EvoAir Holdings Inc.

EvoAir Holdings Inc. operates in the global air-conditioning industry, a market characterized by growing cooling demand and increasing regulatory focus on energy efficiency and climate impact. Approximately 2 billion ¹ air conditioning units operate worldwide, a figure projected to reach 5.6 billion ² units by 2050. Global air conditioner demand in 2024 is estimated at 131,638 thousand ³ units, representing 106% ⁴ of 2023 world demand. China represents the largest market, with demand estimated at 49.726 million ⁵ units, accounting for 38% ⁶ of world demand, followed by Asia excluding Japan and China at 25.249 million ⁷ units, North America at 19.199 million ⁸ units, Japan at 10.187 million ⁹ units, Europe at 9.533 million ¹⁰ units, and Latin America at 7.325 million ¹¹ units. In 2025, approximately 139 million ¹² units were sold globally, of which approximately 87% ¹³ were residential and approximately 13% ¹⁴ were commercial. The residential air conditioner CAGR from 2019 to 2025 was approximately 2.98% ¹⁵ and commercial was approximately 4.59% ¹⁶. China accounted for approximately 41% ¹⁷ of all air conditioner sales. North America had the highest CAGR at approximately 5.65% ¹⁸ from 2019 to 2025, followed by the Middle East at approximately 4.88% ¹⁹. Air conditioners consume approximately 2,000 terawatt hours ²⁰ of electricity annually, with almost 20% ²¹ of all electricity used in buildings for cooling, accounting for 14% ²² of average peak residential electricity demand globally. Of the 2.8 billion ²³ people living in the hottest parts of the world, only 8% ²⁴ currently own air-conditioning units compared to approximately 90% ²⁵ ownership in the United States and Japan. By 2050, India, China and Indonesia may account for 50% ²⁶ of projected growth in energy use for space cooling. Carbon dioxide emissions from cooling systems have tripled since 1990 to 1,130 million tons ²⁷ in 2016. The Kigali Amendment to the Montreal Protocol entered into force on 1 January 2019 ²⁸, phasing down high global warming potential hydrofluorocarbons. Under the Efficient Cooling Scenario, cooling-related energy demand could be reduced to 3,400 terawatts ²⁹ in 2050 compared to 6,200 terawatts ³⁰ if efficiency remained at current levels, a 45% ³¹ reduction representing 2,800 terawatts ³² that could reduce carbon dioxide emissions by 1,582 megatons ³³ annually, with cumulative infrastructure, fuel and operating costs savings of $2.9 trillion ³⁴ from 2017 to 2050.

The air-conditioning and air purifying industry in Asia is highly competitive, with competition including several multinational, regional and local companies. The largest players include Daikin Industries, Gree Electric, Trane Technologies, Johnson Controls, Lennox International, Midea Group and Mitsubishi Electric. Sales depend on price, product availability, delivery schedule, product performance, product line breadth, brand reputation, design, technical expertise and service. EvoAir competes on its proprietary heat emission control system technology, eco-friendly positioning, and energy efficiency advantages. The EvoAir hybrid air-conditioning system reduces energy consumption by at least 20% ³⁵ compared to conventional air-conditioning units and utilizes R32 refrigerant, which is 9% ³⁶ lower in density than R410A while maintaining approximately 43-50% ³⁷ higher latent heat vaporization and approximately 41% ³⁸ higher thermal conductivity. The system design allows for a further reduction in refrigerant use of at least 30% ³⁹ compared to conventional systems. The EvoAir hybrid air-conditioning system was awarded SGS International Certification in 2021 ⁴⁰. The company's e-Cond EVO portable air-conditioner reduces output air temperature by approximately 30% ⁴¹ while achieving optimal cooling performance of approximately 25 to 28 degrees Celsius ⁴². The EvoAir system turns waste heat into cool and moisturised air at approximately 26°C to 32°C ⁴³ with humidity of ±60% ⁴⁴.

EvoAir generates revenue through the research and development, manufacturing, trading, and sale of eco-friendly HVAC products and related services in Asia. The company's product offerings are organized into two primary pillars: Proprietary Brand (EvoAir™) and Strategic Enterprise Frameworks. Revenue streams include retail distribution and dealerships, commercial, industrial, and institutional integrated solutions, original design manufacturing and private labeling, and technology licensing. The company manufactures its Coolpressor products under its EvoAir™ brand at its manufacturing facility in Malaysia, operated through its subsidiary EvoAir Manufacturing, and collaborates with original equipment manufacturers to produce air-conditioning indoor units and eco-friendly portable air-conditioning systems under its e-Cond EVO™ brand. The company also provides retrofitting services to commercial customers, replacing outdoor condensing units with patent-pending HECS technology, and customization services including corrosion-resistant solutions, customized portable air conditioning units, customized heat exchanger systems, and application-specific modifications. The company's footprint spans Malaysia, Singapore, and Thailand, and in March 2026 ⁴⁵, it executed a Master Distributor Agreement establishing presence in the United States.

The company's core product, EvoAir™, is a first-of-its-kind eco-friendly air-conditioner with granted patent or utility model/patent or utility model pending heat emission control system proprietary technology. The EvoAir™ hybrid air-conditioners were launched in 2021 ⁴⁶. Residential units range from 1.0 HP to 2.5 HP ⁴⁷, with indoor units of wall mounted and ceiling cassette options available, supplied by 220-240V ⁴⁸, single phase and 50Hz ⁴⁹ of power supply, using R32 as refrigerant. The dimension size for outdoor unit is 925mm x 355mm x 685mm ⁵⁰. Commercial units range from 5HP to 25HP ⁵¹, using 3 phase power supply and R410A as refrigerant charge. The e-Cond EVO™ portable air-conditioner was first invented in 2017 ⁵² and markets two models: the Super King and the Outdoor King. The company also offers air purifier products under its e-Cond Life brand, which act as environmental disinfecting solutions for air sanitization. The e-Cond Life sanitizer system has been certified under the IECEE CB Scheme, while the INCU ionic nano copper solution used by the system has been certified by NSF International (USA) to be compliant with NSF/ANSI60 standards. The company has also obtained safety test reports from TUV SUD in Singapore and ICAS Shanghai for Cytotoxicity Testing. The company has introduced Ionic Nano Copper Zinc (INCZN), a new product developed for airborne sanitization through copper and zinc-based diffusion, and has launched an INCZN health supplement product.

During the fiscal year, the company ceased commercial operations of WKL EcoEarth Indochina on May 31, 2026 ⁵³ as part of efforts to streamline international operations and reduce administrative costs. Applications for permanent closure and deregistration were submitted to the Cambodian General Department of Taxation and the Accounting and Auditing Regulator on June 6, 2026 ⁵⁴ and June 29, 2026 ⁵⁵, respectively. On February 6, 2026 ⁵⁶, WKL Eco Earth Holdings increased its investment in WKL Guanzhe Green Technology Guangzhou Co Ltd by injecting an additional RMB1,500,000 ⁵⁷ into its registered capital, increasing its equity interest to 66.67% ⁵⁸. On August 14, 2024 ⁵⁹, WKL Eco Earth Holdings increased its investment in WKL Guanzhe by injecting an additional RMB2,000,000 ⁶⁰, increasing its equity interest to 62.5% ⁶¹. On November 25, 2024 ⁶², the company issued 679,516 ⁶³ shares of Common Stock, representing 2.5% ⁶⁴ of issued and outstanding shares, to certain consultants for services in relation to proposed initial public offering, and issued 815,419 ⁶⁵ shares, representing 3.0% ⁶⁶ of issued and outstanding shares, for consulting services. On April 12, 2024 ⁶⁷, the board unanimously resolved to effect a reverse stock split at a ratio of 1-for-4 ⁶⁸, and on September 9, 2024 ⁶⁹, the company filed a Certificate of Amendment to effect the reverse stock split, with an effective time of 9:00AM Eastern Time on September 11, 2024 ⁷⁰. The number of outstanding shares was reduced from 102,742,362 ⁷¹ shares to 25,685,591 ⁷² shares, and following rounding up of fractional shares, an additional 105 ⁷³ shares were issued, resulting in 25,685,696 ⁷⁴ shares issued and outstanding immediately following the Reverse Stock Split.

For the fiscal year ended August 31, 2026, the company incurred a net loss of $4,351,484 ⁷⁵, compared to a net loss of $14,968,005 ⁷⁶ for the fiscal year ended August 31, 2025. As of August 31, 2026, the company had an accumulated deficit of $58,123,258 ⁷⁷. The company had 27,180,631 ⁷⁸ shares of Common Stock issued and outstanding as of October 14, 2026. The aggregate market value of common stock held by non-affiliates of 14,157,772 ⁷⁹ shares computed by reference to the closing price of $23.00 ⁸⁰ as of February 27, 2026 ⁸¹ was approximately $325,628,756 ⁸². The company has approximately 22 ⁸³ employees, 20 ⁸⁴ of whom are full-time and 2 ⁸⁵ of whom are part-time, located in Malaysia, Singapore and China.

The Group intends to continue development of its hybrid air-conditioning products to further increase its product offerings and expand its client base, especially with commercial and industrial clients. The Group plans to expand its distribution into other South East Asia markets, China and Asia markets, which have high potential demand for air-conditioning as their population GDP increases. The Group aims to continue innovation through investment into research and development to further improve on its product lines, reduce its carbon emissions as it strives to become a leader in HVAC green inventions. The Group is expanding usage and application of its INCU Technology into more sectors and markets, and aims to expand its commercial and industrial customer base, as well as partake in public sanitation projects. In terms of sanitation products, the company aims to expand into personal healthcare products such as formulated toiletries cleansers incorporating the INCU ionic nano copper solution as an active ingredient. The Group has launched an INCZN health supplement product and is partnering with OEM to manufacture the supplements, and is also expanding into the health and functional wellness product segment, including the development of botanical-based beverages and functional drinks formulated with natural ingredients aimed at supporting daily wellness and preventive self-care.

A key component of the company's strategy is to enter into and expand into new markets with high demand for HVAC. The Group intends to replicate its model, continue development of its product line and expand into other Southeast Asian countries and the Chinese market, with possible expansion into the Middle East, Indonesia and India in the future. A core milestone in the global deployment of proprietary brand lines is the Group's commercial entry into the North American market. In March 2026 , the company executed a milestone Master Distributor Agreement with an established regional distribution partner, establishing its presence in the United States. The Group's commercialization strategy incorporates specialized frameworks designed to leverage third-party manufacturing and market infrastructure, including Original Design Manufacturing and Private Labeling, where the company stands ready to design, manufacture, and supply advanced HVAC solutions under private labels for third-party brand names seeking to expand their eco-friendly product suites. As a key component of its long-term scalability model, the Group intends to license its proprietary granted patents and pending utility models directly to external brands, allowing partner brands to incorporate eco-friendly technologies into their own HVAC product lines, expanding global footprint by leveraging their existing internal manufacturing capabilities and distribution networks.

The Group also advocates the importance of promoting environmentally friendly technology and creating awareness to the public to play a part in protecting the environment as well as creating synergy with the Group's products and brand image. On 5 May 2023 ⁸⁶, the Company launched 'Cool the Earth Day' which marks the birth of the environmental movement for HVAC industry. In 2023 ⁸⁷, the Group collaborated with a university in Malaysia to study the effect of heat generated by outdoor condensing unit of traditional air-conditioning system towards surrounding environment, by studying the effects of air conditioning system on plant growth in a green-house setting. The study concludes that air produced by EvoAir™ outdoor condensing unit, Coolpressor, is lower in temperature and is more environmental friendly and favourable for the growth of green planted compared to hot air produced by conventional air-conditioner outdoor condensing unit. The Group looks to continue embracing such promotions and is committed to creating awareness and promoting environmental sustainability. The company envisions becoming an international player in HVAC sector focusing on environmental, social, governance efforts and initiatives in the future.

The company is actively pursuing plans to raise additional funding to support operations and business expansion. This includes preparations to uplist on the Nasdaq Capital Market, which is expected to enhance access to capital and further strengthen the Company's financial position. Management has developed a strategic plan focused on the continued development and expansion of its HVAC business. Key initiatives include expansion of product offerings to broaden the range of HVAC products to meet diverse market needs, geographical expansion to penetrate new markets to drive revenue growth, revenue diversification to expand customer segments across retail, commercial, industrial, and project-based clients, as well as private label and licensing opportunities, and achieving profitability through economies of scale through operational efficiencies and growth. There can be no assurance that these initiatives will be successful, that the company will generate sufficient revenues or positive operating cash flows, or that additional financing will be available on acceptable terms, or at all.

The Group manufactures its Coolpressor products under its EvoAir™ brand at its manufacturing facility in Malaysia, operated through its subsidiary, EvoAir Manufacturing. In addition, the Group collaborates with original equipment manufacturers to produce air-conditioning indoor units (blowers) that complement its EvoAir™ Coolpressor, as well as eco-friendly portable air-conditioning systems marketed under its e-Cond EVO™ brand. The Group's manufacturing operations in Malaysia, together with its OEM partnerships, provide flexibility in production capacity and supply chain management to meet market demand across different regions. The Group's reliance on suppliers and commodity markets to secure components and raw materials (such as copper and steel as well as INCU ionic copper solution), and on service providers to deliver its products, exposes it to volatility in the prices and availability of these materials and services. The company uses various strategies to lock in prices of expected purchases of certain raw materials; however, these efforts could cause it to pay higher prices for a commodity when compared with the market price at the time the commodity is actually purchased or delivered.

The company's business and financial performance depend on continued and substantial investments in its information technology infrastructure. The efficient operation of the business requires continued and substantial investments in information technology infrastructure systems. The failure to design, develop and implement new IT technology infrastructure systems in an effective and timely manner or to maintain existing systems could divert management's attention and resources. The company's information systems may also become obsolete because of inadequate investments, requiring an unplanned transition to a new platform that could be time consuming, costly, and damaging to its competitive position and could require additional management attention. The company continues to make investments and adopt measures to enhance its protection, detection, response and recovery capabilities, and to mitigate potential risks to its technology, products, services, operations and confidential data.

The company faces risks related to its ability to continue to innovate, meet evolving market trends, adapt to changing customer demands and maintain its culture of innovation. The ongoing success of the business depends on the ability to continue to introduce innovative eco-friendly HVAC products to meet evolving market trends and satisfy changing customer demands. The company must continue to adapt by innovating, improving its products and modifying its strategies, which could cause it to incur substantial costs. The company may not be able to continue to innovate or adapt to changing market and customer needs in a timely and cost-effective manner, if at all. This could adversely impact the ability to expand its ecosystem and grow its business. Failure to develop new products to meet evolving market demands through innovation could cause the company to lose current and potential customers and harm its operating results and financial condition.

The company faces risks related to climate change and regulations associated with climate change. The effects of climate change, including extreme weather conditions, create financial risks to the business. The effects of climate change could disrupt operations by impacting the availability and cost of materials and by increasing insurance and other operating costs. The effects of climate change also may impact decisions to construct new facilities or maintain existing facilities in the areas most prone to physical risks, which could similarly increase operating and material costs. The company could also face indirect financial risks passing through the supply chain that could result in higher prices for its products and the resources needed to produce them. Increased public awareness and concern about climate change will likely continue to generate more international, regional and/or national concerns and result in the implementation of further requirements and restrictions at international, regional and/or national level to curtail the use of high global warming potential refrigerants (which are essential to many of the company's products), encourage increase in building energy efficiency, and cause a shift away from the use of fossil fuels as an energy source. While the company's products are focused on being eco-friendly, these requirements may render some of the existing technology, particularly some products that require refrigerant use, non-compliant or obsolete.

EvoAir Holdings faces substantial doubt about its ability to continue as a going concern, having incurred a net loss of $4,351,484 for the fiscal year ended August 31, 2026, and a net loss of $14,968,005 for the fiscal year ended August 31, 2025, with an accumulated deficit of $58,123,258 as of August 31, 2026. The company needs to raise additional capital to continue normal and planned operations, and there can be no assurance that additional financing will be available on acceptable terms, or at all. The air-conditioning and air purifying industry in Asia is highly competitive, with competition from multinational, regional and local companies including Daikin Industries, Gree Electric, Trane Technologies, Johnson Controls, Lennox International, Midea Group and Mitsubishi Electric. Increased competition may lead to loss of market share, increased difficulty in launching new service offerings, reduction in revenue or increase in loss. The company depends on its intellectual property, including numerous patents, trademarks, proprietary technology, technical data, business processes and other confidential information, and cannot be sure that pending patent applications will result in the issuance of patents, that patents issued to or licensed by it in the past or in the future will not be challenged or circumvented by competitors, or that these patents will be found to be valid or sufficiently broad to preclude competitors from introducing technologies similar to those covered by its patents and patent applications. The company is in the process of winding down operations in Cambodia, which will take time and/or create financial risks. If the formal dissolution process is prolonged, this could result in higher expenses and litigation or regulatory risks for the company on behalf of WKL EcoEarth Indochina. The company uses a variety of raw materials and supplier-provided parts in its business, and significant shortages, supplier capacity constraints or production disruptions, price increases, or tariffs could increase operating costs and adversely impact the competitive positions of its products. The company's reliance on suppliers and commodity markets to secure components and raw materials (such as copper and steel as well as INCU ionic copper solution), and on service providers to deliver its products, exposes it to volatility in the prices and availability of these materials and services.

Management's message to shareholders emphasizes the company's commitment to becoming a leader in HVAC green inventions through continued investment in research and development, geographical expansion, and revenue diversification. The company has developed a strategic plan focused on the continued development and expansion of its HVAC business, with key initiatives including broadening the range of HVAC products to meet diverse market needs, penetrating new markets to drive revenue growth, expanding customer segments across retail, commercial, industrial, and project-based clients, as well as private label and licensing opportunities, and achieving economies of scale through operational efficiencies and growth. Management acknowledges substantial doubt about the company's ability to continue as a going concern, noting that for the fiscal years ended August 31, 2026 and August 31, 2025, the company incurred a net loss of $4,351,484 and $14,968,005 respectively, and as of August 31, 2026, had an accumulated deficit of $58,123,258 . The company is actively pursuing plans to raise additional funding to support operations and business expansion, including preparations to uplist on the Nasdaq Capital Market, which is expected to enhance access to capital and further strengthen the company's financial position. Management's strategic priorities for the period ahead center on three themes: continued innovation in eco-friendly HVAC products to expand the product line and client base, particularly with commercial and industrial clients; geographical expansion into new markets with high demand for HVAC, including the commercial entry into the North American market through the Master Distributor Agreement executed in March 2026 ; and revenue diversification through expansion into health and functional wellness products, private label and licensing opportunities, and public sanitation projects. The company also emphasizes its mission of promoting environmentally friendly technology through initiatives such as 'Cool the Earth Day' launched on 5 May 2023 , and its vision to become an international player in the HVAC sector focusing on environmental, social, governance efforts and initiatives.