Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information contained in this Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission on April 15, 2025 (the "Form 10-K") and presumes that readers have access to, and will have read, the "Management's Discussion and Analysis of Financial Condition and Results of Operations" and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere in this Form 10-Q.

The following discussion contains certain statements that may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, "Management's Discussion and Analysis of Financial Condition and Results of Operations." These statements are not guaranteed of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form 10K in the section entitled "Risk Factors" for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this quarterly report on Form 10-Q. The following should also be read in conjunction with the unaudited Financial Statements and notes thereto that appear elsewhere in this report.

Company Overview

SEATech Ventures Corp. is a company that operates through its wholly owned subsidiary, SEATech Ventures Corp., a Company registered in Labuan, Malaysia, which in turn owns 100% of SEATech Ventures (HK) Limited, the operating Hong Kong Company which is described below. The purpose of SEATech Ventures Corp. Labuan, Malaysia is to act as a holding company.

The purpose of SEATech Ventures (HK) Limited is to become the current regional hub for business activities and to engage in operational functions. SEATech Ventures (HK) Limited owns 100% of SEATech CVC Sdn. Bhd. (F.K.A. SEATech Bigorange CVC Sdn. Bhd.) and 100% of SEATech Ventures Sdn. Bhd., which are incorporated in Malaysia, as part of the business development initiative.

At present, our physical office is in B-23A-02, G-Vestor Tower, Pavilion Embassy, 200, Jalan Ampang, 50450 Kuala Lumpur, Malaysia.

SEATech Ventures Corp. group of companies business activities is that of providing business mentoring services, nurturing and incubation services relating to client businesses and corporate development advisory services to entrepreneurs in the broader technology industry, but with a specific focus on the information and communication technology industry. We will, focus our efforts on nurturing ICT entrepreneurs in Asia. Our advisory services will center on our "ICT Start-Up Mentorship Program", which is designed to assist tech-based entrepreneurs in solving ICT industry pain points caused by technical insufficiencies, inappropriate financial modelling and weak strategic positioning Our advisory services aim to improve the technical exposure of our clients and to improve their sustainability in the ICT industry community through a combination of mentorship programs.

As part of our expansion plan, on September 20, 2022 Greenpro Capital Corp. (NASDAQ: GRNQ) appointed SEATech Ventures (HK) Limited as a listing sponsor to engage potential token issuers to list on Green-X, the World's first Shariah-Compliant ESG (environment, social and governance) Digital Asset Exchange ("DAX") in Labuan, Malaysia. According to global consulting firm BCG, the asset tokenization market will grow 50 times from US$310 billion in this year, to US$16.1 trillion by 2030, driven by demand from a wide range of investors for greater access to private markets (Source: World Economic Forum - Global Agenda Council, BCG Analysis). As a DAX listing sponsor, SEATech Ventures (HK) Limited focus on digital/physical asset-backed companies in the STO (security token offering) listing on Green-X.

As part of Company development, on June 12, 2025, Mr. Chin Chee Seong, Mr. Tan See Meng, and Mr. Cheah Kok Hoong tendered resignation from all their positions in the Company to the Board, and on the same date the Board appointed new management namely Mr. Lee Marcus Sherray as Chief Executive Officer, President, Director and Chairperson of the Board of Directors and Mr. Loke Sebastian Mun Foo as Chief Financial Officer, Treasurer, Director and Secretary. The changes have been reflected in Form 8-K filed on June 12, 2025.

Results of Operation

For the three months and nine months ended September 30, 2025 and 2024

Revenue

The Company has not generated any revenue for the three months and nine months ended September 30, 2025 and 2024. The Company intended to generate income from provision of business mentoring, nurturing and incubation services relating to client businesses and corporate development advisory services. The lack of change in revenue is because the Company did not perform any business activities during the three months and nine months ended September 30, 2025.

Cost of Revenue and Gross Margin

For the three months and nine months ended September 30, 2025 and 2024, the Company did not incur any cost of revenue in providing corporate development advisory services, resulting in cost of revenue of $0 in both periods. The Company generated gross profit of $0 and $0 for the three months and nine months ended September 30, 2025 and 2024 respectively.

Selling and marketing expenses

For the three months and nine months ended September 30, 2025, we had selling and distribution expenses in the amount of $0 and $0 respectively, while for the three months and nine months ended September 30, 2024, we had selling and distribution expenses in the amount of $21 and $65 respectively, which were primarily comprised of marketing expenses and expenses incurred for selling of services. The decrease of selling and marketing expenses is associated with lesser marketing expenses incurred for the three months and nine months ended September 30, 2025.

General and administrative expenses

For the three months and nine months ended September 30, 2025, we had general and administrative expenses in the amount of $18,806 and $66,986 respectively, while for the three months and nine months ended September 30, 2024, we had general and administrative expenses in the amount of $27,202 and $103,008 respectively, which were primarily comprised of salary, professional fee, compliance fee, office and operation expenses. The decrease in general and administrative expenses was primarily attributable to the resignation of the key management personnel which resulted in reduction in staff costs for the three months and nine months ended September 30, 2025.

Net Profit & Loss

For the three months and nine months ended September 30, 2025, the Company has incurred a net loss of $16,541 and $30,732 respectively. For the three months and nine months ended September 30, 2024, the Company has incurred a net loss of $25,258 and $101,108 respectively. The difference in net losses between the two periods was attributed to a significant increase in net profit during the three months ended March 31, 2025 due to large income recognized from the gain on disposal of investment of $38,433. The losses are mainly derived from the general and administrative expenses.

Liquidity and Capital Resources

As of September 30, 2025 and 2024, we had cash and cash equivalents of $4,757 and $22,108 respectively. We expect increased levels of operating activities going forward will result in more significant cash flows.

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.

Cash Used In Operating Activities

For the nine months ended September 30, 2025 and 2024, net cash used in operating activities were $47,253 and $27,260 respectively. The cash used was caused mainly due to no revenue being earned in the nine months ended September 30, 2025, while expenses were incurred and accruals were settled in the nine months ended September 30, 2025.

Cash Generated From Investing Activities

For the nine months ended September 30, 2025 and 2024, the net cash generated from investing activities were $39,283 and $650 respectively. The investing cash flow performance primarily reflects the proceeds from the disposal of 8,500,000 shares of JOCOM Holdings Corp. to an unrelated third party.

Cash Generated From Financing Activities

For the nine months ended September 30, 2025 and 2024, net cash generated from financing activities were $0 and $22,500. The financing cash flow performance primarily reflects the share subscription received in advance

Credit Facilities

We do not have any credit facilities or other access to bank credit.

Off-balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of September 30, 2025.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.