Longevity Diversified Holdings, Inc.

Longevity Diversified Holdings, Inc. operates as a public shell company with no operations, no revenue, and no assets, seeking to create shareholder value by merging with an entity that has experienced management and growth opportunities in exchange for shares of its common stock. The company does not restrict its search to any particular industry or geographical area and may engage in any business in any industry, subject to the availability of opportunities, economic conditions, and other factors. The company has unrestricted discretion in seeking and participating in a business opportunity, and selecting a business opportunity is complex and risky, with no assurance that it will identify and acquire any business opportunity that will ultimately benefit shareholders. The company anticipates that it may be able to participate in only one potential business venture because of its lack of financial resources, and it will not acquire or merge with any company for which audited financial statements cannot be obtained within a reasonable period of time after the proposed transaction closes.

The company believes it is an insignificant participant among the firms that acquire business opportunities, facing intense competition from established venture capital and financial concerns that have significantly greater financial and personnel resources and technical expertise. These competitors, including blank check companies such as special purpose acquisition companies, are purchasing operating entities in high volumes and at relatively discounted prices, and most have liquid cash available to take advantage of favorable market conditions. The company's competitive disadvantages include its limited financial resources, limited management availability, and relative illiquidity of its current assets, which could cause it to lose valuable business opportunities to competitors. The company's Chief Executive Officer has prior experience in business consulting, but past performance by management and their affiliates is not indicative of future performance.

The company's business model is to seek, investigate, and acquire an interest in business opportunities presented by persons or firms that desire the advantages of an issuer that has complied with the Securities Exchange Act of 1934. The company can offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in a public issuer without incurring the cost and time required to conduct an initial public offering. The company has no current arrangements or understandings concerning a business combination with any prospective target business, and management has not had any discussions with any representative of any other entity regarding a potential business combination. The company intends to fund working capital requirements through a combination of existing funds and future issuances of debt or equity securities, and it does not have sufficient working capital to fund operations over the next 12 months.

The company has no operating segments, products, or services, and it currently has no operations or revenue. The company's only activities are the expenditure related to running the company, including costs related to investigating, evaluating, and negotiating potential business combinations, filing SEC reports, and consummating an acquisition of an operating business. The company has no full-time executive, operational, or clerical staff; the CEO and sole director devotes approximately 10 hours weekly to company affairs, and the CFO also devotes approximately 10 hours weekly. The company owns no intellectual property and has no facilities, maintaining only an office address at the Homer Building, 601 13th St. NW, 12th Floor, Washington, D.C. 20005.

During the fiscal year, the company underwent significant corporate changes. On March 31, 2026, the holder of the Series A-1 Preferred Stock converted all 10,000,000 outstanding shares into 5,402,988,580 shares of common stock, representing 95% of the total issued and outstanding common stock on a post-conversion basis, and following the conversion, no shares of Series A-1 Preferred Stock remained outstanding. On May 4, 2026, the Board of Directors and majority stockholder approved a name change to Longevity Diversified Holdings, Inc. and a one-for-ten reverse stock split, which was approved by FINRA on July 1, 2026. The company also received an interest-free demand loan of $122,797 from AEI Capital Ltd., a related party, during the fiscal year.

The company reported a net loss of $82,132 for the fiscal year ended May 31, 2026, compared to a net loss of $52,725 for the prior fiscal year. Total operating expenses were $82,132 in fiscal 2026 versus $52,725 in fiscal 2025, consisting entirely of general and administrative expenses. The company had no revenue, no cash, and negative working capital of $134,857 as of May 31, 2026, with an accumulated deficit of $14,348,417. The independent registered public accounting firm's report expressed substantial doubt about the company's ability to continue as a going concern.

The company has not provided quantitative financial guidance for the upcoming period. Management intends to explore and identify viable business opportunities within the U.S. and globally, including seeking to acquire a business in a reverse merger, asset purchase, or similar transaction. The company anticipates incurring operating losses in the next 12 months, principally costs related to its obligation to file reports with the SEC, and expects working capital requirements to increase in line with implementing a business plan and the commencement of operations.

The primary growth vector is the identification and acquisition of a business opportunity through a reverse merger or similar transaction. The company will consider business opportunities in any industry or sector, and management believes that numerous firms are seeking the benefits of an issuer that has complied with the 1934 Act, including facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, and providing liquidity for all stockholders. The company expects that any potentially available business combinations may appear in various industries or regions and at various stages of development, and the selection of a business opportunity will be complex and risk-prone. The company may seek a business opportunity with entities that have recently commenced operations, are developing companies, or are in need of additional funds for development of new products or services or expansion into new markets, or that desire access to the U.S. capital markets.

The company's management, particularly CEO John Tan Honjian, brings experience from AEI Capital Group, an Asia-Pacific-focused private equity investment group with AUM exceeding USD $3 billion, backed by a team with experience in more than 100 M&A transactions, exceeding 50 private equity deals, and above 20 IPO exercises. AEI Capital Group specializes in late-stage, pre-IPO investments, merger and acquisition/joint venture transactions, private equity/venture capital deals, private investment in public equity, hedge fund portfolio, private fund structuring, and buy-out of high growth small and medium-sized enterprises and tech ventures, with preferred exit via IPO on global stock exchanges such as HKEX, ASX, and NASDAQ. This expertise may be leveraged to identify and evaluate potential business combination targets, though the company notes that past performance by management is not indicative of future results.

The company's cost structure is minimal, consisting solely of general and administrative expenses, which were $82,132 in fiscal 2026. The company has no employees and no facilities, and its officers are part-time, devoting approximately 10 hours weekly to company affairs. The company expects to incur additional costs related to investigating, evaluating, and negotiating potential business combinations, filing SEC reports, and consummating an acquisition, and it anticipates operating losses in the next 12 months. The company's ability to effectively identify, develop, and implement a feasible plan may be hindered by risks and uncertainties beyond its control, including adverse macroeconomic and geopolitical conditions.

The company has no capital expenditure plans, R&D spending, or dividend policy, as it has never paid or declared dividends on its common stock and does not anticipate paying cash dividends in the foreseeable future. The company's capital allocation strategy is focused on obtaining debt and/or equity financing to meet ongoing operating expenses and to fund a potential business combination. As of May 31, 2026, the company had $0 in cash and cash equivalents, and it relies on related party loans, with AEI Capital Ltd. having advanced $122,797 in the form of an interest-free demand loan. The company may need to raise additional capital by issuing debt or equity securities, which would likely dilute current investors.

The company faces significant headwinds, including its status as a shell company under applicable securities rules, which restricts investors' ability to rely on Rule 144 for resale of shares for one year after the company ceases to be a shell company. The company's common stock trades on the Pink Limited Market, which is generally very illiquid, and the stock price is subject to significant volatility due to its shell company status, low trading volume, and limited liquidity. The company also faces the risk that it may be unable to complete a business combination in a reasonable timeframe, on reasonable terms, or at all, and if it fails to complete a business combination, it will never generate any operating revenues.

The company's ability to consummate a business combination is constrained by its lack of financial resources, as it has no assets to provide owners of business opportunities and may not be able to obtain necessary financing on favorable terms or at all. The company expects to face intense competition from venture capital firms, larger companies, and other blank check companies that have greater capital or human resources. Additionally, the company's officers are not required to commit their full time to its affairs, which may result in conflicts of interest and could negatively impact the ability to consummate a business combination. The company may also be subject to regulation under the Investment Company Act of 1940 if it engages in business combinations that result in holding passive investment interests in several entities, which would require registration and incur significant compliance costs.

The company has no operations and no revenue, and if it fails to complete a business combination, investors will likely lose their entire investment. The company has limited capital, with $0 in cash as of May 31, 2026, and negative working capital of $134,857, and it may not be able to obtain necessary financing to consummate a business combination. The company is considered a shell company under Rule 405 of Regulation C, which restricts investors from relying on Rule 144 for resale of shares for one year after the company ceases to be a shell company, and the company cannot file Form S-8 registration statements until it ceases to be a shell company. The company's common stock trades on the Pink Limited Market, which is highly illiquid, and the stock price is volatile due to its shell company status, low trading volume, and limited liquidity. The company faces intense competition from venture capital firms and other blank check companies with greater resources, and its officers are not required to commit full time to its affairs, which may result in conflicts of interest and negatively impact the ability to consummate a business combination.

Management's message emphasizes the company's status as a public shell company seeking to create value for shareholders by merging with another entity with experienced management and growth opportunities. The CEO, John Tan Honjian, has extensive experience as a corporate strategist and private equity investor, having served as Chairman and CEO of AEI Capital Group since January 2015, leading an Asia-Pacific-focused private equity investment group with AUM exceeding USD $3 billion, and has served as co-president of the Investment Banking Services Group at European Credit Investment Bank Ltd. since January 2020. The strategic priorities are to identify and acquire a viable business opportunity, obtain necessary financing, and complete a reverse merger or similar transaction, with the expectation that any acquisition will be dilutive to existing stockholders. Management acknowledges the company's limited capital resources and the risk that it may not be able to complete a business combination, which could result in investors losing their entire investment.