UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December, 2024
Commission File Number: 333-268366
ANGKASA-X HOLDINGS CORP.
(Exact name of Registrant as specified in its charter)
(Translation of Registrant’s name into English)
| British Virgin Island | 4899 | N/A | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Number) | (IRS Employer Identification Number) |
11-06,
Tower A, Ave 3,
Vertical Business Suite,
Jalan Kerinchi Bangsar South, 59200, Kuala Lumpur, Malaysia
(Address of principal executive offices, including zip code)
+(60)3 2242 1288
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
The unaudited interim condensed consolidated financial statements for Angkasa-X Holdings Corp. (“Angkasa-X”, “the Company”, “we”, “our” or “us”), for the six months ended June 30, 2024 and 2023, are furnished herewith as Exhibit 99.1 to this Form 6-K.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Statements in this current report with respect to the Company’s current plans, estimates, strategies and beliefs and other statements that are not historical facts are forward-looking statements about the future performance of the Company. Forward-looking statements include, but are not limited to, those statements using words such as “believe,” “expect,” “plans,” “strategy,” “prospects,” “forecast,” “estimate,” “project,” “anticipate,” “aim,” “intend,” “seek,” “may,” “might,” “could” or “should,” and words of similar meaning in connection with a discussion of future operations, financial performance, events or conditions. From time to time, oral or written forward-looking statements may also be included in other materials released to the public. These statements are based on management’s assumptions, judgments and beliefs in light of the information currently available to it. The Company cautions investors that a number of important risks and uncertainties could cause actual results to differ materially from those discussed in the forward-looking statements, including but not limited to, product and service demand and acceptance, changes in technology, economic conditions, the impact of competition and pricing, government regulation, and other risks contained in reports filed by the Company with the U.S. Securities and Exchange Commission. Therefore, investors should not place undue reliance on such forward-looking statements. Actual results may differ significantly from those set forth in the forward-looking statements.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following “Management’s Discussion and Analysis” in conjunction with the section inclusive of our financial statements and the related notes provided elsewhere in this Form 6-K.
Company Overview
Angkasa-X is a British Virgin Islands (“BVI”) company incorporated on January 22, 2021, and conducts its businesses in Malaysia through its subsidiaries, namely AngkasaX Sdn. Bhd., Mercu Tekun Sdn. Bhd., AngkasaX Global Sdn. Bhd., AXSpace Sdn. Bhd., together with our Variable Interest Entity (“VIE”) company, AngkasaX Innovation Sdn. Bhd. The Company controls and receives the economic benefits of its VIE’s business operations through certain contractual arrangements.
Angkasa-X is a Satellite-as-a-Service (“SaaS”) company that is primarily involved in providing satellite related services through its own satellite constellations, A-SEANLINK and A-SEANSAT, which includes aggregating satellite services (Light Asset-Based Model) according to its customers’ requirements.
Our Satellite-as-a-Service consists of the following:
| ● | Satellite Internet Connectivity and Communication (“S-Internet”) | |
| ● | Satellite Automatic Identification Services (“S-AIS”) | |
| ● | Satellite Earth Observation (“S-EO”) | |
| ● | Satellite Internet-of-Things (“S-IoT”) | |
| ● | Satellite Engineering Professional Courses | |
| ● | Satellite Ground Station Turnkey Services | |
| ● | Edge Cloud Computing Services | |
| ● | Ground Station Facility Hosting Services |
Presently, we provide turnkey services, from strategic satellite anchor station solutions, including construction and facility design, and antenna integration to fully deployable, integrated tactical platform solutions through our subsidiary, Mercu Tekun Sdn. Bhd.
Our target customers are from three major categories, namely, governments, telecommunication companies and enterprise customers such as internet service providers, maritime regulators and data center service providers.
In addition, we are collaborating with Universiti of Sains Malaysia to provide professional satellite engineering courses to engineering students and working adults to develop our pipeline of talent in the SpaceTech industry to complement our satellite businesses.
Angkasa-X is a company with a vision of creating a world where connectivity is a basic, affordable necessity for the betterment of mankind through the setting up of two LEO satellite constellations, namely A-SEANLINK and A-SEANSAT Satellite Constellation, with the goal of eradicating poverty and improving living standards in Southeast Asia region, especially for those in remote rural areas.
Angkasa-X mission statements are:
| ● | To invest in research and development, intellectual property creation, component sourcing, assembly-integration-testing, launching and maintaining state-of-the-art Low Earth Orbit satellites for remote-sensing & internet-connectivity; | |
| ● | To provide internet connectivity to rural areas in Southeast Asia where traditional terrestrial fiber networks (4G and 5G) are limited by offering SaaS to telecommunication, broadcasting and data communication companies via our A-SEANLINK Satellite Constellation; |
| ● | To foster collaborations with countries in the Association of Southeast Asian Nations (“ASEAN”) to promote ASEAN-Connectivity via connecting to A-SEANSAT and A-SEANLINK LEO Satellite constellations by offering SaaS and Ground Station Services along the Equator; | |
| ● | To form a space, science, and technology ecosystem by setting up an International Space Tech Park in Penang, Malaysia to create job opportunities and attract Foreign Direct Investments in Malaysia; and | |
| ● | To rollout social inclusion programs to service rural populations in ASEAN countries along the Equator. |
We have been an International Telecommunication Union (“ITU”) member since September 2021. We have received approval for our filing with the Advance Publication Information for the spectrum and frequencies of our proprietary design satellite with ITU. We have also received approval for the licensing of our X-band and S-band radio frequencies. Our application for Network Facilities Providers and Network Service Providers licenses which authorize us to operate the satellite ground station has been approved by the local Malaysia regulator, Malaysian Communications and Multimedia Commission.
We have incurred significant losses since our inception. While we have generated limited revenue to date, we have not yet achieved production level satellite manufacturing, launch and data activities, and it is difficult for us to predict our future operating results.
Our revenue for the six month period ended June 30, 2024 is derived from the provision of design and consultancy services of network topology for satellite transmissions infrastructure and interconnectivity platform and configuration and commissioning services of network equipment and radio transmission platform provided by Mercu Tekun Sdn. Bhd. Additionally, we have generated revenue from the Earth Observation services provided by AngkasaX Sdn. Bhd.
Results of Operations
Comparison of the Six Months Ended June 30, 2024, and June 30, 2023
Revenue
Angkasa-X’s revenue decreased by 64.86% to $54,413 during the six-month period ended June 30, 2024 as compared to $154,831 for the six-month period ended June 30, 2023. This was mainly due to the completion of the projects with SECM Sdn. Bhd. and TCC Inc in March 2023 and July 2023, respectively. The projects contributed 76.30% to the revenue during the six-month period ended June 30, 2023.
Cost of Revenue
Cost of revenue decreased by 96.76% to $1,888 for the six-month period ended June 30, 2024 as compared to $58,236 for the six-month period ended June 30, 2023. The decrease in cost of revenue was mainly due to the decrease in subcontractor costs for the six-month period ended June 30, 2024 as the projects with SECM Sdn. Bhd. and TCC Inc were completed in March 2023 and July 2023, respectively.
Gross Profit and Gross Profit Margin
Gross profit decreased by 45.62% to $52,525 for the six-month period ended June 30, 2024 as compared to $96,595 for the six-month period ended June 30, 2023. Gross profit margin was 96.53% for the six-month period ended June 30, 2024 and 62.39% for the six-month period ended June 30, 2023. The higher margin was primarily a result of the project with D’Amante (M) Sdn. Bhd., which contributed a better margin compared to other projects. Additionally, our Earth Observation services also contributed to the improved margin in the first half of 2024.
General and Administration Expenses
General and administration expenses decreased by 17.25% to $635,107 for the six-month period ended June 30, 2024 as compared to $767,522 for the six-month period ended June 30, 2023. The decrease in general and administration expenses was primarily due to the absence of insurance costs for satellite launches in the first half of 2024, as no satellite launches occurred during this period. Additionally, the decrease in salaries as a result of salary adjustments and headcount optimization following the completion of projects with SECM Sdn. Bhd. and TCC Inc. also contributed to the decrease in general and administrative expenses.
Income Tax Expenses
Income tax expenses for the six-month period ended June 30, 2024 and 2023 were nil due to the losses during those periods.
Liquidity and Capital Resources
As of June 30, 2024 and 2023, we had cash and cash equivalents of $294,635 and $123,064, respectively. We had negative operating cash flows due to operating and development activities. We expect increased levels of operating activities going forward, which will result in more significant cash outflows.
The Company has financed its operations since inception from the sale of ordinary shares, capital contributions from shareholders and cash flows from operations. We expect to continue to finance our operations by selling our ordinary shares and by generating income from the sale of our services.
Cash used in operating activities
For the six-month period ended June 30, 2024 and 2023, net cash used in operating activities were $54,932 and $161,589, respectively. In fiscal year 2024, net cash used in operating activities was mainly the result of net loss, increased in depreciation for plant and equipment, foreign exchange loss as well as amount owing to directors. In fiscal year 2023, net cash used in operating activities was mainly the result of net loss, increased in accrued expenses and other payables as well as amount owing to directors.
Cash flows from investing activities
For the six-month period ended June 30, 2024 and 2023, net cash used in investing activities was nil and $247,663, respectively. In fiscal year 2023, the net cash used in investing activities in fiscal year 2023 was the result of capital expenditures on plant and equipment.
Cash flows from financing activities
For the six-month period ended June 30, 2024 and 2023, net cash generated from financing activities was $299,684 and $389,991, respectively, which was mainly the result of share application money received in fiscal year 2024 as well as a shareholder loan in fiscal year 2023.
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 shareholders as of June 30, 2024.
Going Concern Uncertainties
The accompanying financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
As of June 30, 2024, the Company had net loss, accumulated deficit, current liabilities exceeding current asset and negative operating cash flows. The continuation of the Company as a going concern through June 30, 2024 is dependent upon improving the profitability, the continuing financial support from its shareholders, proceeds from sales of ordinary shares, external financing from banks and external investments in the form of issuance of promissory notes. Management also believes the existing shareholders or external financing as well as revenue generated by offering and advisory services to customers will provide the additional cash needed to meet the Company’s obligations as they become due.
For the avoidance of doubt, the 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.
Recent Accounting Pronouncements
Refer to Note 2 in the accompanying financial statements.
Critical Accounting Estimate
Use of estimates
The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”). The preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. We base our estimates on historical experience, as appropriate, and on various other assumptions that we believe to be reasonable under the circumstances. Changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ significantly from the estimates made by our management. We evaluate our estimates and assumptions on an ongoing basis. To the extent that there are material differences between these estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows may be affected.
Revenue recognition
The Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.
The Company’s revenue consists of revenue from providing Satellite-as-a-Service (“SaaS”) that is primarily involved in providing satellite related services.
Goodwill
Goodwill is the excess of cost of an acquired entity over the fair value of amounts assigned to assets acquired and liabilities assumed in a business combination. Under the guidance of ASC 350, goodwill is not amortized, rather it is tested for impairment annually, and will be tested for impairment between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired. An impairment loss generally would be recognized when the carrying amount of the reporting unit’s net assets exceeds the estimated fair value of the reporting unit and would be measured as the excess carrying value of goodwill over the derived fair value of goodwill. The Company’s policy is to perform its annual impairment testing for its reporting units on December 31, of each fiscal year.
Irredeemable convertible preference share classification (“ICPS”)
The Company has issued “ICPS” which is convertible to ordinary shares of another entity with prescribed condition precedent and term and conditions to be met. The Company has made a reasonable assessment in line with ASC480 through estimate and assumption in recognising “ICPS” either as a liability or equity.
In accordance with ASC480 Distinguishing Liabilities from Equity, if the ICPS met the criteria fall under ASC480-10-25-14 it should be classified as a liability.
The estimates used to determine the classification are based on “solely and predominantly” stated in ASC480-10-25-14, the issuer must or may settle:
a) by issuing a variable number of its equity shares at a fixed monetary amount known at inception;
b) variation in something other than the fair value of the issuer’s equity shares; or
c) variation inversely related to changes in the fair value of the issuer’s equity shares shall be classified as a liability.
This determination requires significant assumptions and judgement. In making this judgement, the Board have reviewed accounting policies and estimate determined by the management. The management also evaluated the reasonableness of the significant assumption and judgement used in making the judgement about the classification of the “ICPS.”
The significant assumptions and judgement made is that Company will be issuing fix number of shares to the holder of the “ICPS”, which eventually being scope out of ASC480 and resulting the “ICPS” be classified as equity. Changes in these significant assumptions and judgement could materially affect the financial statement of the Company.
Critical Accounting Policies
The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s consolidated financial statements.
Financial Statements and Exhibits
Exhibits
| Exhibit No. | Description | |
| 99.1 | Unaudited Condensed Consolidated Interim Financial Statements as of and for the six-month periods ended June 30, 2024 and June 30, 2023 |
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.
| Angkasa-X Holdings Corp. | ||
| Date: December 2, 2024 | By: | /s/ Kok Wah Seah |
| Name: | Kok Wah Seah | |
| Title: | Chief Executive Officer and Executive Chairman | |
