Executive Summary / Key Takeaways

• UbuyHoldings, Inc. (UBYH) is currently a non-operating public shell company with no revenue, significant accumulated deficits, and negative working capital, relying entirely on its ability to complete a merger or acquisition to create shareholder value.
• Recent changes in control brought in new management led by AEI Capital Ltd., signaling a renewed focus on identifying and acquiring an operating business, potentially through a reverse merger.
• The Company faces intense competition in the market for acquisition targets from well-capitalized entities like venture capital firms and larger companies, operating with limited financial resources and management availability.
• UBYH possesses no current technology or intellectual property, and its historical e-commerce business is dormant, meaning the investment thesis rests solely on the successful identification and integration of a new, viable operating business.
• Investing in UBYH is highly speculative and carries substantial risks, including the potential inability to find a suitable target, secure necessary financing (which would likely be highly dilutive), manage growth post-acquisition, and navigate the complexities and costs associated with its shell company status and limited liquidity.

The Strategic Pivot: From Dormancy to Acquisition Vehicle

UbuyHoldings, Inc. traces its roots back to 1985, undergoing several name changes and a brief period of operation in the late 1990s and early 2000s focused on an Internet auction site and e-commerce acquisitions under the UBUYNETWORK.COM umbrella. However, since filing its Form 10-KA in November 2001, the Company has been dormant, effectively becoming a non-operating entity.

This long period of inactivity ended with a significant shift in control. In July 2023, a custodianship led to the appointment of Mr. David Lazar as the sole officer and director. A more pivotal change occurred in June 2024, when AEI Capital Ltd. acquired control through the purchase of Series A-1 Preferred Stock, representing 95% of the total voting power. This transaction ushered in new management, with Mr. John Tan Honjian appointed as CEO, President, CFO, and Secretary, and sole director, later joined by Mr. Azham Azudin as CFO in April 2025.

This change in leadership marks UBYH's explicit strategic pivot: to leverage its status as a public shell company to merge with or acquire an operating business. The stated goal is to create value for shareholders by offering a private company access to the public markets without the time and expense of a traditional initial public offering (IPO). This strategy is the sole focus of the Company's current business plan.

The Business Model: Seeking the Target

UBYH's current business model is straightforward: identify, investigate, and consummate a business combination with a suitable operating entity. The Company has broad discretion in its search, not restricting itself to any particular industry or geographical area. This wide net is cast in the belief that numerous firms are seeking the advantages of becoming a publicly traded company, particularly in the current economic climate.

Management intends to evaluate potential opportunities based on factors such as available technical, financial, and managerial resources of the target, working capital needs, operational history and future prospects, competitive landscape, management quality, growth potential, profitability, and public recognition. The investigation process is expected to involve meeting with management, inspecting facilities, and obtaining independent analysis, though these efforts are limited by UBYH's scarce financial resources.

What UBYH offers potential acquisition candidates is access to the public market structure it has maintained. However, the Company has essentially no assets to contribute to a transaction. This dynamic means that any potential business combination is likely to result in the owners of the acquired business obtaining a controlling ownership interest in the combined entity, potentially leaving existing UBYH shareholders with a significantly diluted stake. The Company explicitly notes that to achieve tax-free reorganization status, the acquired business's owner might need to own 80% or more of the voting stock of the surviving entity, resulting in existing UBYH stockholders retaining less than 20%.

Competitive Landscape: A Small Fish in a Big Pond

In its pursuit of an acquisition target, UBYH operates within a highly competitive environment. The Company acknowledges it is an "insignificant participant" compared to many established venture capital firms, larger companies, and other financial concerns that possess significantly greater financial and personnel resources. Even other blank check companies, such as Special Purpose Acquisition Companies (SPACs), often have substantial cash reserves specifically earmarked for acquisitions.

This competitive disadvantage is stark. While competitors may have liquid capital readily available to capitalize on acquisition opportunities, UBYH has limited resources, making it difficult to locate attractive targets and potentially hindering its ability to negotiate favorable terms or even consummate a deal. The Company expects to face intense competition for revenue-producing businesses, which could cause delays or the loss of valuable opportunities to better-resourced players. The success of UBYH's strategy is heavily dependent on finding a target company that values the public shell structure more than the capital or resources offered by other potential acquirers.

Financial Performance and Condition: The Profile of a Shell

UBYH's financial statements for the fiscal year ended May 31, 2024, reflect its status as a non-operating shell company. The Company reported zero revenue for the year, consistent with its lack of business operations. Operating expenses totaled $284,102, primarily consisting of general and administrative costs, a significant increase from $15,000 in the prior year, partly due to a $254,000 stock compensation expense. This resulted in a net loss of $284,102 for the year.

As of May 31, 2024, UBYH held no cash and cash equivalents. The balance sheet shows total current liabilities of $45,102, resulting in negative working capital of $45,102. The Company has accumulated a significant accumulated deficit of $14.21 million as of the same date. These figures underscore the Company's precarious financial position and its inability to fund operations from internal resources.

Historically, liquidity has relied on financial support from related parties. Subsequent to the fiscal year end, $45,102 in related party debt due to the former CEO was forgiven, which improved the balance sheet but does not provide ongoing operational funding. The independent registered public accounting firm's report accompanying the financial statements included an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern. Management explicitly states that based on current operations, they do not have sufficient working capital to fund operations over the next 12 months and will likely need capital as a condition of closing any reverse merger.

Technology: A Non-Factor in the Current Strategy

Unlike operating companies where technological differentiation can be a key competitive advantage and driver of financial performance, UBYH, in its current state as a shell company, owns no intellectual property and has no active technological initiatives. Its historical e-commerce platform business has been dormant for over two decades.

Therefore, the investment thesis for UBYH does not involve evaluating proprietary technology, R&D pipelines, or technological moats. The value proposition UBYH offers to a potential merger partner is solely the public listing structure, not any operational or technological capabilities of its own. Any technological advantages or disadvantages will reside entirely within the operating business that UBYH may eventually acquire.

Outlook and Future Prospects: Awaiting the Catalyst

UBYH's future is entirely dependent on its ability to successfully execute its strategy of acquiring an operating business. Management intends to continue exploring opportunities globally. While they express a belief that they can complete an acquisition or merger that will enable the Company to continue as a going concern, there is no assurance that this will occur.

The Company anticipates incurring continued operating losses in the next 12 months, primarily related to the costs of investigating potential business combinations and fulfilling S.E.C. reporting obligations. There is no concrete quantitative guidance provided regarding future revenue, profitability, or specific acquisition targets, as these are entirely contingent on finding and closing a transaction. The outlook is one of significant uncertainty, with the potential for substantial upside if a successful, profitable business is acquired, contrasted with the high probability of failure if a suitable transaction cannot be completed.

Risks and Challenges: A Highly Speculative Endeavor

Investing in UBYH at this stage is inherently highly speculative and subject to numerous significant risks, many of which are explicitly detailed by the Company.

• Lack of Operations and Uncertainty: The most fundamental risk is that the Company has no current business operations or revenue. Investors have no historical operating performance of the current entity upon which to base an evaluation of future prospects.
• Inability to Complete a Business Combination: There is no guarantee that UBYH will be able to identify, negotiate, and consummate a merger or acquisition in a timely manner, on favorable terms, or at all. The search is complex and risky.
• Limited Capital and Financing Risk: UBYH has limited financial resources and will likely need to raise additional capital to fund a business combination or post-acquisition operations. There is no assurance that necessary financing will be available, and any equity financing would cause significant dilution to existing shareholders.
• Competition for Targets: The intense competition from better-funded entities seeking acquisitions puts UBYH at a significant disadvantage.
• Risks of the Acquired Business: If an acquisition is completed, UBYH will inherit the risks inherent in the target business, which may be financially unstable, early-stage, or lack diversification. Management's ability to assess these risks and the target's management may be limited.
• Dilution: Any business combination involving the issuance of UBYH stock to the target's owners, or future capital raises, will likely result in substantial dilution for current shareholders.
• Reliance on Management: Shareholders are relying heavily on the judgment and limited time commitment of the current sole director and officers to identify and execute a transaction. Potential conflicts of interest may arise.
• Shell Company Status: As a shell company, UBYH's stock is subject to limitations under Rule 144 regarding resale exemptions for investors for a period after ceasing to be a shell. Changes to Rule 15c2-11 could also negatively impact liquidity and market price if the Company cannot maintain current public information.
• Market Illiquidity and Volatility: Trading in UBYH's common stock is currently very limited (Expert Market), and there is no quoted price. Even if a market develops, the stock price is likely to be highly volatile and susceptible to factors unrelated to fundamental performance.

These risks highlight that an investment in UBYH is a bet on management's ability to overcome significant hurdles and successfully transform the Company from a dormant shell into a viable operating entity.

Conclusion

UbuyHoldings, Inc. presents a clear, albeit highly speculative, investment narrative centered on its transformation from a long-dormant public shell into an operating company via merger or acquisition. The recent change in control and management signals a dedicated effort towards this goal, offering potential private companies a pathway to public markets.

However, the path forward is fraught with challenges. UBYH currently lacks operations, revenue, significant assets, and proprietary technology. Its financial position is weak, necessitating external financing for any transaction or future operations, which carries a high risk of substantial shareholder dilution. Furthermore, the Company faces stiff competition in the market for acquisition targets from better-resourced entities. The success of this strategy hinges entirely on management's ability to identify a suitable target, negotiate favorable terms despite limited leverage, and integrate the acquired business effectively. For investors, UBYH represents a high-risk, high-reward proposition where the outcome is binary: either management successfully executes a value-creating transaction, or the investment could become worthless if the Company fails to find a viable path forward.