What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-01-13 compared with 2025-07-11 · 304 added, 319 removed, 505 unchanged (55% of the section changed)

3 unchanged sentences

Dollars, except share data or otherwise stated)

OF MAY 31, 2025 AND AUGUST 31, 2024

August 31, 2024

OF NOVEMBER 30, 2025 AND AUGUST 31, 2025

November 30, 2025

Current assets

Cash and cash equivalents

Accounts receivable

Accounts receivable, net

Deposit, prepayments and other receivables

16 unchanged sentences

Non-current liabilities

Hire purchase creditor

Operating lease liabilities

6 unchanged sentences

and 27,180,631 shares issued and outstanding

as at May 31, 2025 and August 31, 2024 *

as at November 30, 2025 and August 31, 2025 *

Additional paid in capital

4 unchanged sentences

Non-controlling interest

( 1,037,347 )

Total shareholders’ equity

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

Retroactively restated to reflect 1-for-4 share consolidation effective on September 11, 2024.

accompanying footnotes are an integral part of these condensed consolidated financial statements.

Retroactively presented to reflect 1-for-4 reverse stock split effective on September 11,2024.

accompanying footnotes are an integral part of these consolidated financial statements.

HOLDINGS INC.

1 unchanged sentence

Dollars, except share data or otherwise stated)

THE THREE AND NINE MONTHS ENDED MAY 31, 2025 AND 2024

Three months ended

Nine months ended

‎May 31, 2025

‎May 31, 2024

‎May 31, 2025

‎May 31, 2024

THE THREE MONTHS ENDED NOVEMBER 30, 2025 AND 2024

November 30, 2025

November 30, 2024

Cost of revenue

Gross profit/(loss)

Operating expenses:

5 unchanged sentences

( 4,641,057 )

( 4,020,479 )

Interest (expense)/income

Interest income

Total other income

2 unchanged sentences

( 4,640,904 )

( 3,929,520 )

Income tax expenses

1 unchanged sentence

$ ( 4,640,904 )

$ ( 7,100,730 )

$ ( 3,929,520 )

Net loss attributable to non-controlling interests

1 unchanged sentence

( 4,555,401 )

( 6,879,047 )

( 3,703,921 )

Other comprehensive loss:

Other comprehensive income:

Foreign currency translation adjustment

1 unchanged sentence

( 4,536,631 )

( 6,968,607 )

( 3,874,719 )

net comprehensive (loss)/income attributable to non-controlling interests

1 unchanged sentence

( 4,547,564 )

( 6,959,334 )

( 3,876,921 )

Net loss attributable to equity holders of the Company per common share:

2 unchanged sentences

Basic and diluted

Retroactively

restated to reflect 1-for-4 share consolidation effective on September 11, 2024

accompanying footnotes are an integral part of these condensed consolidated financial statements.

Retroactively presented to reflect 1-for-4 reverse stock split effective on September 11,2024.

accompanying footnotes are an integral part of these consolidated financial statements.

HOLDINGS INC.

1 unchanged sentence

Dollars, except share data or otherwise stated)

THE THREE AND NINE MONTHS ENDED MAY 31, 2025 AND 2024

Accumulated other

Paid in capital

Accumulated deficit

comprehensive loss

Shares to be issued

Non-controlling

Balance as of August 31, 2023

$ ( 13,523,266 )

$ ( 148,180 )

Issuance of common stock for Cash

Issuance of common stock for service

Foreign currency translation adjustment

( 1,444,323 )

( 1,524,321 )

Balance as of November 30, 2023

$ ( 14,967,589 )

$ ( 102,244 )

$ ( 230,971 )

Foreign currency translation adjustment

( 1,366,904 )

( 1,430,758 )

Balance as of February 29, 2024

$ ( 16,334,493 )

$ ( 297,198 )

Capital contribution

Foreign currency translation adjustment

Balance as of May 31, 2024

$ ( 17,227,187 )

$ ( 190,036 )

$ ( 371,577 )

Accumulated other

Paid in capital

Accumulated deficit

comprehensive loss

THE THREE MONTHS ENDED NOVEMBER 30, 2025 AND 2024

Additional paid in

Accumulated other comprehensive

Non-controlling

10 unchanged sentences

$ ( 682,128 )

Foreign currency translation adjustment

( 1,205,822 )

( 1,272,988 )

Balance as of February 28, 2025

Retroactively presented to reflect 1-for-4 reverse stock split effective on September 11,2024.

accompanying footnotes are an integral part of these consolidated financial statements.

Additional paid in

Accumulated other comprehensive

Non-controlling

Balance as of August 31, 2025

$ ( 54,028,719 )

4 unchanged sentences

( 1,038,715 )

( 1,186,838 )

Balance as of May 31, 2025

$ ( 46,280,904 )

$ ( 129,114 )

Balance as of November 30, 2025

$ ( 55,006,861 )

2 unchanged sentences

$ ( 1,037,347 )

Retroactively

restated to reflect 1-for-4 share consolidation effective on September 11, 2024

The accompanying footnotes are an integral

part of these condensed consolidated financial statements.

HOLDINGS INC.

Retroactively presented to reflect 1-for-4 reverse stock split effective on September 11,2024.

accompanying footnotes are an integral part of these consolidated financial statements.

EVOAIR HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Dollars, except share data or otherwise stated)

THE NINE MONTHS ENDED MAY 31, 2025 AND 2024

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2025 AND 2024

November 30, 2025

November 30, 2024

Cash flows from operating activities

11 unchanged sentences

Other payables

Amounts due to shareholders

Net cash used in operations

$ ( 900,095 )

$ ( 595,059 )

Cash flows from investing activity

1 unchanged sentence

Cash used in investing activity

$ ( 102,414 )

Cash flows from financing activities

Loan from shareholders

Payments of hire purchase

Payment of deferred offering costs

Proceeds from capital contribution

Net cash generated from financing activities

Net increase/(decrease) in cash and cash equivalents

Cash used in financing activities

Net decrease in cash and cash equivalents

Effect of exchange rate changes

1 unchanged sentence

Cash and cash equivalents at end of period

Supplemental disclosure of non-cash investing and financing

information :

Common stock issued for consulting service in related to Initial public offering

accompanying footnotes are an integral part of these condensed consolidated financial statements.

accompanying footnotes are an integral part of these consolidated financial statements.

HOLDINGS INC.

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THE THREE AND NINE MONTHS ENDED MAY 31, 2025, AND 2024

1 – ORGANIZATION AND BUSINESS OPERATIONS

THE THREE MONTHS ENDED NOVEMBER 30, 2025, AND 2024

NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS

Holdings Inc.

12 unchanged sentences

Low, the then sole executive officer and director of the Company

and the owner of 2,000,000 restricted shares of common stock, with par value of $ 0.001 per share (“Common Stock”) of the

Company (“EvoAir Shares”) representing approximately 67.34 % of the Company’s then issued and outstanding shares, sold

his entire shareholding of the Company to WKL Global Limited (“WKL Global”) for an aggregate consideration of $ 100 (“Change

of Control Transaction”).

Upon completion of the Change of Control Transaction, WKL Global owned 2,000,000 shares, or approximately

67.34 % of the then issued and outstanding ordinary shares of the Company, which resulted in a change of control of the Company.

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.

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

and the owner of 2,000,000 restricted shares of common stock, with par value of $ 0.001 per share (“Common Stock”)

of the Company (“EvoAir Shares”) representing approximately 67.34 % of the Company’s then issued and outstanding

shares, sold his entire shareholding of the Company to WKL Global Limited (“WKL Global”) for an aggregate consideration of

$ 100 (“Change of Control Transaction”).

Upon completion of the Change of Control Transaction, WKL Global owned 2,000,000 shares,

or approximately 67.34 % of the then issued and outstanding ordinary shares of the Company, which resulted in a change of control

of the Company.

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.

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 Capital”):

5 unchanged sentences

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 6,000 EvoAir Shares, respectively,

or approximately 0.02 % and 0.01 % of the Then Enlarged Share Capital, respectively.

with 50 % shareholdings held by Chan Kok Wei and Ong Bee Chen, respectively, of 24,000 shares and 6,000 EvoAir

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

December 20, 2021, Dr.

Low, Chan Kok Wei, Ong Bee Chen and certain sellers (“WKLEE Sellers”) entered into a share exchange

agreement with WKL Eco Earth Holdings, pursuant to which Dr.

Low, Chan Kok Wei, Ong Bee Chen and WKLEE Sellers agreed to sell all

their ordinary shares of WKL Eco Earth Sdn Bhd (“WKL Eco Earth”) to WKL Eco Earth Holdings in consideration for the allotment

and issuance to WKL Global, Allegro Investment and WKLEE Sellers of 49,320 EvoAir Shares, 8,280 EvoAir Shares and in aggregate 14,400

shares, respectively, or approximately 0.05 %, 0.009 % and in aggregate 0.014 %, respectively, of the Then Enlarged Share Capital.

Low, Chan Kok Wei, Ong Bee Chen and certain sellers (“WKLEE Sellers”) entered into a share

exchange agreement with WKL Eco Earth Holdings, pursuant to which Dr.

Low, Chan Kok Wei, Ong Bee Chen and WKLEE Sellers agreed to

sell all their ordinary shares of WKL Eco Earth Sdn Bhd (“WKL Eco Earth”) to WKL Eco Earth Holdings in consideration for

the allotment and issuance to WKL Global, Allegro Investment and WKLEE Sellers of 49,320 EvoAir Shares, 8,280 EvoAir Shares and in

aggregate 14,400 shares, respectively, or approximately 0.05 %, 0.009 % and in aggregate 0.014 %, respectively, of

the Then Enlarged Share Capital.

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 EVOH and its subsidiaries (“EvoAir Group”

or the “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 aggregate 6,001,794 EvoAir shares, respectively, or approximately 6.91 %, 2.48 % and in aggregate 5.90 %,

respectively, of the Then Enlarged Share Capital.

The board of directors and majority shareholders of the Company have approved the

the Relevant Interest Holders agreed to sell all relevant interests in the EVOH and its subsidiaries (“EvoAir Group” or

the “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 aggregate 6,001,794 EvoAir shares, respectively, or

approximately 6.91 %, 2.48 % and in aggregate 5.90 %, respectively, of the Then Enlarged Share Capital.

directors and majority shareholders of the Company have approved the transaction.

December 20, 2021, Dr.

Low entered into two deeds of assignment of intellectual properties with WKL Eco Earth Holdings, in respect

Low’s patents and patent applications relating to eco-friendly air-conditioner condenser (external unit), evoair TM

and the trademarks and trademark applications described in the deeds of assignment thereunder, and in respect of Dr.

patents and patents applications relating to the portable air-conditioner, e-Cond EVO TM and the trademarks and trademark

applications as described in the deeds of assignment thereunder (together, the “IP Assignments”).

Pursuant to the IP

Assignments, WKL Global, Allegro Investment and certain nominees shall be allotted and issued 63,362,756 EvoAir Shares, 14,297,259

EvoAir Shares and in aggregate 5,487,752 EvoAir Shares, respectively or approximately 62.25 %, 14.05 % and in aggregate 5.39 %, respectively

of the Then Enlarged Share Capital in consideration for the IP Assignments.

Low’s patents and patent applications relating to eco-friendly air-conditioner condenser (external unit),

evoair TM and the trademarks and trademark applications described in the deeds of assignment thereunder, and in

respect of Dr.

Low’s patents and patents applications relating to the portable air-conditioner, e-Cond

EVO TM and the trademarks and trademark applications as described in the deeds of assignment thereunder (together,

the “IP Assignments”).

Pursuant to the IP Assignments, WKL Global, Allegro Investment and certain nominees shall be

allotted and issued 63,362,756 EvoAir Shares, 14,297,259 EvoAir Shares and in aggregate 5,487,752 EvoAir

Shares, respectively or approximately 62.25 %, 14.05 % and in aggregate 5.39 %, respectively of the Then Enlarged Share

Capital in consideration for the IP Assignments.

Transaction, Change of Control Transaction and Allotment Transactions are collectively to be referred to as the “Transactions”.

25 unchanged sentences

in Regulation S.

November 21, 2023, the Company issued, in aggregate, 5,500 shares of Common Stock to two individuals in consideration for marketing services

provided to the Company by Artisan Creative Studio, a marketing entity based in Malaysia.

November 21, 2023, the Company issued, in aggregate, 5,500 shares of Common Stock to two individuals in consideration for marketing

services provided to the Company by Artisan Creative Studio, a marketing entity based in Malaysia.

Each of the individuals is a “non-U.S.

Persons” as defined in Regulation S.

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 RMB 2,000,000 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

Company entered into a series of offerings for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of

$ 2.50 , as follows:

Company entered into a series of offerings for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase

price of $ 2.50 , as follows:

February 15, 2022, the Company entered into certain share subscription agreement with Ms.

1 unchanged sentence

Persons” as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to

which the Company agreed to issue and sell 74,074 shares of Common Stock, at a per share purchase price of $ 2.50 , as part of a series

of offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $ 2.50 .

gross proceeds were $ 185,185 .

which the Company agreed to issue and sell 74,074 shares of Common Stock, at a per share purchase price of $ 2.50 , as part

of a series of offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase

price of $ 2.50 .

The gross proceeds were $ 185,185 .

June 3, 2022, the Company entered into certain share subscription agreement with Mr.

Wong Hon Wai who is a “non-U.S.

as defined in Regulation S of the Securities Act pursuant to which the Company agreed to issue and sell 5,000 shares of Common Stock,

at a per share purchase price of $ 2.50 , as part of a series of offerings by the Company for an aggregate of up to 6,000,000 shares

of Common Stock at a per share purchase price of $ 2.50 .

Persons” as defined in Regulation S of the Securities Act pursuant to which the Company agreed to issue and sell 5,000 shares

of Common Stock, at a per share purchase price of $ 2.50 , as part of a series of offerings by the Company for an aggregate of up to

6,000,000 shares of Common Stock at a per share purchase price of $ 2.50 .

The gross proceeds were $ 12,500 .

6 unchanged sentences

Pursuant to the share subscription agreements, the Company agreed to issue and sell

in aggregate, (i) 129,621 shares of Common Stock to the Regulation S investors, and (ii) 15,000 shares of Common Stock to the Regulation

D investors, respectively, at a per share purchase price of $ 2.50 , as part of a series of offerings by the Company for an aggregate

of up to 6,000,000 shares of Common Stock at a per share purchase price of $ 2.50 .

The gross proceeds in aggregate were $ 361,553 .

in aggregate, (i) 129,621 shares of Common Stock to the Regulation S investors, and (ii) 15,000 shares of Common

Stock to the Regulation D investors, respectively, at a per share purchase price of $ 2.50 , as part of a series of offerings by the

Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $ 2.50 .

The gross proceeds

in aggregate were $ 361,553 .

February 20, 2023, the Company entered into Regulation S share subscription agreements with eleven investors, each of whom represented

2 unchanged sentences

Pursuant to the share subscription

agreements, the Company agreed to issue and sell in aggregate, (i) 57,783 shares of Common Stock to the Regulation S investors, at

a per share purchase price of $ 2.50 as part of a series of the offerings by the Company for an aggregate of up to 6,000,000 shares

agreements, the Company agreed to issue and sell in aggregate, (i) 57,783 shares of Common Stock to the Regulation S investors,

at a per share purchase price of $ 2.50 as part of a series of the offerings by the Company for an aggregate of up to 6,000,000 shares

of Common Stock at a per share purchase price of $ 2.50 .

4 unchanged sentences

Pursuant to the share subscription agreements,

the Company agreed to issue and sell in aggregate, (i) 250,132 shares of Common Stock to the Regulation S Investors, at a per share

purchase price of $ 2.50 as part of a series of the offerings by the Company for an aggregate of up to 6,000,000 shares of Common

Stock at a per share purchase price of $ 2.50 .

the Company agreed to issue and sell in aggregate, (i) 250,132 shares of Common Stock to the Regulation S Investors, at

a per share purchase price of $ 2.50 as part of a series of the offerings by the Company for an aggregate of up to 6,000,000 shares

of Common Stock at a per share purchase price of $ 2.50 .

The gross proceeds in aggregate were approximately $ 625,330 .

3 unchanged sentences

Pursuant to the share subscription

agreements, the Company agreed to issue and sell in aggregate, 365,164 shares of Common Stock to the Regulation S investors, at a

per share purchase price of $ 2.50 as part of a series of the offerings by the Company for an aggregate of up to 6,000,000 shares

agreements, the Company agreed to issue and sell in aggregate, 365,164 shares of Common Stock to the Regulation S investors,

at a per share purchase price of $ 2.50 as part of a series of the offerings by the Company for an aggregate of up to 6,000,000 shares

of Common Stock at a per share purchase price of $ 2.50 .

4 unchanged sentences

Pursuant to the share subscription agreement,

the Company agreed to issue and sell in aggregate, 8,658 shares of Common Stock to the Regulation S investors, at a per share purchase

price of $ 2.50 as part of a series of the offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at

a per share purchase price of $ 2.50 .

the Company agreed to issue and sell in aggregate, 8,658 shares of Common Stock to the Regulation S investors, at a per

share purchase price of $ 2.50 as part of a series of the offerings by the Company for an aggregate of up to 6,000,000 shares

of Common Stock at a per share purchase price of $ 2.50 .

The gross proceeds in aggregate were approximately $ 21,645 .

1 unchanged sentence

of the Company’s common stock, par value $ 0.001 per share (the “Common Stock”), at a ratio of 1-for-4.

Following such

resolution, on September 9, 2024, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) with the

Secretary of State of the State of Nevada to effect the reverse stock split, with an effective time of 9:00AM.

such resolution, on September 9, 2024, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) with

the Secretary of State of the State of Nevada to effect the reverse stock split, with an effective time of 9:00AM.

Eastern Time on September

1 unchanged sentence

Treatment of Fractional Shares

a result of the 1:4 Reverse Stock Split , each 4 pre-split shares of Common Stock outstanding will automatically combine into one new

share of Common Stock without any action on the part of the holders, and the number of outstanding shares of Common Stock was reduced

from 102,742,362 shares to 25,685,591 shares (subject to rounding up of fractional shares to the nearest whole number).

a result of the 1:4 Reverse Stock Split, each 4 pre-split shares of Common Stock outstanding will automatically combine into

one new share of Common Stock without any action on the part of the holders, and the number of outstanding shares of Common Stock

was reduced from 102,742,362 shares to 25,685,591 shares (subject to rounding up of fractional shares to the nearest

whole number).

fractional shares were issued in connection with the Reverse Stock Split.

Fractional shares were rounded up to the nearest whole number.

November 25, 2024, the Company issued, in aggregate, 679,516 shares of Common Stock, representing 2.5 % of the issued and outstanding

shares of Common Stock to certain project management consultant in consideration for their services in relation to proposed initial public

November 25, 2024, the Company issued, in aggregate, 815,419 shares of Common Stock, representing 3.0 % of the issued and outstanding

shares of Common Stock to certain corporate and business consultant in consideration for their consulting services.

November 25, 2024, the Company issued, in aggregate, 679,516 shares of Common Stock, representing 2.5 % of the issued and

outstanding shares of Common Stock to certain project management consultant in consideration for their services in relation to proposed

initial public offering.

November 25, 2024, the Company issued, in aggregate, 815,419 shares of Common Stock, representing 3.0 % of the issued and

outstanding shares of Common Stock to certain corporate and business consultant in consideration for their consulting services.

of the Company’s subsidiaries:

OF CONSOLIDATED SUBSIDIARIES

International Limited (British Virgin Islands)

of EvoAir International Limited

Eco Earth Holdings Pte Ltd (Singapore)

of WKL Eco Earth Holdings Pte Ltd

Eco Earth Sdn Bhd (Malaysia)

Green Energy Sdn Bhd (Malaysia)

Manufacturing (M) Sdn Bhd (Malaysia)

EcoEarth Indochina Co Ltd (Cambodia)

Guanzhe Green Technology Guangzhou Co Ltd (China)*

of EvoAir Manufacturing (M) Sdn Bhd

Air Marketing (M) Sdn Bhd (Malaysia)

of WKL Guanzhe Green Technology Guangzhou Co Ltd (China) has increased from 55 % to 62.5 % on August 14, 2024.

Subsidiaries of EVOH

Attributable interest

EvoAir International Limited (British Virgin Islands)

Subsidiary of EvoAir International Limited

WKL Eco Earth Holdings Pte Ltd (Singapore)

Subsidiaries of WKL Eco Earth Holdings Pte Ltd

WKL Eco Earth Sdn Bhd (Malaysia)

WKL Green Energy Sdn Bhd (Malaysia)

EvoAir Manufacturing (M) Sdn Bhd (Malaysia)

WKL EcoEarth Indochina Co Ltd (Cambodia)

WKL Guanzhe Green Technology Guangzhou Co Ltd (China)

Subsidiary of EvoAir Manufacturing (M) Sdn Bhd

Evo Air Marketing (M) Sdn Bhd (Malaysia)

2 – CHANGE OF CONTROL

to the terms of a share transfer agreement dated December 20, 2021, Dr.

Low, the then sole executive officer and director of the Company

and the owner of 2,000,000 restricted shares of the Company’s ordinary shares representing approximately 67.34 % of the Company’s

then issued and outstanding shares, sold his entire shareholding of the Company to WKL Global for an aggregate consideration of $ 100 .

Upon completion of the Change of Control Transaction, WKL Global then owned 2,000,000 shares, or approximately 67.34 % of the Company’s

then issued and outstanding shares, which resulted in a change of control of the Company.

Low, the then sole executive officer and director of the

Company and the owner of 2,000,000 restricted shares of the Company’s ordinary shares representing

approximately 67.34 % of the Company’s then issued and outstanding shares, sold his entire shareholding of the Company to

WKL Global for an aggregate consideration of $ 100 .

Upon completion of the Change of Control Transaction, WKL Global then owned

2,000,000 shares, or approximately 67.34 % of the Company’s then issued and outstanding shares, which resulted in a

change of control of the Company.

3 – GOING CONCERN

Company’s financial statements as of May 31, 2025, is prepared using generally accepted accounting principles in the United States

of America (“U.S.

GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities

in the normal course of business.

The Company has not yet established a sustainable ongoing source of revenue sufficient to cover its

operating costs and allow it to continue as a going concern.

of May 31, 2025, the Company had an accumulated

deficit of $ 46,280,904 and

a working capital deficiency of $ 2,084,204 .

31, 2024, the accumulated deficit was $ 39,401,857 and the working capital deficiency was $ 893,886 .

The Company incurred net loss of $ 7,100,730 and

$ 3,929,520 for

the nine months ended May 31, 2025, and 2024, respectively.

The cash used in operating activities was $ 900,095 for

the nine months ended May 31, 2025, and the cash used in operating activities was $ 595,059 for

the nine months ended May 31, 2024, respectively.

It was brought to the attention of the Management to assess going concern

considering all facts and circumstances about the foreseeable future of the Company as well as its assets and liabilities on the

basis that it will be able to realize and discharge them in the normal course of business.

Company’s financial statements as of November 30, 2025, is prepared using generally accepted accounting principles in the United

States of America (“U.S.

GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation

of liabilities in the normal course of business.

The Company has not yet established a sustainable ongoing source of revenue sufficient

to cover its operating costs and allow it to continue as a going concern.

of November 30, 2025, and August 31, 2025, the Company had an accumulated deficit of $ 55,006,861 and $ 54,028,719 respectively.

incurred net loss of $ 1,038,715 and $ 4,640,904 for the three months ended November 30, 2025, and 2024, respectively.

It was brought to

the attention of the Management to assess going concern considering all facts and circumstances about the foreseeable future of the Company

as well as its assets and liabilities on the basis that it will be able to realize and discharge them in the normal course of business.

address these challenges and ensure the Company’s long-term viability, Management has developed a strategic plan focused on the

22 unchanged sentences

consolidated financial statements include the accounts of EvoAir International, WKL Eco Earth Holdings, WKL Eco Earth, WKL Green Energy,

and its 67.5 % owned EvoAir Manufacturing which included a 100 % owned subsidiary, Evo Air Marketing, 55 % owned WKL EcoEarth Indochina,

and its 62.5 % owned WKL Guanzhe.

and its 67.5 % owned EvoAir Manufacturing which included a 100 % owned subsidiary, Evo Air Marketing, 55 % owned WKL EcoEarth

Indochina, and its 62.5 % owned WKL Guanzhe.

intercompany accounts and transactions have been eliminated in consolidation.

27 unchanged sentences

in the financial statements.

As of May 31, 2025, and August 31, 2024, the Company established that there are items that represented components

of comprehensive income and, therefore, has included a statement of comprehensive income in the financial statements.

As of November 30, 2025, and August 31, 2025, the Company established that there are items that represented

components of comprehensive income and, therefore, has included a statement of comprehensive income in the financial statements.

Currency Translation

42 unchanged sentences

Interest is not charged on past due accounts.

of May 31, 2025 and August 31, 2024, our accounts receivable amounted to $ 59,495 and $ 62,914 ,

respectively, with no allowance for credit losses.

of November 30, 2025, and August 31, 2025, our net accounts receivable totaled $ 22,080 and $ 56,235 , respectively, after deducting allowances

for credit losses of $ 24,860 and $ 25,409 , respectively.

The modest decrease in the allowance for credit losses was attributable to foreign

currency translation adjustments.

consist primarily of finished goods, raw materials, and work-in-process (“WIP”) from WKL Eco Earth, WKL EcoEarth Indochina,

13 unchanged sentences

OF ESTIMATED USEFUL LIVES OF ASSETS

and machineries

and equipment

Plant and machineries

Office equipment

Furniture and equipment

and maintenance costs are charged to expense as incurred.

36 unchanged sentences

revenue on the balance sheet.

As of August 31, 2024, deferred revenue totaled $ 10,012 , with $ 5,979 was recognized as revenue during

the nine months ended May 31, 2025.

As of May 31, 2025, the Company recorded a deferred revenue balance of $ 16,014 .

As of November 30, 2025 and August 31, 2025, the Company recorded a deferred revenue balance of $ 29,630

and $ 11,005 , respectively.

Offering Costs

1 unchanged sentence

“Expenses of Offering”.

Deferred offering costs consist of underwriting, legal and other expenses incurred through the balance

sheet date that are directly related to the intended initial public offering (“IPO”).

Deferred offering costs will be charged

to shareholders’ equity netted against the proceeds upon the completion of the IPO.

Should the IPO prove to be unsuccessful, these

deferred costs, as well as additional expenses to be incurred, will be charged to operations.

As of May 31, 2025, and August 31, 2024,

the Company deferred $ 3,210,094 and $ 449,576 of offering costs, respectively.

Such costs will be deferred and will be offset against

the offering proceeds upon the completion of the IPO.

Deferred offering costs consist of underwriting, legal and other expenses incurred through the

balance sheet date that are directly related to the intended initial public offering (“IPO”).

Deferred offering costs

will be charged to shareholders’ equity netted against the proceeds upon the completion of the IPO.

Should the IPO prove to be

unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations.

deferred offering costs of $ 3,225,464 as of both November 30, 2025 and August 31, 2025.

Such costs will be deferred and will be

offset against the offering proceeds upon the completion of the IPO.

have entered into operating agreements primarily for office and factory.

We determine if an arrangement is a lease at inception.

all classes of underlying assets, we elect not to recognize right of use assets or lease liabilities when a lease has a lease term of

12 months or less at the commencement date and does not include an option to purchase the underlying asset that we are reasonably certain

Operating lease assets and liabilities are included on our consolidated balance sheet as of May

all classes of underlying assets, we elect not to recognize right of use assets or lease liabilities when a lease has a lease term

of 12 months or less at the commencement date and does not include an option to purchase the underlying asset that we are reasonably

certain to exercise.

Operating lease assets and liabilities are included on our consolidated balance sheet as of November

lease assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date.

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stock that could share in the earnings of the Company.

As of May 31,

2025 , the Company has no potentially dilutive securities, such as options or warrants, currently

issued and outstanding.

Reclassification

Certain prior year amounts have been

reclassified for consistency with the current year presentation.

These reclassifications had no effect on the reported results of operations.

As of November 30, 2025, the Company has no potentially dilutive securities, such

as options or warrants, currently issued and outstanding.

Issued Accounting Pronouncements

November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”)

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, by introducing key amendments to enhance disclosures

in public entities’ reportable segments.

Notable changes include the mandatory disclosure of significant segment expenses regularly

provided to the chief operating decision maker (“CODM”), disclosure of other segment items, and requirements for consistency

in reporting measures used by the CODM.

The amendments in this update are effective for fiscal years beginning after December 15, 2023,

and interim periods within fiscal years beginning after December 15, 2024.

Accordingly, the Company adopted the provisions of ASU 2023-07

as of January 31, 2025.

The adoption of the new standard had no impact on the Company’s financial position, results of operations

or cash flows on the date of transition.

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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foreign jurisdiction.

The ASU is effective for fiscal years beginning after December 15, 2024.

The Company is currently evaluating the

effects, if any, that the adoption of ASU 2023-09 may have on its financial position, results of operations, cash flows, or disclosures.

November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures

(Subtopic 220-40):

Disaggregation of Income Statement Expenses, which requires public business entities to disclose specific information

about certain costs and expenses.

The amendments in this update are effective for fiscal years beginning after December 15, 2026, and

interim periods within fiscal years beginning after December 15, 2027.

The Company adopted ASU 2023-09 effective

September 1, 2025.

The adoption did not have a material effect on its financial position, results of operations, or cash flows, but resulted

in expanded disclosures in its consolidated financial statements.

November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic

Disaggregation of Income Statement Expenses, which requires public business entities to disclose specific information about

certain costs and expenses.

The amendments in this update are effective for fiscal years beginning after December 15, 2026, and interim

periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating

the effects, if any, that the adoption of ASU 2024-03 may have on its financial position, results of operations, cash flows, or disclosures.

The Company is currently evaluating the effects,

if any, that the adoption of ASU 2024-03 may have on its financial position, results of operations, cash flows, or disclosures.

are no other recently issued accounting pronouncements that have not yet been adopted that the Company considers material to its consolidated

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consist of the following:

OF INVENTORIES

materials and supplies

SCHEDULE OF INVENTORIES

November 30, 2025

August 31, 2025

Finished goods

Raw materials and supplies

6 DEPOSIT, PREPAYMENTS AND OTHER RECEIVABLES

prepayments and other receivables consists of the following:

OF DEPOSIT PREPAYMENTS AND OTHER RECEIVABLES

and Prepayments

receivables (Advances to suppliers)

SCHEDULE OF DEPOSIT

PREPAYMENTS AND OTHER RECEIVABLES

November 30, 2025

August 31, 2025

Deposits and Prepayments

Other receivables (Advances to suppliers)

7 PROPERTY, PLANT AND EQUIPMENT, NET

plant and equipment consist of the following:

OF PROPERTY, PLANT AND EQUIPMENT

and machineries

and equipment

SCHEDULE OF PROPERTY,

PLANT AND EQUIPMENT

November 30, 2025

August 31, 2025

Plant and machineries

Office equipment

Furniture and equipment

Property, plant and equipment gross

Accumulated depreciation

plant and equipment, net

expense for the nine months ended May 31, 2025 ,

was $ 84,729 .

Depreciation expense for the period ended May 31, 2024 , was $ 187,729 .

Property, plant and equipment, net

Depreciation expenses amounted to $ 27,904 and $ 19,166 for the three months ended November 30, 2025 and 2024, respectively.

8 – INTANGIBLE ASSETS

below table summarizes the identifiable intangible assets as of May

31, 2025 , and August 31, 2024:

SUMMARY OF INTANGIBLE ASSETS

1-Portable Air Cooler

2-Condensing Unit

below table summarizes the identifiable intangible assets:

SUMMARY OF INTANGIBLE

November 30, 2025

August 31, 2025

Technology 1-Portable Air Cooler

Technology 2-Condensing Unit

Finite- lived intangible assets, gross

Technology-related intangible asset impairment

Accumulated technology-related intangible asset impairment

( 27,511,542 )

carrying amount

Adjusted carrying amount

Accumulated amortization

1 unchanged sentence

( 14,056,447 )

expenses for intangible assets for the nine months ended May

31, 2025 , and 2024 were $ 2,707,257 and $ 3,118,041 respectively.

Intangible assets, net

Amortization expenses for intangible assets amounted to $ 636,425 and $ 902,419 for the three months ended November 30, 2025 and 2024, respectively.

9 ACCOUNTS PAYABLE, ACCRUALS, AND OTHER PAYABLES

payable and accruals, and other payables consist of the following:

SCHEDULE OF ACCOUNTS PAYABLES ACCRUALS AND OTHER PAYABLE

SCHEDULE OF ACCOUNTS

PAYABLES ACCRUALS AND OTHER PAYABLE

10 RELATED PARTY TRANSACTIONS

due to shareholders

due to shareholders are unsecured loans bearing 3% annual interest, with a six-month term or as mutually agreed by the parties.

The Company reported amount due to

shareholders of $ 2,174,737 and

$ 1,202,692 as

of May 31, 2025 ,

due to shareholders are unsecured, with interest of 3% to 8% per annum accrue on a daily basis and tenure of 6 months, until the successful

uplisting or terms mutually between the parties.

The Company reported amount due to shareholders of $ 2,818,747 and $ 2,436,407 as of November

30, 2025, and August 31, 2025, respectively.

2 unchanged sentences

shares with a par value of $ 0.001 per share.

the nine months period ended May 31, 2024, the Company issued 373,822 shares of Common Stock at a per share purchase price of $ 2.50 as

the three months ended November 30, 2024, the Company issued 373,822 shares of Common Stock at a per share purchase price of $ 2.50 as

the Offering for gross proceeds of $ 934,534 received in the fiscal year ended August 31,2023.

the nine months period ended May 31, 2024, the Company issued in aggregate 52,107 shares of Common Stock to 15 referral agents in consideration

the three months ended November 30, 2024, the Company issued in aggregate 52,107 shares of Common Stock to 15 referral agents in consideration

for their referral to the Company of certain investors.

November 21, 2023, the Company issued, in aggregate, 5,500 shares of Common Stock to two individuals in consideration for marketing services

provided to the Company by Artisan Creative Studio, a marketing entity based in Malaysia.

On November 21, 2023, the Company issued, in aggregate,

5,500 shares of Common Stock to two individuals in consideration for marketing services provided to the Company by Artisan Creative Studio,

a marketing entity based in Malaysia.

April 12, 2024, the Company’s board of directors unanimously resolved to effect a reverse stock split of the Company’s common

7 unchanged sentences

shares of Common Stock in consideration for their corporate and business development consulting services.

a result of the 1:4 Reverse Stock Split, each 4 pre-split shares of Common Stock outstanding will automatically combine into one new

share of Common Stock without any action on the part of the holders.

Therefore, as of May 31, 2025, and August 31, 2024, the Company

had 27,180,631 and 25,685,591 shares of its common stock issued and outstanding, respectively.

a result of the 1:4

Reverse Stock Split, each 4 pre-split shares of Common Stock outstanding will automatically combine into one new share of

Common Stock without any action on the part of the holders.

Therefore, as of November 30, 2025 and August 31, 2025, the Company had 27,180,631 shares of common stock issued and outstanding.

12 INCOME TAXES

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Eco Earth Holdings is incorporated in Singapore, and under the current tax laws of Singapore, its standard corporate income tax rate

Eco Earth, WKL Green Energy and Evoair Manufacturing (including its 100 % subsidiary Evo Air Marketing) are incorporated in Malaysia and

are subject to common corporate income tax rate at 24 %.

Eco Earth, WKL Green Energy and Evoair Manufacturing (including its 100 % subsidiary Evo Air Marketing) are incorporated in Malaysia

and are subject to common corporate income tax rate at 24 %.

EcoEarth Indochina is incorporated in Cambodia, and under the current tax laws of Cambodia, its standard corporate tax rate is

9 unchanged sentences

between the statutory tax rate to income before income taxes and the actual provision for income taxes is as follows:

SCHEDULE OF RECONCILIATION BETWEEN THE STATUTORY TAX RATE AND THE ACTUAL PROVISION

Statutory rate

of reconciling items for tax purposes

income tax rate

SCHEDULE OF RECONCILIATION

BETWEEN THE STATUTORY TAX RATE AND THE ACTUAL PROVISION

November 30, 2025

August 31, 2025

November 30, 2025

August 31, 2025

US Statutory rate

Effect of reconciling items for tax purposes

Effective income tax rate

components of net deferred tax assets are as follows:

SCHEDULE OF COMPONENTS OF NET DEFERRED TAX ASSETS

SCHEDULE OF COMPONENTS OF NET DEFERRED

operating loss carry-forward

valuation allowance

( 46,300,000 )

( 39,400,000 )

deferred tax asset

Company had net operating loss carry forwards for tax purposes of approximately $ 46,300,000 as of May 31, 2025, and approximately $ 39,400,000

as of August 31, 2024, which may be available to offset future taxable income.

Utilization of the net operating loss carry forwards may

be subject to substantial annual limitations due to the ownership change limitations provided by Section 381 of the Internal Revenue

Code of 1986, as amended.

The annual limitation may result in the expiration of net operating loss carry forwards before utilization.

Company had net operating loss carry forwards for tax purposes of approximately $ 55,000,000 at

November 30, 2025, and approximately $ 54,000,000 at August 31, 2025, which may be available

to offset future taxable income.

Utilization of the net operating loss carry forwards may be subject to substantial annual limitations

due to the ownership change limitations provided by Section 381 of the Internal Revenue Code of 1986, as amended.

The annual limitation

may result in the expiration of net operating loss carry forwards before utilization.

13 ROU ASSET AND LEASES

lease is defined as a contract that conveys the right to control the use of identifiable tangible property for a period of time in exchange

for consideration.

The Company adopted ASC Topic 842 which primarily affected the accounting treatment for operating lease agreements

in which the Company is the lessee including the Company’s leases of office and factory.

The Company elected to not recognize ROU

assets and lease liabilities arising from short-term leases with initial lease terms of twelve months or less (deemed immaterial) on

the accompanying consolidated balance sheets.

lease is defined as a contract that conveys the right to control the use of identifiable tangible property for a period of time in

exchange for consideration.

The Company adopted ASC Topic 842 which primarily affected the accounting treatment for operating lease

agreements in which the Company is the lessee including the Company’s leases of office and factory.

The Company elected not to

recognize ROU assets and lease liabilities arising from short-term leases with initial lease terms of twelve months or less (deemed

immaterial) on the accompanying consolidated balance sheets.

assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred.

5 unchanged sentences

incremental borrowing rate of 10 %.

March 28, 2023, the Company entered into a lease termination agreement to its Cambodia office lease at #65, 1st, 2nd and 3rd Floor, Street

123, Sangkat Toul Tumpong I, Khan Chamkarman, Phnom Penh, Cambodia (the “Lease Termination”).

The Lease Termination terminated

the Company’s rights and obligations with respect to the leased premises on April 15, 2023.

As such, the ROU assets and operating

lease liabilities were remeasured, and the Company recorded a gain of $ 14,890 as a component of operating expenses for the year ended

August 31, 2023.

No impairment of the ROU assets was deemed to have occurred.

January 2025, the Company entered into a supplemental agreement amending its existing PRC factory lease agreement (original Contract

effective from 2021) with the lessor.

The amendment reduces the leased area of the existing factory space.

Company determined that the amendment qualifies as a lease modification under ASC 842-10-25-8 because it decreases the scope of the leased

asset (reduced factory space) without granting additional rights of use, and the decrease in consideration is commensurate with the reduced

scope, adjusted for market conditions and the Company’s circumstances.

This modification is accounted for as a partial termination

of the existing lease.

amendments were accounted for as lease modifications effective February 1, 2025.

Per ASC 842-10-25-8, the lease liability was remeasured

at the modification date as the present value of the revised lease payments over the remaining term, discounted using the Company’s

incremental borrowing rate of 4.75 % (the rate implicit in the lease was not readily determinable).

The ROU asset was adjusted proportionately

to reflect the reduction in leased area, with any difference between the reduction in the ROU asset and the lease liability recognized

as a loss of $ 19,396 in net loss.

following is a summary of ROU asset and operating lease liabilities:

SUMMARY OF ROU ASSET AND OPERATING LEASE LIABILITIES

lease liabilities

SUMMARY OF ROU ASSET

AND OPERATING LEASE LIABILITIES

November 30, 2025

August 31, 2025

Operating lease liabilities

Operating lease liabilities current

lease liabilities

lease liabilities non current

lease liabilities

of May 31, 2025, the remaining maturities of lease liabilities were as follows:

SCHEDULE OF MATURITIES OF LEASE LIABILITIES

Operating lease liabilities

Operating lease liabilities non-current

Total lease liabilities

of November 30, 2025, the remaining maturities of lease liabilities were as follows:

SCHEDULE OF MATURITIES

OF LEASE LIABILITIES

Operating lease

14 COMMITMENTS AND CONTINGENCIES

the normal course of business, we are subject to the effects of certain contractual stipulations, events, transactions, and laws and

regulations that may, at times, require the recognition of liabilities.

We establish estimated liabilities when the associated costs

related to uncertainties or guarantees become probable and can be reasonably estimated.

For the period ended May 31, 2025,

there were no significant changes to our estimated liabilities from those reported in the Commitments and Contingencies note of the condensed

consolidated financial statements in our Form 10-Q.

the normal course of business, the Company may be exposed to litigation.

When the Company becomes aware of potential litigation, it evaluates

the merits of the case in accordance with FASB ASC 450-20-50, Contingencies.

The Company evaluates its exposure to the matter, possible

legal or settlement strategies and the likelihood of an unfavorable outcome.

If the Company determines that an unfavorable outcome is

probable and can be reasonably estimated, it establishes the necessary accruals.

As of November 30, 2025, the Company is not aware

of any contingent liabilities that should be reflected in the financial statements.

15 SUBSEQUENT EVENTS

accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to May 31, 2025, to the date these

consolidated financial statements were issued, and has determined that it does not have any material subsequent events to disclose in

these consolidated financial statements.

accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to November 30, 2025, to the date

these consolidated financial statements were issued, and has determined that it does not have any material subsequent events to disclose

in these consolidated financial statements.

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-Q

Item 1. Financial Statements