Linkhome Holdings Inc.: Form 10-Q for the period ended Jun 30, 2026

This management’s discussion and analysis of financial condition and results of operations contains forward-looking statements that involve risks and uncertainties. See “Cautionary Statement Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements. You should read the following discussion in conjunction with our unaudited consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including, but not limited to, those described under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 and included in other portions of this Quarterly Report on Form 10-Q.

This Quarterly Report on Form 10-Q includes forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings. References to “we,” “us,” “our,” or the “Company” are to Linkhome Holdings Inc. and its subsidiary, except where the context requires otherwise.

Overview

Linkhome Holdings Inc. (“Linkhome,” “Linkhome Holdings,” the “Company,” “we,” “our,” or “us”) is a holding company incorporated in the State of Nevada on November 6, 2023. The Company conducts substantially all of its operations through its wholly owned subsidiary, Linkhome Realty Group, a California corporation (“Linkhome Realty”). Headquartered in Irvine, California, the Company currently focuses on the California markets and is gradually expanding its operations into additional markets across the United States.

Linkhome is developing an artificial intelligence–enabled real estate services platform designed to improve the efficiency, transparency and accessibility of residential real estate transactions. Our platform integrates traditional real estate brokerage services with technology-driven tools that streamline property search, transaction coordination and related services for homebuyers and sellers.

Through our operating subsidiary, Linkhome Realty, we provide a range of real estate-related services, including residential real estate brokerage services, fintech-enabled services, property management services and mortgage advisory services. Our objective is to provide clients with a comprehensive service ecosystem that supports multiple stages of the real estate transaction lifecycle.

In addition, as part of our fintech initiatives, we operate a Cash Offer program designed to help homebuyers compete more effectively in competitive real estate markets by enabling them to present all-cash offers on properties. Under this program, the Company may temporarily acquire residential properties using its own capital and subsequently transfer those properties to the end buyer within a short period of time. We believe this program enhances our ability to attract clients and facilitates more efficient real estate transactions.

Historically, funding for the Cash Offer program primarily came from investments made by our Chief Executive Officer and other shareholders. Following our initial public offering in 2025, we expect to continue expanding the program using a combination of available capital, operating cash flows and other financing sources.

Our long-term strategy is to continue developing a technology-driven real estate platform that integrates artificial intelligence with real estate and financial services, enabling us to improve transaction efficiency, expand our service capabilities and support the long-term growth of our business.

Technology and AI Platform Strategy

We are developing an artificial intelligence–enabled real estate platform designed to enhance the efficiency, transparency and accessibility of residential real estate transactions. Our technology strategy focuses on integrating data, artificial intelligence and digital tools into the real estate transaction process to improve property discovery, transaction coordination and client engagement.

Our platform is designed to support multiple stages of the real estate transaction lifecycle, including property search, client matching, transaction management and related financial services. By leveraging artificial intelligence and data analytics, we aim to provide users with more relevant property information, improve transaction efficiency and enhance the overall customer experience.

Over time, we intend to expand the capabilities of our platform to include additional technology-enabled services, such as automated property analysis, intelligent client matching and digital transaction management tools. We believe that integrating technology with traditional real estate services will enable us to scale our operations more efficiently and strengthen our competitive position in the real estate market.

Our long-term objective is to build a technology-driven real estate platform that connects property search, brokerage services and financial services within a unified ecosystem. We believe this approach will enable us to create a more streamlined and transparent path to homeownership while supporting the long-term growth of our business.

Fintech-Enabled Cash Offer Program

In competitive housing markets, sellers often prefer offers that are not contingent on mortgage financing. As part of our fintech-enabled services, we operate a Cash Offer program designed to help clients present all-cash offers on residential properties, which may increase the likelihood that their offers are accepted.

Under this program, the Company may temporarily acquire a residential property using its own capital and subsequently transfer the property to the client once the client’s financing is finalized. These transactions are typically completed within a short time frame.

We believe our Cash Offer program represents a fintech-enabled solution within the residential real estate transaction process, providing several strategic benefits:

• improves our clients’ competitiveness in fast-moving housing markets
• enhances transaction efficiency for buyers and sellers
• expands our ability to generate transaction-based revenue
• strengthens client acquisition for our real estate services platform

Key Factors that Affect Our Results of Operations

• Market Conditions: Fluctuations in the residential real estate market, including changes in housing supply, buyer demand, mortgage interest rates, and general economic conditions, can significantly affect our business. Periods of rising interest rates may reduce home affordability and transaction volumes, while periods of stronger economic growth and consumer confidence may increase housing demand.
• Technology Development and AI Integration: We are investing in technology and artificial intelligence capabilities designed to enhance the real estate transaction process, including tools for property search, client engagement and transaction support. Our ability to effectively integrate technology into our services may influence our operational efficiency and long-term growth potential.
• Client Preferences and Demands: Our Cash Offer program represents a key driver of our revenue growth. The volume of transactions completed through this program depends on market conditions, the availability of capital and the level of demand from homebuyers seeking to compete with cash offers in competitive housing markets.We continuously assess client feedback, market research and industry trends to improve our services.
• Competitive Landscape: The residential real estate industry is highly competitive. We compete with traditional real estate brokerages as well as technology-enabled real estate platforms. Our ability to differentiate our services through technology, service quality and transaction efficiency is critical to maintaining and expanding our market position.
• Economic Factors: We aim to continuously evaluate macroeconomic factors, such as GDP growth, employment rates, inflation, which can influence real estate market dynamics and consumer behavior. When GDP growth and employment rates are strong, we typically see higher consumer confidence and spending power. On the other hand, rising inflation can lead to increased interest rates, potentially reducing consumer buying power and making it more expensive for consumers to purchase homes.
• Operational Efficiency: Real estate transactions involve multiple operational steps, including marketing, negotiation, escrow coordination and closing. Our ability to efficiently manage these processes, while leveraging technology to streamline workflows, is important to maintaining profitability and scaling our operations.

Related Party Transactions

During the six months ended June 30, 2025, the Company provided real estate agency services to Na Li, the Company’s Chief Financial Officer and Director, assisting with the sale of one property. The Company earned $126,000 in real estate agency commission revenue and paid a referral fee of $28,440 in connection with the transaction, resulting in net revenue of $97,560 recognized by the Company. The transaction occurred during the three months ended March 31, 2025. The Company did not engage in any related party transactions during the three months ended June 30, 2025 or during the three and six months ended June 30, 2026.

Selected Income Statement Items

Net Revenues

We derive our net revenues from (i) real estate purchases and sales made through Cash Offer, and (ii) real estate services, including acting as a real estate agency for buying and selling properties, property management, home renovation and mortgage referral services. The following tables present our net revenues by revenue stream for the periods presented:

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Revenue from Property Purchases and Sales Through Cash Offer

In a competitive real estate market, a buyer who pays in cash is more likely to secure a property. To give buyers an edge in competitive markets, we offer the Cash Offer program to enable buyers to make all-cash offers on properties, even if they require financing. Through the Cash Offer program, we facilitate cash offers for clients and may temporarily acquire properties before transferring them to the clients within a short period of time. Our property purchases and sales through Cash Offer primarily involve residential properties.

Comparison of the Three Months Ended June 30, 2026 and 2025

Revenue from property purchases and sales through our Cash Offer program accounted for 96.96% and 97.51% of net revenues for the three months ended June 30, 2026 and 2025, respectively. Revenue from this program increased by $567,100, or 12.12%, from $4,680,100 for the three months ended June 30, 2025 to $5,247,200 for the three months ended June 30, 2026.

For the three months ended June 30, 2026 and 2025, we completed four and seven property transactions, respectively, through the Cash Offer program. Although the number of transactions decreased, the increase in revenue was primarily attributable to a higher average transaction price, which increased from approximately $0.67 million for the three months ended June 30, 2025 to approximately $1.31 million for the three months ended June 30, 2026. Management believes the decrease in the number of transactions was primarily attributable to elevated interest rates and softer residential real estate market activity, while the increase in average transaction price primarily reflected the mix of properties transacted during the period, as the Cash Offer transactions completed during the three months ended June 30, 2026 involved higher-priced properties on average than those completed during the same period in 2025.

Comparison of the Six Months Ended June 30, 2026 and 2025

Revenue from property purchases and sales through our Cash Offer program accounted for 97.68% and 96.68% of net revenues for the six months ended June 30, 2026 and 2025, respectively. Revenue from this program decreased by $79,790, or 0.79%, from $10,159,990 for the six months ended June 30, 2025 to $10,080,200 for the six months ended June 30, 2026.

For the six months ended June 30, 2026 and 2025, we completed nine and thirteen property transactions, respectively, through the Cash Offer program. The decrease in the number of transactions was substantially offset by an increase in average transaction price from approximately $0.78 million for the six months ended June 30, 2025 to approximately $1.12 million for the six months ended June 30, 2026. Management believes the lower transaction count was primarily attributable to elevated interest rates and softer residential real estate market activity, while the higher average transaction price primarily reflected the mix of properties transacted during the period.

Real Estate Service Revenue

We offer comprehensive real estate services tailored to meet the diverse needs of our clients. Our real estate service revenue consists primarily of real estate agency commissions for buying and selling properties for clients, and revenue generated from property management, home renovation and mortgage referral services.

Comparison of the Three Months Ended June 30, 2026 and 2025

Real estate service revenue accounted for 3.04% and 2.49% of net revenues for the three months ended June 30, 2026 and 2025, respectively. Real estate service revenue increased by $45,121, or 37.77%, from $119,456 for the three months ended June 30, 2025 to $164,577 for the three months ended June 30, 2026. The increase was primarily attributable to increases in real estate agency commission revenue, home renovation service revenue and property management service revenue, partially offset by a decrease in mortgage referral revenue.

Real estate agency commission revenue increased by $14,781, or 60.16%, from $24,569 for the three months ended June 30, 2025 to $39,350 for the three months ended June 30, 2026. The increase was primarily driven by a higher number of real estate transactions and greater total transaction volume, together with a higher average transaction price. For the three months ended June 30, 2026 and 2025, we completed three and two real estate transactions, respectively, with total transaction volume of approximately $3.5 million and $2.1 million, respectively. The average transaction price increased from approximately $1.03 million for the three months ended June 30, 2025 to approximately $1.16 million for the three months ended June 30, 2026.

Revenue from property management services increased by $1,140, or 64.52%, from $1,767 for the three months ended June 30, 2025 to $2,907 for the three months ended June 30, 2026. The increase was primarily attributable to growth in ongoing property management activities. The number of properties under ongoing property management increased to five properties as of June 30, 2026, compared to three properties as of June 30, 2025. No tenant placements were completed during either three-month period.

Revenue from home renovation services increased by $40,683, or 55.87%, from $72,817 for the three months ended June 30, 2025 to $113,500 for the three months ended June 30, 2026. We completed two home renovation projects during each period. The increase in revenue was primarily attributable to differences in project mix and scope of work, as the projects completed during the three months ended June 30, 2026 involved higher-value renovation work than those completed during the same period in 2025.

Revenue from mortgage referral services decreased by $11,483, or 56.56%, from $20,303 for the three months ended June 30, 2025 to $8,820 for the three months ended June 30, 2026. We assisted three clients in securing mortgage loans during each period. The decrease was primarily attributable to lower average referral fees earned per completed loan transaction. Referral fees vary depending on factors such as the amount and terms of the underlying mortgage loan and the applicable referral arrangement with the mortgage service provider.

Comparison of the Six Months Ended June 30, 2026 and 2025

Real estate service revenue accounted for 2.32% and 3.32% of net revenues for the six months ended June 30, 2026 and 2025, respectively. Real estate service revenue decreased by $109,945, or 31.50%, from $348,992 for the six months ended June 30, 2025 to $239,047 for the six months ended June 30, 2026. The decrease was primarily attributable to decreases in real estate agency commission revenue and mortgage referral revenue, partially offset by increases in property management and home renovation service revenues.

Real estate agency commission revenue decreased by $142,236, or 60.25%, from $236,086 for the six months ended June 30, 2025 to $93,850 for the six months ended June 30, 2026. The decrease was primarily attributable to fewer real estate transactions and lower total transaction volume, partially offset by a higher average transaction price. For the six months ended June 30, 2026 and 2025, we completed six and ten real estate transactions, respectively, with total transaction volume of approximately $6.3 million and $9.2 million, respectively. The average transaction price increased from approximately $0.92 million for the six months ended June 30, 2025 to approximately $1.05 million for the six months ended June 30, 2026.

Revenue from property management services increased by $6,230, or 176.29%, from $3,534 for the six months ended June 30, 2025 to $9,764 for the six months ended June 30, 2026. The increase was primarily attributable to growth in tenant placement services and ongoing property management activities. We completed two tenant placements during the six months ended June 30, 2026, compared to no tenant placements during the same period in 2025. In addition, the number of properties under ongoing property management increased to five properties as of June 30, 2026, compared to three properties as of June 30, 2025.

Revenue from home renovation services increased by $30,731, or 37.13%, from $82,769 for the six months ended June 30, 2025 to $113,500 for the six months ended June 30, 2026. We completed two and three home renovation projects during the six months ended June 30, 2026 and 2025, respectively. Despite completing fewer projects, revenue increased primarily due to differences in project mix and scope of work, as the projects completed during the six months ended June 30, 2026 involved higher-value renovation work on average than those completed during the same period in 2025.

Revenue from mortgage referral services decreased by $4,670, or 17.55%, from $26,603 for the six months ended June 30, 2025 to $21,933 for the six months ended June 30, 2026. We assisted six clients in securing mortgage loans during each period. The decrease was primarily attributable to lower average referral fees earned per completed loan transaction. Referral fees vary depending on factors such as the amount and terms of the underlying mortgage loan and the applicable referral arrangement with the mortgage service provider.

Cost of Revenues

Our cost of revenues consists primarily of (i) costs related to property purchases made through the Cash Offer program, which properties are subsequently sold to customers, and (ii) costs associated with real estate services, including commission expenses for real estate agents and renovation costs incurred for home renovation services.

We derive our cost of revenues from two revenue streams: (i) property purchases and sales through Cash Offer and (ii) real estate services. The following tables present our cost of revenues by revenue stream for the periods presented.

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Comparison of the Three Months Ended June 30, 2026 and 2025

Cost of property purchases and sales through Cash Offer increased by $544,134, or 11.76%, from $4,627,790 for the three months ended June 30, 2025 to $5,171,924 for the three months ended June 30, 2026. The increase was primarily attributable to the higher aggregate cost of the properties sold through the Cash Offer program during the three months ended June 30, 2026. Although the number of Cash Offer transactions decreased from seven to four, the transactions completed during the three months ended June 30, 2026 involved higher-priced properties on average than those completed during the same period in 2025, consistent with the increase in average transaction price discussed above.

Cost of real estate services increased by $18,910, or 30.39%, from $62,224 for the three months ended June 30, 2025 to $81,134 for the three months ended June 30, 2026. Cost of real estate services during both periods consisted primarily of costs associated with home renovation services. The increase was primarily attributable to differences in the mix and scope of renovation projects completed during the respective periods, as the projects completed during the three months ended June 30, 2026 involved higher-value renovation work than those completed during the same period in 2025.

Comparison of the Six Months Ended June 30, 2026 and 2025

Cost of property purchases and sales through Cash Offer decreased by $208,928, or 2.08%, from $10,065,714 for the six months ended June 30, 2025 to $9,856,786 for the six months ended June 30, 2026. The decrease was primarily attributable to fewer Cash Offer transactions completed during the six months ended June 30, 2026. We completed nine Cash Offer transactions during the six months ended June 30, 2026, compared to thirteen during the same period in 2025. The impact of the lower transaction count was substantially offset by higher average transaction values, as the properties transacted during the six months ended June 30, 2026 were higher-priced on average than those transacted during the same period in 2025.

Cost of real estate services increased by $45,905, or 63.93%, from $71,809 for the six months ended June 30, 2025 to $117,714 for the six months ended June 30, 2026. The increase was primarily attributable to higher real estate agency service costs and home renovation service costs. Real estate agency service costs increased from $2,085 for the six months ended June 30, 2025 to $36,580 for the six months ended June 30, 2026. Although real estate agency commission revenue decreased during the six months ended June 30, 2026, real estate agency service costs increased primarily because a higher proportion of transactions involved commission splits paid to cooperating external agents, reflecting the Company’s use of more competitive commission structures to support transaction activity and geographic expansion. Home renovation service costs increased from $69,724 for the six months ended June 30, 2025 to $81,134 for the six months ended June 30, 2026, primarily reflecting differences in the mix and scope of renovation projects completed during the respective periods.

Selling, General and Administrative Expenses

Our selling expenses primarily consist of staging, advertising and marketing costs, including online and offline marketing, photography and videography. We expect our selling expenses to increase in absolute amounts as we continue to expand our marketing activities; however, we expect selling expenses as a percentage of net revenues to remain relatively stable or decrease over time as our revenues grow.

Our general and administrative expenses primarily consist of professional service costs, payroll and payroll-related costs, rent and other overhead costs. As a public company, we have incurred and will continue to incur additional costs associated with regulatory compliance, legal, accounting and other professional services. While these costs may increase our general and administrative expenses in absolute amounts, we expect our general and administrative expenses as a percentage of net revenues to decrease over the long term as we continue to scale our operations and improve operating efficiency.

Results of Operations

Comparison of the Three Months Ended June 30, 2026 and 2025

The following table summarizes our consolidated results of operations for the three months ended June 30, 2026 and 2025:

Net Revenues

Net revenues for the three months ended June 30, 2026 and 2025 were $5,411,777 and $4,799,556, respectively, representing an increase of $612,221, or 12.76%. The increase was primarily driven by a $567,100 increase in revenue from property purchases and sales through the Cash Offer program and a $45,121 increase in real estate service revenue. The increase in Cash Offer revenue was primarily attributable to higher average transaction prices, which more than offset the decrease in the number of transactions, while the increase in real estate service revenue was primarily attributable to higher real estate agency commission, home renovation and property management revenues, partially offset by lower mortgage referral revenue.

Cost of Revenues

Cost of revenues for the three months ended June 30, 2026 and 2025 was $5,253,058 and $4,690,014, respectively, representing an increase of $563,044, or 12.01%. The increase was primarily driven by a $544,134 increase in costs associated with property purchases and sales through the Cash Offer program and an $18,910 increase in costs associated with real estate services. The increase in Cash Offer costs primarily reflected the higher average cost of properties sold during the period, while the increase in real estate service costs was primarily attributable to higher home renovation service costs associated with differences in the mix and scope of renovation projects completed during the three months ended June 30, 2026.

Gross Profit and Gross Margin

Gross profit for the three months ended June 30, 2026 and 2025 was $158,719 and $109,542, respectively, representing an increase of $49,177, or 44.89%. Gross margin increased to 2.93% for the three months ended June 30, 2026 from 2.28% for the same period in 2025. The increase in gross profit and gross margin was attributable to higher gross profit from both property purchases and sales through the Cash Offer program and real estate services.

Gross profit from property purchases and sales through the Cash Offer program increased by $22,966, from $52,310 for the three months ended June 30, 2025 to $75,276 for the three months ended June 30, 2026, primarily due to more favorable margins on Cash Offer transactions completed during the three months ended June 30, 2026.

Gross profit from real estate services increased by $26,211, from $57,232 for the three months ended June 30, 2025 to $83,443 for the three months ended June 30, 2026. The increase was primarily attributable to stronger gross profit from home renovation services, reflecting the mix and scope of renovation projects completed during the three months ended June 30, 2026.

Selling Expenses

Selling expenses for the three months ended June 30, 2026 and 2025 were $17,183 and $7,455, respectively, representing an increase of $9,728, or 130.49%. The increase was primarily attributable to higher staging expenses and advertising and marketing expenditures during the three months ended June 30, 2026 compared to the same period in 2025.

General and Administrative Expenses

The following table summarizes our general and administrative expenses for the three months ended June 30, 2026 and 2025:

General and administrative expenses for the three months ended June 30, 2026 and 2025 were $338,843 and $88,813, respectively, representing an increase of $250,030, or 281.52%. The increase was primarily driven by higher legal and professional fees, rent expense, and depreciation and amortization expenses, together with increases in payroll and payroll tax expenses and other general and administrative expenses.

Legal and professional fees increased by $104,524, primarily due to higher legal, accounting, audit, SEC reporting and other professional service costs associated with operating as a public company. In addition, certain professional fees incurred during the three months ended June 30, 2025 were capitalized as deferred offering costs in connection with the Company’s IPO rather than recognized as general and administrative expenses, which impacted the period-over-period comparison. Rent expense increased by $58,547, primarily due to higher office lease costs and additional technology-related lease arrangements. Depreciation and amortization expenses increased by $42,375, primarily due to amortization of internally developed software placed in service in December 2025, as well as depreciation associated with leasehold improvements and other fixed assets. Payroll and payroll tax expenses increased by $15,534, primarily due to increases in employee compensation. Other general and administrative expenses increased by $29,050, primarily due to higher office and travel expenses during the three months ended June 30, 2026.

Other Income (Expenses), Net

Other income, net was $33,154 for the three months ended June 30, 2026, compared to $7,590 for the three months ended June 30, 2025. Other income during the three months ended June 30, 2026 primarily consisted of interest income, realized gains on trading securities and other miscellaneous income, partially offset by unrealized losses on trading securities and interest expense. Other income during the three months ended June 30, 2025 primarily consisted of unrealized gains on trading securities, partially offset by realized losses on trading securities, interest expense and other expenses.

Income Tax (Benefit) Expense

Income tax benefit for the three months ended June 30, 2026 was $35,648, compared to income tax expense of $6,446 for the three months ended June 30, 2025. The income tax benefit during the three months ended June 30, 2026 was primarily attributable to the Company’s loss before income taxes and the recognition of deferred tax assets related to net operating loss carryforwards and unrealized losses on trading securities. Income tax expense during the three months ended June 30, 2025 was primarily attributable to taxable income generated during the period.

Net (Loss) Income

Net loss for the three months ended June 30, 2026 was $128,505, compared to net income of $14,418 for the three months ended June 30, 2025, representing a decrease of $142,923. The decrease was primarily attributable to higher general and administrative expenses during the three months ended June 30, 2026, partially offset by higher gross profit.

Comparison of the Six Months Ended June 30, 2026 and 2025

The following table summarizes our consolidated results of operations for the six months ended June 30, 2026 and 2025:

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Net Revenues

Net revenues for the six months ended June 30, 2026 and 2025 were $10,319,247 and $10,508,982, respectively, representing a decrease of $189,735, or 1.81%. The decrease was primarily driven by a $79,790 decrease in revenue from property purchases and sales through the Cash Offer program and a $109,945 decrease in real estate service revenue. The decrease in Cash Offer revenue was primarily attributable to fewer transactions, substantially offset by higher average transaction prices, while the decrease in real estate service revenue was primarily attributable to lower real estate agency commission and mortgage referral revenues, partially offset by higher property management and home renovation revenues.

Cost of Revenues

Cost of revenues for the six months ended June 30, 2026 and 2025 was $9,974,500 and $10,137,523, respectively, representing a decrease of $163,023, or 1.61%. The decrease was primarily driven by a $208,928 decrease in costs associated with property purchases and sales through the Cash Offer program, partially offset by a $45,905 increase in costs associated with real estate services. The decrease in Cash Offer costs primarily reflected fewer transactions completed during the six months ended June 30, 2026, partially offset by the higher average cost of properties sold. The increase in real estate service costs was primarily attributable to higher real estate agency service costs associated with commission splits paid to cooperating external agents and higher home renovation service costs.

Gross Profit and Gross Margin

Gross profit for the six months ended June 30, 2026 and 2025 was $344,747 and $371,459, respectively, representing a decrease of $26,712, or 7.19%. Gross margin decreased to 3.34% for the six months ended June 30, 2026 from 3.53% for the same period in 2025. The decrease in gross profit and gross margin was primarily attributable to lower gross profit from real estate services, partially offset by higher gross profit from property purchases and sales through the Cash Offer program.

Gross profit from property purchases and sales through the Cash Offer program increased by $129,138, from $94,276 for the six months ended June 30, 2025 to $223,414 for the six months ended June 30, 2026, primarily due to more favorable margins on Cash Offer transactions completed during the six months ended June 30, 2026.

Gross profit from real estate services decreased by $155,850, from $277,183 for the six months ended June 30, 2025 to $121,333 for the six months ended June 30, 2026. The decrease was primarily attributable to lower gross profit from real estate agency services, reflecting lower real estate agency commission revenue and higher costs associated with commission splits paid to cooperating external agents, partially offset by stronger gross profit from home renovation services.

Selling Expenses

Selling expenses for the six months ended June 30, 2026 and 2025 were $24,153 and $24,796, respectively, representing a decrease of $643, or 2.59%. The decrease was primarily attributable to lower advertising and marketing expenditures, partially offset by higher staging expenses during the six months ended June 30, 2026 compared to the same period in 2025.

General and Administrative Expenses

The following table summarizes our general and administrative expenses for the six months ended June 30, 2026 and 2025:

General and administrative expenses for the six months ended June 30, 2026 and 2025 were $732,201 and $209,567, respectively, representing an increase of $522,634, or 249.39%. The increase was primarily driven by higher legal and professional fees, rent expense, and depreciation and amortization expenses, together with increases in payroll and payroll tax expenses and other general and administrative expenses.

Legal and professional fees increased by $232,111, primarily due to higher legal, accounting, audit, SEC reporting and other professional service costs associated with operating as a public company. In addition, certain professional fees incurred during the six months ended June 30, 2025 were capitalized as deferred offering costs in connection with the Company’s IPO rather than recognized as general and administrative expenses, which impacted the period-over-period comparison. Rent expense increased by $100,152, primarily due to higher office lease costs and additional technology-related lease arrangements. Depreciation and amortization expenses increased by $84,879, primarily due to amortization of internally developed software placed in service in December 2025, as well as depreciation associated with leasehold improvements and other fixed assets. Payroll and payroll tax expenses increased by $32,876, primarily due to increases in employee compensation. Other general and administrative expenses increased by $72,616, primarily due to higher office expenses, insurance expenses and travel expenses during the six months ended June 30, 2026.

Other Income (Expenses), Net

Other income, net was $80,982 for the six months ended June 30, 2026, compared to other expenses, net of $4,159 for the six months ended June 30, 2025. Other income during the six months ended June 30, 2026 primarily consisted of interest income, realized gains on trading securities and other miscellaneous income, partially offset by unrealized losses on trading securities and interest expense. Other expenses during the six months ended June 30, 2025 primarily consisted of realized losses on trading securities, interest expense and other expenses.

Income Tax (Benefit) Expense

Income tax benefit for the six months ended June 30, 2026 was $67,450, compared to income tax expense of $37,890 for the six months ended June 30, 2025. The income tax benefit during the six months ended June 30, 2026 was primarily attributable to the Company’s loss before income taxes and the recognition of deferred tax assets related to net operating loss carryforwards and unrealized losses on trading securities. Income tax expense during the six months ended June 30, 2025 was primarily attributable to taxable income generated during the period.

Net (Loss) Income

Net loss for the six months ended June 30, 2026 was $263,175, compared to net income of $95,047 for the six months ended June 30, 2025, representing a decrease of $358,222. The decrease was primarily attributable to higher general and administrative expenses, together with lower gross profit, during the six months ended June 30, 2026.

Liquidity and Capital Resources

Historically, the Company has funded its operations and working capital requirements primarily through operating cash flows, shareholder contributions and equity financing. Our liquidity position improved significantly during 2025, primarily due to proceeds from the issuance of common stock in connection with our initial public offering.

We believe that our current cash position and expected operating cash flows will be sufficient to meet our working capital and operating requirements for at least the next twelve months from the date of issuance of the condensed consolidated financial statements. However, as we continue to expand our business, including potential investments in technology development and real estate transaction activities, we may seek additional financing from time to time. Such financing may include equity financing, debt financing or other strategic funding sources. Any financing involving the issuance of equity securities or securities convertible into equity could result in dilution to our existing stockholders.

Cash Flows for the Six Months Ended June 30, 2026 and 2025

As of June 30, 2026, we had cash and cash equivalents of $5,102,528, other current assets of $597,804, current liabilities of $561,240, net working capital of $5,139,092, and a current ratio of 10.16:1. As of December 31, 2025, we had cash and cash equivalents of $7,018,931, other current assets of $128,235, current liabilities of $2,082,601, net working capital of $5,064,565, and a current ratio of 3.43:1.

The following table presents a summary of our cash flows for the six months ended June 30, 2026 and 2025:

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Net Cash (Used In) Provided By Operating Activities

Net cash used in operating activities was $1,653,751 for the six months ended June 30, 2026, primarily derived from (i) net loss of $263,175, adjusted for non-cash items including deferred income tax benefits of $70,920 and realized gains on trading securities of $20,005, partially offset by operating lease expense of $104,142, depreciation and amortization of $94,286, and unrealized losses on trading securities of $19,111, and (ii) net changes in operating assets and liabilities as of June 30, 2026 compared to December 31, 2025, primarily consisting of (a) a decrease in other current liabilities of $1,436,181, (b) a decrease in accounts payable of $89,435, (c) an increase in advances to contractors of $64,291, (d) an increase in prepayments and other receivables of $58,000, and (e) a decrease in operating lease liabilities of $46,451, partially offset by (a) a decrease in accounts receivable of $109,668 and (b) a decrease in long-term prepaid expenses of $67,500.

Net cash provided by operating activities was $1,009,610 for the six months ended June 30, 2025, primarily derived from (i) net income of $95,047, adjusted for non-cash items including operating lease expense of $22,673, depreciation and amortization of $9,407, and realized losses on trading securities of $2,651, partially offset by deferred income tax benefits of $3,080, and (ii) net changes in operating assets and liabilities as of June 30, 2025 compared to December 31, 2024, primarily consisting of (a) a decrease in real estate held for sale of $907,061, (b) a decrease in accounts receivable of $18,160, and (c) a decrease in prepayments and other receivables of $9,979, partially offset by (a) a decrease in operating lease liabilities of $23,101, (b) a decrease in accounts payable of $21,300, and (c) a decrease in other current liabilities of $7,887.

Net cash used in operating activities was $1,653,751 for the six months ended June 30, 2026, compared to net cash provided by operating activities of $1,009,610 for the six months ended June 30, 2025, representing an increase in cash outflow of $2,663,361. This increase was primarily due to (i) an increase in cash outflow of $1,428,294 from changes in other current liabilities, (ii) the absence of the $907,061 cash inflow from the decrease in real estate held for sale recognized during the 2025 period, (iii) an increase in cash outflow of $263,259 attributable to net loss adjusted for non-cash items, (iv) an increase in cash outflow of $68,135 from changes in accounts payable, (v) an increase in cash outflow of $67,979 from changes in prepayments and other receivables, (vi) an increase in cash outflow of $64,291 from changes in advances to contractors, and (vii) an increase in cash outflow of $23,350 from payments for operating leases, partially offset by (i) an increase in cash inflow of $91,508 from changes in accounts receivable and (ii) a decrease in cash outflow of $67,500 from changes in long-term prepaid expenses.

Net Cash Used in Investing Activities

Net cash used in investing activities was $258,402 for the six months ended June 30, 2026, primarily consisting of purchases of trading securities of $258,052, the issuance of a loan receivable of $252,000, and capitalized intangible assets of $350, partially offset by proceeds of $252,000 from the collection of the loan receivable.

Net cash used in investing activities was $2,651 for the six months ended June 30, 2025, consisting of purchases of trading securities of $274,718, substantially offset by proceeds of $272,067 from sales of trading securities.

Net Cash Used in Financing Activities

Net cash used in financing activities was $4,250 for the six months ended June 30, 2026, consisting of repayments of auto loan principal.

Net cash used in financing activities was $120,663 for the six months ended June 30, 2025, primarily consisting of repayments of related party advances of $381,000, payments of offering costs of $201,027, and repayments of auto loan principal of $3,983, partially offset by proceeds of $465,347 from related party advances.

Contractual Obligations

Our contractual obligations as of June 30, 2026 were as follows:

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of June 30, 2026 and December 31, 2025.

Trend Information

Other than as disclosed elsewhere in this Quarterly Report on Form 10-Q, we are not aware of any trends, uncertainties, demands, commitments, or events that are reasonably likely to have a material effect on our revenue, income from operations, net income, liquidity, or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.

Inflation

Inflation and rising interest rates have significantly influenced the economic environment, impacting our operations and financial performance. Monetary authorities, in response to heightened inflationary pressures, have raised interest rates, which has increased borrowing costs and reduced the availability of financing. These changes have directly affected the real estate market by making mortgages less affordable for potential homebuyers, leading to decreased demand for real estate. We continue to monitor inflation, monetary policy changes, and their potential adverse effects on our business. Despite these challenges, higher interest rates have reduced competition among buyers, which may create opportunities for certain buyers in the real estate market.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements. These financial statements are prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of our assets and liabilities and revenue and expenses, to disclose contingent assets and liabilities on the date of the consolidated financial statements, and to disclose the reported amounts of revenue and expenses incurred during the financial reporting period. We continue to evaluate these estimates and assumptions that we believe to be reasonable under the circumstances. We rely on these evaluations as the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We believe that the critical accounting policies disclosed in this Quarterly Report on Form 10-Q reflect the more significant judgments and estimates used in preparation of our consolidated financial statements. Further, as an emerging growth company, we have elected to use the extended transition period for complying with new or revised accounting standards that have different effective dates for emerging growth companies until the earlier of the date that we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these financial statements contained in our subsequent filings with the SEC may not be comparable to other public companies.

The following critical accounting policies rely upon assumptions and estimates and were used in the preparation of our consolidated financial statements:

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the dates of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. These estimates and judgments include, but are not limited to, revenue recognition, allowance for credit losses, income taxes, the useful lives of long-lived assets and assumptions used in assessing impairment of long-lived assets. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Although actual amounts may differ from the estimated amounts, such differences are not likely to be material.

Revenue Recognition

In accordance with ASC 606, “Revenue from Contracts with Customers,” revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these goods or services. The Company recognizes revenues following the five-step model prescribed under ASU No. 2014-09: (i) identifies contract(s) with a customer; (ii) identifies the performance obligations in the contract; (iii) determines the transaction price; (iv) allocates the transaction price to the performance obligations in the contract; and (v) recognizes revenues when (or as) it satisfies the performance obligation.

The Company derives its revenues primarily from real estate services and purchases and sales of real estate through its Cash Offer program.

Real Estate Service Revenue

The Company’s real estate service revenue consists primarily of real estate agency commission for buying and selling properties for clients, and revenue generated from property management service, home renovation service, and mortgage referral service.

The Company earns agency commission revenue, usually at a fixed percentage of the property’s selling price, through facilitating the buy or sale of various types of properties, including residential, commercial, and land parcels. The Company is considered an agent for these services provided, and reports service revenue earned through these transactions on a net basis. Revenue is recognized when the agency service is provided, usually at the closing of escrow.

Prior to November 17, 2023, the Company conducted real estate transactions through a licensed third-party brokerage firm. On November 17, 2023, Linkhome Realty obtained its own real estate broker license, allowing the Company to conduct brokerage transactions independently.

The Company provides property management services, which include two primary activities: tenant placement and ongoing property management. Tenant placement services involve marketing the property, identifying suitable tenants, and facilitating the rental agreement. For these services, the Company acts as an agent and charges a rental commission, either as a percentage of the first year’s rent or a fixed fee. Revenue from tenant placement is recognized at a point in time when a tenant is secured, and the lease contract is executed. Additionally, the Company provides ongoing property management services, which may include collecting rent on behalf of the landlord, coordinating maintenance and repairs, and addressing tenant inquiries during the lease term. For these services, the Company also acts as an agent and charges a service fee. Revenue from ongoing property management is recognized over time as the services are rendered, as the landlord simultaneously receives and consumes the benefits of the Company’s efforts.

The Company also offers a full range of home renovation services, from bathroom and kitchen renovations to customized home renovations and extensions, helping clients prepare their homes for sale or personalize newly purchased properties. The Company considers itself as a principal for this service as it has control of the specified service at any time before it is transferred to the customer, which is evidenced by (i) the Company is primarily responsible for fulfilling the promises to provide home renovation services meeting customer specifications, and assumes fulfilment risk (i.e., risk that the performance obligation will not be satisfied); and (ii) the Company has discretion in selecting third-party renovation contractors and establishing the price, and bears the risk for services that are not fully paid for by customers. The renovation period is usually within one to three months; the Company recognizes revenue when the renovation service is completed, on a gross basis with corresponding costs incurred.

In addition, the Company collaborates with lending institutions and mortgage brokers to assist clients in seeking and securing mortgage services, and aiding clients in the process of obtaining loans or financing for property purchases. Revenue is recognized when the related loan transaction is completed and the Company becomes entitled to the referral fee.

Revenue from Property Purchases and Sales through Cash Offer

The Company’s revenue from purchases and sales through its Cash Offer program primarily consists of purchasing residential properties and subsequently reselling those properties to customers within a short period of time. Under the Cash Offer program, the Company may purchase residential properties using its own capital, with title transferred to Linkhome Realty, and subsequently resell the properties to customers. Both purchase and sales transactions go through an escrow company. The Company is the principal of these transactions and recognizes revenue and cost when the property purchased is sold and escrow is closed. The Company does not recognize a significant financing component because the period between the transfer of the property to the customer and payment is generally short, typically within a few weeks or months.

Credit Losses

On January 1, 2023, the Company adopted ASU 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASC 326”). This standard replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. CECL requires an estimate of credit losses for the remaining estimated life of the financial asset using historical experience, current conditions, and reasonable and supportable forecasts and generally applies to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities, and some off-balance sheet credit exposures such as unfunded commitments to extend credit. Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses. In addition, CECL made changes to the accounting for available-for-sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available-for-sale debt securities if management does not intend to sell and does not believe that it is more likely than not they will be required to sell.

The Company adopted ASC 326 and all related subsequent amendments thereto effective January 1, 2023, using the modified retrospective approach for all financial assets measured at amortized cost and off-balance sheet credit exposures. There was no transition adjustment upon the adoption of CECL.

The Company’s accounts receivable, loan receivables and certain other financial assets measured at amortized cost are within the scope of ASC Topic 326. As the Company has a limited number of customers and debtors, the Company evaluates expected credit losses based on the specific facts and circumstances of each receivable, including historical experience, the creditworthiness of customers and debtors, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect collectibility. The Company records specific allowances when facts and circumstances indicate that a receivable is unlikely to be collected.

Expected credit losses are recorded as an allowance for credit losses, which is netted against accounts receivable in the consolidated balance sheets, and are recognized as an expense in the consolidated statements of income. Receivables are written off against the allowance when all collection efforts have been exhausted and recovery is deemed remote. If the Company recovers amounts that were previously written off, the recovered amounts are recognized as a reduction to the provision for credit losses in the consolidated statements of income.

Accounts Receivable, Net

Accounts receivable represent amounts for which the Company has an unconditional right to consideration and are stated at their historical carrying amounts, net of the allowance for credit losses. The Company maintains an allowance for credit losses for estimated losses. The Company reviews accounts receivable periodically and records allowances when there is doubt as to the collectibility of individual balances. In evaluating the collectibility of individual receivable balances, the Company considers many factors, including historical losses, the age of the receivable balance, the customer’s historical payment patterns and creditworthiness, current economic conditions, and reasonable and supportable forecasts of future economic conditions. Accounts are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of June 30, 2026 and December 31, 2025, the Company had no allowance for credit losses.

Impairment of Long-lived Assets

Long-lived assets, which include property, plant and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The recoverability of long-lived assets to be held and used is measured by comparing the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable.

The Company evaluates events and changes in circumstances that could indicate the carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances occur, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future undiscounted cash flows is less than the carrying amount of those assets, the Company records an impairment charge in the period in which such a determination is made. If such assets are considered to be impaired, the impairment loss is measured as the amount by which the carrying amount of the assets exceeds their fair value. No such events or changes in circumstances were identified during the three and six months ended June 30, 2026 and 2025, and no impairment loss was recognized related to these assets.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes in accordance with FASB ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current period and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets also include the prior years’ net operating losses carried forward. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

The Company follows FASB ASC Topic 740, which prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC Topic 740 also provides guidance on recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures.

Under the provisions of FASB ASC Topic 740, when tax returns are filed, it is likely some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income. For the three and six months ended June 30, 2026 and 2025, the Company did not take any uncertain tax positions that would necessitate the recognition of a related liability.

Prior to January 1, 2024, Linkhome Realty filed its income tax return under Subchapter S of the Internal Revenue Code (“IRC”) as an S-corporation, and elected to be taxed as a pass-through entity, for which the income, losses, deductions, and credits flow through to the shareholders of the company for federal income tax purposes. Effective January 1, 2024, Linkhome Realty’s tax status became a C corporation, and is subject to a federal income tax rate of 21% and California state income tax rate of 8.84%. As a parent holding company of Linkhome Realty, Linkhome Holdings was incorporated in the State of Nevada on November 6, 2023, and is only subject to a federal income tax rate of 21%. Effective for the tax year beginning January 1, 2024, and continuing thereafter unless revoked, Linkhome Holdings and Linkhome Realty have elected to file a consolidated federal income tax return.

New Accounting Pronouncements

The Company considers the applicability and impact of all ASUs and periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies.

Recently Adopted Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires enhanced income tax disclosures, including additional information in the rate reconciliation and income taxes paid by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-09 for the year ended December 31, 2025, and the adoption did not have a material impact on its consolidated financial statements and related disclosures.

Recent Accounting Pronouncements Pending Adoption

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40),” which is intended to improve disclosures about a public business entity’s expenses and provide more detailed information about the nature of expenses included in commonly presented expense captions, such as cost of revenues and selling, general and administrative expenses. The amendments require entities to disclose, in the notes to the financial statements, specified information about certain expense categories, including employee compensation, depreciation, and amortization, within relevant income statement captions. The amendments also require tabular disclosures of such disaggregated expense information, as well as qualitative descriptions of the remaining amounts not separately disaggregated.

In January 2025, the FASB issued ASU 2025-01, which clarifies the effective date of ASU 2024-03. As clarified, the amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its related disclosures.

The Company does not believe that any other recently issued but not yet effective authoritative guidance, if adopted currently, would have a material impact on its consolidated financial statements or related disclosures.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2026. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that due to the existence of material weaknesses in our internal controls over financial reporting described below, our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective as of June 30, 2026.

During our preparation of our Annual Report on Form 10-K/A for the year ended December 31, 2025, our management identified material weaknesses in the Company’s internal control over financial reporting related to: (i) a lack of sufficient in-house qualified accounting staff with the appropriate level of knowledge and experience in the application of U.S. GAAP and SEC financial reporting requirements; (ii) inadequate controls and segregation of duties due to limited resources and number of employees; and (iii) a lack of adequate policies and procedures in control environment and control activities to ensure that the Company’s policies and procedures have been carried out as planned. As of June 30, 2026, the material weaknesses described in the Form 10-K/A had not been fully remediated.

Notwithstanding these material weaknesses, management believes that the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, the Company’s financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP.

Plan of Remediation of Material Weaknesses in Internal Control Over Financial Reporting

We have taken, and are taking, certain actions to remediate the material weaknesses related to our lack of U.S. GAAP experience. We plan to hire additional credentialed professional staff and consulting professionals with greater knowledge and experience of U.S. GAAP and related regulatory requirements to oversee our financial reporting process in order to ensure our compliance with U.S. GAAP and other relevant securities laws. We also plan to provide additional training to our accounting personnel on U.S. GAAP, and other regulatory requirements regarding the preparation of financial statements. Until such time as we hire qualified accounting personnel with the requisite U.S. GAAP knowledge and experience and train our current accounting personnel, we have engaged an outside CPA with U.S. GAAP knowledge and experience to supplement our current internal accounting personnel and assist us in the preparation of our financial statements to ensure that our financial statements are prepared in accordance with U.S. GAAP. In addition, we intend to engage third party expertise to assist us to formalize and implement accounting policies and procedures relating to financial reporting and disclosure requirements and to ensure these policies and procedures to be carried out as planned.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2026 that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting. Management continues to evaluate and implement remediation measures relating to the previously identified material weaknesses.