UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
December 31, 2024
or
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________________
to ________________________
Commission file number 333-280379
Linkhome Holdings Inc.
(Exact name of registrant as specified in its charter)
2 Executive Circle, Suite 100 Irvine, CA 92614
(Address of principal executive offices) (Zip Code)
Registrant’s telephone
number, including area code (800)680-9158
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Securities registered pursuant to section 12(g) of the Act:
(Title of class)
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act.
☐
Yes ☒ No
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
☐
Yes ☒ No
Note – Checking the box above will not relieve any registrant
required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by
the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒No
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and
asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
As of the last business day of the registrant’s
most recently completed second fiscal quarter, the registrant’s common stock was not listed on any exchange or over-the-counter
market. Accordingly, the aggregate market value of the registrant’s common stock held by non-affiliates cannot be calculated as
of such date. As of March 27, 2025, the registrant’s common stock still has not commenced trading on any exchange or over-the-counter
market.
Note.—If a determination as to whether a particular person
or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the
common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided that
the assumptions are set forth in this Form.
Indicate the number of shares outstanding of each of the registrant’s
classes of common stock, as of the latest practicable date.
As of March 27, 2025 the registrant had a total
of 14,505,000 shares of its common stock, par value $0.001 per share, issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
PART I 1
Item 1. Business. 1
Item 1A. Risk Factors. 7
Item 1B. Unresolved Staff Comments. 7
Item 1C. Cybersecurity. 7
Item 2. Properties. 7
Item 3. Legal Proceedings. 7
Item 4. Mine Safety Disclosures. 7
PART II 8
Item 6. Reserved. 8
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 23
Item 8. Financial Statements and Supplementary Data. 23
Item 9A. Controls and Procedures. 23
Item 9B. Other Information. 23
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 23
Part III 24
Item 10. Directors, Executive Officers and Corporate Governance. 24
Item 11. Executive Compensation. 28
Item 14. Principal Accountant Fees and Services. 31
Item 15. Exhibits, Financial Statement Schedules. 32
i
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This annual report
contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995,
Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may
appear throughout this annual report, including in the following sections: Item 1-“Business” and Item 7-“Management’s
Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements are based on current
expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. When
used in this annual report, the words “anticipate,” “believe,” “estimate,” “expect,”
“future,” “intend,” “plan,” or the negative of these terms and similar expressions, as they
relate to us or our management, identify forward-looking statements. Such statements include, but are not limited to, statements
contained in this annual report relating to our business strategy, our future operating results, and our liquidity and
capital-resources outlook. Forward-looking statements are based on our current expectations and assumptions regarding our business,
the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent
uncertainties, risks, and changes in circumstances that are difficult to predict. Our actual results may differ materially from
those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of
future performance. We caution you, therefore, against relying on any of these forward-looking statements. Important factors that
could cause actual results to differ materially from those in the forward-looking statements include, without limitation:
● our ability to effectively operate our business;
Should one or more of these risks or uncertainties materialize, or
should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated,
expected, intended or planned.
Factors or events that could cause our actual results to differ may
emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity,
performance, or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend
to update any of the forward-looking statements to conform these statements to actual results.
ii
PART I
References in this report to “Linkhome,”
“we,” “us” or the “Company” refer to Linkhome Holdings Inc. References to our “management”
or our “management team” refer to our officers and directors. References to “year” or “Fiscal Year”
means the year ending December 31, 2024. All dollar or $ references, when used in this Annual Report, refer to the United States dollar.
References to our “Common Stock” shall mean, shares of the Company’s common stock, par value $0.001 per share.
Item 1. Business.
Overview
Linkhome is an artificial intelligence-driven
property technology company. By using HomeGPT, a Linkhome-developed real estate artificial intelligence model, combined with financial
innovation and in conjunction with our dedicated team of agents, we have made significant and cost-effective improvements to the business
model of buying and selling homes. Through our subsidiaries, we operate an artificial intelligence real estate platform with the goal
of providing customers with end-to-end real estate solutions and services, initially comprising real estate brokerage services, Cash Offer,
and other services like property rental management and home renovation. Our mission is to redefine the real estate experience to be efficient
and affordable for all consumers through artificial intelligence. Our vision is to help everyone own their home and achieve the dream
of homeownership.
Since the formation of our
subsidiary, Linkhome Realty, in 2021 and the commencement of our operational endeavors, our platform has facilitated an aggregate gross
total value of more than $185,000,000 of agent brokerage transactions as of December 31, 2024. Our platform, which is presently only active
in California, supports a growing network of users looking to list and search for properties online, seeking information on property transactions
and other value-added services, through the comprehensive property-related solutions and services available on our platform. Over the
past three years, customers have shown their desire for our artificial intelligence, financial innovation and real estate solutions.
In 2024, our total transaction volume for the real estate agency amounted to $48,566,719, compared to $15,438,435 in 2023. As of March
23, 2025, our platform, which aggregates listings from the California Regional Multiple Listing Service (the “CRMLS”), boasted
more than 25,139 active listings for residential properties available for sale or rent. Users obtain home-buying information from our
platform and consult with our AI tool, HomeGPT, for interactive home-buying advice. We have found that our users are more likely to buy
and sell properties using the Company and select us for their real estate service needs.
More importantly, we believe
that we have just scratched the surface in the potential development of artificial intelligence as used in real estate and we believe
artificial intelligence will transform the real estate market. Over the coming years, we plan on vigorously developing the artificial
intelligence real estate model HomeGPT, increasing our market share, launching our platform in dozens of cities, and expanding our products
and services in order to leverage artificial intelligence so that it becomes a one-stop shop for buyers and sellers of residential real
estate. Our goal is to build the largest, most trusted platform for residential real estate and empower millions of Americans with the
freedom to more easily purchase homes.
We have developed our artificial
intelligence and integrated it with fintech to expand beyond the traditional real estate search and transaction process through our Cash
Offer product. Cash Offer integrates fintech to help users buy and sell properties more efficiently, by analyzing market trends, property
valuations and buyer preferences, our AI tools can help users find matching properties more quickly and provide purchase recommendations.
We think our Cash Offer product can help users make an offer of their ideal properties more efficiently, significantly enhancing the success
rate of home purchases. Cash Offer is a tool that was developed to help address our customers’ needs. In the Southern California
market that we serve, there is often intense competition, buyers are in the painful process of competing for homes, and we have developed
Cash Offer to offer a solution by providing full cash payments, helping to make offers more attractive and stand out among numerous competitors.
Linkhome accomplishes this by purchasing the target property for cash, assuming ownership of the property, and then selling the property
to the customer after the customer has secured the necessary financing from their lender. In 2023, when we rolled out the Cash Offer tool,
we completed one transaction, with Haiyan Ma, a related party who is a beneficial owner of 12.41% of our voting securities, that represented
77% of our annual revenue for that year. As of the date of this Annual Report, the Company has only entered Cash Offer transactions with
a few select clients. Upon completion of our IPO (as defined below), we believe the Company will have sufficient capital on hand to expand
this service. We believe that the combination of artificial intelligence with fintech could be a catalyst for the growth of our Company
and could serve to transform the real estate industry.
1
Initial Public Offering
In our Fiscal Year, we commenced
activities to conduct our initial public offering to issue 1,250,000 shares of our Common Stock on a firm basis at $4 per share (the
“IPO”). On November 12, 2024, the Securities and Exchange Commission (the “SEC”) declared our Registration Statement
on Form S-1 effective, we did not price or close the IPO. Upon the close of the IPO, we have granted the underwriter an option for a
period of 45 days to purchase up to an additional 187,500 shares of our Common Stock solely to cover over-allotments, if any,
less underwriting discounts and commissions.
Industry Background and Market Opportunities
The real estate sector, both
for home buying and rental properties, accounts for nearly 18% of the gross domestic product in the United States as reported by National
Association of Realtors (“NAR”), making it the country’s largest industry. Housing is the largest consumer expense in
the U.S., surpassing transportation, food, insurance and medical expense, and it is a significant source of wealth for many Americans.
According to data from the
NAR, in 2023, there were more than 4.09 million homes sold in the United States, with transactions totaling over $1.5 trillion. These
transactions generated approximately $98.6 billion in commission revenue for real estate brokers. 65.9% of Americans live in their own
homes, while 34.1% of Americans live in rental properties. This 34.1% represents a large market to target for real estate purchase and
sale transactions. 90% of buyers and sellers choose to work with a professional broker or brokerage company, indicating high user stickiness.
Artificial Intelligence Technological Revolution &
Opportunities
Residential real estate is
a massive offline market characterized by low efficiency, high labor consumption and time-intensive processes. We believe the real estate
sector is set to transition online and begin leveraging artificial intelligence. Consumers are shifting their spending online and demanding
experiences powered by AI to enhance efficiency, certainty and speed. We believe consumers are increasingly becoming accustomed to the
high efficiency of AI-generated services and now expect to receive similar experiences in the realm of real estate.
AI has become a key force driving
the development of modern technology. AI demonstrates immense potential in solving complex problems and is leading a new industrial revolution.
Based on work by the McKinsey Global Institute, as reported in Our Insights — Real estate can use generative AI to turn the industry’s
data into treasure in seven steps, we believe that generative AI could generate $110 billion to $180 billion or more in
value for the real estate industry, making AI technology one of the most exciting innovations of our era. It is not only changing our
way of life but also reshaping how various industries operate.
The Problem
We must also recognize that
real estate is not accessible to everyone. Housing issues, especially in urban areas, have become a global challenge.
Structural Inefficiencies.
In the modern information era,
we believe that potential homebuyers in the United States are overwhelmed with an abundance of property data, including listings,
market trends, and historical sales information. However, this data is often scattered across different platforms and formats, making
it difficult to navigate and analyze effectively. Additionally, we are of the opinion that there is a lack of uniformity in real estate
brokerage services, meaning the quality and type of service can vary greatly from one broker to another. This inconsistency complicates
the process for buyers who can benefit from comprehensive, personalized advice and data-driven insights to make informed decisions. Accordingly,
we believe that the industry urgently requires sophisticated data analysis capabilities and personalized customer services that can filter
and present information in a clear, actionable manner tailored to individual buyer needs.
2
Home Buying & Selling Difficulties.
The conventional process of
purchasing a home involves numerous challenges that can make the experience frustrating and often unsuccessful. Key among these is the
competitive nature of bidding, where multiple buyers may vie for the same property, driving up prices and creating a high-pressure situation.
Additionally, the home-buying process is often hampered by lengthy loan processing times. Delays in securing financing can result in buyers
missing out on purchasing their desired properties, as sellers may opt for buyers with quicker, more reliable financing options. This
uncertainty and time sensitivity can add significant stress and disappointment to the home-buying experience.
Poor Experiences.
The journey to home ownership
involves multiple stages, including dealing with brokers, securing loans, property appraisals, purchasing home insurance, undertaking
renovations, and organizing the move. Currently, each of these stages is typically handled by different service providers who operate
in isolation from each other. This fragmentation means there is no centralized process or communication, leading to inefficiencies, misunderstandings,
and a disjointed overall experience. We believe that the lack of a comprehensive, integrated solution makes it difficult for buyers to
navigate the process smoothly and can lead to increased costs, delays, and a lower-quality home-buying experience. Buyers are often left
to manage and coordinate these separate components on their own, which can be overwhelming, especially for first-time buyers or those
with limited time and resources.
Our Solution
Linkhome developed the real
estate AI technology platform HomeGPT. For home buyers, Linkhome has built an on-demand, seamless, and artificial intelligence-driven
home-buying experience. Unlike the traditional process mediated by real estate agents, Linkhome buyers can chat with our AI chatbot, HomeGPT,
at their convenience using our app or website to answer home-buying questions, search for homes, learn about the home-buying process,
book visits or virtual tours, calculate mortgage requirements, and so on. We have also introduced AI-driven real estate solutions for
our agents, such as home price prediction, bidding recommendations, investment advice, and on-demand assistance in generating contracts
and processing documents for future real estate needs.
For sellers, our agents can
use HomeGPT to leverage our sophisticated AI algorithms to offer precise pricing advice, aiding home buyers in informed decision-making
for pricing, marketing, and negotiations. Additionally, our generative AI technology enhances seller experiences by automatically crafting
detailed property descriptions and introduction videos with minimal user input. For vacant properties, HomeGPT can simulate furnished
interiors, which can significantly elevate the property’s appeal. By making targeted promotion and presentation, HomeGPT can help
to ensure that listings reach the right buyers, leading to most of Linkhome’s sellers successfully closing deals within 45 days,
thereby selling their homes more effectively and at reduced costs.
The goal of these technologies
is to support our clients and enhance our productivity. We believe this will lead to being able to continuously provide better customer
service at a lower cost. We are committed to constantly optimizing the performance and functionality of our technology to ensure that
it not only meets current market demands, but also anticipates and adapts to future trends.
Fintech: Financial Innovation
Cash Offer — Quick Home Purchase: We believe Linkhome’s fintech product, Cash Offer, will significantly
enhance the competitiveness of our clients’ offers, allowing them to secure their desired properties without merely relying on price
competition. Compared to loan-based offers, most sellers prefer all-cash offers, as this enables sales to close more quickly. By offering
Cash Offer, we believe our clients will be able to stand out among many offers, thus giving buyers who use our product more negotiation
power and a stronger likelihood of purchasing their desired home at the right price.
3
Flash sell — A
modern way to sell: By selling to Linkhome, homeowners can avoid the stress of open houses, home repairs, overlapping
mortgages, and the uncertainty that can come with listing a home on the open market. Using our mobile app and website, sellers can receive
a competitive cash offer online. Post offer, we conduct an interior home inspection and a contact-free exterior assessment to verify the
home data provided to the Company. Sellers can then select their preferred closing date and sell to Linkhome, closing quickly.
Trade Up: For
customers who are both selling and buying homes, we have built a trade-up product that enables them to buy and sell in a coordinated transaction.
With the “Trade Up” service, Linkhome helps clients purchase a new home and move in without having to sell their old home
first. Through collaboration with third-party financial institutions, Linkhome assists clients in purchasing the new home and then selling
the old one. This avoids the hassle of finding temporary housing, moving furniture twice and dealing with storage concerns. We provide
a more relaxed, seamless experience for clients, making the journey to swap homes easy.
Currently, our front-end platforms,
such as the website and app, are intended only to receive customer information. Our back-end software then generates a plan for the user,
after which we establish a relationship with the user by having one of our agents communicate the plan to the user. We are working to
develop a front-end data platform that will provide such information to customers in real-time.
One-stop seamless experience.
We understand the complexity
of real estate transactions. Linkhome aims to provide a one-stop solution, offering tailored financing through our Cash Offer service,
bespoke renovation services, comprehensive property management, and extensive third-party insurance options. Designed to simplify and
expedite the home-buying journey, our integrated approach ensures clients navigate property transactions with ease, from initial purchase
to ongoing management. By merging clarity, efficiency, and personalized support, Linkhome aims to transform real estate transactions into
transparent, stress-free experiences, allowing clients to focus on the joy of finding their dream home.
Advantages and competitive edge.
Our business model is designed
to disrupt the traditional model of finding and buying a home. Linkhome’s main goal is to rapidly expand property sales by focusing
on providing AI technology for house hunting and helping customers with investment analysis. Since our founding in 2021, we have been
developing and leveraging the following key advantages of our platform, which we believe provide significant competitive advantages.
A purpose-built artificial intelligence
housing search platform.
Our platform combines a comprehensive
AI-powered home-finding experience with financial innovation, allowing us to control all key operational and transactional elements and
promote a fast, simple, and consistent user experience.
A differentiated home buying experience.
We have developed the Cash
Offer home purchase model to use cash to help customers compete for target properties faster and more cost-effectively. This gives people
the confidence and trust they need to buy properties on our platform.
For buyers, using Cash Offer
avoids the need for excessive overbidding to purchase a home. We charge a 1-2% platform usage fee, which saves a significant amount compared
to overbidding. For example, for a $947,000 home, we charge a 1% service fee, approximately $9,470. Without using Cash Offer, the same
home may sell from $990,000 to $1,000,000. In this example, a buyer would save $40,000 to $50,000 on the transaction.
4
For sellers, traditional home
selling services require expenses such as repairs, renovations, listing fees, and 4-5% agent fees. These expenses can be substantial for
sellers, and the waiting period to sell the home is uncertain. Using the Flash Sell, the home can be sold immediately, reducing the costs
of repairs, renovations, and 4-5% listing agent fees, which can amount to 8-12% of the home’s price. We only charge a 5% service
fee, saving sellers both time and money.
Currently, our funding for
Cash Offer comes primarily from investments made by our CEO and existing shareholders. Following the close of our IPO, we plan to expand
our Cash Offer program. We believe and are confident that our revenue will continue to grow, and we will become more profitable over time.
Proprietary financing technology.
In the future, assuming we
obtain proper licensing, we intend to offer differentiated financing solutions to enable clients to select their preferred financing method
from hundreds of pre-approved down payment and monthly payment combinations and enable us to generate property finance receivables, often
sold at a premium to third-party financing partners.
An efficient and engaging home selling experience.
Our proprietary APP software
and artificial intelligence quick quotation system allows us to quote prices for users selling their homes predictably and efficiently.
Customers do not need to wait several days and can quickly sell their properties to Linkhome. We believe our platform will provide customers
with a unique home-selling experience, thus setting us apart from our competitors.
Large-scale real estate transaction infrastructure.
We believe we are a leading
property technology company that provides a comprehensive suite of end-to-end property solutions and services through a single, integrated
platform. Our platform functions as a one-stop-shop solution to serve all of our customers’ property-related needs. We believe this
provides us with a strong competitive edge as compared to our peers, who may only provide services related to one segment of the property
transaction.
Highly scalable business model.
As of the close of our Fiscal
Year, we cater only to the Southern California market, we intend to scale the enterprise to service additional markets. We believe we
have a highly scalable business model and can adapt our service offerings to cater to prevailing market and technology trends to maintain
our competitive edge. Our business is predominantly generated through our online website and mobile application platforms, which, assuming
we have obtained proper licensing, will allow us to expand rapidly into new markets in a quick and cost-efficient manner.
Our Growth Strategy
5
Marketing
Our marketing strategy employs
a multi-channel approach aimed at efficient and low-cost growth while expanding our market footprint. We leverage AI algorithms to deploy
ads targeting customer interests, significantly enhancing the precision of our customer targeting.
Our marketing focus extends
to several areas:
Competitor Analysis
As a company dedicated to artificial
intelligence real estate technology, we operate in the highly competitive and fragmented U.S. housing market, with over five million
residential real estate transactions annually. Our main competitors include traditional offline real estate brokers and agents; these
include franchise operations associated with national or local brands as well as small independent brokerages. We also face increasing
competition from a growing number of internet-based brokerages and companies operating with new business models.
We believe we primarily compete
based on:
● Efficient AI online chat capabilities;
● Traffic to our website and mobile application;
● The cost of our services and the price to consumers;
● Innovation in artificial intelligence technology.
We believe that our customer-centric
values and artificial intelligence technology, along with the application of financial innovations, set us apart from our competitors
and give us a competitive edge in all of the above areas.
Government Regulation
We are subject to a wide
variety of laws, rules, and regulations enforced by both governments and private organizations. Many of these rules and regulations are
constantly evolving. If we are unable to comply with them, we may be unable to obtain the requisite licensing to conduct certain aspects
of our planned business, such as offering insurance, escrow or mortgage services, and we could be subject to civil and criminal liabilities,
revocation, or suspension of our licenses or other adverse actions. We may also be required to modify or discontinue some or all of our
offerings, and our ability to grow our business and our reputation may be harmed.
6
Item 1A. Risk Factors.
As a smaller reporting company, we are not required
to include risk factors in this Annual Report.
Item 1B. Unresolved Staff Comments.
None.
Item 1C. Cybersecurity.
The Company maintains cyber
risk management designed to preserve the security of our data and technology infrastructure. On an annual basis we conduct assessments
to identify cyber risks and have developed plans on how to address any such risks for remediation of vulnerabilities.
Risk management and strategy
We design and implement risk
management strategies for identification and management of material risks rising from cybersecurity threats and alerts. Our method involves
a systematic evaluation of all potential threats reported and discovered, vulnerabilities, and their possible impacts on the Company’s
operations, data, and systems health. Our cybersecurity risk management strategy includes:
● Identify the risk to our environment;
● IT to identify and resolve the threat;
● cybersecurity training to our staff; and
● cybersecurity incident response plan.
Management and Board Oversight
Our management is responsible
for the oversight and administration of cyber security protocols.Our management team relies on our third-party providers on administrating
cybersecurity assessments to identify, manage, mitigate, and respond to cybersecurity threats. Management updates the Board as necessary,
regarding any significant cybersecurity occurrences.
Item 2. Properties.
We lease our principal executive office which
is located at 2 Executive Circle, Suite 100, Irvine, CA 92614 (the “Lease Agreement”). The Lease Agreement commenced on September
1, 2023 and terminates on July 31, 2025. The Lease Agreement contains standard commercial lease terms including but not limited to provisions
regarding utilities, alterations, maintenance and repair, insurance and indemnification. We believe that our current leased property is
in good condition and suitable for the conduct of our business.
Item 3. Legal Proceedings.
As of December 31, 2024, to
the knowledge of our management, there was no material litigation, arbitration or governmental proceeding pending against us or any members
of our management team in their capacity as such, and we and the members of our management team have not been subject to any such proceeding.
Item 4. Mine Safety Disclosures.
Not applicable.
7
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities.
Market Information
Our Common Stock is not currently listed on a publicly
traded market or exchange.
Holders
As of March 27, 2025, there
were 14,505,000 shares of our Common Stock, held by approximately 23 shareholders of record.
Dividends
We have not paid any dividends on our Common Stock
to date. The payment of cash dividends in the future will be dependent upon revenues and earnings, if any,
capital requirements and general financial condition from time to time. The payment of any cash dividends will be within the discretion
of the Board. Currently we expect that we will retain any earnings for use in our business operations and, accordingly, we do not expect
that the Board will declare any dividends in the foreseeable future.
Transfer Agent
VStock Transfer, LLC., 18 Lafayette Place, Woodmere,
New York 11598.
Securities Authorized for Issuance under Equity Compensation Plans
None.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered
Offerings
From March 12 to March 25, 2024, the Company entered
a series of subscription agreement with certain individual investors to issue 955,000 common shares of the Company for aggregate gross
proceeds of $930,000. Such agreements provided for, among other things, certain restrictions on transferability and registration rights.
Unless otherwise stated, the sales of the above
securities were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act
(or Regulation D or Regulation S promulgated thereunder), or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions
by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule
701. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment
only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed on the stock
certificates issued in these transactions.
Item 6. [Reserved]
8
Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations.
This
management’s discussion and analysis of financial condition and results of operations contains forward-looking statements
that involve risks and uncertainties. See “Special Note Regarding Forward-Looking Statements” for a discussion of
the uncertainties, risks and assumptions associated with those statements. You should read the following discussion in conjunction with
“Selected Historical Financial and Other Data” and our audited consolidated financial statements and related notes which are
included elsewhere in this prospectus. Our actual results may differ materially from those discussed in the forward-looking statements
as a result of various factors, including, but not limited to, those described under “Risk Factors” and included in other
portions of this prospectus.
This
prospectus includes forward-looking statements. We have based these forward-looking statements on our current expectations
and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties,
and assumptions about us that may cause our actual results, levels of activity, performance, or achievements to be materially different
from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.
In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,”
“would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,”
“continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy
include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings. References
to “we”, “us”, “our,” or the “Company” are to Linkhome Holdings Inc. and its subsidiary,
except where the context requires otherwise.
Overview
Linkhome
Holdings Inc. (“Linkhome,” “Linkhome Holdings,” the “Company,” or “We”) is a corporation
incorporated under the laws of Nevada on November 6, 2023. Linkhome was incorporated as a holding company with no material operations
of its own. Linkhome conducts substantially all of the operations through its subsidiary, Linkhome Realty Group, a California corporation
(“Linkhome Realty”). Located in Irvine, California, Linkhome Realty is presently focused on serving the Southern California
market, and, over time, intends to establish a nationwide marketing network covering multiple states.
Linkhome Realty focuses on comprehensive real estate activities as
a one-stop destination for a variety of real estate needs. By using Artificial Intelligence (“AI”) to streamline the
property search and transaction process, we facilitate property transactions as a real estate agency and provide efficient property management
services. We aim to offer comprehensive assistance to our clients in real estate investments by diversifying our services and providing
clients with access to a wide range of real estate solutions. Further, we aim to provide personalized services to both buyers and sellers
to meet their various real estate needs, and help our clients buy and sell property more efficiently.
Additionally, where possible and when we have sufficient cash on hand
to permit such a purchase, we purchase and sell real estate for our clients through our Cash Offer program. We developed the Cash Offer
program with the intent of increasing the successful rate in our clients’ acquisition of their desired houses. We also use this
service as a marketing tool to help us attract more clients. We use cash to purchase the target property first, and then sell it to our
customer. This service is particularly effective in the competitive U.S. real estate market, where buyers often face competition
and bidding for popular properties during the home purchase bid. Our ability to make all-cash offers helps our clients secure desired
properties quickly, thereby enhancing their chances of success. Our ultimate strategic goal is to become the premier AI driven real estate
technology company, utilizing artificial intelligence to transform the real estate industry, making property transactions more user-friendly,
transparent, and efficient. Currently, our funding for the Cash Offer comes primarily from investments made by our CEO and shareholders.
With the funds generated from this offering, we plan to expand our Cash Offer program. We believe and are confident that, over time, our
revenue will continue to grow and we will become more profitable over time.
Key Factors that Affect
Our Results of Operations
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Related Party Transactions
Related Parties
The
following individuals are considered related parties due to their roles and shareholdings in the Company:
● Haiyan Ma: Shareholder with 12.41% ownership.
For the Years Ended
December 31, 2024 and 2023
Property Purchases
and Sales Through Cash Offer
For
the year ended December 31, 2024, the Company purchased three properties in cash for $2,884,882 from unrelated parties and subsequently
sold them to Haiyan Ma for $2,940,544. For the year ended December 31, 2023, the Company purchased one property in cash for $ 1,056,370
from an unrelated party and subsequently sold it to Haiyan Ma for $1,069,072.
For
the year ended December 31, 2024, the Company purchased a property in cash for $1,425,930 from Haiyan Ma, which included $1,420,000 paid
to Haiyan Ma as the total consideration and $5,930 in title charges, escrow charges, and other related costs. The Company subsequently
sold the property to Na Li for $1,670,000.
Real Estate Agency
Service
For
the year ended December 31, 2024, the Company provided real estate agency services to Haiyan Ma, assisting with the sale of two properties
and the purchase of one property, for which the Company earned a total of $62,650 in real estate agency commission.
For
the year ended December 31, 2024, the Company provided real estate agency services to Zhen Qin and Na Li, assisting with the purchase
of a property, for which the Company earned $50,000 in real estate agency commission.
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For
the year ended December 31, 2024, the Company provided real estate agency services to two minority shareholders, assisting one shareholder
with selling a property and the other shareholder with purchasing a property, for which the Company earned a total of $15,550 in real
estate agency commission.
Property Management
Service
For
the year ended December 31, 2024, the Company provided tenant placement services to a minority shareholder, assisting with securing a
rental property, for which the Company earned $1,800 in property management service revenue.
Home Renovation Service
For
the year ended December 31, 2024, the Company provided home renovation services to Haiyan Ma on three home renovation projects, for which
the Company earned $53,012 in home renovation service revenue and incurred $43,332 in renovation costs.
For
the year ended December 31, 2024, the Company provided home renovation services to Na Li on four home renovation projects, for which the
Company earned $64,500 in home renovation service revenue and incurred $56,769 in renovation costs.
Commission Expense
For
the year ended December 31, 2023, the Company incurred commission expenses of $61,400, which were paid to Zhen Qin for real estate transactions
conducted on behalf of the Company. This amount was recorded in cost of revenues.
As of December
31, 2024 and 2023
Due to Related Party
On
May 1, 2024, Zhen Qin lent $530,000 to the Company to support its operational needs. As of December 31, 2024, the Company repaid $475,000
to Zhen Qin, and there was an outstanding balance of $55,000.
Selected Income Statement
Items
Net Revenues
We
derive our net revenues from (i) real estate purchases and sales made through Cash Offer, and (ii) real estate services including
acting as real estate agency for buying and selling properties, property management, home renovation and mortgage referral services. The
following table presents our net revenues by revenue stream for the periods presented:
Years Ended December 31,
Amount % Amount % Amount %
Real estate service revenue
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Revenue from Property Purchases and Sales
Through Cash Offer
In a competitive real estate market, a buyer who pays in cash is more
likely to secure a property. To give buyers an edge in competitive markets, we offer the Cash Offer program to enable buyers to make all-cash offers
on properties, even if they require financing. Through our Cash Offer program, we provide the funds to make a cash offer once the client
identifies a property. If the seller accepts the cash offer, we purchase the property in cash to secure its ownership and subsequently
sell it to the client within a short period of time. Our property purchases and sales through Cash Offer focus primarily on residential
and commercial properties.
Revenue
from property purchases and sales through our Cash Offer program accounted for 86.25% and 78.04% of net revenues for the years ended December
31, 2024 and 2023, respectively. Our revenue from this program increased by $5,499,332, or 514.40%, from $1,069,072 for the year ended
December 31, 2023, to $6,568,404 for the year ended December 31, 2024. This significant increase was due to the expansion of our Cash
Offer program, which commenced in late 2023. For the years ended December 31, 2024 and 2023, we purchased and sold six and one properties,
respectively, through the Cash Offer program, with average transaction prices of $1.08 million and $1.05 million.
Real Estate Service
Revenue
We offer comprehensive real estate services tailored to meet the diverse
needs of our clients. Our real estate service revenue consists primarily of real estate agency commissions for buying and selling properties
for clients, and revenue generated from property management, home renovation and mortgage referral services.
Real estate service revenue accounted for 13.75% and 21.96% of net
revenues for the years ended December 31, 2024 and 2023, respectively. Our real estate service revenue increased by $746,120, or 248.06%,
from $300,783 for the year ended December 31, 2023, to $1,046,903 for the year ended December 31, 2024. This increase was primarily driven
by growth in real estate agency commission and home renovation service revenue, partially offset by a decrease in mortgage referral fees
and property management service revenue, as explained below.
Real estate agency commission increased by $519,646, or 198.56%, from
$261,705 for the year ended December 31, 2023, to $781,351 for the year ended December 31, 2024. This increase was primarily driven by
a 214.58% increase in transaction volume, resulting from a 130.00% increase in the number of real estate transactions and a 36.78% increase
in the average transaction price. For the year ended December 31, 2024, we achieved a total transaction volume of $48,566,719 by completing
46 real estate transactions at an average transaction price of $1.06 million, while we achieved a total transaction volume of $15,438,435
by completing 20 real estate transactions at an average transaction price of $0.77 million for the year ended December 31, 2023.
The increase in real estate agency commission was partially offset by higher rebates, which we offered in order to attract more clients
and expand our market share. Rebates increased by $167,617, or 413.79%, from $40,508 for the year ended December 31, 2023, to $208,125
for the year ended December 31, 2024, accounting for 21.03% and 13.40% of gross real estate agency commission for the years ended December
31, 2024 and 2023, respectively.
Revenue from home renovation service increased by $236,873, or 2,835.78%,
from $8,353 for the year ended December 31, 2023, to $245,226 for the year ended December 31, 2024. This increase was driven by our
launch of home renovation service in late 2023 in response to a demand for home improvements aimed at enhancing living spaces and increasing
home equity. We completed 15 home renovation projects for the year ended December 31, 2024, compared to one project for the year ended
December 31, 2023.
Revenue
from mortgage referral service decreased by $9,450, or 70.00%, from $13,500 for the year ended December 31, 2023, to $4,050 for the year
ended December 31, 2024. This decrease was primarily due to reduced client demand for mortgage referrals, reflecting higher interest rates
during 2024. We assisted one client in securing a mortgage for the year ended December 31, 2024, compared to six clients for the year
ended December 31, 2023.
Revenue
from property management service decreased by $949, or 5.51%, from $17,225 for the year ended December 31, 2023, to $16,276 for the year
ended December 31, 2024. We had nine tenant placements for the year ended December 31, 2024, compared to eight for the year ended December
31, 2023. In addition to tenant placement services, we began providing ongoing property management services in 2024 and managed three
properties by year-end. The decrease in revenue was primarily due to a lower average revenue per tenant placement in 2024 and the initial
implementation of ongoing property management services, which are structured to generate recurring revenue over time rather than upfront
payments.
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