What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-11-12 compared with 2024-11-29 · 76 added, 68 removed, 656 unchanged (18% of the section changed)

13 unchanged sentences

engaged in the research and development (“ R&D”),

manufacturing, trading, sale of heating, ventilation and air conditioning (“HVAC”) products and related

manufacturing, trading, sale of eco-friendly HVAC products and related

services in Asia.

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December 20, 2021, several transactions took place (together, the “Allotment Transactions”) whereby the Company issued

and allotted in aggregate 98,809,323 ordinary shares of Common Stock to certain parties.

and allotted in aggregate 98,809,323 EvoAir Shares to certain parties.

On completion of the Allotment

Transactions, the total number of issued and outstanding shares of Common Stock of

the Company were 101,779,323 (“Then Enlarged Share

Transactions, the total number of issued and outstanding EvoAir Shares were 101,779,323 (“Then Enlarged Share

On December 20, 2021, Dr.

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WKL Global and Allegro Investment (BVI) Limited (“Allegro Investment”), a company incorporated in the British Virgin

Islands (“BVI”) with 50% shareholdings held by Chan Kok Wei and Ong Bee Chen, respectively, of 24,000 shares and

Islands (“BVI”) with 50% shareholdings held by Chan Kok Wei and Ong Bee Chen, respectively, of 24,000 EvoAir shares and

6,000 EvoAir Shares, respectively, or approximately 0.02% and 0.01% of the Then Enlarged Share Capital, respectively.

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aggregate 0.014%, respectively, of the Then Enlarged Share Capital.

On December 20, 2021, Tan Soon Hock, Ivan Oh Joon Wern and certain relevant interest holders (“Relevant Interest

Holders”) entered into an investment exchange agreement with WKL Eco Earth Holdings, pursuant to which Tan Soon Hock, Ivan Oh

Joon Wern and the Relevant Interest Holders agreed to sell all relevant interests in the EvoAir International and its subsidiaries

On December 20, 2021, Tan Soon Hock, Oh Ivan Joon Wern and certain relevant interest holders (“Relevant Interest

Holders”) entered into an investment exchange agreement with WKL Eco Earth Holdings, pursuant to which Tan Soon Hock, Oh Ivan

Joon Wern and the Relevant Interest Holders agreed to sell all relevant interests in the EvoAir Group

to WKL Eco Earth Holdings in consideration for the allotment and issuance of 7,037,762 EvoAir Shares, 2,520,000 EvoAir Shares and in

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Persons” as defined in Regulation S.

On August 14, 2024, the WKL Eco Earth Holdings has increased its investment

in WKL Guanzhe Green Technology Guangzhou Co Ltd (China) by injecting an additional RMB2,000,000 into its registered capital.

This investment

has resulted in an increase in WKL Eco Earth Holding’s equity interest in WKL Guanzhe Green Technology to 62.5%.

2 Stockholders

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The gross proceeds in aggregate

were approximately $21,645 Reverse S

were approximately $21,645.

April 12, 2024, the Company’s board of directors (the “Board”) unanimously resolved to effect a reverse stock split

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and sale of eco-friendly HVAC products and related services

* Shareholding increased to 62.5% on August

Future Strategies

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reduce its carbon emissions as it strives to become a leader in HVAC green inventions.

production of air purifier and air-sanitizing systems

Group continues to improve on its production of air purifier and air-sanitizing systems in order to capitalize on increased market

demand for air sanitizing products in the wake of the global coronavirus pandemic.

The Group is expanding usage and application of

its INCU Technology, which acts as an effective disinfectant solution into more sectors and markets as the Group foresees growth

in demand for air-sanitizing products as a must-have product in general consumer households in the near future.

Besides household

consumers, the Group also aims to expand its commercial and industrial customer base, as well as partake in public sanitation projects.

In terms of sanitation products, the company aims to expand into personal healthcare products such as formulated toiletries cleansers

incorporating the INCU ionic nano copper solution as an active ingredient.

Continued promotion of air purifier and air-sanitizing products

The Group is expanding usage and application of its INCU Technology, which

acts as an effective disinfectant solution into more sectors and markets as the Group foresees growth in demand for air-sanitizing products

as a must-have product in general consumer households in the near future.

Besides household consumers, the Group also aims to expand its

commercial and industrial customer base, as well as partake in public sanitation projects.

In terms of sanitation products, the company

aims to expand into personal healthcare products such as formulated toiletries cleansers incorporating the INCU ionic nano copper solution

as an active ingredient

key component of our strategy is to enter into and expand into new markets with high demand for HVAC.

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The EvoAir Group has also obtained safety test reports from TUV SUD in Singapore and ICAS Shanghai for Cytotoxicity Testing.

supplement the e-Cond Life line of air purifier products, the Group partnered with various OEMs to produce small air purifier

systems under its QCOV TM brand in 2021, which incorporates a diffuser to distribute the INCU ionic nano copper solution in

order to sanitize the environment.

an exclusive authorized distributor of the INCU ionic nano copper solution, the Group has partnered with various distributors to

distribute the technology to other brands and markets, Singapore, Thailand.

We entered into a long term original design manufacturer

supply agreement with our nano copper solution supplier in September, 2020.

There were no purchases

from our nano copper supplier for FYE2024 and FYE 2023, respectively, representing approximately Nil% and Nil% of our total purchases,

respectively.

As is customary in the supply or sales arrangements, the agreements with our supplier are terminable by either party by

giving notice.

Through these various partnerships, the Group’s air purifier systems and INCU are produced and distributed by various

distribution channels, including through several well established marketing companies with their own respective online platforms.

Group market its brand to target customers that are attracted to the Group’s eco-friendly image, the product’s ability to

inhibit bacteria and viruses, as well as to provide a clean and safe environment.

Ionic Nano Copper Zinc (INCZN)

In response to growing public health concerns and

the increasing demand for environmental disinfectant solutions, the Group has introduced Ionic Nano Copper Zinc (INCZN), a new product

developed for airborne sanitization through copper and zinc-based diffusion.

The Group produces the product in accordance with

the technical and quality standards outlined by WKL Eco Earth.

The Group authorized a sole distributor in Malaysia to retail the Ionic

Nano Copper Zinc to be used in the Immune Air Purifier.

Designed to be used in conjunction with specialized

diffusers, the solution works by releasing nanoparticles of copper (Cu) and zinc (Zn) into the air.

These particles are scientifically

recognized for their antimicrobial properties, effectively inhibiting airborne viruses, bacteria and other pathogens.

Ionic Nano Copper

Zinc is intended for continuous environmental disinfection in enclosed spaces such as offices, public facilities and residential environments.

This product further complements the Group’s

ecosystem of air-purifying solutions, reinforcing its brand positioning as a provider of advanced, eco-conscious environmental health

technologies.

Group’s success and future revenue growth depend, in part, on our ability to protect our intellectual property.

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cannot assure you that any patents or copyrights will be issued from any of our pending applications.

In addition, any rights granted

under any of our existing or future patents, copyrights or trademarks may not provide meaningful protection or any commercial advantage

With respect to our other proprietary rights, it may be possible for third parties to copy or otherwise obtain and use proprietary

technology without authorization or to develop similar technology independently.

We may in the future initiate claims or litigation against

third parties to determine the validity and scope of proprietary rights of others.

In addition, we may in the future initiate litigation

to enforce our intellectual property rights or to protect our trade secrets.

In addition, any rights

granted under any of our existing or future patents, copyrights or trademarks may not provide meaningful protection or any

commercial advantage to us.

With respect to our other proprietary rights, it may be possible for third parties to copy or otherwise

obtain and use proprietary technology without authorization or to develop similar technology independently.

We may in the future

initiate claims or litigation against third parties to determine the validity and scope of proprietary rights of others.

addition, we may in the future initiate litigation to enforce our intellectual property rights or to protect our trade secrets.

Additional information about the risks relating to our intellectual property is provided under “Risk Factors—Risks

Related to Intellectual Property.”

Air Conditioner Industry

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to the statistics report published by the Japan Refrigeration and Air Conditioning Industry Association (“JRAIA”) (https://www.jraia.or.jp)

in July 2022, the world’s total air conditioner demand in 2021 is estimated at 110 million, which represent 102% of the world demand

Looking at the 2021 world demand in terms of Japan, China and other regions, the largest demand is from China, of which demand

is estimated to have reached 41.305 million, representing 98% of 2020’s demand.

China’s demand accounts for 38% of the total

global demand.

Next to China, the Asian region (excluding Japan and China) stands at approximately 17.983 million, followed by North

America with 16.515 million, Japan with 10.201 million, Europe with 8.885 million and Latin America with 6.547 million.

in June 2025, the world’s total air conditioner demand in 2024 is estimated at 131,638 thousand units, which represents 106% of the world

demand of 2023.

Looking at the 2024 world demand in terms of Japan, China and other regions, the largest demand is from China, of which

demand is estimated to have reached 49.726 million units, representing 105% of its 2024 demand.

China’s demand accounts for 38% of the

world’s total demand.

Next to China, the Asian region (excluding Japan and China) stands at 25.249 million units, followed by North America

with 19.199 million units, Japan with 10.187 million units, Europe with 9.533 million units and Latin America with 7.325 million units.

Air-conditioners

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This means 45% lower electricity costs for everyone as well, compared to if there were no efficiency improvements in air conditioners

of Aircon sold per Year (Thousands of units)

Number of Aircon sold per Year (Thousands of units)

Residential Aircon

Commercial Aircon

North America

Asia (Ex-Japan

Asia (Ex-Japan and China)

Latin America

Country (Standalone)

South East Asia

By Country (Standalone)

Selected South East Asia

Estimates of World Air Conditioner Demand (Ju ly

20 22 & July 202 4 ) - The Japan Refrigeration and

20 22 & June 2025) - The Japan Refrigeration and

Airconditioning Industry Association (JRAIA)

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were sold globally of which approximately 86% were residential units and approximately 1 4 % were commercial units.

on statistics available in the JRAIA report, we calculated both CAGR of residential and commercial air conditioners from 201 9

to 202 3 increased to approximately 0.94% and 6.75%

respectively.

China was the largest consumer of air conditioners globally and it accounted for approximately 45% of all air

conditioners sales.

By continent, North America had the highest CAGR of approximately 6.67% from 201 9

to 202 3 followed by Europe at approximately 4.83%

on statistics available in the JRAIA report, we calculated both CAGR of residential and commercial air conditioners from 2020 to

2024 increased to approximately 4.84% and 7.64% respectively.

China was the largest consumer of air conditioners globally and it

accounted for approximately 37.77% of all air conditioners sales.

By continent, Asia (Ex-Japan and China) had the highest CAGR of

approximately 11.74% from 2020 to 2025 followed by Middle East at approximately 6.78% CAGR.

Aircon Brands Globally

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https://www.globaldata.com/

Bloomberg (as at 22 Oct 2024)

https://finance.yahoo.com/ (5 November 2025);

foreign exchange rate:

https://www.oanda.com/currency-converter/en/ (7 November

Bloomberg, Valuer’s estimates,

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Unit (E-coil)

Pending Certificate

Unit (E-coil)

Pending Certificate

PCT/MY2020/050070

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Unit (E-ball 2)

KH/UM/2023/00003

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Unit (E-ball 2)

US 2024/032084 A1

Unit (E-ball 2)

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& Development

Affairs & Investor Relationship

Executive Offices

principal executive office is located at 31-A2, Jalan 5/32A, 6 ½ Miles off Jalan Kepong, 52000 Kuala Lumpur, Malaysia.

have an office located in Cambodia located at R01 of House No 62Z Street 274, Village 04, Sangkat Tonle Basak, Khan Chamkamorn,

Phnom Pehnh, Cambodia and an office located in China at Shunde Western Ecological Industry Startup Zone D-08-01 (Foshan City, Shunde

District, Xingtan Town, Depin Road no.1, Level 3).

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business