狮腾控股(02562) - 2025 - 中期业绩

Company Information and Performance Overview This section provides an overview of the company's listing, interim financial highlights, and key strategic milestones Company Profile Synagistics Holdings Limited, formerly HK Acquisition Corporation, listed on the HKEX Main Board on October 30, 2024, as the successor to a Cayman Islands-registered SPAC merger, primarily engaging in omnichannel product sales and digital solution services - The company successfully listed on the Hong Kong Stock Exchange Main Board on October 30, 2024, marking Hong Kong's first SPAC merger transaction[3] - The company, formerly HK Acquisition Corporation (HKAC), completed its SPAC merger transaction through a combination with Synagistics Pte. Ltd[13][14][15] - The Group primarily engages in omnichannel product sales and digital solution services[13] Interim Performance Highlights During the reporting period, the Group significantly narrowed its adjusted EBITDA loss by 55.0% to SGD 2.3 million, improving the EBITDA margin from -9.2% to -6.5%, while D2B revenue contribution rose from 22.6% to 35.1%, reflecting successful strategic transformation, despite a 36.5% decrease in total revenue to SGD 35.7 million due to D2C business adjustments, with gross margin remaining stable at 26.3% Comparison of Key Financial Indicators for H1 2025 vs. H1 2024 | Indicator | H1 2025 (SGD thousands) | H1 2024 (SGD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Adjusted EBITDA Loss | (2,300) | (5,200) | 55.0% (Narrowed) | | EBITDA Margin | -6.5% | -9.2% | 2.7 percentage points (Improved) | | D2B Revenue Contribution | 35.1% | 22.6% | 12.5 percentage points (Improved) | | Total Revenue | 35,700 | 56,200 | (36.5%) (Decreased) | | Gross Margin | 26.3% | 26.3% | 0.0 percentage points (Stable) | Strategic Focus and Milestones The company achieved key strategic milestones, including launching the Geene enterprise AI platform and ShopHK cross-border e-commerce platform, establishing a digital trade corridor across China, Central Asia, and Southeast Asia, and exploring tokenization and digital asset innovation to build an AI and finance-driven digital commerce ecosystem - Launched the enterprise AI platform Geene, integrating large language models, blockchain infrastructure, and data analytics to provide secure and efficient AI solutions[5] - Introduced the cross-border e-commerce platform ShopHK, assisting Hong Kong SMEs and enterprises in entering the Southeast Asian e-commerce market[5] - Established strategic partnerships to develop an AI-driven digital trade corridor spanning China, Central Asia, and Southeast Asia, based on commercial and compliance tools[5] - The Digital Finance Group explores innovations such as tokenization, digital asset issuance, and programmable settlements to enhance cross-border transaction efficiency and security[5] Financial Summary This section provides an overview of the company's key financial performance metrics for the reporting period, highlighting revenue, profitability, and asset changes Key Financial Indicators For the six months ended June 30, 2025, the company's revenue decreased by 36.5% to SGD 35.7 million due to a D2B business model transition, while gross margin remained stable at 26.3%, and loss for the period expanded to SGD 28.8 million primarily due to share-based payment expenses, though adjusted EBITDA loss significantly narrowed to SGD 2.3 million, with the adjusted EBITDA margin improving to -6.5% Key Financial Indicators for H1 2025 vs. H1 2024 | Indicator | H1 2025 (SGD thousands) | H1 2024 (SGD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 35,700 | 56,200 | (36.5%) | | Gross Margin | 26.3% | 26.3% | 0.0% | | Gross Profit | 9,400 | 14,800 | (36.5%) | | Loss for the Period | (28,800) | (6,200) | 364.5% (Expanded) | | Adjusted EBITDA Loss | (2,300) | (5,200) | 55.8% (Narrowed) | | Adjusted EBITDA Margin | -6.5% | -9.2% | 2.7 percentage points (Improved) | | Adjusted Net Assets (Period End) | 91,600 | 100,900 (Dec 31, 2024) | (9.1%) (Decrease) | - The D2B business segment's contribution to total revenue increased from 22.6% in the prior period to 35.1%[7] - Loss for the period was primarily attributable to share-based payment expenses, offset by fair value gains on financial liabilities, both being non-cash in nature[7] Condensed Consolidated Financial Statements This section presents the company's condensed consolidated statement of profit or loss and other comprehensive income, and the condensed consolidated statement of financial position Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the company's revenue decreased by 36.5% to SGD 35,682 thousand from SGD 56,201 thousand in the prior year, with gross profit at SGD 9,388 thousand and gross margin stable at 26.3%, while loss for the period significantly expanded to SGD 28,847 thousand, primarily due to a substantial increase in general and administrative expenses, particularly share-based payment expenses, and fair value changes in financial liabilities Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the six months ended June 30) | Indicator | 2025 (SGD thousands) | 2024 (SGD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 35,682 | 56,201 | (36.5%) | | Cost of sales | (26,294) | (41,423) | (36.5%) | | Gross profit | 9,388 | 14,778 | (36.5%) | | Other income and other gains and losses | 1,251 | 1,354 | (7.5%) | | Fair value change of financial liabilities at fair value through profit or loss | 31,634 | — | N/A | | Selling and distribution expenses | (4,120) | (10,245) | (59.8%) | | General and administrative expenses | (66,868) | (11,498) | 481.6% | | Finance costs | (80) | (884) | (90.9%) | | Loss before income tax | (28,808) | (6,495) | 343.6% | | Income tax (expense) / credit | (39) | 293 | N/A | | Loss for the year | (28,847) | (6,202) | 365.1% | | Basic loss per share (Singapore cents) | (6.49) | (0.83) | 681.9% | Condensed Consolidated Statement of Financial Position As of June 30, 2025, the company's total assets less current liabilities significantly improved to SGD 45,107 thousand from (SGD 20,197) thousand on December 31, 2024, with net current liabilities substantially decreasing from SGD 75,912 thousand to SGD 10,042 thousand, and net assets turning positive to SGD 44,717 thousand, primarily due to a significant reduction in financial liabilities at fair value through profit or loss Condensed Consolidated Statement of Financial Position (Period End) | Indicator | June 30, 2025 (SGD thousands) | December 31, 2024 (SGD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Non-current assets | 55,149 | 55,715 | (1.0%) | | Current assets | 56,566 | 78,446 | (27.9%) | | Current liabilities | (66,608) | (154,358) | (56.8%) | | Net current liabilities | (10,042) | (75,912) | 86.8% (Improvement) | | Net assets / (liabilities) | 44,717 | (20,652) | N/A (Turned positive from negative) | | Total equity | 44,717 | (20,652) | N/A (Turned positive from negative) | - Financial liabilities at fair value through profit or loss significantly decreased from SGD 121,577 thousand to SGD 46,926 thousand, which was the primary reason for the improvement in net current liabilities[11] Notes to the Financial Statements This section details the company's general information, basis of preparation, revenue breakdown, income tax, dividends, earnings per share, trade and other receivables, payables, and financial liabilities at fair value through profit or loss General Information and Basis of Preparation Synagistics Holdings Limited, formerly HK Acquisition Corporation, a Cayman Islands-registered company, listed on October 30, 2024, via a SPAC merger, with these interim condensed consolidated financial statements prepared under IAS 34, treating the target company as the accounting acquirer at historical book values and HKAC's assets and liabilities at fair value, and despite net current liabilities, the directors confirm the appropriateness of preparing the financial statements on a going concern basis - The company, formerly HK Acquisition Corporation (HKAC), completed its SPAC merger transaction on October 30, 2024, with Synagistics Pte. Ltd. deemed the accounting acquirer[13][14][15] - The financial statements are prepared in accordance with International Accounting Standard 34 and should be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2024[15] - As of June 30, 2025, the Group had net current liabilities of SGD 10,042 thousand, but the directors are satisfied that the Group is able to meet its financial obligations as they fall due, thus preparing the statements on a going concern basis[17] Revenue Total revenue for the period was SGD 35,682 thousand, a 36.5% decrease from the prior year, with D2C revenue significantly down 46.7% to SGD 23,160 thousand, while D2B revenue remained stable at SGD 12,522 thousand, increasing its share of total revenue from 22.6% to 35.1%, and revenue from the Philippines market substantially declined, offset by growth in Singapore, Indonesia, and Vietnam Revenue by Type of Goods or Services (SGD thousands) | Business Model | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | D2C | 23,160 | 43,473 | (46.7%) | | D2B | 12,522 | 12,728 | (1.6%) | | Total | 35,682 | 56,201 | (36.5%) | Revenue by Geographical Market (SGD thousands) | Region | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Singapore | 12,516 | 6,896 | 81.5% | | Philippines | 3,207 | 35,122 | (90.9%) | | Indonesia | 5,179 | 4,420 | 17.2% | | Vietnam | 10,751 | 6,003 | 79.1% | | Malaysia | 2,134 | 2,076 | 2.8% | | Hong Kong | 487 | 437 | 11.4% | | Others | 1,408 | 1,247 | 12.9% | | Total | 35,682 | 56,201 | (36.5%) | Income Tax Expense/(Credit) Income tax expense for the period was SGD 39 thousand, compared to a credit of SGD 293 thousand in the prior year, primarily because deferred tax liabilities recognized last year, related to intangible assets from customer relationships, were fully amortized by December 31, 2024, resulting in no related credit for the current period Income Tax Expense/(Credit) (SGD thousands) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Current tax: Corporate income tax | 39 | 50 | | Deferred tax | — | (343) | | Total | 39 | (293) | - Last year's income tax credit primarily stemmed from deferred tax liabilities arising from intangible assets in customer relationships, which were fully amortized by December 31, 2024[49] Dividends For the six months ended June 30, 2025, the Group neither paid nor proposed any dividends - The company neither paid nor proposed any dividends during or at the end of the reporting period[20] Loss Per Share For the six months ended June 30, 2025, basic loss per share significantly expanded to 6.49 Singapore cents from 0.83 Singapore cents in the prior year, and diluted loss per share is not applicable as the assumed exercise of share options, earn-out shares, or conversion of financial liabilities would result in a reduction of loss per share Loss Per Share (Singapore cents) | Indicator | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Loss for the period attributable to owners of the company (SGD thousands) | (28,847) | (6,202) | 365.1% | | Number of ordinary and preference shares (thousands) | 444,604 | 746,792 | (40.4%) | | Basic loss per share (Singapore cents) | (6.49) | (0.83) | 681.9% | | Diluted loss per share | Not applicable | Not applicable | N/A | - Diluted loss per share is not applicable as the assumed exercise or conversion would result in a reduction of loss per share[22] Trade and Other Receivables As of June 30, 2025, total trade and other receivables amounted to SGD 25,878 thousand, a 10.6% decrease from SGD 28,961 thousand on December 31, 2024, with trade receivables (net of credit loss allowance) at SGD 16,111 thousand, primarily due to improved collection timeliness Trade and Other Receivables (SGD thousands) | Indicator | June 30, 2025 | December 31, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Trade receivables (net of allowance) | 16,111 | 18,905 | (14.8%) | | Other tax receivables | 2,729 | 2,611 | 4.5% | | Deposits | 319 | 406 | (21.4%) | | Other receivables | 101 | 231 | (56.3%) | | Prepayments | 6,618 | 6,808 | (2.8%) | | Total | 25,878 | 28,961 | (10.6%) | - The decrease in trade receivables was primarily due to more timely collections from brand partners, reflecting efforts in working capital optimization[51] Trade and Other Payables As of June 30, 2025, total trade and other payables significantly decreased by 31.8% to SGD 18,821 thousand from SGD 27,588 thousand on December 31, 2024, primarily due to the settlement of trade and other payable balances during the reporting period Trade and Other Payables (SGD thousands) | Indicator | June 30, 2025 | December 31, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Trade payables | 7,349 | 15,458 | (52.5%) | | Other payables | 3,012 | 3,449 | (12.7%) | | Accrued expenses | 5,882 | 5,679 | 3.6% | | Other tax payables | 2,146 | 2,695 | (20.4%) | | Contract liabilities | 432 | 307 | 40.7% | | Total | 18,821 | 27,588 | (31.8%) | - The decrease in trade and other payables was primarily due to the settlement of related balances during the reporting period[52] Financial Liabilities at Fair Value Through Profit or Loss As of June 30, 2025, total financial liabilities at fair value through profit or loss significantly decreased by 61.4% to SGD 46,926 thousand from SGD 121,577 thousand on December 31, 2024, primarily due to fair value changes (a gain of SGD 31,634 thousand) and the exercise of founder earn-out rights and public warrants Changes in Financial Liabilities at Fair Value Through Profit or Loss (SGD thousands) | Indicator | June 30, 2025 | December 31, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Public warrant liabilities | 398 | 714 | (44.3%) | | Founder warrant liabilities | 46,528 | 73,332 | (36.6%) | | Founder earn-out right liabilities | — | 47,531 | (100.0%) | | Total | 46,926 | 121,577 | (61.4%) | - During the reporting period, the founder irrevocably elected to fully exercise the founder earn-out rights on a cashless basis, subscribing for 10,005,000 founder earn-out shares[29] - Public warrants are exercisable from 30 days after the SPAC merger completion until the day before the fifth anniversary[27] - Founder warrants are exercisable within 12 months after the SPAC merger completion, with a contractual term until October 30, 2029[28] Management Discussion and Analysis This section provides a comprehensive review of the Group's business operations, financial performance, liquidity, non-IFRS measures, and future outlook Business Review The Group operates as a data-driven digital solutions platform in Southeast Asia, offering D2B and D2C business models, having launched the Geene AI platform and ShopHK cross-border e-commerce platform, and established strategic partnerships with Byteplus and Jiangsu Suhao Cloud Business to expand AI capabilities and digital trade corridors, with operations spanning six major Southeast Asian economies and strategic expansion into Greater China and Spain - The Group is a data-driven digital solutions platform in Southeast Asia, offering D2B (direct-to-brand) and D2C (direct-to-consumer) business models[30] - Launched the enterprise AI platform Geene, integrating large language models, blockchain infrastructure, and data analytics to provide secure and scalable AI solutions[31][32] - Launched the cross-border e-commerce platform ShopHK, assisting Hong Kong SMEs and enterprises in entering the Southeast Asian e-commerce market[31][34] - Established a strategic partnership with Byteplus to enhance the Geene AI platform's capabilities and drive enterprise AI transformation in the Asia-Pacific region[33] - Formed a strategic partnership with Jiangsu Suhao Cloud Business Co., Ltd. to develop an integrated digital trade corridor connecting China, Central Asia, and Southeast Asia[35] - Business operations cover Singapore, Malaysia, the Philippines, Vietnam, Thailand, and Indonesia, with expansion into Greater China and Spain[31] Financial Review During the reporting period, total company revenue decreased by 36.5% to SGD 35.7 million, primarily due to a strategic reduction in lower-margin D2C business, with D2B revenue contribution increasing to 35.1%, while gross profit and gross margin remained stable, though D2C gross margin narrowed, and loss for the period expanded to SGD 28.8 million, mainly impacted by share-based payment expenses and fair value changes in financial liabilities, with selling and distribution expenses significantly decreasing and general and administrative expenses substantially increasing, and both trade and other receivables and payables decreasing, reflecting improved working capital management - The decrease in revenue was primarily due to the strategic reduction of lower-margin D2C business, accelerating the transition to a higher-margin D2B business model[37] - Selling and distribution expenses significantly decreased by 59.8% to SGD 4.1 million, primarily benefiting from the focus on the D2B business model and asset-light operating model[46] - General and administrative expenses substantially increased by 481.6% to SGD 66.9 million, mainly due to a SGD 54.9 million increase in share-based payment expenses[47] - Finance costs significantly decreased by 90.9% to SGD 0.1 million, primarily due to the repayment of bank and other borrowings[48] - Loss for the period expanded to SGD 28.8 million, with a net loss margin of 80.8%[50] - Trade and other receivables decreased by 10.6%, primarily due to improved collection timeliness[51] - Trade and other payables decreased by 31.8%, primarily due to the settlement of related balances[52] Liquidity and Capital Resources The Group primarily funds its operations through cash generated from operations, borrowings, SPAC merger proceeds, and equity/debt financing, with net current liabilities significantly reduced to SGD 10.0 million and a net cash position of SGD 27.6 million as of June 30, 2025, and capital expenditures mainly focused on the ongoing development of the Geene AI and Synagie platforms, while the company has no pledged assets or significant contingent liabilities, and foreign exchange risk has decreased due to the repayment of convertible loan notes - Net current liabilities significantly decreased from SGD 75.9 million as of December 31, 2024, to SGD 10.0 million as of June 30, 2025[53] - The reduction in net current liabilities was primarily due to the exercise of founder and public warrant liabilities totaling SGD 35.6 million, and a non-cash fair value gain on financial liability instruments of SGD 31.6 million[53] - As of June 30, 2025, cash and cash equivalents amounted to SGD 28.2 million, with a net cash position of SGD 27.6 million[54][53] - Capital expenditure was SGD 1.1 million, primarily for the ongoing development of the Geene AI platform and Synagie platform[55] - The Group has no pledged assets or significant contingent liabilities[56][58] - Foreign exchange risk decreased due to the full repayment of convertible loan notes in 2024[57] Non-IFRS Measures To supplement IFRS, the Group uses non-IFRS measures such as adjusted EBITDA and adjusted net assets, where adjusted EBITDA better reflects core operating profitability by adding back non-cash or one-off items like depreciation, amortization, income tax, finance costs, share-based payment expenses, fair value gains on convertible loan notes, warrants, and earn-out right liabilities, and one-off SPAC merger professional fees, while adjusted net assets add back financial liabilities at fair value through profit or loss to provide more meaningful total asset value information - Adjusted EBITDA loss narrowed from SGD 5.2 million in H1 2024 to SGD 2.3 million in H1 2025, with the adjusted EBITDA margin improving from -9.2% to -6.5%[61] Reconciliation of Loss for the Period to Adjusted EBITDA (SGD thousands) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Loss for the period | (28,847) | (6,202) | | Add: Depreciation and amortization expenses | 1,054 | 2,135 | | Add: Income tax expense / (credit) | 39 | (293) | | Add: Net finance costs | (358) | 875 | | EBITDA | (28,112) | (3,485) | | Add: Share-based payment expenses | 54,878 | — | | Add: Fair value gain on convertible loan notes | — | (1,667) | | Add: Fair value gain on founder earn-out right liabilities | (8,973) | — | | Add: Fair value gain on founder warrant liabilities | (22,444) | — | | Add: Fair value gain on public warrant liabilities | (217) | — | | Add: One-off SPAC merger professional fees and expenses | 2,549 | — | | Adjusted EBITDA | (2,319) | (5,152) | | Adjusted EBITDA Margin | (6.5%) | (9.2%) | Reconciliation of Net Assets / (Liabilities) to Adjusted Net Assets (SGD thousands) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Net assets / (liabilities) | 44,717 | (20,652) | | Add: Financial liabilities at fair value through profit or loss | 46,926 | 121,577 | | Adjusted Net Assets | 91,643 | 100,925 | - Non-IFRS measures aim to exclude non-cash or one-off items to better reflect the core operating profitability of the business[62][66] Prospects and Outlook The Group is committed to strengthening its digital commerce ecosystem through technological innovation and strategic partnerships, expanding Geene AI platform applications, and establishing Synagistics Digital Finance Group to focus on multi-currency, stablecoin, and real-world asset tokenization, while actively seeking strategic M&A and investment opportunities in digital solutions, supply chain providers, and technology/media sectors to expand market presence and create long-term value - Will continue to strengthen its digital commerce ecosystem through technology-driven innovation and strategic partnerships[67] - The Geene AI platform will continue to expand its applications across various use cases, from customer engagement to operational automation[67] - Established Synagistics Digital Finance Group, focusing on the development of multi-currency, interoperable stablecoins, and real-world asset tokenization to support programmable settlements, real-time payments, and enhanced liquidity in Asia[67] - Will actively seek strategic mergers and acquisitions, and investments in digital solutions and platforms, supply chain providers, and technology or media companies[67] Other Information This section covers the company's future plans for investments and capital assets, significant M&A activities, employee and remuneration policies, dividend policy, corporate governance, securities trading standards, audit committee review, and report publication details Future Plans for Material Investments and Capital Assets As of the end of the reporting period and the announcement date, the company has no other future plans for material investments and capital assets, apart from those disclosed in the SPAC merger circular and recent placing and subscription matters - Except for plans disclosed in the SPAC merger circular and recent placing and subscription matters, the company has no other future plans for material investments and capital assets[68] Material Investments and Acquisitions The company is discussing a potential acquisition of a Chinese SaaS company, though no definitive agreement has been reached, and the Group will actively seek M&A, joint ventures, strategic investments, and alliance opportunities in AI, big data, and technology sectors to enhance its D2B business solution capabilities - The company is discussing a potential acquisition of a Chinese SaaS company, but no definitive agreement has been entered into yet[69] - Will actively seek M&A, joint ventures, strategic investments, and alliance opportunities in the artificial intelligence, big data, and technology industries to enhance D2B business solution capabilities[69] Employees and Remuneration Policy As of June 30, 2025, the Group had 316 employees with a total remuneration cost of SGD 61.4 million, offering competitive compensation and comprehensive training programs to attract, motivate, and retain talent Employee and Remuneration Information | Indicator | June 30, 2025 | | :--- | :--- | | Total number of employees | 316 employees | | Total remuneration cost (SGD thousands) | 61,400 | - The company provides comprehensive training programs, including onboarding and professional development, to enhance employee capabilities and foster innovation[70] Dividend Policy The Board does not recommend the payment of any interim dividend for the reporting period - The Board does not recommend the payment of any interim dividend for the reporting period[72] Corporate Governance The company has adopted and complied with all applicable code provisions of the Corporate Governance Code set out in Appendix C1 to the HKEX Listing Rules - The company has adopted and complied with all applicable code provisions of the Corporate Governance Code set out in Appendix C1 to the HKEX Listing Rules[72] Standard Code for Securities Transactions The company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules, and all directors confirmed compliance during the reporting period - All directors confirmed compliance with the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules during the reporting period[73] Dealings in Listed Securities Neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the reporting period, and no treasury shares were held as of June 30, 2025 - During the reporting period, neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities[74] - As of June 30, 2025, the company did not hold any treasury shares[74] Audit Committee The Audit Committee has reviewed the Group's unaudited interim condensed consolidated financial information for the six months ended June 30, 2025, and discussed accounting principles, internal controls, and financial reporting matters with management - The Audit Committee has reviewed the Group's unaudited interim condensed consolidated financial information and discussed accounting principles, internal controls, and financial reporting matters[75] Publication of Report This announcement has been published on the company's website and the Stock Exchange website, with the interim report to be dispatched in due course - This announcement has been published on the company's website (https://synagistics.com/) and the Stock Exchange website (www.hkexnews.hk)[76](index=76&type=chunk)