TECHSTARACQ(07855) - 2025 - 中期财报

Company Information This section provides an overview of the company's board, corporate structure, contact details, and registration information Board of Directors and Corporate Structure The company's board comprises executive, non-executive, and independent non-executive directors, with Mr. Ni Zhengdong serving as Chairman and Co-CEO - Board members include Ni Zhengdong (Chairman and Co-CEO), Luo Xuan (Co-CEO), Li Zhu, Chen Yaochao, Jiang Jun (Executive Directors); Liu Weijie (Non-executive Director); ZHANG Min, Xue Linnan, Li Weifeng (Independent Non-executive Directors)[4] - Mr. Xue Linnan chairs the Audit Committee, Dr. Li Weifeng chairs the Remuneration Committee, and Mr. Ni Zhengdong chairs the Nomination Committee[4] - Founders include CITIC (Hong Kong) Capital Limited, Zero2IPO Management Consulting Group Limited, Zero2IPO Capital Limited, Mr. Ni Zhengdong, Mr. Li Zhu, and Mr. Liu Weijie[4] Company Contact and Registration Information The company is registered in the Cayman Islands with a share registrar and principal place of business in Hong Kong, and its auditor is BDO Limited - The registered office is in the Cayman Islands, and the Hong Kong share registrar is Tricor Investor Services Limited[4][5] - The auditor is BDO Limited[4] - The principal place of business in Hong Kong is Unit 1506B, 15/F, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong[6] Management Discussion and Analysis This section reviews the company's business operations, financial performance, and future outlook, focusing on its SPAC merger activities Business Review TechStar Acquisition Corporation, a SPAC, aims to list one or more businesses through a merger, reporting a HK$59.5 million loss due to share-based payment expenses related to B shares and founder warrants, and has entered a business combination agreement with Seyond Holdings Ltd. - The company is a special purpose acquisition company (SPAC) aiming to execute a business combination with one or more enterprises[7] - During the reporting period, the company recorded a loss and total comprehensive loss of approximately HK$59.5 million, primarily due to equity-settled share-based payment expenses for B shares and founder warrants[7] - On December 20, 2024, the company entered into a business combination agreement with Seyond Holdings Ltd., a global leader in automotive-grade LiDAR solutions, which will be listed on the Stock Exchange as the successor company[8] - The successor company resubmitted a new listing application to the Stock Exchange on August 25, 2025, with the circular expected to be dispatched to shareholders around September 2025[8][10] Prospects The company will not generate operating revenue before the SPAC merger completion, incurring ongoing expenses for compliance and transaction execution, and plans to raise funds through offering proceeds, third-party investments, loan financing, and share issuance - The company will not generate any operating revenue before the completion of the SPAC business combination[11] - The company will continue to incur expenses related to mandatory compliance as a listed company and the execution of the SPAC business combination[11] - Funding sources for completing the SPAC business combination include proceeds from the offering, investments from independent third-party investors, loan financing, and issuance of shares to the merger target owners[11] Financial Review The company reported HK$59.5 million loss with no revenue, primarily due to share-based payment expenses, and as of June 30, 2025, had HK$1,125.1 million in current assets (mainly restricted bank deposits) and HK$1,179.3 million in current liabilities, with HK$5.0 million drawn from loan financing - During the reporting period, the company generated no revenue and recorded a loss and total comprehensive loss of approximately HK$59.5 million[12] - The loss was primarily attributable to equity-settled share-based payment expenses of approximately HK$46.6 million related to B shares and founder warrants, and a fair value change in warrant liabilities of -HK$11.8 million[12][13] - In 2022, the company received gross proceeds of approximately HK$1,001.0 million from the offering, deposited into an escrow account, almost entirely as restricted bank deposits[15] - As of June 30, 2025, approximately HK$5.0 million had been drawn from loan financing for working capital purposes[18] Overview of Financial Position as of June 30, 2025 | Metric | Amount (HK$ Million) | | :--- | :--- | | Current Assets | 1,125.1 | | Current Liabilities | 1,179.3 | | Net Current Liabilities | (54.2) | | Accrued Expenses and Other Payables | 159.1 | | Redeemable Class A Shares | 1,001.0 | | Warrant Liabilities | 14.3 | | Amounts Due to Promoters | 5.0 | | Loan Financing Drawn | 5.0 | Material Investments, Acquisitions, and Disposals During the reporting period, the company made no material investments, acquisitions, or disposals, focusing primarily on the SPAC merger agreement with the target company - During the reporting period, the company held no material investments and made no material acquisitions or disposals of subsidiaries, associates, or joint ventures[19] - The company has entered into SPAC business combination agreements with the target company, including a business combination agreement and a PIPE investment agreement[20] Pledge of Assets, Foreign Exchange Risk, and Contingent Liabilities As of June 30, 2025, the company had not pledged any assets, faced no significant foreign exchange risk exposure, and had no contingent liabilities - As of June 30, 2025, the company had not created any charges over its assets[21] - During the reporting period, the company had no material financial assets or liabilities denominated in currencies other than its functional currency, thus no significant foreign currency risk exposure[22] - As of June 30, 2025, the company had no contingent liabilities[23] Other Information This section details directors' and major shareholders' interests, use of proceeds, employee policies, corporate governance, and post-reporting period events Directors' and Chief Executive's Interests in Securities As of June 30, 2025, several directors and the chief executive held interests in the company's Class A and Class B shares, with Mr. Ni Zhengdong, Mr. Li Zhu, and Mr. Liu Weijie holding significant interests through controlled corporations - As of June 30, 2025, the total number of issued shares was 125,100,000, comprising 100,100,000 Class A shares and 25,000,000 Class B shares[25] Interests of Directors and Chief Executive in the Company (as of June 30, 2025) | Name of Director/Chief Executive | Capacity/Nature of Interest | Number of Shares Held | Percentage of Interest in Relevant Class | Percentage of Shareholding in Total Issued Share Capital | | :--- | :--- | :--- | :--- | :--- | | Mr. Ni Zhengdong | Interest in controlled corporation | 6,800,000 Class A shares (L) | 6.79% | 5.44% | | | | 10,000,000 Class B shares (L) | 40.00% | 8.00% | | Mr. Li Zhu | Interest in controlled corporation | 3,400,000 Class A shares (L) | 3.40% | 2.72% | | | | 5,000,000 Class B shares (L) | 20.00% | 3.99% | | Mr. Liu Weijie | Interest in controlled corporation | 850,000 Class A shares (L) | 0.85% | 0.68% | | | | 1,250,000 Class B shares (L) | 5.00% | 1.00% | Substantial Shareholders' Interests in Securities As of June 30, 2025, several entities were substantial shareholders, holding significant interests in Class A and Class B shares, with Fortune Opportunity Fund, Ningbao Limited, and CNCB AM TS holding larger proportions - Founder warrants are exercisable for a maximum of 17,000,000 Class A shares, representing approximately 13.59% of the total issued shares as of June 30, 2025[31] Substantial Shareholders' Interests in Class A Shares (as of June 30, 2025) | Name of Shareholder | Capacity/Nature of Interest | Number of Shares Held or in which an Interest is Owned | Approximate Percentage of Shares in Relevant Class | Approximate Percentage of Total Issued Shares | | :--- | :--- | :--- | :--- | :--- | | Fortune Opportunity Fund | Beneficial interest | 37,478,375 (L) | 37.44% | 29.96% | | Wealth Strategy Holding Limited | Interest in controlled corporation | 37,478,375 (L) | 37.44% | 29.96% | | Ningbao Limited | Beneficial interest | 18,805,875 (L) | 18.79% | 15.03% | | ABC International Investment Management Limited | Interest in controlled corporation | 18,805,875 (L) | 18.79% | 15.03% | | Fountainhead Partners Fund VCC Sub-Fund CAPS Fund | Beneficial interest | 9,350,000 (L) | 9.34% | 7.47% | | CENTURY PRIVATE WEALTH MANAGEMENT PTE. LTD. | Beneficial interest | 9,336,250 (L) | 9.33% | 7.46% | | CNCB AM TS | Beneficial interest | 5,950,000 (L) | 5.94% | 4.76% | Substantial Shareholders' Interests in Class B Shares (as of June 30, 2025) | Name of Shareholder | Capacity/Nature of Interest | Number of Shares Held or in which an Interest is Owned | Approximate Percentage of Shares in Relevant Class | Approximate Percentage of Total Issued Shares | | :--- | :--- | :--- | :--- | :--- | | CNCB AM TS | Beneficial interest | 8,750,000 (L) | 35.00% | 6.99% | | ZCL TechStar | Beneficial interest | 3,750,000 (L) | 15.00% | 3.00% | | Zero2IPO Acquisition | Beneficial interest | 3,750,000 (L) | 15.00% | 3.00% | | INNO SPAC | Beneficial interest | 5,000,000 (L) | 20.00% | 3.99% | Use of Proceeds from the Offering The company's HK$1,001.0 million gross proceeds from the offering are in an escrow account for SPAC merger completion and Class A shareholder redemptions, while HK$40.0 million from founder warrant sales and HK$2,500 from Class B share issuance cover underwriting commissions, offering expenses, and compliance costs - Gross proceeds of approximately HK$1,001.0 million from the offering have been fully deposited into an escrow account in Hong Kong, designated for completing the SPAC business combination and satisfying Class A shareholder redemption requests[34] - During the reporting period, the company had not utilized any of the gross proceeds from the offering, and there were no changes to the previously disclosed intended uses[35] - Gross proceeds of approximately HK$40.0 million from the sale of founder warrants and HK$2,500 from the issuance of Class B shares are held outside the escrow account, primarily used to settle underwriting commissions (approximately HK$20.0 million), offering-related expenses (approximately HK$13.5 million), and mandatory compliance expenses for a listed company (approximately HK$6.4 million)[36] - As of June 30, 2025, approximately HK$5.0 million had been drawn from loan financing, with approximately HK$4.8 million used for mandatory compliance expenses for a listed company and the remaining HK$0.2 million for working capital[37] Employees and Remuneration Policy The company has no full-time employees, thus no staff costs were recognized during the reporting period, and remuneration for independent non-executive directors and other corporate executives is benchmarked against similar market positions - The company has no full-time employees, and therefore no staff costs were recognized as company expenses during the reporting period[38] - Executive and non-executive directors are not entitled to any remuneration from the company, while remuneration for independent non-executive directors and other corporate executives and employees (if any) is determined by reference to market rates for similar positions[38] Purchase, Sale or Redemption of the Company's Listed Securities During the reporting period, the company did not engage in any purchase, sale, or redemption of its listed securities, nor did it hold any treasury shares - During the reporting period, the company did not purchase, sell, or redeem any of its listed securities[39] - At the end of the reporting period, the company held no treasury shares[39] Sufficient Public Float As of the date of this report, the company has consistently maintained the public float required by the Listing Rules - As of the date of this report, the company has consistently maintained the public float required by the Listing Rules[40] Corporate Governance Practices The company is committed to high corporate governance standards, adopting the Corporate Governance Code in Appendix C1 of the Listing Rules, and complied with all provisions during the reporting period, except for Code Provision C.2.1 where Mr. Ni Zhengdong holds both Chairman and Co-CEO roles, deemed beneficial by the board for strategic execution and communication - The company has adopted the principles and code provisions of the Corporate Governance Code set out in Appendix C1 of the Listing Rules[42] - The company complied with all applicable code provisions, except for Code Provision C.2.1 of the Corporate Governance Code, which requires the roles of chairman and chief executive to be performed by different individuals[42] - Mr. Ni Zhengdong currently serves as both the Chairman of the Board and Co-Chief Executive Officer, an arrangement the Board believes facilitates effective execution of strategic plans and improves communication between management and the Board[43] Compliance with Model Code The company has adopted the Model Code in Appendix C3 of the Listing Rules as the code of conduct for directors' securities transactions, and all directors confirmed compliance during the reporting period - The company has adopted the Model Code set out in Appendix C3 of the Listing Rules as its code of conduct for directors' securities transactions[44] - Following specific enquiries made to all directors, each director has confirmed that they have complied with the requirements of the Model Code throughout the reporting period[44] Interim Dividend The company has resolved not to recommend any interim dividend for the reporting period and will not pay any cash dividends before the completion of the SPAC business combination - The company will not pay any cash dividends before the completion of the SPAC business combination[45] - The Board has resolved not to recommend the payment of any interim dividend for the reporting period[45] Audit Committee and Review of Interim Results The Audit Committee, comprising three independent non-executive directors, has reviewed the company's interim results for the reporting period, deeming them compliant with applicable accounting standards, rules, and regulations, though the company's auditor has not yet reviewed or audited these results - The Audit Committee currently comprises three independent non-executive directors and has reviewed the company's interim results for the reporting period[46] - The Audit Committee is of the opinion that the company's interim results comply with applicable accounting standards, rules, and regulations, and that appropriate disclosures have been duly made[46] - The company's auditor has not yet reviewed or audited the company's interim results for the reporting period[47] Changes in Information of Directors and Chief Executive of the Company During the reporting period, Executive Director Ms. Jiang Jun and Independent Non-executive Director Mr. Xue Linnan were appointed as members of the Nomination Committee, effective June 26, 2025 - In June 2025, Executive Director Ms. Jiang Jun was appointed as a member of the Nomination Committee, effective June 26, 2025[50] - In June 2025, Independent Non-executive Director Mr. Xue Linnan was appointed as a member of the Nomination Committee, effective June 26, 2025[50] Events After Reporting Period As of the date of this report, no significant events requiring disclosure have occurred since the end of the reporting period - As of the date of this report, no significant events requiring disclosure have occurred since the end of the reporting period[49] Definitions This section provides definitions for key terms and abbreviations used in the report to ensure a clear understanding of its content Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the company generated no revenue, reporting a loss and total comprehensive loss of HK$59,535 thousand, an increase from HK$48,878 thousand in the prior year, with basic and diluted loss per share at HK$2.381 - The loss and total comprehensive loss for the period increased from HK$48,878 thousand in 2024 to HK$59,535 thousand in 2025, primarily due to losses from changes in the fair value of warrant liabilities[60] Summary of Statement of Profit or Loss and Other Comprehensive Income (for the six months ended June 30) | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Revenue | – | – | | Interest income | 1 | 2 | | Administrative expenses | (47,774) | (48,880) | | Fair value change in warrant liabilities | (11,762) | – | | Loss before income tax expense | (59,535) | (48,878) | | Loss and total comprehensive loss for the period | (59,535) | (48,878) | | Loss per share – basic and diluted | (2.381) | (1.955) | Statement of Financial Position As of June 30, 2025, the company's total current assets were HK$1,125,112 thousand, primarily restricted bank deposits, with total current liabilities of HK$1,179,320 thousand, resulting in net current liabilities of HK$54,208 thousand, and warrant liabilities significantly increased from HK$2,503 thousand to HK$14,265 thousand - Net current liabilities expanded from HK$41,283 thousand as of December 31, 2024, to HK$54,208 thousand as of June 30, 2025[61] - Warrant liabilities significantly increased from HK$2,503 thousand as of December 31, 2024, to HK$14,265 thousand as of June 30, 2025[61] Summary of Statement of Financial Position (as of June 30, 2025) | Metric | As of June 30, 2025 (HK$ Thousand) | As of December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Current Assets | 1,125,112 | 1,106,182 | | Restricted bank deposits | 1,124,869 | 1,104,112 | | Cash and cash equivalents | 243 | 2,070 | | Current Liabilities | 1,179,320 | 1,147,465 | | Accrued expenses and other payables | 159,055 | 141,212 | | Amounts due to promoters | 5,000 | 2,750 | | Redeemable Class A shares | 1,001,000 | 1,001,000 | | Warrant liabilities | 14,265 | 2,503 | | Net current liabilities | (54,208) | (41,283) | | Total deficit | (54,208) | (41,283) | Statement of Changes in Equity For the six months ended June 30, 2025, the company's accumulated losses increased from HK$271,846 thousand to HK$331,381 thousand, with total deficit rising from HK$41,283 thousand to HK$54,208 thousand, and share-based payment reserve increasing by HK$46,610 thousand - Accumulated losses increased from HK$271,846 thousand as of January 1, 2025, to HK$331,381 thousand as of June 30, 2025[62] - Equity-settled share-based payment reserve increased by HK$46,610 thousand[62] Summary of Statement of Changes in Equity (for the six months ended June 30) | Metric | As of January 1, 2025 (HK$ Thousand) | As of June 30, 2025 (HK$ Thousand) | | :--- | :--- | :--- | | Share capital | 3 | 3 | | Share-based payment reserve | 230,560 | 277,170 | | Accumulated losses | (271,846) | (331,381) | | Total deficit | (41,283) | (54,208) | | Loss and total comprehensive loss for the period | – | (59,535) | | Equity-settled share-based payments | – | 46,610 | Statement of Cash Flows For the six months ended June 30, 2025, the company used HK$4,078 thousand in net cash from operating activities, generated HK$1 thousand from investing activities, and HK$2,250 thousand from financing activities, with cash and cash equivalents decreasing to HK$243 thousand from HK$2,070 thousand at the beginning of the period - Net cash used in operating activities increased from HK$2,256 thousand in 2024 to HK$4,078 thousand in 2025[63] - Cash and cash equivalents at the end of the period decreased from HK$2,070 thousand at the beginning of the period to HK$243 thousand[63] Summary of Statement of Cash Flows (for the six months ended June 30) | Metric | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Net cash used in operating activities | (4,078) | (2,256) | | Net cash from investing activities | 1 | 2 | | Net cash from financing activities | 2,250 | – | | Net decrease in cash and cash equivalents | (1,827) | (2,254) | | Cash and cash equivalents at beginning of period | 2,070 | 2,804 | | Cash and cash equivalents at end of period | 243 | 550 | Notes to the Interim Financial Statements This section provides detailed notes on the company's general information, basis of preparation, segment information, loss before tax, dividends, restricted bank deposits, payables, financial liabilities, share capital, share-based payments, related party transactions, and post-reporting date events General Information and Business Operations TechStar Acquisition Corporation, a SPAC, aims to acquire or merge with a target to list a successor company, having entered a business combination agreement with Seyond Holdings Ltd. and filed a new listing application, with proceeds from Class A shares and listed warrants held in escrow, and faces a 36-month merger completion deadline to avoid liquidation - The company is a special purpose acquisition company (SPAC) established to acquire or merge with a SPAC target, leading to the listing of a successor company[65] - On December 20, 2024, the company announced the entry into a business combination agreement with Seyond Holdings Ltd. (the successor company) for the SPAC business combination[65] - As of June 30, 2025, the company had 100,100,000 Class A shares and 50,050,000 listed warrants issued and outstanding, as well as 25,000,000 Class B shares and 40,000,000 founder warrants[66] - Gross proceeds of HK$1,001,000,000 from the listing were deposited into a segregated escrow account in Hong Kong, to be released only for specific purposes, including completion of the business combination or redemption by Class A shareholders[68] - The company has only 36 months from the listing date to complete the SPAC business combination, failing which it will face liquidation and dissolution[69][70] Basis of Preparation The interim financial statements are prepared under IAS 34 and Listing Rules, using the historical cost convention, except for warrant liabilities measured at fair value, with significant uncertainty regarding the company's going concern dependent on co-promoter support and merger completion - The interim financial statements have been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" and the applicable disclosure requirements of the Listing Rules[72] - The interim financial statements have been prepared on a historical cost basis, except for warrant liabilities which are measured at fair value[73] - As of June 30, 2025, the company had net current liabilities of HK$54,208,000 and incurred a loss of HK$59,535,000, indicating significant uncertainty regarding its ability to continue as a going concern[74] Segment Information and Revenue The company has no separately reportable segments and generated no revenue for the six months ended June 30, 2025 - The company has no separately reportable segments, as it was incorporated to facilitate the effectiveness of the SPAC business combination[76] - For the six months ended June 30, 2025, the company generated no revenue[77] Loss Before Income Tax Expense and Income Tax Expense For the six months ended June 30, 2025, the loss before income tax expense was HK$59,535 thousand, primarily comprising auditor's remuneration, directors' remuneration, and share-based payment expenses, with no income tax expense recognized as the company is not subject to income tax in the Cayman Islands - The company is currently not subject to income tax in the Cayman Islands, and the directors believe that the company has no assessable profits in any other jurisdiction, thus no income tax expense has been recognized[80] Components of Loss Before Income Tax Expense (for the six months ended June 30) | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Auditor's remuneration | 120 | 120 | | Staff costs (including directors' remuneration) | 180 | 180 | | Share-based payment expenses | 46,610 | 46,867 | | Total | 46,790 | 47,047 | Dividends and Loss Per Share For the six months ended June 30, 2025, no dividends were paid or proposed, and both basic and diluted loss per share were HK$2.381, as potential dilutive ordinary shares had an anti-dilutive effect - No dividends were paid or proposed for the six months ended June 30, 2025[81] - Basic loss per share was calculated as HK$2.381, based on the loss for the period of HK$59,535,000 divided by the weighted average number of 25,000,000 ordinary shares outstanding during the period[82] - Diluted loss per share for the period was the same as basic loss per share because the inclusion of outstanding redeemable Class A shares, listed warrants, and founder warrants would have an anti-dilutive effect[82] Restricted Bank Deposits Restricted bank deposits primarily consist of HK$1,001,000,000 gross proceeds from Class A share issuance at listing, held in an escrow account and classified as current assets due to the company's requirement to complete the SPAC business combination by December 23, 2025 - Restricted bank deposits include gross proceeds of HK$1,001,000,000 from the issuance of Class A shares at listing, which are deposited into an escrow account[83] - The company is required to complete the SPAC business combination by December 23, 2025, hence the funds deposited in the escrow account are classified as current assets[83] Accrued Expenses and Other Payables As of June 30, 2025, total accrued expenses and other payables amounted to HK$159,055 thousand, primarily comprising HK$35,035 thousand in deferred underwriting commissions and HK$123,868 thousand in interest payable - Accrued expenses primarily include deferred underwriting commissions of HK$35,035,000 payable to the company's promoters upon completion of the SPAC business combination[89] - Interest payable will be paid in accordance with the terms of the escrow account[89] Components of Accrued Expenses and Other Payables (as of June 30, 2025) | Item | As of June 30, 2025 (HK$ Thousand) | As of December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Accrued expenses | 35,187 | 38,100 | | Interest payable | 123,868 | 103,112 | | Total | 159,055 | 141,212 | Amounts Due to Promoters Amounts due to promoters are unsecured, interest-free, and repayable on the completion date of the SPAC business combination or under specific conditions - Amounts due to promoters are unsecured, interest-free, and repayable on the date of completion of the company's SPAC business combination or under specific conditions[85] Financial Liabilities The company has issued redeemable Class A shares and listed warrants, with each listed warrant granting the holder the right to subscribe for one Class A share at an exercise price of HK$11.50, exercisable 30 days after the merger completion, and as of June 30, 2025, the fair value of listed warrants was approximately HK$14,265 thousand, a significant increase from December 31, 2024 - The company has issued 100,100,000 Class A shares and 50,050,000 listed warrants[86] - Each listed warrant entitles its holder to subscribe for one Class A share at an exercise price of HK$11.50, exercisable 30 days after the completion of the SPAC business combination[88][90] - The fair value of listed warrants is classified as Level 2 in the fair value hierarchy, with no transfers between levels during the six months ended June 30, 2025[90] Fair Value Movement of Listed Warrants (as of June 30, 2025) | Metric | Amount (HK$ Thousand) | | :--- | :--- | | Balance as of December 31, 2024 | 2,503 | | Fair value change | 11,762 | | Balance as of June 30, 2025 | 14,265 | Share Capital As of June 30, 2025, the company's authorized share capital was HK$110,000 thousand, comprising 1,000,000,000 Class A shares and 100,000,000 Class B shares, with issued and fully paid share capital of HK$3 thousand consisting of 25,000,000 Class B shares Composition of Share Capital (as of June 30, 2025) | Class | Number of Shares | Nominal Amount (HK$ Thousand) | | :--- | :--- | :--- | | Authorized Class A shares | 1,000,000,000 | 100 | | Authorized Class B shares | 100,000,000 | 10 | | Issued and fully paid Class B shares | 25,000,000 | 3 | Share-based Payments The company has issued B share conversion rights and founder warrants, classified as share-based payments, recognizing approximately HK$46,610 thousand in equity-settled share-based payment expenses for the six months ended June 30, 2025, with founder warrant fair value estimated using a Monte Carlo simulation model considering expected merger date, exercise price, redemption threshold, and expected volatility - The company has issued 25,000,000 Class B shares and 40,000,000 founder warrants, which are classified as share-based payments[92] - For the six months ended June 30, 2025, equity-settled share-based payment expenses of approximately HK$41,286 thousand and HK$5,324 thousand were recognized from B share conversion rights and founder warrants, respectively, totaling approximately HK$46,610 thousand[93] - The fair value of each B share conversion right is estimated at HK$10.0, determined based on the unit issue price of Class A shares[95] - The fair value of each founder warrant is HK$1.8059, estimated using a Monte Carlo simulation model that considers key inputs such as the expected SPAC business combination date, exercise price, redemption threshold, and expected volatility[97][98] Related Party Transactions During the period, the company's related party transactions primarily included share-based payment expenses related to B share conversion rights and founder warrants, and legal and professional fees paid to a promoter Summary of Related Party Transactions (for the six months ended June 30) | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Share-based payment expenses – B share conversion rights | 41,286 | 41,514 | | Share-based payment expenses – Founder warrants | 5,324 | 5,353 | | Legal and professional fees paid to a promoter | – | 160 | Events After Reporting Date The company had no significant events after the end of the period - The company had no significant events after the end of the period[100]