8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

December 22, 2022

Commission File Number: 000-56421

ASIAFIN HOLDINGS CORP.

(Exact name of registrant issuer as specified in its charter)

Nevada	37-1950147
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Suite 30.02, 30th Floor, Menara KH (Promet),

Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia

(Address of principal executive offices, including zip code)

Registrant’s phone number, including area code +603 21487170

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered under Section 12(g) of the Exchange Act: Common Stock 

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $0.0001 par value	ASFH	OTC Markets – Pink Sheets

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement

The information contained in Item 2.01 below relating to the Acquisition Agreement (“the “Agreement”) described therein is incorporated herein by reference.

Item 2.01 Completion of an Acquisition or Disposition of Assets.

On December 22, 2022, AsiaFIN Holdings Corp. (“we”, “us” or the “Company”, “AsiaFIN”), executed an Acquisition Agreement (“the “Agreement”) with StarFIN Holdings Limited. (“SFHL”), a private limited company organized under the laws of British Virgin Islands, and the shareholders of SFHL. Pursuant to the Agreement, we purchased 10,000 shares of SFHL (the “SFHL Shares”), representing all of the issued and outstanding shares of common stock of SFHL. As consideration, we agreed to issue to the shareholders of SFHL 8,232,038 shares of our common stock, at a value of $1.10 per share, for an aggregate value of $9,055,242. We consummated the acquisition of SFHL on February 23, 2023. It is our understanding that the shareholders of SFHL are not U.S. Persons within the meaning of Regulations S. Accordingly, the Shares are being sold pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933. The foregoing description of the Agreement is qualified in its entirety by reference to such agreement which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.

SFHL is an investment holding company based in British Virgin Islands (BVI). It offers a range of system solutions services naming from Payment Processing, Robotic Process Automation (RPA), and Regulatory Technology (RegTech) services through its wholly owned subsidiaries, which are StarFIN Asia Sdn Bhd., OrangeFIN Asia Sdn. Bhd., OrangeFIN Academy Sdn. Bhd., Insite MY Innovations Sdn. Bhd., and Insite MY Systems Sdn. Bhd. As a result of our acquisition of SFHL, we believe it will create competitive advantage and business synergies mutually for AsiaFIN and SFHL.

Wong Kai Cheong, our Chief Executive Officer, President, Director, Secretary and Treasurer is also the director of SFHL. Wong Kai Cheong holds 29.94% of our issued and outstanding securities and 57.10% of the issued and outstanding securities of SFHL. Hoo Swee Ping, the director of SFHL, holds 10.91% of our issued and outstanding securities and 40.22% of the issued and outstanding securities of SFHL. Cham Hui Yin, our Finance Manager, holds 0.48% of the issued and outstanding securities of SFHL. Upon the consummation of the Acquisition, Wong Kai Cheong, Hoo Swee Ping and Cham Hui Yin received 8,051,511 shares of our restricted common stock collectively.

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CORPORATE HISTORY

AsiaFIN Holdings Corp., (the “Company”) was incorporated in Nevada on June 14, 2019. Our principal executive office is currently located at Suite 30.02, 30th Floor, Menara KH (Promet), Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia. Our principal telephone number at such location is +603 21487170. Our website is at: https://asiafingroup.com and information contained on our web site is not part of this Current Report on Form 8-K or our other filings with the Securities and Exchange Commission (“SEC”).

Initially, the Company, through its subsidiaries is in the business of providing market research studies and consulting services to its client, which are primarily in the payment solution industry. On December 22, 2022, we have acquired StarFIN Holdings Limited. (“SFHL”), a private limited company organized under the laws of British Virgin Islands.

As a result of our acquisition of SFHL, we have broadened our service offerings in the technology industry such as providing payment processing solution, software solution on regulatory and financial reporting (RegTech), and Robotic Process Automation software solution across Asia.

Acquisition of SFHL

Upon our acquisition of SFHL, our corporate structure is below:

DESCRIPTION OF OUR BUSINESS

Overview

We offer a range of system solutions in Payment Processing, Robotic Process Automation (RPA), and Regulatory Technology (RegTech) to financial institutions, regulatory agencies, professional service providers and private enterprises from various industries, with existing client in the Asia region. SFHL has over 60 key bank customers on payment processing and our Robotic Process Automation solution company has more than 100 customers in Asia.

Payment Processing

We have our own web-based payment processing system for check clearing used in central banks, financial institutions and payment system providers. This image-based check truncation system (CTS) is similar to the one used in the United States of America, under the CHECK21 standards. Our CTS systems are sold in Malaysia, Singapore, Indonesia, Philippines, Myanmar, Thailand, Pakistan and Bangladesh.

We also have a ISO20022 compliant payment gateway solutions for central bank and financial institutions that is capable of supporting the Straight Through Processing (STP) of all types of payment transactions (including SWIFT, Real-Time Gross Settlement (RTGS), GIRO (NACHA standards) and FAST payment and extendable to interface with various types of payment gateways. Our STP payment gateway are sold in Malaysia, Myanmar and Indonesia.

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RegTech

We have a regulatory and financial reporting (RegTech) system which conform to XBRL reporting standards and other compliance reporting required by Regulatory agencies such as Central Bank, Securities Commission, Tax Authority Department and Companies Registry. Our reporting platform covers financial statistic reporting, credit risk exposure and analysis, risk management reports, FATCA & CRS reporting, external sector reporting, Goods and Services Tax (GST) reporting for reporting entities. We have more than 20 financial institutions using our platform.

Robotic Process Automation

We have our own Artificial Intelligent (AI) based, Robotic Process Automation Software (RPA) solutions for financial institutions, large corporations and small medium enterprises. RPA utilises software Robots for the automation of mundane, labour intensive, manual computer operations. Robots are utilized for the processes where it helps to reduce operational costs and also costs arising from human error. Our system automate the capturing of customer information from identity cards, passports and other identification peripherals. Our solution automatically extract data from customers’ identity card, passport, etc. and immediately fill-in the forms, eliminating the friction and errors caused by manual input, through Intelligent Character Recognition technology and other AI based technologies. Information extracted from an official identification document will then be checked against existing financial institutions database for regulatory screening in Internal Blacklist Check, Anti Money Laundering, Credit Scoring Check, FATCA, Common Reporting Standard (CRS) and ESG reporting, etc.

Industry Overview

Payment Market

Southeast Asia’s booming digital payment market is expected to hit $2 trillion by transaction value in 2030, ballooning threefold over a decade earlier, as more fintech and digital banks emerge from the best-funded segment in the region, according to a new Google-led study. According to BlueWeave consulting firm, it expects the market size to grow at a robust CAGR of 21.1% during the forecast period (2022–2028) recording a value of $67.42 billion by 2028. ²

The growth in digital payments parallels the continued growth of internet users in Southeast Asia, who are expected to number 460 million this year. After years of acceleration, however, the report said digital adoption is “normalizing,” with new users expected to total 20 million in 2022, about half as many as were added in 2020 and 2021.³

The rise of e-commerce and the O2O market has created many scenarios for people to adopt mobile payments in recent years. According to WorldPay, digital/mobile wallet is expected to occupy 60.2% of e-commerce payments by 2024 in the Asia-Pacific region, followed by credit card (16.1%)⁴

Robotic Process Automation

Robotic Process Automation (RPA) also called “intelligent automation” or “smart automation” refers to advanced technologies that can be programmed to perform a series of tasks, like data manipulation, triggering responses, and creating necessary communication with other processes and systems. RPA is similar to traditional IT automation but the major difference between these technologies is that RPA is, itself, capable of learning and is adaptive to changing circumstances, while a traditional IT automation system is not.⁵ The Global Robotic Process Automation Market (RPA) Size accounted for $1.89 billion in 2021 and is projected to expand at a compound annual growth rate (CAGR) of 38.2% from 2022 to 2030.⁶

The Asia-Pacific region has the fastest-growing Robotic Process Automation market share, with significant growth being observed in countries such as China, India, and Australia. The increasing adoption of RPA by the manufacturing and business process outsourcing (BPO) sectors in the Asia-Pacific region is driving the growth of the RPA market in this region.⁷ The Asia-Pacific robotic process automation in information technology market is expected to develop with a CAGR of 25.95%, during the forecast years of 2021 to 2028.⁸

Regulatory Technology

Regulatory Technology (RegTech) is the management of regulatory processes within the financial industry via technology, including regulatory monitoring, reporting and compliance. In recent years, there has been a strong regulatory focus on financial crime. The key drivers of RegTech adoption consist of compliance, cost and complexity. The ability of RegTech using technologies such as advanced analytics, robotic process automation and cognitive computing offer new efficiencies in compliance, which offers a lower cost.⁹

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As the global RegTech market is projected to grow at a rate of over 20% per year to $16 billion by 2025, up from $6.3 billion in 2020, the APAC region is expected to have the highest growth rate¹⁰, growing at CAGR of 17.0% during the forecast period. Rising need for regulatory compliance, increasing penetration of advanced technologies such Artificial intelligence (AI), Machine Learning (ML), and cloud computing across the region, and implementation of these solution in fintech industries are some of the major driving factors for the regulatory technology market in Asia-Pacific.¹¹

ASEAN’s digital payment market to reach US 2 trillion in 2030: study: https://kr-asia.com/aseans-digital-payment-market-to-reach-us-2-trillion-in-2030-study

Asia-Pacific Digital Payments Market Set to More than Triple Its Size Crossing USD 67 Billion by 2028 | BlueWeave Consulting: https://www.globenewswire.com/news-release/2022/09/14/2516190/0/en/Asia-Pacific-Digital-Payments-Market-Set-to-More-than-Triple-Its-Size-Crossing-USD-67-Billion-by-2028-BlueWeave-Consulting.html

ASEAN’s digital payment market to reach US 2 trillion in 2030: study: https://kr-asia.com/aseans-digital-payment-market-to-reach-us-2-trillion-in-2030-study

ASIA-PACIFIC PAYMENTS MARKET – GROWTH, TRENDS, COVID-19 IMPACT, AND FORECASTS (2023 – 2028): https://www.mordorintelligence.com/industry-reports/asia-pacific-payments-market

Robotic process automation market- growth, trends, and forecast (2019 - 2024) -https://www.mordorintelligence.com/industry-reports/robotic-process-automation-market

Robotic Process Automation Market Size, Share & Trends Analysis Report By Type, By Service, By Application, By Deployment, By Organization, By Region, And Segment Forecasts, 2022 – 2030 : https://www.grandviewresearch.com/industry-analysis/robotic-process-automation-rpa-market

Robotic Process Automation Market Size Growing at 35.9% CAGR Set to Reach USD 25.1 Billion By 2030 : https://www.globenewswire.com/news-release/2023/02/14/2608219/0/en/Robotic-Process-Automation-Market-Size-Growing-at-35-9-CAGR-Set-to-Reach-USD-25-1-Billion-By-2030.html

ASIA-PACIFIC ROBOTIC PROCESS AUTOMATION IN INFORMATION TECHNOLOGY MARKET FORECAST 2021-2028 : https://inkwoodresearch.com/reports/asia-pacific-robotic-process-automation-in-information-technology-market/

There’s a revolution coming: Embraving the challenge of the new RegTech era - https://assets.kpmg/content/dam/kpmg/cn/pdf/en/2019/06/embracing-the-challenge-of-the-new-regtech-era.pdf

Asia’s regtech leaders: https://thepaypers.com/expert-opinion/asias-regtech-leaders—1257839

Asia-Pacific Regulatory Technology Market 2020-2026 : https://www.researchandmarkets.com/reports/5331944/asia-pacific-regulatory-technology-market-2020

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Key Customers

As of December 31, 2021, there were no customer who accounted for 10% or more of the Company’s revenues.

As of December 31, 2022, there were 1 customer who accounted for 10% or more of the Company’s revenues:

	Revenues (US$)		Percentages of Revenues			Accounts Receivable (US$)
Hong Leong Bank Bhd.		310,318		10.87	%		127,943
Total:		310,318		10.87	%		127,943

Key Suppliers

As of December 31, 2021, there were 2 suppliers who accounted for 10% or more of the Company’s purchases:

	Purchases (US$)		Percentages of Purchases			Accounts Payables (US$)
Insite MY International, Inc. 1		70,446		27.86	%		21,445
DTS Semangat Sdn. Bhd.		50,768		20.08	%		1,792
Total:		121,214		47.94	%		23,237

As of December 31, 2022, there were 2 suppliers who accounted for 10% or more of the Company’s purchases:

	Purchases (US$)		Percentages of Purchases			Accounts Payables (US$)
Insite MY International, Inc. 1		97,862		46.63	%		20,293
DTS Semangat Sdn. Bhd.		47,542		21.65	%		1,199
Total:		145,404		69.29	%		21,492

¹ Our Chief Executive Officer, Mr Wong Kai Cheong is a 77.51% shareholder of Insite MY International, Inc. and is a 32.68% shareholder of AsiaFIN Holdings Corp.. Our shareholder, Mr Hoo Swee Ping is a 22.49% shareholder of Insite MY International, Inc. and is a 13.87% shareholder of AsiaFIN Holdings Corp..

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Intellectual Property

We summarize the following intellectual properties ownership relating to the Company after this acquisition:

Domain Name

	Companies	Types	Domain Name
1	AsiaFIN Holdings Corp.	Domain Name	asiafingroup.com
			asiafinholdings.com
			asiafin.com.my
			asiafin.my
2	OrangeFIN Asia Sdn. Bhd.	Domain Name	orangefinasia.com
			orangefinasia.com.my
			orangefin.com.my
			orangefin.net
			orangefinasia.net
3	OrangeFIN Academy Sdn. Bhd.	Domain Name	insitemy.com
			insite.my
			insitemy.com.my
			insitemm.com

Trademark/ Pending Trademark Filing

Trademark Image	Trademark Classes	Description	Trademark No./ Application No.	Application Date	Application Status
	Class 9 ,42	Company Logo	TM2022017106	07/07/2022	Pending Application
	Class 42	Company Logo	TM2021010134	08/04/2021	Registered
	Class 36	Product Logo	TM2021005725	04/03/2021	Pending Application
	Class 36	Product Logo	TM2021005728	04/03/2021	Pending Application
	Class 36	Product Logo	TM2021005724	04/03/2021	Pending Application
	Class 9	Company Logo	TM2021010133	08/04/2021	Pending Application
	Class 9	Product Logo	TM2021010132	08/04/2021	Pending Application
	Class 9 & 42	Company Logo	TM2022017104	07/07/2022	Pending Application

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Employees

As of December 31, 2022, we have the following full-time employees:

Management	5
Analyst Programmer	57
Project Manager	15
Sales and Marketing	9
Administration, Human Resources and Finance	11
Total	97

All of our employees are located in Malaysia. We believe that we maintain good relationships with our employees and have not experienced any strikes or shutdowns and have not been involved in any labor disputes.

PROPERTIES

Our principal executive office located at Suite 30.02, 30th Floor, Menara KH (Promet), Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia. We rent the office space from our Chief Executive Officer, Wong Kai Cheong with a monthly rental of approximately RM16,073 (approximately $3,653) per month. We believe this location is adequate for our current operations and needs.

In addition, we have three physical office space we rent with details at below.

Location	Tenant	Monthly Payment	Use
Suite 30.01, 30th Floor, Menara KH (Promet), Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia.	Insite MY Innovations Sdn. Bhd.	RM10,358 (approximately $2,354)	For company business use
Unit 17-11, Tower A, Vertical Business Suite, Bangsar South, 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia.	Insite MY Innovations Sdn. Bhd.	RM4,000 (approximately $909)	For company business use
Unit 17-12, Tower A, Vertical Business Suite, Bangsar South, 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia.	OrangeFIN Asia Sdn. Bhd.	RM3,000 (approximately $682)	For company business use

We also own the following properties.

Location	Owner	Use
A2-17-1, St Mary Residences, Tower A, Jalan Tengah, 50250 Kuala Lumpur, Malaysia	Insite MY Systems Sdn. Bhd.	Investment for rental and capital gains

St Mary Residences Real Estate at Kuala Lumpur

In December 2021, we acquired our real estate parcels located at St Mary Residences in Kuala Lumpur Malaysia at an aggregate purchase price of RM1,850,000 (approximately $420,168). The property was delivered to us vacant on March 15, 2022.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

As of March 03, 2023, the Company has 81,551,838 shares of common stock issued and outstanding, which number of issued and outstanding shares of common stock have been used throughout this report.

The following table sets forth, as of March 03, 2023, certain information with regard to the record and beneficial ownership of the Company’s common stock by (i) each person known to the Company to be the record or beneficial owner of more than 5% of the Company’s common stock, (ii) each director of the Company, (iii) each of the named executive officers, and (iv) all executive officers and directors of the Company as a group:

Name and Address of Beneficial Owner	Shares of Common Stock Beneficially Owned		Common Stock Voting Percentage Beneficially Owned			Total Voting Percentage Beneficially Owned
Executive Officers and Directors
Wong Kai Cheong, Chief Executive Officer, President, Secretary, Treasurer and Director (Principal Executive Officer)		26,650,929		32.68	%		32.68	%
Seah Kok Wah1, Director		21,850,000		26.79	%		26.79	%
Cham Hui Yin, Finance Manager (Principal Financial Officer and Principal Accounting Officer)		39,713		0.05	%		0.05	%
All of executive officers and director as a group		48,540,642		59.52	%		59.52	%
5% or greater shareholders (excluding officers/directors)
Hoo Swee Ping		11,310,869		13.87	%		13.87	%
SEATech Ventures Corp.2		10,000,000		12.26	%		12.26	%
AsiaFIN Talent Sdn. Bhd.3		4,984,500		6.11	%		6.11	%

¹ Dr Seah Kok Wah owns and controls 95% of the issued and outstanding shares of See Unicorn Ventures Sdn. Bhd.. The values within the row above under the subsection titled, “Executive Officers and Directors,” for Dr. Seah, are computed accounting for Dr. Seah’s indirect ownership in the Company via his control of “See Unicorn Ventures Sdn. Bhd.” This row does not, however, account for his ownership in the Company via his ownership stake of approximately 21.70% in SEATech Ventures Corp.

² Dr Seah Kok Wah owns and controls approximately 21.70% of the issued and outstanding shares of SEATech Ventures Corp.

³ Mr. Kang Kok Seng Michael and Mr. Ng Kai Thim are the controlling shareholders of AsiaFIN Talent Sdn. Bhd..

(1) Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Beneficial ownership also includes shares of stock subject to options and warrants currently exercisable or exercisable within 60 days of the date of this table. In determining the percent of common stock owned by a person or entity as of the date of this Report, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities, and (b) the denominator is the sum of (i) the total shares of common stock outstanding on as of the date of this Annual Report (81,551,838 shares), and (ii) the total number of shares that the beneficial owner may acquire upon exercise of the derivative securities. Unless otherwise stated, each beneficial owner has sole power to vote and dispose of its shares.

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Item 3.02. Unregistered Sale of Equity Securities

The disclosure provided under Item 2.01 above is hereby incorporated by reference.

Item 9.01. Financial Statements and Exhibits

(a) Consolidated Financial Statements of Business Acquired

The audited consolidated financial statements of StarFIN Holdings Limited. Required to be filed pursuant to Item 9.01(a) is incorporated herein by reference to Exhibit 99.1.

(b) Pro Forma Financial Information

The unaudited pro forma financial information required by Item 9.01(b) of Form 8-K is incorporated herein by reference to Exhibit 99.2.

(c) Exhibits

Exhibit Number	Description
3.1	Certificate of Incorporation (1)
3.2	Bylaws (1)
10.1	Acquisition Agreement in respect of approximately 100% of the issued share capital of StarFIN Holdings Limited., dated December 22, 2022
99.1	StarFIN Holdings Limited Consolidated Financial Statements Years Ended December 31, 2022 and 2021 and Report of Independent Registered Public Accounting Firm
99.2	AsiaFIN Holdings Corp. Unaudited Pro Forma Financial Statements
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

	ASIAFIN HOLDINGS CORP.
Date: March 3, 2023	By:	/s/ Wong Kai Cheong
		Wong Kai Cheong
	Title:	Chief Executive Officer President, Director, Secretary and Treasurer (Principal Executive Officer)
Date: March 3, 2023	By:	/s/ Cham Hui Yin
		Cham Hui Yin
	Title:	Finance Manager (Principal Financial Officer and Principal Accounting Officer)
Date: March 3, 2023	By:	/s/ Seah Kok Wah
		Seah Kok Wah
	Title:	Director

EX-10.1

Exhibit 10.1

ACQUISITION AGREEMENT

DATED AS OF December 22, 2022

BY AND BETWEEN

AsiaFIN Holdings Corp.

AND

Name	Representing Share
Wong Kai Cheong (NRIC: 620613-10-5479)	57.10%
Hoo Swee Ping (NRIC: 680531-01-5351)	40.22%
Ang Teck Kong (NRIC: 601220-10-6581)	1.32%
Ng Kai Thim (NRIC: 770910-08-7477)	0.88%
Cham Hui Yin (NRIC: 790727-07-5310)	0.48%

Representing the 100% Shareholders of StarFIN Holdings Limited Respectively

THIS ACQUISITION AGREEMENT (“Agreement”) is entered into as of December 22, 2022 by and between AsiaFIN Holdings Corp., a company incorporated in Nevada, of Suite 30.02, 30th Floor, Menara KH (Promet), Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia (“AsiaFIN”), and StarFIN Holdings Limited, a company incorporated in British Virgin Islands with the business address at OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands (“StarFIN”). AsiaFIN and StarFIN are referred to herein individually as a “Party” and collectively as the “Parties.”

A.	AsiaFIN was incorporated in Nevada. AsiaFIN is providing market research studies and consulting services pertaining to system solutions and integration of unattended payment kiosks and payment processing.
B.	StarFIN is an investment holding company based in British Virgin Islands (BVI). It offers a range of services naming from Payment Process, Robotic Process Automation (RPA), and Regulatory Technology (REGTECH) services through its wholly-owned subsidiaries, described fully in Exhibit A.
C.	StarFIN is collectively owned by Wong Kai Cheong, with shareholding of 57.10% in StarFIN, Hoo Swee Ping, with shareholding of 40.22% in StarFIN, Ang Teck Kong, with shareholding of 1.32%, Ng Kai Thim, with shareholding of 0.88% and Cham Hui Yin, with shareholding of 0.48% and are collectively referred herein as “Sellers”. And Sellers hereby agreed to sell 100% (one hundred percent) of the total shareholding in StarFIN to AsiaFIN.
D.	AsiaFIN hereby agreed to purchase from the Seller, 100% of the shareholding interest in StarFIN for a consideration as indicated in Clause 2.1.
E.	The Sale and Purchase will create competitive advantage and business synergies mutually for AsiaFIN and StarFIN.

NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, the Parties agree as follows:

ARTICLE 1

SALE AND PURCHASE OF THE ACQUIRED ENTITY

1.1. Basic Transaction. On the terms and subject to the conditions of this Agreement:

(a)	The Seller hereby agreed to sell 100% of the shareholding in StarFIN to AsiaFIN for a consideration as stated in 2.1. below;
(b)	AsiaFIN hereby agreed to purchase from the Seller, a total of 100% of the shareholding in StarFIN for a consideration as stated in 2.1. below;

1.2	Business Value. Both the Seller and AsiaFIN hereby agreed the business value of StarFIN to be US$9,055,242 (“Business Value”). The Business Value includes, comprises, covers all the customers, fixed assets, cash and cash equivalents, liabilities of StarFIN as at the date of December 22, 2022. The Seller will produce and provide a set of financial statements as at December 31, 2021 for the purposes of this Agreement and establishment of the Business Value. The Business Value is arrived at and assumed that StarFIN is a going concern entity and the Seller hereby confirmed that StarFIN is a going concern entity.
1.3	Consideration. The Seller agreed to sell and AsiaFIN agreed to purchase 100% of the shares in StarFIN for a consideration of US$9,055,242 (“Consideration”). Both the Seller and AsiaFIN agreed that the Consideration will be settled at stated in 2.1 below.
1.4	Consideration Settlement. Both the Seller and AsiaFIN hereby agreed that the Consideration of US$9,055,242 will be settled with the issuance of 8,232,038 common shares of AsiaFIN Holdings Corp. (OTCPK: ASFH) valued at a share price of US$1.10 per share, and such common shares shall be restricted under Rule 144 of the SEC Act. The common shares of AsiaFIN shall be issued to the Seller as indicated in Exhibit B.

ARTICLE 2

CLOSING

2.1	The consummation of the transfer by the Seller, 100% of the shares in StarFIN to AsiaFIN, and the acquisition by AsiaFIN from the Seller, the 100% of the shares in StarFIN and its assets by the payment of 8,232,038 new common shares of AsiaFIN shall occur on or before December 31, 2022 (the “Closing Date”). Immediately at the Closing Date, AsiaFIN shall deliver, or cause to be delivered, to StarFIN, a board resolution confirming the issuance of 8,232,038 Common Shares of AsiaFIN that are being sold, assigned, and conveyed to the shareholder of StarFIN, such board resolution shall be duly executed, endorsed and/or authenticated for delivery to StarFIN.
2.2	Immediately after the Closing, AsiaFIN shall deliver to the Seller, share certificate(s)/ book entry statement representing 8,232,038 shares issued in the names as shown in Exhibit B. It is understood that the share certificate(s)/ book entry statement so delivered will display the required restrictive legend pursuant to Rule 144 of the United States Securities and Exchange Act.
2.3	On or before December 31, 2022, the Seller shall deliver, for transmittal to AsiaFIN, duly authorized, properly and fully executed documents in English, evidencing and confirming the sale of 100% of the shares of StarFIN and its assets specifically detailing the assets and an asset valuation by a third-party valuator.

ARTICLE 3

EXECUTION

3.1	AsiaFIN shall execute and deliver to the Seller, on the Closing Date, any and all such other documents and instruments, and take or cause to be taken any and all such other and further actions that may be necessary, appropriate or advisable in order to vest fully, and to confirm the purchase and sale, the title to and possession of the common shares of AsiaFIN.
3.2	The Seller shall execute and deliver to AsiaFIN, on the Closing Date, any and all such other documents and instruments, and take or cause to be taken any and all such other and further actions that may be necessary, appropriate or advisable in order to vest fully, and to confirm the purchase and sale, the title to and possession of 100% of the shares of StarFIN and all of the assets of StarFIN.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF ASIAFIN

AsiaFIN hereby represents and warrants to the Seller as follows (it is being acknowledged that the Seller is entering into this Agreement in material reliance upon each of the following representations and warranties, and that the truth and accuracy of each of which constitutes a condition precedent to the obligations of AsiaFIN hereunder):

4.1	Authorization. AsiaFIN, represented by Mr. Seah Kok Wah and Mr. Wong Kai Cheong, both being the Director of AsiaFIN has full power, legal capacity and authority to enter into this Agreement and to consummate the transaction herein contemplated, and to perform all obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of AsiaFIN, and this Agreement is enforceable with respect to the Seller in accordance with its terms. Neither the execution and delivery of this Agreement, nor the compliance with any of the provisions hereof, will (a) conflict with or result in a breach of, violation of or default under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, lease, credit agreement or other agreement, document, instrument or obligation to which AsiaFIN is a party or by which AsiaFIN or any of its assets or properties may be bound or (b) violate any judgment, order, injunction, decree, statute, rule or regulation applicable to AsiaFIN or the assets or properties of AsiaFIN.
4.2	Legality of Shares. To the best of AsiaFIN’s knowledge, the common shares of AsiaFIN, when delivered as provided in this Agreement, will be validly issued, fully paid and nonassessable. The common shares of AsiaFIN, upon sale, assignment, transfer and conveyance thereof, will not be subject to the preemptive right of any shareholder or any other person. Upon delivery of and payment for the common shares of AsiaFIN as set forth in this Agreement, the Seller will receive title to the common shares of AsiaFIN thereto, free and clear of all liens, encumbrances, charges and claims whatsoever.
4.3	Compliance with Securities Laws.

(a)	No formal or informal investigation or examination by the Securities and Exchange Commission (the “Commission”) or by the securities administrator of any state is pending or threatened against AsiaFIN.
(b)	Neither AsiaFIN, nor any of its directors or officers, have been convicted of any felony or misdemeanor in connection with the sale or purchase of any security or involving the making of any false filing with the Commission.
(c)	AsiaFIN is not subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminary or permanently restraining or enjoining such person from engaging in or continuing any conduct or practice in connection with the sale or purchase of any security or involving the making of any false filing with the Commission.

4.4 No undisclosed Issues or Liabilities. AsiaFIN warrants that to the best of its knowledge there are no, issues that might tend to cause damage to AsiaFIN or its shareholders, or state or federal regulatory problems of any description.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF THE SELLER

5.1 Authorization. The Seller has full power, legal capacity and authority to enter into this Agreement, to execute all attendant documents and instruments necessary to consummate the transaction herein contemplated, to purchase and acquire the common shares of AsiaFIN from AsiaFIN and to perform all obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of the Seller and this Agreement is enforceable with respect to the Seller, in accordance with its terms.

5.2	Information Regarding this Agreement and the Company. The Seller has obtained such information regarding the financial position and prospects of AsiaFIN, as the Seller considers necessary or appropriate for the purpose of purchasing and acquiring the common shares of AsiaFIN from AsiaFIN pursuant to this Agreement.
5.3	Compliance with Securities Laws.

(a)	No formal or informal investigation or examination by the Commission or by the securities administrator or legal authority of any state or jurisdiction within or outside of the United States, Malaysia, or the British Virgin Islands, is pending or threatened against the Seller, or the assets of the Seller.
(b)	Neither StarFIN nor its officers or owners have been convicted of any felony or misdemeanor in connection with the sale or purchase of any security or involving the making of any false filing with in any jurisdiction.
(c)	The Seller is not subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminary or permanently restraining or enjoining them from engaging in or continuing any conduct or practice in connection with the sale or purchase of any security or involving the making of any false filing with in any jurisdiction.

5.4 Disclosure of Transference of Control

(a)	The Seller understands and accepts that certain legal and regulatory filings and disclosures will be required in order to properly and legally execute the transfer of control of the shares and assets. Such filings and disclosures include, but are not limited to the filing of a Schedule 14C Information Statement pursuant to Section 14(c) of the Securities Exchange Act of 1934 or a Form 8-K with the United States Securities and Exchange Commission.
(b)	One or more filings of the Initial statement of beneficial ownership of securities on Schedule 13D or other similar ownership forms.
(c)	The Seller will assist fully in the preparation and filing of all such required filings in order to fully insure that all required filings are executed and filed properly and in a timely manner.
(d)	The Seller will provide a detailed list of the individuals or entities (the “New Shareholder”), as indicated in Exhibit B, designated to receive common shares of AsiaFIN pursuant to issuance of the 8,232,038 common shares of AsiaFIN specified in this Agreement.
(e)	The above noted detailed list of the New Shareholder shall include the full legal name of the individual or entity receiving common shares of AsiaFIN, the full address and citizenship or corporate jurisdiction of each New Shareholder (Attached hereto as Exhibit B).

5.5	The Seller warrants that they shall deliver to AsiaFIN all of rights, titles and interests in 100% of the shares of StarFIN, and the assets and all attendant or related assets, including, but not limited to: proprietary intellectual property, maps, documents, deeds, files, titles, patents, know-how and good-will, together with any other item, assets, products, files, records, documents, signatures, interests or rights pertaining to or relating to the Assets in keeping with the intentions and the spirit of this Agreement.
5.6	The Seller warrants that all translations in English of all documents, as required by the US Securities Act shall be accurate legal translations and that any discrepancy between the original documentation and the English translation, the English translation shall take precedence.
5.7	The Seller warrants and confirms that immediately upon closing it will, undertake a full and up-to-date audit of the financial position of StarFIN, which audit will be conducted by an auditor qualified by the Public Company Accounting Oversight Board (P.C.A.O.B.).

ARTICLE 6

MISCELLANEOUS PROVISIONS

6.1	Parties in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties hereto, and the heirs and personal representatives of each of them, but shall not confer, expressly or by implication, any rights or remedies upon any other party.
6.2	Confidentiality. The Parties agree that the terms and conditions of this agreement shall be kept strictly confidential and shall not reveal or divulge to any third party or entities other than for regulatory filings or tax purposes and/or pursuant to a court order. The parties further agree that any dissemination of this agreement shall not be made without prior written consent of the other party.
6.3	Governing Law. This Agreement is made and shall be governed in all respects, including validity, interpretation and effect, by the laws of Hong Kong, S.A.R.
6.4	Shares to Be Held In Escrow. The Parties agree that all shares issued, pursuant to the terms and conditions of this agreement, shall be issued as soon as practicable following the signing of this agreement, but all shares so issued SHALL BE HELD IN ESCROW and shall be deemed to be in the full control of the issuing party until the Closing.
6.5	Notices. All notices, requests or demands and other communications hereunder must be in writing and shall be deemed to have been duly made if personally delivered or mailed, postage prepaid, to the parties as follows:

(a) If to AsiaFIN, to:	AsiaFIN Holdings Corp.
	Suite 30.02, 30th Floor, Menara KH (Promet),
	Jalan Sultan Ismail,
	50250 Kuala Lumpur, Malaysia
(b) If to the SELLER, to:	StarFIN Holdings Limited
	OMC Chambers, Wickhams Cay 1,
	Road Town, Tortola, British Virgin Islands

Either party hereto may change his address by written notice to the other party given in accordance with this Section 6.5.

6.6	Entire Agreement. This Agreement contains the entire agreement between the Parties and supersedes all prior agreements, understandings and writings between the Parties with respect to the subject matter hereof. Each party hereto acknowledges that no representations, inducements, promises or agreements, verbal or otherwise, have been made by either party, or anyone acting with authority on behalf of either party, which are not embodied herein, and that no other agreement, statement or promise may be relied upon or shall be valid or binding. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated verbally. This Agreement may be amended or any term hereof may be changed, waived, discharged or terminated by an agreement in writing signed by each of the parties hereto.
6.7	Captions and Headings. The article and section headings throughout this Agreement are for convenience and reference only, and shall in no way be deemed to define, limit or add to the meaning of any provision of this Agreement.
6.8	Attorneys’ Fees. In the event of any litigation between the parties hereto, the non-prevailing party shall pay the reasonable expenses, including the attorneys’ fees, of the prevailing party in connection therewith.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

AsiaFIN Holdings Corp
By:	/s/ Seah Kok Wah
	Designated Signing Authority
	Seah Kok Wah
	Director
By:	/s/ Wong Kai Cheong
	Designated Signing Authority
	Wong Kai Cheong
	Director
SELLER:
By:	/s/ Wong Kai Cheong
	Wong Kai Cheong
	57.10% shareholder of StarFIN Holdings Limited
By:	/s/ Hoo Swee Ping
	Hoo Swee Ping
	40.22% shareholder of StarFIN Holdings Limited
By:	/s/ Ang Teck Kong
	Ang Teck Kong
	1.32% shareholder of StarFIN Holdings Limited
By:	/s/ Ng Kai Thim
	Ng Kai Thim
	0.88% shareholder of StarFIN Holdings Limited
By:	/s/ Cham Hui Yin
	Cham Hui Yin
	0.48% shareholder of StarFIN Holdings Limited

EXHIBIT A

List of Assets of StarFIN Holdings Limited

1) StarFIN Holdings Limited. is a holding company incorporated in BVI, holding full equity interest in StarFIN Asia Sdn Bhd., OrangeFIN Asia Sdn. Bhd., OrangeFIN Academy Sdn. Bhd., Insite MY Innovations Sdn. Bhd., and Insite MY Systems Sdn. Bhd.

StarFIN Holdings Limited
By:	/s/ Wong Kai Cheong
	Designated Signing Authority
	Wong Kai Cheong
	Director

StarFIN Holdings Limited
By:	/s/ Hoo Swee Ping
	Designated Signing Authority
	Hoo Swee Ping
	Director

EXHIBIT B

List of Amount of StarFIN Holdings Limited’s Shares to be Acquired & Entitled Amount of AsiaFIN Holdings Corp’s Common Share for each SELLERS

SELLERS	StarFIN Holdings Limited’s Shares to be Acquired by AsiaFIN Holdings Corp		Number of Entitled AsiaFIN Holdings Corp’s Common Shares
Wong Kai Cheong (NRIC: 620613-10-5479)		5,710		4,700,929
Hoo Swee Ping (NRIC: 680531-01-5351)		4,022		3,310,869
Ang Teck Kong (NRIC: 601220-10-6581)		132		108,315
Ng Kai Thim (NRIC: 770910-08-7477)		88		72,212
Cham Hui Yin (NRIC: 790727-07-5310)		48		39,713

AsiaFIN Holdings Corp.:
By:	/s/ Seah Kok Wah
	Designated Signing Authority
	Seah Kok Wah
	Director
By:	/s/ Wong Kai Cheong
	Designated Signing Authority
	Wong Kai Cheong
	Director
SELLERS:
By:	/s/ Wong Kai Cheong
	Designated Signing Authority
	Wong Kai Cheong
	Director
By:	/s/ Hoo Swee Ping
	Designated Signing Authority
	Hoo Swee Ping
	Director

EX-99.1

Exhibit 99.1

Item 9.01 Financial Statements and Exhibits

(a) Financial statements of businesses or funds acquired

TABLE OF CONTENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID: 6732)	2
Consolidated Balance Sheets as of December 31, 2022 and 2021	3
Consolidated Statements of Operations and Comprehensive Loss for years ended December 31, 2022 and 2021	4
Consolidated Statements of Shareholders’ Equity for years ended December 31, 2022 and 2021	5
Consolidated Statements of Cash Flows for years ended December 31, 2022 and 2021	6
Notes to Consolidated Financial Statements for years ended December 31, 2022 and 2021	7 - 17

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XML

Cover	Dec. 22, 2022
Cover [Abstract]
Document Type	8-K/A
Amendment Flag	true
Amendment Description	Amendment No. 1
Document Period End Date	Dec. 22, 2022
Entity File Number	000-56421
Entity Registrant Name	ASIAFIN HOLDINGS CORP.
Entity Central Index Key	0001828748
Entity Tax Identification Number	37-1950147
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	Suite 30.02, 30th Floor
Entity Address, Address Line Two	Menara KH (Promet)
Entity Address, Address Line Three	Jalan Sultan Ismail
Entity Address, City or Town	Kuala Lumpur
Entity Address, Country	MY
Entity Address, Postal Zip Code	50250
City Area Code	603
Local Phone Number	21487170
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	ASFH
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false