BeLive Holdings(BLIV)提交6-K：2026上半年收入同比+88%但仍亏损142万新元，附持续经营重大不确定性及CEO换任

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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16 under
the
Securities Exchange Act of 1934
For
the six month period ended
June
30, 2026
Commission
File Number: 001-42565
BELIVE
HOLDINGS
(Exact
name of Registrant as specified in its charter)
26A
Ann Siang Road
#03-00
Singapore
069706
(Address
of principal executive offices)
Indicate
by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
TABLE
OF CONTENTSp
Page
References
1
Overview
1
Management’s Discussion and Analysis of Financial Condition and Results of Operations
5
Liquidity and Capital Resources
8
Significant Accounting Policies and Estimates
12
Quantitative and Qualitative Disclosures about Market Risk
14
Signatures
16
Financial Statements
F-1
REFERENCES
In
this Report, the terms “we,” “our,” “us,” “Group” and the “Company” refer
to BeLive Holdings and, where the context so requires or suggests, its direct and indirect subsidiaries. Its direct and indirect subsidiaries
are: (i) BeLive Technology Group Ltd (“BeLive BVI”), a British Virgin Islands business company incorporated under the laws
of the British Virgin Islands on March 7, 2023, and our direct wholly owned subsidiary; (ii) BeLive Technology (Vietnam) Company Limited
(“BeLive Vietnam”), a company incorporated under the laws of the Socialist Republic of Vietnam on June 16, 2021, and one
of our indirect wholly owned subsidiaries; (iii) BeLive Technology Pte. Ltd (“BeLive Singapore”), a company incorporated
under the laws of the Republic of Singapore on June 18, 2014, and one of our indirect wholly owned subsidiaries; (iv) BeLive New Media
Ltd (“BeLive Media”), a British Virgin Islands business company incorporated under the laws of the British Virgin Islands
on June 26 2025 and (v) Belive AI Studios Pte. Limited (“BeLive AI”), which was incorporated under the laws of Singapore
on July 7, 2025, and is one of our indirect wholly owned subsidiaries. .
“Initial
Public Offering” or “IPO” refers to the closing on April 7, 2025 of our initial public offering of 2,450,000 Ordinary
Shares at a public offering price of $4.00 for total gross proceeds of $9,800,000 or US$10,848,912 based on further Ordinary Shares sold
because the underwriters exercised their over-allotment option.
OVERVIEW
BeLive
Holdings (NASDAQ: BLIV) (the “we” or the “Company”), is a leading technology solution provider for live commerce
and shoppable short videos headquartered in Singapore. With our purpose-built solutions, we strive to create value for our customers
by enabling them to reach and engage their target customers and meet their evolving business and technology needs.
Our
Group’s history began in 2014 when we launched a social streaming mobile application with a focus on empowering users to share
their lives while interacting with their audience in real time. Recognizing a significant potential in e-commerce, we redirected our
focus in 2018 towards business-to-business and providing live commerce and shoppable short videos solutions (“BeLive Solutions”)
to international retail companies and the e-commerce marketplaces. Our BeLive Solutions enable our customers to leverage the power of
interactive and immersive live and video commerce to their online business and enable our customers to curate unique videos that may
also be aired real-time as they are simultaneously being recorded, for anytime instant replay. We categorize our BeLive Solutions into
(i) an enterprise-grade BeLive White Label Solution which is customized to meet a customer’s unique requirements and which can
be integrated into their existing internal system and (ii) a cloud-based software-as-a-service solution (“BeLive SaaS Solution”)
for customers who are looking for quick and cost-effective live commerce and shoppable short videos solution without the necessity of
building their own infrastructure and technology stack. Our solutions enable our customers to leverage the power of interactive and immersive
live and video commerce to their online business, and to curate unique videos, leading to more traffic and better shopping experiences
on their platforms. With the incorporation of our new business unit, BeLive AI Studios, we have expanded our solutions offering to content
production.
Our
mission is to be an industry leader in designing, developing, and providing technology solutions for live commerce and shoppable short
videos.
Recent
Developments
Resignation
of Chief Executive Officer and Chairman of the Board of Directors
The
Board of Directors has received and accepted the resignation of Kenneth Teck Chuan Tan from his positions as Chief Executive Officer
and Chairman of the Board of Directors of the Company, subject to a three-month notice period (the “Notice Period”) as required
by Mr. Tan’s employment agreement with the Company. The Notice Period will terminate on October 3, 2026. Mr. Tan has served as
Chief Executive Officer and Chairman of the Board of Directors of the Company since August 2023.
1
There
was no known disagreement with Mr. Tan as the outgoing Chief Executive Officer or as the Chairman of the Board of Directors on any matter
relating to the Company’s operations, policies or practices.
Appointment
of Chief Executive Officer and Chairman of the Board of Directors
The
Board of Directors of the Company has appointed Abdul Latif Bin Zainal, the Company’s Chief Financial Officer, as interim Chief
Executive Officer and interim Chairman of the Board of Directors of the Company, commencing October 4, 2026. Mr. Bin Zainal will serve
as interim Chief Executive Officer of the Company until a permanent Chief Executive Officer is hired or until his appointment as Chief
Executive Officer of the Company is converted from an interim to a permanent appointment. Mr. Bin Zainal will serve as interim Chairman
of the Board of Directors until a new Chairman is elected by the Board of Directors. In the meantime, Mr. Bin Zainal also will continue
to serve as Chief Financial Officer of the Company.
Biographical
information on Mr. Bin Zainal is contained in Item 6 of the Form 20-F of the Company for the fiscal year ended December 31, 2025, as
filed with the Securities and Exchange Commission on May 15, 2026.
Partnership
with COL Web Pte Ltd
.
In
March 2026, we entered into a strategic collaboration with COL Web Pte Ltd (“COL”), a leading media and entertainment company,
to advance the development and distribution of microdrama content. Through this partnership, COL contributes its extensive portfolio
of IP, production expertise, and market reach, while the Company provides its Over-the-top (OTT) infrastructure, enabling rapid deployment
of branded microdrama applications and distribution networks.
Together,
the parties aim to co-develop and localize microdrama content, leveraging COL’s storytelling capabilities and audience insights
alongside the Company’s scalable technology and user experience expertise. This collaboration is intended to accelerate content
production cycles, expand cross-border distribution, and introduce new monetization models for microdrama-driven engagement. Management
believes that by integrating premium IP with a unified production and technology stack, the partnership will unlock new value for brands,
media owners, and platforms, and further strengthen the Company’s position in building a scalable story economy.
Strategic
Collaboration with Istana Partners.
In
February 2026, we entered into a strategic collaboration with Istana Partners (“Istana”), an investment and strategic advisory
firm, to support our growth initiatives and expand our presence across Small and Medium Enterprises (SMEs) in Singapore. Through this
partnership, Istana Partners will serve as a strategic growth partner, providing advisory support, capital alignment, and access to its
network of institutional relationships to accelerate the adoption of our solutions across industries.
Together,
we intend to drive market expansion, identify high-impact opportunities, and support the scaling of our ecosystem through strategic partnerships
and investments. Management believes that by combining the Company’s scalable technology, product capabilities, and execution expertise
with Istana Partners’ experience in strategic advisory and market access, the collaboration can unlock new growth avenues and strengthen
the Company’s position in building a scalable, data-driven media and commerce ecosystem.
Establishment
of BeLive New Media Ltd and BeLive AI Studios Pte. Ltd.
On
June 26, 2025 and July 7, 2025, respectively, we formed two wholly-owned subsidiaries, BeLive New Media and BeLive AI Studios. BeLive
New Media is a holding company while BeLive AI Studios focuses on new and creative production content and formats to redefine storytelling
for the digital generation, specializing in social realism content and visually arresting, emotionally charged advertising, blending
cinematic storytelling with digital first sensibilities to deliver authentic, high-impact contact. Operations of BeLive AI Studios commenced
during the financial year ended December 31, 2025. This expansion allows us to move beyond streaming infrastructure into premium content
creation, bringing together technological scale and storytelling excellence under one roof. The studio will serve brands, agencies, media
broadcasters, media producers and platforms across Southeast Asia and global markets by delivering raw, resonant, socially grounded narratives
through formats designed for the attention economy.
2
Statement
of Operations Data
The
following table shows our Statement of Operations data for the six-month periods ended June 30, 2025 and 2026 in Singapore Dollars (S$).
For further information regarding the results of our operations, see our unaudited interim condensed consolidated financial statements
appearing elsewhere in this Report.
Note
(Unaudited)
Six
months ended
June
30, 2025
S$
(Unaudited)
Six months ended
June 30, 2026
S$
Revenue
4
350,045
659,389
Cost of sales
(310,279
)
(457,623
)
Gross profit
39,766
201,766
Other income
5
52,711
81,833
Less: Expenses
- Marketing
(38,873
)
(86,481
)
- Administrative expenses
(5,277,601
)
(1,615,150
)
- Finance cost
6
(1,299
)
(1,023
)
Loss before tax
7
(5,225,296
)
(1,419,055
)
Income tax expenses
8
-
-
Loss for the period
(5,225,296
)
(1,419,055
)
Other comprehensive income/(loss):
Items that may be reclassified subsequently to profit or loss:
- Exchange differences
on translation of foreign operations
16,557
3,011
Total
comprehensive loss for the period
(5,208,739
)
(1,416,044
)
Loss per share for the loss
attributable to owners of the Company (in dollar)
Basic
9
(1.11
)
(0.26
)
Diluted (10,864,802 ordinary shares)
9
(1.11
)
(0.26
)
Key
Factors Affecting the Results of Our Group’s Operations
Our
financial condition and results of operations have been and will continue to be affected by a number of factors, many of which may be
beyond our control, including those factors set out below:
We
believe that the key factors affecting our performance and financial performance include:
Our
ability to attract new customers and retain existing customers
In
order to maintain and increase our revenue, we need to continue to retain and attract new customers by means of strategic alliance marketing,
inbound marketing, and outbound marketing. A number of factors could adversely impact our ability to successfully implement our marketing
efforts, such as inability of our sales and marketing team to effectively interact with potential customers, or potential customers not
finding our products and services sufficient to meet their needs. If we are unable to successfully market our solutions, whether due
to failure to maintain and expand relationships with our partners and alliances or failure to adjust our strategy in order to meet the
needs of current and potential customers, our ability to retain and attract new customers may be undermined, which would adversely affect
our business and results of operations.
New
and repeat customers accounted for 40% and 60%, respectively, of our total number of customers for the six- month period ended June 30,
2025, and 43% and 57%, respectively, for the six-month period ended June 30, 2026.
For
the six-month periods ended June 30, 2025 and 2026, customers who contributed over 10% of the total revenue of the Group accounted for
approximately 60% and 51% of the Group’s total revenue, respectively.
As
a result of these close and stable relationships with our existing customers, we are able to receive recurring business from our existing
customers. If we are unable to maintain close and stable relationships with our existing customers, our business and results of operations
may be adversely affected.
3
Our
ability to help our customers to enhance viewer engagement
The
engagement of viewers (potential customers of our customers) is significant to our business and results of operations. As a technology
solution provider for live commerce and shoppable short videos, the level of viewer engagement with our customers’ content affects
our revenue and profitability. In order for our customers to enhance viewer engagement, we provide analytical tools that enable our customers
and marketers to track and study first-party behavioral data and to create content that resonates better with the viewers. Such behavioral
data include but are not limited to:
●
the
number of likes, comments, and view counts - provide our customers and content creators insights as to the popularity of each of
their content;
●
lists
of viewers - allow our customers and content creators to understand which type of content attracts new and/or returning viewers the
most;
●
the
average view duration - allow our customers and content creators to adjust the duration of the live stream/short video in order to
achieve optimal views; and
●
the
number of product clicks and whether such products have been added to cart and/or purchased by the viewers - allow our customers
and content creators to understand the popularity of each product and the effectiveness of the content on viewers’ purchase
intention, and to gain insights on pushing relevant marketing information according to their product interest.
In
2021, we collaborated with AI Singapore on a research project titled “BeLive Audience Sentiment Engine (B.A.S.E.)” with an
aim to allow businesses hosting livestreams to obtain useful insight and analytics on viewers’ sentiment. Such audience sentiment
engine is a machine learning algorithm that is integrated, at the request of our clients, into our BeLive White Label Solution. It detects
and processes all texts extracted from comments during a live stream, evaluates the sentiment of all comments, and classifies them as
positive, negative, or neutral, which allows our customers to understand how well-perceived the stream is, the effectiveness of their
stream or host, and to further identify consumer needs and product marketing opportunities.
In
2025, we entered into a strategic partnership with Insight Lab, which we believe is one of Japan’s leading data strategy firms,
to bring real-time analytics, artificial intelligence (“AI”), and personalized viewer engagement to the next level. Through
this partnership, Insight Lab serves as our official “Data Strategy Partner,” leveraging and analyzing vast amounts of data
generated by our live streaming solutions to enable more advanced data-driven services for retail brands, hospitality groups, government
agencies, and other organizations. Together, we strive to innovate data-driven features that power personalization, predictive commerce,
and smarter decision-making for public and private sectors alike. Management believes that by combining the Company’s scalable
tech and user experience (“UX”) expertise with Insight Lab’s experience across 600 plus data and AI projects, the partnership
can create new value in the live streaming space, and set a new standard for live, personalized, data-first experiences.
Our
data analytics and AI support allow our customers and content creators to better understand the preferences of their viewers in order
to create content that is more appealing and targeted, which may increase the level of viewer engagement on our customers’ content.
Demand
for our bespoke solutions.
We
categorize our solutions into enterprise-grade BeLive White Label Solution and cloud-based BeLive SaaS Solution. For customers with high
demand for customized live commerce and shoppable short videos solutions, we provide bespoke solutions that can be integrated with their
internal systems and offered through a white-label approach, made-to-measure for each unique customer’s needs. For customers who
are looking for quick and cost-effective live commerce and shoppable short videos solutions without building their own infrastructure
and technology stacks from scratch, we provide our SaaS solution, which comprises basic functionalities that are typically featured in
our BeLive White Label Solutions. Our BeLive White Label Solution, which includes installation, subscription and server fees accounted
for approximately 69%, and 64% of the Group’s total revenue for the six months period ended June 30, 2025 and 2026, respectively.
Fluctuation in the demand for bespoke and complex solutions may affect our results of operations.
Our
ability to manage our cost of sales.
Our
results of operations depend on our ability to manage our costs and expenses. Our cost of sales consists primarily of server and technology
infrastructure expenses, developer cost, and other technological microservices that are required to ensure our solutions are functioning
optimally. Our contracts with clients may not be able to adjust according to the increase in cost of sales, and if we are unable to control
such costs, our financial performance may be adversely affected.
Our
ability to further advance our technological capabilities and infrastructure.
Our
strong technological capabilities and infrastructure, in particular our video and live streaming technologies, and big data analytics
AI, support our business development. Our ability to effectively invest in these technologies allows us to create a superior user experience
and to timely identify new trends. We must continue to innovate to keep pace with the growth of our business and bring forward new technologies.
If our technologies or solutions are unable to satisfy our customers due to the complexity of their requirements, our ability to retain
existing customers and attract new customers may be undermined, which would adversely affect our business and results of operations.
4
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The
following discussion is based on our Group’s historical results of operations and may not be indicative of our Group’s future
operating performance.
Revenue
During
the six-month periods ended June 30, 2025 and 2026, we derived our revenue from: (i) the provision of enterprise-grade BeLive White Label
Solution, which includes installation, subscription and server fees and cloud-based BeLive SaaS and software development kit (SDK) Solution,
which includes subscriptions and (ii) content production. The SDKs are typically basic kits that are provided to system integrators for
them to continue building their solutions that are unique to their line of business. These are basic kits that are foundational that
will enable them to develop their capabilities. A live streaming software development kit is a tool kit for developing mobile software
which let broadcasters build their own streaming apps. Content production and campaign marketing services for brands, media owners and
digital platforms. Its production services cover creative concept development, scriptwriting, casting, production planning, filming,
editing and post-production. The studio produces narrative-driven content across formats including microdramas, branded entertainment,
live-commerce shows and short-form video series.
The
following table sets out the results of operations during the six-month periods ended June 30, 2025 and 2026:
(Unaudited)
Six
months ended
June
30, 2025
S$
(Unaudited)
Six months ended
June 30, 2026
S$
Revenue
350,045
659,389
Cost of sales
(310,279
)
(457,623
)
Gross profit
39,766
201,766
Other income
52,711
81,833
Less: Expenses
- Marketing
(38,873
)
(86,481
)
- Administrative expenses
(5,277,601
)
(1,615,150
)
- Finance cost
(1,299
)
(1,023
)
Loss before tax
(5,225,296
)
(1,419,055
)
Income tax expenses
-
-
Loss for the period
(5,225,296
)
(1,419,055
)
Our
revenue generated from the provision of enterprise-grade BeLive White Label Solution and cloud-based BeLive SaaS Solution consists primarily
of installation fees, subscription fees, server fees, campaign fees (which are marketing services we provide to our clients), content
production and miscellaneous income. Our net revenue increased by approximately S$309,400or 88% from approximately S$350,000 for the
six-month period ended June 30, 2025 to approximately S$659,400 for the six-month period ended June 30, 2026. The increase in revenue
was primarily due to new White Label clients and expansion deals.
5
The
following table sets forth the breakdown of our revenue for the periods indicated:
(Unaudited)
Six
months ended
June
30, 2025
(Unaudited)
Six months ended
June 30, 2026
S$
S$
Disaggregation of revenue
Revenue from contracts with customers within
the scope of IFRS 15, types of goods or services – recognized over time
Installation fees
197,422
383,936
Subscription fees
132,645
138,609
Server fees
19,978
29,821
Campaign fees
-
3,000
Content production
-
88,023
350,045
643,389
Revenue from contracts with customers within
the scope of IFRS 15, types of goods or services – recognized at a point in time
Miscellaneous Income
-
16,000
Net revenue
350,045
659,389
Our
installation fees increased by approximately S$186,500 or 95% from approximately S$197,400 for the six-month period ended June 30, 2025
to approximately S$383,900 for the six month period ended June 30, 2026, primarily due to new clients and expansion deals.
Our
subscription fees increased by approximately S$6,000 or 5% from approximately S$132,600 for the six-month period ended June 30, 2025
to S$138,600 for the six-month period ended June 30, 2026 primarily due to new clients being onboarded and using the services.
Our
server fees increased by approximately S$9,800 or 49% from approximately S$20,000 for the six-month period ended June 30, 2025 to approximately
S$29,800 for the six-month period ended June 30, 2026, primarily due to increased consumption by new clients.
Our
campaign fees increased to approximately S$3,000 as we continued providing marketing campaign services to customers in the six-month
period ended June 30, 2026 as compared to S$nil during the six-month period ended June 30, 2025. This stream of revenue may or may not
continue in subsequent periods.
Our
content production revenue represents revenue derived from content production and campaign marketing services provided through BeLive
AI Studios. Our content production revenue increased by approximately S$88,000 from nil for the six-month period ended June 30, 2025
to approximately S$88,000 for the six-month period ended June 30, 2026, primarily due to the commencement of content production services
following the incorporation of BeLive AI Studios in July 2025.
Cost
of sales
Our
cost of sales represents costs and expenses attributable to the provision of our enterprise-grade BeLive White Label Solution and cloud-based
BeLive SaaS Solution including server and technology infrastructure cost, developer cost for our software and other technological microservices
required for the operations of our solutions. Our cost of sales increased by approximately S$147,300 or 47% from approximately S$310,300
for the six month period ended June 30, 2025 to approximately S$457,600 for the six month period ended June 30, 2026, primarily attributable
to the new clients needing their own infrastructure and cost associated, such as higher consumption of server usage and fees with the
additional revenue attained.
Gross
profit and gross profit margin
As
a result of the foregoing, our gross profit increased by approximately S$162,000 or 407% from approximately S$39,800 for the six-month
period ended June 30, 2025 to approximately S$201,800 for the six-month period ended June 30, 2026.
6
Other
Income
Our
other income is primarily comprised of (i) interest income and (ii) government grant. The following table sets out the breakdown of other
income for the periods indicated:
(Unaudited)
Six months ended
June 30, 2025
(
Unaudited)
Six
months ended
June
30, 2026
S$
S$
Government
grants
(1)
52,661
7,594
Interest
income
-
74,212
Others
50
27
52,711
81,833
(1)
The government grants were subsidies granted from the Government in Singapore for several schemes. These conditions had been satisfied
in current period.
Our
other income increased by approximately S$29,100 or 55% from approximately S$52,700 the six-month period ended June 30, 2025 to approximately
S$81,800 for the six-month period ended June 30, 2026. Such increase in other income was primarily attributable to interest income of
approximately S$74,200 earned during the period (2025: nil), partially offset by a decrease in government grants of approximately S$45,100.
Expenses
The
following table sets out the breakdown of our expenses for the periods indicated:
For the
Six months ended
June 30, 2025
For the
Six months ended
June 30, 2026
S$
S$
Expenses
Marketing expenses
(38,873
)
(86,481
)
Administrative expenses
(5,277,601
)
(1,615,150
)
Finance costs
(1,299
)
(1,023
)
Marketing
Expenses
Our
marketing expenses represent expenses relating to promotional efforts for the Group’s brand and business, which include advertising
fees, expenses incurred in administering events and other marketing initiatives such as webinars. Our marketing expenses increased by
approximately S$47,600 or 122% from approximately S$38,900 for the six-month period ended June 30, 2025 to approximately S$86,500 for
the six-month period ended June 30, 2026 primarily due to increase outreach efforts through physical events with partners for both technology
and the newly incorporated studios business.
Administrative
Expenses
Our
administrative expenses represent expenses relating to the operations of the Group. This includes employee benefits expense, rent, travel
expenses and other general expenses. Our administrative expenses decreased by approximately S$3,662,400 or 69% from approximately S$5,277,600
for the six-month period ended June 30, 2025 to approximately S$1,615,200 for the six-month period ended June 30, 2026 primarily due
to the absence of share-based payment expenses during the period (2025: approximately S$2,793,600) and a decrease in exchange losses
of approximately S$317,600.
Finance
Costs
Our
finance costs represent interest expenses from leases. Our finance costs decreased by approximately S$300 or 21% from approximately S$1,300
for the six-month period ended June 30, 2025 to approximately S$1,000 for the six-month period ended June 30, 2026 primarily due to lower
interest expenses on lease liabilities as the leases were progressively repaid.
Allowance
for expected credit loss
Our
allowance for expected credit loss (“ECL”) represents the allowance for anticipated losses from bad debts or other credit
exposures that are likely to become unrecoverable. Our provision for ECL increased by approximately S$1,200 from S$1,300 for the six
month period ended June 30, 2025 to approximately S$2,500 for the six month period ended June 30, 2026 based on our assessment of recoverability
of trade receivables and our internal policy on ECL. Allowance for expected credit loss was classified under administrative expenses.
7
Income
Tax Expenses
Our
income tax expenses remained unchanged from approximately S$nil for the six-month period ended June 30, 2025 to S$nil for the six-month
period ended June 30, 2026. No profits tax has been provided for BeLive Singapore as there were no assessable profits during the six-month
periods ended June 30, 2025 and 2026.
Net
Loss for the Period
As
a result of the foregoing, we recorded a net loss of approximately S$5,225,300 for the six-month period ended June 30, 2025 and a net
loss of approximately S$1,419,100 for the six-month period ended June 30, 2026.
LIQUIDITY
AND CAPITAL RESOURCES
Our
liquidity and working capital requirements are primarily related to our operating expenses. Historically, we have met our working capital
and other liquidity requirements primarily through a combination of cash generated from our operations and loans from banking facilities.
Going forward, we expect to fund our working capital and other liquidity requirements from various sources, including but not limited
to cash generated from our operations, loans from banking facilities, the net proceeds from our Initial Public Offering and other equity
and debt financings as and when appropriate.
We
were incorporated in the Cayman Islands as a holding company and our Cayman Islands holding company did not have active business operations
as of June 30, 2026 and as of the date of this Report. Our consolidated assets and liabilities, consolidated revenue and net income are
the operating results of our subsidiaries in Singapore, Vietnam and the BVI. Current Singapore regulations permit such Singapore subsidiary
to pay dividends to its shareholders only out of its profits, if any, determined in accordance with Singapore accounting standards and
regulations. As such, in the event that our Singapore subsidiary has accumulated profits, our Singapore subsidiary may, taking into consideration
the Group’s future plans and opportunities and its shareholders’ interests, pay dividends to its shareholders. There are
no exchange or capital controls under Singapore laws and both residents and non-residents are free to convert Singapore dollars to foreign
currencies and/ or remit such currencies out of the country. Under current Singapore tax rules, there is no withholding tax imposed on
dividends, regardless of whether they are paid to Singapore or foreign shareholders. However, foreign shareholders may be taxed on the
receipt of such dividends back in their own home country, which will depend on the tax laws in the respective countries where they are
resident. As of June 30, 2026, our Singapore subsidiary’s accumulated losses and net liabilities were approximately S$15,740,400
and S$5,278,100, respectively; as such, our Singapore subsidiary was prohibited from making distributions to us in the form of cash dividends
during the six-month periods ended June 30, 2025 and as of June 30, 2026, the Company had restricted net liabilities of approximately
S$5,278,100. As of June 30, 2026 and up to and including the date of this Report, there were no cash transfers between our Cayman Islands
holding company and our subsidiary in Singapore, in terms of loans or advances or cash dividends.
In
general, there are no strict limitations on cash transfers applicable to foreign investors and foreign-owned companies in Vietnam. Vietnam’s
tax legal framework does not have any withholding tax applied to a foreign owned company when its foreign investors transfer outside
of Vietnam their profits earned from its operations, provided that the company fulfills its own tax obligations and other financial obligations.
Any foreign investor who invests in a foreign-owned company in Vietnam shall only transfer the profits through the direct investment
capital account (DICA), which is also the account used for capital injection purposes.
In
assessing our liquidity, we monitor and analyze our cash on-hand and our operating expenditure commitments. Our liquidity needs are to
meet our working capital requirements and operating expense obligations. Historically, we have financed our operations primarily through
(i) the issuance of Ordinary Shares; (ii) cash generated by operations; (iii) the issuance of convertible loans; and (iv) the issuance
of RCCPS. Other than leases, the Group had no debt instruments as of June 30, 2026.
As
at June 30, 2026, we have working capital of approximately S$7,039,800, cash and cash equivalents of approximately S$7,114,600, current
assets of approximately S$7,602,100 and current liabilities of approximately S$562,300.
8
Cash
flows
The
following table summarizes our cash flows for the six-month periods ended June 30, 2025 and 2026:
(Unaudited)
Six
months
ended
June
30, 2025
S$
(Unaudited)
Six
months
ended
June
30, 2026
S$
Net cash used in operating activities
(2,682,635
)
(1,528,674
)
Net cash used in investing activities
(85,782
)
69,604
Net cash generated from/(used
in) financing activities
12,503,505
(9,173
)
Net increase/(decrease) in cash and cash
equivalents
9,735,088
(1,468,243
)
Effect of exchange rate changes on cash
and cash equivalents
16,557
4,853
Cash and cash equivalents
at beginning of the fiscal period
66,184
8,577,947
Cash and cash equivalents
at end of the fiscal period
9,817,829
7,114,557
Operating
Activities
For
the six-month period ended June 30, 2025, the Group recorded a loss before tax of approximately S$5,225,300 and net cash used in operating
activities of approximately S$2,682,600 primarily attributable to changes in trade and other receivables of approximately S$221,800 representing
amounts to be settled by our customers, partially offset by (i) changes in trade and other payables of approximately S$408,700 representing
settlement to be made by the Group, (ii) adjustments for amortization of intangible assets of approximately S$508,400, and (iii) adjustments
for depreciation of property, plant and equipment of approximately S$75,200.
For
the six-month period ended June 30, 2026, the Group recorded a loss before tax of approximately S$1,419,100 and net cash used in operating
activities of approximately S$1,454,500 primarily attributable to changes in trade and other receivables of approximately S$222,600 representing
amounts to be settled by our customers, partially offset by (i) changes in trade and other payables of approximately S$75,300 representing
settlement to be made by the Group, (ii) adjustments for amortization of intangible assets of approximately S$115,900, and (iii) adjustments
for depreciation of property, plant and equipment of approximately S$13,600.
Investing
Activities
For
the six-month period ended June 30, 2025, the Group had net cash used of approximately S$85,800 in investing activities primarily resulting
from acquisition of plant and equipment.
For
the-six month period ended June 30, 2026, the Group had net cash used of approximately S$4,600 in investing activities primarily resulting
from acquisition of plant and equipment.
Financing
Activities
For
the six-month period ended June 30, 2025, the Group had net cash generated from financing activities of approximately S$12,503,500 primarily
attributable to proceeds from our Initial Public Offering and the issuance of shares of approximately S$13,798,700 partially offset by
(i) reduction of interest elements of lease rentals paid of approximately S$1,300 and (ii) reduction in repayment of principal portion
of lease liability of approximately S$9,800.
For
the six-month period ended June 30, 2026, the Group had net cash used in financing activities of approximately S$9,200, attributable
to (i) payment of interest elements of lease rentals of approximately S$1,000; and (ii) repayment of the principal portion of lease liabilities
of approximately S$8,200.
Working
Capital
We
believe that our Group has sufficient working capital for our requirements for at least the next 12 months from the date of this Report,
in the absence of unforeseen circumstances, taking into account the financial resources presently available to us, including cash and
cash equivalents on hand, and cash flows from our operations.
Off-Statement
of Financial Position Arrangements
We
did not have any off-statement of financial position arrangements as at June 30, 2025 and 2026.
Capital
Expenditures
For
the six-month periods ended June 30, 2025 and 2026, we had capital expenditures of approximately S$85,800 and S$4,600, respectively.
Our capital expenditures were mainly used for the purchase of computers.
9
Lease
Liabilities
The
following table sets forth our lease liabilities as at June 30, 2026 and December 31, 2025:
(Unaudited)
June
30, 2026
(Audited)
December 31, 2025
S$
S$
Lease liabilities payable:
Within one year
12,071
20,353
Within a period of more
than one year but not more than two years
22,938
22,806
35,009
43,159
Less: portion classified
as current liabilities
(12,071
)
(20,353
)
Non-current liabilities
22,938
22,806
Contract
Liabilities
Contract
liabilities are deposits charged before the services commence, until the revenue is recognized on the relevant contract offset against
these. As at June 30, 2026, we had contract liabilities of approximately S$68,600 and as at June 30, 2025, we had contract liabilities
of approximately S$19,400.
Related
Party Transactions
We
have adopted an audit committee charter, which requires the committee to review all related-party transactions on an ongoing basis and
all such transactions be approved by the committee.
In
addition to the related party information disclosed elsewhere in the unaudited interim condensed consolidated financial statements, the
following transactions with related parties took place at terms agreed between the parties during the financial period, which are at
arm’s length:
(Unaudited)
Six
months ended
June
30, 2025
(Unaudited)
Six months ended
June 30, 2026
S$
S$
Sales to a shareholder
3,000
2,850
The
related parties refer to entities with common shareholders.
Compensation
of key management personnel
(Unaudited)
Six
months ended
June
30, 2025
(Unaudited)
Six months
ended
June 30, 2026
S$
S$
Salaries, bonuses, and allowances
132,000
158,420
Employer’s contribution
to Central Provident Fund
15,096
20,975
147,096
179,395
10
Trade
and Other Receivables
The
following table provides information on the exposure to credit risk for trade receivables and contract assets which are assessed based
on the provision matrix as at June 30, 2026 within lifetime expected credit loss (not credit impaired). Credit-impaired debtors with
gross carrying amounts of $8,400 as at December 31, 2025 was assessed individually and 100% allowance for expected credit loss was made
in respect of these balances was also disclosed below. No balance was assessed as credit-impaired debtors as at June 30, 2026. For the
expected credit loss for the remaining trade receivables that are not considered as credit-impaired as at June 30, 2026, in the opinion
of the directors of the Company, no allowance for expected credit loss was provided for these balances as the amount due was considered
immaterial (2025: Nil) and all the remaining trade receivables and contract assets balances were subsequently settled.
Expected
Gross
loss
carrying
Loss
rate
amount
allowance
%
S$
S$
June 30, 2026
Current (not past due)
0
%
1,566
-
1-30 days past due
0
%
248,925
-
31-60 days past due
0
%
39,765
-
61-90 days past due
0
%
20,641
-
More than 90 days past
due
63
%
17,264
10,850
328,161
10,850
Expected
Gross
loss
carrying
Loss
rate
amount
allowance
%
S$
S$
December 31, 2025
Current (not past due)
0
%
145,483
-
1-30 days past due
0
%
12,384
-
31-60 days past due
0
%
3,052
-
More than 90 days past
due
36
%
23,287
8,392
184,206
8,392
Our
trade and other receivables, net, increased from approximately S$264,900 as of December 31, 2025 to approximately S$487,500 as of June
30, 2026. The increase mainly resulted from an increase in trade receivables of approximately S$141,500 and an increase in prepayments
of approximately S$81,100.
During
the six-month period ended June 30, 2026 and fiscal year ended December 31, 2025, other than the loss allowance for expected credit losses
discussed above, no impairment loss was provided for amounts that were past due as follows:
(Unaudited)
June
30, 2026
(Audited)
December 31, 2025
S$
S$
Balance at beginning of the period
8,392
4,357
Provision for expected credit losses
2,458
5,166
Amounts written off during
the period/year
-
(1,131
)
Balance at end of the
period
10,850
8,392
11
Trade
and Other Payables
The
general credit terms from our major suppliers are 15 to 90 days. Our trade and other payables increased from approximately S$474,900
as of December 31, 2025 to approximately S$550,200 as of June 30, 2026.
(Unaudited)
June
30, 2026
(Audited)
December 31, 2025
S$
S$
Trade payables
- Third parties
107,460
59,168
Other payables
- Accruals
333,742
353,243
- Contract liabilities
68,595
19,447
- Other payables
(1)
40,425
43,091
442,762
415,781
Total trade and other
payables
550,222
474,949
(1)
Amounts due to directors of S$Nil (2025: S$3,654) are included in other payables. The amounts due to directors are unsecured, interest-free
and repayable on demand.
Trade
and other payables are non-interest bearing and are normally settled on 30 days’ terms.
Income
taxes payable
No
profits tax has been provided as there are no assessable profits arising during the six-month periods ended June 30, 2026 and 2025.
Capital
Expenditures
Historical
capital expenditures
For
the six-month periods ended June 30, 2025 and 2026, we had capital expenditures of approximately S$85,800 and S$4,600, respectively.
Our capital expenditures were mainly used for the costs of renovation and addition of furniture and fittings and addition of computers.
We principally funded our capital expenditures through cash flows from operations during the six-month periods ended June 30, 2025 and
2026.
SIGNIFICANT
ACCOUNTING POLICIES AND ESTIMATES
The
unaudited interim condensed consolidated financial statements for the six-months ended June 30, 2026 of the Group have been drawn up
in accordance with International Accounting Standard 34, ‘Interim Financial Reporting’. They do not include all of the information
required in annual financial statements in accordance with IFRS and should be read in conjunction with the consolidated financial statements
for the year ended December 31, 2025.
We
are an “emerging growth company” as defined under the federal securities laws and, as such, will be subject to reduced public
company reporting requirements. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage
of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting
standards. We have elected to take advantage of the extended transition period for complying with new or revised accounting standards
and acknowledge such election is irrevocable pursuant to Section 107 of the JOBS Act. As a result of our election, our financial statements
may not be comparable to those of companies that comply with public company effective dates.
The
Company incurred a loss of S$1,419,100 for the period from 1 January 2026 to 30 June 2026. These conditions indicate the existence of
a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern and, therefore,
the Company may not be able to realise its assets and discharge its liabilities in the normal course of business. Notwithstanding the
above, these consolidated financial statements have been prepared on a going concern basis. Management has prepared a cash flow forecast
covering at least twelve months from the date of these unaudited interim condensed consolidated financial statements and, based on that
assessment, considers that the Company will have sufficient cash to meet its liabilities as they fall due over that period.
Should
the going concern assumption be inappropriate, adjustments might be made to reclassify non-current assets to current assets, to write
down the carrying values of assets to their estimated recoverable amounts and to provide for any further liabilities which might arise.
The effects of these adjustments have not been reflected in the financial statements.
12
These
unaudited interim condensed consolidated financial statements have been prepared on a historical cost convention except for share-based
payments which are measured at fair value.
The
preparation of unaudited interim condensed consolidated financial statements in conformity with IFRS requires management to exercise
its judgement in the process of applying the Group’s accounting policies. It also requires the use of certain critical accounting
estimates and assumptions.
Application
of amendments to IFRSs
Amendments
to IFRS 9 and IFRS 7 Amendments to the Classification and Measurement of Financial Instruments
Amendments
to IFRS Accounting Standards Annual Improvements to IFRS Accounting Standards – Volume 11
The
accounting policies adopted in the preparation of the unaudited interim condensed consolidated financial statements are consistent with
those applied in the preparation of the Group’s annual consolidated financial statements for the year ended December 31, 2025,
except for the adoption of the above revised IFRSs for the first time for the current period’s financial statements.
The
adoption of the new and amendments IFRSs has had no significant effect on these unaudited interim condensed consolidated financial statements
for the six months ended June 30, 2026 and there have been no significant changes to the accounting policies applied in these unaudited
interim condensed consolidated financial statements for the six months ended June 30, 2026.
Standards
issued but not yet effective
The
Group has not early applied the following new and amendments to IFRSs that have been issued but are not yet effective:
Amendments
to IFRS 10
Sale
or Contribution of Assets between an Investor and
and
IAS 28
its
Associate or Joint Venture
1
IFRS
18
Presentation
and Disclosure in Financial Statements
2
IFRS
19
Subsidiaries
without Public Accountability: Disclosures
2
Amendments
to IFRS 19
Amendments
to the Subsidiaries without Public Accountability:
Disclosures
2
Amendments
to IFRS 21
Translation
to a Hyperinflationary Presentation Currency
2
1
Effective for annual periods beginning on or after a date to be determined.
2
Effective for annual periods beginning on or after 1 January 2027.
The
directors of the Company anticipate that the application of new and amendments to IFRS Accounting Standards will have no material impact
on the consolidated financial statements in the foreseeable future.
The
preparation of the unaudited interim condensed consolidated financial statements requires the directors of the Company to make judgments,
estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income, and expenses.
The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable
under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from these estimates.
The
estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period
in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the
revision affects both current and future periods.
The
directors of the Company have considered the development, selection and disclosure of the Group’s critical accounting judgments
and estimates. These accounting judgments and estimates applied in the unaudited interim condensed financial statements for the six-month
ended June 30, 2026 are the same as those applied in the preparation of the Group’s annual consolidated financial statements for
the year ended December 31, 2025.
13
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Risk
Management Overview
Our
activities expose us to a variety of financial risks from our operations. The key financial risks include credit risk, liquidity risk
and market risk (including interest rate risk and foreign currency risk). We review and agree policies and procedures for the management
of these risks, which are executed by the management team. It is and has been throughout the current and previous financial year, our
policy that no trading in derivatives for speculative purposes shall be undertaken.
Credit
Risk
Credit
risk relates to the risk that the counterparty to a financial instrument would fail to discharge its obligations under the terms of the
financial instrument and cause a financial loss to us.
Bank
deposits are only placed with creditworthy financial institutions. Management does not expect any financial institutions will fail to
meet their obligations resulting in material credit losses to us.
In
respect of accounts receivable, individual credit evaluations are performed. These evaluations focus on the past history of making payments
when due and current ability to pay, and take into account information specific to the customer as well as pertaining to the economic
environment in which the customer operates. We do not require collateral from customers.
Our
exposure to credit risk is influenced mainly by the individual characteristics of each customer rather than the industry or country in
which the customer operates and therefore significant concentrations of credit risk primarily arise when we have significant exposure
to individual customers.
As
of 31 Dec 2025 and 30 Jun 2026, our total accounts receivable due from our five largest customers are 65%, and 21%, respectively.
Currency
Risk
Currency
risk refers to the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign
exchange rate. Our exposure to currency risk arises primarily from cash and cash equivalents, accounts receivable and accounts payable,
which are primarily denominated in Singapore dollars and US dollars. Our reporting currency is Singapore dollars.
As
at June 30, 2026, a 4% strengthening of the Singapore dollar against the relevant foreign currencies would increase/(decrease) profit
or loss before tax by the amounts shown below, based on the foreign-currency-denominated balances outstanding at that reporting date.
This analysis assumes that all other variables remain constant.
Profit or
loss (before tax)
June
30,
2026
2025
S$
S$
United States Dollar
(280,688
)
(388,019
)
We
currently do not have a foreign currency hedging policy. However, management monitors foreign exchange exposure and will consider hedging
significant foreign exchange exposure should the need arise.
Liquidity
Risk
Liquidity
risk is the risk that an enterprise will encounter difficulty in raising funds to meet commitments associated with financial instruments.
Liquidity risk may result from an inability to sell a financial asset quickly at close to its fair value.
Prudent
liquidity risk management implies maintaining sufficient cash. We monitor and maintain a level of bank balances deemed adequate to finance
our operations.
14
Market
Risk
Market
risk is the risk that changes in market prices, such as interest rates and foreign exchange rates will affect our income. The objective
of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return on
risk.
Interest
Rate Risk
Interest
rate risk is the risk that the fair value or future cash flows of our financial instruments will fluctuate because of changes in market
interest rates. We are not exposed to interest rate risk as we have no significant interest-bearing assets and liabilities, and our income
and operating cash flows are substantially independent of changes in market interest rates.
Foreign
Currency Risk
Our
foreign exchange risk results mainly from cash flows from transactions denominated in foreign currencies. At present, we do not have
any formal policy for hedging against currency risk. We ensure that the net exposure is kept to an acceptable level by buying or selling
foreign currencies at spot rates, where necessary, to address short term imbalances.
We
have transactional currency exposures arising from transactions that are denominated in a currency other than the functional currency
of the Group, primarily United States Dollar (USD). The average exchange rates used for USD during the periods ended June 30, 2025 and
2026, as derived from XE.com, through Xero, our accounting software, were 0.785071 and 0.773084 per Singapore Dollar, respectively.
15
SIGNATURES
Pursuant
to the requirements 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.
BELIVE
HOLDINGS
Dated:
October 14, 2026.
/s/
Abdul Latif Bin Zainal
Abdul
Latif Bin Zainal, Chief Financial Officer (Principal Financial and Accounting Officer)
16
BELIVE
HOLDINGS AND ITS SUBSIDIARIES
UNAUDITED
INTERIM CONDENSED
CONSOLIDATED
FINANCIAL
STATEMENTS
FOR THE SIX-MONTH PERIOD
ENDED
JUNE 30, 2026
BELIVE
HOLDINGS AND ITS SUBSIDIARIES
Index
to unaudited Interim Condensed Consolidated Financial Statements
Page
Unaudited Interim Condensed Consolidated Statements of Profit or Loss and Other Comprehensive loss
F-2
Unaudited Interim Condensed Consolidated Statements of Financial Position
F-3
Unaudited Interim Condensed Consolidated Statements of Changes in Equity
F-4
Unaudited Interim Condensed Consolidated Statements of Cash Flows
F-5
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
F-6
– F-17
F-
1
BELIVE
HOLDINGS AND ITS SUBSIDIARIES
UNAUDITED
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE LOSS
For
the six month ended June 30, 2026
(in
Singapore Dollars)
Note
(Unaudited)
Six-month
ended
30
June 2026
S$
(Unaudited)
Six-month ended
30 June 2025
S$
Revenue
4
659,389
350,045
Cost of sales
(
457,623
)
(
310,279
)
Gross profit
201,766
39,766
Other income
5
81,833
52,711
Less: Expenses
- Marketing
(
86,481
)
(
38,873
)
- Administrative expenses
(
1,615,150
)
(
5,277,601
)
- Finance costs
6
(
1,023
)
(
1,299
)
Loss before tax
7
(
1,419,055
)
(
5,225,296
)
Income tax expenses
8
-
-
Loss for the period
(
1,419,055
)
(
5,225,296
)
Other comprehensive income:
Items that may be reclassified
subsequently to profit or loss:
- Exchange differences on translation of foreign
operations
3,011
16,557
Total
comprehensive loss for the period
(
1,416,044
)
(
5,208,739
)
Loss per share for the loss
attributable to owners of the Company (in dollar)
Basic
9
(
0.13
)
(
1.11
)
Diluted
9
(
0.13
)
(
1.11
)
Weighted
average number of ordinary shares for the purpose of calculating the basic loss per share
9
10,864,802
10,864,802
F-
2
BELIVE
HOLDINGS AND ITS SUBSIDIARIES
UNAUDITED
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As
at June 30, 2026
(in
Singapore Dollars)
Note
(Unaudited)
June
30, 2026
S$
(Audited)
December 31, 2025
S$
ASSETS
Non-current assets
Plant and equipment, net
10
57,542
68,343
Intangible assets, net
11
276,677
392,531
334,219
460,874
Current assets
Trade and other receivables and deposits, net
12
487,519
264,909
Contract assets
13
-
2,286
Cash and cash equivalents
14
7,114,557
8,577,947
7,602,076
8,845,142
Total
assets
7,936,295
9,306,016
EQUITY AND LIABILITIES
LIABILITIES
Non-current liabilities
Lease liabilities
17
22,938
22,806
Current liabilities
Trade and other payables
18
550,222
474,949
Income tax payable
-
20,800
Lease liabilities
17
12,071
20,353
562,293
516,102
Total
liabilities
585,231
538,908
EQUITY
Share capital
15
7,233
7,233
Accumulated losses
(
35,667,501
)
(
34,248,446
)
Reserves
16
43,011,332
43,008,321
7,351,064
8,767,108
Total
equity and liabilities
7,936,295
9,306,016
F-
3
BELIVE
HOLDINGS AND ITS SUBSIDIARIES
UNAUDITED
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For
the six-month ended June 30, 2026
(in
Singapore Dollars)
Share
Capital
S$
Share
Premium
S$
Accumulated
losses
S$
Other
reserve
(Note
16)
S$
Foreign
currency
translation
reserve
(Note 16)
S$
Total
S$
2025
Balance at January 1, 2025 (audited)
5,462
4,582,248
(
27,552,865
)
22,824,575
4,663
(
135,917
)
Exercise of share options
171
1,369,414
-
-
-
-
Exercise of share award
-
1,423,999
-
-
-
-
Issuance of shares
1,600
12,794,456
-
-
-
12,796,056
Loss for the period
-
-
(
5,225,296
)
-
-
(
5,225,296
)
Other comprehensive income
-
-
-
-
16,557
16,557
At June 30, 2025 (unaudited)
7,233
20,170,117
(
32,778,161
)
22,824,575
21,220
10,244,984
2026
Balance at January 1, 2026 (audited)
7,233
20,170,117
(
34,248,446
)
22,824,575
13,629
8,767,108
Loss for the period
-
-
(
1,419,055
)
-
-
(
1,419,055
)
Other comprehensive income
-
-
-
-
3,011
3,011
At June 30, 2026 (unaudited)
7,233
20,170,117
(
35,667,501
)
22,824,575
16,640
7,351,064
F-
4
BELIVE
HOLDINGS AND ITS SUBSIDIARIES
UNAUDITED
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For
the six-month ended June 30, 2026
(in
Singapore Dollars)
Note
(Unaudited)
Six-month
ended
30
June 2026
S$
(Unaudited)
Six-month ended
30 June 2025
S$
Net cash used
in operating activities
(
1,528,674
)
(
2,682,635
)
Net cash generated from/(used
in) investing activities
69,604
(
85,782
)
Net
cash (used in)/generated from financing activities
(
9,173
)
12,503,505
Net (decrease)/ increase
in cash and cash equivalents
(
1,468,243
)
9,735,088
Effect of exchange rate
changes on cash and cash equivalents
4,853
16,557
Cash and cash equivalents
at the beginning of the fiscal period
8,577,947
66,184
Cash
and cash equivalents at the end of the fiscal period
14
7,114,557
9,817,829
F-
5
BELIVE
HOLDINGS AND ITS SUBSIDIARIES
NOTES
TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the six-month ended June 30, 2026
(in
Singapore Dollars)
1.
General
BeLive
Holdings (“the Company”, and together with its subsidiaries, “the Group”) was incorporated on February 24, 2023
and domiciled in the Cayman Islands. The address of its registered office is Appleby Global Services (Cayman) Limited, 71 Fort Street,
PO Box 500, George Town, Grand Cayman, KY1-1106, Cayman Islands.
BeLive
Technology Group Ltd. (“BeLive BVI”), a wholly-owned subsidiary of the Company, was incorporated on March 7, 2023 and domiciled
in British Virgin Islands. The address of its registered office is at Mandar House, 3rd Floor, Johnson’s Ghut, Tortola, British
Virgin Islands.
BeLive
Technology Pte. Ltd. (“BeLive SG”), a wholly-owned subsidiary of BeLive BVI, was incorporated on June 18, 2014 and domiciled
in Singapore. The address of its registered office is at 26A Ann Siang Road, #03-00, Singapore 069706.
BeLive
Technology (Vietnam) Company Ltd. (“BeLive Vietnam”), a wholly-owned subsidiary of BeLive SG, was incorporated on June 16,
2021 and domiciled in Vietnam. The address of its registered office is at 133 Duong Ba Trac, Ward 1, District 8, Ho Chi Minh City, Vietnam.
BeLive
New Media Ltd. (“BeLive New Media”), a wholly-owned subsidiary of the Company, was incorporated on June 26, 2025 and domiciled
in British Virgin Islands. The address of its registered office is at Mandar House, 3rd Floor, Johnson’s Ghut, Tortola, British
Virgin Islands.
BeLive
AI Studios Pte Ltd (“BeLive AI”), a wholly-owned subsidiary of BeLive New Media, was incorporated on July 07, 2025 and domiciled
in Singapore. The address of its registered office is at 26A Ann Siang Road, #03-00, Singapore 069706.
The
principal activities of the Group are those related to development of software and programming activities and providing consultancy service,
and creative agency dealing in content production and campaign marketing.
F-
6
BELIVE
HOLDINGS AND ITS SUBSIDIARIES
NOTES
TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the six-month ended June 30, 2026
(in
Singapore Dollars)
1.
General (Continued)
Information
about subsidiaries
Details
of the Company’s principal subsidiaries are as follows:-
Name
Principal
activities
Country
of business/incorporation
BeLive
BVI
Investment
holding
British
Virgin Islands
BeLive
SG
Development
of other software and programming activities and providing consultancy service
Singapore
BeLive
Vietnam
Computer
programming, computer consultancy and system administration
Vietnam
BeLive
New Media
Creative
agency dealing in content production and campaign marketing
British
Virgin Islands
BeLive
AI Studio Pte. Limited
Creative
agency dealing in content production and campaign marketing
Singapore
2.
Summary of significant
accounting policies
(a)
Basis of preparation
The
unaudited interim condensed consolidated financial statement for six-month ended June 30, 2026 of the Group have been drawn up in accordance
with International Accounting Standard 34, ‘Interim Financial Reporting’. They do not include all of the information required
in annual financial statements in accordance with IFRS and should be read in conjunction with the consolidated financial statements for
the year ended December 31, 2025.
These
unaudited interim condensed consolidated financial statements have been prepared on a historical cost convention except for share-based
payments which are measured at fair value.
The
preparation of unaudited interim condensed consolidated financial statements in conformity with IFRS requires management to exercise
its judgement in the process of applying the Group’s accounting policies. It also requires the use of certain critical accounting
estimates and assumptions.
F-
7
BELIVE
HOLDINGS AND ITS SUBSIDIARIES
NOTES
TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the six-month ended June 30, 2026
(in
Singapore Dollars)
2.
Summary of significant
accounting policies (continued)
(b)
Application of amendments
to IFRSs
Amendments
to IFRS 9 and IFRS 7 Amendments to the Classification and Measurement of Financial Instruments
Amendments
to IFRS Accounting Standards Annual Improvements to IFRS Accounting Standards – Volume 11
The
accounting policies adopted in the preparation of the unaudited interim condensed consolidated financial statements are consistent with
those applied in the preparation of the Group’s annual consolidated financial statements for the year ended December 31, 2025,
except for the adoption of the above revised IFRSs for the first time for the current period’s financial statements.
The
adoption of the new and amendments IFRSs has had no significant effect on these unaudited interim condensed consolidated financial statements
for the six months ended June 30, 2026 and there have been no significant changes to the accounting policies applied in these unaudited
interim condensed consolidated financial statements for the six months ended June 30, 2026.
The
Group has not applied new and amendments standards, amendments or interpretations that have been issued but are not yet effective. The
Group is currently assessing the impact of the adoption of such new and revised standards, amendments or interpretations to the Group
but is yet to be in a position to state whether they would have any material financial impact on the Group’s results of operations
and financial position.
3.
Significant accounting
judgements and estimates
The
preparation of the unaudited interim condensed consolidated financial statements requires the directors of the Company to make judgements,
estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income, and expenses.
The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable
under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from these estimates.
The
estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period
in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the
revision affects both current and future periods.
The
directors of the Company have considered the development, selection and disclosure of the Group’s critical accounting judgements
and estimates. These accounting judgements and estimates applied in the unaudited interim condensed financial statements for the six-month
ended June 30, 2026 are the same as those applied in the preparation of the Group’s annual consolidated financial statements for
the year ended December 31, 2025.
F-
8
BELIVE
HOLDINGS AND ITS SUBSIDIARIES
NOTES
TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the six-month ended June 30, 2026
(in
Singapore Dollars)
4.
Revenue
(Unaudited)
Six-month
ended
June
30, 2026
S$
(Unaudited)
Six-month ended
June 30, 2025
S$
659,389
350,045
(Unaudited)
Six-month
ended
June
30, 2026
S$
(Unaudited)
Six-month ended
June 30, 2025
S$
Disaggregation of revenue
Revenue from contracts with customers within
the scope of IFRS 15, types of goods or services – recognized overtime
Installation fees
383,936
197,422
Subscription fees
138,609
132,645
Server costs
29,821
19,978
Campaign
3,000
-
Content production
88,023
-
643,389
350,045
Revenue from contracts with customers within
the scope of IFRS 15, types of goods or services – recognized at a point in time
Miscellaneous Income
16,000
-
Total revenue
659,389
350,045
The
Group accounts for contracts with customers and recognizes revenue when all of the following criteria are met:
(a)
the parties to the contract have approved the contract and are committed to perform their respective obligations;
(b)
the entity can identify each party’s rights regarding the goods or services to be transferred;
(c)
the entity can identify the payment terms for the goods or services to be transferred;
(d)
the contract has commercial substance (i.e. the risk, timing or amount of the entity’s future cash flows is expected to change
as a result of the contract); and
(e)
it is probable that the entity will collect the consideration to which it will be entitled in exchange for the goods or services that
will be transferred to the customer.
At
contract inception, the Group assesses and concludes the customers’ ability and intention to pay the amount of consideration when
it is due by evaluating and considering their prior historical settlement performance, reputation in the market and financial performance
through a due diligence check.
While
a few customers, based on historical records, have been slow in making payments, the directors of the Company were of the opinion that
it was probable that the entity would collect the consideration to which it would be entitled in exchange for the goods or services provided
because the Group was able to review these customers’ live commerce performance on a regular basis, with reference to their overall
historical payment performance in prior years. Thus, the Group continued to provide services to these customers during the six-month
period ended June 30, 2026 and continued to recognise revenue from them during the six month period ended June 30, 2026.
F-
9
BELIVE
HOLDINGS AND ITS SUBSIDIARIES
NOTES
TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the six-month ended June 30, 2026
(in
Singapore Dollars)
4.
Revenue (continued)
Revenue
from customers contributing over 10% of the total revenue of the Group is as follows:
(Unaudited)
Six-month
ended
June
30, 2026
S$
(Unaudited)
Six-month ended
June 30, 2025
S$
Customer A
256,500
-
Customer B
-
165,312
Customer C
-
44,157
Customer D
77,674
-
334,174
209,469
5.
Other income
(Unaudited)
Six-month
ended
June
30, 2026
S$
(Unaudited)
Six-month ended
June 30, 2025
S$
Government grants (
Note
1
)
7,594
52,661
Interest income (
Note
2
)
74,212
-
Others
27
50
81,833
52,711
Note 1:
The government grants were
subsidies granted from the Government in Singapore for several schemes. These conditions had been satisfied in current period.
Note 2:
Interest income increased primarily due to
higher average cash balances and improved yield on deposits.
6.
Finance costs
(Unaudited)
Six-month
ended
June
30, 2026
S$
(Unaudited)
Six-month ended
June 30, 2025
S$
Interest
expenses from leases
1,023
1,299
7.
Loss before tax
Loss
before tax has been arrived at after charging:
(Unaudited)
Six-month
ended
June
30, 2026
S$
(Unaudited)
Six-month ended
June 30, 2025
S$
Amortization of intangible assets
115,854
115,854
Allowance of expected credit losses for trade
and other receivables
2,458
1,277
Depreciation of plant and equipment
13,567
16,609
Bad debt written off
17,719
-
Employee benefits expense
726,200
616,862
Exchange losses
7,856
325,411
Share-based payment (Note 20)
-
2,793,584
F-
10
BELIVE
HOLDINGS AND ITS SUBSIDIARIES
NOTES
TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the six-month ended June 30, 2026
(in
Singapore Dollars)
8.
Income tax expense
No
profits tax has been provided as there are no assessable profits arising during the six-month ended June 30, 2026 and 2025.
9.
Earnings per shares
(Unaudited)
Six-month
ended
June
30, 2026
S$
(Unaudited)
Six-month ended
June 30, 2025
S$
Loss for
the period attributable to the owners of the Company
(
1,419,055
)
(
5,225,296
)
Weighted average number
of ordinary shares for the purpose of calculating the basic and dilutive loss per share
10,864,802
4,696,733
10.
Plant and equipment, net
Computer
S$
Office
equipment
S$
Renovation
S$
Right
of
use
asset
S$
Total
S$
Cost
At January 1, 2025
95,220
-
-
274,984
370,204
Additions
42,202
11,512
20,428
62,457
136,599
Disposals
-
(
138
)
(
10,540
)
-
(
10,678
)
Written-off
-
-
-
(
269,411
)
(
269,411
)
Exchange adjustment
(
737
)
(
275
)
(
247
)
(
7,127
)
(
8,386
)
At December 31, 2025
136,685
11,099
9,641
60,903
218,328
Additions
4,608
-
-
-
4,608
Exchange adjustment
165
(
258
)
56
352
315
At June 30, 2026
141,458
10,841
9,697
61,255
223,251
Accumulated depreciation
At January 1, 2025
95,147
-
-
269,013
364,160
Depreciation
26,578
7,904
3,831
25,244
63,557
Disposals
-
(
8
)
(
1,757
)
-
(
1,765
)
Written-off
-
-
-
(
269,411
)
(
269,411
)
Exchange adjustment
(
604
)
(
196
)
(
51
)
(
5,705
)
(
6,556
)
At December 31, 2025
121,121
7,700
2,023
19,141
149,985
Depreciation
2,721
258
1,892
8,696
13,567
Exchange adjustment
1,686
732
(
426
)
165
2,157
At June 30, 2026
125,528
8,690
3,489
28,002
165,709
Carrying amount
At June 30, 2026 (Unaudited)
15,930
2,151
6,208
33,253
57,542
At December 31, 2025 (Audited)
15,564
3,399
7,618
41,762
68,343
F-
11
BELIVE
HOLDINGS AND ITS SUBSIDIARIES
NOTES
TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the six-month ended June 30, 2026
(in
Singapore Dollars)
11.
Intangible assets, net
Software
development
S$
Cost
At January 1, 2025, December
31, 2025 and June 30, 2026
1,158,548
Accumulated amortization
At January 1, 2025
534,308
Amortization
231,709
At December 31, 2025
766,017
Amortization
115,854
At June 30, 2026
881,871
Carrying amount
At June 30, 2026 (Unaudited)
276,677
At December 31, 2025 (Audited)
392,531
The
Group has capitalized all directly attributable staff costs necessary to create, produce, and prepare the intangible assets to be capable
of operating in the manner intended by the directors.
12.
Trade and other receivables
and deposits, net
(Unaudited)
June
30, 2026
S$
(Audited)
December 31, 2025
S$
Trade receivables
328,161
184,206
Less: allowance for expected
credit losses
(
10,850
)
(
8,392
)
Total trade receivables
317,311
175,814
Other receivables and deposits
Prepayments
164,643
83,562
Deposits
5,565
5,533
Total other receivables
and deposits
170,208
89,095
Total trade and other
receivables and deposits
487,519
264,909
The
movement in allowance for expected credit losses of receivables computed based on lifetime and 12-month ECL was as follows:
(Unaudited)
June
30, 2026
S$
(Audited)
December 31, 2025
S$
Balance at beginning of the period
8,392
4,357
Provision for expected credit losses
20,177
5,166
Amounts written off during
the period/year
(
17,719
)
(
1,131
)
Balance at end of the
period
10,850
8,392
F-
12
BELIVE
HOLDINGS AND ITS SUBSIDIARIES
NOTES
TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the six-month ended June 30, 2026
(in
Singapore Dollars)
12.
Trade and other receivables
and deposits (continued)
Ageing
Receivables
For
trade receivables, the Group has applied the simplified approach in IFRS 9 to measure the loss allowance at lifetime expected credit
loss. The Group determines the allowance for expected credit loss by using a provision matrix, estimated based on historical credit loss
experience based on the past due status of the debtors, adjusted as appropriate to reflect current conditions and estimates of future
economic conditions.
In
determining the expected credit loss for each category of trade receivables and contract assets, historical default rates and the past
due status of these receivables, the Company’s methodology is consistent with IFRS 9. When evaluating the historical past due status,
the Company considers the time value of money impact on the number of days of delay in payment in the calculation of expected credit
loss allowance. If there is any evidence that the debts are credit-impaired, the Company adjusts the default rate to
100
% in the calculation
of expected credit loss allowance.
The
following table provides information on the exposure to credit risk for trade receivables and contract assets which are assessed based
on the provision matrix as at June 30, 2026, within lifetime expected credit loss (not credit impaired). No balance was assessed as credit-impaired
debtors as at June 30, 2026. For the expected credit loss for the remaining trade receivables that are not considered as credit-impaired
as at June 30, 2026, in the opinion of the directors of the Company, allowance for expected credit loss of S$
10,850
(2025: $
8,392
) was
provided for these balances. All the remaining trade receivables and contract assets balances were subsequently settled.
Expected
loss
rate
%
Gross
carrying
amount
S$
Loss
allowance
S$
June 30, 2026
Current (not past due)
0
%
1,566
-
1-30 days past due
0
%
248,925
-
31-60 days past due
0
%
39,765
-
61-90 days past due
0
%
20,641
-
More than 90 days past
due
63
%
17,264
10,850
328,161
10,850
Expected
loss
rate
%
Gross
carrying
amount
S$
Loss
allowance
S$
December 31, 2025
Current (not past due)
0
%
145,483
-
1-30 days past due
0
%
12,384
-
31-60 days past due
0
%
3,052
-
More than 90 days past
due
36
%
23,287
8,392
184,206
8,392
F-
13
BELIVE
HOLDINGS AND ITS SUBSIDIARIES
NOTES
TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the six-month ended June 30, 2026
(in
Singapore Dollars)
13.
Contract assets
(Unaudited)
June
30, 2026
S$
(Audited)
December 31, 2025
S$
Contract
assets
-
2,286
The
contract assets mainly relate to the Company’s rights to consideration for work completed but not yet billed at reporting date
for its monthly subscription. The contract assets are transferred to trade receivables when the rights become unconditional. The Group
classifies these contract assets as current because the Group expects to realize them in its normal operating cycle.
14.
Cash and cash equivalents
(Unaudited)
June
30, 2026
S$
(Audited)
December 31, 2025
S$
Cash at
banks
7,114,557
8,577,947
Cash
at banks earns interest at floating rates based on daily bank deposit rates.
15.
Share capital
(Unaudited)
June
30, 2026
S$
(Audited)
December 31, 2025
S$
Ordinary shares
Authorized:-
100,000,000
(December 31,
2025:
100,000,000
) ordinary shares
67,018
67,018
Issued and fully paid:-
10,864,802
(December 31, 2025:
10,864,802
)
ordinary shares
7,233
7,233
Note:
On
June 12, 2023, an aggregate of additional
359,940
ordinary shares totaled US$
250,000
(equivalent to S$
329,825
) were issued to a private
investor to provide additional capital to the Company. On the same date,
1,397,600
ordinary shares of the Company were issued to an independent
company for providing services to the Company (Note 20).
On
February 1, 2024, the Group has granted
5,900,000
share options to certain employees of the Group under the Share Option Scheme 2023.
The share options contain an exercise price of US$
0.0001
per share option with an expiry date on February 29, 2024 and are vested on
the same date of acceptance of the share options by employees. All share options have been exercised in February 2024. The fair value
of
5,900,000
share options is approximately US$
2,690,000
(equivalents to S$
3,606,000
).
On
February 18, 2024, the Company has consolidated every five issued and unissued existing shares of par value of US$0.0001 each into one
share of par value of US$0.0005 each.
On
April 10, 2024, the Company has issued an aggregate of
100,000
ordinary shares of the Company to certain investors for the consideration
of US$
300,000
(equivalents to S$
384,100
).
On
April 17, 2024, the Company has issued an aggregate of
34,000
ordinary shares of the Company to certain investors for the consideration
of US$
102,000
(equivalents to S$
130,600
).
On
April 20, 2024, the Company has issued an aggregate of
33,333
ordinary shares of the Company to certain investors for the consideration
of US$
99,000
(equivalents to S$
126,810
).
On
April 7, 2025, the Company has completed IPO of
2,450,000
Ordinary Shares at a public offering price of US$
4.00
per share. The total
net proceeds to the Company from the IPO, after deducting total discounts, expense allowance and expenses of US$
1,023,500
(equivalent
to S$
1,383,670
), were approximately US$
8,776,500
.
F-
14
BELIVE
HOLDINGS AND ITS SUBSIDIARIES
NOTES
TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the six-month ended June 30, 2026
(in
Singapore Dollars)
16.
Reserves
(i)
Foreign currency translation
reserve
Foreign
currency translation reserve represents exchange differences arising from the translation of the unaudited interim condensed consolidated
financial statements of foreign operations whose functional currencies are different from that of the Group’s presentation currency.
(ii)
Other reserve
Other
reserve represents member’s deemed contribution arising from reorganization.
(iii)
Share-based payment reserve
The
share option reserve comprises the fair value of share options granted which are yet to be exercised. The amount will either be transferred
to the other reserves when the related options are exercised or be transferred to accumulated losses should the related options expire
after the vesting period.
17.
Lease liabilities
(Unaudited)
June
30, 2026
S$
(Audited)
December 31, 2025
S$
Lease liabilities payable:
Within one year
12,071
20,353
Within a period of more
than one year but not more than two years
22,938
22,806
35,009
43,159
Less: portion classified
as current liabilities
(
12,071
)
(
20,353
)
Non-current liabilities
22,938
22,806
F-
15
BELIVE
HOLDINGS AND ITS SUBSIDIARIES
NOTES
TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the six-month ended June 30, 2026
(in
Singapore Dollars)
18.
Trade and other payables
(Unaudited)
June
30, 2026
S$
(Audited)
December 31, 2025
S$
Trade payables
- Third
parties
107,460
59,168
Other payables
- Accruals
333,742
353,243
- Contract liabilities
68,595
19,447
- Other payables (Note
i
)
40,425
43,091
442,762
415,781
Total trade and other
payables
550,222
474,949
Trade
and other payables are non-interest bearing and are normally settled on 30 days’ terms.
Note
i)
The amounts due to the directors
of S$
Nil
(2025: S$
3,654
) are included in the other payables. The amounts due to directors are unsecured, interest-free, and repayable
on demand.
19.
Significant
related party transactions
In
addition to the related party information disclosed elsewhere in the unaudited interim condensed consolidated financial statements, the
following transactions with related parties took place at terms agreed between the parties during the financial period, which are at
arm’s length:
(Unaudited)
Six-month
ended
June
30, 2026
S$
(Unaudited)
Six-month ended
June 30, 2025
S$
Sales to
a shareholder
2,850
3,000
The
related parties refer to entities with common shareholders.
F-
16
BELIVE
HOLDINGS AND ITS SUBSIDIARIES
NOTES
TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For
the six-month ended June 30, 2026
(in
Singapore Dollars)
19.
Significant related party
transactions (continued)
Compensation
of key management personnel
(Unaudited)
Six-month
ended
June
30, 2026
S$
(Unaudited)
Six-month
ended
June 30, 2025
S$
Salaries, bonuses, and allowances
158,420
132,000
Employer’s contribution
to Central Provident Fund
20,975
15,096
179,395
147,096
20.
Share option
The
Company adopted a share option scheme on July 17, 2023 (the “Share Option Scheme 2023”) to provide an incentive to the grantees
by enabling them to participate in a future sale or listing of the Company, attract, motivate, and retain eligible participants, and
align the interests of the grantees more closely with the shareholders of the Company and provide greater incentive for the grantees
to focus on long-term goals of the Group.
On
July 17, 2023,
the Company granted a consultant share option equivalent to 3.5% of total number of shares of the Company as of 7 December
2022 with no vesting period.
According to the addition terms and conditions on the share option granted to the consultant, the share
option is contingent upon the occurrence of a performance condition (i.e. the successful initial public offering), the share option shall
not be recognised until the performance condition becomes probable in accordance with IFRS 2
Share-based Payment
.
On
February 1, 2024, the Group has granted
5,900,000
share options to certain employees of the Group under the Share Option Scheme 2023.
The share options contain an exercise price of US$
0.0001
per share option with an expiry date on February 29, 2024 and are vested on
the same date of acceptance of the share options by employees. All share options have been exercised in February 2024.
According
to the underwriting agreement, upon the exercise of the over-allotment option, the Group shall issue to the underwriter, and the underwriter
shall purchase
262,228
ordinary shares of the Group, par value US$
0.0005
per share, at a price to the public of US$
4.00
per share, for
total gross proceeds of US$
1,048,912
. The share option has been exercised in April 2025.
On
12 June 2023, the Group granted
1,397,600
ordinary shares to the investor upon the success of the IPO, at US$
0.0001
per share for total
consideration of US$
139.76
. The share award has been granted in April 2025.
Fair
value of shares granted
The
fair value of the
1,659,828
share options granted on April 7, 2025 were estimated using inputs which are considered as Level 1 in the
fair value hierarchy. It was determined based on valuation performed by Crowe Horwath First Trust Appraisal Pte Ltd, an independent valuer
who holds a recognized and relevant professional qualification in this field. The fair value of S$
8,490,000
was measured based on market
approach which the share option and share award were exercised as at the date of IPO. The Company has recognised the share-based payment
expenses of S$
Nil
(2025: S$
2,793,584
) in the consolidated profit or loss under administrative expenses during the period.
Share
option movement under the plan is presented in the table below:-
(Unaudited)
Six-month
ended
June
30, 2026
No.
of
shares
(Audited)
December 31, 2025
No. of
shares
At the beginning of the period/year
-
-
Granted
-
541,748
Exercised
-
(
541,748
)
At the end of the period/year
-
-
Exercisable at end of
year
-
-
21.
Subsequent events
Subsequent
to the end of the reporting period, a new subsidiary named Belive AI Create Pte. Limited was established on August 12, 2026. The principal
activity of Belive AI Create Pte. Limited is engaged as development of software and applications (except games and cybersecurity).
F-
17