ADVB filing — read by section

UNITED STATES 
 
 SECURITIES AND EXCHANGE COMMISSION 
 
 Washington, D.C. 20549 
 
 FORM 10-Q 
 
 ☒ QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
 
 For the quarterly period ended December 31, 2024 
 
 OR
 
 ☐ TRANSITION REPORT UNDER SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
 
 For the transition period from 
to 
 
 Commission file number: 001-42548 
 
 Advanced Biomed Inc 
 
 (Exact name of registrant as specified in its charter)
 
 Nevada 87-2177170 
 (State or other jurisdiction of

incorporation or organization) (I.R.S. Employer 

Identification No.) 
 
 No. 689-85 Xiaodong Road , Yongkang
District 
 
 Tainan City , Taiwan 
 
 (Address of principal executive offices)
 
 886 - 6-3121716 
 
 (Registrant’s telephone number, including
area code)
 
 Securities registered pursuant to Section 12(b)
of the Act: 
 
 Title of Each Class: Trading Symbol(s): Name of Each Exchange on Which Registered: 
 Common Stock, par value $0.001 per share ADVB The Nasdaq Stock Market LLC 
 
 Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No ☐
 
 Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes 
☒ No ☐
 
 Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
 Large accelerated filer ☐ Accelerated filer ☐ 
 Non-accelerated filer ☒ Smaller reporting company ☒ 
 Emerging growth company ☒ 
 
 If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 
 
 Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ 
 
 As of March 31, 2025, Advanced Biomed Inc had
 21,640,000 shares of outstanding Common Stock, par value $0.001 per share.
 
 ADVANCED BIOMED INC 
 
 FORM 10-Q 
 
 TABLE OF CONTENTS 
 
 Page 

 PART I 
 FINANCIAL INFORMATION 
 
 Item 1. 
 Financial Statements 
 1 

 Item 2. 
 Management’s Discussion and Analysis of Financial
 Condition and Results of Operations 
 23 

 Item 3. 
 Quantitative and Qualitative Disclosure About Market
 Risk 
 38 

 Item 4. 
 Controls and Procedures 
 39 

 PART II 
 OTHER INFORMATION 
 
 Item 1. 
 Legal Proceedings 
 40 

 Item 1A. 
 Risk Factors 
 40 

 Item 2. 
 Unregistered Sales of Equity Securities and Use of
 Proceeds 
 40 

 Item 3. 
 Defaults Upon Senior Securities 
 40 

 Item 4. 
 Mine Safety Disclosures 
 40 

 Item 5. 
 Other Information 
 40 

 Item 6. 
 Exhibits 
 40 

 Signature 
 
 41 

 i 

 Forward-Looking Statements 
 
 The following discussion and analysis of our financial
condition, results of operations and notes to the unaudited condensed consolidated financial statements included herein contains forward-looking
statements that reflect our plans, beliefs, expectations and current views with respect to, among other things, future events and financial
performance. Our actual results could differ materially from the forward-looking statements included herein. Statements regarding our
future and projections relating to revenue, cost of sales, expenses, costs, income (loss), and potential growth opportunities are typical
of such statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in “Risk
Factors” in our registration statement on Form S-1, initially filed with the U.S. Securities and Exchange Commission (the “SEC”)
on May 22, 2023.
 
 The following contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, relating to our operations, results of operations and other matters that are based on our current expectations, estimates, assumptions
and projections. The forward-looking statements appear in a number of places in the section titled “Management’s Discussion
and Analysis of Financial Condition and Results of Operations”. Forward-looking statements are based on our management’s beliefs
and assumptions and on information currently available to our management. In some cases, you can identify forward-looking statements by
the words “may,” “might,” “will,” “could,” “would,” “should,”
“expect,” “is/are likely to,” “intend,” “plan,” “objective,” “anticipate,”
“believe,” “estimate,” “predict,” “potential,” “target,” “continue”
and “ongoing,” or the negative of these terms or other comparable terminology intended to identify statements about the future.
The forward-looking statements and opinions are based upon current expectations and, while we believe such information forms a reasonable
basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have
conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements involve known and
unknown risks, uncertainties and other important factors that may cause our actual results, levels of activity, performance or achievements
to be materially different from the information expressed or implied by these forward-looking statements. We caution that you should not
place undue reliance on any of our forward-looking statements. We undertake no obligation to update forward-looking statements to reflect
developments or information obtained after the date hereof and disclaim any obligation to do so except as required by applicable laws.
 
 ii 

 PART I. FINANCIAL INFORMATION 
 
 Item 1. Financial Statements 
 
 ADVANCED BIOMED INC 
 
 UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE
SHEETS 
 
 As of 
 December 31, 
 
 As of 
 June 30, 
 
 2024 
 2024 

 US$ 
 US$ 

 (Unaudited) 
 
 Assets 
 
 Current assets: 
 
 Cash 
 2,657,235 
 2,607,973 

 Prepaid expenses and other current assets, net 
 481,656 
 443,137 

 Total current assets 
 3,138,891 
 3,051,110 

 Equipment, net 
 401,007 
 524,528 

 Right-of-use assets, net 
 241,267 
 126,740 

 Intangible assets, net 
 50,516 
 118,998 

 Deferred initial public offering (“IPO”) costs 
 672,471 
 638,871 

 Total non-current assets 
 1,365,261 
 1,409,137 

 TOTAL ASSETS 
 4,504,152 
 4,460,247 

 Liabilities 
 
 Current liabilities: 
 
 Accounts payable, accruals, and other current liabilities (including amount due to related parties – major stockholders and related corporations of $ 355,433 and $ 1,267,052 respectively, as of December 31, 2024 and $ 113,812 and $ 674,262 , respectively, as of June 30, 2024 (1) ) 
 3,595,093 
 2,670,249 

 Lease payable - current 
 233,701 
 62,211 

 Total current liabilities 
 3,828,794 
 2,732,460 

 Lease payable – non-current 
 56,326 
 64,529 

 Total non-current liabilities 
 56,326 
 64,529 

 TOTAL LIABILITIES 
 3,885,120 
 2,796,989 

 Commitments and contingencies 
 -
 
 -
 
 Stockholders’ equity 
 
 Common stock $ 0.001 par value per share; as of December 31, 2024 and June 30, 2024; 400,000,000 and 400,000,000 shares authorized; 20,000,000 and 20,000,000 shares issued and outstanding, respectively* 
 20,000 
 20,000 

 Additional paid-in capital 
 16,493,989 
 16,493,989 

 Accumulated deficits 
 ( 17,147,559 ) 
 ( 15,974,075 ) 

 Accumulated other comprehensive income 
 1,252,602 
 1,123,344 

 Total stockholders’ equity 
 619,032 
 1,663,258 

 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 
 4,504,152 
 4,460,247 

 * Giving retroactive effect to the 4 for 1 share split effected
on May 16, 2023 and 5 for 1 reverse share split effected on October 15, 2024. 

 (1) See Note 12 for disclosure of related parties amounts. 
 
 The accompanying notes are an integral part of
these unaudited interim condensed consolidated financial statements.
 
 1 

 ADVANCED BIOMED INC 
 
 UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS
OF OPERATIONS AND COMPREHENSIVE LOSS 
 
 For the three-month periods 
 ended December 31, 
 
 For the six-month periods 
 ended December 31, 
 
 2024 
 2023 
 2024 
 2023 

 US$ 
 US$ 
 US$ 
 US$ 

 (Unaudited) 
 (Unaudited) 
 (Unaudited) 
 (Unaudited) 

 Operating expenses: 
 
 Research and development expenses 
 ( 243,381 ) 
 ( 188,387 ) 
 ( 425,084 ) 
 ( 357,572 ) 

 General and administrative expenses 
 ( 282,348 ) 
 ( 462,915 ) 
 ( 620,672 ) 
 ( 733,975 ) 

 Total operating expenses 
 ( 525,729 ) 
 ( 651,302 ) 
 ( 1,045,756 ) 
 ( 1,091,547 ) 

 Other income (expense): 
 
 Interest income 
 15,417 
 19,966 
 15,427 
 19,980 

 Other (expense) income, net 
 ( 397,592 ) 
 485,991 
 ( 143,155 ) 
 154,906 

 Total other income (expense), net 
 ( 382,175 ) 
 505,957 
 ( 127,728 ) 
 174,886 

 Loss before tax expense 
 ( 907,904 ) 
 ( 145,345 ) 
 ( 1,173,484 ) 
 ( 916,661 ) 

 Income tax expense 
 -
 
 -
 
 -
 
 -
 
 Net loss 
 ( 907,904 ) 
 ( 145,345 ) 
 ( 1,173,484 ) 
 ( 916,661 ) 

 Other comprehensive income 
 
 Foreign currency translation (loss) gain, net of taxes 
 433,106 
 ( 462,958 ) 
 129,258 
 ( 192,086 ) 

 Total comprehensive loss 
 ( 474,798 ) 
 ( 608,303 ) 
 ( 1,044,226 ) 
 ( 1,108,747 ) 

 Loss per share: 
 
 basic and diluted* 
 ( 0.04 ) 
 ( 0.01 ) 
 ( 0.06 ) 
 ( 0.05 ) 

 Weighted average number of shares of common stock in computing net loss per share 
 
 basic and diluted* 
 20,000,000 
 20,000,000 
 20,000,000 
 20,000,000 

 * Giving retroactive effect to the 4 for 1 share split effected
on May 16, 2023 and 5 for 1 reverse share split effected on October 15, 2024. 

 The accompanying notes are an integral part of
these unaudited interim condensed consolidated financial statements.
 
 2 

 ADVANCED BIOMED INC 
 
 UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS
OF CHANGES IN STOCKHOLDERS’ EQUITY 
 
 Common stock 
 
 No.
 of 
 shares* 
 
 Amount* 
 Additional
 
 paid- 
 in
 capital* 
 
 Accumulated 
 other 
 comprehensive 
 income 
 
 Accumulated 
 deficit 
 
 Total 

 US$ 
 US$ 
 US$ 
 US$ 
 US$ 

 Balance as of July 1, 2023 
 20,000,000 
 20,000 
 13,673,365 
 804,020 
 ( 13,191,797 ) 
 1,305,588 

 Net loss 
 - 
 -
 
 -
 
 -
 
 ( 916,661 ) 
 ( 916,661 ) 

 Foreign currency translation adjustment 
 - 
 -
 
 -
 
 ( 192,086 ) 
 -
 
 ( 192,086 ) 

 Balance as of December 31, 2023 
 20,000,000 
 20,000 
 13,673,365 
 611,934 
 ( 14,108,458 ) 
 196,841 

 Balance as of July 1, 2024 
 20,000,000 
 20,000 
 16,493,989 
 1,123,344 
 ( 15,974,075 ) 
 1,663,258 

 Net loss 
 - 
 -
 
 -
 
 -
 
 ( 1,173,484 ) 
 ( 1,173,484 ) 

 Foreign currency translation adjustment 
 - 
 -
 
 -
 
 129,258 
 -
 
 129,258 

 Balance as of December 31, 2024 
 20,000,000 
 20,000 
 16,493,989 
 1,252,602 
 ( 17,147,559 ) 
 619,032 

 * Giving retroactive effect to the 4 for 1 share split effected
on May 16, 2023 and 5 for 1 reverse share split effected on October 15, 2024. 

 The accompanying notes are an integral part of these unaudited interim
condensed consolidated financial statements.
 
 3 

 ADVANCED BIOMED INC 
 
 UNAUDITED INTEIRM CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS 
 
 For the six-month periods ended 
 December
31, 
 
 2024 
 2023 

 US$ 
 US$ 

 (Unaudited) 
 (Unaudited) 

 Net loss 
 ( 1,173,484 ) 
 ( 916,661 ) 

 Adjustment: 
 
 Depreciation and amortization 
 201,289 
 162,675 

 Interest income 
 ( 15,427 ) 
 ( 19,980 ) 

 Changes in operating assets: 
 
 Prepaid expenses and other current assets 
 ( 38,519 ) 
 ( 255,046 ) 

 Accounts payable, accruals and other current liabilities 
 90,433 
 378,015 

 Lease obligations, net cash 
 48,760 
 -
 
 Other non-current assets 
 -
 
 46,163 

 Interest received 
 15,427 
 19,980 

 Cash used in operating activities 
 ( 871,521 ) 
 ( 584,854 ) 

 Purchase of equipment 
 ( 9,286 ) 
 ( 47,553 ) 

 Cash used in investing activities 
 ( 9,286 ) 
 ( 47,553 ) 

 Payment of deferred initial public offering costs 
 ( 33,600 ) 
 ( 33,600 ) 

 Amount due to related parties – major stockholders 
 241,621 
 550,719 

 Amount due to related parties – related corporations 
 592,790 
 463,966 

 Cash provided by financing activities 
 800,811 
 981,085 

 Foreign currency effect 
 129,258 
 ( 194,335 ) 

 Net change in cash and cash equivalents 
 49,262 
 154,343 

 Cash at beginning of the period 
 2,607,973 
 2,622,279 

 Cash at end of the period 
 2,657,235 
 2,776,622 

 Net decrease in cash 
 49,262 
 154,343 

 Supplementary Cash Flow Information: 
 
 Cash received for interest 
 15,427 
 19,980 

 Cash paid for interest 
 -
 
 -
 
 Cash paid for taxes 
 -
 
 -
 
 The accompanying notes are an integral part of these unaudited interim
condensed consolidated financial statements 
 
 4 

 ADVANCED BIOMED INC 
 
 NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS 
 
 (UNAUDITED) 
 
 1. ORGANIZATION AND PRINCIPAL ACTIVITIES 

 On July 16, 2021, Advanced Biomed Inc. (the “Company”)
was incorporated in the State of Nevada, as an investment holding company. The Company’s principal executive offices are located
in Tainan City, Taiwan. The Company has no substantive operations and assets. It is holding Company that holds all of the issued and outstanding
shares of Advanced Biomed HK Limited and Advanced Biomed Inc. (Taiwan).

 (1) 
 Establishment of Advanced Biomed HK Limited 

 On August 10, 2021, the Company incorporated a
wholly owned subsidiary, Advanced Biomed HK Limited, in Hong Kong to facilitate market development and commercialization of the Company’s
oncology products for sale and distribution in the People’s Republic of China (the “PRC”).

 (2) 
 Acquisition of Shanghai Sglcell Biotech Co., Ltd. and its subsidiaries 

 On January 1, 2022, Advanced Biomed HK Limited
acquired 100 % equity interest of Shanghai Sglcell Biotech Co., Ltd. Shanghai Sglcell Biotech Co., Ltd. was established in the PRC on April
12, 2019. It is engaged in the establishment and operation of medical clinics in the PRC.

 Shanghai Sglcell Biotech Co., Ltd. owns 100 % equity
interest of two subsidiaries namely 1.) Shandong Sglcell Medical Devices Co., Ltd. and 2.) Nanjing Yitian Biotech Co., Ltd. Shandong Sglcell
Medical Devices Co., Ltd. was incorporated in the PRC on July 8, 2021 to carry out the establishment of medical clinics, and the supply
of medical products and services to clinics in the PRC. Nanjing Yitian Biotech Co., Ltd. was established in the PRC on January 6, 2017.
Nanjing Yitian Biotech Co., Ltd. wholly owns a subsidiary, Beijing Yitan Jiarui Technology Co. Ltd., which was established in the PRC
on October 20, 2017. Both were established to carry out marketing and clinical services in the PRC.

 On June 8, 2023, Shanghai Sglcell Biotech Co.,
Ltd. transferred its wholly owned subsidiary, Nanjing Yitian Biotech Co., Ltd. and its subsidiary, Beijing Yitan Jiarui Technology Co.,
Ltd., to independent third-party individuals at aggregate consideration of CNY 500,000 (approximately US$ 71,942 ) without any other obligations
arising from the transfer. Nanjing Yitian Biotech Co., Ltd. and its subsidiary, Beijing Yitan Jiarui Technology Co., Ltd. have not commenced
business activity since it was acquired on January 1, 2022 and the Company believed the transfer will improve in operational efficiency.
The consideration is determined by the Company according to the net assets appraisal report issued by an independent third-party appraisal
company on May 31, 2023, as of the date of May 31, 2023, the net assets value of Nanjing Yitian Biotech Co., Ltd. and its subsidiary,
Beijing Yitan Jiarui Technology Co., Ltd., was CNY 498,587 (approximately US$ 71,739 ).

 On June 9, 2023, Shandong Sglcell Biotech Co.,
Ltd., the wholly owned subsidiary of Shanghai Sglcell Biotech Co., Ltd., was transferred to independent third-party individuals at zero
consideration without any other obligations arising from the transfer. Shandong Sglcell Biotech Co., Ltd. has been inactive since it was
incorporated on July 8, 2022 and the Company believed the transfer will improve in operational efficiency. The consideration is determined
by the Company according to the net assets appraisal report issued by an independent third-party appraisal company on May 31, 2023, as
of the date of May 31, 2023, the net assets value of Shandong Sglcell Medical Devices Co., Ltd., was zero .
 
 5 

 (3) 
 Subsidiary established under Advanced Biomed HK Limited 

 Advanced Biomed HK Limited incorporated a wholly
owned subsidiary, Sglcell (Huangshan) Biotech Co., Ltd., in the PRC on March 4, 2022; it was established for the expected future manufacturing
of medical devices in the PRC.

 On June 15, 2023, Sglcell (Huangshan) Biotech
Co., Ltd., the wholly owned subsidiary of Advanced Biomed HK Limited, was transferred to an independent third-party corporation at zero
consideration without any other obligations arising from the transfers. Sglcell (Huangshan) Biotech Co., Ltd. has been dormant since its
incorporation date from March 4, 2022 and the Company believed the transfer will improve in operational efficiency. The consideration
is determined by the Company according to the net assets appraisal report issued by an independent third-party appraisal company on May
31, 2023, as of the date of May 31, 2023, the net assets value of Shandong Sglcell Medical Devices Co., Ltd., was zero .

 (4) 
 Reorganization of Advanced Biomed Inc. (Taiwan) 

 Advanced Biomed Inc. (Taiwan) was established
in Taiwan on September 1, 2014. It is primarily focused on mainly operates as a research and development of new center for technologies
in the field of oncology to help efficiently and cost-effectively identify and diagnose cancer cells.

 On date of incorporation, July 16, 2021 , the Company
issued 8,000,000 shares to Dr. Hung To Pau. On March 15, 2022, Dr. Hung To Pau transferred all of his 8,000,000 shares to Sglcell Ltd,
an exempted company incorporated under the law of Cayman Islands, the sole shareholder of which is Dr. Hung To Pau for a total consideration
of $ 8,000 . The Company was dormant and has no substantive assets. On June 8, 2022, Sglcell Ltd transferred all of its 8,000,000 shares
to Dr. Yi Lu for a total consideration of $ 8,000 . In July 2022, the Company consummated a reorganization of Advanced Biomed Inc. (Taiwan)
under share exchange arrangement of its then existing stockholders, who collectively owned all the equity interests of Advanced Biomed
Inc. (Taiwan) prior to the reorganization, transferred their respective shares in Advanced Biomed Inc. (Taiwan) to the Company. Prior
to the re-organization, Advanced Biomed Inc. (Taiwan) was directly owned and controlled by Dr. Yi Lu and Chen-Yi Lee with 99.93 % and 0.07 %
beneficial ownership interest, respectively.

 The Share Exchange 

 Pursuant to a share exchange agreement (the “Agreement”)
dated July 11, 2022, Dr. Yi Lu and Chen-Yi Lee transferred their respective shares in Advanced Biomed Inc. (Taiwan) at the time of the
Agreement, representing in aggregate 100 % of the issued share capital of Advanced Biomed Inc. (Taiwan), to the Company. The consideration
for the share transfers was satisfied by the allotment and issuance of an aggregate of 385,257 fully paid up shares of common stock to
Dr. Yi Lu and Chen-Yi Lee. Following the completion of the share exchange and related issuances by and among the Company, Dr. Yi Lu and
Chen-Yi Lee, Advanced Biomed Inc. (Taiwan) ultimately became a wholly-owned subsidiary of the Company, and Dr. Yi Lu and Chen-Yi Lee became
the beneficial owners of the Company with percentage ownerships of 99.99 % and 0.01 % as of August 12, 2022.

 Subsequently, on October 24, 2022, the Company
issued 365,368 shares to Chen-Yi Lee, and on October 24, 2022, the Company also issued 2,730,000 shares to Advance On Ventures Limited,
a company incorporated under the law of British Virgin Islands (the “Ventures Limited”), the beneficial owners of which are
employees of Advanced Biomed Taiwan. The Company issued 4,405,625 shares, 2,193,750 shares, 2,060,000 shares, 1,511,250 shares, 1,243,750 
shares, 1,230,000 shares respectively to Dr. Hung To Pau, Yimin Jin, Xiaoyuan Luo, Nanzhen Shen, Jian Wang and Qiang Chen pursuant to
the Debt-For-Equity Exchange Agreement the Company entered into with the abovementioned stockholders on June 30, 2022 to settle debt of
a total amount of NTD 174,020,033 and RMB 22,200,000 (approximately $ 9.04 million). On October 25, 2022, the Company issued 625,000 shares
to Hanyu Assets Co. Ltd. pursuant to the Investment Agreement the Company entered into with Hanyu Assets Co. Ltd. on June 6, 2022, and
the Company issued 250,000 shares to Newlink Technology Inc. pursuant to the Investment Agreement the Company entered into with Newlink
Technology Inc. on June 6, 2022.

 Upon completion of the reorganization, Dr. Yi
Lu’s percentage of ownerships of the Company became 33.54 % as of October 25, 2022.
 
 6 

 On November 7, 2022, the Company obtained the
approval of the Investment Commission of the Ministry of Economic Affairs (“Taiwan Investment Commission”) for the reorganization,
and the issuance number of which is “經審一字第11100116890號”. Additionally, the Bureau
of Economic Development of Tainan City Government has also approved the reorganization in accordance with the Taiwan Company Act on December
26, 2022.

 Pursuant to this reorganization, the Company determined
that Advanced Biomed Inc. (Taiwan) is the predecessor entity as the Company is an investment holding company with no business activities
carried out and all of the business of Advanced Biomed Inc. (Taiwan) acquired formed substantially all of the business of the Company
under Rule 405 of Regulation C. To reflect the real economic substance of the Company’s business under the reorganization, the accompanying
unaudited interim consolidated financial statements were prepared assuming that the share exchange transaction, as disclosed above has
been completed, and the Company exercises control of Advanced Biomed Inc. (Taiwan). The transaction detailed above has been accounted
for as reverse takeover and recapitalization of the Company; whereby the Company (the legal acquirer) is considered the accounting acquiree,
and Advanced Biomed Inc. (Taiwan)(the legal acquiree) is considered as the accounting acquirer. This transaction is deemed to be a continuation
of the business of Advanced Biomed Inc. (Taiwan); therefore, no goodwill has been recorded for this transaction, and the Company’s
historical financial information prior to the date of the recapitalization transaction is that of Advanced Biomed Inc. (Taiwan) and historical
changes in stockholders’ deficit and its results of operations have been presented from the beginning of the first period presented.
The above-mentioned equity is before the stock split on May 16, 2023.

 The Company and its subsidiaries are in the table
as follows:

 Percentage of effective ownership 
 
 Name Date of 
 Incorporation December 31,
 2024 June 30,
 2024 Place of 
 incorporation 
 Principal 
 Activities 
 Advanced Biomed Inc. July 16, 2021 -
 -
 Nevada Investment holding 
 Advanced Biomed Inc. (Taiwan) September 1, 2014 100 % 100 % Taiwan Research and development of various advanced and innovative microfluidic biochip technologies, and provide the leading application of such technologies in precision oncology detection, diagnosis and treatment 
 Advanced Biomed HK Limited August 10, 2021 100 % 100 % Hong Kong Market development 
 Shanghai Sglcell Biotech Co., Ltd. April 12, 2019 100 % 100 % People’s Republic of China Clinical-related business 
 
 The accompanying unaudited interim condensed consolidated
financial statements are presented assuming that the Company was in existence at the beginning of the first period presented.
 
 7 

 2. LIQUIDITY AND GOING CONCERN 

 The accompanying unaudited interim condensed consolidated
financial statements have been prepared in conformity with U.S. GAAP which contemplates continuation of the Company on a going concern
basis. The going concern basis assumes that assets are realized, and liabilities are settled in the ordinary course of business at amounts
disclosed in the consolidated financial statements. The Company’s ability to continue as a going concern depends upon its ability
to develop, register and obtain regulatory approval for commercial sell of its products to generate positive operating cash flows. For
the six-month period ended December 31, 2024, the Company reported net loss of $ 1,173,484 . In addition, the Company had net cash outflows
of $ 871,521 from operating activities for the six-month period ended December 31, 2024 and net current liabilities of $ 689,903 as of December
31, 2024. These conditions give rise to substantial doubt as to whether the Company will be able to continue as a going concern.

 To sustain its ability to support the Company’s
operating activities, the Company may have to consider supplementing its available sources of funds through the following sources:

 ● 
 cash generated from upcoming operations; and 

 ● 
 financial support from the Company’s related party and stockholders as well as third parties. 

 Management has commenced a strategy to raise debt
and equity and certain related parties have waived off the amount due to them as of June 30, 2024 amounted to $ 2,820,624 in order to improve
the Company’s working capital. However, there can be no certainty that these additional financings will be available on acceptable
terms or at all. If management is unable to execute this plan, there would likely be a material adverse effect on the Company’s
business. All of these factors raise substantial doubt about the ability of the Company to continue as a going concern. The unaudited
interim condensed consolidated financial statements for the six-month periods ended December 31, 2024 and 2023 have been prepared on a
going concern basis and do not include any adjustments to reflect the possible future effects on the recoverability and classifications
of assets or the amounts and classifications of liabilities that may result from the inability of the Company to continue as a going concern.
 
 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

 (a) Basis of presentation 
 
 The accompanying unaudited interim condensed consolidated
financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US
GAAP”) and pursuant to the regulations of the Securities and Exchange Commission (“SEC”).
 
 (b) Consolidation 
 
 The unaudited interim condensed consolidated financial
statements include the financial statements of the Company and its subsidiaries. All inter-company transactions, if any, and balances
due to, due from, long-term investment subsidiary, and registered paid in capital have been eliminated upon consolidation.
 
 Business combinations are accounted for using
the acquisition method of accounting. Under the acquisition method, assets acquired, and liabilities assumed are recorded at their respective
fair values as of the acquisition date in the Company’s consolidated financial statements. Any excess fair value of consideration
transferred over the fair value of the net assets acquired is recorded as goodwill. Contingent consideration obligations incurred in connection
with the business combination are recorded at their fair values on the acquisition date and remeasured at their fair values each subsequent
reporting period until the related contingencies are resolved. The resulting changes in fair values are recorded in the consolidated statements
of operations.
 
 When the Company determines that assets acquired
do not meet the definition of a business under the acquisition method of accounting, acquired assets is expensed, no goodwill is recorded,
and any contingent consideration is recognized only when it becomes payable or is paid.
 
 8 

 (c) Use of estimates 
 
 The preparation of financial statements in conformity
with accounting principles generally accepted in the U.S. GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to useful lives for property,
plant and equipment and intangible assets, fair value of financial instruments, assumptions used in assessing right of use assets, impairment
of long-lived assets, property, plant and equipment, intangible assets and uncertain tax position. Actual results could vary from the
estimates and assumptions that were used.
 
 (d) Stock split 
 
 On May 16, 2023, the Company effected a forward
share split of all issued and outstanding shares of 25,000,000 shares at a ratio of 1-to-4. As a result of the forward split, the Company
now have 100,000,000 common stock issued and outstanding as of the date hereof. The Company believed it is appropriate to reflect the
above transactions on a retroactive basis similar to share split or dividend pursuant to ASC 260. All references made to share or per
share amounts in the accompanying unaudited interim condensed consolidated financial statements and applicable disclosures have been retroactively
adjusted to reflect the 4 for 1 share split. The shares of common stock retain a par value of $ 0.001 per share. Accordingly, an amount
equal to the par value of the increased shares resulting from the share split was reclassified from “Additional paid-in capital”
to “Common stock”.
 
 (e) Risks and uncertainties 
 
 The main operations of the Company are located
in Taiwan and mainland China. Accordingly, the Company’s business, financial condition, and results of operations may be influenced
by political, economic, and legal environments in Taiwan and mainland China, as well as by the general state of the economy in these two
countries. The Company’s results may be adversely affected by changes in the political, regulatory and social conditions in these
two countries.
 
 The Company continues to face relative uncertainty
as to the remaining intensity and duration of and the nature and timeline for recovery from the COVID-19 pandemic going forward and how
all of that impacts the Company, including the extent to which potentially permanent changes clinical trial operations have been caused
by the pandemic. The Company has taken the approach of managing the pandemic (to the extent that it continues to remain a significant
factor) via strengthening its balance sheet and cash assets and avoiding debt while focusing on cost controls.
 
 The Company’s business, financial condition
and results of operations may also be negatively impacted by risks related to natural disasters, extreme weather conditions, health epidemics
and other catastrophic incidents, which could significantly disrupt the Company’s operations.
 
 (f) Foreign currency translation and transaction
and convenience translation 
 
 The accompanying unaudited interim condensed consolidated
financial statements are presented in the US Dollar (“US$”), which is the reporting currency of the Company. The functional
currency of the Company is the US$. Advanced Biomed Inc. (Taiwan) use New Taiwan dollar (“NT$”) as its functional currency.
Advanced Biomed HK Limited uses Hong Kong dollars (“HKD”) and Shanghai Sglcell Biotech Co., Ltd., Nanjing Yitian Biotech Co.,
Ltd., Beijing Yitan Jiarui Technology Co., Ltd., Shandong Sglcell Medical Devices Co., Ltd., Sglcell (Huangshan) Biotech Co., Ltd use
Chinese Yuan Renminbi (“CNY”) as their functional currencies.
 
 Assets and liabilities denominated in currencies
other than the reporting currency are translated into the reporting currency at the rates of exchange prevailing at the balance sheet
date. Translation gains and losses are recognized in the consolidated statements of income and comprehensive income as other comprehensive
income or loss. Transactions in currencies other than the reporting currency are measured and recorded in the reporting currency at the
exchange rate prevailing on the transaction date. The cumulative gain or loss from foreign currency transactions is reflected in the unaudited
interim condensed consolidated statements of income and comprehensive income as other income (other expense).
 
 9 

 The value of foreign currencies including, the
NT$, CNY and HKD, may fluctuate against the US Dollar. Any significant variations of the aforementioned currencies relative to the US
Dollar may materially affect the Company’s financial condition in terms of reporting in US Dollar. The following table outlines
the currency exchange rates that were used in preparing the accompanying unaudited interim condensed consolidated financial statements: 
 
 December 31, 
 2024 
 
 June 30, 
 2024 
 
 US$ to NT$ fiscal year end 
 32.79 
 32.45 

 US$ to NT$ average rate 
 32.31 
 31.83 

 US$ to CNY fiscal year end 
 7.30 
 7.27 

 US$ to CNY average rate 
 7.18 
 7.23 

 US$ to HKD fiscal year end 
 7.77 
 7.81 

 US$ to HKD average rate 
 7.79 
 7.82 

 (g) Fair value measurement 
 
 Accounting guidance defines fair value as the
price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded
at fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions
that market participants would use when pricing the asset or liability.
 
 Accounting guidance establishes a fair value hierarchy
that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant
to the fair value measurement. Accounting guidance establishes three levels of inputs that may be used to measure fair value:
 
 ● 
 Level 1 applies to assets or liabilities for which there are quoted prices, in active markets for identical assets or liabilities. 

 ● 
 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical asset or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. 

 ● 
 Level 3 applies to asset or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. 

 Cash, other current assets, leases payable, accounts
payables, accruals and other current liabilities are financial assets and liabilities. Cash, other current assets, accounts payable, accruals
and other current liabilities are subject to fair value measurement; however, because of their being short term in nature management believes
their carrying values approximate their fair value. Financial instruments are fair value financial assets that are marked to fair value
and are accounted for under as Level 3 under the above hierarchy. The Company accounts for bank loans and lease payables at amortized
cost and has elected NOT to account for them under the fair value hierarchy.
 
 (h) Related parties 
 
 We adopted ASC 850, Related Party Disclosures,
for the identification of related parties and disclosure of related party transactions for the six-month periods ended December 31, 2024
and 2023.
 
 10 

 (i) Cash 
 
 Cash consists of cash on hand, the Company’s
demand deposit placed with financial institutions, which have original maturities of less than three months and unrestricted as to withdrawal
and use. Deposits are held at highly liquid and well capitalized financial institutions. Risk of loss is not expected by management.
 
 (j) Intangible assets, net 
 
 The Company’s intangible assets are stated
at cost less accumulated amortization and impairment, if any, and amortized on a straight-line basis over the estimated useful lives of
the assets.
 
 Category Estimated 

useful lives 
 
 Software 3 years 
 Patents 6 years 
 
 Software represents purchased software and is
amortized straight-line over the Company’s estimates to generate economic benefits from such software, generally three years.
 
 Patents represent the estimated fair value assigned
to finite-lived intangible assets acquired in a transaction that is accounted for as an acquisition of assets rather than a business combination
are initially recognized in accordance with other application GAAP. Any consideration transferred in excess of the fair value of the assets
acquired is allocated to each asset acquired on a relative fair value basis. Amortization is computed using the straight-line method over
the estimated useful lives of the respective finite-lived intangible assets, generally six years. Intangible assets are reviewed for impairment
at least annually or more frequently if indicators of potential impairment exist. The Company reviews finite-lived intangible assets for
impairment at least annually or more frequently if events or changes in circumstances indicate that the carrying value of the assets might
not be recoverable. If the carrying value of an finite-lived intangible asset exceeds its fair value, then it is written down to its adjusted
fair value. As of December 31, 2024 and June 30, 2024, the Company had finite-lived intangible assets of US$ 1.6 million of purchased patents
from the acquisition of Shanghai Sglcell Biotech Co., Ltd. The accumulated impairment allowance recognized was approximately US$ 1.6 million
as of December 31, 2024 and June 30, 2024, respectively, as management assessed that there were changes in circumstances indicate that
the carrying value of the assets might not be recoverable.
 
 (k) Equipment, net 
 
 Equipment, net are stated at cost less accumulated
depreciation and impairment, if any, and depreciated on a straight-line basis over the estimated useful lives of the assets. Cost represents
the purchase price of the asset and other costs incurred to bring the asset into its intended use. Estimated useful lives are as follows: 
 
 Category 
 Estimated 

useful lives 

 Lab equipment 
 3 to 5 years 

 Computer equipment 
 3 to 5 years 

 Furniture and fixtures 
 3 to 5 years 

 Leasehold improvements 
 3 years 

 Expenditure for repair and maintenance costs,
which do not materially extend the useful lives of the assets, are charged to expenses as incurred, whereas the expenditure for major
renewals and betterment that substantially extends the useful lives of property and equipment are capitalized as additions to the related
assets. Retirements, sales and disposals of assets are recorded by removing the costs, accumulated depreciation and impairment with any
resulting gain or loss recognized in the consolidated statements of operations and comprehensive loss.
 
 (l) Deferred Initial Public Offering (“IPO”) costs 
 
 The Company complies with the requirement of the
ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Initial public
offering expense directly attributable to offering of securities are deferred and would be charged against the gross proceeds of the offering,
as a reduction in share capital. These deferred expenses mainly consist of underwriting, legal and other expenses incurred through the
balance sheet date that are directly related to the intended IPO. Should the IPO prove to be unsuccessful, these deferred initial public
offering costs, as well as additional expenses to be incurred, will be charged to operations. As of December 31, 2024 and June 30, 2024,
the Company capitalized US$ 672,471 and US$ 638,871 of deferred initial public offering costs.
 
 11 

 (m) Impairment of long-lived assets 
 
 The Company reviews its long-lived assets for
impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When
these events occur, the Company measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted
future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted
cash flow is less than the carrying amount of the assets, the Company would recognize an impairment loss, which is the excess of carrying
amount over the fair value of the assets, using the expected future discounted cash flows. As of December 31, 2024 and June 30, 2024,
the Company had finite-lived intangible assets of US$ 1.6 million of purchased patents from the acquisition of Shanghai Sglcell Biotech
Co., Ltd. The accumulated impairment allowance recognized was approximately US$ 1.6 million as of December 31, 2024 and June 30, 2024,
respectively, as management assessed that there were changes in circumstances indicate that the carrying value of the assets might not
be recoverable.
 
 (n) Commitments and contingencies 
 
 In the normal course of business, the Company
is subject to commitments and contingencies, including operating lease commitments, legal proceedings and claims arising out of its business
that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such
contingency if it determines it is probable that a loss will occur, and a reasonable estimate of the loss can be made. The Company may
consider many factors in making these assessments on liability for contingencies, including historical and the specific facts and circumstances
of each matter.
 
 (o) Research and development expenses 
 
 Research and development expenses include costs
directly attributable to the conduct of research and development programs, including licensing fees, cost of salaries, payroll taxes and
other employee benefits, subcontractors and materials used for research and development activities, including clinical trials, manufacturing
costs and professional services. All costs associated with research and developments are expensed as incurred.
 
 The Company has already started the registration
process and plans to start the clinical research by the end of June 2025, which are expected to end in April 2026, and we expect to obtain
the required registration certificate by October 2027. As of December 31, 2024, the Company has not commenced sales of the products nor
have any revenue-generating products and do not expect sales of revenue-generating product candidates until the Company has completed
clinical development, submitted regulatory filings, and received applicable regulatory approvals for candidate products.
 
 Hence, the Company incurred its research and development
cost during the six-month periods ended December 31, 2024 and 2023, which is in compliance under ASC 730-10-25.
 
 (p) General and administrative expenses 
 
 General and administrative expenses mainly consist
of staff cost, depreciation, office supplies and upkeep expenses, travelling and entertainment, legal and professional fees, property
and related expenses, other miscellaneous administrative expenses.
 
 (q) Operating leases 
 
 Prior to the adoption of ASC 842 on January
1, 2019: 
 
 Leases, mainly leases of factory buildings, offices
and employee dormitories, where substantially all the rewards and risks of ownership of assets remain with the lessor are accounted for
as operating leases. Payments made under operating leases are recognized as an expense on a straight-line basis over the lease term. The
Company had no finance leases for any of the periods stated herein.
 
 12 

 Upon and hereafter the adoption of ASC 842
on January 1, 2019: 
 
 The Company determines if an arrangement is a
lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liability,
and operating lease liability, non-current in the Company’s consolidated balance sheets. ROU assets represent the Company’s
right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments
arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease
payments over the lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is
reasonably certain that it will exercise that option, if any. As the Company’s leases do not provide an implicit rate, the Company
used an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.
The Company has elected to adopt the following lease policies in conjunction with the adoption of ASU 2016-02: (i) for leases that have
lease terms of 12 months or less and does not include a purchase option that is reasonably certain to exercise, the Company elected not
to apply ASC 842 recognition requirements; and (ii) the Company elected to apply the package of practical expedients for existing arrangements
entered into prior to January 1, 2019 to not reassess (a) whether an arrangement is or contains a lease, (b) the lease classification
applied to existing leases, and (c) initial direct costs.
 
 (r) Income Taxes 
 
 The Company accounts for income taxes using the
asset and liability approach which allows the recognition and measurement of deferred tax assets to be based upon the likelihood of realization
of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax
purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will expire before the Company
is able to realize their benefits, or future deductibility is uncertain.
 
 Under ASC 740, a tax position is recognized as
a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination
being presumed to occur. The evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not
that a tax position will be sustained upon examination, including the resolution of any related appeals or litigations based on the technical
merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount
of benefits recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 
percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition
threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that
no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the
threshold is no longer satisfied. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense
in the year incurred. No significant penalty or interest relating to income taxes has been incurred for the six-month periods ended December
31, 2024 and 2023. GAAP also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods,
disclosures and transition.
 
 Valuation of Deferred Tax Assets 
 
 A valuation allowance is recorded to reduce the
Company’s deferred tax assets to the amount that is more likely than not to be realized. In assessing the need for the valuation
allowance, management considers, among other things, projections of future taxable income and ongoing prudent and feasible tax planning
strategies. If the Company determines that sufficient negative evidence exists, then it will consider recording a valuation allowance
against a portion or all of the deferred tax assets in that jurisdiction. If, after recording a valuation allowance, the Company’s
projections of future taxable income and other positive evidence considered in evaluating the need for a valuation allowance prove, with
the benefit of hindsight, to be inaccurate, it could prove to be more difficult to support the realization of its deferred tax assets.
As a result, an additional valuation allowance could be required, which would have an adverse impact on its effective income tax rate
and results. Conversely, if, after recording a valuation allowance, the Company determines that sufficient positive evidence exists in
the jurisdiction in which the valuation allowance was recorded, it may reverse a portion or all of the valuation allowance in that jurisdiction.
In such situations, the adjustment made to the deferred tax asset would have a favorable impact on its effective income tax rate and results
in the period such determination was made.
 
 13 

 (s) Loss per share 
 
 Loss per share is computed by dividing net loss
attributable to common stockholders by the weighted average number of common stock outstanding during the year. Diluted earnings
per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted
into common stock.
 
 (t) Recent accounting pronouncements 
 
 In October 2021, the FASB issued ASU 2021-10,
Codification Improvements. The amendments in this Update represent changes to clarify the Codification or correct unintended application
of guidance that are not expected to have a significant effect on current accounting practice or create a significant administrative cost
to most entities. The amendments in this Update affect a wide variety of Topics in the Codification and apply to all reporting entities
within the scope of the affected accounting guidance. ASU 2021-10 is effective for annual periods beginning after December 15, 2021 for
public business entities. Early application is permitted. The amendments in this Update should be applied retrospectively. The Company
does not expect the adoption of this standard to have a material impact on its consolidated financial statements.
 
 In October 2023, the FASB issued ASU 2023-06,
“Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.”
This amendment incorporates certain U.S. Securities and Exchange Commission (SEC) disclosure requirements into the FASB Accounting Standards
Codification. The amendments in the ASU are expected to clarify or improve disclosure and presentation requirements of a variety of Codification
Topics, allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not
previously subject to the requirements, and align the requirements in the Codification with the SEC’s regulations. For entities
subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements with or
to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer,
the effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules. For all other
entities, the amendments will be effective two years later. However, if by June 30, 2027, the SEC has not removed the related disclosure
from its regulations, the amendments will be removed from the Codification and not become effective for any entity. The Company does not
expect the adoption of ASU 2023-06 to have a material impact on its consolidated financial statements.
 
 In November 2023, the FASB issued ASU 2023-07,
Segment Reporting (Topic 280) — Improvements to Reportable Segment Disclosures. The amendment requires entities to report
a measure of segment profit or loss that the chief operating decision maker uses to assess segment performance and make decisions about
allocating resources. The amendment also requires other specified segment items and amounts, such as depreciation, amortization, and depletion
expense, to be disclosure under certain circumstances. The amendment does not change or remove those disclosure requirements and also
does not change how an entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds
to determine its reportable segments. This amendment is effective for the Group’s consolidated financial statements issued for annual
periods beginning after December 15, 2023. Early adoption is permitted. The Group is currently evaluating the impact of adopting this
amendment.
 
 In December 2023, the FASB issued ASU 2023-09,
Income Taxes (Topic 740) — Improvements to income Tax Disclosures. The amendment in this update are effective for annual
periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods
beginning after December 15, 2025. Early adoption is permitted for annual financial statements that have not yet been issued or made available
for issuance.
 
 In March 2024, the FASB issued ASU 2024-01, Compensation
— Stock Compensation (Topic 718) — Scope Application of Profits Interest and Similar Award. For public business
entities, the amendments in this Update are effective for annual periods beginning after December 15, 2024, and interim periods within
those annual periods. For all other entities, the amendments are effective for annual periods beginning after December 15, 2025, and interim
periods within those annual periods. Early adoption is permitted for both interim and annual financial statements that have not yet been
issued or made available for issuance. If an entity adopts the amendments in an interim period, it should adopt them as of the beginning
of the annual period that includes that interim period.
 
 Except as mentioned above, the Company does not
believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s
consolidated balance sheets, statements of operations and comprehensive loss and statements of cash flows.
 
 14 

 4. PREPAID EXPENSES AND OTHER CURRENT ASSETS,
NET 

 December 31, 
 2024 
 June 30, 
 2024 

 US$ 
 US$ 

 (unaudited) 
 
 Tax refundable 
 206,895 
 161,142 

 Other receivables 
 48,990 
 44,035 

 Prepayment 
 225,771 
 237,960 

 Total prepaid expenses and other current assets 
 481,656 
 443,137 

 Less: allowance for credit losses 
 -
 
 -
 
 Total prepaid expenses and other current assets 
 481,656 
 443,137 

 5. EQUIPMENT, NET 

 Equipment, net, consists of the following:

 December 31, 
 2024 
 
 June 30, 
 2024 

 US$ 
 US$ 

 (unaudited) 
 
 Lab equipment 
 1,484,810 
 1,486,392 

 Computer equipment 
 31,582 
 31,746 

 Furniture and fixtures 
 35,136 
 35,332 

 Leasehold improvements 
 200,629 
 201,515 

 1,752,157 
 1,754,985 

 Less: accumulated depreciation 
 ( 1,351,150 ) 
 ( 1,230,457 ) 

 Equipment, net 
 401,007 
 524,528 

 Depreciation expenses were approximately US$ 65,517 
and US$ 57,899 for the three-month periods ended December 31, 2024 and 2023, respectively. Depreciation expenses were approximately US$ 132,807 
and US$ 96,688 and for the six-month periods ended December 31 2024 and 2023, respectively.
 
 6. INTANGIBLE ASSETS, NET 

 The following table summarizes the carrying amount
of the Company’s finite-lived intangible assets:

 December 31, 
 2024 
 June 30,

 2024 

 US$ 
 US$ 

 (unaudited) 
 
 Acquired technology 
 365,277 
 391,016 

 Less: accumulated amortization 
 ( 314,761 ) 
 ( 272,018 ) 

 50,516 
 118,998 

 Finite-lived intangible assets are carried at
cost less accumulated amortization. Amortization expense was approximately US$ 33,554 and US$ 31,692 for the three-month periods ended December
31, 2024 and 2023, respectively. Amortization expense was approximately US$ 68,482 and US$ 65,987 for the six-month periods ended December
31, 2024 and 2023, respectively.
 
 15 

 December 31, 
 2024 
 
 June 30, 
 2024 
 
 US$ 
 US$ 

 (unaudited) 
 
 Acquired patents through acquisition 
 1,617,974 
 1,617,974 

 Less: impairment 
 ( 1,617,974 ) 
 ( 1,617,974 ) 

 —
 
 —
 
 As of December 31, 2024 and June 30, 2024, the
Company had finite-lived intangible assets of US$ 1.6 million of purchased patents from the acquisition of Shanghai Sglcell Biotech Co.,
Ltd. The accumulated impairment allowance recognized was US$ 1,617,974 as of December 31, 2024 and June 30, 2024, respectively, as management
assessed that there were changes in circumstances indicate that the carrying value of the assets might not be recoverable.
 
 7. ACCOUNTS PAYABLE, ACCRUALS AND OTHER CURRENT
LIABILITIES 

 Account Payable, accrued expenses and other liabilities
consists of the following:

 December 31, 
 2024 
 June 30, 
 2024 

 US$ 
 US$ 

 (unaudited) 
 
 Accounts Payable 
 617,865 
 620,476 

 Payroll payable 
 145,295 
 77,113 

 Amount due to related parties – major stockholders * 
 355,433 
 113,812 

 Amount due to related parties – related corporations** 
 1,267,052 
 674,262 

 Other payable# 
 1,209,448 
 1,184,586 

 3,595,093 
 2,670,249 

 * The amount due to the Company’s major stockholders as
of December 31, 2024 and June 30, 2024 are non-trade, unsecured, interest-free and repayable on demand. 

 ** The amount due to related corporations, which the Company’s
major stockholders have controlling equity interest in, as of December 31, 2024 and June 30, 2024 are non-trade, unsecured, interest-free
and repayable on demand. 

 # The amount consists of payables owed to third party creditors,
which are unsecured, interest-free and repayable on demand, and other payables due to operational use. 

 8. OTHER INCOME (EXPENSE), NET 

 For the three-month periods 
 ended December 31, 
 
 For the six-month periods 
 ended December 31, 
 
 2024 
 2023 
 2024 
 2023 

 US$ 
 US$ 
 US$ 
 US$ 

 (Unaudited) 
 (Unaudited) 
 (Unaudited) 
 (Unaudited) 

 Other expense, net 
 ( 32,077 ) 
 ( 719 ) 
 ( 29,736 ) 
 ( 115 ) 

 Foreign exchange gain (loss) 
 ( 365,515 ) 
 486,710 
 ( 113,419 ) 
 155,021 

 Other income (expense), net 
 ( 397,592 ) 
 485,991 
 ( 143,155 ) 
 154,906 

 16 

 9. EQUITY 

 For the sake of undertaking a public offering
of the Company’s common stock, the Company has performed a series of re-organizing transactions resulting in 20,000,000 of common
stock and 20,000,000 of common stock outstanding as of December 31, 2024 and June 30, 2024 giving the retroactive effects to the 4 for
 1 share split effected on May 16, 2023 and 5 for 1 reverse share split effected on October 15, 2024. The Company has accounted for these
shares had they been issued and outstanding at the beginning of the first period presented. The Company only has one single class of common
stock that is accounted for as permanent equity.

 On May 16, 2023, the Company effected a forward
share split of all issued and outstanding shares of 25,000,000 shares at a ratio of 1-to-4. As a result of the forward split, the Company
now have 100,000,000 common stock issued and outstanding as of the date hereof. The Company believed it is appropriate to reflect the
above transactions on a retroactive basis similar to share split or dividend pursuant to ASC 260. All references made to share or per
share amounts in the accompanying unaudited interim condensed consolidated financial statements and applicable disclosures have been retroactively
adjusted to reflect the 4 for 1 share split. The shares of common stock retain a par value of $ 0.001 per share. Accordingly, an amount
equal to the par value of the increased shares resulting from the stock split was reclassified from “Additional paid-in capital”
to “Common stock”.

 On October 15, 2024, the Company effected the reverse
share split of all issued and outstanding shares of 100,000,000 shares at a ratio of 5 : 1 . As a result of the reverse share split, the
Company now have 20,000,000 common stock issued and outstanding as of the date hereof. Unless indicated or the context otherwise requires,
all number of common stock in this report has been retrospectively adjusted for the reverse share split, as if such reverse share
split occurred on the first day of the years presented.

 On March 07, 2025, the Company completed its initial
public offering. In this offering, the Company issued 1,640,000 Ordinary Shares at a price of US$ 4.00 per share. The Company received
gross proceeds in the amount of US$ 6.56 million before deducting any underwriting discounts or expenses. The Shares began trading on the
Nasdaq Capital Market on March 6, 2025 under the ticker symbol “ADVB.”
 
 10. INCOME TAXES 

 The Company is not an operating company but a
holding company incorporated in the State of Nevada and is considered U.S. tax resident under U.S. tax laws; accordingly, it is subject
to U.S. tax laws at a statutory tax rate of 21 %. The Company is subject to the State of Nevada tax laws at a tax rate of 0 %.

 The Company’s net deferred income tax assets
as of December 31, 2024 and June 30, 2024 consist of net operating loss carry forwards. The net operating loss carry forwards for U.S.
federal tax and Taiwan, China, Hong Kong tax purposes are available for carry forward indefinitely for use in offsetting taxable income.
The U.S. federal net operating loss carry forward offset is limited to up to 80 % of the taxable income.

 As of December 31, 2024 and June 30, 2024, the
Company had total net operating loss carry forwards of approximately $ 10,246,829 and $ 8,767,393 , which consists of China net operating
loss carry forwards of $ 4,355,204 and $ 3,817,009 , Taiwan net operating losses of $ 4,510,736 and $ 4,200,888 , Hong Kong net operating
loss carry forwards of $ 4,723 and $ 5,014 , and US net operating loss carry forwards of $ 1,376,166 and $ 744,480 .

 Taiwan 

 The Company’s operating
subsidiary, Advanced Biomed Inc. (Taiwan) is considered Taiwan tax resident enterprises under Taiwan tax laws; accordingly, it is subject
to enterprise income tax on its taxable income as determined under Taiwan tax laws at a statutory tax rate of 20 %.

 China 

 The Company’s operating
subsidiary, Shanghai Sglcell Biotech Co., Ltd. is considered PRC resident enterprises under Enterprise Income Tax Law of the PRC; accordingly,
it is subject to enterprise income tax on their taxable income as determined under Enterprise Income Tax Law of the PRC at a statutory
tax rate of 25 %.
 
 17 

 Hong Kong 

 Under the current Hong Kong
Inland Revenue Ordinance, a two-tier corporate income tax system was implemented in Hong Kong, which is 8.25 % for the first
HK$ 2.0 million taxable income, and 16.5 % for the subsequent taxable income generated from operations in Hong Kong. The Company’s
subsidiary, Advanced Biomed HK Limited is considered Hong Kong tax resident under Hong Kong Tax Law; accordingly, it is subject to corporate
income tax on its taxable income at 8.25 % with nil and nil for the six-months periods ended December 31, 2024, 2024 and 2023.

 The income tax provision consists of the following
component:

 For the three-month periods 
 ended December 31, 
 
 For the six-month periods 
 ended December 31, 
 
 2024 
 2023 
 2024 
 2023 

 US$ 
 US$ 
 US$ 
 US$ 

 (Unaudited) 
 (Unaudited) 
 (Unaudited) 
 (Unaudited) 

 Income tax expense 
 -
 
 -
 
 -
 
 -
 
 The following table reconciles the operating
profit to the Company’s effective tax rate:

 For
the six-month periods 

 ended December
31, 
 
 2024 
 2023 

 (unaudited) 
 (unaudited) 

 Loss before tax 
 ( 1,173,484 ) 
 ( 916,661 ) 

 Statutory income tax rate 
 21 % 
 21 % 

 Income tax expense calculated at the statutory tax rate 
 -
 
 -
 
 Effect of tax losses carry forwards 
 ( 2,068,779 ) 
 ( 1,759,272 ) 

 Effect of subsidiaries foreign income (loss) 
 2,068,779 
 1,759,272 

 Income tax expense 
 -
 
 -
 
 Effective tax rate 
 -
 % 
 - % 

 The component of deferred tax assets are as follows:

 December 31, 
 2024 
 
 June 30,
 2024 

 US$ 
 US$ 

 (unaudited) 
 
 Net operating losses carry forward 
 2,068,779 
 2,019,708 

 Valuation allowance 
 ( 2,068,779 ) 
 ( 2,019,708 ) 

 Deferred tax assets, net 
 -
 
 -
 
 In assessing
the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred
tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income
during the periods in which those temporary differences become deductible. Management considers the cumulative earnings and projected
future taxable income in making this assessment. Recovery of substantially all of the Company’s deferred tax assets is dependent
upon the generation of future income, exclusive of reversing taxable temporary differences. 
 
 18 

 11. STOCK OPTION 

 Effective from March 30, 2023, the Stock Incentive
Plan (the “2023 Plan”) was approved by the Company's Board of Directors. Under the 2023 Plan, the Board of Directors may grant
options or purchase rights to purchase common stock to officers, employees, and other persons who provide services to the Company or any
related company. The participants to whom awards are granted, the type of awards granted, the number of shares covered for each award,
and the purchase or exercise price, conditions and other terms of each award are determined by the Board of Directors, except that the
term of the options shall not exceed 10 years. A total of 15 million shares of our common stock are subject to the 2023 Plan and maybe
either a qualified or non-qualified stock option. The shares issued for the 2023 Plan may be either treasury or authorized and unissued
shares. As of the date of this prospectus, the Company has granted no stock options to purchase any shares of the common stock under the
2023 Plan.
 
 12. RELATED PARTY TRANSACTIONS 

 These related parties of the Company with whom
transactions are reported in these financial statements are as follows:

 Name of Related Party Relationship to Us 
 Yi Lu, Ph.D. Chairman of the Board and Chief Executive Officer of the Company 
 Hung To Pau, Ph.D. Director, Secretary and Shareholder of the Company 
 Steven I-Fang Cheng, Ph.D. Chief Technology Officer of the Company 
 Chen-Yi Lee Chen-Yi Lee is the sole director and the controlling person of Advance On Ventures Limited, which owns 10.92% equity interest in the Company and has sole voting and dispositive power over shares beneficially owned by Advance On Ventures Limited. Chen-Yi Lee is also the Shareholder of the Company 
 Advance On Ventures Limited Shareholder of the Company 
 Well Fancy Development Ltd Hung To Pau is the director and shareholder of the entity 
 Shanghai Junfu Electronic Technology Co., Ltd. Hung To Pau is the legal person and shareholder of the entity 
 
 In the ordinary course of business, during the six-month
periods ended December 31, 2024 and 2023, the Company was involved in certain transactions, either at cost or current market prices, and
on the normal commercial terms with related parties. The following table provides the transactions with these parties for the years
as presented (for the portion of such period that they were considered related): 

 December 31, 
 2024 
 
 June 30, 

2024 

 US$ 
 US$ 

 (unaudited) 
 
 Amount due to related parties – major stockholders 
 
 Name of related party 
 
 Yi Lu, Ph.D. (1) 
 109,125 
 110,268 

 Chen-Yi Lee (2) 
 2,434 
 3,544 

 Hung To Pau, Ph.D. (3) 
 243,874 
 -
 
 355,433 
 113,812 

 Amount due to related parties – related corporations 
 
 Name of related party 
 
 Well Fancy Development Ltd (4) 
 506,705 
 -
 
 Shanghai Junfu Electronic Technology Co., Ltd. (5) 
 760,347 
 674,262 

 1,267,052 
 674,262 

 1. Advanced Biomed Inc. (Taiwan) entered into an unsecured, interest-free loan to Yi Lu, Ph.D. amounting to NTD 3,578,212 (approximately US$ 109,125 ) for general working capital in January 2023. As of December 31, 2024 and June 30, 2024, the loan balance due to Yi Lu amounted to US$ 109,125 and US$ 110,268 , respectively. 
 
 2. Payments of expenses on behalf of Advanced Biomed Inc. (Taiwan). 
 
 19 

 3. Advanced Biomed Inc.(HK) entered into one unsecured, interest-free loan to Hung To Pau, Ph.D. amounting to US$ 200,000 for general working capital in July 2024. And Shanghai Sglcell Biotech Co., Ltd entered into three unsecured, interest-free loans to Hung To Pau, Ph.D. amounting to RMB 122,566 (approximately US$ 16,792 ), RMB 121,681 (approximately US$ 16,670 ) and RMB 76,000 (approximately US$ 10,412 ) for general working capital in October 2024, November 2024 and December 2024. As of December 31, 2024, the loan balance due to Hung To Pau, Ph.D. totally amounted to US$ 200,000 and RMB 320,247 (approximately US$ 43,874 ) for general working capital. 
 
 4. Advanced Biomed Inc.(Taiwan) entered into four unsecured, interest-free loans to Well Fancy Development Ltd amounting to NTD 5,740,600 (approximately US$ 175,072 ), NTD 1,911,944 (approximately US$ 58,309 ), NTD 1,906,840 (approximately US$ 58,153 ) and NTD 3,121,500 (approximately US$ 95,196 ) for general working capital in July 2024, October 2024, November 2024 and December 2024. And Advanced Biomed Inc. entered into one unsecured, interest-free loan to Well Fancy Development Ltd amounting to US$ 119,975 for general working capital in November 2024. As of December 31, 2024, the loan balance due to Well Fancy Development Ltd totally amounted to NTD 12,680,884 (approximately US$ 386,730 ) and US$ 119,975 for general working capital. 
 
 Advanced Biomed Inc.(Taiwan) entered into ten unsecured, interest-free loans to Well Fancy Development Ltd amounting to NTD 2,967,700 (approximately US$ 91,455 ), NTD 2,989,873 (approximately US$ 92,138 ), NTD 4,270,200 (approximately US$ 131,593 ), NTD 1,945,000 (approximately US$ 59,938 ), NTD 1,858,120 (approximately US$ 57,261 ), NTD 2,912,200 (approximately US$ 89,744 ), NTD 2,890,065 (approximately US$ 89,062 ), NTD 5,857,750 (approximately US$ 180,516 ), NTD 4,356,145 (approximately US$ 134,242 ) and NTD 3,732,100 (approximately US$ 115,011 ) for general working capital in August 2022, April 2023, May 2023, June 2023, July 2023, August 2023, October 2023, December 2023, February 2024 and April 2024, respectively. And Advanced Biomed Inc. entered into five unsecured, interest-free loan to Well Fancy Development Ltd amounting to US$ 6,000 , $ 9,975 , $ 79,975 , $ 299,975 , $ 149,975 for general working capital in September 2021, July 2023, September 2023, December 2023, April 2024, respectively. As of June 30, 2024, the loan balance due to Well Fancy Development Ltd totally amounted to NTD 33,779,153 (approximately US$ 1,040,960 ) and amounted to US$ 545,900 for general working capital. And the total amount due to Well Fancy Development Ltd of NTD 33,779,153 (approximately US$ 1,040,960 ) and US$ 545,900 , totalling US$ 1,586,860 , have been waived off by Well Fancy Development Ltd on June 30, 2024. 
 
 5. Shanghai Sglcell Biotech Co., Ltd entered into five unsecured, interest-free loans to Shanghai Junfu Electronic Technology Co., Ltd. amounting to RMB 500,000 (approximately US$ 68,500 ) in April 2023, May 2023, June 2023 and September 2023, respectively, and RMB 700,000 (approximately US$ 95,900 ), RMB 1,500,000 (approximately US$ 205,497 ), RMB 700,000 (approximately US$ 95,900 ) and RMB 650,000 (approximately US$ 89,050 ) in January 2024, March 2024, June 2024 and October 2024, respectively, for general working capital. As of December 31, 2024 and June 30, 2024, the loan balance due to Shanghai Junfu Electronic Technology Co., Ltd totally amounted to RMB 5,550,000 (approximately US$ 760,347 ) and RMB 4,900,000 (approximately to US$ 674,262 ), respectively. 
 
 13. CONCENTRATIONS AND RISKS 

 Credit Risk 

 Credit risk is the potential financial loss to
the Company resulting from the failure of a customer or a counterparty to settle its financial and contractual obligations to the Company,
as and when they fall due. As the Company does not hold any collateral, the maximum exposure to credit risk is the carrying amounts of
other receivables (exclude prepayments) and cash and bank deposits presented on the consolidated balance sheets. The Company has no other
financial assets which carry significant exposure to credit risk.

 Liquidity Risk 

 Liquidity risk is the risk that the Company will
encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another
financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking
damage to the Company’s reputation.
 
 20 

 Typically, the Company ensures that it has sufficient
cash on demand to meet expected operational expenses for a period of 60 days, including the servicing of financial obligations; this excludes
the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.

 Foreign currency risk 

 Foreign currency risk is the risk that the fair
value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The company’s exposure to
the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities (when expense is denominated
in a foreign currency) and the Company’s net investments in foreign subsidiaries.

 Impact of Inflation 

 Inflation in Taiwan and PRC has not materially
affected the Company’s profitability and operating results. However, the Company can provide no assurance that we will be unaffected
by higher inflation rates in Taiwan and PRC or globally in the future.
 
 14. COMMITMENTS AND CONTINGENCIES 

 Contingencies 

 In the ordinary course of business, the Company may
be subject to legal proceedings regarding contractual and employment relationships and a variety of other matters. The Company records
contingent liabilities resulting from such claims, when a loss is assessed to be probable, and the amount of the loss is reasonably estimable.
In the opinion of management, there were no pending or threatened claims and litigation as of December 31, 2024 and up through April 15,
2025, the issuance date of these unaudited interim condensed consolidated financial statements.

 Lease commitment 

 The Company determines if a contract contains
a lease at inception. US GAAP requires that the Company’s leases be evaluated and classified as operating or finance leases for
financial reporting purposes. The classification evaluation begins at the commencement date and the lease term used in the evaluation
includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods
when the exercise of the renewal option is reasonably certain and failure to exercise such option which results in an economic penalty.

 The right-of-use assets relate to leases of office
premises and a dormitory for employees in the PRC and the laboratory in Taiwan.

 The recognized operating lease ROU assets and
lease liabilities as follows:

 December 31, 
 2024 
 June 30, 
 2024 

 US$ 
 US$ 

 (unaudited) 
 
 Operating lease ROU asset 
 241,267 
 126,740 

 December 31, 
 2024 
 
 June 30, 
 2024 

 US$ 
 US$ 

 (unaudited) 
 
 Operating lease liabilities 
 
 Current portion 
 233,701 
 62,211 

 Non-current portion 
 56,326 
 64,529 

 Total 
 290,027 
 126,740 

 21 

 As of December 31, 2024, future minimum lease
payments under the non-cancellable operating leases are as follows:

 Future payment 
 US$ 

 2025 
 168,366 

 2026 
 93,379 

 2027 
 34,095 

 2028 
 -
 
 2029 
 -
 
 Thereafter 
 -
 
 Total future lease payment 
 295,840 

 Less: imputed interest 
 ( 5,813 ) 

 Present value of operating lease liabilities 
 290,027 

 Operating lease liabilities, current portion 
 233,701 

 Operating lease liabilities, non-current portion 
 56,326 

 The following summarizes other supplemental information
about the Company’s operating lease as of December 31, 2024:

 Weighted average discount rate 3.69 % 
 Weighted average remaining lease term (years) 1.56 
 
 15. SUBSEQUENT EVENTS 

 The Company has assessed all events from December
31, 2024 through April 15, 2025, which is the date that these unaudited interim condensed consolidated financial statements are available
to be issued, unless as disclosed below, there are not any material subsequent events that require disclosure in these unaudited interim
condensed consolidated financial statements.

 On March 07, 2025, the Company completed its initial
public offering. In this offering, the Company issued 1,640,000 Ordinary Shares at a price of US$ 4.00 per share. The Company received
gross proceeds in the amount of US$ 6.56 million before deducting any underwriting discounts or expenses. The Shares began trading on the
Nasdaq Capital Market on March 6, 2025 under the ticker symbol “ADVB.”
 
 22 

 Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations 
 
 The following discussion should be read in
conjunction with our consolidated financial statements and the related notes contained elsewhere in this Report and in our other Securities
and Exchange Commission filings. The following discussion may contain predictions, estimates, and other forward-looking statements that
involve a number of risks and uncertainties, including those discussed under “Risk Factors” and elsewhere in this Report.
These risks could cause our actual results to differ materially from any future performance suggested below. 
 
 Overview 
 
 We are a holding company incorporated
in the State of Nevada. We operate through Advanced Biomed Taiwan and Advanced Biomed HK. Advanced Biomed Taiwan is responsible for the
main operation and the design and development of the company’s primary technologies and products. Since our establishment in 2014,
we have been focusing on the integration of multiple interdisciplinary technologies and established our own microfluidic technology platform.
Utilizing the physical and molecular biological characteristics of tumor cells, we have developed various advanced and original research
through the joint application of semiconductor technology and biotechnology. This includes complex precision structures, dielectric detection,
functional microfluidic biochips, microfluidic integrated semiconductor sensors, related application modules, and key components of medical
testing equipment. We have also developed a series of medical testing equipment and related products by integrating various functions
of microfluidic modules, automation software, and hardware. Our technologies and products can be used for early screening and detection,
diagnosis and staging, and treatment of cancer through the detection of circulating tumor cells and related tumor markers in blood samples,
capture of single circulating tumor cells, and single-cell sorting and determination. These products provide assistance in treatment selection
and patient prognosis intervention once the required licenses and approvals have been obtained. Advanced Biotech HK is our first localized
operation company, mainly responsible for market operation and management in China, localized production, product registration, and future
local market sales of our products in accordance with relevant local regulations in China. Our Shanghai subsidiary owns some of our R&D
equipment and patents and will be responsible for operations related to clinical trials in Mainland China through CROs. In the future,
we plan to also establish operation centers in countries and regions in North America and Europe.
 
 Our devices, A + Pre,
AC-1000, A + CellScan, and A + SCDrop, and three corresponding microfluidic biochips, A + Pre Chip and AC-1000
CTC Enrichment Chip and A + CellScan Chip, are designed to provide rapid and affordable assay products and services to cancer
patients. Among them, A + Pre is mainly used to reduce the viscosity of blood samples, and AC-1000 is used to complete the separation
and enrichment of circulating tumor cells (“CTCs”) and tumor-related targeted cells in blood samples. The A + CellScan
is mainly used for fluorescent labeling and automatic scanning judgment of targeted cells while A + SCDrop preserves the original
viability of single cells.
 
 Additionally, we have finished
the research and development stage for four matching immunostaining kits, A + CTCE, A + CTCM, A + EMT and A + CM,
and submitted registration applications in China. The immunostaining kit use antibodies combined with fluorescent groups of different
colors to bind to specific proteins on the cell surface or inside the cells. The presence and intensity of fluorescent signals can be
observed through a separate fluorescent imaging system, and the expression of the target protein and the cell type can be judged and determined
accordingly. Different cell types can be distinguished using multiplexed combined staining with different antibodies. The A + CTCE
kit is mainly used to identify epithelial circulating tumor cells, the A + CTCM kit is used to identify mesenchymal circulating
tumor cells, the A + EMT kit is mainly used to identify epithelial-to-mesenchymal circulating tumor cells, and the A + CM
kit is used to identify tumor-associated macrophages (cancer-associated macrophage-like cells).
 
 We also developed a product
for early screening of lung cancer, the A + LCGuard Lung Cancer Early Screening Kit (“A + LCGuard”), which
is used to assist in the determination of benign and malignant pulmonary nodules. From August 2020 to September 2022, we finalized the
research, design, and development of A + LCGuard. A + LCGuard is Class III medical devices and is required to conduct
clinical trials before completing the registration process. We plan to begin A+LCGuard’s clinical research by the end of June 2025.
Specifically, in June 2025, the Company and the CRO plan to collaborate to draft the clinical research protocol and begin preparing the
necessary equipment, consumables, reagent kits, and other materials for the study. By the end of September 2025, we expect that the clinical
research protocol may pass ethical review and receive ethics committee approval. Thereafter, we plan to initiate the trial stage of the
clinical research, with completion anticipated within six months of October 2025. We believe the results of the clinical research will
inform the work plan for future large-scale clinical trials, minimizing waste from an excessively large sample size or insufficient statistical
power due to a sample size that is too small. We recognize that the clinical research results may differ from expectations and may not
support our expected progression to clinical trials. If so, we plan to promptly optimize the product, adjust participant group selection,
and modify the final protocol for large-scale clinical trials. However, we cannot guarantee that any clinical research or trial will meet
our anticipated outcomes. Furthermore, delays in obtaining ethical approval or recruiting participants could prevent the clinical research
from being completed on schedule. Such delays could subsequently postpone the large-scale clinical trial and ultimately the product launch
date. 
 
 23 

 All of our products must go
through three steps to receive the required clearance from the NMPA before they can be sold to customers. The three steps are research
and development, registration application, and registration review, which must be done in that order. At the registration application
stage, we have to assemble all the required application materials, complete clinical trials (if required by NMPA), and work with an NMPA
accredited third-party organization to examine our products in accordance with NMPA rules. NMPA will review our application during the
registration review period and may request additional information before officially approving or denying our applications. Currently,
A + Pre and AC-1000 and their corresponding chips have been cleared by the NMPA; A + SCDrop, A + CellScan,
A + CellScan Chip, and A + LCGuard are at the registration application stage; the four matching immunostaining kits
are under registration review. As of the date of this prospectus, we have not applied for similar clearances from other jurisdictions. 
 
 We participated in a scientific
research project at Shanghai Pulmonary Hospital from July 17, 2019 to December 2021, and completed a total of 123 case studies to test
A+Pre, AC-1000 and A + LCGuard. In the study, we selected 123 individuals, and among them, 75 were surgical patients with nodular
changes or shadows in the lungs reported by imaging studies and 48 healthy patients without lung nodules reported by imaging studies.
7ml blood samples were taken from test subjects either before the clinical operation (for cancer patients) or after the physical examination
(for healthy individuals), and A + Pre, AC-1000, and A + LCGuard kits were used to determine whether there were circulating
tumor cells and other tumor markers in the blood samples. Finally, the pathological and physical examination results of the tested individuals
were compared with the test results of our products. Our test results achieved 96% sensitivity and 99.9% specificity, which provides the
research and development basis for our products. Specifically, A+Pre and AC-1000 were at the research and development stage, and we completed
their effectiveness and performance indicators testing through this project. At the same time, A + LCGuard finished its feasibility
and functional verification testing. All three products were tested together throughout the entire project.
 
 All of our products must be
approved by applicable regulatory authorities before being sold to customers. A + Pre and A + CellScan can work with
third-party products to achieve their designed objectives. AC-1000 and A + SCDrop may be used together with other devices according
to different application scenarios below. For the A + LCGuard early screening kit, it has to be used in combination with A + Pre
and AC-1000. Our four staining kits, A + CTCE, A + CM, A + CTCM, and A + EMT, can be used independently
or with third-party products. A + Pre, AC-1000, and A + CellScan require the use of our supporting microfluidic chips.
 
 ● 
 For the analysis of high-viscosity blood samples: A + Pre can be independently used for pretreatment, retaining the original cell activity while preventing blood samples from clogging the equipment pipeline after entering the detection equipment. 

 ● 
 For the identification and counting application of circulating tumor cells: blood samples are diluted with A + Pre, and then AC-1000 is used to separate and enrich circulating tumor cells and related tumor markers. The enriched samples are stained, calibrated, and finally identified and counted. We can provide this service to the public if using third-party staining reagents already on the market in China. However, we plan to officially roll out this service once our in-house developed staining reagents, A + CTCE, A + CTCM, A + EMT and A + CM, complete the registration process. The identification and counting of circulating tumor cells and related tumor marker cells can provide auxiliary references for relevant clinical applications. 

 24 

 ● 
 The capture of circulating tumor cells: we follow the same process as the identification of circulating tumor cells to obtain enriched samples with A + Pre and AC-1000, and then the samples are captured and separated by A + SCDrop to isolate single circulating tumor cells. This service can provide tumor cells with high purity and high activity. 

 ● 
 For early screening of lung cancer: peripheral blood samples of the subjects are first obtained, and the target cells are enriched and captured sequentially by A + Pre and AC-1000. After that, A + LCGuard performs cell fluorescence staining on the enriched samples to determine the number of targeted cells, and finally makes a judgment. 

 Due to the different regulatory
requirements for the marketing of medical device products and in-vitro diagnostics (“IVD”) products in various regions/countries,
it is necessary to complete the registration application and obtain the corresponding license in accordance with the local regulations
before engaging in commercial activities in the respective regions/countries (“localization registration”). Afterward, marketing
and sales can be carried out. We follow the principle of modularization when design and develop all of our products and equipment so that
products and equipment can be produced locally to meet different regulatory requirements. Based on the current development of the early
tumor screening and preventive treatment industry and the characteristics of the products we are planning to register and apply in the
future, we have adopted the operation model of centralized research and development and localized management. We have started the registration
process with the NMPA in China for all of our products. Later on, the Company may establish subsidiaries in the United States and Europe
to produce products and carry out product registration. To achieve that, our products must be cleared by the United States Food and Drug
Administration and go through the conformity assessment process to obtain the Conformite Europeenne marking (“CE marking”)
from competent authority in each European Union member state.
 
 We are looking for suitable
locations in the states of California and Washington for our planned expansion to the North America market. We aim to complete site selection
and personnel recruitment in the United States by the end of 2024 and start product registration, testing and production afterward. Our
US subsidiary will be responsible for the production and registration of our equipment and related products in the US. Production, testing,
and clinical trials in our US market will be conducted in accordance with US regulations, and clinical data from trials conducted in China
will not be used to establish product standards. In addition, we plan to break into the European market in 2025 and conduct localized
management and operations in accordance with European regulations. In 2025, we plan to also start the localized registration of our IVD
products in Europe. As of the date of this prospectus, we have not conducted any clinical trials for our products.
 
 However, as of the date of
this prospectus, we have not commenced sales of our products nor have any revenue-generating products and do not expect sales of revenue-generating
product candidates until we have completed clinical development, submitted regulatory filings, and received applicable regulatory approvals
for candidate products. Due to differences in regulatory and clinical registration requirements, we may not be able to obtain device and
product approvals or provide product service on time. We expect to be in a state of continuous loss for the next two to three years. 
 
 Results of Operations 
 
 For the years ended June 30,
2024 and 2023 and six-month periods ended December 31, 2024 and 2023, the Company conducted its business through Advanced Biomed Taiwan
and Shanghai Sglcell’s subsidiaries as research and development centers for technology research and product development. 
 
 Comparison of Results of Operations for the Fiscal Years Ended June
30, 2024 and 2023 
 
 Years Ended June 30, 
 
 2024 
 2023 
 Change 

 $ 
 $ 
 $ 
 
 Operating expenses: 
 
 Research and development 
 (880,193 ) 
 (1,383,181 ) 
 502,988 
 36 % 

 General and administrative expenses 
 (1,661,379 ) 
 (1,688,042 ) 
 26,663 
 2 % 

 Total operating expenses 
 (2,541,572 ) 
 (3,071,223 ) 
 529,651 
 17 % 

 Interest income 
 53,495 
 21,402 
 32,093 
 150 % 

 Other expense, net 
 (294,201 ) 
 (682,956 ) 
 388,755 
 57 % 

 Loss before tax expense 
 (2,782,278 ) 
 (3,732,777 ) 
 950,499 
 25 % 

 Income tax expense 
 - 
 - 
 - 
 nm % 

 Net Loss 
 (2,782,278 ) 
 (3,732,777 ) 
 950,499 
 25 % 

 25 

 Comparison of Results of Operations for the
Three-Month Periods Ended December 31, 2024 and 2023 
 
 Three-month Periods 
 Ended December 31 
 
 2024 
 2023 
 Change 

 $ 
 $ 
 $ 
 
 Operating expenses: 
 
 Research and development 
 (243,381 ) 
 (188,387 ) 
 (54,994 ) 
 (29 )% 

 General and administrative expenses 
 (282,348 ) 
 (462,915 ) 
 180,567 
 39 % 

 Total operating expenses 
 (525,729 ) 
 (651,302 ) 
 125,573 
 18 % 

 Interest income 
 15,417 
 19,966 
 (4,549 ) 
 (23 )% 

 Other (expense) income, net 
 (397,592 ) 
 485,991 
 (883,583 ) 
 (182 )% 

 Net loss 
 (907,904 ) 
 (145,345 ) 
 (762,559 ) 
 (525 )% 

 Comparison of Results of Operations for the
Six-Month Periods Ended December 31, 2024 and 2023 
 
 Six-month Periods 
 Ended December 31 
 
 2024 
 2023 
 Change 

 $ 
 $ 
 $ 
 
 Operating expenses: 
 
 Research and development 
 (425,084 ) 
 (357,572 ) 
 (67,512 ) 
 (19 )% 

 General and administrative expenses 
 (620,672 ) 
 (733,975 ) 
 113,303 
 (15 )% 

 Total operating expenses 
 (1,045,756 ) 
 (1,091,547 ) 
 45,791 
 (4 )% 

 Interest income 
 15,427 
 19,980 
 (4,553 ) 
 (23 )% 

 Other (expense) income, net 
 (143,155 ) 
 154,906 
 (298,016 ) 
 (192 )% 

 Net loss 
 (1,173,484 ) 
 (916,661 ) 
 (256,823 ) 
 (25 )% 

 Since our inception, we do
not have any products approved for sale, we have not generated any revenue from the sale of products, and we do not expect to generate
revenue from the sale of our product candidates until we complete clinical development, submit regulatory filings and receive approvals
from the applicable regulatory bodies for such product candidates, if ever. Our main activities through December 31, 2024 have been re-organizational
and capital raising activities and the research and development of three automated devices A + Pre, AC-1000 and A + SCDrop.
 
 Our research and development
expenses are primarily related to research and development of microfluidic biochip technology and its application in precision medicine
in the field of oncology, including early cancer screening and detection, diagnosis and staging, treatment selection, and patient prognosis.
 
 For the years ended June 30,
2024 and 2023, we incurred research and development expenses of $0.9 million and $1.4 million, respectively. The research and development
expenses decreased by approximately $0.5 million or 36% for the year ended June 30, 2024 mainly due to slow down of clinical development
activities as all of the Company’s products are in the regulatory registration process. We do not plan to begin the clinical research
for A + LCGuard until June 2025, and we anticipate the clinical research will end in April 2026.
 
 26 

 For the three-month periods
and six-month periods ended December 31, 2024 and 2023, we incurred research and development expenses of $0.2 million, $0.2 million, $0.4
million, $0.4 million, respectively. The research and development expenses increased by approximately $0.05 million or 29% and $0.1 million
or 19% mainly due to increase in clinical development activities during the three-month and six-month periods ended December 31, 2024.
 
 Our general and administrative
expenses primarily consist of (i) staff cost; (ii) depreciation and amortization; (iii) office supplies and upkeep expenses; (iv) travelling
and entertainment; (v) legal and professional fees; (vi) property and related expenses; and (vii) miscellaneous expenses. The following
table sets forth the breakdown of our general and administrative expenses for the years ended June 30, 2024 and 2023 and the three-month
periods and six-months periods ended December 31, 2024 and 2023:
 
 Years Ended June 30, 
 
 2024 
 2023 
 Change 

 $ 
 $ 
 $ 
 
 Staff costs 
 761,257 
 743,291 
 17,966 
 2 % 

 Depreciation and amortization 
 399,602 
 365,231 
 34,371 
 9 % 

 Travelling and entertainment 
 18,843 
 57,129 
 (38,286 ) 
 (67 )% 

 Legal and professional fees 
 350,000 
 380,000 
 (30,000 ) 
 (8 )% 

 Property and related expenses 
 73,853 
 104,381 
 (30,528 ) 
 (29 )% 

 Office supplies and upkeep expenses 
 11,443 
 11,146 
 297 
 3 % 

 Miscellaneous expenses 
 46,381 
 26,864 
 19,517 
 73 % 

 1,661,379 
 1,688,042 
 (26,663 ) 
 (2 )% 

 Three-month Periods Ended 
 December 31, 
 
 2024 
 2023 
 Change 

 Staff costs 
 78,247 
 193,259 
 (115,012 ) 
 (60 )% 

 Depreciation and amortization 
 127,143 
 27,011 
 100,132 
 371 % 

 Travelling and entertainment 
 16 
 7,750 
 (7,734 ) 
 >100 % 

 Property and related expenses 
 8,505 
 16,375 
 (7,870 ) 
 (48 )% 

 Office supplies and upkeep expenses 
 5,557 
 581 
 4,976 
 >100 % 

 Professional fees 
 61,503 
 100,000 
 (38,497 ) 
 (38 )% 

 Miscellaneous expenses 
 1,377 
 117,939 
 (116,562 ) 
 (99 )% 

 282,348 
 462,915 
 (180,567 ) 
 (39 )% 

 Six-month Periods Ended 
 December 31, 
 
 2024 
 2023 
 Change 

 Staff costs 
 227,025 
 353,473 
 (126,448 ) 
 (36 )% 

 Depreciation and amortization 
 170,996 
 53,944 
 117,052 
 217 % 

 Travelling and entertainment 
 12,620 
 11,914 
 706 
 6 % 

 Property and related expenses 
 15,818 
 32,725 
 (16,907 ) 
 (52 )% 

 Office supplies and upkeep expenses 
 16,261 
 1,244 
 15,017 
 >100 % 

 Professional fees 
 109,728 
 100,000 
 9,728 
 10 % 

 Miscellaneous expenses 
 68,224 
 180,675 
 (112,451 ) 
 (62 )% 

 620,672 
 733,975 
 (113,303 ) 
 (15 )% 

 For the years ended June 30,
2024 and 2023, our general and administrative expenses amounted to $1.7 million and $1.7 million, respectively. The slight decrease in
administrative expenses by approximately $0.03 million or 2% for the year ended June 30, 2024, is mainly attributable to the decrease
in the travelling and entertainment expenses, legal and professional fees and property and related expenses which offset by the increase
in staff costs, depreciation and amortization and miscellaneous expenses. For the three-month and six-month periods ended December 31,
2024 and 2023, our general and administrative expenses amounted to $0.3 million, $0.5 million, $0.6 million and $0.7 million, respectively.
The decrease in administrative expenses by approximately $0.2 million or 39% and $0.1 million or 15%, respectively, for the three-month
and six-month period ended December 31, 2024, is mainly attributable to the decrease in staff costs and miscellaneous expenses which partially
offset by the increase in the depreciation and amortization and office suppliers and upkeep expenses.
 
 27 

 For the years ended June 30,
2024 and 2023, our other expense, net amounted to $0.3 million and $0.7 million respectively. The decrease in other expense was due to
an ad hoc loss on disposal of subsidiaries of $0.2 million and higher foreign exchange loss of $0.2 million in the year ended June 30,
2023.
 
 For the three-months period
ended December 31, 2024 and 2023, our other (expense) income, net amounted to $(0.4) million and $0.5 million respectively. The increase
in other expense, net by approximately $0.9 million for the three-month period ended December 31, 2024, is mainly attributable to the
exchange loss resulted from revaluation of the foreign currency balances of approximately $0.4 million for the three-month period ended
December 31, 2024 as compared with exchange gain of $0.5 million recorded for the six-month period ended December 31, 2023.
 
 For the six-month periods
ended December 31, 2024 and 2023, our other (expense) income, net amounted to $(0.1) million and $0.2 million respectively. The increase
in other expense, net by approximately $0.3 million for the six-month period ended December 31, 2024, is mainly attributable to the exchange
loss resulted from revaluation of the foreign currency balances of approximately $0.1 million during the six-month period ended December
31, 2024 as compared with exchange gain of $0.2 million recorded for the six-month period ended December 31, 2023.
 
 Net Loss for the Year/Period 
 
 As a result of the foregoing,
our net loss for the year ended June 30, 2024 was $2.8 million, compared to a loss from operations of $3.7 million for the year ended
June 30, 2023.
 
 Our loss from operations was
$0.9 million and $0.1 million for the three-month periods ended December 31, 2024 and 2023 respectively. Our loss from operations was
$1.2 million and $0.9 million for the six-month periods ended December 31, 2024 and 2023 respectively.
 
 Off Balance Sheet Arrangements 
 
 We do not have any off-balance
sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.
 
 Liquidity and Capital Resources 
 
 Our liquidity and working
capital requirements are primarily related to our research and development and operating expenses. Historically, we have met our working
capital and other liquidity requirements primarily through a combination of cash generated from stockholders’ advances to the company.
Going forward, we expect to fund our working capital and other liquidity requirements from various sources, including but not limited
to cash generated from our operations, loans from banking facilities, the net proceeds from this offering and other equity and debt financings
as and when appropriate.
 
 The Company’s ability
to continue as a going concern depends upon its ability to develop, register and obtain regulatory approval for commercial sell of its
products to generate positive operating cash flows. For the financial year ended June 30, 2024 and the six-month period ended December
31, 2024, the Company reported net loss of $2,782,278 and $1,173,484, respectively. As of June 30, 2024 and December 31, 2024, the Company’s
working capital surplus (deficit) was $318,650 and $ (689,903) respectively. In addition, the Company had net cash outflows of $2,126,340
and $871,521 from operating activities for the financial year ended June 30, 2024 and the six-month period ended December 31, 2024. These
conditions give rise to substantial doubt as to whether the Company will be able to continue as a going concern.
 
 28 

 As circumstances warrant and
to sustain its ability to support the Company’s operating activities, the Company may consider supplementing its available sources
of funds through the following sources:
 
 ● 
 cash generated from operations; and 

 ● 
 financial support from the Company’s related party and stockholders as well as third parties. 

 Management has commenced
a strategy to raise debt and equity. Our director and former Chief Executive Officer, Hung To Pau, Ph.D. paid the initial public
offering costs and certain expenditures, amounted $1,233,764, on behalf of the Company and committed to the disbursement of the
remaining initial public offering costs. Advanced Biomed Taiwan entered into an unsecured, interest-free loan with Yi Lu, our
Chairman of the Board and current Chief Executive Officer, of NTD 3,578,212 (approximately $109,125) for general working capital in
January 2023. As of December 31, 2024, the loan balance due to Yi Lu amounted to $109,125. Advanced Biomed Taiwan entered into ten
unsecured, interest-free loans with Well Fancy Development Ltd amounting to NTD 2,967,700 (approximately $91,455), NTD 2,989,873
(approximately $92,138), NTD 4,270,200 (approximately $131,593), NTD 1,945,000 (approximately $59,938), NTD 1,858,120 (approximately
$57,261), NTD 2,912,200 (approximately $89,744), NTD 2,890,065 (approximately $89,062), NTD 5,857,750 (approximately $180,516) and
NTD 4,356,145 (approximately $134,242) and NTD 3,732,100 (approximately US$115,011) for general working capital in August 2022,
April 2023, May 2023, June 2023, July 2023, August 2023, October 2023, December 2023, February 2024 and April 2024, respectively. As
of June 30, 2024, the loan balance due to Well Fancy Development Ltd totally amounted to NTD 33,779,153 (approximately $1,040,960)
and amounted to $545,900 for general working capital. Shanghai Sglcell Biotech Co., Ltd entered into five unsecured, interest-free
loans to Shanghai Junfu Electronic Technology Co., Ltd. amounting to RMB500,000 (approximately US$68,500) in April 2023, May 2023,
June 2023 and September 2023, respectively, and RMB700,000 (approximately US$95,900), RMB1,500,000 (approximately US$205,499),
RMB700,000 (approximately US$95,900) and RMB650,000 (approximately US$89,050) in January 2024, March 2024, June 2024 and October
2024, respectively, for general working capital. As of December 31, 2024 and June 30, 2024, the loan balance due to Shanghai Sglcell
Biotech Co., Ltd totally amounted to RMB5,550,000 (approximately US$760,347) and RMB4,900,000 (approximately to US$674,262),
respectively.
 
 In addition, the amount due
to Dr. Pau of US$1,233,764 has been waived off by Dr. Pau as of June 30, 2024. And the total amount due to Well Fancy Development Ltd
of US$1,586,860 have also been waived off by Well Fancy Development Ltd as of June 30, 2024.
 
 Advanced Biomed Inc.(HK)
entered into one unsecured, interest-free loan to Hung To Pau, Ph.D. amounting to US$200,000 for general working capital in July
2024. And Shanghai Sglcell Biotech Co., Ltd entered into three unsecured, interest-free loans to Hung To Pau, Ph.D. amounting to
RMB122,566 (approximately US$16,792), RMB121,681 (approximately US$16,670) and RMB76,000 (approximately US$10,412) for general
working capital in October 2024, November 2024 and December 2024. As of December 31, 2024, the loan balance due to Hung To Pau,
Ph.D. totally amounted to US$200,000 and RMB320,247 (approximately US$43,874) for general working capital. In addition, Advanced
Biomed Inc.(Taiwan) entered into four unsecured, interest-free loans to Well Fancy Development Ltd amounting to NTD 5,740,600
(approximately US$175,072), NTD 1,911,944 (approximately US$58,309), NTD 1,906,840 (approximately US$58,153) and NTD 3,121,500
(approximately US$95,196) for general working capital in July 2024, October 2024, November 2024 and December 2024. And Advanced
Biomed Inc. entered into one unsecured, interest-free loan to Well Fancy Development Ltd amounting to US$119,975 for general working
capital in November 2024. As of December 31, 2024, the loan balance due to Well Fancy Development Ltd totally amounted to
NTD 12,680,884 (approximately US$386,730) and US$119,975 for general working capital.
 
 While we acknowledge that
unforeseen circumstances or changes in market conditions could impact our liquidity, we remain committed to monitoring our financial health
and will take necessary actions to secure additional financing if needed. In the event of unforeseen circumstances that disrupt the above-mentioned
financial projection and strategies, the Company believes that our existing cash $2,657,235 as of December 31, 2024 will be sufficient
to meet our research and development and operating expenditures for a minimum period of approximately 3 months until June 30, 2025
from the date of this report.
 
 However, there can be no certainty
that these additional financings will be available on acceptable terms or at all. If management is unable to execute this plan, there
would likely be a material adverse effect on the Company’s business. All of these factors raise substantial doubt about the ability
of the Company to continue as a going concern. The consolidated financial statements for the financial years ended June 30, 2024 and 2023
have been prepared on a going concern basis and do not include any adjustments to reflect the possible future effects on the recoverability
and classifications of assets or the amounts and classifications of liabilities that may result from the inability of the Company to continue
as a going concern.
 
 29 

 Material Cash Requirements 
 
 Our cash requirements consist
primarily of day-to-day operating expenses, research and development expenses, capital expenditures and contractual obligations with respect
to facility leases and other operating leases. We lease our R&D center and office. We expect to make future payments on existing leases
from cash generated from operations.
 
 We had the following contractual
obligations and lease commitments as of June 30, 2024: 
 
 Contractual Obligations 
 Total 
 Less than 
 1 year 
 
 1-3 

years 
 3-5

 years 
 More
than 

5 years 
 
 Operating lease commitment 
 126,740 
 62,211 
 64,529 
 - 
 - 

 Total obligations 
 126,740 
 62,211 
 64,529 
 - 
 - 

 We had the following contractual
obligations and lease commitments as of December 31, 2024 
 
 Contractual Obligations 
 Total 
 Less than 

1 year 
 1-3 

years 
 3-5 

years 
 More than 

5 years 

 Operating lease commitment 
 290,027 
 233,701 
 56,326 
 - 
 - 

 Total obligations 
 290,027 
 233,701 
 56,326 
 - 
 - 

 Working Capital 
 
 December 31, 
 June 30, 
 
 2024 
 2024 
 Change 

 Total current assets 
 $ 3,138,891 
 $ 3,051,110 
 $ 87,781 

 Total current liabilities 
 (3,828,794 ) 
 (2,732,460 ) 
 (1,096,334 ) 

 Net current assets (liabilities) 
 $ (689,903 ) 
 $ 318,650 
 $ (1,008,553 ) 

 As of December 31, 2024 and
June 30, 2024, the Company’s working capital surplus and (deficit) was ($689,903) and $318,650. Management has commenced a strategy
to raise debt and equity, including financial supports from the Company’s related party and stockholders as well as third parties,
which will enable that we have sufficient working capital for our requirements for at least the next 4 months from the date of this prospectus,
in the absence of unforeseen circumstances, taking into account the cash and financial resources presently available to us.
 
 Cash flows 
 
 The following table summarizes
our cash flows for the fiscal years ended June 30, 2024 and 2023:
 
 Years ended June 30, 

 2024 
 2023 

 $ 
 $ 

 Cash at beginning of the year 
 2,622,279 
 4,783,864 

 Net cash used in operating activities 
 (2,126,340 ) 
 (2,963,625 ) 

 Net cash used in investing activities 
 (74,110 ) 
 (263,009 ) 

 Net cash provided by financing activities 
 1,866,820 
 458,137 

 Foreign currency effect 
 319,324 
 606,912 

 Net decrease in cash 
 (14,306 ) 
 (2,161,585 ) 

 Cash at end of the year 
 2,607,973 
 2,622,279 

 30 

 The following table summarizes
our cash flows for the six-month periods ended December 31, 2024 and 2023:
 
 Six-month period ended
 December 31, 

 2024 
 2023 

 $ 
 $ 

 Cash and cash equivalents at beginning of the period 
 2,607,973 
 2,622,279 

 Net cash provided used in operating activities 
 (871,521 ) 
 (584,854 ) 

 Net cash used in investing activities 
 (9,286 ) 
 (47,553 ) 

 Net cash provided financing activities 
 800,811 
 981,085 

 Foreign currency effect 
 129,258 
 (194,335 ) 

 Net decrease in cash and cash equivalents 
 49,262 
 (154,343 ) 

 Cash and cash equivalents as at end of the period 
 2,657,235 
 2,776,622 

 Cash Flow from Operating
Activities 
 
 During the years ended June
30, 2024 and 2023, the operating activities were primarily comprised the research and development activities, staff costs and administrative
expenses.
 
 Our net cash used in operating
activities primarily reflected our net loss, as adjusted for non-operating items, such as non-cash depreciation and amortization and effects
of changes in working capital such as decrease in prepaid expenses and other current assets and increase or decrease in accounts payables,
accruals and other current liabilities.
 
 For the year ended June 30,
2024, our net cash used in operating activities was approximately $2.1 million, which primarily reflected our net loss of approximately
$2.8 million, as primarily adjusted by the (i) non-cash depreciation and amortization of approximately $0.4 million positively offset
by (ii) increase in accounts payable, accrual and other current liabilities of approximately $0.5 million and negatively impacted by increase
in prepaid expenses and other current assets of approximately $0.3 million.
 
 For the year ended June 30,
2023, our net cash used in operating activities was approximately $3.0 million, which primarily reflected our net loss of approximately
$3.7 million, as primarily adjusted by the (i) non-cash depreciation and amortization of approximately $0.4 million, positively offset
by (ii) increase in accounts payable, accrual and other current liabilities of approximately $0.4 million and increase in prepaid expenses
and other current assets of approximately $0.2 million.
 
 For the six-month period ended
December 31, 2024, our net cash used in operating activities was approximately $0.9 million, which primarily reflected our net loss of
approximately $1.1 million, as primarily adjusted by the (i) non-cash depreciation and amortization of approximately $0.2 million positively
offset by (ii) increase in accounts payable, accrual and other current liabilities of approximately $0.06 million and negatively impacted
by increase in prepaid expenses and other current assets of approximately $0.04 million.
 
 31 

 Cash Flow from Investing Activities 
 
 Our cash flows used in investing
activities primarily consisted of (i) the purchase of intangible assets; (ii) the purchase of equipment, furniture and fixtures and leasehold
improvements; and (iii) acquisition of assets of the subsidiaries.
 
 For the year ended June 30,
2024, our net cash used in investing activities was approximately $0.08 million, primarily attributable to the purchase of equipment.
 
 For the year ended June 30,
2023, our net cash used in investing activities was approximately $0.26 million, primarily attributable to the purchase of equipment,
furniture and fixtures and leasehold improvements of approximately $0.21 million and net cash outflow of approximately $0.05 million from
the disposal of subsidiaries.
 
 For the six-month period ended
December 31, 2024, our net cash used in investing activities was approximately $0.01 million, primarily attributable to the purchase of
equipment.
 
 Cash Flow from Financing Activities 
 
 Our cash flows from financing
activities primarily consists of proceeds from issuance of shares.
 
 For the year ended June 30,
2024, our Company recorded net cash generated from financing activities of approximately $1.9 million, which was mainly attributable to
the initial public offering costs and certain expenditures paid on behalf by the related parties and loans from the related parties totalling
of approximately $1.9 million.
 
 For the year ended June 30,
2023, our Company recorded net cash generated from financing activities of approximately $0.4 million, which was mainly attributable to
the proceeds from issuance of shares of approximately $1 million and offsetting the payment of deferred initial public offering costs
of approximately $0.6 million.
 
 For the six-month period ended
December 31, 2024, our Company recorded net cash generated from financing activities of approximately $0.8 million, which was mainly attributable
to the certain expenditures paid on behalf by the related parties and loans from the related parties totalling of approximately $0.8 million.
 
 Critical Accounting
Policies and Estimates 
 
 Our
financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these financial statements
and accompanying notes requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about
the carrying values of assets and liabilities that are not readily apparent from other sources. We have identified certain accounting
policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding
of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of
our financial conditions and results of operations and require management’s difficult, subjective, or complex judgment, often as
a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods.
Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility
that future events affecting the estimate may differ significantly from management’s current judgments. While our significant accounting
policies are more fully described in Note 3 to the consolidated financial statements included elsewhere in this prospectus, we believe
the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial
statements.
 
 We
are an “emerging growth company” as defined under the federal securities laws and, as such, will be subject to reduced public
company reporting requirements. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage
of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards.
We have elected to take advantage of the extended transition period for complying with new or revised accounting standards and acknowledge
such election is irrevocable pursuant to Section 107 of the JOBS Act. As a result of our election, our financial statements may not be
comparable to those of companies that comply with public company effective dates.
 
 32 

 Use of Estimates
and Assumptions 
 
 The preparation of 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 and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements
and the reported amounts of revenues and expenses during the periods presented. We base our estimates on historical experience, when available,
and on other various assumptions that are believed to be reasonable under the circumstances. Actual results could differ significantly
from those estimates under different assumptions and conditions. Significant accounting estimates reflected in our consolidated financial
statements include the useful lives for equipment and intangible assets, fair value of financial instruments, assumptions used in assessing
right of use assets, impairment of equipment and intangible assets. 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 these estimates. Some of our accounting policies require higher degrees of judgment
than others in their application. We believe critical accounting policies as disclosed in this prospectus reflect the more significant
judgments and estimates used in preparation of our consolidated financial statements.
 
 The following accounting policies
are significant to the preparation of our consolidated financial statements. The areas involving a higher degree of judgement or complexity,
or areas where estimates and assumptions are significant to the financial statements are disclosed in Critical, Accounting Judgements
and Key Sources of Estimation Uncertainty.
 
 Intangible assets, net 
 
 The Company’s intangible
assets are stated at cost less accumulated amortization and impairment, if any, and amortized on a straight-line basis over the estimated
useful lives of the assets. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances
warrant revised estimates of useful lives.
 
 Category 
 Estimated 

useful lives 

 Software 
 3 years 

 Patents 
 6 years 

 Software represents purchased
software and is amortized straight-line over the Company’s estimates to generate economic benefits from such software, generally
three years.
 
 Patents represent the estimated
fair value assigned to finite-lived intangible assets acquired in a transaction that is accounted for as an acquisition of assets rather
than a business combination are initially recognized in accordance with other application GAAP. Any consideration transferred in excess
of the fair value of the assets acquired is allocated to each asset acquired on a relative fair value basis. Amortization is computed
using the straight-line method over the estimated useful lives of the respective finite-lived intangible assets, generally six years.
Intangible assets are reviewed for impairment at least annually or more frequently if indicators of potential impairment exist. The Company
reviews finite-lived intangible assets for impairment at least annually or more frequently if events or changes in circumstances indicate
that the carrying value of the assets might not be recoverable. An impairment allowance of approximately US$1.6 million was recognized
at the balance sheet date for the intangible assets related to the patents as management assessed that there were changes in circumstances
indicate that the carrying value of the assets might not be recoverable.
 
 33 

 Once an impairment is determined,
the actual impairment recognized is the difference between the carrying amount and the fair value as estimated using one of the following
approaches: income, cost and/or market. Assets which are to be disposed of are reported at the lower of the carrying amount or fair value
less costs to sell.
 
 The carrying amount of a long-lived
asset or asset group is considered impaired when the anticipated undiscounted cash flows from such asset or asset group is less than its
carrying amount. In that event, a loss is recorded in “Impairment of long-lived assets” on our Consolidated Statements of
Operations and Comprehensive Income (Loss) based on the amount by which the carrying amount exceeds the fair value of the long-lived asset
or asset group. Fair value, using the income approach, is determined primarily using a discounted cash flow model that uses the estimated
cash flows associated with the asset or asset group under review, discounted at a rate commensurate with the risk involved. Fair value,
utilizing the cost approach, is determined based on the replacement cost of the asset reduced for, among other things, depreciation and
obsolescence. Fair value, utilizing the market approach, benchmarks the fair value against the carrying amount. As of December 31, 2024
and June 30, 2024, the Company had finite-lived intangible assets of US$1.6 million of purchased patents from the acquisition of Shanghai
Sglcell. The accumulated impairment allowance recognized was approximately US$1.6 million as of December 31, 2024 and June 30, 2024, respectively,
as management assessed that there were changes in circumstances indicate that the carrying value of the assets might not be recoverable.
 
 Equipment, net 
 
 Equipment, net are stated at cost less accumulated
depreciation and impairment, if any, and depreciated on a straight-line basis over the estimated useful lives of the assets. Cost represents
the purchase price of the asset and other costs incurred to bring the asset into its intended use. The estimated useful lives are as follows:
 
 Category 
 Estimated 

useful lives 

 Lab equipment 
 3 to 5 years 

 Computer equipment 
 3 to 5 years 

 Furniture and fixtures 
 3 to 5 years 

 Leasehold improvements 
 3 years 

 Expenditure for repair and maintenance costs,
which do not materially extend the useful lives of the assets, are charged to expenses as incurred, whereas the expenditure for major
renewals and betterment that substantially extends the useful lives of property and equipment are capitalized as additions to the related
assets. Retirements, sales and disposals of assets are recorded by removing the costs, accumulated depreciation and impairment with any
resulting gain or loss recognized in the consolidated statements of income. The Company also re-evaluates the periods of depreciation
to determine whether subsequent events and circumstances warrant revised estimates of useful lives.
 
 Cash 
 
 Cash consist of cash on hand, the Company’s
demand deposit placed with financial institutions, which have original maturities of less than three months and unrestricted as to withdrawal
and use. Deposits are held at highly liquid and well capitalized financial institutions. As of December 31, 2024, cash balances of $2,641,164
and $16,071 were maintained at financial institutions in Taiwan and the PRC. PRC and Taiwan laws and regulations impose certain restrictions
on our ability to transfer cash between countries and between our subsidiaries. See “Prospectus Summary — Transfers of Cash
to and from Our Subsidiaries” for detailed discussions. Risk of loss is not expected by management. A hypothetical 10% change in
average interest rates during 2024 would not have a material impact in annual interest income.
 
 Impairment of long-lived assets 
 
 Long-lived assets, including
equipment and intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant
adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not
be recoverable. We assess the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate
and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds
expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, we would
reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate,
to comparable market values. As of December 31, 2024 and June 30, 2024, except for the impairment loss on intangible assets recognized,
no further impairment of long-lived assets was recognized.
 
 34 

 Once an impairment is determined,
the actual impairment recognized is the difference between the carrying amount and the fair value as estimated using one of the following
approaches: income, cost and/or market. Assets which are to be disposed of are reported at the lower of the carrying amount or fair value
less costs to sell.
 
 The carrying amount of a long-lived
asset or asset group is considered impaired when the anticipated undiscounted cash flows from such asset or asset group is less than its
carrying amount. In that event, a loss is recorded in “Impairment of long-lived assets” on our Consolidated Statements of
Operations and Comprehensive Income (Loss) based on the amount by which the carrying amount exceeds the fair value of the long-lived asset
or asset group. Fair value, using the income approach, is determined primarily using a discounted cash flow model that uses the estimated
cash flows associated with the asset or asset group under review, discounted at a rate commensurate with the risk involved. Fair value,
utilizing the cost approach, is determined based on the replacement cost of the asset reduced for, among other things, depreciation and
obsolescence. Fair value, utilizing the market approach, benchmarks the fair value against the carrying amount.
 
 Operating leases 
 
 The Company adopted ASC 842
on July 1, 2020. The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use
(“ROU”) assets, operating lease liability, and operating lease liability, non-current in the Company’s consolidated
balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent
the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized
at commencement date based on the present value of lease payments over the lease term. When determining the lease term, the Company includes
options to extend or terminate the lease when it is reasonably certain that it will exercise that option, if any. As the Company’s
leases do not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at commencement
date in determining the present value of lease payments. The Company has elected to adopt the following lease policies in conjunction
with the adoption of ASU 2016-02: (i) for leases that have lease terms of 12 months or less and does not include a purchase option that
is reasonably certain to exercise, the Company elected not to apply ASC 842 recognition requirements; and (ii) the Company elected to
apply the package of practical expedients for existing arrangements entered into prior to July 1, 2020 to not reassess (a) whether an
arrangement is or contains a lease, (b) the lease classification applied to existing leases, and(c) initial direct costs.
 
 Fair Value Measurement 
 
 The accounting standard regarding
fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair
value of financial instruments held by the Company.
 
 The accounting standards define
fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements
for fair value measures. The three levels are defined as follows:
 
 ● 
 Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. 

 ● 
 Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. 

 ● 
 Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. 

 Financial instruments included
in current assets and current liabilities are reported in the consolidated balance sheets at face value or cost, which approximate fair
value because of the short period of time between the origination of such instruments and their expected realization and their current
market rates of interest. The Company accounts for bank loans and lease payables at amortized cost and has elected NOT to account
for them under the fair value hierarchy. Fair value estimates are made at a specific point in time based on relevant market information
about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment
and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
 
 35 

 As of December 31, 2024, and
June 30, 2024, the carrying amount for cash and cash equivalents, trade accounts receivable (net of allowance for credit losses) and current
liabilities (excluding the “Current portion of long-term debt and finance lease obligations”) was equal to or approximated
fair value due to their short-term nature or proximity to current market rates.
 
 The fair values of private
debt are based on, among other things, available trade information, and/or an analysis in which we evaluate market conditions, related
securities, various public and private offerings, and other publicly available information. In performing this analysis, we make various
assumptions regarding, among other things, credit spreads, and the impact of these factors on the value of the debt securities. See Note
10 for the fair value of our long-term debt.
 
 Concentration of Credit Risk 
 
 Financial instruments that
potentially subject the Company to credit risk consist of cash on hand, the Company’s demand deposit placed with financial institutions
and other receivables. Bank and cash balances are maintained with high credit quality institutions, the composition and maturities of
which are regularly monitored by management. As of June 30, 2024 and December 31,2024, bank and cash balances of $2.6 million and 2.7
million respectively were maintained at financial institutions in Taiwan and China, of which approximately $2.6 million and $2.7 million
respectively was subject to credit risk. While management believes that these financial institutions are of high credit quality, it also
continually monitors their credit worthiness. The maximum exposure to credit risk is the carrying amounts of cash and bank balances presented
on the consolidated statements of financial position.
 
 Liquidity Risk 
 
 Liquidity risk is the risk
that the Company will not be able to meet its financial obligations as they become due. The Company’s policy is to ensure that it
has sufficient cash to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable
losses or risking damage to the Company’s reputation. A key risk in managing liquidity is the degree of uncertainty in the cash
flow projections. If future cash flows are fairly uncertain, the liquidity risk increases.
 
 Impact of Inflation 
 
 The types of inflationary
pressures that affected the Company has primarily related to research and development costs, staff salaries and related costs. Inflation
in Taiwan and China has not materially affected our profitability and operating results. However, we can provide no assurance that we
will be unaffected by higher inflation rates in Taiwan and China or globally in the future.
 
 Seasonality 
 
 We have not observed any significant
seasonal trends. Our directors believe that there is no apparent seasonality factor affecting the industry that our Company is operating
in.
 
 Trend Information 
 
 Other than as disclosed elsewhere
in this prospectus, we are not aware of any trends, uncertainties, demands, commitments, or events that are reasonably likely to have
a material effect on our profitability, liquidity, or capital resources, or that would cause reported financial information not necessarily
indicative of future operating results or financial condition.
 
 36 

 Critical, Accounting Judgements and Key Sources
of Estimation Uncertainty 
 
 There are no critical judgements, apart from those
involving estimation (see below) that the management has made in the process of applying the Group’s accounting policy and that
has the most significant effect on the amounts recognized in the financial statements.
 
 Key sources of estimation uncertainty 
 
 The key assumptions concerning
the future and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing
a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are disclosed below:
 
 Impairment of intangible assets 
 
 The Company reviews finite-lived
intangible assets for impairment at least annually or more frequently if events or changes in circumstances indicate that the carrying
value of the assets might not be recoverable. Accounting standards require that if the sum of the future cash flows expected to result
from a company’s asset, undiscounted and without interest charges, is less than the reported value of the asset, an asset impairment
must be recognized in the financial statements. The amount of impairment to recognize is calculated by subtracting the fair value of the
asset from the reported value of the asset. As disclosed in note 7 to the consolidated financial statements for the years ended June 30,
2024 and 2023, the intangible asset related to acquired patents are carried forward through the acquisition of Shanghai Sglcell since
the year ended June 30, 2022.
 
 The Company believe that the
accounting estimate related to asset impairment is a "critical accounting estimate" because: (1) it is susceptible to change
from period to period because it requires company management to make assumptions about future sales and cost of sales over the life of
the products arising from the patents acquired (generally six years); and (2) the impact that recognizing an impairment would have on
the assets reported on our balance sheet as well as our net loss would be material. Management’s assumptions about future sales
prices and future sales volumes of the products arising from the patents acquired require significant judgment because actual sales prices
and volumes have fluctuated in the past and are expected to continue to do so. Management has discussed the development and selection
of this critical accounting estimate with our board of directors and the board has reviewed the Company’s disclosure relating to
it in this MD&A. In estimating future sales, we use our internal budgets. We develop our budgets based on estimated sales data for
new products, planned timing of new product launches, customer commitments related to newly developed products.
 
 We have assessed the accumulated
impairment allowance of approximately US$1.6 mil recognized at the balance sheet date for the intangible assets related to the patents
acquired as of June 30, 2024, we determined that, based on our assumptions, the sum of the expected future cash flows, undiscounted and
without interest charges, below the reported value and therefore the accumulated impairment allowance was adequately recognized at the
balance sheet date as management assessed that there were changes in circumstances indicate that the carrying value of the assets might
not be recoverable.
 
 The management has assessed
that risk related to using different assumptions and analyze their sensitivity to change based on outcomes that are deemed reasonably
likely to occur and concluded any change would not have affected our liquidity and capital resources with the impairment allowance recognized
as of June 30, 2024 and December 31, 2024.
 
 Recent accounting pronouncements 
 
 The Company considers the
applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards
that are issued. Under the Jump start Our Business Start-ups Act of 2012, as amended (the “JOBS Act”), the Company meets the
definition of an emerging growth company, or EGC, 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.
 
 37 

 In May 2020, the Financial
Accounting Standard Board (“FASB”) issued ASU 2020-05, which is an update to ASU Update No. 2016-13, “Financial Instruments
— Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, which introduced the expected credit
losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred
loss methodology. The amendments in Update 2016-13 added Topic 326, Financial Instruments — Credit Losses, and made several consequential
amendments to the Codification. Update 2016-13 also modified the accounting for available-for-sale debt securities, which must be individually
assessed for credit losses when fair value is less than the amortized cost basis, in accordance with Subtopic 326-30, Financial Instruments
— Credit Losses — Available-for-Sale Debt Securities. The amendments in this Update address those stakeholders’ concerns
by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis.
For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option
to align measurement methodologies for similar financial assets. Furthermore, the targeted transition relief also may reduce the costs
for some entities to comply with the amendments in Update 2016-13 while still providing financial statement users with decision-useful
information. In November 2020, the FASB issued ASU No. 2020-10, which to update the effective date of ASU No. 2016-02 for private companies,
not-for-profit organizations and certain smaller reporting companies applying for credit losses, leases, and hedging standard. The new
effective date for these preparers is for fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact
of this new standard on Company’s consolidated financial statements and related disclosures.
 
 In October 2021, the FASB
issued ASU 2021-08, Codification Improvements to Subtopic 310-20, Receivables — Nonrefundable Fees and Other Costs. The amendments
in this Update represent changes to clarify the Codification. The amendments make the Codification easier to understand and easier to
apply by eliminating inconsistencies and providing clarifications. ASU 2021-08 is effective for the Company for annual and interim reporting
periods beginning July 1, 2021. Early application is not permitted. All entities should apply the amendments in this Update on a prospective
basis as of the beginning of the period of adoption for existing or newly purchased callable debt securities. These amendments do not
change the effective dates for Update 2017-08. The Company is currently evaluating the impact of this new standard on Company’s
consolidated financial statements and related disclosures.
 
 Except as mentioned above,
the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material
effect on the Company’s consolidated balance sheets, statements of income and comprehensive income and statements of cash flows.
 
 Item 3. Quantitative and Qualitative Disclosures
About Market Risk 
 
 Interest Rate Risk 
 
 We are not exposed to interest rate risk while
we have no bank loans outstanding.
 
 As of June 30, 2024 and December 31, 2024, bank
and cash balances of approximately $2.6 million and $2.7 million respectively were maintained at financial institutions. A hypothetical
10% decrease in average interest rates during 2024 would not have a material impact in annual interest income.
 
 Credit Risk 
 
 Credit risk is the potential financial loss to
the Company resulting from the failure of a customer or a counterparty to settle its financial and contractual obligations to the Company,
as and when they fall due. As the Company does not hold any collateral, the maximum exposure to credit risk is the carrying amounts of
other receivables (exclude prepayments), financial instrument and cash presented on the consolidated statements of financial position.
The Company has no other financial assets which carry significant exposure to credit risk.
 
 38 

 Foreign Exchange Risk 
 
 Our reporting currency is the United States Dollar.
The Company cannot guarantee that the current exchange rate will remain steady; therefore, there is a possibility that the Company could
post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit
depending on exchange rate of NT$ and RMB converted to US$ on that date. The exchange rate could fluctuate depending on changes in political
and economic environments without notice. However, the Company assessed that a hypothetical 10% decrease in exchange rates during 2025
would not have a material impact in exchange gain/loss.
 
 Item 4. Controls and Procedures 
 
 As indicated in the certifications in Exhibit
31 of this report, the Company’s Chief Executive Officer and Chief Financial Officer have evaluated the Company’s disclosure
controls and procedures as of December 31, 2024. Based on that evaluation, these officers have concluded that the Company’s disclosure
controls and procedures are effective in ensuring that information required to be disclosed by the Company in the reports that it files
or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to them in a manner that allows for
timely decisions regarding required disclosures and are effective in ensuring that such information is recorded, processed, summarized
and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. There were no changes
during the Company’s last fiscal quarter that materially affected, or are reasonably likely to materially affect, the Company’s
internal control over financial reporting.
 
 39 

 PART II. OTHER INFORMATION 
 
 Item 1. Legal Proceedings 
 
 We may from time to time be subject to various
legal or administrative claims and proceedings arising in the ordinary course of our business. We are not, and none of our subsidiaries
is, a party to any litigation, arbitration or administrative proceedings that we believe would, individually or taken as a whole, have
a material adverse effect on our business, financial condition or results of operations, and, insofar as we are aware, no such litigation,
arbitration or administrative proceedings are pending, threatened, or contemplated. Litigation or any other legal or administrative proceeding,
regardless of the outcome, is likely to result in substantial costs and diversion of our resources, including our management’s time
and attention.
 
 Item 1A. Risk Factors 
 
 Not Applicable
 
 Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds 
 
 None.
 
 Item 3. Default Upon Senior Securities 
 
 None.
 
 Item 4. Mine Safety Disclosure 
 
 Not Applicable
 
 Item 5. Other Information 
 
 No director or officer adopted or terminated any
Rule 10b5-1 plan or any non-Rule 10b5-1 trading arrangement during the second quarter of 2024.
 
 Item 6. Exhibits 
 
 See Index to Exhibits of this report.
 
 Index to Exhibits 
 
 Exhibit 
 
 Description 

 31.1 
 
 Certification (pursuant
 to Securities Exchange Act Rule 13a-14(a)) by Chief Executive Officer. 

 31.2 
 
 Certification (pursuant
 to Securities Exchange Act Rule 13a-14(a)) by Chief Financial Officer. 

 32.1 
 
 Section 1350 Certification
 (pursuant to Sarbanes-Oxley Section 906) by Chief Executive Officer. 

 32.2 
 
 Section 1350 Certification
 (pursuant to Sarbanes-Oxley Section 906) by Chief Financial Officer. 

 101.INS 
 
 Inline XBRL Instance Document. 

 101.SCH 
 
 Inline XBRL Taxonomy Extension
 Schema Document. 

 101.CAL 
 
 Inline XBRL Taxonomy Extension
 Calculation Linkbase Document. 

 101.DEF 
 
 Inline XBRL Taxonomy Extension
 Definition Linkbase Document. 

 101.LAB 
 
 Inline XBRL Taxonomy Extension
 Label Linkbase Document. 

 101.PRE 
 
 Inline XBRL Taxonomy Extension
 Presentation Linkbase Document. 

 104 
 
 Cover Page Interactive
 Data File (Embedded as Inline XBRL document and contained in Exhibit 101). 

 40 

 SIGNATURE 
 
 Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned, thereunto duly authorized.
 
 Date: April 15, 2025 
 Advanced Biomed Inc 

 By: 
 /s/ Yi Lu 

 Yi Lu 

 Chief Executive Officer 

 (Principal Executive Officer) 

 41
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.
Advanced Biomed Inc. 10-Q
