a valuation allowance is needed. When circumstances cause a change in management’s judgement about the realizability of deferred tax assets, the impact of the change on the valuation allowance is generally reflected in income from operations. The future realization of the tax benefit of an existing deductible temporary difference ultimately depends on the existence of sufficient taxable income of the appropriate character within the carryforward period available under applicable tax law. As of June 30, 2024 and December 31, 2023 (audited), the Company provided full valuation allowance against the deferred tax assets because the Company assessed the deferred tax assets would not be realized.

 

9. REVENUE AND SEGMENT INFORMATION

 

The Company has three reportable segments:

 

1.

Professional solution services — delivery of accounting and auditing, company secretarial, and financial and compliance advisory services;

 

2.

Nursing solution services — delivery of temporary healthcare services to institutional clients, including social service organizations and nursing home and individuals; and

 

3.

Logistics and other solution services — delivery of logistic and warehouse human resources solution services to corporate customers.

 

Corporate and unallocated — included in Corporate and unallocated are operating expenses that are not directly allocated to the individual business units. These expenses primarily consist of operating lease cost, certain staff costs, and other various general and administrative expenses.

 

F-12

 

 

CLICK HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

9. REVENUE AND SEGMENT INFORMATION (cont.)

 

Segment information for the six months ended June 2024 and 2023 is presented below. Management does not manage the assets on a segment basis, therefore segment assets are not presented below.

 

		For the six months ended June 30, 2024
		Professional solution services				Nursing solution services				Logistics and other solution services				Corporate and unallocated				Total
Revenue		$	1,008,729			$	677,640			$	1,495,623			$	—			$	3,181,992
Cost of revenue			382,416				604,520				1,239,026				—				2,225,962
Gross profit			626,313				73,120				256,597				—				956,030
Operating expenses
General and administrative			299,789				31,056				32,279				49,713				412,837
Selling and marketing			—				—				—				13,218				13,218
Total operating expenses			299,789				31,056				32,279				62,931				426,055
Income (loss) from operations			326,524				42,064				224,318				(62,931	)			529,975
Other income (expense)
Interest income			1,450				—				—				269				1,719
Interest on bank loans			—				—				—				(17,421	)			(17,421	)
Other income			3,291				—				—				686				3,977
Total other income (expense)			4,741				—				—				(16,466	)			(11,725	)
Income (loss) before provision for income taxes		$	331,265			$	42,064			$	224,318			$	(79,397	)		$	518,250

 

		For the six months ended June 30, 2023
		Professional solution services				Nursing solution services				Logistics and other solution services				Corporate and unallocated				Total
Revenue		$	967,272			$	954,415			$	866,363			$	—			$	2,788,050
Cost of revenue			449,251				820,749				742,659				—				2,012,659
Gross profit			518,021				133,666				123,704				—				775,391
Operating expenses
General and administrative			242,648				30,872				40,359				41,531				355,410
Selling and marketing			—				—				—				11,698				11,698
Total operating expenses			242,648				30,872				40,359				53,229				367,108
Income (loss) from operations			275,373				102,794				83,345				(53,229	)			408,283
Other income (expense)
Government subsidies			—				—				—				8,536				8,536
Interest income			2				—				—				133				135
Interest on bank loans			—				—				—				(13,026	)			(13,026	)
Total other income (expense)			2				—				—				(4,357	)			(4,355	)
Income (loss) before provision for income taxes		$	275,375			$	102,794			$	83,345			$	(57,586	)		$	403,928

 

The Company’s assets, including non-current assets are in Hong Kong, are without any specific designation, and are used to generate the Company’s revenue streams that are all sourced in Hong Kong.

 

The Company does not have a concentration of its revenue with specific customers. During the six months ended June 30, 2024 and 2023, there were no customers that accounted for more than 20% of the Company’s revenue.

 

F-13

 

 

CLICK HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

10. RELATED PARTY TRANSACTIONS AND BALANCES

 

Related parties:

 

Name of related parties		Relationship with the Company
JFY & Co.		A customer of the Company controlled by Mr. Chan (Note 1)
JFY CPA Limited		A customer of the Company controlled by Mr. Chan (Note 1)

 

 

Note 1:

Mr. Chan is the controlling shareholder of these entities and Click Holdings.

 

Included in the Company’s revenue for the six months ended June 30, 2024 and 2023 is $nil and $291,494 from related parties, respectively. The details are as follows:

 

Name of related parties		2024				2023
JFY & Co.		$	—			$	64,324
JFY CPA Limited			—				227,170
Total		$	—			$	291,494

 

Included in the Company’s expenses for the six months ended June 30, 2024 and 2023 are allocated expenses of $nil and $101,451 from related parties, respectively. The details are as follows:

 

Name of related parties		2024				2023
JFY & Co.		$	—			$	(14,410	)
JFY CPA Limited			—				(87,041	)
Total		$	—			$	(101,451	)

 

Due to related parties

 

As of June 30, 2024 and December 31, 2023, due to related parties consists of the following:

 

		As of
Name of related parties		June 30, 2024				December 31, 2023
						(Audited)
Mr. Chan		$	—			$	(203,559	)
Total		$	—			$	(203,559	)

 

F-14

 

 

CLICK HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

10. RELATED PARTY TRANSACTIONS AND BALANCES (cont.)

 

The amount due to Mr. Chan as at December 31, 2023 of US$203,559 was non-interest bearing and repayable on demand.

 

11. SUBSEQUENT EVENTS

 

In preparing these unaudited condensed CFS, the Company evaluated events and transactions for potential recognition or disclosure through the date of this report. No other events require adjustment to or disclosure in the unaudited condensed CFS other than the following:

 

●

In connection with the planned IPO, the Company completed a reorganization of its corporate structure in August 2024.

 

●

On August 16, 2024, in accordance with the members’ resolutions on February 4, 2024 and August 16, 2024, the Company subdivided each issued and unissued share into 10,000 shares and the Company is authorized to issue 500,000,000 shares of par value US$0.0001 each.

 

●

On October 9, 2024, the Company consummated the IPO of 1,400,000 ordinary shares at $4.00 per share. The ordinary shares of Click Holdings began trading on the Nasdaq Capital Market under the ticker symbol “CLIK”.

 

 

F-15

 

 

Exhibit 99.2

 

CLICK HOLDINGS LIMITED

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

for the Six Months Ended June 30, 2024

 

The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and related notes thereto.

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

This report contains certain statements that may be deemed “forward-looking statements” within the meaning of United States of America securities laws.  All statements, other than statements of historical fact, that address activities, events or developments that we intend, expect, project, believe or anticipate and similar expressions or future conditional verbs such as will, should, would, could or may occur in the future are forward-looking statements. Such statements are based upon certain assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. These statements include, without limitation, statements about our anticipated expenditures, the potential size of the market for our services, future development and/or expansion of our services in our markets, our ability to generate revenues. Our actual results will likely differ, perhaps materially, from those anticipated in these forward-looking statements as a result of macroeconomic factors, The forward-looking statements included in this report are subject to a number of additional material risks and uncertainties, including but not limited to the risks described in our filings with the Securities and Exchange Commission.

 

The following discussion and analysis of our financial condition and results of operations should be read together with our financial statements and the related notes to those statements included in this filing. In addition to historical financial information, this discussion may contain forward-looking statements reflecting our current plans, estimates, beliefs and expectations that involve risks and uncertainties. As a result of many important factors, our actual results and the timing of events may differ materially from those anticipated in these forward-looking statements.

 

Results of Operations

  

Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

  

Revenue

 

Revenue increased by approximately $0.4 million or 14.3% from approximately $2.8 million for the six months ended June 30, 2023 (“6M2023”) to approximately $3.2 million for the six months ended June 30, 2024 (“6M2024”), mainly because of the increase in revenue from the provision of logistics and other solution services of approximately $0.6 million partially offset by the decrease in revenue from the provision of nursing solution services of approximately $0.3 million. The increase in revenue from the provision of logistics and other solution services was mainly attributable to the rapid expansion of this sector during the 6M2024 in particular the additional demand for placement of works from a major customer starting in April 2024. Revenue contribution from the provision of logistics and other solution services increased from approximately 31.1% in 6M2023 to 47.0% in 6M2024.

 

Cost of revenue

 

Cost of revenue increased by approximately $0.2 million or 10.0% from approximately $2.0 million in 6M2023 to approximately $2.2 million in 6M2024. Such increase was due to the increase in costs to vendors in relation to the logistics and other solution services.

 

Gross profit

 

Gross profit increased by approximately $0.2 million, or 25.0%, from $0.8 million in 6M2023 to $1.0 million in 6M2024, which was primarily due to (i) an improvement in gross profit margin for the provision of professional solution services; and (ii) increase in revenue from the provision of logistics and other solution services in 6M2024. Gross profit margin increased from approximately 27.8% in 6M2023 to 30.0% in 6M2024. The increase in gross profit margin in 6M2024 was mainly attributable to the departure of certain employees resulting in reduction in cost of revenue and increase in gross profit margin for professional solutions services in 6M2024.

 

General and administrative expenses

 

General and administrative expenses were approximately 13.0% and 12.7% of total revenue in 6M2024 and 6M2023, respectively. The increase in general and administrative expenses by approximately $57,427, or 16.2%, was mainly due to the increase in staff costs of back office for the expansion of operation in 6M2024.

 

Other expense, net

 

Other expense, net increased by approximately 169.2% from $4,355 in 6M2023 to $11,725 in 6M2024, which was mainly due to the increase in interest expense on bank loans.

 

 

 

 

Income tax expense

 

Income tax expense was $50,415 and $18,055 for each of the six months ended June 30, 2024 and 2023, respectively. The increase was mainly due to the increase in net income before provision for income taxes. The income before provision of income tax in 6M2023 was partly absorbed by the tax loss carried forwards from the year ended 31 December 2022, thus less income tax expense was provided in 6M2023.

 

Net income

 

We recorded net income of approximately $0.5 million in 6M2024, compared to approximately $0.4 million in 6M2023. Such increase was attributable to the increase in revenue and gross profit margin, partially offset by the increase in general and administrative expense in 6M2024.

 

Basic and diluted EPS

 

Basic and diluted EPS remained stable at approximately $0.03 per ordinary share for 6M2024 and 6M2023, respectively.

 

Liquidity and Capital Resources

 

We financed our operations primarily through cash flows from operations and loans from banks, if necessary. As of June 30, 2024, we had cash and cash equivalents of $221,047 and outstanding bank loans of $448,718. The bank loans bore interest ranging from 5.47% to 6.11%. As of June 30, 2024, our current assets were approximately $1.4 million, and our current liabilities were approximately $0.9 million. As of December 31, 2023, our current assets were approximately $1.4 million, and our current liabilities were approximately $1.2 million. Our current ratio improved from approximately 1.2 for the year ended December 31, 2023 to 1.6 in 6M2024.

 

Cash Flow

 

The following summarizes the key components of our cash flows for 6M2024 and 6M2023:

 

Operating Activities

 

For 6M2024 and 6M2023, our net cash used in or provided by operating activities were primarily derived from cash inflow from our net income adjusted for (i) net non-cash expenses comprising depreciation, non-cash lease expense, and provision for expected credit losses, and (ii) net change in operating assets and liabilities, including accounts receivable, prepaid expenses and other current assets, due from related parties, accounts payable, accrued expenses and other liabilities, advance from customers, due to a related party, income tax payable and lease liabilities.

 

Net cash used in operating activities was $30,520 for 6M2024 compared to net cash provided by operating activities of $203,081 for 6M2023, representing a decrease of $233,601. Such decrease was primarily due to unfavorable net change in operating assets and liabilities, partially offset by the increase in net income.

 

Investing activities

 

Net cash used in investing activities for 6M2024 and 6M2023 were $2,255 and $1,114, respectively, which represent cash payment for purchase of property and equipment.

 

Financing activities

 

For 6M2024, net cash used in financing activities was approximately $0.2 million, mainly consisted of repayments on bank loans of approximately $0.8 million and deferred offering cost of approximately $0.7 million, which were offset by proceeds from bank loans of approximately $0.7 million and proceeds from issuance of ordinary shares of approximately $0.5 million. For 6M2023, net cash used in financing activities was approximately $0.3 million, mainly consisted of repayments on bank loans of approximately $1.3 million, which were offset by proceeds from bank loans of approximately $1.0 million.

 

For more information, please contact: 

 

Click Holdings Limited
Unit 709, 7/F., Ocean Centre
5 Canton Road
Tsim Sha Tsui, Kowloon
Hong Kong
Email: [e-mail]
Phone: [phone]

 

 

 

 

Exhibit 99.3

 

Click Holdings Limited Reports Strong Growth in the First Half of 2024 Financial Results

 

Hong Kong, November 22, 2024 (GLOBE NEWSWIRE) -- Click Holdings Limited (“Click Holdings” or “we” or “us”, NASDAQ: CLIK) and its subsidiaries (collectively, the “Company”), a human resources solutions provider based in Hong Kong, announced its unaudited financial results for the six months ended June 30, 2024.

 

In the first half of 2024, total revenue increased by approximately 14.3%

 

We achieved steady growth over the past six months and continued to consolidate its market position in the human resources solutions sector. In the first half of 2024, the Company achieved total revenue of approximately $3.2 million.

 

In the first half of 2024, net income increased by approximately 25.0%

 

We have realized an improvement in our gross profit margin within our business. During the first half of 2024, the Company reported a net income of approximately $0.5 million, marking a notable increase of approximately 25.0% compared to that of approximately $0.4 million for the same period in 2023.

 

Updates on principal sectors

 

Professional solution services: This sector contributed approximately 31.7% of the Company’s total revenue, amounting to approximately $1.0 million. The services provided by us include (i) the secondment of senior executives such as chief financial officers and company secretaries to perform compliance, financial reporting and financial management functions for customers; (ii) the provision of accounting and audit professionals to perform audit work under the instruction of Certified Public Accountant firms; and (iii) the provision of corporate finance experts to assist in drafting of documents including circulars, announcements and others for Hong Kong listed companies and listing documents for private companies planning to go public.

 

Nursing solution services: This sector generated approximately $0.7 million in revenue, representing approximately 21.3% of the Company’s total revenue. We provide human resources solutions to social service organizations and nursing homes by matching both temporary and permanent vacancies with candidates in our extensive talent pool.

 

Logistics and other solution services: This sector brought in approximately $1.5 million in revenue, representing approximately 47.0% of the Company’s total revenue. We provide human resources solutions by matching workers such as packaging staff and movers from our talent pool with both temporary and permanent vacancies offered by our customers. The strong growth in revenue from this sector of approximately 72.6% reflected the rapid expansion of this sector during the six months ended June 30, 2024 in particular the additional demand for placement of works from a major customer starting in April 2024.

 

Outlook

 

Amid a challenging but promising market environment in Hong Kong, we will continue to focus on enhancing service quality and fulfillment capabilities to meet the ever-changing needs of our customers. Furthermore, we will actively pursue fresh business prospects to extend its market presence. Moving forward, our management holds a positive outlook on the long-term potential of the Company.

 

About Click Holdings Limited

 

We are a human resources solutions provider, specializing in offering comprehensive human resources solutions in three principal sectors, namely (i) professional solution services, (ii) nursing solution services, and (iii) logistics and other solution services. We are primarily focused on talent sourcing and the provision of temporary and permanent personnel to customers. Our primary market is in Hong Kong and our diverse clientele includes accounting and professional firms, Hong Kong listed companies, nursing homes, individual patients, logistics companies and warehouses.

 

For more information on the Company and its filings, which are available for review at www.sec.gov.

 

Safe Harbor Statement

 

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC, which are available for review at www.sec.gov.

 

For enquiry, please contact:

 

Click Holdings Limited
Unit 709, 7/F., Ocean Centre
5 Canton Road
Tsim Sha Tsui, Kowloon
Hong Kong
Email: [e-mail]
Phone: [phone]

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