UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~December~~March 31, ~~2025~~2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

For the transition period from ________ to ________

Commission File Number: 333-269343

Protopia Global Holdings Inc.

(Exact name of registrant as specified in its charter)

Cayman Islands

Not Applicable

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

Room 408B&C, 4^th Floor,
Lippo Sun Plaza, No. 28 Canton Road,

Tsim Sha Tsui, Kowloon, Hong Kong

Not Applicable

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (852) 6686-0563

Room 1116, 11/F, Star House, 3 Salisbury Road,

Tsim Sha Tsui, Kowloon, Hong Kong

(Former name or former address, if changed since last report)

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

Title of each class Trading Symbol(s) Name of each exchange on which registered ~~Not~~N/A ~~applicable~~N/A ~~Not applicable Not applicable~~N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐☒ Smaller reporting company ☒ 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~February~~May 213, 2026, the registrant had 21,500,000 ordinary shares issued and outstanding.

PROTOPIA GLOBAL HOLDINGS INC.

QUARTERLY REPORT ON FORM 10-Q

~~December~~ March 31, ~~2025~~2026

TABLE OF CONTENTS

		PAGE
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls and Procedures	1716
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	1817
Item 1A.	Risk Factors	1817
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1817
Item 3.	Defaults Upon Senior Securities	1817
Item 4.	Mine Safety Disclosure	1817
Item 5.	Other Information	1817
Item 6.	Exhibits	18
SIGNATURES		19

FORWARD-LOOKING STATEMENTS

You should read the following discussion and analysis of financial condition and results of operations of Protopia Global Holdings Inc. referred to herein as the “Company,” “we,” “us” or “our”) in conjunction with our financial statements and the accompanying notes thereto included elsewhere in this quarterly report on Form 10-Q (the “Quarterly Report”) and with the audited financial statements and related disclosures for the year ended June 30, 2025 included in the annual report on Form 10-K dated September 29, 2025.

This Quarterly Report contains forward-looking statements. Forward-looking statements are based upon our current assumptions, expectations and beliefs concerning future developments and their potential effect on our business, In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “approximately,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” or the negative of these terms or other comparable terminology, although the absence of these words does not necessarily mean that a statement is not forward-looking. These forward-looking statements may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by any forward-looking statements. These forward-looking statements include information concerning possible or assumed future results of our operations, including statements about our business strategies; future cash flows; financing plans; plans and objectives of management; liquidity, ability to complete financing, to enter into future agreements with companies, and plans to successfully expend our business operations and the sale of our products. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. Readers are urged to carefully review and consider the various disclosures made by us in this Quarterly Report and in our other reports filed with the Securities and Exchange Commission (the “SEC”). All forward-looking statements speak only as of the date of this Quarterly Report. Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, or other information contained herein, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise. We caution you therefore that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The ~~following~~accompanying unaudited ~~interim~~ financial statements ofhave ~~Protopia~~been ~~Global~~prepared ~~Holdings~~in ~~Inc.~~accordance ~~(referred~~with toaccounting ~~herein~~principles asgenerally accepted in the ~~“Company~~United States and the rules of the SEC,” ~~“we~~In the opinion of management,” ~~“us”~~all oradjustments, ~~“our”)~~consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are ~~included~~not innecessarily ~~this~~indicative ~~Quarterly~~of ~~Report~~the onresults ~~Form~~to ~~10-Q~~be (expected for the ~~“Quarterly~~full ~~Report”)~~year.

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States and the rules of the Securities and Exchange Commission (the “SEC”), In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.

Protopia Global Holdings Inc.

Financial Statements

Index to the Unaudited Condensed Consolidated Financial Statements

Content		Page
Unaudited Condensed Consolidated Balance Sheet as of December 31, 2025 and Consolidated Balance Sheet as of June 30, 2025		3
Unaudited Condensed Consolidated Balance Sheet as of March 31, 2026 and Consolidated Balance Sheet as of June 30, 2025		3
Unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss for the Three Months Ended December 31, 2025 and 2024, and for the Six Months Ended December 31, 2025 and 2024		4
Unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss for the Three Months Ended March 31, 2026 and 2025, and for the Nine Months Ended March 31, 2026 and 2025		4
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three Months Ended December 31, 2025 and 2024, and for the Six Months Ended December 31, 2025 and 2024		5
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three Months Ended March 31, 2026 and 2025, and for the Nine Months Ended March 31, 2026 and 2025		5
Unaudited Condensed Consolidated Statement of Cash Flows for the Six Months Ended December 31, 2025 and 2024		6
Unaudited Condensed Consolidated Statement of Cash Flows for the Nine Months Ended March 31, 2026 and 2025		6
Notes to Unaudited Condensed Consolidated Financial Statements		7-12

PROTOPIA GLOBAL HOLDINGS INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEET

(In U.S. Dollars, except share data or otherwise stated)

	As of December 31, 2025			As of June 30, 2025
	As of March 31, 2026			As of June 30, 2025
	(Unaudited)			(Audited)
ASSETS:
Current assets:
Cash	$	1,~~240~~249		$	653
Deferred offering costs		129,301			129,301
Prepayment		-			-
Total current assets		130,~~541~~550			129,954
Total Assets	$	130,~~541~~550		$	129,954
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current liabilities:
Accrued expenses	$	19,~~192~~178		$	28,464
Total current liabilities		19,~~192~~178			28,464
Total Liabilities	$	19,~~192~~178		$	28,464
Commitments and contingencies
Shareholders’ Equity:
Ordinary shares, $0.00001 par value; 500,000,000 shares authorized; 21,500,000 shares issued and outstanding as of December 31, 2025 and June 30, 2025	$	215		$	215
Ordinary shares, $0.00001 par value; 500,000,000 shares authorized; 21,500,000 shares issued and outstanding as of March 31, 2026 and June 30, 2025	$	215		$	215
Additional paid-in capital		~~342~~358,~~895~~730			299,874
Accumulated deficit		(~~231~~247,~~726~~564	)		(198,586	)
Accumulated other comprehensive loss		(359	)		(13	)
Total Shareholders’ Equity	$	111,~~349~~372		$	101,490
Total Liabilities and Shareholders’ Equity	$	130,~~541~~550		$	129,954

See accompanying notes to the unaudited condensed consolidated financial statements.

PROTOPIA GLOBAL HOLDINGS INC. AND SUBSIDIARY

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In U.S. Dollars, except share data or otherwise stated)

	For the three months ended December 31						For the six months ended December 31
	For the three months ended March 31						For the nine months ended March 31
	2025			2024			2025			2024
	2026			2025			2026			2025
General and administrative expenses		(1715,~~166~~838	)		(1518,~~799~~975	)		(3348,~~140~~978	)		(3150,~~450~~425	)
Loss before tax expense	$	(1715,~~166~~838	)	$	(1518,~~799~~975	)	$	(3348,~~140~~978	)	$	(3150,~~450~~425	)
Tax expense		-			-			-			-
Net Loss	$	(1715,~~166~~838	)	$	(1518,~~799~~975	)	$	(3348,~~140~~978	)	$	(3150,~~450~~425	)
Other comprehensive loss
Foreign currency translation loss	$	1		$	(1	)	$	(22	)	$	(9	)
Foreign currency translation gain/(loss)	$	26		$	3		$	4		$	(6	)
Total comprehensive loss	$	(1715,~~165~~812	)	$	(1518,~~800~~972	)	$	(3348,~~162~~974	)	$	(3150,~~459~~431	)
Weighted average shares outstanding - basic and diluted		21,500,000			21,500,000			21,500,000			21,500,000
Basic and diluted net loss per ordinary share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

See accompanying notes to the unaudited condensed consolidated financial statements.

PROTOPIA GLOBAL HOLDINGS INC. AND SUBSIDIARY

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(In U.S. Dollars, except share data or otherwise stated)

Three and ~~Six~~Nine Months Ended ~~December~~March 31, ~~2024~~2026

	Ordinary shares				Additional paid-in		Accumulated			Accumulated other comprehensive			Total shareholders’
	Shares		Amount		capital		deficit			loss			equity
Balance as of June 30, 2024		21,500,000	$	215	$	214,817	$	(124,751	)	$	(26	)	$	90,255
Net loss		-		-		-		(15,651	)		-			(15,651	)
Capital contribution from a shareholder		-		-		33,718		-			-			33,718
Foreign currency translation		-		-		-		-			(8	)		(8	)
Balance as of September 30, 2024		21,500,000	$	215	$	248,535	$	(140,402	)	$	(34	)	$	108,314
Net loss		-		-		-		(15,799	)		-			(15,799	)
Capital contribution from a shareholder		-		-		20,100		-			-			20,100
Foreign currency translation		-		-		-		-			(1	)		(1	)
Balance as of December 31, 2024		21,500,000		215		268,635		(156,201	)		(35	)		112,614
Net loss		-		-		-		(18,975	)		-			(18,975	)
Capital contribution from a shareholder		-		-		18,200		-			-			18,200
Foreign currency translation		-		-		-		-			3			3
Balance as of March 31, 2025		21,500,000		215		286,835		(175,176	)		(32	)		111,842

Three and ~~Six~~Nine Months Ended ~~December~~March 31, ~~2025~~2026

	Ordinary shares				Additional paid-in		Accumulated			Accumulated other comprehensive			Total shareholders’
	Shares		Amount		capital		deficit			loss			equity
Balance as of June 30, 2025		21,500,000	$	215	$	299,874	$	(198,586	)	$	(13	)	$	101,490
Net loss		-		-		-		(15,974	)		-			(15,974	)
Capital contribution from a shareholder		-		-		25,828		-			-			25,828
Foreign currency translation		-		-		-		-			(23	)		(23	)
Balance as of September 30, 2025		21,500,000	$	215	$	325,702	$	(214,560	)	$	(36	)	$	111,321
Net loss		-		-		-		(17,166	)		-			(17,166	)
Capital contribution from a shareholder		-		-		17,193		-			-			17,193
Foreign currency translation		-		-		-		-			1			1
Balance as of December 31, 2025		21,500,000		215		342,895		(231,726	)		(35	)		111,349
Net loss		-		-		-		(15,838	)		-			(15,838	)
Capital contribution from a shareholder		-		-		15,835		-			-			15,835
Foreign currency translation		-		-		-		-			26			26
Balance as of March 31, 2026		21,500,000		215		358,730		(247,564	)		(9	)		111,372

See accompanying notes to the unaudited condensed consolidated financial statements.

PROTOPIA GLOBAL HOLDINGS INC. AND SUBSIDIARY

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In U.S. Dollars, except share data or otherwise stated)

	For the six months ended December 31, 2025			For the six months ended December 31, 2024
	For the nine months ended March 31, 2026			For the nine months ended March 31, 2025
Cash flows from operating activities:
Net loss	$	(3348,~~140~~978	)	$	(3150,~~450~~425	)
Changes in operating assets and liabilities:
Accrued expenses		(9,~~272~~286	)		(1622,~~525~~439	)
Prepaid expenses					60
Net cash used in operating activities		(4258,~~412~~264	)		(4772,~~915~~804	)
Cash flows from financing activities:
Capital contribution from a shareholder		4358,~~021~~856			5372,~~818~~018
Net cash generated from financing activities		4358,~~021~~856			5372,~~818~~018
Effect of foreign currency exchange rate changes on cash		~~(22~~4	)		(9-	)
Net change in cash		~~587~~596			~~5,894~~(792	)
Cash – beginning of the period		653			1,493
Cash – end of the period	$	1,~~240~~249		$	~~7,387~~701
Supplemental cash flow information
Cash paid for income tax		-			-
Supplemental disclosures of non-cash financing activities:
Deferred offering costs included in accrued deferred offering costs		-			-

See accompanying notes to the unaudited condensed consolidated financial statements.

PROTOPIA GLOBAL HOLDINGS INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2025~~2026

1. ORGANIZATION AND BUSINESS DESCRIPTION

Protopia Global Holdings Inc. (the “Company”) was incorporated in the Cayman Islands on August 18, 2022 with the authorized capital of 500 million shares of ordinary shares, par value of $0.00001 per share.

On August 26, 2022, Protopia International Company Limited (“Protopia HK”), was incorporated in Hong Kong as the Company’s wholly-owned subsidiary, and its principal activities are to assist small- and medium-sized non-U.S. businesses in accessing international capital markets through listings on nationally recognized stock exchanges such as the Nasdaq Global Market, the Nasdaq Capital Market, NYSE American or the OTC Markets Group (OTCQX, OTCQB and Pink).

The fiscal year end of the Company is June 30.

2. GOING CONCERN

The Company has incurred loss of US$3348,~~140~~ 978 during the ~~six~~nine months ended ~~December~~March 31, ~~2025~~2026 and had net cash used in operating activities of US$4258,~~412~~264. If the Company fails to raise sufficient capital, it will have to explore other financing activities to provide it with the liquidity and capital resources it needs to meet its working capital requirements and to make capital investments in connection with ongoing operations. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. Since the Company cannot give assurance that it will be able to secure the necessary capital when needed, there is a substantial doubt that the Company will be able to continue operations as a going concern following the issuance of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from its inability to consummate any financings or its inability to continue as a going concern.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of preparation and principles of consolidation

The accompanying unaudited condensed consolidated financial statements of the Company are presented in United State dollars (“US$” or “$”) and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X of the Securities Exchange Commission. Certain information and footnote disclosures normally included in consolidated financial statements have been omitted pursuant to such rules and regulations. The consolidated balance sheet as of ~~December~~March 31, ~~2024~~2025 derived from the audited consolidated financial statements at that date, but does not include all the information and footnotes required by U.S. GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2025.

The unaudited condensed consolidated financial statements as of ~~six~~nine months ended ~~December~~ March 31, ~~2025~~2026 and ~~2024~~2025, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial condition, results of operations and cash flows. The results of operations for the ~~six~~nine months ended ~~December~~ March 31, ~~2025~~2026 and ~~2024~~2025 are not necessarily indicative of the results to be expected for any other interim period or for the entire year.

The accompanying unaudited condensed consolidated financial statements have been prepared on a consolidated basis and reflect the unaudited condensed consolidated financial statements of the Company and Protopia HK. All intercompany transactions and balances are eliminated on consolidation.

Emerging growth company

The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to optout is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

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 disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Foreign currency translation

The Company’s unaudited condensed consolidated financial statements are reported in United States dollars (“US$”), the Company’s presentation currency. The functional currency for the Company is US$ and the Company’s subsidiary in Hong Kong is Hong Kong dollars (“HK$”). The translation of the functional currencies of its subsidiary into U.S. dollars is performed for balance sheet accounts using the exchange rates in effect as of the balance sheet date and for revenues and expense accounts using a monthly average exchange rate prevailing during the respective period. The gains or losses resulting from such translation are reported as currency translation adjustments under accumulated other comprehensive loss as a separate component of equity.

Monetary assets and liabilities of the Company and its subsidiary denominated in currencies other than the functional currency of the Company and subsidiary are translated into their respective functional currency at the rates of exchange prevailing on the balance sheet date.

Transactions of the Company and its subsidiary in currencies other than the Company’s and the subsidiary’s functional currencies are translated into the respective functional currencies at the average monthly exchange rate prevailing during the period of the transaction. The gains or losses resulting from foreign currency transactions are included in the unaudited condensed consolidated statements of operation and comprehensive loss.

The exchange rates used to translate amounts in HK$ into US$ for the purposes of preparing the unaudited condensed consolidated financial statements were as follows:

	For the three months ended	For the three months ended
	December 31, 2025	December 31, 2024
	March 31, 2026	March 31, 2025
Amounts included in the statements of operations and cash flows for the period	US$1=HK$7.~~7781~~8133	US$1=HK$7.~~7743~~7803

Financial instruments and concentration of credit risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account placed in a financial institution, through an escrow agent, with high investment grade ratings. As of ~~December~~March 31, ~~2025~~2026, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair value of financial instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Cash and cash equivalents

The Company considers all short-term investments with an original maturity of six months or less when purchased to be cash equivalents. The Company had US$1,~~240~~ 249 in cash and no cash equivalents as of ~~December~~March 31, ~~2025~~2026. The Company’s cash is held at well capitalized financial institutions, but they are not FDIC insured. However, management does not believe there is a significant risk of loss.

Deferred offering costs

The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Pursuant to ASC 340-10-S99-1, ~~IPO~~ costs directly attributable to an offering of equity securities are deferred and would be charged against the gross proceeds of the offering as a reduction of additional paid-in capital. Deferred offering costs consist of professional and registration fees that are directly related to the ~~Proposed~~registration ~~Public~~statement ~~Offering~~on Form S-1 (SEC File No. 333-269343) that was declared effective by the SEC on May 12, 2023. Should the in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the unaudited condensed consolidated statements of operations and comprehensive loss. As of ~~December~~March 31, ~~2025~~2026 and ~~2024~~2025, the Company has incurred deferred offering costs of $129,301.

Accrued expenses

Accrued expenses primarily include accrued professional fees.

Revenue and expense recognition

The Company follows ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company derives revenue principally from providing corporate advisory services. The Company enters into agreements 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 transfer to the customer. It is customary practice for the Company to have written agreements with its customers and revenue on oral or implied arrangements is generally not recognized. The Company recognizes revenue based on the consideration specified in the applicable agreement.

Revenue from contracts with customers is recognized by: (1) identifying the contract (if any) with a customer; (2) identifying the performance obligations in the contract (if any); (3) determining the transaction price; (4) allocating the transaction price to each performance obligation in the contract (if any); and (5) recognizing revenue when each performance obligation is satisfied.

Generally, revenue is recognized when the Company has negotiated the terms of the transaction, which includes determining either the overall price, or the price for each performance obligation in the form of a service, the service has been delivered to the customer, no obligation is outstanding regarding that service, and the Company is reasonably assured that funds have been or will be collected from the customer. Upfront fees are recognized over the estimated period that the related services are performed. Deferred revenues are recorded for fees received that have not yet been earned.

The Company provides consultancy services towards small- and medium-sized non-U.S. businesses for initial public offering process.

Income taxes

The Company accounts for income taxes under the FASB Codification Topic 740-10-25 (“ASC 740-10-25”). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under Statement 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period included the enactment date.

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Protopia HK is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income derived from its activities conducted in Hong Kong. The applicable tax rate is 16.5% in Hong Kong. From year of assessment of 2019/2020 onwards, Hong Kong profits tax rates are 8.25% on assessable profits up to US$~~257~~255,~~132~~973 (HK$2,000,000), and 16.5% on any part of assessable profits over US$~~257~~255,~~132~~973 (HK$2,000,000).

Comprehensive income (loss)

ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income (loss), its components and accumulated balances. Comprehensive income (loss) as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive loss, as presented in the accompanying unaudited condensed consolidated statements of changes in shareholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income (loss) is not included in the computation of income tax expense or benefit.

Commitments and contingencies

The Company follows ASC 450-20, “Loss Contingencies”, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. Legal costs incurred in connection with such liabilities are expensed as incurred.

Loss per share

Basic loss per share is computed by dividing loss available to stockholders by the weighted average number of shares outstanding during the period. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional shares that would have been outstanding if the potential shares had been issued and if the additional shares were diluted. There were no potentially dilutive securities for the for ~~six~~nine months ended ~~December~~March 31, ~~2025~~2026 and ~~2024~~2025.

Recently adopted accounting standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.

4. CASH

Schedule of cash
	As of		As of
	December 31, 2025		June 30, 2025
	March 31, 2026		June 30, 2025
Cash on hand	$	383	$	383
Cash at bank account of an escrow agent		857		270
Total	$	1,240	$	653
Cash at bank account		9
Total	$	1,249	$	653

The Company has an escrow arrangement with Jimmy Cheung & Co., Certified Public Accountants of Hong Kong, to hold the Company’s money at their bank accounts established specially for their clients. The Company’s money is deposited at the Hong Kong and Shanghai Banking Corporation. Under the escrow arrangement, Jimmy Cheung & Co. Certified Public Accountants can only instruct the bank to carry out a transaction upon receipt of instructions from the Company.

5. SHARE CAPITAL AND SHAREHOLDERS’ EQUITY

On August 18, 2022 (date of inception), one share of the Company’s ordinary shares was issued at the par value of $0.00001 to the company-incorporating service provider. This share was immediately transferred to Sin Yi Cheng, the president and director of the Company. On the same day, Sin Yi Cheng purchased an additional 99,999 shares of the Company’s ordinary shares at $0.00001 per share. The monies from the issuance of a total of 100,000 shares of the Company’s ordinary shares on August 18, 2022, which totalled $1, went to the Company to be used as initial working capital.

On August 20, 2022, the Company sold 3,200,000 shares of its ordinary shares to the other founding shareholders of the Company at $0.00001 per share. The monies from this transaction, which totalled $32, went to the Company to be used as working capital.

On August 23, 2022, the Company sold 18,150,000 shares of its ordinary shares to Sin Yi Cheng and 4 private investors at $0.007 per share. The monies from this transaction, which totalled $127,050, went to the Company to be used as working capital.

On September 19, 2022, the Company sold 50,000 shares of its ordinary shares to 50 private investors at $0.007 per share. The monies from this transaction, which totalled $350, went to the Company to be used as working capital.

There have been no other issuances of the Company’s ordinary shares.

As of ~~December~~March 31, ~~2025~~2026, the Company had 21,500,000 issued and outstanding ordinary shares.

6. CONCENTRATION AND RISKS

(a) Concentration

As of ~~December~~March 31, ~~2025~~2026, 100% of the Company’s assets were located in Hong Kong.

(b) Economics and political risk

The Company’s major operations are conducted in Hong Kong. Accordingly, the political, economic, and legal environments in Hong Kong, as well as the general state of Hong Kong’s economy may influence the Company’s business, financial condition, and results of operations.

7. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date of ~~December~~March 31, ~~2025~~2026 and up through ~~February 11, 2026,~~ the date that the unaudited condensed consolidated financial statements were available to be issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

~~The~~You ~~information~~should ~~set~~read ~~forth~~the infollowing ~~this~~ Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) ~~contains~~together ~~certain~~with ~~“forward-looking~~our ~~statements”~~unaudited ~~within~~condensed ~~the~~consolidated ~~meaning~~financial ofstatements ~~Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended,~~ and the ~~Private~~related ~~Securities~~notes ~~Litigation Reform Act of 1995, including, among others (I) increase in our revenue~~ and ~~profitability, (ii) prospective business opportunities and (iii) our strategy for financing our business. Forward-looking statements are statements~~ other ~~than~~financial ~~historical~~ information orincluded ~~statements~~in ofthis ~~current~~Quarterly ~~condition~~Report. Some ~~forward-looking~~of ~~statements~~the ~~may~~information becontained ~~identified~~in bythis ~~use~~discussion ofand ~~terms~~analysis ~~such as “believes”, “anticipates”, “intends”~~ or ~~“expects”.~~set ~~These~~forth ~~forward-looking~~elsewhere ~~statements~~in ~~relate~~this toQuarterly ~~our plans~~Report, ~~liquidity,~~including ~~ability~~information ~~to complete financing, to enter into future agreements~~ with ~~companies,~~respect ~~and plans~~ to ~~successfully expand~~ our ~~business~~plans ~~operations~~ and ~~the~~strategy ~~sale~~for of our ~~products.~~business, Weincludes ~~have based these~~ forward-looking statements ~~largely~~that oninvolve ~~our~~risks ~~current expectations~~ and ~~projections~~uncertainties ~~about~~as ~~future~~described ~~events~~under ~~and~~the ~~financial~~heading ~~trends~~“Forward-Looking ~~that~~Statements” weelsewhere ~~believe~~in ~~may~~this ~~affect~~Quarterly ~~our financial condition, results of operations, business strategy and financial needs~~Report.

Although we believe that our expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of our knowledge of our business and operations, in light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements in this Quarterly Report should not be regarded as a representation by us or any other person that our objectives or plans will be achieved. All forward-looking statements speak only as of the date of this Quarterly Report. Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, or other information contained herein, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise. We caution you therefore that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance.

Overview

The Company is a holding company incorporated on August 18, 2022, under the laws of the Cayman Islands with no material operations of its own. The Company conducts all its operations in Hong Kong through its wholly-owned operating subsidiary, Protopia International Company Limited (“Protopia HK”), incorporated in Hong Kong on August 26, 2022, which have started its business operations in late 2022.

Protopia HK is an advisory and consulting company that also acts as a project manager to small- and medium-sized companies with business operations in Hong Kong to access international capital markets. We help such companies with the process of the initial listing on US nationally recognized stock exchanges such as the Nasdaq Global Market, the Nasdaq Capital Market, NYSE American or the OTC Markets (OTCQX, OTCQB and Pink) by providing consulting, liaison and coordination services. We also assist these or other publicly traded companies that are listed on the national security exchanges or on OTCQX and OTCQB with maintaining continuing eligibility requirements and compliance with those listing rules, regulations, or standards, as applicable. While our clients are currently businesses located in Hong Kong, we intend to expand the distribution of our services into mainland China as opportunities permit.

Results of Operations

~~Results of~~Three ~~operations~~months ~~for~~ended ~~the~~March 31, ~~three~~2026 ~~and~~compared ~~six~~to three months ended ~~December~~ March 31, 2025 ~~and 2024.~~

Revenues, Cost of Revenue and Gross Profit

For the three ~~and six~~ months ended ~~December~~ March 31, ~~2025~~2026 and ~~2024~~2025, the Company did not have any revenue income, cost of revenues or gross profit.

Cost of Revenue and Gross Profit

For the three and six months ended December 31, 2025 and 2024, the Company did not have any cost of revenues and gross profit.

General and administrative expenses

For the three months ended ~~December~~ March 31, ~~2025~~2026, the Company ~~had~~incurred general and administrative expenses in the total amount of $1715,~~166~~838 ~~which~~(including ~~comprised~~audit fee of ~~audit~~$5,000, $2,013 filing fee , bank charges of $52, secretary fee of $700, stock transfer agent fee of $297, computer & software expenses of $861, business registration fee of $915 and legal fee of $6,000), compared to general and administrative expenses in the amount of $18,975 for the same period ended March 31, 2025 (including audit fees of $5,000, filing ~~fee~~fees of $2,~~202~~000, stock transfer agent fees of $297, bank charges of $~~114~~122, secretary fee of $3,~~360~~910, ~~stock~~computer ~~transfer~~& ~~agent~~software ~~fee~~expenses of $~~297~~1,646 and legal ~~fee~~fees of $6,~~193~~000). The decrease was primary due to the secretary fees for annual license and registered office for 2025 were incurred in the quarter ended December 31, 2025 while those for 2024 were incurred in the quarter ended January 2025.

For the three months ended December 31, 2024, the Company had general and administrative expenses of $15,799 which comprised of audit fee of $4,800, filing fee of $1,890, stock transfer agent fee of $446, escrow agent fee of $2,500, bank charges of $163 and legal fee of $6,000.

For the six months ended December 31, 2025, the Company had general and administrative expenses of $33,140 which comprised of audit fee of $11,023, filing fee of $4,185, stock transfer agent fee of $743, secretary fee of $3,360, bank account opening expenses of $828, foreign exchange loss of $5, bank charges of $229 and legal fee of $12,767.

For the six months ended December 31, 2024, the Company had general and administrative expenses of $31,450 which comprised of audit fee of $12,226, filing fee of $3,761, stock transfer agent fee of $743, escrow agent fee of $2,500, bank charges of $220 and legal fee of $12,000.

Tax expense

For the three and ~~six~~nine months ended ~~December~~ March 31, ~~2025~~2026 and ~~2024~~2025, the Company did not have any tax expense incurred.

Net loss

~~For~~ As a result of the foregoing, out total comprehensive net loss for the three months ended ~~December~~ March 31, ~~2025,~~2026 ~~the~~was ~~Company~~$15,838, ~~had~~compared to a net loss of $1718,~~166,~~975 ~~which~~for ~~was~~the same period ended March 31, 2025, a ~~result~~decrease of $3,137, due to decrease in general and administrative expenses ~~of $17,166~~.

~~For the three months ended December 31, 2024, the Company had a net loss of $15,799, which was a result of general and administrative expenses of $15,799.~~13

~~For~~Nine ~~the six~~ months ended ~~December~~ March 31, ~~2025,~~2026 ~~the~~compared ~~Company~~to ~~had~~nine amonths ~~net~~ended ~~loss of $33~~March 31,~~140,~~ ~~which was a result of general and administrative expenses of $33,140~~2025.

~~For the six months ended December 31~~Revenues, ~~2024,~~Cost ~~the Company had a net loss~~ of ~~$31,450,~~Revenue ~~which was a result of general~~ and ~~administrative~~Gross ~~expenses of $31,450.~~Profit

For the nine months ended March 31, 2026 and 2025, the Company did not have any revenue income, cost of revenue or gross profit.

General and administrative expenses

For the nine months ended March 31, 2026, the Company incurred general and administrative expenses in the total amount of $48,978 (including audit fee of $16,023, filing fee of $6,198, stock transfer agent fee of $1,040, secretary fee of $4,060, bank account opening expenses of $828, foreign exchange loss of $5, bank charges of $281, computer &software expenses of $861, business registration fee of $915 and legal fee of $18,767), compared to the total amount $50,425 for the same period ended March 31, 2025 (including audits fee of $17,226, filing fees of $5,761, stock transfer agent fees of $1,040, escrow agent fees of $2,500, bank charges of $342, secretary fee of $3,910, computer & software expenses of $1,646 and legal fees of $18,000).

Net Loss

For the nine months ended March 31, 2026, the Company had a net loss of $48,978, which was a result of general and administrative expenses of $48,978, compared to a net loss of $50,425 for the same period ended on March 31, 2025, a decrease of $1,447, due to decrease in general and administrative expenses.

Liquidity and Capital Resources

As of ~~December~~ March 31, ~~2025~~2026, we had $1,~~240~~249 of cash, all of which will be used to pay the estimate general and administrative expenses to maintain the Company’s operation. We depend substantially on financing activities to provide us with the liquidity and capital resources, we need to meet our working capital requirements and to make capital investments in connection with ongoing operations. From the Company’s date of incorporation, August 18, 2022 to ~~December~~ March 31, ~~2025~~2026, we have met these requirements through sales of our ordinary shares and contributions from our principal executive officer and director, Sin Yi Cheng. ~~No additional shares were issued regarding the contributions from Sin Yi Cheng.~~

Cash Used in Operating Activities

For the ~~six~~nine months ended ~~December~~ March 31, ~~2025~~2026, net cash used in operating activities was $4258,~~412~~264, which was the result of payment of audit fee of $1116,023, filing fee of $46,~~185~~198, stock transfer agent fee of $~~743~~1,040, secretary fee of $34,~~360~~060, bank account opening expenses of $828, foreign exchange loss of $5, bank charges of $~~229~~281, computer & software expenses of $861, business registration fee of $915, legal fee of $1218,767 and decrease in accrued expenses of $9,~~272~~286.

14For the nine months ended March 31, 2025, net cash used in operating activities was $72,804, which was the result of payment of audit fees of $17,226, filing fees of $5,761, stock transfer agent fees of $1,040, escrow agent fees of $2,500, bank charges of $342, secretary fee of $3,910, computer & software expenses of $1,646 and legal fees of $18,000, decrease in prepaid expenses of $60 and accrued expenses of $22,439.

For the six months ended December 31, 2024, net cash used in operating activities was $47,915, which was the result of payment of audit fee of $12,226, filing fee of $3,761, stock transfer agent fee of $743, escrow agent fee of $2,500, bank charges of $220 and legal fee of $12,000, decrease in prepaid expenses of $60 and increment in accrued expenses of $16,525.

Cash Flows from Investing Activities

For the ~~six~~nine months ended ~~December~~ March 31, ~~2025~~2026 and ~~2024~~2025, the Company did not have any investing activities.

Cash Provided from Financing Activities

For the ~~six~~nine months ended ~~December~~ March 31, ~~2025~~2026, net cash from financing activities was $4358,~~021~~856 which was a result of capital contribution from a shareholder of $4358,~~021~~856, compared to $72,018 for the nine months ended March 31, 2025, which was a result of capital contribution from a shareholder of $72,018. The decrease in the net cash from financing activities in March 31, 2025 was due to decrease in cash demand for general and administrative expenses.

~~For the six months ended December 31, 2024, net cash from financing activities was $53,818 which was a result of capital contribution from a shareholder of $53,818.~~14

Plan of Operations

~~Over the~~We ~~course of the 12 months, we~~ plan to spend a substantial portion of our effort in the promotion of our services to potential clients. We intend to utilize the business network of shareholders, officers, directors and employees to identify potential opportunities.

Our Board of Directors has adopted a policy to pay a referral fee to our shareholders, officers, directors, and employees in the event that we have successfully completed an assignment as either a joint project manager or a sole project manager as a result of receiving a referral from any of these parties. The amount of the referral fee payable by us to any of these parties is determined on a negotiated basis and is in line with that payable to independent consultants, which has a maximum of 15% on our project management fee including both the cash component and stock compensation, if any. If we receive a direct referral from an independent consultant, we either serve the client together as joint project managers, if responsibilities are shared between us, or we act as the sole project manager, if the referring consultant is not involved in the provision of services. The referral fee for each individual project is determined by negotiation and is only payable after the referred assignment is successfully completed. Our directors review these charges periodically and adjust them to enhance our competitiveness under prevailing market conditions. The payment of successful-basis referral fees to our shareholders, officers, directors and employees is designed to serve as an incentive for them to develop our business with a collective effort.

Our estimated costs for the next 12 months will be $80,000. If we fail to raise sufficient capital by conducting offerings of our securities in the future, we will have to explore ~~other~~ financing activities to provide us with the liquidity and capital resources wein ~~need~~order to meet our working capital requirements and to make capital investments in connection with ongoing operations. We cannot give assurance that we are able to secure ~~needed~~the capital needed to support our day-to-day operations. If we do not have sufficient capital to support our day-to-day operations, our shareholders may lose their entire investment in us.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Going Concern Uncertainties

As discussed in the notes to financial statements included in this Quarterly Report, as of ~~December~~ March 31, ~~2025~~2026, the Company had $1,~~240~~249 of cash all of which will be used to pay ~~expenses~~the unpaid amount of the estimated costs of the Company’s securities offerings. ~~The~~If the Company ~~needs~~fails to ~~explore~~raise ~~financing~~sufficient ~~alternatives~~capital in ~~order~~the future, it will have to explore financing activities to provide it with the liquidity and capital resources it needs to meet its working capital requirements and to make capital investments in connection with ongoing operations. The Company cannot give assurance that it will be able to secure the necessary capital when needed. Consequently, the Company raises substantial doubt that it will be able to continue operations as a going concern. The Company’s ability to continue as a going concern is dependent upon its generating cash flow sufficient to fund operations and reducing operating expenses. The Company’s business plans may not be successful in addressing the cash flow issues. If the Company cannot continue as a going concern, its shareholders may lose their entire investment in the Company.

The unaudited condensed consolidated financial statements included herein do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result in the Company not being able to continue as a going concern.

Critical Accounting Estimates

Our financial statements and accompanying notes have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates, judgments, and assumptions that affect reported amounts of assets, liabilities, revenues and expenses. We continually evaluate the accounting policies and estimates used to prepare the financial statements. The estimates are based on historical experience and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management. Certain accounting policies that require significant management estimates and are deemed critical to our results of operations or financial position. Our critical accounting estimates are more fully discussed in Note 3 to our unaudited financial statements contained herein.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable because we are an emerging growth company.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer (our President) and our principal financial officer (our Chief Financial Officer), who are directly involved in the day-to-day operations of the Company, as of ~~December~~March 31, ~~2025~~2026, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”). Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of ~~December~~March 31, ~~2025~~2026 to ensure that information required to be disclosed by us in reports filed or submitted under the Securities Exchange Act were recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that our disclosure controls are effectively designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our principal executive officer and principal financial officer, do not expect that our disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdown can occur because of simple error or mistake. In particular, many of our current processes rely upon manual reviews and processes to ensure that neither human error nor system weakness has resulted in erroneous reporting of financial data. As of ~~December~~March 31, ~~2025~~2026, our disclosure controls and procedures were determined to be effective.

Changes in Internal Control over Financial Reporting

During the period covered by this Quarterly Report, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

1716

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We know of no active or pending legal proceedings against us, nor are we involved as a plaintiff in any proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to us.

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

There were no unregistered sales of equity securities sold during the period covered by this Quarterly Report.

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosure.

Not applicable.

Item 5. Other Information.

Rule 10b5-1 Trading Arrangements and Non-Rule 10b5-1 Trading Arrangements

During the three months ended ~~December~~March 31, ~~2025~~2026, no director or officer of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits.

Exhibit No.		Description
31.1*		Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
31.2*		Rule 13a-14(a)/15d-14(a) Certification of Principal Financial and Accounting Officer
32.1*		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Link base Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Link base Document
101.LAB*		Inline XBRL Taxonomy Extension Label Link base Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Link base Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 11, 2026	By:	/s/ Sin Yi Cheng
Date: May 14, 2026	By:	/s/ Sin Yi Cheng
		Sin Yi Cheng
		President and Director (Principal Executive Officer)
Date: February 11, 2026	By:	/s/ Ka Ki Wong
Date: May 14, 2026	By:	/s/ Ka Ki Wong
		Ka Ki Wong
		Chief Financial Officer (Principal Financial and Accounting Officer)

Schedule of exchange rates used to translate amounts

December 31,

Balance sheet items, except for ordinary shares, additional paid-in capital and retained earnings, as of period end

US$1=HK$7.~~7837~~8387

US$1=HK$7.8496

Filing Compare · Protopia Global Holdings Inc.