Exhibit 99.2
SPRINGVIEW HOLDINGS LTD
INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
F-1
SPRINGVIEW HOLDINGS LTD
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| As of December 31, | As of June 30, | |||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| S$ (Audited) | S$ (Unaudited) | $ (Unaudited) | ||||||||||
| Assets | ||||||||||||
| Current assets | ||||||||||||
| Cash | ||||||||||||
| Accounts receivable, net | ||||||||||||
| Accounts receivable due from a related party | ||||||||||||
| Contract assets | ||||||||||||
| Loan receivable – third party | ||||||||||||
| Other assets – current | ||||||||||||
| Total current assets | ||||||||||||
| Non-current assets | ||||||||||||
| Property and equipment, net | ||||||||||||
| Right-of-use assets, net | ||||||||||||
| Contract assets - non-current | ||||||||||||
| Other assets – non-current | ||||||||||||
| Total non-current assets | ||||||||||||
| Total assets | ||||||||||||
| Liabilities and shareholders’ deficit | ||||||||||||
| Current liabilities | ||||||||||||
| Accounts payable | ||||||||||||
| Other payables and accruals | ||||||||||||
| Amount due to related parties | ||||||||||||
| Loans and borrowings – current | ||||||||||||
| Operating lease liabilities – current | ||||||||||||
| Finance lease liabilities – current | ||||||||||||
| Total current liabilities | ||||||||||||
| Non-current liabilities | ||||||||||||
| Deferred tax liabilities, net | ||||||||||||
| Loans and borrowings – non-current | ||||||||||||
| Operating lease liabilities – non-current | ||||||||||||
| Finance lease liabilities – non-current | ||||||||||||
| Total non-current liabilities | ||||||||||||
| Total liabilities | ||||||||||||
| Commitments and contingencies | ||||||||||||
| Shareholders’ equity | ||||||||||||
| *Class A Ordinary Shares, $ | ||||||||||||
| *Class B Ordinary Shares, $ | ||||||||||||
| Accumulated other comprehensive income (loss) | ( | ) | ( | ) | ||||||||
| Additional paid-in capital | ||||||||||||
| Accumulated deficit | ( | ) | ( | ) | ( | ) | ||||||
| Total shareholders’ equity | ||||||||||||
| Total liabilities and shareholders’ equity | ||||||||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-2
SPRINGVIEW HOLDINGS LTD
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS)
| For the six months ended June 30, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| S$ (Unaudited) | S$ (Unaudited) | $ (Unaudited) | ||||||||||
| Revenue | ||||||||||||
| Total revenue | ||||||||||||
| Cost of revenue | ( |
) | ( |
) | ( |
) | ||||||
| Total Cost of revenue | ( |
) | ( |
) | ( |
) | ||||||
| Gross profit | ||||||||||||
| Operating expenses | ||||||||||||
| General and administrative expenses | ( |
) | ( |
) | ( |
) | ||||||
| Total operating expenses | ( |
) | ( |
) | ( |
) | ||||||
| Income (loss) from operations | ( |
) | ( |
) | ||||||||
| Other income (expenses) | ||||||||||||
| Interest expenses, net | ( |
) | ( |
) | ( |
) | ||||||
| Other income | ||||||||||||
| Total other (expenses) income, net | ( |
) | ||||||||||
| Income (loss) before income taxes | ( |
) | ( |
) | ||||||||
| Income tax (expenses) benefit | ( |
) | ||||||||||
| Net income (loss) | ( |
) | ( |
) | ||||||||
| Other comprehensive income | ||||||||||||
| Foreign currency translation adjustments | ( |
) | ( |
) | ||||||||
| Total comprehensive income (loss) | ( |
) | ( |
) | ||||||||
| Weighted average number of outstanding ordinary shares | ||||||||||||
| *Basic and diluted | ||||||||||||
| Earnings (loss) per share | ||||||||||||
| Basic and diluted | ( |
) | ( |
) | ||||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-3
SPRINGVIEW
HOLDINGS LTD
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF
CHANGES IN SHAREHOLDERS’ EQUITY
| Class A
Ordinary shares | Class B
Ordinary shares | Additional paid-in | Retained | Total shareholders’ | ||||||||||||||||||||||||
| *Shares | Amount | *Shares | Amount | capital | earnings | equity | ||||||||||||||||||||||
| S$ | S$ | S$ | S$ | S$ | ||||||||||||||||||||||||
| Balance at January 1, 2024 | ||||||||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||
| Balance at June 30, 2024 (Unaudited) | ||||||||||||||||||||||||||||
| Balance at June 30, 2024 ($) (Unaudited) | ||||||||||||||||||||||||||||
| Class A Ordinary shares | Class B Ordiary shares | Additional paid-in | Accumulated other comprehensive | Accumulated | Total shareholders’ | |||||||||||||||||||||||||||
| *Shares | Amount | *Shares | Amount | capital | income/ (loss) | deficit | equity | |||||||||||||||||||||||||
| S$ | S$ | S$ | S$ | S$ | ||||||||||||||||||||||||||||
| Balance at January 1, 2025 | ( | ) | ||||||||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balance at June 30, 2025 (Unaudited) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balance at June 30, 2025 ($) (Unaudited) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-4
SPRINGVIEW HOLDINGS LTD
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the six months ended June 30, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| S$ (Unaudited) | S$ (Unaudited) | $ (Unaudited) | ||||||||||
| Cash flows from operating activities | ||||||||||||
| Net income/(loss) | ( | ) | ( | ) | ||||||||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||||||
| Depreciation of property and equipment | ||||||||||||
| Amortization of right-of-use assets | ||||||||||||
| Provision for doubtful accounts | ||||||||||||
| Deferred tax expenses (benefit) | ( | ) | ( | ) | ||||||||
| Changes in operating assets and liabilities | ||||||||||||
| Accounts receivable, net | ( | ) | ( | ) | ||||||||
| Contract assets | ( | ) | ||||||||||
| Accounts receivable due from a related party | ||||||||||||
| Other assets | ( | ) | ( | ) | ||||||||
| Accounts payable | ( | ) | ( | ) | ( | ) | ||||||
| Other payables and accruals | ( | ) | ( | ) | ( | ) | ||||||
| Contract liabilities | ||||||||||||
| Lease liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ( | ) | ||||||
| Cash flows from investing activities | ||||||||||||
| Proceeds from repayment of loans made to third party | ||||||||||||
| Net cash provided by investing activities | ||||||||||||
| Cash flows from financing activities | ||||||||||||
| Proceeds from related parties | ||||||||||||
| Payment for deferred offering costs | ( | ) | ||||||||||
| Repayment of amount due to related parties | ( | ) | ( | ) | ( | ) | ||||||
| Repayment of loans and borrowings | ( | ) | ( | ) | ( | ) | ||||||
| Payments for finance lease liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Net cash (used in)/provided by financing activities | ( | ) | ||||||||||
| Effect of foreign exchange on cash | ( | ) | ( | ) | ||||||||
| Net changes in cash | ( | ) | ( | ) | ( | ) | ||||||
| Cash at beginning of the period | ||||||||||||
| Cash at end of the period | ||||||||||||
| Supplement disclosures of cash flow information | ||||||||||||
| Interest paid | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-5
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2024 and 2025
Note 1 — NATURE OF BUSINESS AND ORGANIZATION
Springview Holdings Ltd (the “Company”
or “Springview (Cayman)”) is a holding company incorporated on
As at June 30, 2025, subsidiary of the Company includes the following entity:
| Entity | Date of incorporation | Place of incorporation | Ownership | Principal activities | ||||
| Springview (BVI) Ltd (Springview (BVI)) | ||||||||
| Springview Enterprises Pte. Ltd. (Springview (S)) |
Pursuant to a group reorganization (the “Reorganization”) to rationalize the structure of the Company and its subsidiary in preparation for the listing of the Company’s shares, the Company became the holding company on December 1, 2023. The Company and its subsidiary were under common control of the shareholders and their entire equity interests were also ultimately held by the shareholders immediately prior to the Reorganization, which have been accounted for as reorganization of entities under common control at carrying value. The unaudited condensed consolidated financial statements are prepared on the basis as if the reorganization became effective as of the beginning of the first period presented in the accompanying unaudited condensed consolidated financial statements of the Company.
Note 2 — LIQUIDITY
As
of December 31, 2024, and June 30, 2025, the Company’s cash balances amounted to approximately S$
In assessing the Company’s liquidity, the management believes that the Company’s current cash and working capital will be sufficient to support the Company’s continuous operations and meet the Company’s third parties’ payment obligations when liabilities fall due within the next 12 months from the date of issuance of the unaudited condensed consolidated financial statements.
The Company’s liquidity needs are primarily
driven by working capital requirements and operating expense obligations. To date, the Company have financed the Company’s operations
mainly through successful IPO in 2024. the Company have also started to seek additional financing from local banks and financial institutions
to fund the Company’s ongoing operations. As of December 31, 2024, and June 30, 2025, the Company’s outstanding loans and
borrowings amounted to S$
The Company believes that the Company’s current cash and loans from banks, and the net proceeds from the Company’s initial public offering will be sufficient to meet the Company’s working capital needs in the next 12 months from the date the unaudited condensed consolidated financial statements are issued. However, if the Company experience an adverse operating environment or incur unanticipated capital expenditures, or if the Company decide to accelerate growth beyond the Company’s initial expectations, then additional financing may be required. No assurance can be provided, however, that additional financing, if necessary, would be available at all or on favorable terms. Such financing may include the use of additional debt or the sale of additional equity securities. Any financing which involves the sale of securities or instruments that are convertible into equity securities could result in immediate and possibly significant dilution to the Company’s existing shareholders.
F-6
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 2 — LIQUIDITY (cont.)
Based on the management’s assessment of the future liquidity and performance of the Company, the Company believes that the current cash and cash flows generated from the Company’s future operating will be sufficient to meet the cash requirements to fund planned operations and other commitments for at least the next twelve months from the date of the issuance of the unaudited condensed consolidated financial statements.
Note 3 — Summary of Significant Accounting Policies
Basis of presentation
The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).
The accompanying unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All inter-company balances and transactions are eliminated upon consolidation. Certain information and footnote disclosures, which are normally included in annual financial statements prepared in accordance with US GAAP, have been omitted pursuant to those rules and regulations. The unaudited interim financial information should be read in conjunction with the audited financial statements and the notes thereto, included in the registration statements for the fiscal years ended December 31, 2024 and 2023.
Principles of consolidation
The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiary. All inter-company transactions and balances between the Company and its subsidiary have been eliminated upon consolidation. Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.
Risks and uncertainties
The main operations of the Company are in Singapore. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by political, economic, and legal environments in Singapore, as well as by the general state of the economy in Singapore. The Company’s results may be adversely affected by changes in the political, regulatory and social conditions in Singapore. The Company believes that it is following existing laws and regulations including its organization and structure disclosed in Note 1, such experience may not be indicative of future results.
Use of estimates and assumptions
The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. On an ongoing basis, management evaluates estimates, including but not limited to, those related to allowance for credit losses, determination of the useful lives of property and equipment, impairment of long-lived assets, right-of-use assets, financing lease liabilities, revenue recognition, allowance for deferred tax assets and contingencies. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable. As a result, management makes judgments regarding the carrying values of the Company’s assets and liabilities that are not readily apparent from other sources. Authoritative pronouncements, historical experience and information, information that is currently available to the Company and assumptions that the Company believes to be reasonable under the circumstances are used as the basis for making estimates and judgements. Actual results may differ from these estimates.
F-7
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Summary of Significant Accounting Policies (cont.)
Foreign currency translation
The accompanying unaudited condensed consolidated financial statements are presented in the Singapore Dollars (“S$”), which is the reporting currency of the Company. The functional currency of the Company in the Cayman Islands is United States Dollars (“$”), its subsidiaries which are incorporated in British Virgin Islands and Singapore are United States Dollars (“$”) and Singapore Dollars (“S$”) respectively, which are their respective local currencies based on the criteria of ASC 830, “Foreign Currency Matters”.
In the unaudited condensed consolidated financial statements of the Company, transactions in currencies other than the functional currency are measured and recorded in the functional currency using the exchange rate in effect at the date of the transaction. At the balance sheet date, monetary assets and liabilities that are denominated in currencies other than the functional currency are translated into the functional currency using the exchange rate at the balance sheet date.
Convenience translation
Translations of amounts in the unaudited condensed
consolidated balance sheet, unaudited condensed consolidated statements of operations and comprehensive income (loss) and unaudited condensed
consolidated statements of cash flows from S$ into $ as of and for the six months ended June 30, 2025 are solely for the convenience of
the reader and were calculated at the noon buying rate of $1 = S$
Cash
Cash consists of demand deposit placed with commercial
banks, which is unrestricted as to withdrawal and use and have original maturities of less than three months. Cash balances in bank
accounts in Singapore with maximum amount of S$
Accounts receivable, net
The Company adopted ASU 2016-13 Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments on January 1, 2022, which requires consideration of a broader range of information to estimate credit losses over the lifetime of the asset, including current conditions and reasonable and supportable forecasts in addition to historical loss information, to determine expected credit losses and applies to the measurement of impairment on financial assets measured at amortized cost, which includes trade receivable. Therefore, estimates of expected credit losses on trade receivables over their life will be required to be recorded at inception, based on historical information, current conditions, and reasonable and supportable forecasts.
Under ASU 2016-13, the Company has exposure to credit losses for financial assets, which include accounts receivable. The Company considered various factors, including nature, historical collection experience, the age of the accounts receivable balances, credit quality and specific risk characteristics of its customers, current economic conditions, forward-looking information including economic, regulatory, technological, environmental factors (such as industry prospects, GDP, employment, etc.), reversion period, and qualitative and quantitative adjustments to develop an estimate of credit losses. The Company has adopted the loss rate method to calculate the credit loss and considered the reverent factors of the historical and future conditions of the Company to make reasonable estimation of the risk rate.
Financial assets are presented as net of the allowance
for credit losses in the unaudited condensed consolidated balance sheets. The measurement of the allowance for credit losses is recognized
through current expected credit loss expense. Current expected credit loss expense is included as a component of general and administrative
expenses in the unaudited condensed consolidated statements of operations and comprehensive income (loss) Write-offs are recorded in the
period in which the asset is deemed to be uncollectible. As of December 31, 2024 and June 30, 2025, the allowance for credit losses of
accounts receivable was S$
F-8
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Summary of Significant Accounting Policies (cont.)
Other assets
Other assets, current and non-current, primarily consist of prepaid expenses, advance to suppliers and deposits for leases and tenders. These amounts bear no interest. Management reviews its prepayments, advances and refundable deposits placed with counterparties on a regular basis to determine if the allowance is adequate and adjusts the allowance when necessary. As of June 30, 2025, no allowance was deemed necessary. Management believes that these counterparties are of high credit quality and continually monitors the credit worthiness of these counterparties.
Loan receivable – third party, net
Loan receivable – third party, net represents
a loan offered to a third party with interest. Loan receivable, third party, net are initially recognized at fair value which
is the cash disbursed to originate loan, measured subsequently at amortized cost using the effective interest method, net of allowance
that reflects the Company’s best estimate of the amounts that will not be collected. As of December 31, 2024 and June 30, 2025,
there was and S$
Deferred offering costs
Deferred offering costs consist of legal, underwriting fees and other costs incurred through the balance sheet date that are directly related to the proposed public offering. These costs, together with the underwriting discounts and commissions. will be charged to additional paid-in capital upon completion of the proposed public offering. Should the proposed public offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations.
Pursuant to ASC 340-10-S99-1, upon the successful completion of the initial public offering on October 17, 2024, IPO costs directly attributable to an offering of equity securities are deferred and have been charged against the gross proceeds of the offering as a reduction of additional paid-in capital.
Property and equipment, net
Property and equipment are stated at cost, less
accumulated depreciation, and impairment loss, if applicable. Depreciation is computed using the straight-line method after consideration
of the estimated useful lives.
| Useful life | ||
| Office equipment | ||
| Computer equipment |
The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the unaudited condensed consolidated statements of operations and comprehensive income (loss). Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterment, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.
Impairment for long-lived assets
The Company’s long-lived assets with finite lives, including property and equipment, net are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognizes an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company will reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. For the six months ended June 30, 2025, no impairment of long-lived assets was recognized.
F-9
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Summary of Significant Accounting Policies (cont.)
Fair value measurement
Accounting guidance defines fair value as the exchange price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability.
Accounting guidance establishes a three-level fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs that may be used to measure fair value are as follows:
| ● | Level 1 applies to assets or liabilities for which there are quoted prices, in active markets for identical assets or liabilities. |
| ● | Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical asset or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. |
| ● | Level 3 applies to asset or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. |
The Company considers the carrying value of its financial assets and liabilities, which consist of cash, accounts receivable, contract assets and contract liabilities, prepayments and other current assets, amounts due from related parties, accounts payable, lease liabilities — current, income tax payable, other payables and accruals approximate the fair value of the respective assets and liabilities as of December 31, 2024 and June 30, 2025 due to their short-term nature.
Contract assets and contract liabilities
Construction projects with performance obligations recognized over time that have revenue recognized to date in excess of cumulative billings are reported on the Company’s unaudited condensed consolidated balance sheets as “contract assets”. Contract retentions, included in contract assets, represent amounts withheld by clients, in accordance with underlying contract terms until certain conditions are met. Provisions for estimated losses of contract assets on uncompleted contracts are made in the period in which such losses are determined. The majority of these amounts are expected to be billed and collected from clients within twelve months and are classified as current assets.
Contract liabilities on uncompleted construction contracts represent the amounts of cash collected from clients, billings to clients on contracts in advance of work performed and revenue recognized and provisions for losses. The majority of these amounts are expected to be earned within twelve months and are classified as current liabilities.
Leases
The Company accounts for leases under ASC 842. The Company determines if an arrangement is a lease at inception. A lease is classified at the inception date as either a finance lease or an operating lease. As the lessee, a lease is a finance lease when the lease meets any of the following criteria at lease commencement:
| a) | The lease transfers ownership of the underlying asset to the lessee by the end of the lease term; |
| b) | The lease grants the lessee an option to purchase the underlying asset that the Company is reasonably certain to exercise; |
| c) | The
lease term is for |
| d) | The
present value of the sum of the lease payments equals or exceeds |
| e) | The underlying asset is of such as specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. |
F-10
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Summary of Significant Accounting Policies (cont.)
Leases that do not meet any of the above criteria are accounted for as operating leases.
The Company entered into lease agreements as lessee to lease motor vehicles, office equipment and buildings from third parties.
The Company accounts for those motor vehicle and
office equipment leases in accordance with ASC 842. The two primary accounting provisions the Company uses to classify transactions
as financing leases or operating leases are (i) the lease transfers ownership of the underlying asset to the lessee by the end of
the lease term and (ii) the lease term is for
The Company accounts for those building leases in accordance with ASC 842. The Company believes that the building leases agreements do not contain nor meet any of the five primary accounting provisions the Company uses to classify transactions as financing leases. The building leases are classified as operating leases.
Finance lease assets and operating leases are included in right-of-use (“ROU”) assets, and finance lease liabilities are included in current and non-current finance lease liabilities, while operating lease liabilities are included in current and non-current operating lease liabilities, in the Company’s consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Finance and operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.
When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option. The Company used the rate implicit in the lease, if available, or the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.
The Company elected the practical expedients under ASC 842 that does not require the Company to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or fewer, the Company elected not to recognize lease assets and liabilities on its consolidated balance sheets.
The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. For the six months ended June 30, 2024 and 2025, the Company did not recognize impairment loss on its finance and operating lease ROU assets.
Revenue recognition
The Company adopted Accounting Standards Codification 606, Revenue from Contracts with Customers (“ASC 606”), on January 1, 2021 using the modified retrospective approach. The Company’s accounting for revenue recognition remains substantially unchanged prior to adoption of ASC 606. The effect from the adoption of ASC 606 was not material to the Company’s unaudited condensed consolidated financial statements.
The Company recognizes revenue to depict the transfer of promised goods or services (that is, an asset) to customers in an amount that reflects the consideration to which the Company expects to receive in exchange for those services. The following five steps defined under ASC 606 are applied to achieve the core principle of revenue standard:
| (i) | Identify the contract with the customer |
| (ii) | Identify the performance obligations in the contract |
| (iii) | Determine the transaction price |
F-11
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Summary of Significant Accounting Policies (cont.)
| (iv) | Allocate the transaction price to the performance obligations in the contract |
| (v) | Recognize revenue when the company satisfies a performance obligation |
The Company generates revenue mainly from construction projects with the following major categories of works: (i) new construction, (ii) reconstruction, (iii) A&A, and (iv) other general contracting services, such as renovation and design consultation. For new construction, the existing house will be demolished, and a new house will be rebuilt. Reconstruction works involve replacement of substantial part of the house. For A&A works, minor modifications are made to existing structures within the existing building requirements while other general contracting services include renovation and design consultation services.
The following table shows the Company’s revenue by revenue categories for the periods indicated.
| For the six months ended June 30, | ||||||||||||
| 2024 (Unaudited) | 2025 (Unaudited) | 2025 (Unaudited) | ||||||||||
| S$ | S$ | $ | ||||||||||
| New construction | ||||||||||||
| Reconstruction | ||||||||||||
| A&A | ||||||||||||
| Other general contracting services | ||||||||||||
| Total revenue | ||||||||||||
The Company assessed that the four major categories of revenue share the substantially the same characteristics and nature of terms in its contracts with customers and follows the same pattern of transfer of promised services to customers, and thus apply the same revenue recognition policies to all its revenue.
The Company enters into construction contracts with customers that create enforceable rights and obligations and for which it is probable that the Company will collect the consideration to which it will be entitled as services are transferred to the customers. It is standard practice for the Company to have the agreements with the Company’s customers in writing. All the agreements have commercial substance, as each contract with the customer has payment terms specified based upon fulfilment of certain conditions and agreed methods charged on monthly basis. The Company will submit monthly progress claim to its customer, and after the Company receives the interim progress certificate from the customer, the Company will issue a tax invoice to the customer. As the Company’s customers are required to pay at different billing stages over the contract period, such progress payments limit the Company’s exposure to credit risk. The company also reasonably expects that the effects on the financial statements of applying ASC 606 to the portfolio of contracts would not differ materially from applying ASC 606 to the individual contracts within that portfolio.
The Company is responsible for a series of work including but not limited to those stated under the scope of work, which can include the design of the project, obtaining the relevant permits and approvals from authorities, engineering, site clearance, procurement of materials, construction and interior fitting-out/installation as part of the contract. The Company believes these services are not distinct as they are highly interrelated and the contract includes a significant service of integrating the various services into the combined work the customer is contracting for, which is the completed property. The contracts may include retentions paid at the end of the project as a warranty to ensure the Company meets the contract requirements. However, since the customer does not have the option to separately purchase the warranty and there are no additional services to the customer during the retention period, such warranty is not recognized as a separate performance obligation. The Company has concluded that the promises to be delivered on the construction contract would be one single performance obligation, and therefore no allocation of the transaction price is required.
The Company’s contracts with each customer are with fixed price and provide for milestone billings based upon the attainment of specific project objectives to ensure the Company meets the contractual requirements. The contract does not have variable consideration. However, the contract subject to modification in the form of unpriced or pending change orders or claims that either increase or decrease the contract price. Contract modification is accounted for as part of the existing contract as the remaining work is not distinct and form part of a single performance obligation that is partially satisfied at the date of the contract modification. The impact of contract modification has on the contract price and the Company’s measure of progress towards complete satisfaction of the performance obligation is recognized as a cumulative catch-up adjustment to revenue at the date of contract modification.
F-12
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Summary of Significant Accounting Policies (cont.)
The Company is not required to assess whether a contract contains a significant financing component if the Company expects, at contract inception, that the period between payment by the customers and the transfer of promised services to the customers will be less than one year. Further, the Company believes that with its monthly progress billings there is no financing component in its contracts. There are no non-cash and payable consideration for any services provided by the Company.
The Company recognizes revenue based on the Company’s
actual contract costs incurred to the satisfaction of a performance obligation relative to the total estimated costs for the satisfaction
of that performance obligation. This input method faithfully depicts the transfer of value to the customer when the Company is satisfying
a performance obligation that includes several interrelated tasks or activities for a combined output that requires the Company to coordinate
the work of subcontracts and employees. Contract costs typically include direct labor, subcontract, professional costs, material and indirect
costs related to contract performance. Changes in estimated costs to complete these obligations result in adjustments to revenue on a
cumulative catch-up basis, which causes the effect of revised estimates to be recognized in the current period. There was addition costs
incurred to maintain relationship with certain customers who require additional work for renovation. The Company expects this type of
additional costs and change of estimates to be rare exceptions. The change of estimates reduced the revenue by and S$
When the current estimates of the total amount of consideration expected to be received in exchange for transferring promised goods or services to the customer, and contract costs indicate a loss, a provision for the entire loss on the contract is made as soon as the loss become evident. An adjustment is also made to reflect the effects of the customer’s credit risk. The loss on a contract is reported as an additional contract cost (an operating expenses), and not as a reduction of revenue or a non-operating expense. The total loss on contracts is negligible for the years ended December 31, 2024 and for the six months ended June 30, 2024 and 2025.
The Company recognizes revenue over time for all projects throughout the contract period.
Warranty
The Company generally provides limited warranties for work performed under its contracts. At the time a sale is recognized, the Company records estimated future warranty costs under ASC 460. At completion, costs for warranties are estimated and these warranties are not service warranties separately sold by the Company. The estimated claim rates of warranty are based on actual warranty experience or Company’s best estimate. There were no such reserves for the six months ended June 30, 2024 and 2025 because the Company’s historical warranty expenses were immaterial to the Company’s unaudited condensed consolidated financial statements.
Cost of revenue
Cost of revenue for construction contracts primarily consisted of material costs, subcontracting costs, direct labor costs, rental of equipment and other expenses incurred in contract performance. These costs are expenses as incurred.
Borrowing costs
All borrowing costs are recognized in interest expenses in the consolidated statement of operations and comprehensive income (loss) in the period in which they are incurred.
General and administrative expenses
General and administrative expenses consist primarily of motor vehicle running expenses, travelling and entertainment and general administrative expenses such as of staff costs, rental expenses, depreciation, legal and professional fees and other miscellaneous administrative expenses.
F-13
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Summary of Significant Accounting Policies (cont.)
Employee benefit
Defined contribution plan
The Company participates in the national pension schemes as defined by the laws of Singapore’s jurisdictions in which it has operations. Contributions to defined contribution pension schemes are recognized as an expense in the period in which the related service is performed.
Government grants
Government grants are compensation for expenses already incurred or for the purpose of giving immediate financial support to the Company. The government evaluates the Company’s eligibility for the grants on a consistent basis, and then makes the payment. Therefore, there are no restrictions on the grants.
Government grants are recognized when received
and all the conditions for their receipt have been met and are recorded as part of “other income”. The total grants received
from the Singapore Government were S$
Income taxes
The Company accounts for income taxes under ASC 740. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred taxes are accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the unaudited condensed consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.
An uncertain tax position is recognized as a benefit
only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination
being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than
As of June 30, 2025, the tax years ended December 31, 2021 through 2024 for the Company’s Singapore subsidiary remain open for statutory examination by Singapore tax authorities.
Related parties’ transactions
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence, such as a family member or relative, shareholder, or a related corporation.
F-14
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Summary of Significant Accounting Policies (cont.)
Commitments and contingencies
In the normal course of business, the Company
is subject to contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters,
such as government investigations and tax matters. The Company recognizes its liability for such contingency if it determines it is probable
that a loss has occurred, and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments
including historical and the specific facts and circumstances of each matter. As of December 31, 2024 and June 30, 2025, the Company’s
accrued provision for its ongoing litigation matters was S$
Earnings (Loss) per share
The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average number of ordinary shares outstanding for the period. Diluted EPS presents the diluted effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. As of December 31, 2024 and June 30, 2025, there were dilutive shares.
Segment reporting
In November 2023, the FASB issued ASU 2023-07,
“Segment Reporting (Topic 280)” (“ASU 2023-07”). The amendments in ASU 2023-07 improve financial reporting by
requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to
develop more decision useful financial analyses.
In accordance with ASC 280, Segment Reporting, an operating segment is identified as a component of an enterprise that engages in business activities about which separate discrete financial information and operating results is the Company’s CODM has been identified as the Chief Executive Officer. The Company operates and manages its business as a single segment – in the development of construction projects. The Company’s CODM assesses performance for the segment and decides how to allocate resources by regularly reviewing the segment net income (loss) that also is reported as unaudited condensed consolidated net loss on the statement of operations and comprehensive income (loss), after taking into account the Company’s strategic priorities, its cash balance, and its expected use of cash. Further, the CODM reviews and utilizes revenue (i.e., commercial customers and residential customers), cost of revenue (i.e., subcontracting costs, material costs, labor costs, equipment rental and site costs, and other direct costs, and operating expenses (i.e., staff expenses, depreciation and amortization, lease expenses, lease expenses, transport and entertainment, professional fees, and other miscellaneous expenses) at the consolidated level to manage the Company’s operations. Other segment items included in interest expenses, net, other income, and income tax (expenses) benefit, which are reflected in the segment and unaudited condensed consolidated net loss. The measure of segment assets is reported on the unaudited condensed consolidated balance sheet as total consolidated assets.
F-15
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Summary of Significant Accounting Policies (cont.)
Significant Risks
Currency risk
The Company’s operating activities are transacted in S$. Foreign exchange risk may arise from future commercial transactions, and from fluctuations and the degree of volatility of foreign exchange rates between $ and S$.
Concentration and Credit Risk
Financial instruments that potentially subject
the Company to the concentration of credit risks consist of cash, accounts receivable, and amounts due from a related party. The maximum
exposures of such assets to credit risks are their carrying amounts as of the balance sheet dates. The Company deposits its cash with
financial institutions located in Singapore and United States of America. As of December 31, 2024 and June 30, 2025, S$
For the credit risk related to accounts receivable, the Company performs periodic credit evaluations of its customers’ financial condition and generally does not require collateral. The Company determines its allowance for credit losses for account receivable using an aging schedule. The Company estimates the credit loss rates based on historical loss information, aging of receivables and management’s judgements, including current, reasonable and supportable.
forecasted economic conditions compared to the economic conditions using the historical information. The management believes that its contract acceptance, billing and collection policies are adequate in minimizing material credit risk. Application of progress payment of contract works is made on a regular basis. The Company seeks to maintain strict control over its outstanding receivables.
Credit risk on amounts due from a related party is not significant as the timing of payment is controlled by common director and shareholders taking into account cash flow requirements of the Company and there has been no significant increase in the risk of default nor impairment recognized on the amounts due from a related party since initial recognition.
For the six months ended June 30, 2024, four customers
accounted for approximately
As of December 31, 2024, three customers accounted
for approximately
For the six months ended June 30, 2024 and 2025, the Company did not have significant suppliers or subcontractors accounting for more than 10% of total purchases.
The table below sets out the suppliers or subcontractors who accounted for 10% or more of the Company’s total accounts payable as of December 31, 2024 and June 30, 2025.
| Percentage of accounts payable (%) | ||||||||||
| Name of Supplier/Subcontractor | Products/services supplied | As of December 31, 2024 | As of June 30, 2025 (Unaudited) | |||||||
| Supplier A | ||||||||||
| Subcontractor B | ||||||||||
| Subcontractor C | ||||||||||
| Subcontractor D | ||||||||||
F-16
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Summary of Significant Accounting Policies (cont.)
Interest rate risk
Fluctuations in market interest rates may negatively affect the Company’s financial condition and results of operations. The Company is exposed to floating interest rate on cash deposit and floating rate borrowings, and risks due to changes in interest rates is not material. The Company has not used any derivative financial instruments to manage interest rate exposure.
Recently issued accounting pronouncements
The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The intent of ASU 2023-09 is to improve the disclosures around a company’s rate reconciliation information and certain types of income taxes companies are required to pay. Specifically, these new disclosure requirements will provide more transparency regarding income taxes companies pay in the United States and other countries, along with more disclosure around a company’s rate reconciliation, among other new disclosure requirements, such that users of financial statements can get better information about how the operations, related tax risks, tax planning and operational opportunities of companies affect their effective tax rates and future cash flow prospects. ASU 2023-09 is effective for annual fiscal years beginning after December 15, 2024, with early adoption permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments under ASU 2023-09 should be applied on a prospective basis, although retrospective application is permitted. The Company is currently evaluating the potential impact of ASU 2023-09 on its consolidated financial statements and disclosures.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Both early adoption and retrospective application are permitted. The Company is currently evaluating the impact that the adoption of these standards will have on its Consolidated Financial Statements.
Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated balance sheets, unaudited condensed consolidated statements of operations and comprehensive income (loss) and unaudited condensed consolidated statements of cash flows.
F-17
SPRINGVIEW
HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 4 — ACCOUNTS RECEIVABLE, NET
Accounts receivable, net consisted of the following:
| As of | As of June 30, | |||||||||||
| December 31, 2024 | 2025 (Unaudited) | 2025 (Unaudited) | ||||||||||
| S$ | S$ | $ | ||||||||||
| Accounts receivable | ||||||||||||
| Less: Allowance for credit losses | ( | ) | ( | ) | ( | ) | ||||||
| Accounts receivable, net | ||||||||||||
Movements of allowance for credit losses are as follows:
| As of | As of June 30, | |||||||||||
| December 31, 2024 | 2025 (Unaudited) | 2025 (Unaudited) | ||||||||||
| S$ | S$ | $ | ||||||||||
| Allowance for expected credit losses, beginning | ||||||||||||
| Additions | ||||||||||||
| Allowance for expected credit losses, ending | ||||||||||||
F-18
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 5 — CONTRACT ASSETS
Contract assets consisted of the following:
| As of | As of June 30, | |||||||||||
| December 31, 2024 |
2025 (Unaudited) | 2025 (Unaudited) | ||||||||||
| S$ | S$ | $ | ||||||||||
| Revenue recognized to date | ||||||||||||
| Less: Progress billings to date | ||||||||||||
| Contract assets | ||||||||||||
| Contract assets – current | ||||||||||||
| Contract assets – non-current | ||||||||||||
Contract assets are classified as current and non-current based on whether they have exceeded the maintenance period.
While the project has been completed, the Company continues to provide maintenance services and is progressively recovering the associated Contract asset. Based on the Company’s assessment, there is a high likelihood of full recovery for this contract asset. Consequently, no impairment provision is deemed necessary for this project at this time.
Note 6 — LOAN RECEIVABLE - THIRD PARTY, NET
Loan receivable – third party, net consisted of the following:
| As of | As of June 30, | |||||||||||
| December 31, 2024 | 2025 (Unaudited) | 2025 (Unaudited) | ||||||||||
| S$ | S$ | $ | ||||||||||
| Borrower A | ||||||||||||
| Less: Allowance for credit loss | ( | ) | ( | ) | ||||||||
| Loan receivable – third party, net | ||||||||||||
The Company provided Borrower A with a term loan
of S$
As of the date of the issuance of unaudited condensed
consolidated financial statements, the Company has collected S$
The Company recognized an expected credit loss
provision of S$
F-19
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 7 — OTHER ASSETS
Other assets — current consisted of the following:
| As of | As of June 30, | |||||||||||
| December 31, 2024 | 2025 (Unaudited) | 2025 (Unaudited) | ||||||||||
| S$ | S$ | $ | ||||||||||
| Prepayments | ||||||||||||
| Short-term deposits | ||||||||||||
| Interest receivable from a third party | ||||||||||||
| Other assets – current | ||||||||||||
Other assets — non-current consisted of the following:
| As of | As of June 30, | |||||||||||
| December 31, 2024 | 2025 (Unaudited) | 2025 (Unaudited) | ||||||||||
| S$ | S$ | $ | ||||||||||
| Advance to suppliers | ||||||||||||
| Long-term deposits | ||||||||||||
| Other assets – non-current | ||||||||||||
Short-term deposits include deposits for tenders while long-term deposits primarily include deposits for leases.
Note 8 — PROPERTY AND EQUIPMENT, NET
Property and equipment, net, consist of the following:
| As of | As of June 30, | |||||||||||
| December 31, 2024 | 2025 (Unaudited) | 2025 (Unaudited) | ||||||||||
| S$ | S$ | $ | ||||||||||
| Computers | ||||||||||||
| Office equipment | ||||||||||||
| Subtotal | ||||||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ( | ) | ||||||
| Property and equipment, net | ||||||||||||
Depreciation expenses of owned assets for the
year ended December 31, 2024 and for the six months ended June 30, 2025 amounted to S$
impairment loss had been recognized during the year ended December 31, 2024 and for the six months ended June 30, 2025.
F-20
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 9 — LEASES
Finance leases as lessee
As of December 31, 2024 and June 30, 2025, the Company has finance leases on its unaudited condensed consolidated balance sheets for hire purchase of motor vehicle and lease of office equipment.
The following table shows finance lease liabilities and the associated financial statement line items:
| As of | As of June 30, | |||||||||||
| December 31, 2024 | 2025 (Unaudited) | 2025 (Unaudited) | ||||||||||
| S$ | S$ | $ | ||||||||||
| Liabilities | ||||||||||||
| Finance lease liabilities – current | ||||||||||||
| Finance lease liabilities – non-current | ||||||||||||
| Total | ||||||||||||
As of December 31, 2024 and June 30, 2025, “” consisted of the following:
| As of | As of June 30, | |||||||||||
| December 31, 2024 | 2025 (Unaudited) | 2025 (Unaudited) | ||||||||||
| S$ | S$ | $ | ||||||||||
| Motor vehicles under hire purchase | ||||||||||||
| Leased office equipment | ||||||||||||
| Less: Accumulated amortization | ( | ) | ( | ) | ( | ) | ||||||
| Right-of-use assets (finance lease), net | ||||||||||||
Information related to finance lease activities during the periods are as follows:
| For the six months ended June 30, | ||||||||||||
| 2024 (Unaudited) | 2025 (Unaudited) | 2025 (Unaudited) | ||||||||||
| S$ | S$ | $ | ||||||||||
| Finance lease expenses | ||||||||||||
| Amortization | ||||||||||||
| Interest of financing lease liabilities | ||||||||||||
F-21
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 9 — LEASES (cont.)
Future finance lease payments as of June 30, 2025 (unaudited) are detailed as follows:
| For the year ending June 30, | S$ | $ | ||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 and thereafter | ||||||||
| Total future lease payment | ||||||||
| Less: Imputed interest | ( | ) | ( | ) | ||||
| Present value of finance lease liabilities | ||||||||
| Less: Current portion | ( | ) | ( | ) | ||||
| Long-term potion of finance lease liabilities | ||||||||
The following table shows the weighted-average lease terms and discount rates for finance leases:
| As of | ||||||||
| As of December 31, 2024 | June 30, 2025 (Unaudited) | |||||||
| Weighted average remaining lease term (Years) | ||||||||
| Finance leases | ||||||||
| Weighted average discount rate (%) | ||||||||
| Finance leases | ||||||||
Operating leases as lessee
As of December 31, 2024 and June 30, 2025, the Company has operating leases on its unaudited condensed consolidated balance sheets rentals of leasehold buildings.
The following table shows operating lease liabilities and the associated financial statement line items:
| As of | As of June 30, | |||||||||||
| December 31, 2024 |
2025 (Unaudited) | 2025 (Unaudited) | ||||||||||
| S$ | S$ | $ | ||||||||||
| Liabilities | ||||||||||||
| Operating lease liabilities – current | ||||||||||||
| Operating lease liabilities – non-current | ||||||||||||
| Total | ||||||||||||
F-22
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 9 — LEASES (cont.)
As of December 31, 2024 and June 30, 2025, “” consisted of the following:
| As of | As of June 30, | |||||||||||
| December 31, 2024 | 2025 (Unaudited) | 2025 (Unaudited) | ||||||||||
| S$ | S$ | $ | ||||||||||
| Leasehold buildings | ||||||||||||
| Less: Accumulated amortization | ( | ) | ( | ) | ( | ) | ||||||
| Right-of-use assets (operating lease), net | ||||||||||||
Information related to operating lease activities during the periods are as follows:
| For the six months ended June 30, | ||||||||||||
| 2024 (Unaudited) | 2025 (Unaudited) | 2025 (Unaudited) | ||||||||||
| S$ | S$ | $ | ||||||||||
| Operating lease expenses | ||||||||||||
| Amortization | ||||||||||||
| Interest of operating lease liabilities | ||||||||||||
Future operating lease payments as of June 30, 2025 are detailed as follows:
| For the year ending June 30, | S$ | $ | ||||||
| 2026 | ||||||||
| 2027 and thereafter | ||||||||
| Total future lease payment | ||||||||
| Less: Imputed interest | ( | ) | ( | ) | ||||
| Present value of operating lease liabilities | ||||||||
| Less: Current portion | ( | ) | ( | ) | ||||
| Long-term potion of operating lease liabilities | ||||||||
The following table shows the weighted-average lease terms and discount rates for operating leases:
| As of | As of June 30, | |||||||
| December 31, 2024 | 2025 (Unaudited) | |||||||
| Weighted average remaining lease term (Years) | ||||||||
| Operating leases | ||||||||
| Weighted average discount rate (%) | ||||||||
| Operating leases | ||||||||
F-23
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 10 — LOANS AND BORROWINGS
Long-term and short-term loans and borrowings are as follows:
| As of | As of June 30, | |||||||||||
| December 31, 2024 | 2025 (Unaudited) | 2025 (Unaudited) | ||||||||||
| S$ | S$ | $ | ||||||||||
| Total loans and borrowings | ||||||||||||
| Less: loans and borrowings – current | ||||||||||||
| Loans and borrowings – non-current | ||||||||||||
Bank borrowings comprised of the following:
| As of | As of June 30, | |||||||||||||||||||||
| Loans and borrowings | Principal amount | Maturity Date | Interest Rate | Repayment Method | December 31, 2024 | 2025 (Unaudited) | 2025 (Unaudited) | |||||||||||||||
| S$ | S$ | S$ | $ | |||||||||||||||||||
| Standard Chartered Bank Enterprise Financing Temporary Bridging Loan II | 2025 | |||||||||||||||||||||
| ANEXT Bank Loan | 2028 | |||||||||||||||||||||
| Standard Chartered Bank Business Installment Loan | ||||||||||||||||||||||
| OCBC Business Term Loan | ||||||||||||||||||||||
| DBS SME Working Capital Loan II | ||||||||||||||||||||||
| Total loans and borrowings | ||||||||||||||||||||||
For the year ended December 31, 2024 and
the six months ended June 30, 2025, the effective interest rate of the Company’s loans and borrowings ranges from
Interest
expenses arising from the Company’s loans and borrowings for the year ended December 31, 2024 and the six months ended June
30, 2025 amounted to S$
All loans and borrowings are secured over the joint and several personal guarantees from Ms. Siew Yian Lee and Mr. Heng Kong Chuan, the director and shareholders of the Company.
F-24
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 10 — LOANS AND BORROWINGS (cont.)
The maturity dates for the Company’s outstanding loans and borrowings as of June 30, 2025 are as follows:
| For the year ending June 30, | S$ | $ | ||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| Total loans and borrowings | ||||||||
| Less: Imputed interest | ( | ) | ( | ) | ||||
| Present value of loans and borrowings | ||||||||
Note 11 — OTHER PAYABLES AND ACCRUALS
The components of other payables and accruals are as follows:
| As of | As of June 30, | |||||||||||
| December 31, 2024 | 2025 (Unaudited) | 2025 (Unaudited) | ||||||||||
| S$ | S$ | $ | ||||||||||
| Accrued expenses | ||||||||||||
| Other payables | ||||||||||||
| GST payable, net | ||||||||||||
| Other payables and accruals | ||||||||||||
Accrued expenses mainly consisted of staff expenses
and professional service fees and costs incurred for operating activities which are yet to bill. Other payables included the provision
for legal claims amounting to S$
F-25
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 12 — OTHER INCOME
| For the six months ended June 30, | ||||||||||||
| 2024 (Unaudited) | 2025 (Unaudited) | 2025 (Unaudited) | ||||||||||
| S$ | S$ | $ | ||||||||||
| Interest income | ||||||||||||
| Government grants | ||||||||||||
| Total other income | ||||||||||||
Other income, which consists primarily of interest
from a loan to a third party, was S$
Note 13 — INCOME TAXES
Income tax
Cayman Islands
The Company is incorporated in the Cayman Islands and is not subject to tax on income or capital gains under current Cayman Islands law. In addition, upon payments of dividends by the Company entities to their shareholders, no Cayman Islands withholding tax will be imposed. Accordingly, the Company does not accrue for taxes.
British Virgin Islands (“BVI”)
Under the current laws of the BVI, the Company’s subsidiary incorporated in BVI is not subject to tax on income or capital gains. Additionally, upon payments of dividends by the BVI company to its respective shareholders, no BVI withholding tax will be imposed.
Singapore
The Company’s main operating subsidiary
is incorporated in Singapore and is subject to income taxes on the taxable income as reported in its statutory financial statements adjusted
in accordance with relevant tax laws and regulations of Singapore. The applicable tax rate is
F-26
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 13 — INCOME TAXES (cont.)
The following table reconciles Singapore statutory rates to the Company’s effective tax rate:
| For the six months ended June 30, | ||||||||||||
| 2024 (Unaudited) | 2025 (Unaudited) | 2025 (Unaudited) | ||||||||||
| S$ | S$ | $ | ||||||||||
| Income tax expenses | ||||||||||||
| Current income tax expenses | ||||||||||||
| Deferred income tax expenses (benefit) | ( | ) | ( | ) | ||||||||
| Income tax expenses (benefit) | ( | ) | ( | ) | ||||||||
| Income (Loss) before tax | ( | ) | ( | ) | ||||||||
| Singapore statutory income tax rate | % | % | % | |||||||||
| Income tax expenses (benefit) computed at statutory rate | ( | ) | ( | ) | ||||||||
| Non-deductible expenses | ||||||||||||
| Effect of different tax rates in other jurisdictions | ||||||||||||
| Others | ||||||||||||
| Income tax expenses (benefit) | ( | ) | ( | ) | ||||||||
The Company measures deferred tax assets and liabilities
based on the difference between the financial statement and tax bases of assets and liabilities at the applicable tax rates.
| As of | As of June 30, | |||||||||||
| December 31, 2024 | 2025 (Unaudited) | 2025 (Unaudited) | ||||||||||
| S$ | S$ | $ | ||||||||||
| Deferred tax assets | ||||||||||||
| Lease liabilities | ||||||||||||
| Net operating loss carry-forwards | ||||||||||||
| Allowance for credit losses | ||||||||||||
| Depreciation | ||||||||||||
| Deferred tax liabilities | ||||||||||||
| Right-of-use assets | ( | ) | ( | ) | ( | ) | ||||||
| Unbilled revenue | ( | ) | ( | ) | ( | ) | ||||||
| Deferred tax liabilities, net | ( | ) | ( | ) | ( | ) | ||||||
As the deferred tax assets and deferred tax liabilities are generated from the same entity, Springview (S), hence the deferred tax assets and deferred tax liabilities are eligible to net off with each other.
F-27
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 14 — EQUITY
Ordinary shares
The Company was incorporated in the Cayman Islands
on September 27, 2023, with an authorized share capital of $
On December 1, 2023, the Company issued
On October 17, 2024, the Company completed its
IPO of
Each holder of Class A Shares is entitled to exercise
Note 15 — Related party balances and transactions
The Company’s relationships with related parties who had transactions with the Company are summarized as follows:
| Related Party Name | Relationship to the Company | |
| Springview Contracts Pte. Ltd. | ||
| GGL Enterprises Pte. Ltd. | ||
| Mr. Heng Kong Chuan | ||
| China International Corporate Management |
F-28
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 15 — Related party balances and transactions (cont.)
a. Accounts receivable due from a related party
| As of | As of June 30, | |||||||||||
| Related Party Name | December 31, 2024 | 2025 (Unaudited) | 2025 (Unaudited) | |||||||||
| S$ | S$ | $ | ||||||||||
| Springview Contracts Pte. Ltd. | ||||||||||||
| Total | ||||||||||||
b. Amount due to related parties
| As of | As of June 30, | |||||||||||
| Related Party Name | December 31, 2024 | 2025 (Unaudited) | 2025 (Unaudited) | |||||||||
| S$ | S$ | $ | ||||||||||
| Mr. Heng Kong Chuan | ( | ) | ( | ) | ( | ) | ||||||
| China International Corporate Management | ( | ) | ( | ) | ( | ) | ||||||
| Total | ( | ) | ( | ) | ( | ) | ||||||
As of June 30, 2025, the accounts receivable due from Springview Contracts Pte. Ltd. has been fully collected.
During
the year ended December 31, 2024 and the six months ended June 30, 2025, the Company received repayment of S$
During the year ended December 31, 2024 and the
six months ended June 30, 2025, the Company received proceeds from Mr. Heng Kong Chuan S$
During the year ended December 31, 2024 and the
six months ended June 30, 2025, the Company received proceeds of S$
F-29
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 15 — Related party balances and transactions (cont.)
c. Related party transactions
| For the six months ended June 30, | ||||||||||||||
| Nature | Name | 2024 (Unaudited) | 2025 (Unaudited) | 2025 (Unaudited) | ||||||||||
| S$ | S$ | $ | ||||||||||||
| Collection of accounts receivable due from Springview Contracts Pte. Ltd | Springview Contracts Pte. Ltd.(1) | |||||||||||||
| Interior design service subcontracting cost provided by GGL Enterprises Pte. Ltd. | GGL Enterprises Pte. Ltd. | |||||||||||||
| (1) |
As of June, 2025, Mr. Zhuo Wang, via China International
Corporate Management which is under his control, has provided financial support amounting to S$
The Company signed an agreement with Mr. Heng
Kong Chuan on August 1st, 2024, under which Mr. Heng Kong Chuan would provide the company with an interest-free working capital loan facility
not exceeding S$
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SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 16 — SEGMENT REPORTING
The following table presents financial information, including significant segment expenses, which are regularly provided to the CODM and included within segment and unaudited condensed consolidated net loss:
| For the six months ended June 30, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| S$ | S$ | $ | ||||||||||
| Revenue | ||||||||||||
| Commercial customers | ||||||||||||
| Residential customers | ||||||||||||
| Total revenue | ||||||||||||
| Cost of revenue | ||||||||||||
| Subcontracting costs | ( | ) | ( | ) | ( | ) | ||||||
| Material costs | ( | ) | ( | ) | ( | ) | ||||||
| Labor costs | ( | ) | ( | ) | ( | ) | ||||||
| Equipment rental and site costs | ( | ) | ( | ) | ( | ) | ||||||
| Other direct costs | ( | ) | ( | ) | ( | ) | ||||||
| Total cost of revenue | ( | ) | ( | ) | ( | ) | ||||||
| Gross profit | ||||||||||||
| Operating expenses | ||||||||||||
| Staff expenses | ( | ) | ( | ) | ( | ) | ||||||
| Depreciation and amortization | ( | ) | ( | ) | ( | ) | ||||||
| Lease expenses | ( | ) | ( | ) | ( | ) | ||||||
| Medical and insurance expenses | ( | ) | ( | ) | ( | ) | ||||||
| Transport and entertainment | ( | ) | ( | ) | ( | ) | ||||||
| Professional fees | ( | ) | ( | ) | ( | ) | ||||||
| Provision for fines and charges | ( | ) | ||||||||||
| Bad debt written off | ( | ) | ( | ) | ||||||||
| Other miscellaneous expenses | ( | ) | ( | ) | ( | ) | ||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ||||||
| Income (loss) from operations | ( | ) | ( | ) | ||||||||
| Other income (expenses) | ||||||||||||
| Interest expenses, net | ( | ) | ( | ) | ( | ) | ||||||
| Other income | ||||||||||||
| Total other (expense) income, net | ( | ) | ||||||||||
| Income (loss) before income taxes | ( | ) | ( | ) | ||||||||
| Income tax (expenses) benefit | ( | ) | ||||||||||
| Net income (loss) | ( | ) | ( | ) | ||||||||
F-31
SPRINGVIEW HOLDINGS LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 17 — COMMITMENTS AND CONTINGENCIES
In the ordinary course of business, the Company may be subject to legal proceedings regarding contractual and employment relationships and a variety of other matters. The Company records contingent liabilities resulting from such claim, when a loss is assessed to be probable, and the amount of the loss is reasonably estimable per guidance of ASC Topic 450-20－Loss Contingencies.
As of December 31, 2024 and June 30, 2025, the Company is subject to legal proceeding from a charge by Ministry of Manpower for an offence under Section 12(1) of the Workplace Safety and Health Act for failure to take measure to ensure the safety of its employees at work in one of its construction projects in 2019 which resulted in injuries to one worker and one fatality. The Company has claimed trial to this charge. For the same incident, the Company was also charged under Section 5 of the Building Control Act for carrying out building works that were not approved by the Commissioner of Building Control. On June 17, 2025, the Company was convicted of Charge No. DSC-900110-2021 under Section 12(1) of the Workplace Safety and Health Act for failing to take reasonably practicable measure to ensure the safety of employees at work. The matter is fixed for sentencing in October 2025.
Additionally, the Company was also subject to
a claim from an employee of a subcontractor for a construction project for damages arising out of injuries and loss suffered as a result
of work accident at the project site. The claimant sought to hold the Company and the subcontractor jointly and severally liable for
the claim. The matter was resolved via a settlement agreement finalized on March 14, 2025. As the main contractor, the Company paid S$
As of December 31, 2024 and June 30, 2025,
the Company’s accrued provision for the legal proceedings was S$
Note 18 — SUBSEQUENT EVENTS
The Company evaluated all events and transactions through the date of issuance of these unaudited condensed consolidated financial statements, and concluded there were no other material subsequent events that require disclosure in these unaudited condensed consolidated financial statements.
F-32