{"url_path":"/sec/bliv/10-k/2026/item-3","section_key":"item-3","section_title":"Item 3 KEY INFORMATION**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1982448/0001493152-26-023306-index.html","accession_number":"0001493152-26-023306","cik":"0001982448","ticker":"BLIV","issuer_name":"BeLive Holdings","edgar_url":"https://www.sec.gov/Archives/edgar/data/1982448/0001493152-26-023306-index.html","primary_entity_key":"0001982448","primary_entity_name":"BeLive Holdings"},"word_count":18059,"has_tables":true,"body_markdown":"**ITEM\n3. KEY INFORMATION**\n\n \n\n**RISK\nFACTORS**\n\n \n\n*Investing\nin our shares is highly speculative and involves a significant degree of risk. You should carefully consider the following risks, as\nwell as other information contained in this Annual Report. The risks discussed below could materially and adversely affect our business,\nprospects, financial condition, results of operations, cash flows, ability to pay dividends and the trading price of our shares. Additional\nrisks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect\nour business, prospects, financial condition, results of operations, cash flows, and ability to pay dividends, and you may lose all or\npart of your investment.*\n\n \n\n**Risks\nRelated to Our Business and Industry**\n\n \n\n**We\nhave a history of operating losses, and we may not be able to generate sufficient revenue to achieve and sustain profitability\nwhich may cast doubt on our ability to continue as a going concern.**\n\n \n\nWe\nhad net losses of approximately S$6,696,000, S$5,508,000, and S$2,094,000, respectively, for the financial years ended December 31, 2025,\n2024, and 2023. Despite generating net income during the past three financial years, our operating expenses have increased significantly\nover those financial years, resulting in year-to-year increases in our net losses, and we anticipate that our operating expenses will\ncontinue to increase for the foreseeable future as we seek to maintain and continue to grow our business, attract new clients, and further\nenhance our services. These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue\nsufficiently to offset these higher operating expenses. As a result of the foregoing and other factors, we may incur net losses in the\nfuture and may be unable to achieve or maintain profitability on a quarterly or annual basis for the foreseeable future. These conditions\nindicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going\nconcern, and the Company may not be able to realize its assets and discharge its liabilities in the normal course of business. Although\na shareholder of the Company agreed to provide continuing financial support to the Company for twenty-four months from June 30, 2024,\nand provided S$737,951 to the Company during the financial year ended December 31, 2025 in the form of a credit facility, that support\nis expected to end as of July 1, 2026. The Company may be unable to generate sufficient revenue to pay its expenses as they come due\nafter it loses that shareholder support and may not be able to obtain an equal amount of alternate financing, if any. See “Item\n7. Major Shareholders and Related Party Transactions.”\n\n \n\n 4\n\n \n\n** **\n\n**Our\nresults of operations could be adversely affected by volatile, negative, or uncertain economic and political conditions and the effects\nof these conditions on our clients’ businesses and levels of business activity.**\n\n \n\nGlobal\nmacroeconomic and geopolitical conditions affect our business. Volatile, negative, or uncertain economic and political conditions in our\nsignificant markets could in the future undermine business confidence in those markets, or in other markets, which are increasingly interdependent,\nand cause our clients to reduce or defer their spending on new projects, or may result in clients reducing, delaying, or eliminating spending\nunder existing projects with us, which would negatively affect our business. Growth in the markets we serve could occur slowly, or could\nstagnate or contract, in each case, for an extended period of time. Any of these occurrences could have a negative effect on our business,\nfinancial condition, results of operations and growth prospects.\n\n \n\n**Our\nfuture revenue and operating results will be harmed if we are unable to acquire new customers, retain existing customers, expand sales\nto our existing customers and develop new functionality for our BeLive Solutions that achieve market acceptance.**\n\n \n\nIn\norder to continue to grow our business, we must continue to acquire new customers to purchase and use our BeLive Solutions. Our success\nin adding new customers depends on numerous factors, including our ability to: (i) offer a compelling e-commerce platform; (ii) execute\nour sales and marketing strategy; (iii) attract, effectively train and retain new sales, marketing, professional services and support\npersonnel in the markets we pursue; (iv) develop or expand relationships with partners and alliances, payment providers and systems integrators;\n(v) expand into new geographic areas and market segments; and (vi) efficiently onboard new customers to our BeLive Solutions.\n\n \n\nTo\nthis end, we launched our wholly-owned subsidiaries, BeLive Media and BeLive AI Studios, to focus on new and creative production content.\nWe also entered into a strategic partnership with Insight, Lab, Inc. (“Insight Lab”), which we believe is one of Japan’s\nleading data strategy firms, to bring real-time analytics, artificial intelligence (“AI”) and personalized viewer engagement\nto the next level.\n\n \n\nOur\nability to increase revenue also depends, in part, on our ability to retain existing customers and to sell additional functionality and\nadjacent services to our existing and new customers. Our customers have no obligation to renew their contracts for our solutions after\nthe expiration of their initial subscription period. In order for us to maintain or improve our results of operations, it is important\nthat our customers renew their contracts with us on the same or more favorable terms to us. Our ability to increase sales to existing\ncustomers depends on several factors, including their experience with implementing and using our BeLive Solutions, their ability to integrate\nour BeLive Solutions with other technologies and our pricing model.\n\n \n\nOur\nability to generate revenue may be inconsistent across small and midsize businesses, mid-market, and large enterprise customers.\nIf we experience limited or inconsistent growth in any of these customer sets, particularly our large enterprise customers, our business,\nfinancial condition, and operating results could be adversely affected.\n\n \n\n**We\nhave significant customer concentration, and if we fail to attract new customers, retain existing customers or maintain or increase sales\nto customers, our business, financial condition, results of operations, and growth prospects will be harmed.**\n\n \n\nDuring\nthe financial years ended December 31, 2025, 2024, and 2023, customers who contributed over 10% of the total revenue of the Group accounted\nfor approximately 59%, 79%, and 63% of our total revenue, respectively. This concentration of customers could leave us exposed\nto the risks associated with the loss or default of one or more of these significant customers, which would materially and adversely\naffect our revenue and results of operations. If these customers were to default in their payment obligations to us or significantly\nreduce their relationship with us and if we were unable to replace any lost revenue through the sale of our BeLive Solutions and services\nto additional customers, our financial condition, results of operations, and growth prospects could be negatively impacted, and such\nimpact would likely be significant.\n\n \n\n 5\n\n \n\n** **\n\n**We\ncurrently report our financial results under IFRS, which differs in certain significant respects from U.S. generally accepted accounting\nprinciples.**\n\n \n\nOur\nconsolidated financial statements are prepared in accordance with IFRS. There have been and there may in the future be certain significant\ndifferences between IFRS and U.S. GAAP, including differences related to revenue recognition, intangible assets, share-based compensation\nexpense, income tax, and earnings per share. As a result, our financial information and reported earnings for historical or future periods\ncould be significantly different from what they would be if they were prepared in accordance with U.S. GAAP. In addition, we do not intend\nto provide a reconciliation between IFRS and U.S. GAAP unless it is required under applicable law. As a result, you may not be able to\nmeaningfully compare our consolidated financial statements under IFRS with those of companies that prepare their consolidated financial\nstatements under U.S. GAAP.\n\n** **\n\n**Our\nsuccess depends on our ability to maintain our reputation. If events occur that damage our reputation, our business and financial results\nmay be harmed.**\n\n \n\nOur\nbusiness, results of operations, and prospects depend, in part, on our ability to maintain our reputation for providing high quality\nproducts and services. We could lose existing or potential clients and/or opportunities for securing new projects if our reputation were\nto be associated with any negative publicity, including complaints raised by unsatisfied clients, that comes to the public’s attention.\nIf we fail to successfully maintain, promote, and position our brand and to protect our reputation, our business, financial condition,\nand operating results may be adversely affected.\n\n \n\n**If\nwe fail to maintain or grow our brand recognition, our ability to expand our customer base will be impaired and our financial condition\nmay suffer.**\n\n \n\nWe\nbelieve that maintaining and enhancing the BeLive brand is important to supporting continued acceptance of our existing and future solutions,\nattracting new customers to our BeLive Solutions, and retaining existing customers. We also believe that the importance of brand recognition\nwill increase as competition in our market increases. Successfully maintaining our brand will depend largely on the effectiveness of\nour marketing efforts, our ability to provide reliable and useful BeLive Solutions to meet the needs of our customers at competitive\nprices, our ability to maintain our customers’ trust, our ability to continue to develop new functionality and solutions, and our\nability to successfully differentiate our BeLive Solutions. Brand promotion activities may not generate customer awareness\nor yield increased revenue. Even if they do, any increased revenue may not offset the expenses we incurred in building and promoting\nour brand. If we fail to successfully promote and maintain our brand, we may fail to attract enough new customers or retain a sufficient\nnumber of existing customers to realize a sufficient return on our brand-building efforts, and our business could suffer.\n\n \n\n**If\nwe fail to offer high quality customer support, our business and reputation could suffer.**\n\n \n\nOur\ncustomers rely on our personnel for support related to our subscription and customer solutions. High-quality support is important for\nthe renewal and expansion of our agreements with existing customers. The importance of high-quality support will increase as we expand\nour business and pursue new customers, particularly large enterprise customers. If we do not help our customers quickly resolve issues\nand provide effective ongoing support, our ability to sell new solutions to existing and new customers could suffer and our reputation\nwith existing or potential customers could be harmed.\n\n \n\n 6\n\n \n\n** **\n\n**Our\nbusiness generates and processes a large amount of data, and the improper use or disclosure of such data could harm our reputation as\nwell as have a material adverse effect on our business and prospects.**\n\n \n\nOur\ne-commerce platform generates and processes a large quantity of personal, transaction, demographic, and behavioral data. We face risks\ninherent in handling large volumes of data and in protecting the security of such data. In particular, we face a number of challenges\nrelating to data from transactions and other activities on our platform, including:\n\n \n\n \n●\nprotecting\nthe data in and hosted on our system, including against attacks on our system by outside parties or fraudulent behavior by our employees;\n\n \n \n \n\n \n●\naddressing\nconcerns related to privacy and sharing, safety, security, and other factors; and\n\n \n \n \n\n \n●\ncomplying\nwith applicable laws, rules, and regulations relating to the collection, use, disclosure, or security of personal information, including\nany requests from regulatory and government authorities relating to such data.\n\n \n\nAny\nsystems failure or security breach or lapse that results in the release of user data could harm our reputation and brand and, consequently,\nour business, in addition to exposing us to potential legal liability.\n\n** **\n\n**Failure\nto maintain or improve our technology infrastructure could harm our business and prospects.**\n\n \n\nMaintaining\nand improving our technology infrastructure require significant levels of investment. Adopting new software and upgrading our online\ninfrastructure requires significant investments of time and resources, including adding new hardware, updating software, and recruiting\nand training new engineering personnel. Adverse consequences of not maintaining and improving our technology infrastructure could include\nunanticipated system disruptions, slower response times, impaired quality of customers’ experiences, and delays in reporting accurate\noperating and financial information. In addition, much of the software and interfaces we use are internally developed and proprietary\ntechnology. If we experience problems with the functionality and effectiveness of our software or are unable to maintain and constantly\nimprove our technology infrastructure to handle our business needs, our business, financial condition, results of operation, and prospects,\nas well as our reputation, could be materially and adversely affected.\n\n \n\n**Undetected\nprogramming errors could adversely affect our clients’ experience and market acceptance of our live commerce and shoppable short\nvideos, which may materially and adversely affect our business, financial condition, and results of operations.**\n\n \n\nLive\ncommerce and shoppable short video content produced by our clients or displayed on our clients’ e-commerce platforms may contain\nprogramming errors that may only become apparent after their release. We generally have been able to resolve such programming errors\nin a timely manner. However, we cannot assure you that we will be able to detect and resolve all of these programming errors effectively.\nUndetected audio or video programming errors or defects may adversely affect user experience, which in turn may have a material and adverse\neffect on our business, financial condition, and results of operations.\n\n \n\n**We\nrely on computer software and hardware systems in our operations, the failure of which could adversely affect our business, financial\ncondition, and results of operations.**\n\n \n\nWe\nare dependent upon our computer software and hardware systems in developing our BeLive Solutions and maintaining important operational\nand market information. In addition, we rely on our computer hardware for the storage, delivery, and transmission of data. Any system\nfailure that causes interruptions to the input, retrieval, and transmission of data or an increase in service time could disrupt our\nnormal operations. Although we have a disaster recovery plan that is designed to address the failures of our computer software and hardware\nsystems, we may not be able to effectively carry out this disaster recovery plan or restore our operations within a sufficiently short\ntime frame to avoid business disruptions. Any failure in our computer software or hardware systems could decrease our revenues and harm\nour relationships with our customers, which in turn could have a material adverse effect on our business, results of operations, and\nfinancial condition.\n\n \n\n 7\n\n \n\n \n\n**We\nare dependent upon customers’ continued and unimpeded access to the Internet, and upon their willingness to use the\nInternet for commerce.**\n\n \n\nOur\nsuccess depends upon the general public’s ability to access the Internet, including through mobile devices, and its continued willingness\nto use the Internet to pay for purchases, communicate, access social media, research, and conduct commercial transactions. The adoption\nof any laws or regulations that adversely affect the growth, popularity, or use of the Internet, including changes to laws or regulations\nimpacting Internet neutrality, could decrease the demand for our BeLive Solutions, increase our operating costs, or otherwise adversely\naffect our business. Given uncertainty around these rules, we could experience discriminatory or anti-competitive practices that could\nimpede both our and our customers’ growth, increase our costs, or adversely affect our business. In the future, providers of Internet\nbrowsers could introduce new features that would make it difficult for customers to use our BeLive Solutions. In addition, Internet browsers\nfor desktops, tablets, or mobile devices could introduce new features, or change existing browser specifications, such that they would\nbe incompatible with our BeLive Solutions. If customers become unable, unwilling, or less willing to use the Internet for commerce for\nany reason, including lack of access to high-speed communications equipment, congestion of traffic on the Internet, Internet outages,\nor delays, disruptions, or other damage to customers’ computers, increases in the cost of accessing the Internet, and security\nand privacy risks, or the perception of such risks, our business could be adversely affected.\n\n \n\n**We\nmaintain limited business liability and property insurance and do not maintain any business disruption or litigation insurance;\ntherefore, incidents or claims we experience may result in substantial costs to us and the diversion of our resources.**\n\n \n\nWhile\nwe maintain liability insurance against injuries, death, or losses due to fire and water leakage, as well as property insurance covering\ndamage to our occupied premises and facilities, we have determined that the risks of disruption or other liability from our business,\nand the cost of obtaining insurance coverage for these risks and the difficulties associated with obtaining such insurance on commercially\nreasonable terms, make it impractical for us to obtain such insurance on terms and conditions that are commercially reasonable. As a\nresult, we have not purchased any business liability, disruption, or litigation coverage for our operations. Any occurrence of an uninsured\nloss or damage, litigation, or business disruption may result in substantial costs to us and the diversion of our resources, which could\nhave an adverse effect on our operating results.\n\n \n\n**If\nwe cannot continue to innovate technologically or develop, market, and sell new products and services, or enhance existing technology\nand products and services to meet customer requirements, our ability to grow our revenue could be impaired.**\n\n \n\nOur\ngrowth largely depends on our ability to innovate and add value to our existing creative platform and to provide our customers and contributors\nwith a scalable, high-performing technology infrastructure that can efficiently and reliably handle increased customer and contributor\nusage globally, as well as the deployment of new features. Without improvements to our technology and infrastructure, our operations\nmight suffer from unanticipated system disruptions, slow performance, or unreliable service levels, any of which could negatively affect\nour reputation and ability to attract and retain customers and contributors. We are currently making, and plan to continue making, significant\ninvestments to maintain and enhance our technology and infrastructure and to evolve our information processes and computer systems in\norder to run our business more efficiently and remain competitive. We may not achieve the anticipated benefits, significant growth, or\nincreased market share from these investments for several years, if at all. If we are unable to manage our investments successfully or\nin a cost-efficient manner, our business and results of operations may be adversely affected.\n\n \n\n**Natural\ncatastrophic events and man-made problems such as power disruptions, computer viruses, global pandemics, a cyberattack or data security\nbreaches, and terrorism may disrupt our business.**\n\n \n\nWe\nrely heavily on our network infrastructure and IT systems for our business operations. An online attack, damage as a result of civil\nunrest, earthquake, fire, terrorist attack, power loss, global pandemics (such as the COVID-19 pandemic), telecommunications failure,\nor other similar catastrophic event could cause system interruptions, delays in accessing our service, reputational harm, and loss of\ncritical data. Such events could prevent us from providing our BeLive Solutions to our customers. A catastrophic event that results in\nthe destruction or disruption of our data centers or our network infrastructure or IT systems, including any errors, defects, or failures\nin third-party hardware, could affect our ability to conduct normal business operations and adversely affect our operating results.\n\n \n\n 8\n\n \n\n \n\nIn\naddition, as computer malware, viruses, cyberattack, computer hacking, fraudulent use attempts, and phishing attacks have become more\nprevalent, we face increased risk from these activities. These activities threaten the performance, reliability, security, and availability\nof our BeLive Solutions. Any computer malware, viruses, computer hacking, fraudulent use attempts, phishing attacks, or other data security\nbreaches to our systems could, among other things, harm our reputation and our ability to retain existing customers and attract new customers.\nMany companies that provide cloud-based services have reported a significant increase in cyberattack activity since the beginning of\nthe COVID-19 pandemic.\n\n \n\nIn\naddition, because we may utilize a third-party contractor to provide certain services to us, including cloud, software, data center,\nand other critical technology, to collect and maintain personal data on our shareholders, we rely heavily on the data security practices\nand policies adopted by these third-party service providers. Our ability to monitor our third-party service providers’ data security\nis limited. A vulnerability in our or our third-party service providers’ software or systems, a failure of our third-party service\nproviders’ safeguards, policies, or procedures, or a breach of a software or systems could result in the compromise of the confidentiality,\nintegrity, or availability of the data housed. We have not experienced any cybersecurity attacks or any similar incidents; however, we\ncannot guarantee that such attacks will not occur in the future and adversely affect our employees, customers, shareholders, and anyone\nwho uses our solutions. We and our third-party service providers and partners may be unable to anticipate or prevent techniques\nused in the future to obtain unauthorized access or to sabotage our or their systems and we cannot guarantee that applicable recovery\nsystems, security protocols, network protection mechanisms, and other procedures are or will be adequate to prevent network and service\ninterruption, system failure, or data loss. In addition, we may also become liable in the event our or our third-party service providers\nare subject to security breaches, privacy breaches, or other cybersecurity threats. This could expose us to a risk of litigation, indemnity\nobligations, and damages, cause us to incur significant liability and financial loss, and be subject to regulatory scrutiny, investigations,\nproceedings, fines, and penalties, and require us to expend significant capital and other resources to alleviate problems caused by any\nsuch cybersecurity attack or other security breach or incident and to implement additional security measures.\n\n \n\nWe\ncurrently do not maintain cybersecurity insurance, and in the event that we were to seek to obtain such insurance coverage, it\nmay not be available on acceptable terms or in sufficient amounts to cover one or more large claims in connection with cybersecurity\nliabilities. Insurers could also deny coverage as to any future claim.\n\n \n\n**If\nwe are unable to increase market awareness of our Company and our applications, our revenue may not continue to grow or may decline.**\n\n \n\nMarket\nawareness of our Company and our applications is essential to our ability to generate new leads for expanding our business and for our\ncontinued growth. If we fail to sufficiently invest in our marketing programs or if they are unsuccessful in creating market awareness\nof our Company and our applications, our revenue may grow more slowly than expected or may decline and our financial performance may\nbe adversely affected.\n\n \n\n**We\nface intense competition, especially from well-established companies offering solutions and related applications. We may lack sufficient\nfinancial or other resources to maintain or improve our competitive position, which may harm our ability to add new customers, retain\nexisting customers, and grow our business.**\n\n \n\nThe\nmarket for e-commerce solutions is evolving and highly competitive. We expect competition to increase in the future from established\ncompetitors and new market entrants. With the introduction of new technologies and the entry of new companies into the market, we expect\ncompetition to persist and intensify in the future. This could harm our ability to increase sales, maintain or increase renewals, and\nmaintain our prices. We face intense competition from other software companies that may offer related e-commerce platform software solutions\nand services. Our competitors include larger companies that have acquired e-commerce platform solution providers in recent years. We\nalso compete with custom software internally developed within e-commerce businesses. In addition, we face competition from niche companies\nthat offer point products that attempt to address certain of the problems that our BeLive Solutions solves.\n\n \n\nMerger\nand acquisition activity in the technology industry could increase the likelihood that we compete with other large technology companies.\nMany of our existing competitors have, and our potential competitors could have, substantial competitive advantages such as greater name\nrecognition, longer operating histories, larger sales and marketing budgets and resources, greater customer support resources, lower\nlabor and development costs, larger and more mature intellectual property portfolios, and substantially greater financial, technical,\nand other resources.\n\n \n\n 9\n\n \n\n \n\nSome\nof our larger competitors also have substantially broader product lines and market focus and will therefore not be as susceptible to\ndownturns in a particular market. Conditions in our market could change rapidly and significantly as a result of technological advancements,\npartnering by our competitors, or continuing market consolidation. New start-up companies that innovate, and large companies that are\nmaking significant investments in research and development, may invent similar or superior products and technologies that compete with\nour BeLive Solutions. In addition, some of our competitors may enter into new alliances with each other or may establish or strengthen\ncooperative relationships with agency partners, technology and application providers in complementary categories, or other parties. Any\nsuch consolidation, acquisition, alliance, or cooperative relationship could lead to pricing pressure, a loss of market share, or a smaller\naddressable share of the market. It could also result in competitors with greater financial, technical, marketing, service, and other\nresources, all of which could harm our ability to compete.\n\n \n\n**Any\ndisruption of service at the data centers that house our equipment and deliver our software applications could harm our business.**\n\n \n\nWhile\nwe procure and operate all infrastructure equipment delivering our applications, third parties operate the data centers that we use.\nWhile we control and have access to our servers and all the other components of our network that are located in our external data centers,\nwe do not control the operation of these data centers and we are therefore vulnerable to disruptions, power outages, or other issues\nthe data centers experience. We may experience interruptions, delays, and outages in service and availability from time to time.\n\n \n\nThe\nowners of our data centers have no obligation to renew their agreements with us on commercially reasonable terms, or at all. If we are\nunable to renew these agreements on commercially reasonable terms, or if one of our data center operators is acquired, we may be required\nto transfer our servers and other infrastructure to new data centers, and we may incur significant costs and possible service interruption\nin connection with doing so.\n\n \n\nOur\ndata centers are vulnerable to damage or interruption from human error, malicious acts, earthquakes, hurricanes, tornados, floods, fires,\nwar, terrorist attacks, power losses, hardware failures, systems failures, telecommunications failures, and similar events. The occurrence\nof a natural disaster or an act of terrorism, vandalism, or other misconduct, a decision to close the data centers without adequate notice,\nor other unanticipated problems could result in lengthy interruptions in availability of our applications.\n\n \n\nAny\nchanges in third-party service levels at our data centers or any errors, defects, disruptions, or other performance problems with our\napplications could harm our reputation and may damage our customers’ businesses. Interruptions in availability of our applications\nmight reduce our revenue, cause us to issue credits to customers, subject us to potential liability, and cause customers to terminate\ntheir subscriptions or decide not to renew their subscriptions with us.\n\n \n\n**If\nwe fail to adequately manage our data center infrastructure capacity, our existing customers may experience service outages and our new\ncustomers may experience delays in the deployment of our applications.**\n\n \n\nWe\nhave experienced significant customer growth, which increases the amount of data, data processing, and bandwidth needed to run our service.\nWe aim to maintain sufficient capacity in our operations infrastructure to meet the needs of all of our customers. However, preparing\ndata center infrastructure expansion requires time and resources. If we do not accurately predict our infrastructure capacity requirements\nwith sufficient lead time, our customers could experience service impairment that may subject us to financial penalties and could cause\nus to lose customers. If our data center infrastructure capacity fails to keep pace with increased subscriptions, customers may experience\ndelays or reductions in the quality of our service as we seek to obtain additional capacity, which could harm our reputation and harm\nour business.\n\n \n\n 10\n\n \n\n** **\n\n**If\nwe fail to adapt and respond effectively to rapidly changing technology, evolving industry standards, and changing customer needs or\npreferences, our BeLive Solutions may become less competitive.**\n\n \n\nThe\nsoftware industry is subject to rapid technological change, evolving industry standards and practices, and changing customer needs and\npreferences. The success of our business will depend, in part, on our ability to adapt and respond effectively to these changes on a\ntimely basis. We may introduce significant changes to our BeLive Solutions or develop and introduce new and unproven services, including\nusing technologies with which we have little or no prior development or operating experience. If we are unable to develop and sell new\ntechnology, features, and functionality for our BeLive Solutions that satisfy our customers and that keep pace with rapid technological\nand industry change, our revenue and operating results could be adversely affected. If new technologies emerge that deliver competitive\nsolutions at lower prices, more efficiently, more conveniently, or more securely, it could adversely impact our ability to compete.\n\n \n\nOur\nBeLive Solutions must also integrate with a variety of network, hardware, mobile, and software platforms and technologies. We need to\ncontinuously modify and enhance our BeLive Solutions to adapt to changes and innovation in these technologies. If businesses widely adopt\nnew e-commerce technologies, we will have to develop new functionality for our BeLive Solutions to work with those new technologies.\nThis development effort may require significant engineering, marketing, and sales resources, all of which would affect our business and\noperating results. Any failure of our BeLive Solutions to operate effectively with future technologies could reduce the demand for our\nBeLive Solutions. If we are unable to respond to these changes in a cost-effective manner, our BeLive Solutions may become less marketable\nand less competitive or obsolete, and our operating results may be negatively affected.\n\n \n\n**If\nour applications contain serious errors or defects, we may lose revenue and market acceptance and we may incur costs to defend or settle\nproduct liability claims.**\n\n \n\nComplex\nsoftware applications such as ours often contain errors or defects, particularly when first introduced or when new versions or enhancements\nare released. Our current and future applications may contain serious defects.\n\n \n\nAs\nour customers use our applications for critical business purposes, defects or other performance problems could negatively impact our\ncustomers and could result in:\n\n \n\n \n●\nloss\nor delayed market acceptance and sales;\n\n \n●\nsales\ncredits or refunds for prepaid amounts related to unused subscription services;\n\n \n●\ncancelled\ncontracts and loss of customers;\n\n \n●\ndiversion\nof development and customers service resources; and\n\n \n●\ninjury\nto our reputation.\n\n \n\nThe\ncosts incurred in correcting any material errors or defects might be substantial and could adversely affect our operating results. Although\nour customer agreements typically contain provisions designed to limit our exposure to certain of the claims above, existing or future\nlaws or unfavorable judicial decisions could negate these limitations. Even if not successful, a product liability claim brought against\nus would likely be a distraction to management, time-consuming and costly to resolve, and could seriously damage our reputation in the\nmarketplace, making it harder for us to sell our applications. Additionally, our errors and omissions insurance may be inadequate or\nmay not be available in the future on acceptable terms, or at all, and our policy may not cover all claims made against us and defending\na suit, regardless of its merit, could be costly and divert management’s attention.\n\n \n\n**We\ncould incur substantial costs as a result of any claim of infringement of another party’s intellectual property rights.**\n\n \n\nIn\nrecent years, there has been significant litigation involving patents and other intellectual property rights in our industry. Companies\nproviding software are increasingly bringing and becoming subject to suits alleging infringement of proprietary rights, particularly\npatent rights, and to the extent we gain greater market visibility, we face a higher risk of being the subject of intellectual property\ninfringement claims. We do not have a significant patent portfolio, which could prevent us from deterring patent infringement claims\nthrough our own patent portfolio, and our competitors and others may now and in the future have significantly larger and more mature\npatent portfolios than we have. The risk of patent litigation has been amplified by the increase in the number of a type of patent holder,\nwhich we refer to as a non-practicing entity, whose sole business is to assert such claims and against whom our own intellectual property\nportfolio may provide little deterrent value. We could incur substantial costs in prosecuting or defending any intellectual property\nlitigation. If we sue to enforce our rights or are sued by a third-party that claims that our applications infringe its rights, the litigation\ncould be expensive and could divert our management resources.\n\n \n\n 11\n\n \n\n \n\nIn\naddition, in a minority of instances, we have agreed to indemnify our customers against claims that our applications infringe the intellectual\nproperty rights of third parties. Our business could be adversely affected by any significant disputes between us and our customers as\nto the applicability or scope of our indemnification obligations to them. Any intellectual property litigation to which we might become\na party, or for which we are required to provide indemnification, may require us to do one or more of the following:\n\n \n\n \n●\ncease\nselling or using applications that incorporate the intellectual property that we allegedly infringe;\n\n \n●\nmake\nsubstantial payments for legal fees, settlement payments, or other costs or damages;\n\n \n●\nobtain\na license, which may not be available on reasonable terms or at all, to sell or use the relevant technology; or\n\n \n●\nredesign\nthe allegedly infringing applications to avoid infringement, which could be costly, time-consuming, or impossible.\n\n \n\nIf\nwe are required to make substantial payments or undertake any of the other actions noted above as a result of any intellectual property\ninfringement claims against us or any obligation to indemnify our customers for such claims, such payments or actions could harm our\nbusiness.\n\n \n\n**Privacy\nconcerns and laws or other domestic or foreign regulations may reduce the effectiveness of our applications and adversely affect our\nbusiness.**\n\n \n\nOur\ncustomers may use our applications in the future to collect, use, and store personal or identifying information regarding their customers\nand employees. Federal, state, and foreign government bodies and agencies have adopted, are considering adopting, or may adopt laws and\nregulations regarding the collection, use, storage, and disclosure of personal information obtained from individuals. The costs of compliance\nwith, and other burdens imposed by, such laws and regulations that are applicable to the businesses of our customers may limit the use\nand adoption of our applications and reduce overall demand, or lead to significant fines, penalties, or liabilities for any noncompliance\nwith such privacy laws. Furthermore, privacy concerns may cause our customers to resist providing the personal data necessary to allow\nthem to use our applications effectively. Even the perception of privacy concerns, whether or not valid, may inhibit market adoption\nof our applications in certain industries. All of these legislative and regulatory initiatives may adversely affect our customers’\nability to process, handle, store, use, and transmit demographic and personal information from their customers and employees, which could\nreduce demand for our applications.\n\n \n\nIn\naddition to government activity, privacy advocacy groups and the technology and other industries are considering various new, additional,\nor different self-regulatory standards that may place additional burdens on us. If the processing of personal information were to be\ncurtailed in this manner, our applications would be less effective, which may reduce demand for our applications and adversely affect\nour business.\n\n \n\n**We\nmay become subject to additional compliance costs as data protection laws evolve worldwide.**\n\n \n\nIn\ncertain instances, the Company is or may become subject to applicable privacy and data protection laws and regulations. The laws and\nregulations relating to privacy and data protection are evolving, may impose inconsistent or conflicting standards among jurisdictions,\ncan be subject to significant change, and may result in ever-increasing regulatory and public scrutiny and escalating levels of enforcement\nand sanctions. For example, the European Union (EU) data protection regime, the General Data Protection Regulation (“GDPR”),\nbecame effective on May 25, 2018, and, in addition to imposing stringent obligations relating to privacy, data protection, and information\nsecurity, authorizes fines up to 4% of global annual revenue or €20 million, whichever is greater, for some types of violations.\nAlthough we do not currently focus our marketing efforts in Europe, nor do we currently have a meaningful European customer base, in\nthe future, as we grow, we may need to incur additional costs to comply with GDPR.\n\n \n\nIn\naddition to government regulation, privacy advocates and industry groups may propose self-regulatory standards from time to time. These\nand other industry standards may legally or contractually apply to us, or we may elect to comply with such standards or to facilitate\ncompliance with such standards. We also expect that there will continue to be new proposed laws, regulations, and standards relating\nto privacy and data protection in various jurisdictions, and we cannot determine the impact such future laws, regulations, and standards\nmay have on our business. Future restrictions on the collection, use, sharing, or disclosure of data, or associated requirements, could\nrequire us to incur additional costs or modify our platform, possibly in a material manner, which we may be unable to achieve in a commercially\nreasonable manner or at all, and which could limit our ability to develop new features. Because the interpretation and application of\nlaws, standards, contractual obligations, and other obligations relating to privacy and data protection are uncertain, it is possible\nthat these laws, standards, contractual obligations, and other obligations may be interpreted and applied in a manner that is inconsistent\nwith our current data management practices, our privacy, data protection, or data security policies or procedures, or the features of\nour BeLive Solutions.\n\n \n\n 12\n\n \n\n \n\nAny\nviolations of laws and regulations relating to privacy, data protection, or the safeguarding of private information could subject our\nCompany or any users to fines, penalties, or other regulatory actions, as well as to civil actions by affected parties. Any such violations\ncould also result in negative publicity and harm to our or our users’ reputations. Any such violations also could adversely affect\nour ability to develop and successfully commercialize our products.\n\n \n\n**If\nwe cannot continue to innovate or fail to adapt to changes in our industry, our business, financial condition, and results of operations\nwould be materially and adversely affected.**\n\n \n\nThe\nsubscription service and application development service industries have trends of developing high-end and high-tech products to fulfill\nthe changing customers’ demands. Furthermore, our competitors are constantly developing innovations in different products to enhance\ncustomers’ experience. We continue to invest significant resources in our infrastructure, research and development, and other areas\nto enhance our existing solutions and introduce new solutions that will attract more participants to our marketplaces. The changes and\ndevelopments in our industry may also require us to re-evaluate our business model and adopt significant changes to our long-term strategies\nand business plan. Our failure to innovate and adapt to these changes would have a material adverse effect on our business, financial\ncondition, and results of operations.\n\n \n\n**If\nwe fail to improve and enhance the functionality, performance, reliability, design, security, and scalability of our BeLive Solutions\nand innovate and introduce new solutions in a manner that responds to our customers’ evolving needs, our business may be adversely\naffected.**\n\n \n\nThe\nmarkets in which we compete are characterized by constant change and innovation and we expect them to continue to evolve rapidly. Our\nsuccess has been based on our ability to identify and anticipate the needs of our customers and design platforms that provide them with\nthe breadth of tools they need to operate and grow their businesses. Our ability to attract new customers, retain revenue from existing\ncustomers, and increase sales to both new and existing customers will depend in large part on our ability to continue to improve and\nenhance the functionality, performance, reliability, design, security, and scalability of our BeLive Solutions and to innovate and introduce\nnew solutions.\n\n \n\nWe\nexpect that new services and technologies applicable to the industries in which we operate will continue to emerge and evolve. These\nnew services and technologies may be superior to, impair, or render obsolete the solutions we currently offer or the technologies we\ncurrently use to provide them. We have in the past, and may experience in the future, difficulties with software development that could\ndelay or prevent the development, introduction, or implementation of new solutions and enhancements. Software development involves a\nsignificant amount of time for our research and development team, as it can take our developers months to update, code, and test new\nand upgraded solutions and integrate them into our BeLive Solutions. We must also continually update, test, and enhance our software\nplatforms. For example, our design team spends a significant amount of time and resources incorporating various design enhancements,\nsuch as customized colors, fonts, content, and other features, into our BeLive Solutions. The continual improvement and enhancement of\nour BeLive Solutions requires significant investment, and we may not have the resources to make such investment. Our improvements and\nenhancements may not result in our ability to recoup our investments in a timely manner, or at all. We may make significant investments\nin new solutions or enhancements that may not achieve expected returns. The success of any enhancement or new solution depends on several\nfactors, including the timely completion and market acceptance of the enhancement or new solution. Our ability to develop new enhancements\nor solutions may also be inhibited by industry-wide standards, laws, and regulations, resistance to change by customers, difficulties\nrelating to integration or compatibility with third-party software or hardware, or third parties’ intellectual property rights.\n\n \n\n 13\n\n \n\n \n\nAny\nnew solution we develop or acquire might not be introduced in a timely or cost-effective manner and might not achieve the broad market\nacceptance necessary to generate significant revenue. Improving and enhancing the functionality, performance, reliability, design, security,\nand scalability of our BeLive Solutions is expensive, time-consuming, and complex, and to the extent we are not able to do so in a manner\nthat responds to our customers’ evolving needs, our business, operating results, and financial condition will be adversely affected.\n\n \n\n**If\nwe fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of service and customer\nsatisfaction, or adequately address competitive challenges.**\n\n \n\nWe\nmay continue to experience rapid growth and organizational change, which may continue to place significant demands on our management\nand our operational and financial resources. We have also experienced growth in the number of customers, the number of transactions we\nprocess, and the amount of data that our hosting infrastructure supports. Our success will depend in part on our ability to manage this\ngrowth effectively. We will require significant capital expenditures and valuable management resources to grow without undermining our\nculture of innovation, teamwork, and attention to customer success, which has been central to our growth so far. If we fail to manage\nour anticipated growth and change in a manner that preserves our corporate culture, it could negatively affect our reputation and ability\nto retain and attract customers and employees.\n\n \n\nWe\nintend to expand our international operations in the future. Our expansion will continue to place a significant strain on our managerial,\nadministrative, financial, and other resources. If we are unable to manage our growth successfully, our business and results of operations\ncould suffer.\n\n \n\nIt\nis important that we maintain a high level of customer service and satisfaction as we expand our business. As our customer base continues\nto grow, we will need to expand our account management, customer service, and other personnel. Failure to manage growth could result\nin difficulty or delays in launching our BeLive Solutions, declines in quality or customer satisfaction, increases in costs, difficulties\nin introducing new features, or other operational difficulties. Any of these could adversely impact our business performance and results\nof operations.\n\n \n\n**We\nanticipate that our operations will continue to increase in complexity as we grow, which will create management challenges.**\n\n \n\nWe\nexpect our business growth to continue and for our operations to become increasingly complex. To manage this growth, we continue to make\nsubstantial investments to improve our operational, financial, and management controls as well as our reporting systems and procedures.\nWe may not be able to implement and scale improvements to our systems and processes in a timely or efficient manner or in a manner that\ndoes not negatively affect our operating results. For example, we may not be able to effectively monitor certain extraordinary contract\nrequirements or individually negotiated provisions as the number of transactions continues to grow. Our systems and processes may not\nprevent or detect all errors, omissions, or fraud. We may have difficulty managing improvements to our systems, processes, and controls\nor in connection with third-party software. This could impair our ability to provide our BeLive Solutions to our customers, causing us\nto lose customers, limiting our BeLive Solutions to less significant updates, or increasing our technical support costs. If we are unable\nto manage this complexity, our business, operations, operating results, and financial condition may suffer.\n\n \n\nAs\nour customer base continues to grow, we will need to expand our services and other personnel, and maintain and enhance our partnerships\nand alliances, to provide a high level of customer service. Extended stay-at-home, business closure, and other restrictive orders may\nimpact our ability to identify, hire, and train new personnel. We also will need to manage our sales processes as our sales personnel\nand partner and alliance networks continue to grow and become more complex, and as we continue to expand into new geographies and market\nsegments. If we do not effectively manage this increasing complexity, the quality of our BeLive Solutions and customer service could\nsuffer, and we may not be able to adequately address competitive challenges. These factors could impair our ability to attract and retain\ncustomers and expand our customers’ use of our BeLive Solutions.\n\n \n\n 14\n\n \n\n** **\n\n**If\nwe are unable to maintain our corporate culture as we grow, we could lose the innovation, teamwork, passion, and focus on execution that\nwe believe contribute to our success, and our business may be harmed.**\n\n \n\nWe\nbelieve a portion of our success has been our corporate culture. We have invested substantial time and resources in building our team.\nAs we grow and develop our infrastructure as a public company, our operations may become increasingly complex. We may find it difficult\nto maintain these important aspects of our corporate culture. If we are required to maintain work-from-home arrangements for a significant\nperiod of time, it may impact our ability to preserve our corporate culture. Any failure to preserve our culture could negatively affect\nour future success, including our ability to retain and recruit personnel, and to effectively focus on and pursue our corporate objectives.\n\n \n\n**Activities\nof customers and their shoppers could damage our brand, subject us to liability and harm our business and financial results.**\n\n \n\nOur\nterms of service prohibit our customers from using our BeLive Solutions to engage in illegal activities and our terms of service permit\nus to take down customers’ contents if we become aware of illegal use. Customers may nonetheless engage in prohibited or illegal\nactivities or upload content in violation of applicable laws, which could subject us to liability. Furthermore, our brand may be negatively\nimpacted by the actions of customers that are deemed to be hostile, offensive, inappropriate, or illegal. We do not proactively monitor\nor review the appropriateness of our customers’ contents. Our safeguards may not be sufficient for us to avoid liability or avoid\nharm to our brand. Hostile, offensive, inappropriate, or illegal use could adversely affect our business and financial results.\n\n \n\nIn\nmany jurisdictions, laws relating to the liability of providers of online services for activities of their shoppers and other third parties\nare being tested by actions based on defamation, invasion of privacy, unfair competition, copyright and trademark infringement, and other\ntheories. Any court ruling or other governmental regulation or action that imposes liability on customers of online services in connection\nwith the activities of their shoppers could harm our business. We could also be subject to liability under applicable law, which may\nnot be fully mitigated by our terms of service. Any liability attributed to us could adversely affect our brand, reputation, ability\nto expand our subscriber base, and financial results.\n\n \n\n**If\nour software or hardware contains serious errors or defects, we may lose revenue and market acceptance and may incur costs to defend\nor settle claims with our customers.**\n\n \n\nSoftware\nsuch as ours often contains errors, defects, security vulnerabilities, or software bugs that are difficult to detect and correct, particularly\nwhen first introduced or when new versions or enhancements are released. Despite internal testing, our BeLive Solutions may contain serious\nerrors or defects, security vulnerabilities, or software bugs that we may be unable to successfully correct in a timely manner or at\nall, which could result in lost revenue, significant expenditures of capital, a delay or loss in market acceptance, and damage to our\nreputation and brand, any of which could have an adverse effect on our business, financial condition, and results of operations. Furthermore,\nour BeLive Solutions is a multi-tenant, cloud-based system that allows us to deploy new versions and enhancements to all of our customers\nsimultaneously. To the extent we deploy new versions or enhancements that contain errors, defects, security vulnerabilities, or software\nbugs to all of our customers of a single platform simultaneously, the consequences would be more severe than if such versions or enhancements\nwere only deployed to a smaller number of our customers. Additionally, our hardware products may have defects in design, manufacture,\nor associated software. Such defects could expose us to product liability claims, litigation, or regulatory action.\n\n \n\nAs\nour customers use our services for processes that are critical to their businesses, errors, defects, security vulnerabilities, service\ninterruptions, or software bugs in our BeLive Solutions could result in losses to our customers. Our customers may seek significant compensation\nfrom us for any losses they suffer or cease conducting business with us altogether. Further, a customer could share information about\nbad experiences on social media, which could result in damage to our reputation and loss of future sales. There can be no assurance that\nprovisions typically included in our agreements with our customers that attempt to limit our exposure to claims would be enforceable\nor adequate or would otherwise protect us from liabilities or damages with respect to any particular claim. Even if not successful, a\nclaim brought against us by any of our customers would likely be time-consuming and costly to defend and could seriously damage our reputation\nand brand, making it harder for us to sell our solutions.\n\n \n\n 15\n\n \n\n** **\n\n**A\ncyberattack, security breach, or other unauthorized access or interruption to our information technology systems or those of our third-party\nservice providers could delay or interrupt service to our customers and their customers, harm our reputation, or subject us to significant\nliability.**\n\n \n\nCybersecurity\nthreats, privacy breaches, insider threats, or other incidents and malicious Internet-based activity continue to increase, evolve in\nnature, and become more sophisticated. Information security risks for companies such as ours have significantly increased in recent years\nin part because of the proliferation of new technologies, the use of Internet and telecommunications technologies to conduct financial\ntransactions, and the increased sophistication and activities of organized crime, hackers, terrorists, and other external parties, as\nwell as nation-state and nation-state-supported actors.\n\n \n\nMany\ncompanies that provide services similar to ours have also reported a significant increase in cyberattack activity since the beginning\nof the COVID-19 pandemic. In addition, in the past, some of our customers have been subject to distributed denial of service attacks\n(“DDoS”), a technique used by hackers to take an Internet service offline by overloading its servers. Our BeLive Solutions\nmay be subject to similar DDoS attacks in the future. Also, because we leverage service providers, including cloud, software,\ndata center, and other critical technology vendors to deliver our solutions, we rely heavily on the data security practices and policies\nadopted by these third-party service providers. Our ability to monitor our third-party service providers’ data security is limited.\nA vulnerability in our third-party service providers’ software or systems, a failure of our third-party service providers’\nsafeguards, policies, or procedures, or a breach of a third-party service provider’s software or systems could result in the compromise\nof the confidentiality, integrity, or availability of our systems or the data housed in our third-party solutions. In addition, in the\nevent our third-party service providers and subprocesses are subject to security breaches, privacy breaches, or other cybersecurity threats,\nour business may be impacted. We cannot guarantee that such incidents may not occur and they could adversely affect our operations. We\nand our third-party service providers may be unable to anticipate or prevent techniques used in the future to obtain unauthorized access\nor to sabotage systems and cannot guarantee that applicable recovery systems, security protocols, network protection mechanisms, and\nother procedures are or will be adequate to prevent network and service interruption, system failure, or data loss. As techniques used\nto obtain unauthorized access change frequently and the sophistication and size of DDoS and other cybersecurity attacks is increasing,\nwe may be unable to implement adequate preventative measures or stop the attacks while they are occurring. Any actual or perceived DDoS\nattack or other security breach or incident could delay or interrupt service to our customers and their customers, could result in loss,\ncompromise, corruption, or disclosure of confidential information, intellectual property, and sensitive and personal information or data\nwe rely on to provide our solutions, may deter consumers from visiting our customers’ shops, damage our reputation and brand, expose\nus to a risk of litigation, indemnity obligations, and damages for breach of contract, cause us to incur significant liability and financial\nloss and to be subject to regulatory scrutiny, investigations, proceedings, and penalties, and require us to expend significant capital\nand other resources to alleviate problems caused by any such DDoS attack or other security breach or incident and implement additional\nsecurity measures.\n\n \n\nData\nsecurity breaches could also expose us to liability under various laws and regulations across jurisdictions and increase the risk of\nlitigation and governmental or regulatory investigation. Due to concerns about data security and integrity, a growing number of legislative\nand regulatory bodies have adopted breach notification and other requirements in the event that information subject to such laws is accessed\nby unauthorized persons. We may need to notify governmental authorities and affected individuals with respect to such incidents. For\nexample, some jurisdictions, including the EU, the United Kingdom, Brazil, and all 50 states in the United States, have enacted laws\nrequiring companies to notify individuals of data security breaches involving certain types of personal information, and our agreements\nwith certain customers require us to notify them in the event of a security incident. Complying with such numerous and complex regulations\nin the event of a data security breach would be expensive and difficult, and failure to comply with these regulations could subject us\nto regulatory scrutiny and additional liability. Such mandatory disclosures could lead to negative publicity and may cause our customers\nto lose confidence in the effectiveness of our data security measures and data handling. Moreover, if a high-profile security breach\noccurs with respect to another SaaS provider, customers may lose trust in the security of the SaaS business model generally, which could\nadversely impact our ability to retain existing customers or attract new ones. In addition, if our security measures fail to protect\ninformation adequately, we could be liable to our customers, their end-consumers, and consumers with whom we have a direct relationship.\nWe could be subject to fines and higher transaction fees, we could face regulatory or other legal action, and our customers could end\ntheir relationships with us. The limitations of liability in our contracts may not be enforceable or adequate or may not otherwise protect\nus from any such liabilities or damages with respect to any particular claim.\n\n \n\n 16\n\n \n\n \n\nWe\ncurrently do not maintain cybersecurity insurance, and in the event we were to seek to obtain such insurance coverage, it may not be\navailable on acceptable terms or may not be available in sufficient amounts to cover one or more large claims in connection with cybersecurity\nliabilities. Insurers could also deny coverage as to any future claim.\n\n \n\nWe\nare also subject to federal, state, and foreign laws regarding cybersecurity and the protection of data that may limit the use and adoption\nof our services, expose us to liability, or otherwise adversely affect our business.”\n\n \n\n**We\ncould incur substantial costs in protecting or defending our proprietary rights. Failure to adequately protect our rights could impair\nour competitive position and we could lose valuable assets, experience reduced revenue, and incur costly litigation.**\n\n \n\nOur\nsuccess is dependent, in part, upon protecting our proprietary technology. We rely on our confidentiality, non-compete, non-solicitation,\nand nondisclosure agreements and a combination of trade secret laws, contractual provisions, trademarks, service marks, and copyrights\nin an effort to establish and protect our proprietary rights. We make business decisions about when to seek intellectual property protection\nfor a particular technology and when to rely upon trade secret protection; however, the approach we select may ultimately prove to be\ninadequate.\n\n \n\nIntellectual\nproperty protections issued to us in the future may not provide us with competitive advantages or may be successfully challenged by third\nparties. Any of our trademarks or other intellectual property rights may be challenged or circumvented by others or invalidated through\nadministrative process or litigation. Others may independently develop similar products, duplicate any of our solutions or design around\nour patents, or adopt similar or identical brands for competing platforms. Legal standards relating to the validity, enforceability,\nand scope of protection of intellectual property rights are uncertain. Despite our precautions, it may be possible for unauthorized third\nparties to copy our BeLive Solutions and use information that we regard as proprietary to create products and services that compete with\nours. Some license provisions restricting unauthorized use, copying, transfer, and disclosure of our intellectual property may be unenforceable\nunder the laws of jurisdictions outside the United States.\n\n \n\nTo\nthe extent we expand our international activities, our exposure to unauthorized copying and use of our BeLive Solutions and proprietary\ninformation may increase. Moreover, effective trademark, copyright, patent, and trade secret protection may not be available or commercially\nfeasible in every country in which we conduct our business. Further, intellectual property law, including statutory and case law, particularly\nin the United States, is constantly developing. Changes in the law could make it harder for us to enforce our rights.\n\n \n\nWe\nenter into confidentiality and invention assignment agreements with our employees, consultants, and third parties to protect our proprietary\ntechnologies and competitive advantage, all of which offer only limited protection. We enter into confidentiality agreements with strategic\nand business partners and alliances. No assurance can be given that these agreements will be effective in securing ownership of our intellectual\nproperty or controlling access to our proprietary information and trade secrets. The confidentiality agreements on which we rely to protect\ncertain technologies may be breached and may not provide an adequate remedy in the event of unauthorized use or disclosure of our confidential\ninformation, trade secrets, or proprietary technology. As such, these agreements may not be effective in controlling access to and distribution\nof our proprietary information as they do not prevent our competitors or partners from independently developing technologies that are\nequivalent or superior to our BeLive Solutions.\n\n \n\nWe\nmay be required to spend significant resources to monitor, protect, and enforce our intellectual property rights. Litigation may be necessary\nin the future to enforce our intellectual property rights and protect our trade secrets. Litigation brought to protect and enforce our\nintellectual property rights could be costly, time-consuming, and distracting to management. Such litigation could result in the impairment\nor loss of portions of our intellectual property. Enforcement of our intellectual property rights may be met with defenses, counterclaims,\nand countersuits attacking the validity and enforceability of our intellectual property. An adverse determination of any litigation proceedings\ncould put our intellectual property at risk of being invalidated or interpreted narrowly. An adverse determination could risk the issuance\nor cancellation of pending patent and trademark filings. Because of the substantial discovery required in connection with intellectual\nproperty litigation, our confidential or sensitive information could be compromised by disclosure in litigation. Litigation could result\nin public disclosure of results of hearings, motions, or other interim developments. If securities analysts or investors perceive these\nresults to be negative, it could have a substantial adverse effect on the price of our shares.\n\n \n\n 17\n\n \n\n \n\nIn\naddition, our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or\ndiversion of our management’s attention and resources, could delay further sales or the implementation of our BeLive Solutions,\nimpair the functionality of our BeLive Solutions, delay introductions of new functionality to our BeLive Solutions, result in the substitution\nof inferior or more costly technologies into our BeLive Solutions, or injure our reputation. We will not be able to protect our intellectual\nproperty if we are unable to enforce our rights or if we do not detect unauthorized use or misappropriation of our intellectual property.\nPolicing unauthorized use of our technologies, trade secrets, and intellectual property may be difficult, expensive, and time-consuming,\nparticularly in foreign countries where the laws may not be as protective of intellectual property rights as those in the United States\nand where mechanisms for enforcement of intellectual property rights may be weak. Despite our efforts to protect our intellectual property\nrights, unauthorized third parties may attempt to use, copy, or otherwise obtain and market or distribute our intellectual property rights\nor technology or otherwise develop services with the same or similar functionality as our platform. If we fail to meaningfully protect\nour intellectual property and proprietary rights, our business, operating results, and financial condition could be adversely affected.\n\n \n\n**Security\nbreaches, denial of service attacks, or other hacking and phishing attacks on our systems or other security breaches, including internal\nsecurity failures, could harm our reputation or subject us to significant liability, and adversely affect our business and financial\nresults.**\n\n \n\nWe\noperate in an industry that is prone to cyber-attacks. Failure to prevent or mitigate security breaches and improper access to or disclosure\nof our data, customer data, or the data of their consumers, could result in the loss or misuse of such data, which could harm our business\nand reputation. The security measures we have integrated into our internal networks and platforms, which are designed to prevent or minimize\nsecurity breaches, may not function as expected or may not be sufficient to protect our internal networks and platforms against certain\nattacks. In addition, techniques used to sabotage or to obtain unauthorized access to networks in which data is stored or through which\ndata is transmitted change frequently. As a result, we may be unable to anticipate these techniques or implement adequate preventative\nmeasures to prevent an electronic intrusion into our networks. While we have established a cyber-attack remediation plan to enable us\nto assess and respond to such attacks, there can be no assurance that the measures set forth under such plan will be adequate in all\ncircumstances or that they will be effective in mitigating, or allowing us to recover from, the effects of such attacks. In addition,\nwe have insurance coverage, but this coverage may be insufficient to compensate us for all liabilities that we may incur.\n\n \n\nOur\ncustomers’ storage and use of data concerning their businesses and their customers is essential to their use of our BeLive Solutions,\nwhich stores, transmits, and processes our customers’ proprietary information and personal information relating to them and their\ncustomers. If a security breach were to occur as a result of third-party action, employee error, breakdown of our internal security processes\nand procedures, malfeasance, or otherwise, and the confidentiality, integrity, or availability of our customers’ data was disrupted,\nwe could incur significant liability to our customers and to individuals whose information was being stored by our customers, and our\nBeLive Solutions may be perceived as less desirable, which could negatively affect our business and damage our reputation.\n\n \n\nOur\nBeLive Solutions and third-party applications available on, or that interface with, our BeLive Solutions may be subject to DDoS, a technique\nused by hackers to take an Internet service offline by overloading its servers, and we cannot guarantee that applicable recovery systems,\nsecurity protocols, network protection mechanisms, and other procedures are or will be adequate to prevent network and service interruption,\nsystem failure, or data loss. In addition, computer malware, viruses, and hacking and phishing attacks by third parties are prevalent\nin our industry. We have experienced such attacks in the past and may experience such attacks in the future. As a result of our increased\nvisibility, we believe that we are increasingly a target for such breaches and attacks.\n\n \n\nMoreover,\nour BeLive Solutions and third-party applications available on, or that interface with, our BeLive Solutions could be breached if vulnerabilities\nin our BeLive Solutions or third-party applications are exploited by unauthorized third parties or due to employee error, breakdown of\nour internal security processes and procedures, malfeasance, or otherwise. Further, third parties may attempt to fraudulently induce\nemployees or customers into disclosing sensitive information such as usernames, passwords or other information or otherwise compromise\nthe security of our internal networks, electronic systems and/or physical facilities in order to gain access to our data or our customers’\ndata. Since techniques used to obtain unauthorized access change frequently and the size and severity of DDoS attacks and security breaches\nare increasing, we may be unable to implement adequate preventative measures or stop DDoS attacks or security breaches while they are\noccurring. In addition to our own platforms and applications, some of the third parties we work with may receive information provided\nby us, by our customers, or by our customers’ clients through web or mobile applications integrated with US. If these third parties\nfail to adhere to adequate data security practices, or in the event of a breach of their networks, our own and our customers’ data\nmay be improperly accessed, used, or disclosed.\n\n \n\n 18\n\n \n\n \n\nAny\nactual or perceived DDoS attack or security breach could damage our reputation and brand, expose us to a risk of litigation and possible\nliability and require us to expend significant capital and other resources to respond to and/or alleviate problems caused by the DDoS\nattack or security breach. Some jurisdictions have enacted laws requiring companies to notify individuals and authorities of data security\nbreaches involving certain types of personal or other data and our agreements with certain customers and partners require us to notify\nthem in the event of a security incident. Similarly, if our suppliers experience data breaches and do not notify us or honor their notification\nobligations to authorities or users, we could be held liable for the breach. We may not be in a position to assess whether a data breach\nat one of our suppliers would trigger an obligation or liability on our part. Such mandatory disclosures are costly, could lead to negative\npublicity, and may cause our customers to lose confidence in the effectiveness of our data security measures. Moreover, if a high-profile\nsecurity breach occurs with respect to another SaaS provider, customers may lose trust in the security of the SaaS business model generally,\nwhich could adversely impact our ability to retain revenue from existing customers or attract new customers. Similarly, if a high-profile\nsecurity breach occurs with respect to a retailer, commerce as a service or e-commerce platform, customers may lose trust in e-commerce\nmore generally, which could adversely impact our customers’ businesses. Any of these events could harm our reputation or subject\nus to significant liability, and materially and adversely affect our business and financial results.\n\n \n\n**We\nmay need to raise additional capital required to grow our business, and we may be unable to raise capital on terms acceptable to us,\nor at all.**\n\n \n\nGrowing\nand operating our business will require significant cash outlays and capital expenditures and commitments. We have utilized cash on hand,\ncash from shareholders, and cash generated from operations as sources of liquidity. If cash on hand and cash generated from\noperations are not sufficient to meet our cash requirements, we will need to seek additional capital, potentially through equity or debt\nfinancing, to fund our growth. Our ability to access the credit and capital markets in the future as a source of liquidity, and the borrowing\ncosts associated with debt financing, are dependent upon market conditions. We cannot provide any assurance that our assumptions used\nto estimate our liquidity requirements are or will remain accurate. In the event of a sustained market deterioration and continued declines\nin revenues, we may need additional liquidity, which would require us to evaluate available alternatives and take appropriate actions.\nWe cannot provide any assurance that we will be able to obtain additional sources of financing or liquidity on acceptable terms, or at\nall. In addition, any equity securities we issue, including any preferred stock, may be on terms that are dilutive or potentially dilutive\nto our shareholders, and the prices at which new investors would be willing to purchase our securities may be lower than the offering\nprice per share of our shares in our IPO. The holders of any equity securities we issue, including any preferred stock, may also have\nrights, preferences, or privileges which are senior to those of existing holders of our shares. If new sources of financing are required,\nbut are insufficient or unavailable, we will be required to modify our growth and operating plans based on available funding, if any,\nwhich would harm our ability to grow our business.\n\n \n\n**Our\nexecutive officers had no prior experience in operating a U.S. public company, and their inability to operate the public company aspects\nof our business could harm us.**\n\n \n\nPrior\nto our IPO, our executive officers had no experience in operating a U.S. public company, which makes our ability to comply with applicable\nlaws, rules, and regulations uncertain. Our failure to comply with all laws, rules, and regulations applicable to U.S. public companies\ncould subject us or our management to regulatory scrutiny or sanction, which could harm our reputation and share price.\n\n \n\n 19\n\n \n\n** **\n\n**If\nwe fail to maintain an effective system of internal controls, we may be unable to accurately or timely report our results of operations\nor prevent fraud, and investor confidence and the market price of our Ordinary Shares may be materially and adversely affected.**\n\n \n\nUpon\nthe completion of our IPO in April 2025, we became a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section\n404 of the Sarbanes-Oxley Act of 2002, or Section 404, requires that we include a report of management on our internal control over financial\nreporting in our annual report on Form 20-F. In addition, if we cease to be an “emerging growth company” as defined under\nthe U.S. federal securities laws, our independent registered public accounting firm must attest to and report on the effectiveness of\nour internal control over financial reporting on an annual basis. Effective internal control over financial reporting is necessary for\nus to provide reliable financial reports and, together with adequate disclosure controls and procedures, is designed to prevent fraud.\n\n \n\nOur\nmanagement completed an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025 and\ndid not discover any material weaknesses. The Public Company Accounting Oversight Board, or PCAOB, has defined a material weakness as\n“a deficiency, or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility\nthat a material misstatement of the annual or interim statements will not be prevented or detected on a timely basis.”\n\n \n\nAlthough\nour management has concluded that our internal control over financial reporting is effective, our independent registered public accounting\nfirm has not conducted an audit of our internal control over financial reporting. After conducting its own independent testing, it may\nissue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented,\ndesigned, operated, or reviewed, or if it interprets the relevant requirements differently from us. Our reporting obligations as a public\ncompany may also place a burden on our management and on our operational and financial resources and systems for the foreseeable future\nsuch that we may be unable to timely complete our evaluation testing and any required remediation. In addition, our internal controls\nrelating to financial reporting may not keep pace with the expansion of our business and our financial reporting function and system\nof internal controls may be less developed in certain respects than those of similar companies that operate in fewer or more developed\nmarkets and may not provide our management with as much or as accurate or timely information.\n\n \n\nOur\nfailure to maintain effective internal controls over financial reporting in the future could result in errors in our consolidated financial\nstatements that could result in a restatement of our financial statements, cause us to fail to meet our reporting obligations, and cause\ninvestors to lose confidence in our reported financial information, which may result in volatility in and a decline in the market price\nof the Ordinary Shares.\n\n \n\nDuring\nthe course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify\nweaknesses and deficiencies in our internal control over financial reporting in the future. In addition, if we fail to maintain the adequacy\nof our internal control over financial reporting, as these standards are modified, supplemented, or amended from time to time, we may\nnot be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section\n404. Generally speaking, if we fail to maintain an effective internal control environment, we could suffer material misstatements in\nour consolidated financial statements that could result in a restatement of our financial statements, cause us to fail to meet our reporting\nobligations, and cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital\nmarkets, harm our results of operations, and lead to a decline in the trading price of our Ordinary Shares. Additionally, ineffective\ninternal control over financial reporting could expose us to increased risk of fraud, misuse of corporate assets, and legal actions under\nsecurities laws and could subject us to potential delisting from the stock exchange on which we list, regulatory investigations, and\ncivil or criminal sanctions.\n\n** **\n\n**We\nmay need additional capital, and financing may not be available on terms acceptable to us, or at all.**\n\n \n\nAlthough\nour current cash and cash equivalents, anticipated cash flows from operating activities, and the proceeds from our IPO will be sufficient\nto meet our anticipated working capital requirements and capital expenditures in the ordinary course of business for at least 12 months,\nthere is a risk that we may need additional cash resources in the future to fund our growth plans or if we experience adverse changes\nin business conditions or other developments. We may also need additional cash resources in the future if we find and wish to pursue\nopportunities for new investments, acquisitions, capital expenditures, or similar actions. If we determine that our cash requirements\nexceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue equity or debt securities or obtain\ncredit facilities. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. The issuance\nand sale of additional equity would result in further dilution to our shareholders. The occurrence of any of these risks could adversely\naffect our operations or financial condition.\n\n \n\n 20\n\n \n\n** **\n\n**We\nare subject to changing laws, rules, and regulations in the U.S. regarding regulatory matters, corporate governance, and public disclosure\nthat will increase both our costs and the risks associated with non-compliance.**\n\n \n\nAs\na public company, we are subject to rules and regulations of various governing bodies and self-regulatory organizations, including, for\nexample, the SEC and the Nasdaq Capital Market, which are charged with the protection of investors and the oversight of companies whose\nsecurities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and\nchanging laws and regulations have resulted in and are likely to continue to result in increased general and administrative expenses\nand a diversion of management time and attention from revenue-generating activities to compliance activities.\n\n \n\nMoreover,\nbecause these laws, regulations, and standards are subject to varying interpretations, their application in practice may evolve over\ntime as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional\ncosts necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations\nand any subsequent changes, we may be subject to penalty and our business may be harmed.\n\n \n\n**If\nwe are unable to maintain and protect our intellectual property, or if third parties assert that we infringe on their intellectual property\nrights, our business could suffer.**\n\n \n\nOur\nbusiness depends, in part, on our ability to identify and protect proprietary information and other intellectual property such as our\nclient lists and information and business methods. We rely on a combination of trade secrets, confidentiality policies, non-disclosure\nand other contractual arrangements, and copyright and trademark laws to protect our intellectual property rights. However, we may not\nadequately protect these rights, and their disclosure to, or use by, third parties may harm our competitive position. Our inability to\ndetect unauthorized use of, or to take appropriate or timely steps to enforce, our intellectual property rights may harm our business.\nAlso, third parties may claim that our business operations infringe on their intellectual property rights. These claims may harm our\nreputation, cost us money to defend, distract the attention of our management, and prevent us from offering some services. Confidential\nintellectual property is increasingly stored or carried on mobile devices, such as laptop computers, which increases the risk of inadvertent\ndisclosure where the mobile devices are lost or stolen if the information has not been adequately safeguarded or encrypted. This also\nmakes it easier for someone with access to our systems, or someone who gains unauthorized access, to steal information and use it to\nour disadvantage. Advances in technology, which permit increasingly large amounts of information to be stored on mobile devices or on\nthird-party “cloud” servers, may exacerbate these risks.\n\n \n\n**Our\nbusiness could be adversely affected by IT systems breakdown or disruption.**\n\n \n\nWe\ndepend on our IT systems to (i) oversee our project progress; (ii) manage our working schedule; (iii) allocate our resources; (iv) review\nour performance; and (v) review our capacity, trace our project information, and assess our project progress in a timely and systematic\nmanner. We also depend on our IT systems to assist us in (i) our design and drawings; and (ii) our communication with our clients and\ntheir consultants. An extended breakdown or failure of our IT systems could disrupt our operations and adversely affect our business,\nfinancial condition, and results of operations.\n\n \n\n 21\n\n \n\n** **\n\n**Risks\nRelated to Our Securities**\n\n \n\n**An\nactive trading market for our Ordinary Shares may not continue and the trading price for our Ordinary Shares may decrease significantly.**\n\n \n\nWe\ncannot assure you that an active public market for our Ordinary Shares will continue. If an active public market for our Ordinary Shares\ndoes not continue, the market price and liquidity of our Ordinary Shares may be materially and adversely affected. As a result, investors\nin our Ordinary Shares may experience a significant decrease in the value of their Ordinary Shares.\n\n \n\n**The\ntrading price and trading volume of our Ordinary Shares has been volatile, which could result in substantial losses to investors.**\n\n \n\nSince\nour Ordinary Shares commenced trading on April 4, 2025, the trading price of our Ordinary Shares has been volatile and has fluctuated\nwidely due to factors beyond our control. This may continue in the future because of broad market and industry factors, such as the performance\nand fluctuation of the market prices of other companies with business operations located mainly in Singapore that have listed their securities\nin the United States. In addition to market and industry factors, the price and trading volume for our shares may be highly volatile\nfor factors specific to our own operations, including the following:\n\n \n\n \n●\nfluctuations\nin our revenues, earnings, and cash flow;\n\n \n●\nchanges\nin financial estimates by securities analysts;\n\n \n●\nadditions\nor departures of key personnel;\n\n \n●\nrelease\nof transfer restrictions on our outstanding equity securities or sales of additional equity securities; and\n\n \n●\npotential\nlitigation or regulatory investigations.\n\n \n\nAny\nof these factors may result in significant and sudden changes in the volume and price at which our shares will trade.\n\n \n\nIn\naddition, our Ordinary Shares have been subject to extreme volatility that is seemingly unrelated to the underlying performance of our\nbusiness. Although the specific cause of such volatility is unclear, the relatively small size of our public float may amplify the impact\nthe actions taken by a few shareholders have on the price of our Ordinary Shares, which may cause our share price to deviate, potentially\nsignificantly, from a price that better reflects the underlying performance of our business. Since our Ordinary Shares have experienced\na decline, and may continue to experience either run-ups or declines that are seemingly unrelated to our actual or expected operating\nperformance and financial condition or prospects, prospective investors may have difficulty assessing the rapidly changing value of our\nOrdinary Shares. In addition, investors in our Ordinary Shares may experience losses, which may be material, if the price of our Ordinary\nShares declines or if such investors purchase our Ordinary Shares prior to any price decline.\n\n \n\nHolders\nof our Ordinary Shares also may not be able to readily liquidate their investment or may be forced to sell at depressed prices due to\nlow volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price\nof our Ordinary Shares. As a result of this volatility, investors may experience losses on their investment in our Ordinary Shares. Furthermore,\nextreme volatility may confuse the public investors regarding the value of our stock, distort the market perception of our stock price and our\nfinancial performance and public image, and negatively affect the long-term liquidity of our Ordinary Shares, regardless of our actual\nor expected operating performance. If we continue to encounter such volatility, including any rapid stock price increases and declines\nseemingly unrelated to our actual or expected operating performance and financial condition or prospects, it will likely make it difficult\nand confusing for prospective investors to assess the rapidly changing value of our Ordinary Shares and to understand the value thereof.\n\n \n\nIn\nthe past, shareholders of public companies have often brought securities class action suits against those companies following periods\nof instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount\nof our management’s attention and other resources from our business and operations and require us to incur significant expenses\nto defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our\nreputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be\nrequired to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.\n\n \n\n 22\n\n \n\n \n\n**If\nwe fail to meet applicable listing requirements, Nasdaq may delist our Ordinary Shares from trading, in which case the liquidity and\nmarket price of our Ordinary Shares could decline.**\n\n \n\nOur\nOrdinary Shares are listed on Nasdaq. We cannot assure you, however, that we will be able to meet the continued listing standards of\nNasdaq in the future. If we fail to comply with the applicable listing standards and Nasdaq delists our Ordinary Shares, we and our shareholders\ncould face significant material adverse consequences, including**:**\n\n \n\n \n●\na\nlimited availability of market quotations for our Ordinary Shares;\n\n \n●\nreduced\nliquidity for our Ordinary Shares;\n\n \n●\na\ndetermination that our Ordinary Shares are “penny stock,” which would require brokers trading in our Ordinary Shares\nto adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for\nour Ordinary Shares;\n\n \n●\na\nlimited amount of news about us and analyst coverage of us; and\n\n \n●\na\ndecreased ability for us to issue additional equity securities or obtain additional equity or debt financing in the future.\n\n \n\nThe\nU.S. National Securities Markets Improvement Act of 1996 prevents or pre-empts the states from regulating the sale of certain securities,\nwhich are referred to as “covered securities.” Although the states are pre-empted from regulating the sale of our securities,\nthis statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent\nactivity, then the states can regulate or bar the sale of covered securities in a particular case. Further, if we were no longer listed\non Nasdaq, our securities would not be covered securities and we would be subject to regulations in each state in which we offer our\nsecurities.\n\n \n\n**If\nsecurities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations\nregarding our Ordinary Shares, the market price for our Ordinary Shares and trading volume could decline.**\n\n \n\nThe\ntrading market for our Ordinary Shares is influenced by research or reports that industry or securities analysts publish about our business.\nIf one or more analysts downgrade our shares, the market price for our shares would likely decline. If one or more of these analysts\ncease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which, in turn, could\ncause the market price or trading volume of our shares to decline.\n\n \n\n 23\n\n \n\n** **\n\n**The\nsale or availability for sale of substantial amounts of our Ordinary Shares could adversely affect their market price.**\n\n \n\nSales\nof substantial amounts of our Ordinary Shares in the public market could adversely affect the market price of our Ordinary Shares and\ncould materially impair our ability to raise capital through equity offerings in the future. As of the date of this Annual Report, we\nhave 10,864,802 Ordinary Shares issued and outstanding. The Ordinary Shares sold in our IPO are freely tradable without restriction or\nfurther registration under the Securities Act, and Ordinary Shares held by our other shareholders may also be sold in the public market\nin the future subject to the restrictions in Rule 144 and Rule 701 under the Securities Act. We cannot predict what effect, if any, market\nsales of securities held by our controlling shareholder or any other shareholder or the availability of these securities for future sale\nwill have on the market price of our shares.\n\n \n\n**Short\nselling may drive down the market price of our Ordinary Shares.**\n\n \n\nShort\nselling is the practice of selling shares that the seller does not own but rather has borrowed from a third party with the intention\nof buying identical shares back at a later date to return to the lender. The short seller hopes to profit from a decline in the value\nof the shares between the sale of the borrowed shares and the purchase of the replacement shares, as the short seller expects to pay\nless in that purchase than they received in the sale. As it is in the short seller’s interest for the price of the shares to decline,\nmany short sellers publish, or arrange for the publication of, negative opinions and allegations regarding the relevant issuer and its\nbusiness prospects in order to create negative market momentum and generate profits for themselves after selling the shares short. These\nshort attacks have, in the past, led to selling of shares in the market. If we were to become the subject of any unfavorable publicity,\nwhether such allegations are proven to be true or untrue, we could have to expend a significant amount of resources to investigate such\nallegations and/or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the\nmanner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable state law, or issues\nof commercial confidentiality.\n\n \n\n**Certain\ncompanies with public floats comparable to our public float have experienced extreme volatility that was seemingly unrelated to the underlying\nperformance of their businesses and that may have resulted from market manipulation activities by unrelated third parties. We have experienced\nsimilar volatility, which makes it difficult to assess the value of our Class A Ordinary Shares and may result in a significant decline\nin the value of our Ordinary Shares.**\n\n \n\nOur\nOrdinary Shares have been subject to extreme volatility that is seemingly unrelated to the underlying performance of our business. Recently,\ncompanies with public floats comparable to ours have experienced instances of extreme stock price run-ups followed by rapid price declines,\nand such stock price volatility was seemingly unrelated to the respective companies’ underlying performance. Although the specific\ncause of such volatility is unclear, it may be the direct result of unrelated third parties engaged in prohibited market manipulation\nactivities. Some factors that may underlie extreme stock price run-ups followed by rapid price declines include, but are not limited\nto, the following:\n\n \n\n \n1.\nGeneral\nmarket and industry conditions including the following:\n\n \n\n \n●\ntariffs;\n\n \n●\ndisruptions\nin logistics; and\n\n \n●\nglobal\ngeopolitical and military actions such as currently occurring in Ukraine and the Middle East.\n\n \n\n \n2.\nThe\nCompany’s own operations including the following:\n\n \n\n \n●\nfluctuations\nin our revenues, earnings and cash flow;\n\n \n●\nchanges\nin financial estimates by securities analysts;\n\n \n●\nadditions\nor departures of key personnel;\n\n \n●\nrelease\nof transfer restrictions on our outstanding equity securities or sales of additional equity securities; and\n\n \n●\npotential\nlitigation or regulatory investigations.\n\n \n\n \n3.\nActions\nby unrelated third parties over whom the Company has no control including:\n\n \n\n \n●\nCoordinated\nsocial media “pump and dump” schemes whereby third party adverse actors seek to artificially increase the price of a\nstock, which immediately causes a price collapse potentially resulting in adverse effects on our financial condition and operations,\nloss of investor confidence, regulatory scrutiny and potential trading suspensions.\n\n \n\nAny\nof these factors may result in significant and sudden changes in the volume and price at which our shares will trade.\n\n \n\nThe\nrelatively small size of our public float may amplify the impact that actions taken by a few unrelated shareholders, over whom we have\nno control, have on the price of our Ordinary Shares. Such actions may cause our share price to deviate, potentially significantly, from\na price that better reflects the underlying performance of our business. Our Ordinary Shares have experienced a decline, and may continue\nto experience either run-ups or declines that are seemingly unrelated to our actual or expected operating performance and financial condition\nor prospects, and which may have resulted or may, in the future result, from market manipulation activities by unrelated third parties\nover whom we have no control or from such unrelated their parties engaging in prohibited market manipulation activities, such as “pump\nand dump” schemes. Prospective investors may have difficulty assessing the rapidly changing value of our Ordinary Shares. In addition,\ninvestors in our Ordinary Shares may experience losses, which may be material, if the price of our Ordinary Shares declines or if such\ninvestors purchase our Ordinary Shares prior to any price decline.\n\n \n\n**Because\nwe do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Ordinary Shares for a return\non your investment.**\n\n \n\nWe\ncurrently intend to retain all of our available funds and any future earnings to fund the development and growth of our business. As\na result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, shareholders should not rely on an investment\nin our shares as a source for any future dividend income. Our board of directors has complete discretion as to whether to distribute\ndividends, subject to certain requirements of Singapore law. Even if our board of directors decides to declare and pay dividends, the\ntiming, amount, and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow,\nour capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition,\ncontractual restrictions, and other factors as determined by our board of directors. Accordingly, the return on your investment in our\nOrdinary Shares will likely depend entirely upon any future price appreciation of our Ordinary Shares. There is no guarantee that our\nOrdinary Shares will appreciate in value or even maintain the price at which a shareholder purchased our shares. You may not realize\na return on your investment in our shares, and you may even lose your entire investment.\n\n \n\n**In\nthe event that our board of directors decides to declare and pay dividends, they may be prohibited from doing so due to certain regulations\nand contractual restrictions.**\n\n \n\nWith\nthe exception of Vietnam, there are no foreign exchange controls or foreign exchange regulations under current applicable laws of the\nplaces of incorporation of our significant subsidiaries, and there are currently no contractual restrictions applicable to those subsidiaries\nthat would affect the payment or remittance of dividends. However, as the group strategy is to have the subsidiaries raise capital and\nretain such financing for their operations, any loan or financing agreements may contain covenants which could restrict the payment of\ndividends. Furthermore, current Singapore regulations permit a Singapore subsidiary to pay dividends to its shareholders only out of\nits profits, if any, determined in accordance with Singapore accounting standards and regulations. As of December 31, 2025, our Singapore\nsubsidiary’s accumulated losses and net liabilities were approximately S$14,129,000 and S$3,667,000, respectively. Therefore, unless\nit starts earning an adequate profit, our Singapore subsidiary is prohibited from making distributions to us in the form of loans, advances,\nor cash dividends. As of December 31, 2025, the Company has restricted net assets of approximately S$3,667,000.\n\n \n\n 24\n\n \n\n** **\n\n**If\nwe are classified as a passive foreign investment company, United States taxpayers who own our securities may have adverse United States\nfederal income tax consequences.**\n\n \n\nWe\nare a non-U.S. corporation and, as such, we will be classified as a passive foreign investment company, which is known as a PFIC, for\nany taxable year if, for such year, either:\n\n \n\n \n●\nAt\nleast 75% of our gross income for the year is passive income; or\n\n \n \n \n\n \n●\nThe\naverage percentage of our assets (determined at the end of each quarter) during the taxable year that produce passive income or that\nare held for the production of passive income is at least 50%.\n\n \n\nPassive\nincome generally includes dividends, interest, rents, royalties (other than rents or royalties derived from the active conduct of a trade\nor business), and gains from the disposition of passive assets.\n\n \n\nIf\nwe are determined to be a PFIC for any taxable year (or any portion thereof) that is included in the holding period of a U.S. taxpayer\nwho holds our securities, the U.S. taxpayer may be subject to increased U.S. federal income tax liability and may be subject to additional\nreporting requirements.\n\n \n\nIt\nis possible that, for our current taxable year or for any subsequent year, more than 50% of our assets may be assets which produce passive\nincome. We will make this determination following the end of any tax year. We treat our affiliated entities as being owned by us for\nUnited States federal income tax purposes, not only because we exercise effective control over the operation of such entities but also\nbecause we are entitled to substantially all of their economic benefits, and, as a result, we consolidate their operating results in\nour consolidated financial statements. For purposes of the PFIC analysis, in general, a non-U.S. corporation is deemed to own its pro\nrata share of the gross income and assets of any entity in which it is considered to own at least 25% of the equity by value.\n\n \n\n**You\nmay face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because\nwe are incorporated under Cayman Islands law.**\n\n \n\nWe\nare an exempted company incorporated under the laws of the Cayman Islands with limited liability. Our corporate affairs are governed\nby the provisions of our Memorandum and Articles of Association, and by the provisions of the Companies Act and the common law of the\nCayman Islands. The rights of shareholders to take action against our directors, actions by minority shareholders, and the fiduciary\nduties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common\nlaw of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the\ncommon law of England, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands.\n\n \n\nThe\nrights of our shareholders and the fiduciary duties of our directors and officers under Cayman Islands law are not as clearly established\nas they would be under statutes or judicial precedent in some jurisdictions in the United States, and some states (such as Delaware)\nhave more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies\nmay not have the standing to initiate a shareholder derivative action in a federal court of the United States.\n\n \n\nShareholders\nof Cayman Islands exempted companies like us have no general rights under Cayman Islands law to obtain copies of the register of members\nor corporate records of the company. They will, however, have such rights as may be set out in the company’s articles of association.\nA Cayman Islands exempted company may maintain its principal register of members and any branch registers in any country or territory,\nwhether within or outside the Cayman Islands, as the company may determine from time to time. There is no requirement for an exempted\ncompany to make any returns of members to the Registrar of Companies in the Cayman Islands. The names and addresses of the members are,\naccordingly, not a matter of public record and are not available for public inspection. However, an exempted company shall make available\nat its registered office, in electronic form or any other medium, such register of members, including any branch register of member,\nas may be required of it upon service of an order or notice by the Tax Information Authority pursuant to the Tax Information Authority\nAct (2013 Revision) of the Cayman Islands. This may make it more difficult for you to obtain the information needed to establish any\nfacts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.\n\n \n\n 25\n\n \n\n \n\nAs\na result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken\nby our management, or members of the board of directors than they would as public shareholders of a company incorporated in the United\nStates\n\n \n\n**Certain\njudgments obtained against us by our shareholders may not be enforceable.**\n\n \n\nWe\nare a Cayman Islands exempted company and substantially all of our assets are located outside of the United States. In addition, all\nof our current directors and officers are nationals and residents of countries other than the United States. Substantially all of the\nassets of these persons are located outside the United States. As a result, it may be difficult for a shareholder to effect service of\nprocess within the United States upon these persons or to enforce against us or them judgments obtained in United States courts, including\njudgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.\nEven if you are successful in bringing an action of this kind, the laws of the Cayman Islands may render you unable to enforce a judgment\nagainst our assets or the assets of our directors and officers. As a result of all of the above, our shareholders may have more difficulties\nin protecting their interests through actions against us or our officers, directors or major shareholders than would shareholders of\na corporation incorporated in a jurisdiction in the United States.\n\n \n\n**We\nare an “emerging growth company” within the meaning of the Securities Act and may take advantage of certain reduced reporting\nrequirements.**\n\n \n\nWe\nare an “emerging growth company” under the U.S. federal securities laws, and we may take advantage of certain exemptions\nfrom various requirements applicable to other public companies that are not emerging growth companies, including, most significantly,\nnot being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act for so long as we are\nan emerging growth company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not\nhave access to certain information they may deem important.\n\n \n\n**We\nhave incurred and will continue to incur increased costs as a result of being a public company, particularly after we cease to qualify\nas an “emerging growth company.”**\n\n \n\nWe\nincur additional legal, accounting, and other expenses as a public reporting company, and will continue to incur such expenses, particularly\nafter we cease to qualify as an emerging growth company. For example, we are now required to comply with the additional requirements\nof the rules and regulations of the SEC and the Nasdaq Stock Market, including applicable corporate governance practices. Compliance\nwith these requirements increases our legal and financial compliance costs and makes some activities more time-consuming and costly.\nIn addition, our management and other personnel need to divert attention from operational and other business matters to devote substantial\ntime to these public company requirements. We cannot predict or estimate the number of additional costs we may incur as a result of becoming\na public company or the timing of such costs.\n\n \n\nIn\naddition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for\npublic companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations\nand standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application\nin practice may evolve over time as new guidelines are provided by regulatory and governing bodies. This could result in continuing uncertainty\nregarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to\ninvest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative\nexpenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our\nefforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due\nto ambiguities related to their application and practice, regulatory authorities may also initiate legal proceedings against us and our\nbusiness may be adversely affected.\n\n \n\n 26\n\n \n\n** **\n\n**We\nqualify as a foreign private issuer and, as a result, we are not subject to U.S. proxy rules and we are subject to Exchange Act reporting\nobligations that permit less detailed and less frequent reporting than that of a U.S. corporation.**\n\n \n\nBecause\nwe qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the Exchange Act that are applicable\nto U.S. domestic public companies, including (i) the sections of the Exchange Act regulating the solicitation of proxies, consents, or\nauthorizations in respect of a security registered under the Exchange Act; (ii) the sections of the Exchange Act imposing liability on\ninsiders who profit from trades made in a short period of time; and (iii) the rules under the Exchange Act requiring the filing with\nthe SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form\n8-K upon the occurrence of specified significant events. In addition, foreign private issuers are not required to file their annual report\non Form 20-F until one hundred twenty (120) days after the end of each financial year, while U.S. domestic issuers are required to file\ntheir annual report on Form 10-K within seventy-five (75) days after the end of each financial year if they are accelerated filers or\nwithin ninety (90) days after the end of each financial year if they are not accelerated filers. Foreign private issuers also are exempt\nfrom Regulation Fair Disclosure (FD), aimed at preventing issuers from making selective disclosures of material information. As a result\nof the above, you may not have the same protections afforded to shareholders of companies that are not foreign private issuers.\n\n \n\nThe\ndetermination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed\nsecond quarter, and, accordingly, the next determination will be made with respect to us on June 30, 2026. In the future, we would lose\nour foreign private issuer status if (i) more than 50% of our outstanding voting securities are owned by U.S. residents; and (ii) a majority\nof our directors or executive officers are U.S. citizens or residents, or if we fail to meet additional requirements necessary to avoid\nloss of foreign private issuer status.\n\n \n\nIf\nwe lose our foreign private issuer status on such date, we will be required to file with the SEC periodic reports and registration statements\non U.S. domestic issuer forms beginning at the end of the first fiscal year ending after such date, which are more detailed and extensive\nthan the forms available to a foreign private issuer. We will also have to comply with U.S. federal proxy requirements and our officers,\ndirectors, and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16\nof the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under\nthe Nasdaq listing rules and will be required to comply with the applicable requirements of the Dodd-Frank Wall Street Reform and Consumer\nProtection Act.\n\n \n\nThe\nregulatory and compliance costs to us under U.S. securities laws if we are required to comply with the reporting requirements applicable\nto U.S. domestic issuers may be significantly higher than the cost we incur as a foreign private issuer. As a result, we expect that\na loss of foreign private issuer status would increase our legal and financial compliance costs and would make some activities highly\ntime consuming and costly. These expenses will relate to, among other things, the obligation to reconcile our financial information that\nis reported according to IFRS to U.S. GAAP and to report future results according to U.S. GAAP. We also expect that if we were required\nto comply with the rules and regulations applicable to U.S. domestic issuers, obtaining and maintaining directors’ and officers’\nliability insurance would become more difficult and expensive for us, and we may be required to accept reduced coverage or incur substantially\nhigher costs to obtain coverage. These rules and regulations could also make it more difficult for us to attract and retain qualified\nmembers of our board of directors.\n\n \n\n**As\na foreign private issuer, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ\nsignificantly from Nasdaq corporate governance listing standards. These practices may afford less protection to shareholders than they\nwould enjoy if we complied fully with Nasdaq corporate governance listing standards.**\n\n \n\nAs\na foreign private issuer, we are permitted to take advantage of certain provisions in the Nasdaq rules that allow us to follow our home\ncountry law for certain governance matters. Certain corporate governance practices in our home country, the Cayman Islands, may differ\nsignificantly from Nasdaq corporate governance listing standards. Currently, we do not plan to rely on any home country practices with\nrespect to our corporate governance. However, if we do choose to follow home country practices in the future, our shareholders may be\nafforded less protection than they would otherwise enjoy under the Nasdaq corporate governance listing standards applicable to U.S. domestic\nissuers.\n\n \n\n 27"}