Linkhome Holdings Inc. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2024. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective. Management’s Report on Internal Controls Over Financial Reporting This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. None . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 23 PART III Item 10. Directors, Executive Officers and Corporate Governance. Executive Officers and Directors The following table provides information regarding our executive officers and directors as of March 27, 2025. Name Age Position(s) Executive Officers Zhen “Bill” Qin (2)(3) 36 Chairman of the Board of Directors, Chief Executive Officer and Director Na Li 40 Chief Financial Officer and Director Yuan Gao 25 Chief Technology Officer Non-Employee Directors Xiaoyu Li (1) 42 Director Minghui Sun (1)(2)(3) 33 Director Xin Liu (1)(2)(3) 43 Director (1) Member of the audit committee. (2) Member of the compensation committee. (3) Member of the nominating and corporate governance committee. Executive Officers Zhen “Bill” Qin has served as our Chief Executive Officer and Chairman of our Board since October 2023. He has also served as Chief Executive Officer of our wholly owned subsidiary, Linkhome Realty Group since July 2021. Before joining Linkhome Realty Group, Mr. Qin was an independent realtor for Harvest Realty Development Inc. from March 2020 to July 2021. He also served as Chief Executive Officer of USA Bestway Group Inc. from April 2016 to March 2020. Mr. Qin holds a master’s degree from the University of California, Irvine. We believe that Mr. Qin’s deep understanding of our company and his real estate industry experience qualifies him to serve on our Board. Na Li has served as our Chief Financial Officer and as a member of our Board since October 2023. She has also served as Chief Financial Officer of our wholly owned subsidiary, Linkhome Realty Group since July 2021. Before joining Linkhome Realty Group, Ms. Li was an independent realtor for Harvest Realty Development Inc. from March 2020 to July 2021. She also served as Chief Financial Officer of USA Bestway Group Inc. from April 2016 to March 2020. We believe that Ms. Li’s deep understanding of our company and her real estate industry experience qualifies her to serve on our Board. Yuan Gao has served as our Chief Technology Officer since October 2023 and has also served as Chief Technology Officer of our wholly owned subsidiary, Linkhome Realty Group since June 2023. In 2021, he assisted Sensen Group in expanding their local business operations. Mr. Gao holds a master’s degree from the University of California, Irvine. He has participated in the development of several programming projects on the Discord platform as a third-party developer and established his own artificial intelligence models on the OpenAI platform. He is among the few technical experts proficient in configuring large AI models such as Gemma, Llama-2, and Grok, and has been involved in the extensive training of various artificial intelligence models. 24 Non-Employee Directors Minghui Sun has served as a member of our Board since November 2024. Ms. Sun has been the Chief Executive Officer of Qin Express since 2021. Before then, Ms. Sun served as Vice President of Meibao International Group. Ms. Sun earned her bachelor’s degree from Zhengzhou Huaxin University. Ms. Sun was selected to serve as a director due to her experience with marketing, branding and consumer insights. Xin Liu has served as a member of our Board since November 2024. Mr. Liu has been the Chief Financial Officer of Tellus Power North America since January 2024. From December 2019 to December of 2023, he served as an accounting consultant at KBC. Prior to KBC, Mr. Liu was a Specialist in the U.S. Army. Mr. Liu earned a bachelor’s degree from San Francisco State University. Mr. Liu was selected to serve as a director due to his experience in executive leadership, business operations and corporate governance. Xiaoyu Li has served as a member of our Board since December 2024. Mr. Li has been the Chief Executive Officer of Borderx Media LLC since November 2023. From July 2011 to November 2023, he served as President of Whitley International Co. Ltd. Mr. Liu earned a bachelor’s degree from Dongbei University of Finance and Economics and both a master’s degree and Doctor of Philosophy from Clemson University. Mr. Li was selected to serve as a director due to his experience in ecommerce and social media marketing. Our Chief Executive Officer and our Chief Financial Officer, each of whom are also members of our Board, are married. There are no family relationships between any other officers or directors. Codes of Business Conduct and Ethics Upon completion of our IPO, our Board will adopt a code of business conduct and ethics that applies to all of our employees, officers, and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. The full text of our code of conduct will be posted on the investor relations section of our website at https://www.linkhomeai.com . The reference to our website address in this prospectus does not include or incorporate by reference the information on our website into this prospectus. We intend to disclose future amendments to certain provisions of our code of conduct, or waivers of these provisions, on our website or in public filings to the extent required by the applicable rules and exchange requirements. Controlled Company Status Upon completion of our IPO, the Controlling Stockholders will hold a majority of the voting power of our outstanding Common Stock. Accordingly, we expect to be considered a “controlled company” under the Nasdaq Listing Rules. As a controlled company, certain exemptions under the Nasdaq Listing Rules will exempt us from the obligation to have a compensation committee that is composed entirely of independent directors, that our nominating and governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities or that we have a majority independent board. We intend to use these exemptions following the completion of our IPO. Board of Directors Composition Our Board currently consists of five members. Our Board has determined three of our directors are independent directors in accordance with the listing requirements of Nasdaq. The Nasdaq independence definition includes a series of objective tests, including that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his or her family members has engaged in various types of business dealings with us. In addition, as required by Nasdaq rules, our Board has made a subjective determination as to each independent director that no relationships exist, which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of the director. In making these determinations, our Board reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management. Each of our current directors will continue to serve until the election and qualification of his or her successor, or his or her earlier death, resignation or removal. 25 Director Independence In connection with our IPO, we have applied to list our Common Stock on the Nasdaq Capital Market. Under the rules of Nasdaq, independent directors must compose a majority of a listed company’s board of directors within a specified period of the completion of our IPO. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Under the rules of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries. We intend to satisfy the audit committee independence requirements of Rule 10A-3 as of the completion of our IPO. Our Board has undertaken a review of the independence of each director and considered whether each director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our Board determined that all of our non-employee directors are “independent directors” as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of Nasdaq. In making these determinations, our Board reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management, including the beneficial ownership of our capital stock by each non-employee director and the transactions involving them described under “ Certain Relationships and Related-Party Transactions .” Committees of the Board of Directors Our Board has an audit committee, a compensation committee, and a nominating and corporate governance committee, each of which has the composition and responsibilities described below as of the closing of our initial public offering. Members serve on these committees until their resignation or until otherwise determined by our Board. As required by the Nasdaq Listing Rules, our audit committee and compensation committee operates under a charter approved by our Board. Copies of audit committee and compensation committee charter are posted on the investor relations section of our website at https://us.linkhomeai.com . 26 Audit Committee Our audit committee is comprised of Xiaoyu Li, Xin Liu, and Minghui Sun. Mr. Liu is the chairman of our audit committee. The composition of our audit committee meets the requirements for independence under the current Nasdaq and SEC rules and regulations. Each member of our audit committee is financially literate. In addition, our Board has determined that Mr. Liu is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act. This designation does not impose on him any duties, obligations, or liabilities that are greater than are generally imposed on members of our audit committee and our Board. The audit committee assists our Board in overseeing the quality and integrity of our accounting, auditing, and reporting practices. The audit committee’s role includes: ● overseeing the work of our accounting function and internal controls over financial reporting; ● overseeing internal audit processes; ● inquiring about significant risks, reviewing our policies for risk assessment and risk management, including cybersecurity risks, and assessing the steps management has taken to control these risks; ● reviewing proposed waivers of the code of conduct for directors and executive officers; and ● reviewing compliance with significant applicable legal, ethical, and regulatory requirements. Our audit committee is responsible for the appointment, compensation, retention, and oversight of the independent registered public accounting firm engaged to issue audit reports on our consolidated financial statements and internal control over financial reporting. The audit committee relies on the expertise and knowledge of management and the independent registered public accounting firm in carrying out its oversight responsibilities. Our compensation committee is comprised of Bill Qin, Minghui Sun and Xin Liu. Mr. Qin is the chairperson of our compensation committee. Our compensation committee is responsible for, among other things: ● reviewing and approving, or recommending that our Board approve, the compensation of and compensatory agreements with our executive officers; ● reviewing and recommending to our Board the compensation of our directors; ● administering our stock and equity incentive plans; ● reviewing and approving, or making recommendations to our Board with respect to, incentive compensation and equity plans; and ● reviewing our overall compensation philosophy. Nominating and Corporate Governance Committee Our nominating and corporate governance committee is comprised of Bill Qin, Minghui Sun and Xin Liu. Mr. Qin is the chairperson of our nominating and corporate governance committee. Our nominating and corporate governance committee is responsible for, among other things: ● identifying and recommending candidates for membership on our Board; ● reviewing and recommending changes to our corporate governance guidelines and policies; ● overseeing the process of evaluating the performance of our Board; and ● assisting our Board on corporate governance matters. 27 Item 11. Executive Compensation. Introduction As an emerging growth company, we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies,” as such term is defined in the rules promulgated under the Securities Act. This section discusses the material components of the executive compensation program for our named executive officer (“NEO”) for our Fiscal Year and the fiscal year ending December 31, 2023 (“Fiscal Year 2023”), its Chief Executive Officer Zhen “Bill” Qin. Mr. Qin was the only executive officer of the Company serving in our Fiscal Year and Fiscal Year 2023 whose compensation is required to be reported under SEC rules. The following discussion may contain forward-looking statements that are based on current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that the Company adopts could vary significantly from historical practices and currently planned programs summarized in this discussion. Compensation Program The objective of the compensation program of the Company and its subsidiaries (the “Company Group”) is to provide a total compensation package to its executives, including its NEO, that will enable the Company Group to attract, motivate and retain outstanding individuals, align the interests of our executive team with those of our stockholders, encourage individual and collective contributions to the successful execution of our short- and long-term business strategies and reward our executives for performance. ● Base Salary. Our NEO is paid a base salary commensurate with the executive’s skill set, experience, performance, role and responsibilities. Under Mr. Qin’s offer letter, he was eligible to receive $3,000 per month in base salary. Mr. Qin received $36,000 in total base salary payments for our Fiscal Year. ● Short-Term Cash Incentives. During our Fiscal Year, Mr. Qin did not receive any sales commission.. ● Long-Term Equity Incentives. During our Fiscal Year, the Company did not grant any incentive equity awards to Mr. Qin. Summary Compensation Table The following table presents information regarding the total compensation awarded to, earned by and paid to the Company’s NEO, Mr. Qin, for services rendered to the Company Group in all capacities in our Fiscal Year and Fiscal Year 2023. Name and Principal Position Year Salary ($) Total ($) Zhen “Bill” Qin (1) 2024 $ 36,000 $ 36,000 Chief Executive Officer 2023 $ 50,500 $ 50,500 (1) In 2024, Mr. Qin served as CEO, and the amount reported as salary represents base salary payments and sales commissions paid to him for his service. 28 Narrative Disclosure to the Summary Compensation Table Employee Benefits The Company Group does not currently maintain any employee benefits for its employees, including Mr. Qin. Agreements with our NEO Mr. Qin is a party to an employment agreement with Linkhome Realty, dated July 20, 2021 (the “Qin Employment Agreement”), under which he serves as Chief Executive Officer of Linkhome Realty. The Qin Employment Agreement provides for base salary of $3,000 per month, eligibility for certain employee benefits once adopted by the Company and certain confidentiality covenants that apply during and after employment. Outstanding Equity Awards at Our Fiscal Year-End Mr. Qin did not have any outstanding incentive equity awards as of December 31, 2024. Potential Payments Upon Termination or Change in Control Mr. Qin is eligible for two weeks of salary continuation following a termination by the Company of his employment and the Qin Employment Agreement. Mr. Qin is not eligible for any other potential payments upon any form of termination or resignation of employment or a change in control of the Company if such event took place on December 31, 2024 or at any other point during Fiscal Year. Director Compensation None of the Company’s non-employee directors received any compensation related to the director’s Board service in our Fiscal Year or Fiscal Year 2023 or had any outstanding equity awards as of December 31, 2024. Any directors that also serve as employees of the Company are not entitled to additional compensation for their Board service. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Beneficial Ownership Prior to this Offering Beneficial Ownership After this Offering Name and Address of Beneficial Owner † Number Percent Number Percent Directors and Named Executive Officers: Bill Qin (1) 7,650,000 52.74 % 7,650,000 48.56 % Na Li (2) 250,000 1.72 % 250,000 1.59 % Yuan Gao 0 0 % 0 0 % Xiaoyu Li 0 0 % 0 0 % Minghui Sun 0 0 % 0 0 % Xin Liu 0 0 % 0 0 % All executive officers and directors as a group (6 persons) 7,900,000 54.46 % 7,900,000 50.14 % Other 5% Stockholders: Haiyan Ma (3) 1,800,000 12.41 % 1,800,000 11.42 % Rapid Deals Inc. (4) 750,000 5.52 % 750,000 5.08 % † Unless otherwise indicated the business address for each of the individuals is 2 Executive Circle, Suite 100, Irvine, CA 92614 * Represents beneficial ownership of less than one percent. (1) Mr. Qin may also be deemed to indirectly beneficially own 250,000 shares of common stock held by his spouse. Mr. Qin disclaims beneficial ownership of the shares held by his spouse except to the extent of his pecuniary interest therein. (2) Ms. Li may also be deemed to indirectly beneficially own 7,650,000 shares of common stock held by her spouse. Ms. Li disclaims beneficial ownership of the shares held by her spouse except to the extent of her pecuniary interest therein. (3) The address of Haiyan Ma is 221 Culture, Irvine, CA 92618. (4) The address of Rapid Deals Inc. is 1040 Walnut Ave., Pomona, CA 91766. 29 Item 13. Certain Relationships and Related Transactions, and Director Independence. Since January 1, 2022 there has not been any transaction or series of similar transactions to which we were, or will be, a party in which the amount exceeded, or will exceed, the lesser of (i) $120,000 or (ii) one percent of our total assets for the last two completed fiscal years, and in which any director, executive officer, or beneficial holders of more than five percent of any class of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest except for to the executive officer and director compensation arrangements discussed above under “Management — Non-Employee Director Compensation” and “Executive Compensation,” and the following: Related Parties The following individuals are considered related parties due to their roles and shareholdings in the Company: ● Haiyan Ma: Shareholder with 12.41% ownership. ● Zhen Qin: Chairman of the Board, Chief Executive Officer, and shareholder with 52.74% ownership. Zhen Qin also serves as a licensed real estate agent acting on behalf of the Company. ● Na Li: Chief Financial Officer, Director, and shareholder with 1.72% ownership. Na Li is the spouse of Zhen Qin. For the Years Ended December 31, 2024 and 2023 Property Purchases and Sales Through Cash Offer For the year ended December 31, 2024, the Company purchased three properties in cash for $2,884,882 from unrelated parties and subsequently sold them to Haiyan Ma for $2,940,544. For the year ended December 31, 2023, the Company purchased one property in cash for $1,056,370 from an unrelated party and subsequently sold it to Haiyan Ma for $1,069,072. For the year ended December 31, 2024, the Company purchased a property in cash for $1,425,930 from Haiyan Ma, which included $1,420,000 paid to Haiyan Ma as the total consideration and $5,930 in title charges, escrow charges, and other related costs. The Company subsequently sold the property to Na Li for $1,670,000. Real Estate Agency Services For the year ended December 31, 2024, the Company provided real estate agency services to Haiyan Ma, assisting with the sale of two properties and the purchase of one property, for which the Company earned a total of $62,650 in real estate agency commission. For the year ended December 31, 2024, the Company provided real estate agency services to Zhen Qin and Na Li, assisting with the purchase of a property, for which the Company earned $50,000 in real estate agency commission. For the year ended December 31, 2024, the Company provided real estate agency services to two minority shareholders, assisting one shareholder with selling a property and the other shareholder with purchasing a property, for which the Company earned a total of $15,550 in real estate agency commission. Property Management Services For the year ended December 31, 2024, the Company provided tenant placement services to a minority shareholder, assisting with securing a rental property, for which the Company earned $1,800 in property management service revenue. 30 Home Renovation Services For the year ended December 31, 2024, the Company provided home renovation services to Haiyan Ma on three home renovation projects, for which the Company earned $53,012 in home renovation service revenue and incurred $43,332 in renovation costs. For the year ended December 31, 2024, the Company provided home renovation services to Na Li on four home renovation projects, for which the Company earned $64,500 in home renovation service revenue and incurred $56,769 in renovation costs. Commission Expenses For the year ended December 31, 2023, the Company incurred commission expenses of $61,400, which were paid to Zhen Qin for real estate transactions conducted on behalf of the Company. This amount was recorded in cost of revenues. As of December 31, 2024 and 2023 Due to Related Party On May 1, 2024, Zhen Qin lent $530,000 to the Company to support its operational needs. As of December 31, 2024, the Company repaid $475,000 to Zhen Qin, and there was an outstanding balance of $55,000. Item 14. Principal Accountant Fees and Services. The firm of Simon & Edward, LLP acts as our independent registered public accounting firm. Audit Fees . During the period from January 1, 2024 through December 31, 2024, fees for services performed in connection with our IPO were approximately $96,000. Audit-Related Fees. During the period from January 1, 2024 through December 31, 2024, $151 fees for assurance and related services fees to the performance of the audit or review of financial statements amounts to $96,151. Tax Fees . During the period from January 1, 2024 through December 31, 2024, Simon & Edward, LLP did not render services to us for tax compliance, tax advice or tax planning. All Other Fees . During the period from January 1, 2024 through December 31, 2024, there were $0 provided, other than those set forth above. 31 PART IV Item 15. Exhibit and Financial Statement Schedules. (a) Exhibits. Exhibit Number Exhibit Title 1.1* Form of Underwriting Agreement, (incorporated by reference to Exhibit 1.1 to the Company’s Registration Statement on Form S-1 (File No. 333-280379), filed with the Securities and Exchange Commission on June 21, 2024). 3.1* Amended and Restated Certificate of Incorporation, (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File No. 333-280379), filed with the Securities and Exchange Commission on June 21, 2024). 3.2* Bylaws, (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (File No. 333-280379), filed with the Securities and Exchange Commission on June 21, 2024). 4.1* Form of Representative’s Warrants, (incorporated by reference to Exhibit 4.2 to the Post-Effective Amendment No.1 to the Company’s Registration Statement on Form S-1 (File No. 333-280379), filed with the Securities and Exchange Commission on January 13, 2025). 4.2** Description of Securities 10.1* Form of Indemnification Agreement, (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-280379), filed with the Securities and Exchange Commission on June 21, 2024). 10.2#* Employment Agreement, dated as of July 20, 2021, between Linkhome Realty and Zhen Qin, (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (File No. 333-280379), filed with the Securities and Exchange Commission on June 21, 2024). 10.3#* Employment Agreement, dated as of July 20, 2021, between Linkhome Realty and Na Li, (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (File No. 333-280379), filed with the Securities and Exchange Commission on June 21, 2024). 10.4#* Employment Agreement, dated as of June 1, 2023, between Linkhome Realty and Yuan Gao, (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333-280379), filed with the Securities and Exchange Commission on June 21, 2024). 10.5* Lease, by and between The Irvine Company LLC and Goldman Realty & Mortgage Inc., dated July 31, 2023, (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No. 333-280379), filed with the Securities and Exchange Commission on June 21, 2024). 10.6* Form of Subscription Agreement, (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No. 333-280379), filed with the Securities and Exchange Commission on June 21, 2024). 10.7†* California Residential Purchase Agreement, (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-280379), filed with the Securities and Exchange Commission on June 21, 2024). 14.1* Code of Ethics, (incorporated by reference to Exhibit 14.1 to the Company’s Registration Statement on Form S-1 (File No. 333-280379), filed with the Securities and Exchange Commission on June 21, 2024). 19.1** Insider Trading Policy 21.1* List of Subsidiaries, (incorporated by reference to Exhibit 14.1 to the Company’s Registration Statement on Form S-1 (File No. 333-280379), filed with the Securities and Exchange Commission on June 21, 2024). 24.1 Power of Attorney (included on the signature page of the Registration Statement on Form S-1 (File No. 333-280379) as filed with the Commission on June 21, 2024). 31.1** Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). 31.2** Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a). 32.1** Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. 32.2** Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. 97.1** Policy on Recoupment of Incentive Compensation 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 (formatted as Inline XBRL and contained in Exhibit 101). * Previously filed. ** Filed or furnished herewith. † Certain of the schedules and exhibits to the agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request. # Certain private and immaterial portions of the agreement have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. A copy of any redacted information will be furnished to the SEC upon request. (b) Financial Statement Schedule. All financial statement schedules are omitted because they are not applicable or the information is included in the registrant’s consolidated financial statements or related notes. Item 16. Form 10-K Summary. None. 32 SIGNATURES 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. LINKHOME HOLDINGS INC. By: /s/ Zhen Qin Zhen Qin Chairman of the Board and Chief Executive Officer Name Title Date /s/ Zhen Qin Chairman of the Board and Chief Executive Officer March 27, 2025 Zhen Qin (Principal Executive Officer) /s/ Na Li Chief Financial Officer and Director March 27, 2025 Na Li (Principal Financial and Accounting Officer) /s/ Xiaoyu Li Director March 27, 2025 Xiaoyu Li /s/ Minghui Sun Director March 27, 2025 Minghui Sun /s/ Xin Liu Director March 27, 2025 Xin Liu 33 LINKHOME HOLDINGS INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID#2485) F -2 Consolidated Balance Sheets F-3 Consolidated Statements of Income F-4 Consolidated Statements of Changes in Stockholders’ Equity F-5 Consolidated Statements of Cash Flows F-6 Notes to Consolidated Financial Statements F-7 F- 1 Report of Independent Registered Public Accounting Firm Shareholders and Board of Directors Linkhome Holdings Inc. Opinion on the Consolidated financial statements We have audited the accompanying consolidated balance sheets of Linkhome Holdings Inc. and its subsidiary (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of income, stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. PCAOB ID: 2485 We have served as the Company's auditor since 2023. Rowland Heights, CA March 24, 2025 F- 2 LINKHOME HOLDINGS INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2024 AND 2023 December 31, 2024 2023 Assets Current Assets Cash and cash equivalents $ 1,670,949 $ 651,911 Accounts receivable, net 18,160 392 Real estate held for sale 907,061 - Prepaid expenses and other receivables 27,979 25,008 Deferred IPO costs 699,499 - Total Current Assets 3,323,648 677,311 Noncurrent Assets Equipment, net 70,771 87,469 Operating lease right-of-use assets, net 29,410 70,930 Intangible asset 1,449 - Security deposits 4,235 4,235 Total Noncurrent Assets 105,865 162,634 Total Assets $ 3,429,513 $ 839,945 Liabilities and Stockholders’ Equity Current Liabilities Accounts payable $ 21,300 $ 16,703 Auto loan payable, current 8,102 7,605 Operating lease liabilities, current 29,980 41,235 Other current liabilities 830,065 9,490 Due to related party 55,000 - Total Current Liabilities 944,447 75,033 Noncurrent Liabilities Auto loan payable, noncurrent 35,381 43,483 Operating lease liabilities, noncurrent - 29,980 Total Noncurrent Liabilities 35,381 73,463 Total Liabilities 979,828 148,496 Stockholders’ Equity Preferred stock, $ 0.001 par value, 1,000,000 shares authorized, no shares issued and outstanding at December 31, 2024 and 2023 - - Common stock, $ 0.001 par value, 100,000,000 shares authorized, 14,505,000 and 13,500,000 shares issued and outstanding at December 31, 2024 and 2023, respectively 14,505 13,500 Paid-in capital 1,276,690 297,695 Retained earnings 1,158,490 380,254 Total Stockholders’ Equity 2,449,685 691,449 Total Liabilities and Stockholders’ Equity $ 3,429,513 $ 839,945 The accompanying notes are an integral part of these consolidated financial statements. F- 3 LINKHOME HOLDINGS INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 Years Ended December 31, 2024 2023 Net Revenues (including $ 4,858,056 and $ 1,069,072 from related parties for the years ended December 31, 2024 and 2023, respectively) $ 7,615,307 $ 1,369,855 Cost of Revenues 6,144,926 1,117,770 Gross Profit 1,470,381 252,085 Operating Expenses Selling expenses 15,754 4,476 General and administrative expenses 365,207 88,761 Total Operating Expenses 380,961 93,237 Operating Income 1,089,420 158,848 Other (Expenses) Income Interest expense ( 3,115 ) ( 967 ) Financial expense ( 456 ) - Other income (expenses), net 1,739 ( 4,763 ) Total Other Expenses, Net ( 1,832 ) ( 5,730 ) Income before Income Taxes 1,087,588 153,118 Income Tax Expenses 309,352 1,925 Net Income $ 778,236 $ 151,193 Earnings per Share – Basic $ 0.05 $ 0.01 Weighted Average Number of Common Stock Outstanding – Basic 14,357,377 13,500,000 The accompanying notes are an integral part of these consolidated financial statements. F- 4 LINKHOME HOLDINGS INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 Preferred stock Common stock Additional paid-in capital (capital Retained Total stockholder’s Shares Amount Shares Amount deficiency) earnings equity Balance at December 31, 2022 - $ - 13,500,000 $ 13,500 $ ( 5,305 ) $ 250,215 $ 258,410 Capital contribution - - - - 303,000 - 303,000 Dividend paid - - - - - ( 21,154 ) ( 21,154 ) Net income - - - - - 151,193 151,193 Balance at December 31, 2023 - $ - 13,500,000 $ 13,500 $ 297,695 $ 380,254 $ 691,449 Common shares issued for equity financing - - 1,005,000 1,005 978,995 - 980,000 Net income - - - - - 778,236 778,236 Balance at December 31, 2024 - $ - 14,505,000 $ 14,505 $ 1,276,690 $ 1,158,490 $ 2,449,685 The accompanying notes are an integral part of these consolidated financial statements. F- 5 LINKHOME HOLDINGS INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 Years Ended December 31, 2024 2023 Cash Flows from Operating Activities Net Income $ 778,236 $ 151,193 Adjustments to reconcile net income to net cash (used in) provided by operating activities: Depreciation 18,762 6,042 Lease expense 45,347 15,115 Change in allowance for credit losses ( 9,092 ) - Changes in operating assets and liabilities: Accounts receivable ( 8,676 ) 106,289 Real estate held for sale ( 907,061 ) - Prepaid expenses and other receivables ( 2,971 ) ( 25,008 ) Deferred IPO costs ( 699,499 ) - Security deposits - ( 4,235 ) Accounts payable 4,597 ( 25,800 ) Other current liabilities 820,575 14,548 Payment of lease liabilities ( 45,062 ) ( 14,830 ) Net Cash (Used in) Provided by Operating Activities ( 4,844 ) 223,314 Cash Flows from Investing Activities Purchase of furniture and fixtures ( 982 ) ( 4,343 ) Purchase of office equipment ( 1,082 ) ( 929 ) Purchase of automobile - ( 35,250 ) Purchase of trademark ( 1,449 ) - Net Cash Used in Investing Activities ( 3,513 ) ( 40,522 ) Cash Flows from Financing Activities Repayments of auto loan payable ( 7,605 ) ( 1,690 ) Proceeds from related party dues 880,000 - Repayments of related party dues ( 825,000 ) - Proceeds from shares issued in equity financing 980,000 - Proceeds from capital contribution - 303,000 Dividend paid - ( 21,154 ) Net Cash Provided by Financing Activities 1,027,395 280,156 Net Increase in Cash and Cash Equivalents 1,019,038 462,948 Cash and Cash Equivalents, Beginning of Period 651,911 188,963 Cash and Cash Equivalents, End of Period $ 1,670,949 $ 651,911 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash Paid for Interest $ 3,115 $ 5,838 Cash Paid for Income Taxes $ 4,120 $ 800 The accompanying notes are an integral part of these consolidated financial statements. F- 6 LINKHOME HOLDINGS INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 — ORGANIZATION AND DESCRIPTION OF BUSINESS Organization and Business Linkhome Holdings Inc. (“Linkhome”, “Linkhome Holdings” or the “Company”) was incorporated in the State of Nevada, U.S. on November 6, 2023 . The Company is a holding entity with no material operation of its own. Linkhome conducts substantially all of the operations through its fully owned subsidiary Linkhome Realty Group (“Linkhome Realty” or the “Subsidiary”), formerly known as Goldman Realty & Mortgage Inc.. Linkhome Realty was incorporated in the State of California, U.S. on July 13, 2021, and is engaged in real estate related activities including real estate purchases and sales through Cash Offer, and various real estate services, such as real estate agency service for buying and selling properties, property management, home renovation and mortgage referral services. On November 17, 2023, Linkhome Realty obtained the Company’s real estate broker license, following the Company’s Chief Executive Officer’s (“CEO”) receipt of his personal real estate broker license on August 8, 2023. On December 1, 2023, all the shareholders of Linkhome Realty transferred all of their ownerships in Linkhome Realty and exchanged for 13,500,000 shares of Linkhome Holdings, for which the CEO is the major shareholder. The transfer was considered as a reorganization of entities under common control. The consolidation of the Company and its subsidiary has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements. NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding consolidated financial reporting. The consolidated financial statements include the accounts of Linkhome Holdings and Linkhome Realty. All intercompany transactions and balances between the Company and its subsidiary have been eliminated upon consolidation. In the opinion of management, such financial information includes all adjustments (consisting only of normal recurring adjustments, unless otherwise indicated) considered necessary for a fair presentation of the Company’s financial position at such date and the operating results and cash flows for such periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. F- 7 Use of Estimates The preparation of the 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 as of the dates of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. These estimates and judgments include, but are not limited to, revenue recognition, allowance for credit losses, income taxes, the useful lives of long-lived assets and assumptions used in assessing impairment of long-lived assets. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Although actual amounts may differ from the estimated amounts, such differences are not likely to be material. Cash and Cash Equivalents For purposes of the statements of cash flows, the Company considers cash, money market funds, investments in interest bearing demand deposit accounts, time deposits and all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalent readily convertible to known amounts of cash are subject to an insignificant risk of changes in value. Credit Losses On January 1, 2023, the Company adopted ASU 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASC 326”). This standard replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. CECL requires an estimate of credit losses for the remaining estimated life of the financial asset using historical experience, current conditions, and reasonable and supportable forecasts and generally applies to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities, and some off-balance sheet credit exposures such as unfunded commitments to extend credit. Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses. In addition, CECL made changes to the accounting for available-for-sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available-for-sale debt securities if management does not intend to sell and does not believe that it is more likely than not they will be required to sell. The Company adopted ASC 326 and all related subsequent amendments thereto effective January 1, 2023, using the modified retrospective approach for all financial assets measured at amortized cost and off-balance sheet credit exposures. The was no transition adjustment of the adoption of CECL. The Company’s accounts receivable and prepaid expense in the consolidated balance sheets are within the scope of ASC Topic 326. As the Company has limited customers and debtors, the Company uses the loss-rate method to evaluate the expected credit losses on an individual basis. When establishing the loss rate, the Company makes the assessment on various factors, including historical experience, creditworthiness of customers and debtors, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from the customers and debtors. The Company also provides specific provisions for allowance when facts and circumstances indicate that the receivable is unlikely to be collected. F- 8 Expected credit losses are recorded as an allowance for credit losses, which is netted against accounts receivable in the consolidated balance sheets, and are recognized as an expense in the consolidated statements of income. Receivables are written off against the allowance when all collection efforts have been exhausted and recovery is deemed remote. If the Company recovers amounts that were previously written off, the recovered amounts are recognized as a reduction to the provision for credit losses in the consolidated statements of income. Accounts Receivable, Net Accounts receivable represent the amounts that the Company has an unconditional right to consideration, which are stated at the historical carrying amount net of allowance for credit losses. The Company maintains allowances for credit losses for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including historical losses, the age of the receivable balance, the customer’s historical payment pattens and creditworthiness, current economic conditions, and reasonable and supportable forecasts of future economic conditions. Accounts are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of December 31, 2024 and 2023, the Company had allowances for credit losses of $0 and $ 9,092 , respectively. Real Estate Held for Sale Real estate properties acquired on behalf of clients as part of the Company’s Cash Offer program are classified as real estate held for sale in accordance with the criteria outlined in FASB ASC Topic 360, “Property, Plant, and Equipment.” Under this classification, properties held for sale are measured at the lower of cost or fair value less costs to sell. As of December 31, 2024, the Company recorded one property as real estate held for sale, with a carrying value of $ 907,061 . This property was purchased in December 2024 under the Cash Offer program to facilitate a transaction for a client and was subsequently sold in January 2025. As of December 31, 2023, the Company had no real estate held for sale. Advance to Contractor Advance to contractor represents the amount paid to contractor in advance for home renovation projects that are not yet completed and from which future economic benefits are expected to be received by the Company within normal operating cycle. A home renovation project is generally completed within one to three months from the date the advance payment is made. Deferred Initial Public Offering (“IPO”) Costs The Company accounts for deferred IPO costs in accordance with the requirement of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Deferred offering costs consist of underwriting, legal, consulting, and other expenses incurred up to the balance sheet date that are directly attributable to the planned IPO. These deferred costs will be charged to shareholders’ equity upon the successful completion of the IPO. If the IPO is unsuccessful, all deferred costs, along with any additional expenses incurred, will be charged to operations. As of December 31, 2024 and 2023, deferred IPO costs amounted to $ 699,499 and $ 0 , respectively. Equipment, Net Equipment is stated at cost, net of accumulated depreciation and impairment losses, if any. Expenditures for maintenance and repairs are expensed as incurred, while additions, renewals and improvements that extend the useful lives of property and equipment are capitalized. When assets are retired or otherwise disposed of, the related cost and accumulated depreciation is removed from the respective accounts, and any resulting gain or loss is reflected in the consolidated statements of income. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Depreciation expense related to furniture and fixtures, office equipment, and vehicle for the years ended December 31, 2024 and 2023 was $ 18,762 and $ 6,042 , respectively. The estimated useful lives by asset classification are generally as follows: Estimated Useful Life Furniture and fixtures 3 – 7 years Office equipment 3 – 5 years Vehicles 5 years F- 9 Impairment of Long-Lived Assets Long-lived assets, which include property, plant and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The recoverability of long-lived assets to be held and used is measured by comparing the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. The Company evaluates events and changes in circumstances that could indicate the carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances occur, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future undiscounted cash flows is less than the carrying amount of those assets, the Company records an impairment charge in the period in which such a determination is made. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Based on the above analysis, no impairment loss was recognized related to these assets for the years ended December 31, 2024 and 2023. Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with FASB ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current period and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets also include the prior years’ net operating losses carried forward. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. The Company follows FASB ASC Topic 740, which prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC Topic 740 also provides guidance on recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures. Under the provisions of FASB ASC Topic 740, when tax returns are filed, it is likely some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income. For the years ended December 31, 2024 and 2023, the Company did not take any uncertain positions that would necessitate recording a tax related liability. F- 10 Prior to January 1, 2024, Linkhome Realty filed its income tax return under Subchapter S of the Internal Revenue Code (“IRS”) as a S-corporation, and elected to be taxed as a pass-through entity, for which the income, losses, deductions, and credits flow through to the shareholders of the company for federal income tax purposes. Effective January 1, 2024, Linkhome Realty’s tax status became C-corporation, and is subject to a federal income tax rate of 21 % and California state income tax rate of 8.84 %. As a parent holding company of Linkhome Realty, Linkhome Holdings was incorporated in the State of Nevada on November 6, 2023, and is only subject to a federal income tax rate of 21 %. Effective for the tax year beginning January 1, 2024, and continuing thereafter unless revoked, Linkhome Holdings and Linkhome Realty have elected to file a consolidated federal income tax return. Revenue Recognition In accordance with ASC 606, “Revenue from Contracts with Customers,” revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these goods or services. The Company recognizes revenues following the five-step model prescribed under ASU No. 2014-09: (i) identifies contract(s) with a customer; (ii) identifies the performance obligations in the contract; (iii) determines the transaction price; (iv) allocates the transaction price to the performance obligations in the contract; and (v) recognizes revenues when (or as) it satisfies the performance obligation. The Company derives its revenues primarily from real estate services and real estate purchases and sales through Cash Offer. Real Estate Service Revenue The Company’s real estate service revenue consists primarily of real estate agency commission for buying and selling properties for clients, and revenue generated from property management, home renovation, and mortgage referral services. The Company earns agency commission revenue, usually at a fixed percentage of property’s selling price, through facilitating the buy or sale of various types of properties, including residential, commercial, and land parcels. The Company is considered an agent for these services provided, and reports service revenue earned through these transactions on a net basis. Revenue is recognized when the agency service is provided, usually at the closing of escrow. The Company’s CEO has owned his personal real estate salesperson license since 2020 and obtained his personal real estate broker license on August 8, 2023. Prior to obtaining the broker license, the Company performed real estate transactions as a sales agent under a real estate brokerage firm, an unrelated third party, and earned sales commissions at fixed rates. On November 17, 2023, Linkhome Realty obtained a real estate broker license for the Company. Thus, the Company gradually transitioned from operating as a sales agent under a third-party real estate broker to a real estate broker independently. This transition marks a significant shift in the Company’s business model, as it no longer relies on other firms to conduct real estate transactions. The Company provides property management services, which include two primary activities: tenant placement and ongoing property management. Tenant placement services involve marketing the property, identifying suitable tenants, and facilitating the rental agreement. For these services, the Company acts as an agent and charges a rental commission, either as a percentage of the first year’s rent or a fixed fee. Revenue from tenant placement is recognized at a point in time when a tenant is secured, and the lease contract is executed. Additionally, the Company provides ongoing property management services, which may include collecting rent on behalf of the landlord, coordinating maintenance and repairs, and addressing tenant inquiries during the lease term. For these services, the Company also acts as an agent and charges a service fee. Revenue from ongoing property management is recognized over time as the services are rendered, as the landlord simultaneously receives and consumes the benefits of the Company’s efforts. F- 11 The Company also offers a full range of home renovation services, from bathroom and kitchen renovations to customized home renovations and extensions, helping clients prepare their homes for sale or personalize newly purchased properties. The Company considers itself as a principal for this service as it has control of the specified service at any time before it is transferred to the customer, which is evidenced by (i) the Company is primarily responsible for fulfilling the promises to provide home renovation services meeting customer specifications, and assumes fulfilment risk (i.e., risk that the performance obligation will not be satisfied); and (ii) the Company has discretion in selecting third-party renovation contractors and establishing the price, and bears the risk for services that are not fully paid for by customers. The renovation period is usually within one to three months; the Company recognizes revenue when the renovation service is completed, on a gross basis with corresponding costs incurred. In addition, the Company collaborates with lending institutions and mortgage brokers to assist clients in seeking and securing mortgage services, and aiding clients in the process of obtaining loans or financing for property purchases. The Company receives a referral fee as a percentage of the loan amount and recognizes revenue when the loan is approved. Revenue from Property Purchases and Sales through Cash Offer The Company’s revenue from purchases and sales through Cash Offer consists primarily of the Company’s purchasing a hot property in cash and then selling it to a customer. The Company purchases a property in cash with ownership transferred to Linkhome Realty. Subsequently, Linkhome Realty sells the property to the customer within a short period of time. Both purchase and sales transactions go through an escrow company. The Company is the principal of these transactions and recognizes revenue and cost when the property purchased is sold and escrow is closed. This type of revenue does not contain a financing component due to there being no difference between the amount of promised consideration and the cash selling price of the promised goods or services, and the length of time between when the Company transfers the promised goods or services to the customer and when the customer pays for those goods is very short, usually within a few weeks or a few months. Disaggregation of Revenue The following table provides information about disaggregated revenue by revenue stream. Year Ended December 31, 2024 Year Ended December 31, 2023 Real estate service revenue Real estate agency commission $ 781,351 $ 261,705 Property management service 16,276 17,225 Home renovation service 245,226 8,353 Mortgage referral fee 4,050 13,500 Total real estate service revenue 1,046,903 300,783 Revenue from property purchases and sales through Cash Offer 6,568,404 1,069,072 Total revenues $ 7,615,307 $ 1,369,855 Cost of Revenues Cost of revenues consists primarily of (i) costs related to property purchases made under Linkhome Realty’s name, which are subsequently sold to customers, and (ii) costs associated with real estate services, including commission expenses for real estate agents working for the Company and renovation costs incurred for home renovation services. F- 12 Segment Information FASB ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the method a company’s management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manners in which management disaggregates a company. Management has determined the Company’s current operations constitute a single reportable segment in accordance with ASC 280. The Company’s only business and industry segment is real-estate industry, mainly including two revenue streams: (i) revenue from the Company’s purchases and sales through Cash Offer, and (ii) real estate services including real estate agency for buying and selling properties, property management, home renovation and mortgage referral services. All customers of the Company resided within the United States, where all revenues were generated for the years ended December 31, 2024 and 2023. Additionally, all properties purchased and sold by the Company were situated within the United States. Therefore, no geographical segments are presented. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, and accounts receivable. The Company has concentrated its credit risk for cash by maintaining deposits in the financial institutions in the United States. Deposits in these financial institutions may, from time to time, exceed the Federal Deposit Insurance Corporation (“FDIC”)’s federally insured limits. The standard insurance amount is $ 250,000 per depositor, per insured bank, for each account ownership category. The bank deposits exceeding the standard insurance amount will not be covered. The Company did not incur any losses on its cash and cash equivalents as of December 31, 2024 and 2023. Fair Value of Financial Instruments The Company applies the fair value measurement accounting standard in accordance with ASC 820-10, “Fair Value Measurements and Disclosures,” whenever other accounting pronouncements require or permit fair value measurements. Fair value is defined in ASC 820-10 as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels (Level 1 is the highest priority and Level 3 is the lowest priority): ● Level 1 — Observable inputs that reflect quoted prices for identical assets or liabilities in active markets. ● Level 2 — Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, or other observable inputs that can be corroborated by observable market data. ● Level 3 — Unobservable inputs that are not supported by market data. Unobservable inputs are developed based on the best information available, which might include the Company’s own data. As of December 31, 2024 and 2023, the Company did not identify any assets and liabilities that were required to be re-measured at fair value. The carrying values of financial instruments included in current assets and current liabilities approximated their fair values because of their short maturities. F- 13 Leases Under ASC 842, “Leases,” a contract is or contains a lease when the Company has the right to control the use of an identified asset. The Company determines if an arrangement is a lease at inception of the contract, which is the date on which the terms of the contract are agreed to, and the agreement creates enforceable rights and obligations. The commencement date of the lease is the date that the lessor makes an underlying asset available for use by the Company. The Company determines if the lease is an operating or finance lease at the lease commencement date based upon the terms of the lease and the nature of the asset. The lease term used to calculate the lease liability includes options to extend or terminate the lease when it is reasonably certain that the option will be exercised. Linkhome Realty’s office lease is classified as an operating lease, reflected in the operating lease right-of-use assets, current portion of operating lease liabilities and non-current portion of operating lease liabilities in the consolidated balance sheets. The lease liability is measured at the present value of future lease payments, discounted using the discount rate for the lease at the commencement date. As the Company is typically unable to determine the implicit rate, the Company uses an incremental borrowing rate based on the lease term and economic environment at commencement date. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The ROU assets include adjustments for prepayments and accrued lease payments. The right-of-use (“ROU”) asset is initially measured as the amount of lease liability, adjusted for any initial lease costs, prepaid lease payments, and reduced by any lease incentives. ROU assets are reviewed for impairment when indicators of impairment are present. ROU assets from operating and finance leases are subject to the impairment guidance in ASC 360, “Property, Plant, and Equipment,” as ROU assets are long-lived nonfinancial assets. ROU assets are tested for impairment individually or as part of an asset group if the cash flows related to the ROU assets are not independent from the cash flows of other assets and liabilities. An asset group is the unit of accounting for long-lived assets to be held and used, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. As of December 31, 2024 and 2023, the Company recognized no impairment of ROU assets. Related Parties and Transactions The Company identifies related parties, and accounts for, discloses related party transactions in accordance with ASC 850, “Related Party Disclosures” and other relevant ASC standards. Parties, which can be a corporation or individual, are related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Transactions between related parties commonly occurring in the normal course of business are related party transactions. Transactions between related parties are also considered to be related party transactions even though they may not be given accounting recognition. While ASC does not provide accounting or measurement guidance for such transactions, it nonetheless requires their disclosure. Earnings per Share Basic earnings per ordinary share is computed by dividing net income attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to ordinary shareholders by the sum of the weighted average number of ordinary shares outstanding and of potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted loss per share. For the years ended December 31, 2024 and 2023, the Company had no dilutive stocks. F- 14 Commitments and Contingencies Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. As of December 31, 2024 and 2023, the Company had no such contingencies. New Accounting Pronouncements The Company considers the applicability and impact of all ASUs and periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company 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. Recently Adopted Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The amendments in the ASU are intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The purpose of the amendments is to enable “investors to better understand an entity’s overall performance” and assess “potential future cash flows.” The amendments in ASU 2023-07 are effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 in the fourth quarter of 2024 and the adoption did not have a material impact on its consolidated financial statements and related disclosures. Recent Accounting Pronouncements Pending Adoption In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is evaluating the impact that ASU 2023-09 will have on its consolidated financial statements and related disclosures. In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This ASU requires public business entities to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027 with early adoption permitted. These requirements should be applied on a prospective basis with an option to apply them retrospectively. The Company is evaluating the impact that ASU 2024-03 will have on its consolidated financial statements and related disclosures. F- 15 The Company does not believe that any other recently issued but not yet effective authoritative guidance, if adopted currently, would have a material impact on its consolidated financial statements or related disclosures. NOTE 3 — ACCOUNTS RECEIVABLE, NET Accounts receivable, net consisted of the following as of December 31, 2024 and 2023: December 31, 2024 December 31, 2023 Accounts receivable, gross $ 18,160 $ 9,484 Less: allowance for credit losses — ( 9,092 ) Accounts receivable, net $ 18,160 $ 392 For the year ended December 31, 2024, the Company wrote off accounts receivable of $ 9,092 against the allowance for credit losses. NOTE 4 — PREPAID EXPENSES AND OTHER RECEIVABLES As of December 31, 2024, prepaid expenses and other receivables totaled $ 27,979 , consisting of $ 23,000 in advance payments to consultants for future services and $ 4,979 in other receivables. As of December 31, 2023, prepaid expenses and other receivables totaled $ 25,008 , primarily related to an advance payment to the auditor for the audit of the Company’s financial statements in preparation for its Initial Public Offering (“IPO”). NOTE 5 — EQUIPMENT, NET Equipment, net consisted of the following as of December 31, 2024 and 2023: December 31, 2024 December 31, 2023 Furniture and fixtures $ 5,325 $ 4,343 Office equipment 2,238 1,156 Vehicles 88,028 88,028 Total 95,591 93,527 Less: accumulated depreciation ( 24,820 ) ( 6,058 ) Equipment, net $ 70,771 $ 87,469 Depreciation expense for the years ended December 31, 2024 and 2023 was $ 18,762 and $ 6,042 , respectively. NOTE 6 — SECURITY DEPOSITS As of December 31, 2024 and 2023, security deposits totaled $ 4,235 , consisting of a refundable deposit paid to the landlord. F- 16 NOTE 7 — OTHER CURRENT LIABILITIES Other current liabilities consisted of the following as of December 31, 2024 and 2023: December 31, 2024 December 31, 2023 Payroll and payroll tax payable $ 4,659 $ 2,873 Federal income tax payable 204,762 — State income tax payable 105,976 5,505 Credit card payable 10,726 1,112 Accrued professional fees 502,942 — Tenant-contributed emergency reserve 1,000 — Total other current liabilities $ 830,065 $ 9,490 As of December 31, 2024, accrued professional fees consisted of legal fees of $ 450,000 , audit fees of $ 12,000 , and miscellaneous fees of $ 40,942 . NOTE 8 — AUTO LOAN PAYABLE On September 3, 2023, the Company entered into a loan agreement with an unrelated third party for acquiring a vehicle. The auto loan, in the form of a promissory note, matures on September 18, 2029 and bears interest at a rate of 6.34 % per annum, payable monthly beginning October 18, 2023. Interest expense for this loan for the years ended December 31, 2024 and 2023 was $ 3,021 and $ 967 , respectively. NOTE 9 — LEASE On July 31, 2023, the Company entered into a lease agreement for an office in Irvine, California with a lease term of 24 months, commencing on September 1, 2023 and expiring on August 31, 2025 . The initial monthly rental payment is $ 3,708 from September 1, 2023 to August 31, 2024, with an annual 3.85 % increase to the amount of $ 3,850 starting on September 1, 2024. The following tables present the Company’s operating lease costs, lease components, remaining lease term and discount rate: Year Ended December 31, 2024 Year Ended December 31, 2023 Operating lease costs $ 45,347 $ 15,115 December 31, 2024 December 31, 2023 Operating lease right-of-use assets $ 29,410 $ 70,930 Operating lease liabilities – current $ 29,980 $ 41,235 Operating lease liabilities – non-current — 29,980 Total operating lease liabilities $ 29,980 $ 71,215 December 31, 2024 Remaining lease term (years) 0.67 Discount rate 7.50 % F- 17 The following table is a schedule, by years, of the minimum lease payments as of December 31, 2024: Year Ended December 31, Operating Lease Liabilities 2025 $ 30,802 Total lease payments 30,802 Less: imputed interest ( 822 ) Present value of lease liabilities $ 29,980 NOTE 10 — INCOME TAXES Linkhome Holdings was incorporated in the State of Nevada in November 2023 and is subject to a 21 % corporate federal income tax rate. There is no state income tax in Nevada. Linkhome Holdings serves as a holding company for Linkhome Realty. Effective July 13, 2021, Linkhome Realty elected to be taxed as a S-corporation, a pass-through entity, for which the income, losses, deductions, and credits flow through to the shareholders of the Company for federal tax purposes. The California state annual income tax for S-corporation is the greater of 1.5 % of the corporation’s net income or $ 800 . Effective January 1, 2024, Linkhome Realty’s tax status changed to C-corporation, subject to a 21 % corporate federal income tax rate and an 8.84 % California state income tax rate. Effective for the tax year beginning January 1, 2024, and continuing thereafter unless revoked, Linkhome Holdings and Linkhome Realty have elected to file a consolidated federal income tax return. As a result, Linkhome Holdings’ net operating losses (“NOLs”) can be used to offset Linkhome Realty’s taxable income, reducing the Company’s overall tax liability. The Company’s provision for income taxes consisted of the following: Year Ended December 31, 2024 Year Ended December 31, 2023 Current: Federal income tax expense $ 207,469 $ — State income tax expense 101,883 1,925 Total income tax expenses $ 309,352 $ 1,925 The following tables reconciled the federal statutory rate to the Company’s effective tax rate for the year ended December 31, 2024 after Linkhome Realty’s tax status changed to C-corporation: Year Ended December 31, 2024 Federal statutory income tax rate 21.00 % State statutory income tax rate, net of effect of state income tax deductible to federal income tax 7.40 % Permanent difference (non-deductible expenses) 0.04 % Effective tax rate 28.44 % As of December 31, 2024 and 2023, the Company had no deferred tax assets or deferred tax liabilities. F- 18 NOTE 11 — RELATED PARTY TRANSACTIONS Net Revenues — Related Party Name of Related Party Nature Relationship Year Ended December 31, 2024 Year Ended December 31, 2023 Haiyan Ma Revenue from property purchases and sales through Cash Offer The Company’s shareholder with 12.41% ownership $ 2,940,544 $ 1,069,072 Haiyan Ma Real estate service revenue – real estate agency commission The Company’s shareholder with 12.41% ownership 62,650 — Haiyan Ma Real estate service revenue – home renovation service The Company’s shareholder with 12.41% ownership 53,012 — Na Li Revenue from property purchases and sales through Cash Offer The Company’s shareholder with 1.72% ownership, Chief Financial Officer, and Director 1,670,000 — Na Li Real estate service revenue – home renovation service The Company’s shareholder with 1.72% ownership, Chief Financial Officer, and Director 64,500 — Zhen Qin & Na Li Real estate service revenue – real estate agency commission Zhen Qin: The Company’s shareholder with 52.74% ownership, Chairman of the Board, and Chief Executive Officer; Na Li: The Company’s shareholder with 1.72% ownership, Chief Financial Officer, and Director; Zhen Qin and Na Li are spouses 50,000 — Two minority shareholders Real estate service revenue – real estate agency commission The Company’s shareholders with less than 1% ownership for each 15,550 — One minority shareholder Real estate service revenue – property management service The Company’s shareholder with less than 1% ownership 1,800 — Total $ 4,858,056 $ 1,069,072 For the year ended December 31, 2024, the Company purchased three properties in cash for $ 2,884,882 from unrelated parties under its name and subsequently sold them to Haiyan Ma for $ 2,940,544 . For the year ended December 31, 2023, the Company purchased one property in cash for $ 1,056,370 from an unrelated party under its name and subsequently sold it to Haiyan Ma for $ 1,069,072 . For the year ended December 31, 2024, the Company provided real estate agency services to Haiyan Ma, assisting with the sale of two properties and the purchase of one property, for which the Company earned a total of $ 62,650 in real estate agency commission. For the year ended December 31, 2024, the Company provided home renovation services to Haiyan Ma on three home renovation projects, for which the Company earned $ 53,012 in home renovation service revenue and incurred $ 43,332 in renovation costs. F- 19 For the year ended December 31, 2024, the Company purchased a property in cash for $ 1,425,930 from Haiyan Ma under its name and subsequently sold it to Na Li for $ 1,670,000 . For the year ended December 31, 2024, the Company provided home renovation services to Na Li on four home renovation projects, for which the Company earned $ 64,500 in home renovation service revenue and incurred $ 56,769 in renovation costs. For the year ended December 31, 2024, the Company provided real estate agency services to Zhen Qin and Na Li, assisting with the purchase of a property, for which the Company earned $ 50,000 in real estate agency commission. For the year ended December 31, 2024, the Company provided real estate agency services to two minority shareholders, assisting one shareholder with selling a property and the other shareholder with purchasing a property, for which the Company earned a total of $ 15,550 in real estate agency commission. For the year ended December 31, 2024, the Company provided tenant placement services to a minority shareholder, assisting with securing a rental property, for which the Company earned $ 1,800 in property management service revenue. Cost of Revenues — Related Party Name of Related Party Nature Relationship Year Ended December 31, 2024 Year Ended December 31, 2023 Haiyan Ma Cost of property purchases and sales through Cash Offer The Company’s shareholder with 12.41% ownership $ 1,420,000 $ — Zhen Qin Cost of real estate services – commission expense The Company’s shareholder with 52.74% ownership, Chairman of the Board and Chief Executive Officer — 61,400 Total $ 1,420,000 $ 61,400 For the year ended December 31, 2024, the Company purchased a property in cash for $ 1,425,930 from Haiyan Ma, which included $ 1,420,000 paid to Haiyan Ma as the total consideration and $ 5,930 in title charges, escrow charges, and other related costs. The Company subsequently sold the property to Na Li for $ 1,670,000 . The total purchase cost of $ 1,425,930 was recorded as cost of revenues, with $ 1,420,000 specifically identified as a related party transaction. For the year ended December 31, 2023, the Company incurred commission expenses of $ 61,400 , which were paid to Zhen Qin for real estate transactions conducted on behalf of the Company. This amount was recorded in cost of revenues. Due to Related Party Name of Related Party Nature Relationship December 31, 2024 December 31, 2023 Zhen Qin Due on demand, non-interest bearing The Company’s shareholder with 52.74% ownership, Chairman of the Board and Chief Executive Officer $ 55,000 $ — Total $ 55,000 $ — On May 1, 2024, Zhen Qin lent $ 530,000 to the Company to support its operational needs. As of December 31, 2024, the Company repaid $ 475,000 to Zhen Qin, and there was an outstanding balance of $ 55,000 . F- 20 NOTE 12 — STOCKHOLDERS’ EQUITY On June 1, 2023, Linkhome Realty entered into an Angel Investment Agreement with an angel investor to issue 1,800,000 common shares of Linkhome Realty at $ 0.001 per share for total proceeds of $ 300,000 . Linkhome Realty received proceeds in November 2023. Following the reorganization finalized on December 1, 2023, the $ 300,000 investment was acknowledged as part of the initial capital contribution, making the angel investor become one of the initial shareholders of Linkhome Holdings. Linkhome Holdings was incorporated in the State of Nevada on November 6, 2023. The authorized number of common shares is 100,000,000 shares with $ 0.001 par value; 13,500,000 common shares were issued and outstanding upon reorganization that was completed on December 1, 2023, including the 1,800,000 shares of the angel investor described above. The authorized number of preferred shares is 1,000,000 shares with $ 0.001 par value; no shares were issued as of December 31, 2024 and 2023. For the year ended December 31, 2024, the Company entered into a series of stock subscription agreements with individual investors to issue 1,005,000 common shares at a range of per share prices from $ 0.50 – $ 1.00 for total proceeds of $ 980,000 . As a result, the Company had 14,505,000 common shares issued and outstanding as of December 31, 2024. NOTE 13 — SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date of the issuance of the consolidated financial statements and no subsequent event has been identified. F- 21