EvoAir Holdings Inc. Files 2024 10-K

TL;DR

EvoAir Holdings filed its 2024 10-K. Based in Malaysia, formerly UNEX. Check financials.

AI Summary

EvoAir Holdings Inc. filed its 10-K for the fiscal year ending August 31, 2024. The company, formerly known as UNEX HOLDINGS INC. until March 14, 2017, is incorporated in Nevada and operates in the air conditioning and refrigeration equipment sector. Its principal business address is in Kuala Lumpur, Malaysia.

Why It Matters

This filing provides a comprehensive overview of EvoAir Holdings Inc.'s financial performance and business operations for the fiscal year 2024, crucial for investors and stakeholders to assess the company's health and future prospects.

Risk Assessment

Risk Level: low — The provided text is a header and basic company information from a 10-K filing, lacking detailed financial performance or forward-looking statements that would indicate higher risk.

Key Numbers

• 0831 — Fiscal Year End (Indicates the end of the reporting period for financial statements.)

Key Players & Entities

• EvoAir Holdings Inc. (company) — Filer of the 10-K
• UNEX HOLDINGS INC. (company) — Former name of EvoAir Holdings Inc.
• 2024-08-31 (date) — Fiscal year end
• 2017-03-14 (date) — Date of name change
• Kuala Lumpur (location) — City of business and mail address

FAQ

Key Financial Figures

• $5.51 — price of the Company's, common stock of $5.51 (or $22.04 after being retroactively ad
• $22.04 — he Company's, common stock of $5.51 (or $22.04 after being retroactively adjusted to g
• $80,990,035.36 — was approximately $ 80,990,040.87 (or $80,990,035.36 after being retroactively adjusted to g
• $100 — to the Company for a consideration of US$100 ("EvoAir Transaction"). EvoAir Internat
• $0.001 — ares of common stock, with par value of $0.001 per share ("Common Stock") of the Compa
• $2 — Stock at a per share purchase price of $2.50, as follows: On February 15, 2022,
• $2.50 — Stock at a per share purchase price of $2.50. The gross proceeds were $185,185. On
• $185,185 — price of $2.50. The gross proceeds were $185,185. On June 3, 2022, the Company entered
• $12,500 — price of $2.50. The gross proceeds were $12,500. On October 25, 2022, the Company ent
• $361,553 — 0. The gross proceeds in aggregate were $361,553. On February 20, 2023, the Company en
• $144,443 — 0. The gross proceeds in aggregate were $144,443. On July 13, 2023, the Company entere
• $625,330 — roceeds in aggregate were approximately $625,330. On September 7, 2023, the Company en
• $912,889 — roceeds in aggregate were approximately $912,889. On November 21, 2023, the Company en
• $21,645 — roceeds in aggregate were approximately $21,645 Reverse S Reverse Stock Split On Ap

Filing Documents

• form10-k.htm (10-K) — 1452KB
• ex31-1.htm (EX-31.1) — 13KB
• ex31-2.htm (EX-31.2) — 13KB
• ex32-1.htm (EX-32.1) — 7KB
• ex32-2.htm (EX-32.2) — 7KB
• form10-k_001.jpg (GRAPHIC) — 28KB
• form10-k_002.jpg (GRAPHIC) — 8KB
• form10-k_003.jpg (GRAPHIC) — 9KB
• form10-k_004.jpg (GRAPHIC) — 2KB
• form10-k_005.jpg (GRAPHIC) — 3KB
• form10-k_006.jpg (GRAPHIC) — 1KB
• form10-k_007.jpg (GRAPHIC) — 1KB
• form10-k_008.jpg (GRAPHIC) — 4KB
• 0001493152-24-048103.txt ( ) — 5695KB
• evoh-20240831.xsd (EX-101.SCH) — 41KB
• evoh-20240831_cal.xml (EX-101.CAL) — 66KB
• evoh-20240831_def.xml (EX-101.DEF) — 146KB
• evoh-20240831_lab.xml (EX-101.LAB) — 333KB
• evoh-20240831_pre.xml (EX-101.PRE) — 287KB
• form10-k_htm.xml (XML) — 567KB

Business

Business 4 Item 1a

Risk Factors

Risk Factors 18 Item 1b Unresolved Staff Comments 27 Item 2

Properties

Properties 27 Item 3

Legal Proceedings

Legal Proceedings 27 Item 4 Mine Safety Disclosures 27 Part II Item 5 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 28 Item 6

Selected Financial Data

Selected Financial Data 28 Item 7

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 28 Item 7a

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 32 Item 8

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 33 Item 9 Changes in And Disagreements with Accountants on Accounting and Financial Disclosure 58 Item 9a

Controls and Procedures

Controls and Procedures 58 Item 9b Other Information 58 Part III Item 10 Directors, Executive Officers and Corporate Governance 59 Item 11

Executive Compensation

Executive Compensation 62 Item 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 63 Item 13 Certain Relationships and Related Transactions, And Director Independence 64 Item 14 Principal Accountant Fees and Services 65 Part IV Item 15 Exhibits and Financial Statement Schedules 65 2 | Page FORWARD-LOOKING This Annual Report contains forward-looking statements. These statements relate to future events or our future financial performance. These "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events. As used in this Annual Report, the terms "we", "us", "our", "Company" or "EVOH", mean EvoAir Holdings Inc., unless otherwise indicated. As used in this Annual Report, the term "Group", "EvoAir Group" means EvoAir Holdings Inc. and its subsidiaries, unless otherwise indicated. All dollar amounts refer to US dollars unless otherwise indicated. 3 | Page PART I ITEM 1

BUSINESS

BUSINESS Organization and Business Background EvoAir Holdings Inc. (formerly Unex Holdings Inc.) (the "Company", "EVOH", "we", "us", or "our") is a corporation established under the corporation laws in the State of Nevada, United States of America ("U.S") on February 17, 2017. The Company has adopted an August 31 fiscal year end. On December 20, 2021, the Company and Low Wai Koon ("Dr. Low") entered into a share transfer agreement, (the "EvoAir International Share Transfer Agreement"), pursuant to which Dr. Low agreed to sell all of his ordinary shares of EvoAir International Limited ("EvoAir International") to the Company for a consideration of US$100 ("EvoAir Transaction"). EvoAir International, through its subsidiaries upon completion of the Transactions (defined hereunder), is engaged in the research and development (" R&D"), manufacturing, trading, sale of heating, ventilation and air conditioning ("HVAC") products and related services in Asia. Pursuant to the terms of a share transfer agreement dated December 20, 2021, Dr. Low, the then sole executive officer and director of the Company and the owner of 2,000,000 restricted shares of common stock, with par value of $0.001 per share ("Common Stock") of the Company ("EvoAir Shares") representing approximately 67.34% of the Company's then issued and outstanding shares, sold his entire shareholding of the Company to WKL Global Limited ("WKL Global") for an aggregate consideration of $100 ("Change of Control Transaction"). Upon completion of the Change of Control Transaction, WKL Global owned 2,000,000 shares, or approximately 67.34% of the then issued and outstanding ordinary shares of the Company , which resulted in a change of control of the Company. On December 20, 2021, several transactions took place (together, the "Allotment Transactions") whereby the Company issued and allotted in aggregate 98,809,323 ordinary shares of Common Stock to certain parties. On completion of the Allotment Transactions,

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View this 10-K filing on SEC EDGAR