ASFH 10-K & 10-Q changes, risk factors and insider trading

AsiaFIN Holdings Corp. operates through its wholly owned subsidiaries by offering a range of system solutions in Payment Processing, Robotic Process Automation (RPA), and Regulatory Technology (RegTech) to financial institutions, regulatory agencies, professional service providers and private enterprises from various industries, with existing client in the Asia region. Our subsidiary, SFHL has over 90 key bank customers on for payment processing and RegTech and our Robotic Process Automation solution companysystem has more than 100 customers in Asia.

For the year ended December 31, 2024,2025, the Company had selling, general and administrative expenses in the amount of $1,464,215.$1,874,309. These were were primarily comprised of salary expenses, auditconsultancy fees,fee, insurance, consultancyadvertisement fee, travelling expenses, other professional fees and transportation transportation charges.

Cash Provided by/Used in Operating Activities

For the year ended December 31, 2024,2025, the Company has $343,001$503,858 provided by operating activity, of activities, which primarily consist of impairment of investment in associate, share of loss from operation of associate, depreciation and amortization, provision for credit loss allowance, increase in account payable, increasepayables, decrease in otheraccount payables and accrued liabilities,receivables, increase in accrued liabilities and other payables, increase in contract liabilities, decrease in tax assets, decrease in deferred revenuetax assets and increase in income tax payable contra by net loss, minoritygain interest,on provisiondisposal of forproperty, creditplant lossand allowance, increase in account receivable,equipment, increase in prepayment, deposits and other receivables, increase in tax asset, increase in deferred income taxcontract assets and reduction in lease liability.

For the year ended December 31, 2023,2024, the Company has used$24,401 $210,454provided inby operating activity, ofactivities, which primarily consist of minorityimpairment of interest, increaseinvestment in account receivable, decrease in other payables and accrued liabilities, decrease in deferred revenue, decrease in income tax payable and reduction in lease liability contra by net income,associate, share of loss from operation of associate, depreciation and amortization, increase in account payables, increase in contract liabilities and increase in income tax payable contra by net loss, provision for credit loss allowance, increase in account payable,receivables, decreaseincrease in prepayment, deposits and other receivables, decrease in accrued liabilities and other payables, increase in tax asset, increase in deferred tax assets and decreasereduction in deferredlease income tax assets.liability.

Cash Used in/Provided by Financing Activities

For the year ended December 31, 2024,2025, the Company has used $77,401$83,761 in financing activities, primarily consistconsisting of ofrepayment to director and advances to director.related companies.

For the year ended December 31, 2023,2024, the Company has used$241,199 $74,578provided inby financing activities, primarily consistconsisting of advancesshare tosubscriptions director.received in advance.

1Amount includes operating lease right-of-use obligations. We have one office space leasing agreement with our Chief Executive Officer and director, Mr. Wong Kai Cheong,Cheong Wong, and three office space leasing agreements with third party.

2Represents the loan agreement with our Chief Executive Officer and director, Mr. Wong Kai Cheong,Cheong Wong, for the acquisition of property.

ExceptOther forthan the above-mentionedpronouncements pronouncements,adopted as noted above, there are no new recentrecently issued accounting standards thatexpected willto have a material impact on ourthe Company’s consolidated financial statements and related disclosures.

The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form S-1/A registration statement, filed on NovemberApril 28, 2025, 2026, in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this quarterly report on Form 10-Q. The following should also be read in conjunction with the unaudited Condensed Consolidated Financial Statements and notes thereto that appear elsewhere in this report.

We have our own web-based payment processing system for check clearing used in central banks, financial institutions and payment system providers. This image-based check truncation system (CTS) is similar to the one used in the United States of America, under the CHECK21 standards. Our CTS systems are sold in Malaysia, Singapore, Indonesia, Philippines, Myanmar, Thailand, Pakistan, Bangladesh and in Saudi Arabia. INCHEQS (trademark pending) is our flagship Fintech product, through which we automate the clearing of checks, a payment instrument, for banks and central banks that either issue or collect checks, or both. INCHEQS is a check image-based solution where we deploy AI to identify the check amount, payee name, date, Magnetic Ink Character Recognition (MICR) code and signature to automate the approval and subsequent payment of checks to the customer. INCHEQS can be deployed at banks and clearing houses. The solution utilizes a web-based architecture and is sold either as a perpetual license with an annual maintenance contract or on an annual subscription basis. For the quarter ended June 30, 2026, INCHEQS generated approximately 41% of our revenue.

INGateway is a payment gateway solution that is designed to support and be compatible with the ISO20022 messaging standards for central banks and financial institutions. INGateway is capable of supporting the Straight Through Processing (STP) of all types of payment transactions (including SWIFT, Real-Time Gross Settlement (RTGS), GIRO (NACHA standards) and Fast and Secure Transfers (FAST) payment) and is extendable to interface with various types of payment gateways. Our STP payment gateway solutions are sold in Malaysia, Myanmar and Indonesia. For the quarter ended June 30, 2026, INGateway generated approximately 5% of our revenue.

INReport is a RegTech system which conforms to XBRL reporting standards and other compliance reporting required by regulatory agencies such as central banks, securities commissions, tax authorities and company registries. Our INReport reporting platform covers financial statistic reporting, credit risk exposure and analysis, risk management reports, Foreign Account Tax Compliance Act (FATCA) and EU Common Reporting Standard (CRS) reporting, external sector reporting, Goods and Services Tax (GST) reporting for reporting entities and lately e-Invoicing reporting for large corporations. We have more than 54 financial institutions and 61 large corporations using this RegTech platform. For the quarter ended June 30, 2026, INReport generated approximately 42% of our revenue.

Additionally, we have developed TellUS Report, a RegTech Software as a Service (SaaS) solution for public listed companies and financial institutions for Environmental, Social and Governance (ESG) compliant reporting and consultancy. ESG guidelines have already been issued by Bank Negara Malaysia, the central bank of Malaysia and Bursa Malaysia Stock Exchange for their members to reduce their carbon footprint. Our subsidiary, TellUS Report Sdn Bhd, was created to focus on this new line of business in both the consultancy and reporting. The current reporting standard that TellUS Report supports is the GRI Standards. For the quarter ended June 30, 2026, TellUS Report did not generate a material amount of our revenue.

OrangeFIN is AI-based RPA suite of products for financial institutions, large corporations and small medium enterprises. The OrangeWorkforce family of products, which consists of OrangeFIN Bots, OrangeFIN AI and OrangeFIN Vision, utilizes software robots for the automation of mundane, labor intensive, manual computer operations. Robots are utilized for the processes where they help to reduce operational costs and also costs arising from human error. Our system automates the capturing of customer information from identity cards, passports and other identification documents. Our solution will automatically extract data from customers’ identity card, passport, and other identity documents and will immediately complete the forms, eliminating the friction and errors caused by manual input, through Intelligent Character Recognition technology and other AI-based technologies. Information extracted from an official identification document will then be checked against existing financial institutions’ databases for regulatory screening in internal blacklist check, anti-money laundering, credit scoring check, FATCA, CRS and ESG reporting, etc. Our AI-based RPA has helped companies in Malaysia, Philippines, Indonesia and Pakistan. Also, we have a joint venture company KSP AsiaFIN Co., Ltd. that has fully translated our AI-based RPA to the Thai language. For the quarter ended June 30, 2026, OrangeFIN generated approximately 12% of our revenue.

Three months ended MarchJune 31,30, 2026 and 2025

For the three months ended MarchJune 31,30, 2026, the Company generated revenue in the amount of $1,275,522.$1,516,382. The revenue was generated as a result of the Company having provided services related to information technology business to the customers.

For the three months ended MarchJune 31,30, 2025, the Company generated revenue in the amount of $621,179.$1,007,296. The revenue was generated as a result of the Company having provided services related to information technology business to the customers.

For the three months ended MarchJune 31,30, 2026, the Company had selling, general and administrative expenses in the amount of $509,622.$340,536. These were primarily comprised of salary expenses, credit loss allowance, consultancy fee, legal services fee, lease expenses and other professional fee.

For the three months ended MarchJune 31,30, 2025, the Company had selling, general and administrative expenses in the amount of $485,831.$523,056. These were primarily comprised of salary expenses, credit loss allowance, consultancy fee, other professional fee, advertisement fee, transportation charges and travelling expenses.

The increase decrease in general and administrative expenses was primarily attributable to highersignificant salaryreduction in credit loss allowance expenses, asadvertisement theexpenses, Companyconsultancy recruited additional employees to support its business expansion, and increased legalfees and other professional fees.

Net Income/Loss

For the three months ended MarchJune 31,30, 2026, the Company has incurredgenerated a net lossincome of $152,572.$430,779.

For the three months ended MarchJune 31,30, 2025, the Company has incurred a net loss of $482,429.$197,801.

Three Six months ended MarchJune 31,30, 2026 and 2025

Cash Provided by/ Used in Operating Activities

For the threesix months ended MarchJune 31,30, 2026, the Company has used $43,183$80,301 in operating activity, of which primarily consist of netdecrease loss, decrease in account payables, increase in account receivables, increase in contract assets, decrease in accrued liabilities and other payables, increase in tax assets, decrease in income tax payable and reduction in lease liability contra by net income, share of loss from operation of associate, depreciation and amortization, provision for credit loss allowance, decrease in prepayment, deposits and other receivables and increase in contract liabilities.

For the threesix months ended MarchJune 31,30, 2025, the Company has used $45,148 $256,705 in operating activity, of which primarily consist of net loss, minority interest, disposal of asset, decrease in accrued liabilities and other payables, increase in tax assets, decrease in income tax payable and reduction in lease liability contra by share of loss from operation of associate, depreciation and amortization, provision for credit loss allowance, increase in account payables, decrease in account receivables, decrease in prepayment, deposits and other receivables and increase in contract liabilities.

For the threesix months ended MarchJune 31,30, 2026, the Company has invested $114$746,980 in investing activities, for the investment in time deposit and acquisition of computer system and office equipment.

For the threesix months ended MarchJune 31,30, 2025, the Company has invested $5,010 $24,841 in investing activities, for the acquisition of computer systems, furniture and fittings, renovation and investmentoffice in associate.equipment.

For the threesix months ended MarchJune 31,30, 2026, the Company has used $23,867 $53,276 in financing activity, primarily consist of advances to director.director, repayment of finance lease liabilities and advances to related companies.

For the threesix months ended MarchJune 31,30, 2025, the Company has used $7,026$34,734 in financing activity, primarily consist of proceeds from share issuance issuance, advances to director and advances to director.related companies.

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our shareholders as of MarchJune 31,30, 2026.

The following table summarizes our contractual obligations as of MarchJune 31,30, 2026:

There were no outstanding obligations that were considered material as of MarchJune 31,30, 2026.

-33-- We believe that the assumptions, judgments and estimates involved in the accounting for revenue recognition and credit losses have the greatest potential impact on our Consolidated Financial Statements. These areas are key components of our results of operations and are based on complex rules requiring us to make judgments and estimates, and consequently, we consider these to be our critical accounting policies. Historically, our assumptions, judgments and estimates relative to our critical accounting policies have not differed materially from actual results.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326), which introduces a practical expedient for measuring expected credit losses on trade receivables and contract assets. Under ASU 2025-05, an entity is required to disclose whether it has elected to use the practical expedient. An entity that makes the accounting policy election is required to disclose the date through which subsequent cash collections are evaluated. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim periods within fiscal years beginning after December 15, 2026. Early adoption is permitted. The Company already adopted this ASU on its consolidated financial statements and related disclosure. The Company has elected practical expedient under ASU 2025-05 for the quarter ended MarchJune 31,30, 2026 which permits assuming that current conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when estimating expected credit losses. Accordingly, the Company’s estimate of expected credit losses for current accounts receivables is based on the delinquency status of those uncollected balances as of MarchJune 31,30, 2026. The Company calculates the expected credit loss rate by applying the rate of change between the balances from the previous quarter and the uncollected balances in the current quarter on the historical loss rate.