Revenue Performance - Total revenues decreased by approximately US$180,776 or 7.3% to approximately US$2,309,219 for the year ended December 31, 2024, from approximately US$2,489,995 for the year ended December 31, 2023[61]. - Total revenues increased by approximately US$818,878 or 49.0% to approximately US$2,489,995 for the year ended December 31, 2023, from approximately US$1,671,117 for the year ended December 31, 2022[61]. - Net income for the years ended December 31, 2022, and 2023 was US$780,648 and US$937,609, respectively, while there was a net loss of US$431,544 for the year ended December 31, 2024[61]. Market and Competition - The ERP software market is highly competitive, with increasing competition from established players and new entrants, which may harm the company's ability to grow its customer base and maintain pricing[78]. - Competitors may offer lower-priced products, leading to potential reductions in margins and revenue, adversely affecting the company's financial condition[79]. - Larger competitors possess significant advantages, including greater financial resources and broader product lines, which could impact the company's market share and competitive position[80]. - The company must continuously innovate and enhance its platform to meet evolving customer needs, or risk losing market demand[81]. - The market for ERP SaaS solutions is not as mature as traditional enterprise software, and the company faces uncertainty regarding demand and market acceptance[77]. Customer Relationships and Marketing - The company’s revenue growth for ERP SaaS services depends on maintaining and growing relationships with existing customers, with subscription plans typically having 12-month terms[65]. - The company plans to expand its marketing and sales operations both domestically and internationally to increase its customer base[71]. - Maintaining and growing brand recognition is vital for attracting and retaining customers, especially as competition increases in the market[75]. - The effectiveness of online advertising may vary due to competition and changes in search engine algorithms, which could adversely affect marketing costs and traffic to the website[72]. - The company’s ability to attract new customers cost-effectively is crucial, as reliance on client referrals and various marketing channels is essential for growth[69]. Operational Risks - The company relies on third-party data hosting services, and any disruptions or increased costs from these providers could impair functionality and harm revenue[91][95]. - Insufficient computing resources and bandwidth could lead to service disruptions, negatively impacting customer retention and acquisition[96]. - High-quality customer support is critical for the renewal and expansion of agreements with existing customers, and any failure in this area could harm the company's reputation and customer retention[110]. - The operating subsidiary does not enter into long-term sales agreements, leading to fluctuating purchase orders based on customer demand[112]. Compliance and Regulatory Challenges - Compliance with data protection laws in Hong Kong is critical, and any failure to meet these regulations could harm the company's operations and financial condition[97]. - The company is focused on compliance with evolving privacy and data protection laws in Hong Kong and internationally, which may impose significant operational costs and risks[99]. - Future international expansion may expose the company to various compliance challenges and increased operational costs, potentially affecting its ability to offer services in certain jurisdictions[106]. - The company anticipates that evolving global data privacy regulations could limit the adoption of its services and expose it to liability, impacting its international growth strategy[105]. - The company may face difficulties in managing international operations, including compliance with differing technology standards and data privacy regulations, which could hinder its market expansion efforts[109]. Financial Condition and Capital Requirements - As of December 31, 2023, the company reported a working capital deficit of $268,232, raising substantial doubt about its ability to continue as a going concern[153]. - The working capital deficit was $875,448 as of December 31, 2022, indicating a worsening financial situation year-over-year[153]. - The company plans to meet cash requirements for the next 12 months through operations and financial support from its controlling shareholder and investors[154]. - The company has funded its operations primarily through equity and debt financings, and it may require additional financing to support future capital requirements[133]. Cybersecurity and Data Privacy - Cybersecurity threats and data breaches pose significant risks, potentially harming reputation and incurring liability[117]. - The company depends on third-party service providers for data security, which limits its ability to monitor and control security practices[119]. - Concerns regarding data privacy and security may adversely affect user trust and engagement, impacting the company's revenue growth[104]. - The company is subject to potential investigations and enforcement actions related to data privacy compliance, which could result in fines and damage its reputation[103]. Strategic Growth and Acquisitions - The company may pursue acquisitions and joint ventures as part of its growth strategy, but these could expose it to potential liabilities and significant transaction costs[132]. - The company may face challenges in executing its acquisition strategy, which could disrupt operations and affect financial performance[126]. - The company may incur substantial costs in maintaining and protecting its intellectual property, which is critical for its competitive position[136]. Economic and Geopolitical Factors - The company is highly susceptible to factors adversely affecting Hong Kong, which could materially disrupt its operations and financial condition[143]. - Inflation and increases in labor costs in Hong Kong may adversely affect the company's business and results of operations[144]. - The company's business performance is significantly influenced by the economic conditions in Hong Kong, which are sensitive to changes in Mainland China's political and economic environment[186]. - Heightened international tensions, particularly between the U.S. and China, may negatively impact the Hong Kong economy and, consequently, the company's business operations[190]. Stock Market and Regulatory Compliance - The company has received a notification from Nasdaq regarding its failure to maintain a minimum bid price of $1.00 per share for 33 consecutive business days, putting it at risk of delisting[210]. - The company has a compliance period of 180 days to regain compliance with Nasdaq's Minimum Bid Price Requirement, with no assurance of success[210]. - The company is subject to the Holding Foreign Companies Accountable Act, which may prohibit its shares from trading on U.S. exchanges if its auditor is not PCAOB inspected for two consecutive years[217]. - The PCAOB has determined it is unable to inspect registered public accounting firms in China and Hong Kong, which could affect the company's compliance and trading status[219]. Internal Controls and Governance - The company identified material weaknesses in its internal control over financial reporting, including insufficient accounting personnel and lack of internal audit functions[255]. - Plans are in place to improve internal controls, including hiring qualified staff and establishing a formal financial control framework[256]. - The company may incur significant legal, accounting, and other expenses as it transitions from an emerging growth company to a public company[248].

Core Viewpoint - Wellchange Holdings Company Limited has received a notification from Nasdaq regarding non-compliance with the minimum bid price requirement, having failed to maintain a bid price of $1.00 per share for 33 consecutive business days [1][2]. Compliance Status - Nasdaq Listing Rule 5550(a)(2) mandates that listed securities must maintain a minimum bid price of $1.00 per share [2]. - The company has been granted a compliance period of 180 calendar days, until October 27, 2025, to regain compliance [3]. - If the closing bid price reaches at least $1.00 per share for ten consecutive business days during this period, Nasdaq will confirm compliance [3]. Potential Actions - If compliance is not regained by the deadline, the company may be eligible for additional time, provided it meets other listing requirements and notifies Nasdaq of its intention to cure the deficiency [4]. - The company is considering options to regain compliance, which may include implementing a reverse stock split if necessary [4][5]. Company Overview - Wellchange Holdings Company Limited is an enterprise software solution provider based in Hong Kong, focusing on customized software solutions and cloud-based SaaS platforms [6]. - The company's mission is to assist small and medium businesses in digital transformation and resource-efficient growth through integrated ERP software solutions [6].

Public Offering Details - Wellchange Holding Company Limited closed its public offering of 25,000,000 ordinary shares at $0.40 per share, generating gross proceeds of approximately $10 million before fees and expenses [1] Key Advisors and Legal Counsel - Revere Securities LLC served as the exclusive placement agent for the offering [2] - Pacific Century Securities, LLC acted as the company's advisor for the offering [2] - Ortoli Rosenstadt LLP provided U.S. securities law counsel to the company [2] - Hunter Taubman Fischer & Li LLC served as U.S. securities counsel for the placement agent [2] Regulatory Compliance - The offering was made pursuant to a registration statement on Form F-1 (File No. 333-284034) declared effective by the SEC on January 14, 2025 [3] - The offering was conducted through a prospectus that is part of the registration statement [3] Company Overview - Wellchange Holdings Company Limited is a Hong Kong-based enterprise software solution provider [5] - The company operates through its subsidiary Wching Tech Ltd Co in Hong Kong [5] - Core offerings include customized software solutions, cloud-based SaaS platforms, and white-label software design and development services [5] - The company focuses on empowering small and medium businesses through digital transformation, productivity optimization, customer experience improvement, and resource-efficient growth [5] - The company provides low-cost, user-friendly, and reliable all-in-one Enterprise Resource Planning software solutions [5]

Core Viewpoint - Wellchange Holding Company Limited has announced a public offering of 25,000,000 ordinary shares at a price of $0.40 per share, aiming to raise approximately $10 million before expenses [1][2]. Group 1: Offering Details - The public offering is expected to close on January 17, 2025, subject to customary closing conditions [2]. - Revere Securities LLC is the exclusive placement agent for the offering, while Pacific Century Securities, LLC is advising the company [2]. - The offering is conducted under a registration statement declared effective by the SEC on January 14, 2025 [4]. Group 2: Company Overview - Wellchange Holdings Company Limited is an enterprise software solution provider based in Hong Kong, operating through its subsidiary Wching Tech Ltd Co [6]. - The company specializes in customized software solutions, cloud-based SaaS platforms, and white-label software design and development services [6]. - The mission of the company is to assist small and medium businesses in digital transformation, productivity optimization, and resource-efficient growth through its integrated ERP software solutions [6].

Exhibit 99.2 WELLCHANGE HOLDINGS COMPANY LIMITED INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | Pages | | | --- | --- | | Unaudited Condensed Consolidated Balance Sheets as of December 31, 2023 (Audited) and June 30, 2024 | F-2 | | Unaudited Condensed Consolidated Statements of Income and Comprehensive Income for the Six Months Ended | | | June 30, 2023 and 2024 | F-3 | | Unaudited Condensed Consolidated Statements of Changes in Shareholders' Equity for the Six Months Ended June 30, | | | ...