Click Holdings Ltd.

Click Holdings Limited operates in the human resources and staffing industry in Hong Kong, a market the company characterizes as highly fragmented with a multitude of competitors offering talent sourcing, staff placement and outsourcing services. Barriers to entry are relatively low, leading to a diverse landscape of market participants operating at varying scales based on financial resources and cash flow capacities, especially considering the significant amounts of working capital typically required for temporary worker payroll in contract staffing services. The company's primary market is Hong Kong, and its diverse clientele includes accounting and professional firms, Hong Kong listed companies, nursing homes, individual patients, logistics companies and warehouses. The company positions itself as a fast-growing human resources solutions provider based in Hong Kong, aiming to match its clients' human resources shortfall through its proprietary AI-empowered talent pool by one click.

The company differentiates itself by delivering highly qualified candidates precisely tailored to and well matched for each position, nurturing and maintaining outstanding client relationships and promptly addressing client needs. To ensure the delivery of quality talents to customers, the company rigorously conducts professional reference checks and meticulously scrutinizes candidates' work histories and backgrounds. In general, the company prioritizes service quality over pricing as a competitive factor, though during sluggish hiring periods competitive pressures may influence pricing dynamics and the company states it is adept at maintaining competitive pricing strategies in such situations. The company's competitors include sole-proprietorship operations and local or regional firms, and several of its competitors have greater financial and marketing resources than the company does. New and existing competitors are aided by technology, and the market has low barriers to entry, with internet employment sites expanding a company's ability to find workers without the help of traditional agencies. Free social networking sites such as LinkedIn and Facebook are also becoming a common way for recruiters and employees to connect without the assistance of a staffing company.

Click Holdings generates revenue by providing human resources solutions across three service categories: professional solution services, nursing solution services, and logistics and other solution services. The company primarily focuses on talent sourcing and the provision of temporary and permanent personnel to customers, specializing primarily in placing professional accountants and company secretaries, registered nurses and healthcare workers as well as other blue-collar workers, for direct hire and contract staffing roles. The company does not enter into long-term service contracts with the majority of its clients, including both individual clients and institutional clients; instead it utilizes a standard term sheet outlining material terms including charge-out rates, extra charges and disbursements for special deployment such as emergencies, arrangements for typhoon and public holidays, payment methods as well as charges for late payments and cancellations. The standard term sheet includes provisions prohibiting clients from offering opportunities or engaging, directly or indirectly, personnel placed by the company for same or similar services for six months following their last service day introduced by the company, with liability for any losses or damages incurred by the company if breached. All of the personnel registered with the company in the talent pool are independent contractors and operate in a self-employed capacity, with no employment relationship between the company and the personnel registered with it, and each individual registered signs an independent contractor contract. As of the date of the Annual Report, there were over 25,000 personnel registered with the company ¹. The company has not experienced, and does not expect to experience, any seasonal fluctuations in the results of operations for its services.

Professional solution services generated revenue of HKD 35,994,751 ² for the year ended June 30, 2026, compared to HKD 17,289,597 ³ for the year ended June 30, 2025 and HKD 15,622,419 ⁴ for the year ended December 31, 2023. This segment employs a group of qualified accountants and finance experts to provide outsourcing services and consulting services including the secondment of senior executives such as chief financial officers and company secretaries to perform compliance, financial reporting and financial management functions for customers; the provision of accounting and audit professionals to perform audit work under the instruction of Certified Public Accountant firms; and the provision of corporate finance experts to assist in drafting of documents including circulars, announcements and others for Hong Kong listed companies and listing documents for private companies planning to go public. The professional solution service team is employed by the company directly and numbered 10 ⁵ as of June 30, 2026, up from 5 ⁶ as of June 30, 2025 and 6 ⁷ as of December 31, 2023.

Nursing solution services generated revenue of HKD 56,831,363 ⁸ for the year ended June 30, 2026, compared to HKD 34,959,797 ⁹ for the year ended June 30, 2025 and HKD 13,804,675 ¹⁰ for the year ended December 31, 2023. This segment provides talent sourcing services tailored to nursing home clients, addressing the persistent issue of understaffing, particularly concerning positions such as registered nurses and healthcare workers. The company provides human resources solutions to social service organizations and nursing homes by matching both temporary and permanent vacancies with candidates in its extensive talent pool, and also caters to individual clients seeking healthcare professionals and nurses for intensive care and personalized support. Logistics and other solution services generated revenue of HKD 42,407,349 ¹¹ for the year ended June 30, 2026, compared to HKD 31,299,498 ¹² for the year ended June 30, 2025 and HKD 14,698,534 ¹³ for the year ended December 31, 2023. This segment provides human resources solutions by matching workers such as packaging staff and movers from the talent pool with both temporary and permanent vacancies offered by logistics companies, warehouses and e-commerce related companies in Hong Kong, and also serves companies in the marketing and event management industry by providing short term workers, promoters and/or cashiers for job positions relevant to temporary or short-term events and/or pop up stores.

During the period, the company completed several significant corporate and operational developments. On October 10, 2024, the company completed its initial public offering in which it issued and sold an aggregate of 1,400,000 Shares ¹⁴, at a price of US$4.00 per share ¹⁵, for gross proceeds of approximately US$5.6 million ¹⁶, before deducting commissions, expense allowance and expenses. On April 3, 2025, the company completed a public offering in which it issued and sold an aggregate of 13,800,000 Shares ¹⁷ at a price of US$0.6 per share ¹⁸, for gross proceeds of approximately US$8.28 million ¹⁹, before deducting placement agent fees and other offering expenses. On October 7, 2025, the company announced the approval of the proposed 1-for-30 share consolidation of the Class A Ordinary Shares and Class B Ordinary Shares of no par value each, and on October 10, 2025, the Share Consolidation became effective. As of the date of the Annual Report, the company is authorized to issue 15,000,000 Class A Ordinary Shares ²⁰ with no par value each and 1,666,667 Class B Ordinary Shares ²¹ with no par value each, and the total number of Ordinary Shares outstanding is 8,563,033 ²², comprising 7,435,986 Class A Ordinary Shares ²³ and 1,127,047 Class B Ordinary Shares ²⁴. The company also acquired Bowser Human Resources Limited, Top Team Consultants Limited, and Axiom Digital Limited during the period, and incorporated Top Spin Investment Company Limited on February 20, 2025 under the laws of the BVI as an investment holding company, 100% owned by Click Holdings.

Total revenue for the year ended June 30, 2026 was HKD 135,233,463 ²⁵, compared to HKD 83,548,892 ²⁶ for the year ended June 30, 2025 and HKD 44,125,628 ²⁷ for the year ended December 31, 2023. The company reported a net loss for the year ended June 30, 2026, and for the year ended June 30, 2025 the company had net cash outflow from operating activities of approximately HK$6.0 million ²⁸, primarily arising from its net loss adjusted for changes in working capital, while for the year ended June 30, 2026 the company had net cash outflow from operating activities of approximately US$0.4 million ²⁹, primarily arising from the change of fair value of financial asset. The company's total borrowings were approximately nil and nil as of June 30, 2025 and 2026, respectively, and as of the date of the Annual Report the company did not have any banking facilities. As of June 30, 2025 and 2026, the company had accounts receivable of approximately HK$18.2 million ³⁰ and HK$26.3 million ³¹, respectively. Revenue from the top five customers accounted for 51.6% ³², 42.2% ³³ and 37.4% ³⁴ of total revenue for the year ended December 31, 2023 and the years ended June 30, 2025 and 2026, respectively.

The company's growth strategy centers on expanding its human resources solutions across its three service categories in Hong Kong. The company aims to match its clients' human resources shortfall through its proprietary AI-empowered talent pool by one click, and it maintains an active presence on its corporate website for internet postings and manages a comprehensive database of applicant skills to facilitate precise matching with job openings and contract assignments. The company markets its services to prospective clients primarily through cross selling to existing clients through its professional solution service team, utilizing the internet, corporate website, and digital direct mail campaigns, participating in trade shows, showcasing booths and engaging with chambers of commerce and other business organizations, and conducting telephone marketing through its business development managers. The company has a sales and marketing network to promote its services to customers and source business opportunities from potential customers, and its customer service and marketing team is responsible for information collection, marketing and sales activities and customer services.

The company may pursue acquisitions to increase its market penetration, enter new geographic markets and expand the scope of services it provides. The company cannot guarantee it will identify suitable acquisition candidates, that acquisitions will be completed on acceptable terms or that it will be able to integrate successfully the operations of any acquired business into its existing business. The acquisitions could be of significant size and involve operations in multiple jurisdictions. The acquisition and integration of another business would divert management attention from other business activities, and this diversion, together with other difficulties the company may incur in integrating an acquired business, could have a material adverse effect on its business, financial condition and results of operations. The company may borrow money or issue capital stock to finance acquisitions, and such borrowings might not be available on terms as favorable to the company as its current borrowing terms and may increase its leverage, and the issuance of capital stock could dilute the interests of its stockholders. Currently, the company is not contemplating the acquisition of any specific entity.

The company's talent sourcing effectiveness is dependent on its ability to recruit and retain the talent pool through adept sourcing and retention of qualified candidates. Prospective candidates are generally recruited through job postings and electronically outreach tools as well as through telephone communication initiated by its business development managers, and candidates could also register with the company through its online registration platform. The company's standard procedure involves thorough screening, interviewing and, in many cases, background checks for all applicants presented to its clients. The company is required to continually evaluate its base of available qualified personnel to keep pace with changing customer needs, and competition for individuals with proven professional skills is intense, with demand for these individuals expected to remain strong for the foreseeable future.

The company's margin and cost outlook is shaped by its working capital requirements and the nature of its business. The company requires significant amounts of working capital to operate its business, often has high receivables from customers, and as a human resources and staffing company is prone to cash flow imbalances because it has to fund payroll payments to temporary workers before receiving payments from clients for its services. Cash flow imbalances also occur because the company must pay temporary workers even when it has not been paid by its customers. The company derives working capital for its operations through cash generated by its operating activities and borrowings under its debt instruments, and the amount it is entitled to borrow under its debt instruments is calculated monthly based on the aggregate value of certain eligible trade accounts receivable generated from its operations, which are affected by financial, business, economic and other factors, as well as by the daily timing of cash collections and cash outflows. The aggregate value of eligible accounts receivable may not be adequate to allow for borrowings for other corporate purposes, such as capital expenditures or growth opportunities, which could reduce the company's ability to react to changes in the market or industry conditions.

The company's operational outlook depends on the reliability of computer systems maintained by it and its outsourcing vendors to operate efficiently and reliably at all times. Certain emergencies or contingencies could occur, such as a natural disaster or a significant power outage, which could temporarily shut down the company's facilities and computer systems. The company's cybersecurity measures may not detect, prevent or control all attempts to compromise its systems, including distributed denial-of-service attacks, viruses, Trojan horses, malicious software, break-ins, phishing attacks, third-party manipulation, security breaches, employee misconduct or negligence or other attacks, risks, data leakage and similar disruptions that may jeopardize the security of data stored in and transmitted by its systems or that it otherwise maintains. If the technological and operational platforms and capabilities become outdated, the company will be at a disadvantage when competing with its competitors, and failure to back up data and information in a timely manner may cause material disruption of its business operation.

The company's capital allocation priorities are focused on maintaining sufficient working capital to fund payroll of placements filled by it before corresponding payments from clients. The company may rely on bank loans to finance its operations, if necessary, and its total borrowings were approximately nil and nil as of June 30, 2025 and 2026, respectively. As of the date of the Annual Report, the company did not have any banking facilities. The company's ability to obtain adequate financing on terms which are acceptable to it depends on a number of factors such as its financial strength, its creditworthiness and its prospects, and other factors that are beyond its control, including general economic, industry, liquidity and political conditions, the terms on which financial institutions are willing to extend credit to it, central bank's policy rates and cash reserve requirements for banks, and the availability of other sources of debt financing or equity financing. There may also be covenants that restrict the company's ability to pay dividends and/or restrict its flexibility in utilizing working capital to react to changes in the business environment.

The company faces structural headwinds including the absence of long-term service contracts with the majority of its clients, which means the company may not be able to forecast with certainty the service level that clients will require from it in a given period. The company may have difficulties identifying suitable healthcare personnel to meet demand in a timely manner, and failure to meet clients' needs may result in loss of clients which will adversely affect its business and financial performance. The company's revenue can vary subject to the hiring needs of its customers from time to time, and its business is significantly affected by customers' hiring needs, which are dependent on a variety of factors including overall economic condition, industry development, and business development of its customers. Customers may reduce or postpone or terminate their recruiting assignments with the company and, therefore, affect demand for its services. Clients may also directly engage the personnel previously referred by the company upon expiry of certain restrictive period as set out in relevant agreements, which may make the company particularly vulnerable to a significant decrease in revenue within a short period of time that could be difficult to quickly replace.

The company is affected by macroeconomic, political, regulatory, social and other factors beyond its control mainly in Hong Kong. Currently, the company has its entire operations in Hong Kong and is affected by macroeconomic factors, such as general economic conditions, population growth, infrastructure development, and market sentiment which are in part influenced by government spending, infrastructure spending, unemployment rates, real disposable income, inflation, recession, stock market performance, interest rate environment, regulatory policies, foreign investment, gross domestic product growth, business sentiment and economic outlook, all of which are beyond its control. Moreover, political and social stability, taxation, price and exchange control regulations, industry laws and regulations in Hong Kong affect the company. There is no assurance that such conditions will not develop in a manner that will have an adverse effect on the company's operations and financial performance. The company's business is conducted in Hong Kong through its operating subsidiaries, and its books and records are reported in Hong Kong dollars, while the financial statements it files with the SEC and provides to its shareholders are presented in U.S. dollars. Since 1983, Hong Kong dollars have been pegged to the U.S. dollars at the rate of approximately HK$7.80 to US$1.00 ³⁵, and changes in the exchange rate between the Hong Kong dollar and U.S. dollar affect the value of the company's assets and the results of its operations in U.S. dollars.

The company faces material risks specific to its business model and financial position. The company has customer concentration, with revenue from its top five customers accounting for 51.6% , 42.2% and 37.4% of total revenue for the year ended December 31, 2023 and the years ended June 30, 2025 and 2026, respectively, and the loss of one or more significant customers could materially adversely affect results of operations. The company requires significant working capital to fund payroll of placements filled by it before corresponding payments from clients, and for the year ended June 30, 2026 it had net cash outflow from operating activities of approximately US$0.4 million , while for the year ended June 30, 2025 it had net cash outflow from operating activities of approximately HK$6.0 million . The company's accounts receivable were approximately HK$18.2 million and HK$26.3 million as of June 30, 2025 and 2026, respectively, exposing it to credit risk of customers, and the company does not have access to all the information necessary to form a comprehensive view on creditworthiness. The company's total borrowings were approximately nil and nil as of June 30, 2025 and 2026, respectively, and as of the date of the Annual Report it did not have any banking facilities, which could limit its ability to finance payroll and temporary cash flow imbalances. The company's operations are entirely in Hong Kong, and it is subject to risks associated with political, economic and social conditions in Hong Kong and China, including the potential for the Chinese government to intervene or influence its operations at any time, and the risk that its securities may be delisted or prohibited from trading if the PCAOB determines that it cannot inspect or investigate completely the company's auditor under the HFCA Act. The company's management team lacks experience in managing a U.S. publicly traded company and complying with laws applicable to such company, and the company has identified that its lack of effective internal controls over financial reporting may affect its ability to accurately report financial results or prevent fraud.

Management's message to shareholders emphasizes the company's position as a fast-growing human resources solutions provider based in Hong Kong, aiming to match its clients' human resources shortfall through its proprietary AI-empowered talent pool by one click. The company's strategic priorities for the period ahead center on expanding its three core service lines—professional solution services, nursing solution services, and logistics and other solution services—while pursuing acquisitions to increase market penetration, enter new geographic markets and expand the scope of services it provides. Management has stated that the company may pursue acquisitions, though it is not currently contemplating the acquisition of any specific entity, and that it may borrow money or issue capital stock to finance acquisitions, which could increase leverage or dilute stockholders. The company completed its initial public offering on October 10, 2024, issuing and selling an aggregate of 1,400,000 Shares at a price of US$4.00 per share for gross proceeds of approximately US$5.6 million , and completed a public offering on April 3, 2025, issuing and selling an aggregate of 13,800,000 Shares at a price of US$0.6 per share for gross proceeds of approximately US$8.28 million . Management also effected a 1-for-30 share consolidation that became effective on October 10, 2025, and as of the date of the Annual Report the company is authorized to issue 15,000,000 Class A Ordinary Shares and 1,666,667 Class B Ordinary Shares , with total Ordinary Shares outstanding of 8,563,033 . The company's growth strategy relies on its ability to recruit and retain qualified candidates, with over 25,000 personnel registered with the company as of the date of the Annual Report, all of whom are independent contractors operating in a self-employed capacity. Management has highlighted that the company's success is substantially dependent on its ability to attract, integrate, manage and retain personnel who possess the skills and experience necessary to fulfill its customers' needs, and that its future success also depends upon its ability to manage the performance of its personnel. The company's management team lacks experience in managing a U.S. publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to U.S. public companies, and prior to the listing of its Class A Ordinary Shares the company was a private company mainly operating its businesses in Hong Kong.