{"url_path":"/sec/cchh/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/2074123/0001213900-26-057844-index.html","accession_number":"0001213900-26-057844","cik":"0002074123","ticker":"CCHH","issuer_name":"CCH Holdings Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/2074123/0001213900-26-057844-index.html","primary_entity_key":"0002074123","primary_entity_name":"CCH Holdings Ltd"},"word_count":18509,"has_tables":true,"body_markdown":"**Item\n3. Key Information**\n\n \n\n**A.****[Reserved]**\n\n \n\n**B.****Capitalization\nand indebtedness.**\n\n \n\nNot\napplicable.\n\n \n\n**C.****Reasons\nfor the offer and use of proceeds.**\n\n \n\nNot\napplicable**.**\n\n \n\n**D.****Risk\nFactors**\n\n \n\nYou\nshould carefully consider each of the following risks and all the other information contained in this annual report and in our other\nfilings with the SEC in evaluating us and our Ordinary Shares. Although the risks are organized by headings, and each risk is discussed\nseparately, many are interrelated. Our business, financial condition, results of operations and cash flows could be materially and adversely\naffected by these risks, and, as a result, the trading price of our Ordinary Shares could decline. We have in the past been adversely\naffected by certain of, and may in the future be affected by, these risks. You should not interpret the disclosure of any risk factor\nto imply that the risk has not already materialized.\n\n \n\n**Summary Risk Factors**:\n\n** **\n\n**Risks Related to Our Business and Industry**\n\n \n\n●Market recognition of our brands is crucial to our continued success, and any damage to our reputation\ncould have an adverse impact on our business (see page 4 of this annual report);\n\n \n\n●Our financial condition and business operations may be materially and adversely affected if we are unable\nto retain existing customers or attract new ones by delivering high-quality dining experience (see page 5 of this annual report);\n\n \n\n●Our continued success depends on our ability to react to evolving customer preferences.\n\n \n\n●We may not be successful in expanding our network of restaurant outlets (see page 5 of this annual\nreport);\n\n \n\n●We may need to obtain financing for our expansion. If we fail to obtain sufficient funding, our growth\nmay be adversely affected (see page 6 of this annual report);\n\n \n\n●Our historical financial and operating results may not be indicative of future performance, and we may\nnot be able to achieve and sustain the historical level of our profitability (see page 6 of this annual report);\n\n \n\n●Any shortage or interruption in supply could have a material adverse effect on our business, financial\ncondition and results of operations (see page 6 of this annual report);\n\n \n\n●Our profit margins and operating results are susceptible to fluctuations in the costs of raw materials\nused in our restaurants (see page 7 of this annual report);\n\n \n\n●We may not be able to adequately manage our inventory (see page 7 of this annual report);\n\n \n\n●We rely on our central kitchen to procure, prepare, supply and store certain food ingredients to be used\nin our restaurants and a significant disruption in the operations of our central kitchen could negatively impact our business (see page\n7 of this annual report);\n\n \n\n1\n\n \n\n●We will continue to incur costs on marketing campaigns, but there is no guarantee that such marketing\nefforts will be effective (see page 7 of this annual report);\n\n \n\n●Food safety concerns and concerns about the health risk of our food offerings may have an adverse effect\non our business (see page 7 of this annual report);\n\n \n\n●The specialty hotpot restaurant market in Malaysia is highly competitive and any failure to successfully\ncompete with other restaurants may adversely affect our business (see page 8 of this annual report);\n\n \n\n●Our business may be affected by a lack of new suitable locations on commercially viable terms, or any\nincrease in rental costs of the existing tenancy agreements of our leased properties, a failure to renew the same, or our current restaurant\nlocations may become unattractive (see page 8 of this annual report);\n\n \n\n●Our results of operations may fluctuate due to seasonality (see page 8 of this annual report);\n\n \n\n●As we expand our geographic reach in the future, our multi-jurisdictional operations may lead to increasing\nrisks and uncertainties, and our management system may not be effective to address such risks and uncertainties (see page 8 of this\nannual report);\n\n \n\n●We may not be able to collect all of our accounts receivable and thus are exposed to credit risk.\n\n \n\n●We have engaged in transactions with related parties, and such transactions present possible conflicts\nof interest that could adversely affect our business and results of operations (see page 9 of this annual report);\n\n \n\n●Any failure of our information technology system could interrupt our operations and adversely affect our\nbusiness (see page 10 of this annual report);\n\n \n\n●The payment methods that we accept subject us to third-party payment-related risks (see page 10 of this\nannual report);\n\n \n\n●We may be unable to detect, deter and prevent all instances of fraud or other misconduct committed by\nour employees, suppliers or other third parties (see page 10 of this annual report);\n\n \n\n●We may be involved in claims or proceedings in connection with certain proprietary know-how or intellectual\nproperty, including our recipes, which, in turn, could harm the value of our brand and adversely affect our business (see page 10 of\nthis annual report);\n\n \n\n●Engagement with our key personnel is pivotal to our future success, and our business could be adversely\naffected if we lose their services or they are unable to successfully manage our growing operations (see page 11 of this annual report);\n\n \n\n●We cannot guarantee that we will not be involved in claims, disputes and legal proceedings in our ordinary\ncourse of business (see page 11 of this annual report);\n\n \n\n●Our insurance coverage may be insufficient to protect us against potential liabilities arising in the\ncourse of operations (see page 11 of this annual report);\n\n \n\n●Fluctuations in exchange rates could have a material and adverse effect on our results of operations (see\npage 11 of this annual report);\n\n \n\n●Rising interest rates could negatively impact our performance and restaurant expansion plans (see page\n11 of this annual report);\n\n \n\n**Risks Related to the Jurisdictions Where We Operate**\n\n** **\n\n●Any\nadverse changes in the political, economic, legal, regulatory taxation or social conditions\nin the jurisdictions that we operate in or intend to expand our business may have a material\nadverse effect on our operations, financial performance and future growth (see page 12\nof this annual report);\n\n \n\n●Our\nbusiness is heavily dependent on the macroeconomic conditions of Malaysia, the overall economic\ngrowth of which could adversely affect our business (see page 12 of this annual report);\n\n \n\n2\n\n \n\n●Rising\nemployment costs in Malaysia could further affect our financial position.\n\n \n\n●Unforeseeable\nevents such as natural disasters, inclement weather, acts of war, terrorist attacks, political\nunrest, health epidemics and other uncontrollable events could significantly disrupt our\nbusiness operations (see page 12 of this annual report);\n\n \n\n●We\nmay become subject to comply with increasingly stringent laws, regulations, standards and\npolicies, and any actual or perceived failure to comply could harm our reputation and brand,\nsubject us to significant fines and liability, or otherwise adversely affect our business\n(see page 13 of this annual report);\n\n \n\n●We\nmay fail to be in compliance with regulatory requirements or obtain related licenses required\nby relevant authorities that have jurisdiction over us in the catering services industry\n(see page 13 of this annual report);\n\n \n\n●Failure\nto comply with data privacy, data protection and cybersecurity laws and regulations could\nhave a material adverse impact on our reputation, results of operations or financial condition,\nor have other consequences (see page 14 of this annual report);\n\n \n\n●We\nmay be exposed to liabilities under the Foreign Corrupt Practices Act and anti-corruption\nand anti-money laundering laws of Malaysia and various international jurisdictions in which\nwe may in the future have business operations (see page 14 of this annual report);\n\n \n\n●We\nmay face exposure to foreign currency exchange rate fluctuations (see page 14 of this annual\nreport);\n\n \n\n●Lawsuits may be filed against us or arbitration\nproceedings may be commenced and an adverse ruling in any such lawsuit or arbitration may adversely affect our business or financial condition\n(see page 14 of this annual report);\n\n  \n\n●Our inability or failure to protect our intellectual\nproperty rights or any third parties claiming that we have infringed on their intellectual property rights could negatively impact our\nbrand or have a negative impact on our operating results (see page 15 of this annual report);\n\n  \n\n●Changes to tax laws and regulations could adversely\naffect our financial results or condition(see page 15 of this annual report);\n\n \n\n●We are subject to anti-bribery, anti-corruption,\nand anti-money laundering laws, including the U.S. Foreign Corrupt Practices Act, as well as export control laws, customs laws, sanctions\nlaws and other laws governing our operations. If we fail to comply with these laws, we could be subject to civil or criminal penalties,\nother remedial measures and legal expenses, which could adversely affect our business, results of operations and financial condition (see\npage 15 of this annual report);\n\n \n\n●Failure to comply with the U.S. Foreign Corrupt\nPractices Act of 1977, or the FCPA, could result in fines, criminal penalties, and an adverse effect on our business (see page 15 of\nthis annual report);\n\n \n\n●We are a “foreign private issuer”\nunder U.S. securities laws and, as a result, are subject to disclosure obligations that are different from those applicable to U.S. domestic\nissuers listed on the Nasdaq Capital Market (see page 16 of this annual report);\n\n  \n\n●As a foreign private issuer, we may follow certain\nhome country corporate governance practices instead of otherwise applicable Nasdaq corporate governance requirements, and this may result\nin less investor protection than that accorded to investors under rules applicable to U.S. domestic issuers (see page 16 of this annual\nreport);\n\n  \n\n●The forecasts of market growth may prove to be\ninaccurate, and even if the market in which we compete achieves the forecasted growth, we cannot assure you that our business will grow\nat a similar rate, if at all (see page 16 of this annual report);\n\n \n\n●Our management team has limited experience managing\na public company (see page 16 of this annual report);\n\n \n\n●Our business is subject to the risk of earthquakes,\nfire, power outages, floods, public health crises, and other catastrophic events, and to interruption by man-made problems such as terrorism\n(see page 16 of this annual report);\n\n \n\n●We are an “emerging growth company,”\nand our election to comply with the reduced disclosure requirements as a public company may make our Class A Ordinary Shares less attractive\nto investors (see page 17 of this annual report);\n\n3\n\n \n\n**Risks\nRelated to Our Class A Ordinary Shares**\n\n \n\n●Goh\nKok Foong, our founder, beneficially owns 100% of our outstanding Class B Ordinary Shares,\nand his interests may differ from the interests of other shareholders, which could cause\na material decline in the value of our Class A Ordinary Shares (see page 17 of this annual\nreport);\n\n \n\n●Our\ndual-class voting structure will limit or preclude your ability to influence corporate matters,\nincluding the election of directors, amendments of our organizational documents, and any\nmerger, consolidation, sale of all or substantially all of our assets, or other major corporate\ntransactions requiring shareholder approval, and that may adversely affect the trading price\nof our Class A Ordinary Shares(see page 18 of this annual report);\n\n \n\n●Our\nClass A Ordinary Shares may be delisted if we are unable to comply with Nasdaq continued\nlisting requirements (see page 18 of this annual report);\n\n \n\n●You\nmay experience significant dilution as a result of future financings (see page 18 of this\nannual report);\n\n \n\n●Our\nClass A Ordinary Shares eligible for future sale may cause the price of our Class A Ordinary\nShares to decline (see page 19 of this annual report);\n\n \n\n●If\nwe fail to establish and maintain an effective system of internal control over financial\nreporting, our ability to accurately and timely report our financial results or prevent fraud\nmay be adversely affected, and investor confidence and the market price of our Class A Ordinary\nShares may be adversely impacted (see page 18 of this annual report);\n\n \n\n●Certain recent IPOs of companies with relatively\nsmall public floats comparable to our public float have experienced extreme volatility that was seemingly unrelated to the actual or expected\noperating performance and financial condition or prospects of the respective company. Our Class A Ordinary Shares may potentially experience\nrapid and substantial price volatility, which may make it difficult for prospective investors to assess the rapidly changing value of\nour Class A Ordinary Shares see page 20 of this annual report) \n\n \n\n●We\nmay not pay any dividends (see page 19 of this annual report);\n\n \n\n●The\nmarket price and trading volume of our Class A Ordinary Shares may be volatile and may be\naffected by economic conditions beyond our control (see page 19 of this annual report);\n\n \n\n●We\nmay be classified as a passive foreign investment company, which could result in adverse\nU.S. federal income tax consequences to U.S. Holders of our Class A Ordinary Shares (see\npage 20 of this annual report);\n\n \n\n●The\nlaws of the Cayman Islands may not provide our shareholders with benefits comparable to those\nprovided to shareholders of corporations incorporated in the United States (see page 20\nof this annual report);\n\n \n\n●Because\nwe are a Cayman Islands company and substantial of our business is conducted in Malaysia,\nyou may be unable to bring an action against us or our officers and directors or to enforce\nany judgment you may obtain, and the U.S. regulatory bodies may be limited in their ability\nto conduct investigations or inspections of our operations in Malaysia(see page 20 of this\nannual report);\n\n \n\n●We\nwill incur increased costs as a result of operating as a U.S. listed public company, and\nour management will be required to devote substantial time to new compliance initiatives\nand corporate governance practices (see page 21 of this annual report);\n\n \n\n●If\nsecurities or industry analysts do not publish research or reports about our business, or\nif they issue an adverse or misleading opinion regarding our stock, the market price and\ntrading volume of our Class A Ordinary Shares could decline (see page 21of this annual\nreport);\n\n \n\n**Risks\nRelated to Our Business and Industry**\n\n** **\n\n**Market\nrecognition of our brands is crucial to our continued success, and any damage to our reputation could have an adverse impact on our business.**\n\n \n\nWe\nbelieve that our continued success is attributed to the market recognition of our brands, especially Chicken Claypot House and Zi Wei\nYuan. Our ability to safeguard and enhance the reputation of our brands is crucial to our continued success. However, customer confidence\nin us may decline due to negative publicity, even if proven to be inaccurate at a later stage, regarding food safety issues, quality\nof service, public health concerns or government or industry findings concerning our restaurant outlets or the restaurant industry as\na whole.\n\n \n\n4\n\n \n\nOur reputation may be further damaged by complaints lodged by customers.\nWe are committed to addressing the customer complaints towards the satisfaction of the affected customers and would try to reduce such\nincidents to the largest extent possible by implementing various remedial measures and improving our operation protocols. To the best\nof our knowledge, we are not aware of any customer complaints seeking material compensation that could have a material adverse effect\non our business and results of operations during the years ended December 31, 2023, 2024 and 2025.   Nevertheless, if there\nare a significant number of complaints or claims against us, even if meritless or unsuccessful, they could force us to divert management\nand other resources from our business concerns and result in negative publicity. Customers may lose confidence in our brands, which may\nlead to decline in number of customer visits and business of our restaurant outlets.\n\n \n\nMeanwhile,\nas we continue to open more company-owned restaurant outlets as well as to cooperate with more licensees to open up more franchised restaurant\noutlets under our brands, and also extend our geographic reach while doing so, maintaining quality and consistency in our food and services\nmay become increasingly difficult and there is no assurance that customer confidence in our brands will not diminish. If customers perceive\nor experience a deterioration in our food quality, service, or ambiance, or believe in any way that we fail to deliver a consistently\npositive dining experience, the value of our brands could suffer, which could have an adverse effect on our business, results of operations\nand financial condition.\n\n** **\n\n**Our\nfinancial condition and business operations may be materially and adversely affected if we are unable to retain existing customers or\nattract new ones by delivering high-quality dining experience.**\n\n \n\nGuest\nsatisfaction level is an important factor in the success of restaurants in the catering services industry. As we continue to grow in\nsize, expand our geographic outreach and diversify our food offerings, maintaining food and services quality and consistency may become\nincreasingly difficult and we cannot assure you that customer confidence in our brand will not diminish. The quality of our dining experience\nmay be adversely impacted by the following factors, including, among others:\n\n \n\n●long\nwaiting time;\n\n \n\n●decline\nin the quality of current food offerings;\n\n \n\n●failure\nto provide services to the satisfaction of our guests;\n\n \n\n●inability\nto introduce new menu items that gain popularity among guests;\n\n \n\n●inability\nto meet the needs of our guests and adapt to changes in consumer tastes and preferences in\neach of the countries/regions that we operate in;\n\n \n\n●any\nsignificant liability claims or food contamination complaints from our guests;\n\n \n\n●inability\nto offer quality food at affordable prices; and\n\n \n\n●decrease\nin the attractiveness or quality of design of our restaurants.\n\n** **\n\nIf\nour consumers experience or believe to have encountered one or more of the above, they may conclude that we are failing to deliver an\nenjoyable dining experience that meet their expectations, our reputation could hence be adversely affected. The number of customers visiting\nour restaurant outlet may decrease and we may also be unable to attract new customers, both of which could have a material and adverse\nimpact on our business.\n\n** **\n\n**Our\ncontinued success depends on our ability to react to evolving customer preferences.**\n\n \n\nWe\nhave been striving to keep abreast to the ever-changing customer preferences in order to remain competitive in the market. We are committed\nto regularly updating our menu and introducing innovative dishes from time to time to adapt to dining trends in different geographical\nlocations, shifts in consumer tastes and nutritional trends. In the past, we have launched a number of new soup base flavors of our chicken\nhotpot and fish head charcoal pot with a view to cater to our customers’ changing tastes and bring about new experiences, which\nare all well-received. Nevertheless, we cannot guarantee that our restaurant outlets’ existing and new menu items will be commended\nby our target customers in the future. We cannot assure you that hotpot is always preferred by guests among all cuisine styles as well.\nIn addition, consumer tastes and preferences are constantly changing and if we fail to anticipate, identify and interpret the latest\nfood trends, or are unable to respond to such changes in a timely manner or at all, or if our competitors are able to address these concerns\nmore effectively, we may face a decrease in guest visits and our business or lose one of our competitive edges to our competitors in\ndeveloping and introducing dishes, thus our financial condition and results of operations may be materially and adversely affected.\n\n** **\n\n**We\nmay not be successful in expanding our network of restaurant outlets.**\n\n \n\nTo\nfurther increase our market share, we plan to expand our geographic coverage and deepen our market penetration by opening more restaurant\noutlets in both our existing markets and new markets by opening up more company-owned restaurant outlets and cooperating with more licensees\nto open up more franchised restaurant outlets under our brands. However, we may face various challenges in achieving our planned expansion\nof our network of restaurant outlets. The number and timing of the restaurant outlets opened during any given period are subject to a\nnumber of risks and uncertainties, including but not limited to our ability to:\n\n \n\n●identify,\nor assist our licensees to identify suitable locations for opening new restaurant outlets\nand secure leases on commercially reasonable terms;\n\n \n\n5\n\n \n\n●effectively\nmanage our supply chain and ensuring our suppliers continue to meet our quality and other\nstandards and satisfy our current and future operations’ needs for all franchised restaurant\noutlets throughout our network;\n\n \n\n●hire\nqualified employees and provide adequate training;\n\n \n\n●engage\nand retain qualified new licensees;\n\n \n\n●control\noperational costs; and\n\n \n\n●obtain\nor assist our licensees to obtain, the required licenses, permits and approvals;\n\n \n\nThere\nis no assurance that we will be able to open new restaurant outlets. Any factors listed above, either individually or in aggregate, may\ndelay or fail our plan to increase the number of our company-owned restaurant outlets or franchised restaurant outlets in desirable locations\nat manageable cost levels. In addition, our licensees, as the case may be, may not be able to successfully operate the existing restaurant\noutlets and may choose to close certain restaurant outlets from time to time, reducing the royalties payable to us, which would adversely\naffect our business, financial condition or results of operations.\n\n \n\nThe\ncosts incurred in the opening of new restaurant outlets and the expansion plans may place substantial stress on our managerial, operational\nand financial resources. There is no assurance that our managerial, operational and financial resources will be adequate to support the\npace of our expansion. If it is determine that such resources are insufficient, our expansion plans may be slowed down or halted.\n\n \n\nEven\nif new restaurants are opened, they may be less profitable than our existing restaurants if they turn out to be popular in the communities\nthey are located in or fail to compete against other established brands, or there is any decrease in average sales or average spending\nper customer and/or any increase in construction, occupancy or operating costs due to any reason. If any new restaurant outlet experiences\nprolonged delay in breaking even or achieving our desired level of profitability or operates at a loss, our operational and financial\nresources could be strained and our overall profitability could be adversely affected.\n\n** **\n\n**We\nmay need to obtain financing for our expansion. If we fail to obtain sufficient funding, our growth may be adversely affected.**\n\n \n\nWe\nprimarily fund our operations, expansion and capital expenditures with cash generated from our operations, banking facilities and, in\nthe future, net proceeds we received from this offering. As our business scale grows, we may in the future require additional cash resources\nto finance our continued growth or other developments. The amount and timing of such additional financing needs will vary depending on\nthe timing of our new restaurant openings, investments in new restaurants and the amount of cash flow from our operations. Our ability\nto obtain the necessary capital on acceptable terms is subject to a variety of uncertainties, some of which are beyond our control, including\nmacroeconomic climate and capital market conditions, the performance of the catering services industry in general, credit availability\nfrom banks or other lenders, investors’ confidence in us, and our operating and financial performance in particular. There is no\nassurance that we will be able to obtain any future financing in amounts or on terms acceptable to us. The unavailability of financing\non terms acceptable to us or at all could materially adversely affect our business, results of operations and implementation of our growth\nprospects.\n\n** **\n\n**Our\nhistorical financial and operating results may not be indicative of future performance, and we may not be able to achieve and sustain\nthe historical level of our profitability.**\n\n \n\nFor\nthe years ended December 31, 2023, 2024 and 2025, we recorded a net income of $368,614, a net income of US$913,401 and a net\nloss of US$2,731,520, respectively. However, our historical financial and operating results may not be indicative of our\nfuture performance. Our future profitability will depend on a variety of factors, including the performances of our new and existing\nrestaurant outlets, competitive landscape, prices of supplies, customer preferences and macroeconomic and regulatory environment. In\nparticular, as we open or license new restaurant outlets, our historical financial and operating results for the existing restaurant\noutlets may not be indicative of that of our new restaurant outlets. You should not rely on our historical results to predict the future\nperformance of our Class A Ordinary Shares.\n\n** **\n\n**Any\nshortage or interruption in supply could have a material adverse effect on our business, financial condition and results of operations.**\n\n \n\nOur\nbusiness is underpinned by a stable supply of fresh food ingredients, especially Chinese garden chicken and grouper fish, which are key\ningredients of our signature dishes. Any significant interruption in the supply of raw food materials could have a material adverse effect\non our business and profitability. However, we cannot ensure that all of our suppliers will continue to provide us with food ingredients\nand other raw materials that satisfy our selection criteria and quality requirements in a timely manner at all times since the supply\nof food ingredients are subject to a variety of factors, some of which are beyond our control. These factors include fluctuations in\naggregate supply and demand and external conditions, such as seasonal shifts, climate, natural disasters, diseases, suppliers’\nceasing operations, delays in logistics and transportation, labor strikes or changes in laws and regulations. In addition, our arrangements\nwith suppliers and service providers generally do not prohibit them from working with our competitors, and these parties may be more\nincentivized to prioritize the orders of our competitors in case of a short supply. If we were to change suppliers, there is no assurance\nthat we will be able to find suitable replacements in time, or at all, or that our contractual terms with any new supplier or service\nprovider will be as favorable as our exiting arrangements. If any of the above risks relating to disruption of supply materializes, we\nmay be forced to remove certain menu offerings from our restaurants or even suspend operation in certain restaurant outlets before the\nresumption of supply, which in turn could materially affect our business, financial condition and results of operations.\n\n** **\n\n6\n\n** **\n\n**Our\nprofit margins and operating results are susceptible to fluctuations in the costs of raw materials used in our restaurants.**\n\n \n\nWe\nare committed to offer delicious food to customers at an affordable price. However, any rise in our costs, particularly a rise in the\ncost of the ingredients we use, may lead to declines in our profit margins and increase in our operating costs. Our suppliers may be\naffected by costs of production and transportation, rising labor costs and other expenses and they may pass that onto us from time to\ntime. If we are unable to manage such increase in costs or to locate alternative suppliers on commercially viable terms within a short\nperiod of time, our profit margin could be adversely affected. There is no assurance that we can continuously purchase food ingredients\nfrom our suppliers at commercially agreeable prices without any interruption.\n\n** **\n\n**We\nmay not be able to adequately manage our inventory.**\n\n \n\nDue\nto the nature of our business, we routinely handle a large amount raw food material that have limited shelf lives such as poultry, fish,\nvegetables and other food ingredients. The shorter the shelf life and the longer we possess such inventories, the higher our risk of\ninventory obsolescence is. We operate an inventory management system in our central kitchen, our warehouse in Kuala Lumpur, Malaysia\nand each of our restaurant outlets, recording the expiry date of each batch of raw materials. However, real-time consumption level of\nour food ingredients is subject to various factors beyond our control, including spontaneous fluctuation of customer flow and diners’\npreferences. Our inventory levels may not be able to meet the demands of every guest, which may have an adverse impact on our sales revenue.\nWe also cannot guarantee that all of our food inventory can be consumed within its shelf life. In order to maintain our high food quality\nstandard, any food material reaching the expiry date will be disposed of in time with zero tolerance, which may increase our operation\ncosts which could hinder our level of profitability.\n\n** **\n\n**We\nrely on our central kitchen to procure, prepare, supply and store certain food ingredients to be used in our restaurants and a significant\ndisruption in the operations of our central kitchen could negatively impact our business.**\n\n \n\nWe\noperate a central kitchen to serve as (i) the centralized processing facility for certain ingredients (including pre-made soup bases,\nsauces and pre-cut vegetables; (ii) the central storage of processed ingredients such as frozen chicken and seafood, dried spices\nand (iii) our procurement center in managing supplies and ingredients purchased in bulk.\n\n \n\nOur\ncentral kitchen is an essential part of our daily operations because it has an industrial grade kitchen equipped with a number of kitchen\nappliances to cook pre-made soup bases and process ingredients to be delivered to each of our restaurant outlets. Any interruption of\nelectricity and water supplies at our central kitchen, or delays in logistics may result in failure to store, process or deliver food\ningredients to our restaurant outlets in a timely manner.\n\n \n\nAdditionally, limited use or a break in operations of our central kitchen due\nto any reason may force our food processing procedures to be relocated to smaller commercial kitchens or at each of our restaurant outlets,\nwhich, in turn, could result in an increase the workload of our restaurant staff. It may also cause our restaurant outlets to suspend\nthe provision of certain items from the menu, whether temporarily or for a longer period which could, in turn, affect our customer satisfaction\nlevel and result in an adverse impact on our financial performance and result of operations.\n\n** **\n\n**We\nwill continue to incur costs on marketing campaigns, but there is no guarantee that such marketing efforts will be effective.**\n\n \n\nWe\nregularly incur costs in our marketing efforts to attract and retain customers. Our marketing activities include launching of promotion\ncampaigns during holidays, engagement of celebrities as our ambassadors and posting of advertisements both online and offline. However,\nsome of our marketing activities may not be successful, resulting in expenses incurred without the benefit of higher revenue. Additionally,\nour competitors may have greater financial resources, which allow them to spend more on marketing and advertising than we are currently\nable to. Should our competitors increase spending on marketing and advertising, or our marketing budget is decreased for any reason,\nor should our promotional efforts be less effective than those of our competitors, there could be a material adverse effect on our results\nof operations and financial condition.\n\n** **\n\n**Food\nsafety concerns and concerns about the health risk of our food offerings may have an adverse effect on our business.**\n\n \n\nAs\na restaurant operator, the quality and safety of the food we serve in our restaurant outlet is our priority and we face risks in relation\nto instance of food safety incidents. Maintaining consistent food quality depends significantly on the effectiveness of our quality control\nprotocols that we currently have in place, which in turn depends on a number of factors, including but not limited to the design of such\nprotocols in our central kitchen and restaurant outlets, the effectiveness of employee trainings to ensure our employees adhere to our\nquality control protocols and the ability to identify and prevent any potential violation of such protocols. There can be no assurance\nthat our quality control protocols will always prove to be effective and can identify all the potential risks and issues in relation\nto food safety arising from our restaurant operations. While we have been maintaining vigilance in ensuring the quality of food products\nprovided by our suppliers, there can be no assurance that our suppliers may always be able to adopt appropriate quality controls and\nmeet our stringent quality control requirements. We cannot guarantee that we can successfully prevent all failures in our or our suppliers’\nquality control system. Any significant failure or deterioration of such may result in food safety incidents, which could lead to related\nliability claims, complaints and negative publicity, reduced customer traffic at our restaurants, imposition of penalties on us by relevant\nauthorities and compensation ordered by courts and revocation or suspension of our food and beverage licenses. All of these consequences,\nif materialized, may have an adverse effect on our reputation, financial condition and results of operations.\n\n \n\n7\n\n \n\nOur\nbusiness may also be affected by media reports in connection with health concerns of certain food products. Our food offerings and soup\nbases contain fats, salts, pre-made sauces and other compounds, the health effects of which are the subject of public scrutiny, including\nthe suggestion that excessive consumption of fats, salts and other condiments may lead to a variety of adverse health effects. An unfavorable\nreport on the health effects of such substances presents in our products, or negative publicity or litigation arising from other health\nrisks such as obesity, could significantly reduce the demand for our food products. A decrease in customer traffic as a result of these\nhealth concerns or negative publicity could materially and adversely affect our brand image and our results of operations.\n\n** **\n\n**The\nspecialty hotpot restaurant market in Malaysia is highly competitive and any failure to successfully compete with other restaurants may\nadversely affect our business.**\n\n \n\nThe\ncatering services market in Malaysia is fragmented and characterized by increased competition, as numerous establishments strive to capture\nthe attention of the same customer base. Key competitive factors include types of cuisine, quality of food and services, price, restaurant\nlocations and overall dining experience. Many of our competitors are chain restaurant operators who possess an abundance of financial\nand operational resources, enjoy economies of scale and have established prominent market position and brand recognition, with which\nthey can significantly boost their competitive advantage. Any failure to compete favorably against them on those fronts would have an\nadverse impact on our business, operational results and financial position.\n\n \n\nIn\naddition, with the plethora of dining options available to customers for specialty hotpot, including a greater variety of broths, sauces\nand dishes, gaining an edge in the industry has become more difficult. We may need to modify or include new items in our menu to enrich\nour offerings from time to time. However, there is no guarantee that such attempts will be successful or will not reduce our profitability.\n\n** **\n\n**Our\nbusiness may be affected by a lack of new suitable locations on commercially viable terms, or any increase in rental costs of the existing\ntenancy agreements of our leased properties, a failure to renew the same, or our current restaurant locations may become unattractive.**\n\n \n\nWe\noperate all of our restaurant outlets on leased properties and we may be vulnerable to fluctuations in rental costs. We may be unable\nto accurately predict rental rates when we renew our existing tenancy agreements and substantial increase in rentals will adversely affect\nour profitability and financial position. There is also no guarantee that we can negotiate the terms of renewal with the landlords before\nthe expiry of our existing tenancy agreements.\n\n \n\nThe\nsuccess of any restaurant depends on its location selection and we maintain a set of selection criteria at high standards. In particular,\nour restaurant outlets will aim to be located in areas with high pedestrian traffic and can be easily accessed by customers by a wide\nrange of modes of transportation. The floor area of each of our restaurants must be large enough to accommodate customers’ needs.\nIn view of our stringent criteria in selecting restaurant locations, commercially viable choices in Malaysia or other jurisdictions that\nwe may have operations in the future may be limited.\n\n \n\nIn\naddition, the demographics or economic conditions of the communities where our restaurant outlets are currently operating in could change\nin the future, potentially resulting in reduced sales in these locations. If we cannot relocate or secure new premises at desirable locations\nat prices within our budget, our ability to implement our growth strategy will be strained.\n\n** **\n\n**Our\nresults of operations may fluctuate due to seasonality.**\n\n \n\nWe\nexperience certain levels of seasonal fluctuations. For instance, we normally record higher customer traffic and revenues during Chinese\nNew Year and other public holidays due to customs of the Chinese community of family gathering. As we expand our network of restaurant\noutlets to various other regions, our financial condition and results of operations may fluctuate due to seasonality in accordance with\nlocal cultures and practice and our historical results may not be indicative for further performance.\n\n** **\n\n**As\nwe expand our geographic reach in the future, our multi-jurisdictional operations may lead to increasing risks and uncertainties and\nour management system may not be effective to address such risks and uncertainties.**\n\n \n\nOur\nrestaurant outlets, including both company-owned and franchised outlets, are current located in four different jurisdictions. We also\nplan to further extend our company-owned and franchised restaurant network to additional jurisdictions. However, operation in those jurisdictions\nand expanding to new regions may expose us to various risks, which may include, among others:\n\n \n\n●failure\nto anticipate changes to the competitive landscape in the new market due to lack of familiarity\nwith the local business environment;\n\n \n\n●different\nconsumer preferences and discretionary spending patterns;\n\n \n\n8\n\n \n\n●difficulty\nin finding reliable suppliers of food ingredients meeting our quality standards at acceptable\nprices and quantities;\n\n \n\n●the\ninfringement of our intellectual property rights in foreign jurisdictions;\n\n \n\n●economic,\nfinancial and market instability and credit risks;\n\n \n\n●material\ntariffs imposed on our food ingredients imported from other countries;\n\n \n\n●difficulties\nand costs associated with complying with, and enforcing remedies under, a wide variety of\ncomplex local and international laws, treaties and regulations;\n\n \n\n●difficulties\nwith localized management and training of licensees or employees of licensees;\n\n \n\n●exposure\nto litigation or third-party claims in different jurisdictions;\n\n \n\n●foreign\ncurrency exchange controls and fluctuations;\n\n \n\n●uncertainties\nin the interpretation and application of tax laws and regulations, more onerous tax obligations\nand unfavorable tax conditions; and\n\n \n\n●cultural\ndifferences and language difficulties.\n\n \n\nAs\na result of the above factors, our ability to operation in jurisdictions other than Malaysia may be restricted, or our restaurants in\nthose jurisdictions may take longer than expected to be established and reach, or may never reach, expected sales and profit levels,\nthereby affecting our overall profitability. Our brand image and reputation may also be adversely and materially affected as a result.\n\n** **\n\n**We\nmay not be able to collect all of our accounts receivable and thus are exposed to credit risk.**\n\n \n\nOur\naccounts receivable are primarily receivables from local distributors to whom we sell food ingredients and condiments, credit card networks,\nfood delivery platforms and payment platforms and others. At the end of each year or period, we assess whether the credit risk of a financial\ninstrument has increased significantly since its initial recognition. When making the assessment, we compare the risk of a default occurring\non the financial instrument as of the reporting date with the risk of a default occurring on the financial instrument as of the date\nof initial recognition and consider reasonable and supportive forward-looking information. Accounts receivable that are ultimately deemed\nto be uncollectible, and for which collection efforts have been exhausted, are written off against the provision for credit losses. As\nof December 31, 2024 and 2025, the provision of allowance for expected credit losses of our accounts receivable was US$138,326 and\nUS$308,639, respectively.  We believe that this amount would not materially affect our operations and from past experience,\ncredit risk from credit card networks, food delivery platforms and payment platforms are relatively low. However, we cannot assure you\nthat we will be able to collect our accounts receivable in full, or at all, in the future, despite our efforts to conduct credit assessment\non them.\n\n** **\n\n**We\nhave engaged in transactions with related parties, and such transactions present possible conflicts of interest that could adversely\naffect our business and results of operations.**\n\n \n\nWe\nhave entered into a number of transactions with related parties, including with entities controlled by Mr. Goh Kok E, our chief\noperating officer and a director of our Company, and entities controlled by Mr. Goh Kok E, our chairman of board of directors and co-chief\nexecutive officer and Mr. Goh Kok Foong, our founder who is also his brother. These transactions are mainly consisted of sales of food\ningredients and condiments to and franchise income from related parties who are our licensees. See “*Related Party Transaction — Other\nRelated Party Transactions*” for details. For the years ended December 31, 2023, 2024 and 2025, our revenues generated from\nentities controlled by Mr. Goh Kok E were US$909,739, US$879,196 and US$659,035, which consisted of 9.3%, 9.9% and 6.9% of our total\nrevenues for each of the three years, respectively. For the years ended December 31, 2023, 2024 and 2025, our revenues generated from\nentities controlled by Mr. Goh Kok E and Mr. Goh Kok Foong were US$11,727, US$66,522 and nil, which consisted of 0.1%, 0.7% and 0% of\nour total revenues for each of the three years, respectively.   We may in the future enter into additional transactions with\nentities controlled by Mr. Goh Kok E and/or Mr. Goh Kok Foong. Transactions with these related parties may present potential conflicts\nof interest, as the interests of these entities and their shareholders may not align with the interests of us and our minority shareholders\nwith respect to the negotiation of, and certain other matters related to, our business transactions with such entities.\n\n \n\nWe\nrely on the laws of Cayman Islands, which provide that directors owe fiduciary duties to the company, including a duty of loyalty, a\nduty to act honestly and a duty to act in what they consider in good faith to be in our best interests. Nevertheless, we may have achieved\nmore favorable terms if such transactions had not been entered into with related parties and these transactions, individually or in the\naggregate, may have adverse effect on our business and results of operations, attract scrutiny from regulators and result in government\nenforcement actions or other litigations.\n\n** **\n\n9\n\n** **\n\n**Any\nfailure of our information technology system could interrupt our operations and adversely affect our business.**\n\n \n\nWe\nhave installed a computerized Point of Sale (“POS”) system at each of our restaurant outlets for settling digital payments,\nrecording invoices, sales revenues and operating expenditure incurred. We rely on the POS system and network infrastructure to monitor\nthe daily operations of our restaurant outlets and to collect accurate up-to-date financial and operating data for business analysis.\nAny damage or failure of our computer system or network infrastructure could limit our ability to collect important sales data, which\nis highly likely to have an adverse effect on our business and results of operations.\n\n** **\n\n**The\npayment methods that we accept subject us to third-party payment-related risks.**\n\n \n\nWe\nhave set up third-party payment with credit card service providers and various payment platforms, such as Visa, Mastercard, American\nExpress, Touch ‘n Go eWallet and DuitNow, to facilitate digital payments widely used by our customers. Therefore, the ability to\naccept payments through these channels are important for our day-to-day operation. If we fail to extend or renew the agreements\nwith these third-party payment providers on acceptable terms or if they are unwilling or unable to provide us with payment service, or\nif they increase the fees they charge for these services, our business and results of operations could be harmed. Moreover, to the extent\nwe rely on the settlement of payment through these third-party payment processors, any defects, failures and interruptions in their systems\ncould disrupt our business.\n\n** **\n\n**We\nmay be unable to detect, deter and prevent all instances of fraud or other misconduct committed by our employees, suppliers or other\nthird parties.**\n\n \n\nWe\nmay be exposed to fraud, bribery or other misconduct committed by our employees, suppliers or third parties that could subject us to\nfinancial losses and sanctions imposed by governmental authorities, which may adversely affect our reputation. In particular, being in\nthe restaurant business, we usually receive and handle relatively large amounts of cash in our daily operations. We implement internal\nprocedures and policies to monitor our operations and ensure overall compliance, specifically in relation to employee conduct and cash\nmanagement. As of the date of this annual report, we are not aware of any instances of fraud, bribery, and other misconduct involving\nemployees, suppliers and other third parties that had any material and adverse impact on our business and results of operations. However,\nwe cannot assure you that there will not be any such instances in the future. Although we consider our internal control policies and\nprocedures to be adequate, we may be unable to prevent, detect or deter all such instances of misconduct. Any such misconduct committed\nagainst our interests, which may include past acts that have gone undetected or future acts, may have a material and adverse effect on\nour business and results of operations.\n\n** **\n\n**We\nmay be involved in claims or proceedings in connection with certain proprietary know-how or intellectual property, including our recipes,\nwhich, in turn, could harm the value of our brand and adversely affect our business.**\n\n \n\nOur\nproprietary know-how, recipes, trade secrets and other intellectual property, including our brand names and logos are important to our\nbusiness. We include confidentiality and non-disclosure provisions in letter of employment issued to key management and operating personnel\nand licensing agreements to our licensees who may have access to our proprietary know-how, recipes and trade secrets. We also take other\nprecautionary measures to protect our intellectual properties. However, we cannot assure you that these measures are adequate and effective\nin preventing others from independently developing or otherwise obtaining access to our proprietary know-how, recipes and trade secrets.\nIn particular, our signature dish, Special Taste Chicken Claypot, is well known to our customers and is essential to our success and\ncompetitiveness in the catering services industry. However, we do not have any intellectual property rights over this self-formulated\ndish, we may be unable to protect the recipe of our signature dish. Hence, if our recipe for our Special Taste Chicken Claypot is advertently\nleaked or misappropriated by our competitors, we may not be able to request desistance from such behavior by bringing legal proceedings.\nThe uniqueness and the appeal of dishes in our restaurants may be reduced as a result, and our business and results of operations could\nbe adversely affected.\n\n \n\nWe\nare also susceptible to brand infringement such as counterfeiting and other unauthorized uses of our intellectual property\nrights. Unauthorized use of our trademarks and trade names by unrelated third parties or the presence of imitators who operate restaurants\nwith misleadingly similar names with our restaurants but offering inferior food and services may tarnish our brand image and damage our\nreputation. However, it is not possible to detect all instances of brand infringement in a timely manner. Additionally, if\ninstances of brand infringement are detected, we may, from time to time, be required to institute litigation, arbitration or\nother proceedings to enforce our intellectual property rights, which could be time-consuming and expensive to resolve and would divert\nour management’s time and attention regardless of its outcome, materially and adversely affecting our business, financial conditions\nand results of operations. We also cannot guarantee the outcome of such proceedings as there may be legal or factual circumstances which\ngive rise to uncertainty as to the validity, scope and enforceability of our intellectual property rights in the brand assets. Even if\nthese proceedings are resolved in our favor, we may not be able to successfully enforce the judgment and remedies awarded by the relevant\nauthority and the remedies may not be adequate to compensate us for our actual or anticipated losses, whether tangible or intangible.\n\n \n\n10\n\n \n\nOn\nthe other hand, we may face claims of infringement of intellectual rights against us. While we spend effort to avoid infringement of\nintellectual property during the ordinary course of our business, there may be existing intellectual property that we are unaware of,\nwhich we might inadvertently infringe. If we become subject to a claim of infringement, regardless of the merit of the claim or its defenses,\nthe claim could require costly litigation to resolve and the payment of substantial royalty or license fees, lost profits or other damages,\ndivert significant time and attention of the management, require us to discontinue materials with intellectual property rights in our\noperations, cause us to enter into unfavorable royalty or license agreements, and/or require us to spend additional resources to develop\nan alternative on our own. Any one or more of the above could harm our business, results of operations and financial condition.\n\n** **\n\n**Engagement\nwith our key personnel is pivotal to our future success, and our business could be adversely affected if we lose their services or they\nare unable to successfully manage our growing operations.**\n\n \n\nThe\ncontinuing service and performance of our key management personnel of our Company is crucially important to our operation. We need to\nbe able to attract, retain and motivate sufficient number of highly experienced management and operating personnel, including our directors,\nhead chef and restaurant managers, to maintain the quality of offering at our restaurant outlets and materialize our expansion plan.\nIf any member of our key management personnel is unable to perform his or her duties or effectively manage our business, we may be unable\nto expand at the pace or in the manner that we expected. Qualified management team and operating personnel in the restaurant industry\nin Malaysia are highly sought after. We may not be able to retain our existing key management and operating personnel or attract such\ntalents in the future.\n\n \n\nIf\nany of our key personnel is unable or unwilling to continue his or her service with the Company, we may not be able to find a replacement\nin time or at all, and our business could be disrupted and our results of operations could be adversely affected. In addition, if any\nmember of our key personnel joins a competitor or sets up a competing business, we may lose business secrets and knowhow as a result.\n\n** **\n\n**We\ncannot guarantee that we will not be involved in claims, disputes and legal proceedings in our ordinary course of business.**\n\n \n\nFrom time to time, we may\nbe involved in claims, disputes and legal proceedings in our ordinary course of business. These may concern issues relating to, among\nothers, food safety and quality incidents, breach of contract, labor disputes from our employees and former employees and infringement\nof intellectual property rights. As of the date of this annual report, we are not involved in any litigations or legal proceedings that\nmay materially affect our business and results of operations. Furthermore, claims, disputes or legal proceedings against us may be caused\nby defective supplies sold to us by our suppliers, who may not be able to indemnify us in full and in a timely manner, or at all, for\nany costs that we incur as a result of such claims, disputes and legal proceedings. Any claims, disputes or legal proceedings initiated\nby us or brought against us, with or without merit, may result in substantial costs and diversion of resources, and if we are unsuccessful,\ncould materially harm our reputation and results of operations.\n\n** **\n\n**Our\ninsurance coverage may be insufficient to protect us against potential liabilities arising in the course of operations.**\n\n \n\nWe\nmaintain various insurance policies, such as employees’ compensation insurance, fire insurance and public liability insurance.\nHowever, our insurance coverage is still limited in terms of amount, scope and benefit. Consequently, we are exposed to risks including,\nbut not limited to, accidents or injuries in our restaurants, food factory and office that are beyond the scope of our insurance coverage,\nor other accidents for which we do not currently maintain insurance, loss of key management and personnel, business interruptions, natural\ndisasters, terrorist attacks and social instability or any other events beyond our control. Any business disruption, litigation or legal\nproceedings or natural disaster, such as epidemics, pandemics or earthquakes, or other events beyond our control could result in substantial\ncosts and the diversion of our resources. Our business, financial condition and results of operations may be materially and adversely\naffected as a result.\n\n** **\n\n**Fluctuations\nin exchange rates could have a material and adverse effect on our results of operations**\n\n \n\nBecause\nwe conduct a significant and growing portion of our business in currencies other than the US dollars but report our consolidated financial\nresults in US dollars, we face exposure to fluctuations in currency exchange rates. As exchange rates vary, revenue, cost of raw materials,\ndepreciation and amortization, operating expenses, other income and expenses, and assets and liabilities, when translated, may also vary\nmaterially and thus affect our overall financial results. We have not entered into any hedging transactions to reduce our exposure to\nforeign exchange risk. Currently, these risks are not material to our financial condition or results of operations. As we expand internationally,\nour exposure to foreign currency translation and transaction risks may become more significant.\n\n** **\n\n**Rising\ninterest rates could negatively impact our performance and restaurant expansion plans.**\n\n \n\nWe\nare exposed the risk of increased interest rates on our bank overdrafts, long-term bank loans and lease liabilities. We are also exposed\nto cash flow interest risk in relation to variable-rate bank balances, and variable-rate bank borrowings which carry prevailing market\ninterests. We attempt to minimize this risk and lower our overall borrowing costs through maintaining a balanced portfolio of fixed rate\nand floating rate bank borrowings and bank balances.\n\n \n\n11\n\n \n\nThis\nrisk has not had a material impact on our overall borrowing cost or our financial performance. However, in the event that we fail to\ncontrol this risk in the future, rising interest rates could significantly increase our cost of borrowing or could make it difficult\nfor us to obtain financing in the future. An increased cost of borrowing would make it more expensive for us to acquire or lease properties\nto convert into a company-owned restaurant, which may negatively affect our performance. If we are unable to obtain financing in the\nfuture, our growth could be limited, which could negatively impact our expansion plans.\n\n** **\n\n**Risks\nRelated to the Jurisdictions Where We Operate**\n\n** **\n\n**Any\nadverse changes in the political, economic, legal, regulatory taxation or social conditions in the jurisdictions that we operate in or\nintend to expand our business may have a material adverse effect on our operations, financial performance and future growth.**\n\n \n\nOur\nbusiness, prospects, financial condition and results of operations are dependent on and may be adversely affected by political, economic,\nsocial and legal developments that are beyond our control in Malaysia or other jurisdictions in which we operate or intend to expand\nour business into. Such political and economic uncertainties may include risks of war, terrorism, nationalism, expropriation or nullification\nof contracts, changes in interest rates, economic growth, national fiscal and monetary policies, inflation, deflation, methods of taxation\nand tax policy. Negative developments in the socio-political climate of these jurisdictions may also adversely affect our business, prospects,\nfinancial condition and results of operations. These developments may include, but are not limited to, changes in political leadership,\nnationalization, price and capital controls, sudden restrictive changes to government policies, introduction of new taxes on goods and\nservices and introduction of new laws, as well as demonstrations, riots, coups and war. These may result in the nullification of contracts\nand/or prohibit us from continuing our business operations.\n\n \n\nThere\ncan also be no assurance that we will be able to adapt to the local conditions, regulations and business practices and customs of the\njurisdictions in which we expand into. Any changes implemented by the government of these regions resulting in, amongst others, currency\nand interest rate fluctuations, capital restrictions and changes in duties and taxes detrimental to our business could materially and\nadversely affect our business, prospects, financial condition and results of operations.\n\n** **\n\n**Our\nbusiness is heavily dependent on the macroeconomic conditions of Malaysia, the overall economic growth of which could adversely affect\nour business.**\n\n \n\nThe\ncatering services industry in Malaysia is affected by macro-economic factors, including changes in international, national, regional\nand local economic conditions, employment levels, visitor arrivals and spending power of our target customers. Any global financial crisis,\nglobal or regional political and economic instability, wars, terrorism, civil unrest, deterioration of the economy in Malaysia, decrease\nin disposable income of consumers, fear of a recession and decrease in consumer confidence may lead to a reduction in the number of customer\nvisits and average spending per customer at our restaurant outlets. In addition, if inflation were to significantly increase our business\ncosts, our financial condition and results of operations may be adversely affected.\n\n \n\nThese\nmacroeconomic factors could also affect the ability of our current or potential suppliers to produce or supply materials or services\nrelevant to our business. Our licensees may also have a reduced ability to fulfill their obligations under their contractual arrangement\nto us, or even remain in business. If they are unable to perform their contracts with us, we may experience significant disruption in\nbusiness, which reduces our revenues and profitability.\n\n** **\n\n**Rising\nemployment costs in Malaysia could further affect our financial position.**\n\n \n\nSalary levels of employees in the catering services industry in Malaysia\nhave been on the rise in recent years. During the two years ended December 31, 2023, 2024 and 2025, our staff costs amounted\nto approximately US$2.4 million, US$2.0 million and US$2.3 million, respectively, representing approximately 32%, 30% and\n30% of our total cost of revenues, respectively.   In addition, on February 1, 2025, the new minimum wage in Malaysia has\nincreased from MYR1,500 to MYR1,700, which applies to employers with five or more employees and those involved in professional activities\nas defined by the Malaysia Standard Classification of Occupations 2020 (“MASCO”), regardless of the number of employees. Starting\nfrom August 1, 2025, such minimum wage will extend to all employers, regardless of the number of employees they have. This rise in\nsalary level, our staff costs would likely increase as a result. As wages increase, competition for qualified employees also increases,\nwhich may indirectly result in further increase in our staff costs, which in turn would materially affect our business and results of\noperations adversely. \n\n** **\n\n**Unforeseeable\nevents such as natural disasters, inclement weather, acts of war, terrorist attacks, political unrest, health epidemics and other uncontrollable\nevents could significantly disrupt our business operations.**\n\n \n\nOur\noperations are susceptible to interruption by fires, floods, typhoons, hardware and software failures, computer viruses, power failures\nand shortages, health epidemics, terrorist attacks and other events beyond our control.\n\n \n\n12\n\n \n\nOur\nbusiness activities are principally carried out in Malaysia, and we intend to expand our operations across new markets in Southeast Asia,\nHong Kong, Taiwan and the U.S.** **Our geographic presence in Southeast Asia may make us vulnerable in the event\nof increased tension or hostilities in certain countries. There is also a possibility of natural disasters such as floods, fires, extreme\nweather conditions and earthquakes happening, leading to evacuations and other prolonged disruptions to our operations. However, prompt\ndelivery of our food ingredients and other supplies to our restaurant outlets is essentially to our business. If such events beyond our\ncontrol happen, it could lead to delays or loss of deliveries of food supplies, especially for perishable food materials, such as fresh\nor frozen ingredients. This may lead to in an increase in our operating costs, a loss of revenue or claims by customers concerning the\nquality food and services we provide, hence damaging our business and reputation. Other events such as public demonstrations, traffic\naccidents, power outages, unexpected software or hardware malfunction or our information technology systems, travel restrictions, labor\nstrikes or terrorist attacks that are beyond our control may also prevent us from providing quality food and services to our customers,\nthereby adversely affecting our business and results of operations and damaging our reputation.\n\n \n\nWe\nalso face risks related to health epidemics, such as COVID-19, avian flu or various types of influenza. Most recently, during the outbreak\nCOVID-19, the government of Malaysia had imposed disease control and social distancing measures that significantly restricted the operations\nof catering businesses, such as quarantines, travel restrictions, limitation of the number of seats per table, a minimum distance between\ntables and virus-testing and disinfection requirements if any customer or employee is infected. These measures have caused material decline\nin number of customer visits, reduction in our staffing level and disruptions to our operations. If there is a recurrence of COVID-19\nor an outbreak of any other epidemics or pandemics, in the areas where we have restaurant outlets and similar policies were to be imposed\nagain, they may cause material adverse impact on our business and results of operations.\n\n** **\n\n**We\nmay become subject to comply with increasingly stringent laws, regulations, standards and policies, and any actual or perceived failure\nto comply could harm our reputation and brand, subject us to significant fines and liability, or otherwise adversely affect our business.**\n\n \n\nThe\nlaws, regulations, standards and policies in Malaysia or other jurisdictions that we may in the future operate in are continuously evolving.\nThe costs of compliance, including remediation of any discovered issues and any changes to our operations regulated by new or amended\nlaws, may be significant, and any failures to comply could result in additional expenses, delays or fines. As we expand our business\ninto the new markets, we are in the process of reviewing the applicable laws and regulations in each jurisdiction, including required\napprovals, licenses and permits. Such laws, regulations, standards and policies continue to change, which increases the likelihood of\na patchwork of complex or conflicting regulations, or which could increase our compliance costs or otherwise affect our business.\n\n** **\n\n**We\nmay fail to be in compliance with regulatory requirements or obtain related licenses required by relevant authorities that have jurisdiction\nover us in the catering services industry.**\n\n \n\nIn\naccordance with the relevant laws and regulations in jurisdictions in which we currently operate or may operate in the future, we are\nrequired to maintain various approvals, licenses and permits to operate our restaurant business, for example, restaurant operation license,\nfood processing permits, fire safety verification, land use authorizations and environmental protection assessment. These approvals,\nlicenses, permits and authorizations are obtained upon satisfactory compliance with, amongst other things, the applicable food hygiene\nand safety, fire safety, land use and environmental protection laws and regulations. We have experienced instances of non-compliance,\nincluding operating business premises without valid business/premise licenses, failing to register certain food premises as required,\nnot being able to verify the availability of valid Certificate of Fitness and/or Certificate of Completion and Compliance for some of\nour properties, and not obtaining certifications for employee accommodations provided. These lapses may expose us to regulatory actions,\nincluding fines, imprisonment of responsible personnel, or both, as stipulated under the respective legislation. In some cases, penalties\nmay reach up to MYR250,000 or imprisonment for up to 10 years. We have taken measures and plan to continue to take measures to remedy\nsuch incompliance and we believe the risk of enforcement is low. However, as the laws, regulations, standards and policies in the jurisdictions\nin which we operate or may in the future operate are continuously evolving and we may not be familiar with the legal framework of the\nmarkets which we expand into, we cannot assure you similar situations will not arise in the future.\n\n \n\nGoing\nforward, if we fail to obtain all of the necessary licenses, permits and approvals, we may be subject to fines or the suspension of operations\nof the restaurants, which could materially and adversely affect our business and results of operations. We may also experience adverse\npublicity arising from such non-compliance with government regulations that negatively impacts our brand. We may experience difficulties\nor failures in obtaining the necessary approvals, licenses and permits for new restaurants. If we fail to obtain the material licenses,\nour restaurant opening, and expansion plan may be delayed. In addition, there can be no assurance that we will be able to obtain, renew\nand/or convert all of the approvals, licenses and permits required for our existing business operations upon expiration in a timely manner\nor at all. If we cannot obtain and/or maintain all licenses required by us, our ongoing business could be interrupted, and we may also\nbe subject to fines and penalties. In such event, our business, reputation and prospects will be materially and adversely affected.\n\n \n\n13\n\n** **\n\n**Failure\nto comply with data privacy, data protection and cybersecurity laws and regulations could have a material adverse impact on our reputation,\nresults of operations or financial condition, or have other consequences.**\n\n \n\nWe\nreceive and maintain certain personal information about our customers when accepting online reservations or operating our membership\nprogram. Any collection, storage, hosting, transfer, processing, disclosure, use, security and retention and destruction of personal\ninformation required to provide our services in Malaysia is governed by Personal Data Protection Act 2010 (“PDPA 2010”)\nand may be subject to other laws and regulations relating to data privacy, data protection and cybersecurity. If our network security\nis compromised and such information is stolen or obtained by unauthorized persons or used inappropriately, we may be held responsible\nfor the leakage. Non-compliance with the PDPA 2010 could subject us to investigation, enforcement actions and penalties, which may\neven involve imprisonment. This could adversely impact our business, results of operations and financial condition. In addition, if there\nare more stringent data privacy, data protection and cybersecurity laws, rules or regulations that become applicable to us in the future,\nwe may be required to incur increased costs or efforts in complying with such requirements and any breaches could result in more rigorous\nenforcement actions or investigations in the future which could have a materially adverse impact on our operations.\n\n** **\n\n**We\nmay be exposed to liabilities under the Foreign Corrupt Practices Act and anti-corruption and anti-money laundering laws of Malaysia\nand various international jurisdictions in which we may in the future have business operations.**\n\n \n\nIn\nconnection with this offering, we will become subject to the U.S. Foreign Corrupt Practices Act (the “FCPA”), and other\nlaws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S. persons\nand issuers as defined by the statute for the purpose of obtaining or retaining business. Although we believe that we have complied in\nall material respects with the provisions of the FCPA, our existing safeguards and any future improvements may prove to be less than\neffective, and the employees, licensees, or business partners of our Company may engage in conducts for which we might be held responsible.\nViolations of the FCPA may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively\naffect our operating results and financial condition. In addition, the government may seek to hold our Company liable for successor liability\nFCPA violations committed by companies in which we invest or that we acquire.\n\n \n\nDoing\nbusiness in Malaysia and, in the future, various international locations also requires us to comply with certain laws and regulations\nrelating to anti-corruption and anti-money laundering in those jurisdictions. These laws and regulations apply to companies, individual\ndirectors, officers, employees, and agents, and may restrict our operations, trade practices, investment decisions and partnering activities.\nFor example, in Malaysia, we are subject to the Malaysian Anti-Corruption Commission Act 2009, which establishes an independent\nand specialized agency responsible for combating corruption and promoting transparency and upholding integrity in both the public and\nprivate sector by providing the legal framework for the prevention, investigation and prosecution of corruption in Malaysia, and the\nAnti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001, which mandates the maintenance of\nrecords and documentation related to financial transactions and imposes reporting obligations on certain institutions to report any suspicious\ntransactions as a counter-measure to prevent money laundering and terrorism financing. Any violation of these legal requirements are\npunishable by criminal fines and imprisonment, civil penalties, disgorgement of profits, injunctions, debarment from government contracts\nas well as other remedial measures. We may also be subject to laws and regulations of similar nature in other jurisdictions that we may\nin the future operate in.\n\n \n\nWe\nhave adopted relevant policies and procedures designed to prevent any violations of these regulations. However, there can be no assurance\nthat our policies and procedures will effectively prevent us from violating these regulations in every transaction in which we may engage,\nand such a violation could adversely affect our reputation, business, financial condition and results of operations.\n\n \n\n**We\nmay face exposure to foreign currency exchange rate fluctuations.**\n\n \n\nWe have transacted in Malaysian Ringgit with the majority of our customers\nand suppliers, and we may transact in additional foreign currencies in the future. Accordingly, changes in the value of foreign currencies\nrelative to the U.S. dollar can affect our revenue and operating results. As a result of such foreign currency exchange rate fluctuations,\nit could be more difficult to detect underlying trends in our business and operating results. In addition, to the extent that fluctuations\nin currency exchange rates cause our operating results to differ from our expectations or the expectations of our investors, the trading\nprice of our Class A Ordinary Shares could be lowered. We use derivative instruments, such as foreign currency forward and option contracts,\nto hedge certain exposures to fluctuations in foreign currency exchange rates. The use of such hedging activities may not offset any or\nmore than a portion of the adverse financial effects of unfavorable movements in foreign exchange rates over the limited time the hedges\nare in place and may introduce additional risks if we are unable to structure effective hedges with such instruments.\n\n \n\n**Lawsuits\nmay be filed against us or arbitration proceedings may be commenced and an adverse ruling in any such lawsuit or arbitration may adversely\naffect our business or financial condition.**\n\n \n\nIn\nthe ordinary course of our business, we may become involved in, named as a party to, or be the subject of, various legal proceedings,\nincluding regulatory proceedings, tax proceedings and legal actions, including arbitration proceedings, relating to personal injuries,\nworkers’ compensation, employment discrimination, damages related to breaches of privacy or data security, and contract disputes.\nSuch proceedings and actions may involve liquidated damages, consequential damages, punitive damages and civil penalties or other losses,\nor injunctive or declaratory relief. In addition, we may also be subject to class action lawsuits.\n\n \n\n14\n\n \n\nDue\nto the inherent uncertainties of litigation and other dispute resolution proceedings, the outcome of outstanding, pending or future actions\nor proceedings may be difficult to assess or quantify, cannot be predicted with certainty and may be determined adversely to us and as\na result, could have a material adverse effect on our assets, liabilities, business, financial condition or results of operations. Even\nif we prevail in any such action or proceeding, they could be costly and time-consuming and may divert the attention of management and\nkey personnel from our business operations, which could adversely affect our financial condition. The ultimate resolution of any litigation\nor proceeding through settlement, mediation, or a judgment could have a material impact on our reputation and adversely affect our financial\nperformance and financial position.\n\n \n\n**Our\ninability or failure to protect our intellectual property rights or any third parties claiming that we have infringed on their intellectual\nproperty rights could negatively impact our brand or have a negative impact on our operating results.**\n\n \n\nOur\ntrademarks, trade secrets, domain names and other intellectual property are valuable assets that are critical to our success. Effective\ntrademark and other intellectual property protection may not be available in every country in which our products are manufactured or\nmay be made available. The unauthorized reproduction or other misappropriation of our intellectual property could diminish the value\nof our brands or goodwill and cause a decline in our revenue. In addition, any infringement or other intellectual property claim made\nagainst us could be time-consuming to address, result in costly litigation, cause product delays, require us to enter into royalty or\nlicensing agreements or result in our loss of ownership or use of the intellectual property.\n\n \n\n**Changes\nto tax laws and regulations could adversely affect our financial results or condition.**\n\n \n\nOur\neffective income tax rates could be unfavorably impacted by a number of factors, including changes in the valuation of deferred tax assets\nand liabilities; other changes in applicable tax laws, regulations, treaties, interpretations, and other guidance; changes in transfer\npricing rules; and the outcome of income tax audits. Changes in applicable tax laws and regulations, or their interpretation and application,\nincluding the possibility of retroactive effect, could affect our income tax expense and profitability.\n\n \n\n**We\nare subject to anti-bribery, anti-corruption, and anti-money laundering laws, including the U.S. Foreign Corrupt Practices Act, as well\nas export control laws, customs laws, sanctions laws and other laws governing our operations. If we fail to comply with these laws, we\ncould be subject to civil or criminal penalties, other remedial measures and legal expenses, which could adversely affect our business,\nresults of operations and financial condition.**\n\n \n\nThe\nU.S. Departments of Justice, Commerce, State and Treasury and other federal agencies and authorities have a broad range of civil and\ncriminal penalties they may seek to impose against corporations and individuals for violations of economic sanctions laws, export control\nlaws, the FCPA, and other federal statutes and regulations, including those established by the Office of Foreign Assets Control (“OFAC”).\nUnder these laws and regulations, as well as other anti-corruption laws, anti-money laundering laws, export control laws, customs laws,\nsanctions laws and other laws governing our operations, various government agencies may require export licenses, may seek to impose modifications\nto business practices, including cessation of business activities in sanctioned countries or with sanctioned persons or entities and\nmodifications to compliance programs, which may increase compliance costs, and may subject us to fines, penalties and/or other sanctions.\nA violation of these laws or regulations would negatively affect our business, financial condition and results of operations.\n\n \n\nWe\nhave implemented policies and procedures designed to ensure compliance by us and our directors, officers, employees, representatives,\nconsultants and agents with the FCPA, OFAC restrictions and other export control, anti-corruption, anti-money-laundering and anti-terrorism\nlaws and regulations. We cannot assure you, however, that our policies and procedures are or will be sufficient or that directors, officers,\nemployees, representatives, consultants and agents have not engaged and will not engage in conduct for which we may be held responsible,\nnor can we assure you that our business partners have not engaged and will not engage in conduct that could materially affect their ability\nto perform their contractual obligations to us or even result in our being held liable for such conduct. Violations of the FCPA, OFAC\nrestrictions or other export control, anticorruption, anti-money laundering and anti-terrorism laws or regulations may result in severe\ncriminal or civil sanctions, and we may be subject to other liabilities, which could have a material adverse effect on our business,\nfinancial condition and results of operations.\n\n \n\n**Failure\nto comply with the U.S. Foreign Corrupt Practices Act of 1977, or the FCPA, could result in fines, criminal penalties, and an adverse\neffect on our business.**\n\n \n\nWe\nmay operate in a number of countries throughout the world, including countries known to have a reputation for corruption. We are committed\nto doing business in accordance with applicable anti-corruption laws and have adopted a code of business conduct and ethics that is consistent\nand in full compliance with the FCPA. We are subject, however, to the risk that we, our affiliated entities or our or their respective\nofficers, directors, employees, and agents may take actions determined to be in violation of such anti-corruption laws, including the\nFCPA. In addition, actual or alleged violations could damage our reputation and ability to do business. Furthermore, detecting, investigating,\nand resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management. Any\nsuch violation could result in substantial fines, sanctions, civil and/or criminal penalties, curtailment of operations in certain jurisdictions,\nand might adversely affect our business, earnings or financial condition.\n\n \n\n15\n\n \n\n**We\nare a “foreign private issuer” under U.S. securities laws and, as a result, are subject to disclosure obligations that are\ndifferent from those applicable to U.S. domestic issuers listed on the Nasdaq Capital Market.**\n\n \n\nWe\nare incorporated under the laws of the Cayman Islands and are considered a “foreign private issuer” under U.S. securities\nlaws. Although we will be subject to the periodic reporting requirements of the Exchange Act, the periodic disclosure required of foreign\nprivate issuers under the Exchange Act is different from the periodic disclosure required of U.S. domestic issuers. Therefore, there\nmay be less publicly available information about us than is regularly published by or about other public companies in the United States.\nWe are also exempt from certain other sections of the Exchange Act that U.S. domestic issuers are otherwise subject to, including the\nrequirement to provide our shareholders with information statements or proxy statements that comply with the Exchange Act. Moreover,\nwe are not required to comply with Regulation FD, which restricts the selective disclosure of material information. These exemptions\nand leniencies may reduce the frequency and scope of information and protections to which you may otherwise have been eligible if you\nheld ordinary shares or common stock of a domestic U.S. issuer. In addition, insiders and large shareholders of ours will be exempt from\nthe reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act and will not be obligated to file\nthe reports required by Section 16 of the Exchange Act.\n\n \n\nWe\nwould lose our foreign private issuer status if a majority of our shares became held by U.S. persons and a majority of our directors\nor executive officers are U.S. citizens or residents and we fail to meet additional requirements necessary to avoid loss of foreign private\nissuer status. Our loss of foreign private issuer status would make compliance with Nasdaq corporate governance rules applicable to U.S.\ndomestic listed companies mandatory. The regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer may\nbe significantly higher. If we are not a foreign private issuer, we will be required to file periodic reports and registration statements\non U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer,\nand prepare our financial statements under U.S. Generally Accepted Accounting Principles. To the extent we had not already done so, we\nmay also be required to modify certain of our policies to comply with accepted governance practices associated with U.S. domestic issuers\nand may lose our ability to rely upon exemptions from certain corporate governance requirements on the Nasdaq that are available to foreign\nprivate issuers.\n\n \n\n**As\na foreign private issuer, we may follow certain home country corporate governance practices instead of otherwise applicable Nasdaq corporate\ngovernance requirements, and this may result in less investor protection than that accorded to investors under rules applicable to U.S.\ndomestic issuers.**\n\n \n\nAs\na foreign private issuer, we are permitted to follow certain home country corporate governance practices instead of those otherwise required\nunder Nasdaq’s rules for domestic U.S. issuers, provided that we disclose which requirements we are not following and describe\nthe equivalent home country requirement. Availing ourselves of any of the other corporate governance exemptions, as opposed to complying\nwith the requirements that are applicable to a U.S. domestic issuer, may provide less protection to you than is accorded to investors\nunder Nasdaq’s corporate governance rules. Therefore, any foreign private issuer exemptions we have availed ourselves of, or may\navail ourselves of in the future, may reduce the scope of information and protection to you as an investor.\n\n \n\n**The\nforecasts of market growth may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, we\ncannot assure you that our business will grow at a similar rate, if at all.**\n\n \n\nGrowth\nforecasts are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The forecasts\nrelating to the expected growth in the connected fitness and wellness market, including estimates based on our own internal survey data,\nmay prove to be inaccurate. Even if the market experiences the growth we forecast, we may not grow our business at a similar rate, or\nat all. Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many\nrisks and uncertainties.\n\n \n\n**Our\nmanagement team has limited experience managing a public company.**\n\n \n\nMost\nmembers of our management team have limited experience managing a publicly traded company, interacting with public company investors,\nand complying with the increasingly complex laws pertaining to public companies. We are subject to significant regulatory oversight and\nreporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These obligations\nand constituents require significant attention from our senior management and could divert their attention away from the day-to-day management\nof our business, which could adversely affect our business, financial condition, and/or operating results.\n\n \n\n**Our\nbusiness is subject to the risk of earthquakes, fire, power outages, floods, public health crises, and other catastrophic events, and\nto interruption by man-made problems such as terrorism.**\n\n \n\nOur\nbusiness is vulnerable to damage or interruption from earthquakes, fires, floods, power losses, telecommunications failures, terrorist\nattacks, acts of war, human errors, break-ins, public health crises and similar events. The third-party systems and operations and contract\nmanufacturers we rely on are subject to similar risks. Our insurance policies may not cover losses from these events or may provide insufficient\ncompensation that does not cover our total losses. For example, a significant natural disaster, such as an earthquake, fire, or flood,\ncould have an adverse effect on our business, financial condition and operating results, and our insurance coverage may be insufficient\nto compensate us for losses that may occur. Acts of terrorism, which may be targeted at metropolitan areas that have higher population\ndensity than rural areas, could also cause disruptions in our or our suppliers’ and contract manufacturers’ businesses or\nthe economy as a whole. We may not have sufficient protection or recovery plans in some circumstances, such as natural disasters affecting\nlocations that store significant inventory of our products, that house our servers, or from which we generate content. As we rely heavily\non our computer and communications systems, and the internet to conduct our business and provide high-quality customer service, these\ndisruptions could negatively impact our ability to run our business and either directly or indirectly disrupt suppliers’ and/or\nour contract manufacturers’ businesses, which could have an adverse effect on our business, financial condition, and/or operating\nresults.\n\n \n\n16\n\n \n\n**We are an “emerging growth company,” and our election to comply\nwith the reduced disclosure requirements as a public company may make our Class A Ordinary Shares less attractive to investors.**\n\n \n\nWe\nare an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions and relief\nfrom various reporting requirements that are applicable to other public companies that are not “emerging growth companies.”\nIn particular, while we are an “emerging growth company” (1) we will not be required to comply with the auditor attestation\nrequirements of Section 404(b) of the Sarbanes-Oxley Act, (2) we will be exempt from any rules that may be adopted by the PCAOB requiring\nmandatory audit firm rotations or a supplement to the auditor’s report on financial statements, (3) we will be subject to reduced\ndisclosure obligations regarding executive compensation in our periodic reports and proxy statements and (4) we will not be required\nto hold nonbinding advisory votes on executive compensation or shareholder approval of any golden parachute payments not previously approved.\nWe currently intend to take advantage of the reduced disclosure requirements regarding executive compensation. If we remain an “emerging\ngrowth company” after FY2025, we may take advantage of other exemptions, including the exemptions from the advisory vote requirements\nand executive compensation disclosures under the Dodd-Frank Wall Street Reform and Customer Protection Act, or the Dodd-Frank Act, and\nthe exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act. In addition, Section 107 of the JOBS Act provides that\nan emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act\nfor complying with new or revised accounting standards, meaning that the company can delay the adoption of certain accounting standards\nuntil those standards would otherwise apply to private companies.\n\n \n\nWe may remain an “emerging growth company” until the fiscal\nyear-end following August 10, 2028, though we may cease to be an “emerging growth company” earlier under certain circumstances,\nincluding (1) if we become a large accelerated filer, (2) if our gross revenue exceeds US$1.235 billion in any fiscal year or (3) if we\nissue more than US$1.0 billion in non-convertible notes in any three year period. The exact implications of the JOBS Act are still subject\nto interpretations and guidance by the SEC and other regulatory agencies, and we cannot assure you that we will be able to take advantage\nof all of the benefits of the JOBS Act. In addition, investors may find our Class A Ordinary Shares less attractive if we rely on the\nexemptions and relief granted by the JOBS Act. If some investors find our Class A Ordinary Shares less attractive as a result, a less\nactive trading market for our Ordinary Shares may develop or be sustained and our stock price may decline and/or become more volatile.\n\n \n\n**Risks Related to Our Class A Ordinary Shares**\n\n \n\n**Goh Kok Foong, our founder, beneficially owns\n100% of our outstanding Class B Ordinary Shares, and his interests may differ from the interests of other shareholders, which could cause\na material decline in the value of our Class A Ordinary Shares.**\n\n \n\nEach class A Ordinary Shares entitles\nits holder to one vote per share and each class B Ordinary Shares entitles its holder to 50 votes per share.\n\n \n\nGoh Kok Foong, our founder, beneficially\nowns 100% of our outstanding Class B Ordinary Shares. On March 4, 2026, we held an annual general meeting of shareholders, during which\nthe shareholders, among others, approved that 9,720,000 ordinary shares of a par value of US$0.00001 held by Goh Kok Foong be re-designated\nas Class B ordinary shares with a par value of US$0.00001 each and 3,990,280,000 issued and unissued ordinary shares of a par value of\nUS$0.00001 be redesignated as Class A ordinary shares of a par value of US$0.00001 each (the “Re-designation”). Each Class\nB Ordinary Share is entitled to fifty (50) votes and each Class A Ordinary Shares is entitled to one (1) vote on all matters subject to\na vote at general meetings of the shareholders, respectively. Class A Ordinary Shares and Class B Ordinary Shares shall rank pari passu\nin all respect with each other and have the same rights and are subject to the same restrictions in all other matter. Each Class B Ordinary\nShare shall automatically and immediately, without any further action from the holder thereof, convert into one Class A Ordinary Share\nupon (i) any sale, transfer, assignment or disposition of any Class B Ordinary Shares by a holder thereof to a person or an entity which\nis not an affiliate of such holder, or (ii) a change of beneficial ownership of any Class B Ordinary Shares as a result of which any person\nwho is not an affiliate of registered holders of such Class B Ordinary Shares becomes a beneficial owner of such Class B Ordinary Shares,\neach of such Class B Ordinary Shares will be automatically and immediately converted into one Class A Ordinary Share.\n\n \n\nFollowing the Re-designations,\nthe authorized share capital of the Company is US$50,000 divided into 5,000,000,000 shares of a par value of US$0.00001 each, comprising\n(i) 3,990,280,000 shares are designated as Class A Ordinary Shares of a par value of US$0.00001 each, (ii) 9,720,000 shares are designated\nas Class B Ordinary Shares of a par value of US$0.00001 each, and (iii) 1,000,000,000 shares of a par value of US$0.00001 each of such\nclass or classes (however designated) as the board of directors may determine in accordance with the memorandum and articles of association\nof the Company. As of the date of this annual report, the Re-designation has not been completed.\n\n \n\nSuch concentration of voting power could have the effect of delaying, deterring,\nor preventing a change of control or other business combination, which could, in turn, have an adverse effect on the market price of our\nClass A Ordinary Shares or prevent our shareholders from realizing a premium over the then-prevailing market price for their Class A Ordinary\nShares. He will have significant influence on determining the outcome of any matters submitted to the shareholders for approval, including\nmergers, consolidations, the election of directors and other significant corporate actions. Without her consent, we may be prevented from\nentering into transactions that could be beneficial to us or our minority shareholders. His interest may differ from the interests of\nour other shareholders. The concentration in the ownership of our Class A Ordinary Shares may cause a material decline in the value of\nour Class A Ordinary Shares.\n\n \n\n17\n\n** **\n\n**Our dual-class voting\nstructure will limit or preclude your ability to influence corporate matters, including the election of directors, amendments of our organizational\ndocuments, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transactions requiring\nshareholder approval, and that may adversely affect the trading price of our Class A Ordinary Shares.**\n\n** **\n\nWe have\na dual-class share structure such that, our authorized share capital consists of Class A Ordinary Shares and Class B Ordinary Shares.\nHolders of Class A Ordinary Shares are entitled to one (1) vote per share, while holders of Class B Ordinary Shares are entitled to fifty\n(50) votes per share, subject to certain exceptions as set out in our Articles. Each Class B Ordinary Share is convertible into one (1)\nClass A Ordinary Share at any time at the option of the holder thereof.\n\n \n\nAs of\nthe date of this annual report, we have not issued any Class B Ordinary Share. Due to the dual-class share structure, holders of Class\nB Ordinary Shares will have considerable influence over matters such as decisions regarding mergers and consolidations, election of directors,\nand other significant corporate actions. Such holders may take actions that are not in the best interest of us or our other shareholders.\nThis concentration of ownership may discourage, delay or prevent a change in control of our Company, which could have the effect of depriving\nour other shareholders of the opportunity to receive a premium for their shares as part of a sale of our Company and may reduce the price\nof our Class A Ordinary Shares. This concentrated control will limit your ability to influence corporate matters and could discourage\nothers from pursuing any potential merger, takeover or other change of control transactions that holders of Class A Ordinary Shares may\nview as beneficial.\n\n \n\n**Our Class A Ordinary Shares may be delisted\nif we are unable to comply with Nasdaq continued listing requirements.**\n\n \n\nOur eligibility for listing on\nNasdaq depends on our ability to comply with Nasdaq’s continued listing requirements. As previously reported on public disclosure\non February 10, 2026, we received written notice from Nasdaq indicating that the bid price for our Class A Ordinary Shares for the last\n30 consecutive business days, had closed below the minimum $1.00 per share and, as a result, we are not in compliance with the $1.00 minimum\nbid price requirement for the continued listing on Nasdaq, as set forth in Nasdaq Listing Rule 5550(a)(2).\n\n \n\nWe were provided 180 calendar days,\nor until August 3, 2026, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of our\nClass A Ordinary Shares must meet or exceed $1.00 per share for a minimum of 10 consecutive business days during this 180 day period.\n\n \n\nThe Company intends to monitor\nthe closing bid price of its Class A Ordinary Shares, between now and August 3, 2026, and is intending to take all reasonable measures\nto regain compliance under the Nasdaq listing rule. However, we cannot assure you that we will not receive other deficiency notifications\nfrom Nasdaq in the future. A decline in the closing price of our Class A Ordinary Shares could result in a breach of the requirements\nfor listing on the Nasdaq Capital Market. If we do not maintain compliance, Nasdaq could commence suspension or delisting procedures in\nrespect of our Class A Ordinary Shares. The commencement of suspension or delisting procedures by an exchange remains at the discretion\nof such exchange and would be publicly announced by the exchange. If a suspension or delisting were to occur, there would be significantly\nless liquidity in the suspended or delisted securities. In addition, our ability to raise additional necessary capital through equity\nor debt financing would be greatly impaired. Furthermore, with respect to any suspended or delisted Class A Ordinary Shares, we would\nexpect decreases in institutional and other investor demand, analyst coverage, market making activity and information available concerning\ntrading prices and volume, and fewer broker-dealers would be willing to execute trades with respect to such Class A Ordinary Shares. A\nsuspension or delisting would likely decrease the attractiveness of our Class A Ordinary Shares to investors and cause the trading volume\nof our Class A Ordinary Shares to decline, which could result in a further decline in the market price of our Class A Ordinary Shares.\n\n** **\n\n **You may experience significant dilution as a result of future\nfinancings.**\n\n \n\nIn order to raise additional capital,\nwe may in the future offer additional Class A Ordinary Shares or other securities convertible into or exchangeable for our Class A Ordinary\nShares. We cannot assure you that we will be able to sell Class A Ordinary Shares or other securities in any other offering at a certain\nprice per share, and investors purchasing Class A Ordinary Shares or other securities in the future could have rights superior to existing\nshareholders. The price per share at which we sell additional Class A Ordinary Shares or other securities convertible into or exchangeable\nfor our Class A Ordinary Shares in future transactions may be higher or lower than the current market value of the Class A Ordinary Shares.\n\n** **\n\n**Our Class A Ordinary Shares eligible for future\nsale may cause the price of our Class A Ordinary Shares to decline.**\n\n \n\nFrom time to time, certain of our\nshareholders may be eligible to sell all or some of their restricted Class A Ordinary Shares by means of ordinary brokerage transactions\nin the open market pursuant to Rule 144 promulgated under the Securities Act. In general, pursuant to Rule 144, non-affiliated shareholders\nmay freely sell their respective restricted Class A Ordinary Shares after holding them for six months, subject only to the current public\ninformation requirement (which no longer applies after a one-year holding period). Of the 30,230,000 Class A Ordinary Shares outstanding\nas of date of this annual report, approximately 81.55% are held by “non-affiliates.” These shares are either currently freely\ntradable because they were issued in a registered offering or will become freely tradable once they become eligible for resale in accordance\nwith Rule 144.\n\n \n\nAny substantial sale of our Class\nA Ordinary Shares pursuant to Rule 144 or pursuant to any resale registration statement may have a material adverse effect on the market\nprice of our Class A Ordinary Shares.\n\n** **\n\n18\n\n \n\n**If\nwe fail to establish and maintain an effective system of internal control over financial reporting, our ability to accurately and timely\nreport our financial results or prevent fraud may be adversely affected, and investor confidence and the market price of our Class A\nOrdinary Shares may be adversely impacted.**\n\n \n\nWe\nare subject to reporting obligations under U.S. securities laws. The SEC adopted rules pursuant to Section 404 of the Sarbanes-Oxley\nAct of 2002 requiring every public company to include a management report on such company’s internal control over financial reporting\nin its annual report, which contains management’s assessment of the effectiveness of its internal control over financial reporting.\n\n \n\nOur independent registered\npublic accounting firm has not conducted an audit of our internal control over financial reporting. However, in preparing our consolidated\nfinancial statements as of and for the years ended December 31, 2023, 2024 and 2025, we have identified two material weaknesses in\nour internal control over financial reporting, as defined in the standards established by the PCAOB, and other control deficiencies. The\nmaterial weaknesses identified was as (i) lack of sufficient financial reporting and accounting personnel with appropriate knowledge\nof U.S. GAAP and SEC reporting requirements to properly address U.S. GAAP technical accounting issues and prepare and review\nfinancial statements and related disclosures in accordance with U.S. GAAP and reporting requirements set forth by the SEC; and (ii) lack\nof formal risk assessment process and internal control framework over financial reporting, including lack of a formal group-wide risk\nassessment process to identify, assess, address or mitigate the risks in internal control, and lack of sufficient IT general controls\ndesigned and implemented surrounding the key financial related systems. Following the identification of the material weaknesses, we have\ntaken measures and plans to continue to take measures to remedy these material weaknesses. See “*Item 15. Controls and Procedures.*”\nMeasures that we implement may not fully address the material weakness in our internal control over financial reporting and we may not\nbe able to conclude that the material weakness has been fully remedied.\n\n \n\nFailure to correct the material\nweakness and other control deficiencies or failure to discover and address any other control deficiencies could result in inaccuracies\nin our consolidated financial statements and could also impair our ability to comply with applicable financial reporting requirements\nand make related regulatory filings on a timely basis. As a result, our business, financial condition, results of operations, and prospects,\nas well as the trading price of our Class A Ordinary Shares, may be materially and adversely affected. Due to the material weakness in\nour internal control over financial reporting as described above, our management concluded that our internal control over financial reporting\nwas not effective as of December 31, 2025. This could adversely affect the market price of our Class A Ordinary Shares due to a loss of\ninvestor confidence in the reliability of our reporting processes.] \n\n \n\n**We may not pay any\ndividends.**\n\n \n\nOur ability to pay dividends\nis contingent upon our capacity to generate sufficient distributable profits. We have never declared or paid cash dividends on our Class\nA Ordinary Shares. Our board of directors has complete discretion as to whether to distribute dividends, subject to certain requirements\nof Cayman Islands law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount\nrecommended by our directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or share\npremium account, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its\ndebts as they come due in the ordinary course of business. Even if our board of directors decides to declare and pay dividends, the timing,\namount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital\nrequirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual\nrestrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our Class A Ordinary\nShares will likely depend entirely upon any future price appreciation of our Class A Ordinary Shares. There is no guarantee that our Class\nA Ordinary Shares will appreciate in value after this offering or even maintain the price at which you purchased the Class A Ordinary\nShares. You may not realize a return on your investment in our Class A Ordinary Shares and you may even lose your entire investment in\nour Class A Ordinary Shares.\n\n  \n\n**The market price and trading volume of our Class\nA Ordinary Shares may be volatile and may be affected by economic conditions beyond our control.**\n\n \n\nThe\nmarket price of our Class A Ordinary Shares may be highly volatile and subject to wide fluctuations. In addition, the trading volume of\nour Class A Ordinary Shares may fluctuate and cause significant price variations to occur. If the market price of our Class A Ordinary\nShares declines, you may be unable to resell your Class A Ordinary Shares at a competitive price. We cannot assure you that the market\nprice of our Class A Ordinary Shares will not fluctuate or significantly decline in the future. In addition, we cannot assure you that\na trading market for our Class A Ordinary Shares will be maintained.\n\n \n\nSome\nspecific factors that could negatively affect the price of our Class A Ordinary Shares or result in fluctuations in their price and trading\nvolume include:\n\n \n\n \n●\nactual or expected fluctuations\nin our prospects or operating results;\n\n \n \n \n\n \n●\nchanges in the demand for,\nor market prices for, gym and fitness equipment;\n\n \n \n \n\n \n●\nadditions or departures\nof our key personnel;\n\n \n \n \n\n \n●\nchanges or proposed changes\nin laws, regulations or tax policy;\n\n \n \n \n\n \n●\n\nsales or perceived potential sales of our Class A Ordinary Shares by us\nor our directors, senior management or shareholders in the future;\n\n \n \n \n\n \n●\nannouncements or expectations\nconcerning additional financing efforts;\n\n \n\n19\n\n \n\n \n●\nconditions in the U.S.\nand global financial markets, or in our industry in particular, or changes in general economic conditions; and\n\n \n \n \n\n \n●\nthe other factors described\nin this “Item 3. Key Information—3D. Risk Factors” section and elsewhere in this annual report.\n\n \n\nIn recent years, the stock markets generally have experienced extreme price\nand volume fluctuations that have often been unrelated or disproportionate to the operating performance of constituent companies. Broad\nmarket and industry factors may significantly affect the market price of our Class A Ordinary Shares, regardless of our actual operating\nperformance. These fluctuations may be even more pronounced in the trading market in the immediate future.\n\n \n\n**Certain recent IPOs of companies with relatively\nsmall public floats comparable to our public float have experienced extreme volatility that was seemingly unrelated to the actual or\nexpected operating performance and financial condition or prospects of the respective company. Our Class A Ordinary Shares may potentially\nexperience rapid and substantial price volatility, which may make it difficult for prospective investors to assess the rapidly changing\nvalue of our Class A Ordinary Shares.**\n\n \n\nIn addition to the risks addressed above, the market price and trading\nvolume of our Class A Ordinary Shares may be affected by economic conditions beyond our control and thus may be subject to rapid and substantial\nprice volatility. Recently, companies with comparably small public floats and IPO sizes have experienced instances of extreme stock price\nrun-ups followed by rapid price declines, and such stock price volatility was seemingly unrelated to the respective companies’ actual\nor expected operating performance and financial condition or prospects. Although the specific cause of such volatility is unclear, our\npublic float may amplify the impact the actions taken by a few shareholders have on the price of our shares, which may cause our share\nprice to deviate, potentially significantly, from a price that better reflects the underlying performance of our business. Our Class A\nOrdinary Shares may experience run-ups and declines that are seemingly unrelated to our actual or expected operating performance and financial\ncondition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares.\nIn addition, investors in our Class A Ordinary Shares may experience losses, which may be material, if the price of our Class A Ordinary\nShares declines or if such investors purchase our Class A Ordinary Shares prior to any price decline.\n\n \n\n**We may be classified as a passive foreign investment\ncompany, which could result in adverse U.S. federal income tax consequences to U.S. Holders of our Class A Ordinary Shares.**\n\n \n\nWe would be classified as a passive\nforeign investment company, or PFIC, for any taxable year if, after the application of certain look-through rules, either: (i) 75% or\nmore of our gross income for such year is “passive income” (as defined in the relevant provisions of the Internal Revenue\nCode of 1986, as amended) (the income test), or (ii) 50% or more of the value of our assets (generally determined on the basis of a quarterly\naverage) during such year is attributable to assets that produce or are held for the production of passive income (the asset test). Based\non the market price of our Class A Ordinary Shares and the composition of our income and assets, including goodwill, although not clear,\nwe do not expect to be treated as a PFIC for U.S. federal income tax purposes for the current taxable year or in the foreseeable future.\nHowever, this is a factual determination that must be made annually after the close of each taxable year, and the application of the PFIC\nrules is subject to uncertainty in several respects. Moreover, the value of our assets for purposes of the PFIC determination will generally\nbe determined by reference to the market price of our Class A Ordinary Shares, which could fluctuate significantly. Therefore, there can\nbe no assurance that we are not a PFIC for the current taxable year or will not be classified as a PFIC in the future. Certain adverse\nU.S. federal income tax consequences could apply to a U.S. Holder if we are treated as a PFIC for any taxable year during which such U.S.\nHolder holds our Class A Ordinary Shares.\n\n** **\n\n**The\nlaws of the Cayman Islands may not provide our shareholders with benefits comparable to those provided to shareholders of corporations\nincorporated in the United States.**\n\n \n\nWe\nare an exempted company incorporated with limited liability under the laws of the Cayman Islands. Our corporate affairs are governed\nby our amended and restated memorandum and articles of association, by the Companies Act (Revised) of the Cayman Islands and by the common\nlaw of the Cayman Islands. The rights of shareholders to take action against our directors, actions by minority shareholders and the\nfiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman\nIslands. The common law in the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands\nand from the common law of England, the decisions of whose courts are of persuasive authority but are not binding, on a court in the\nCayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law may not as clearly\nestablished as they would be under statutes or judicial precedents in some jurisdictions in the United States. In particular, the Cayman\nIslands has a less developed body of securities laws relative to the United States. Some U.S. states, such as Delaware, have more fully\ndeveloped and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have\nthe standing to initiate a shareholder derivative action in a federal court of the United States.\n\n \n\n**Because\nwe are a Cayman Islands company and substantial of our business is conducted in Malaysia, you may be unable to bring an action against\nus or our officers and directors or to enforce any judgment you may obtain, and the U.S. regulatory bodies may be limited in their ability\nto conduct investigations or inspections of our operations in Malaysia.**\n\n \n\nWe\nare incorporated in the Cayman Islands and conduct our operations primarily in Malaysia. Substantially all of our assets are located\noutside of the United States and the proceeds which we raised from the capital markets will primarily be held in banks outside of the\nUnited States. In addition, the majority of our directors and officers reside outside of the United States. As a result, it may be difficult\nor impossible for you to bring an action against us or against these individuals in the United States in the event that you believe we\nhave violated your rights, either under United States federal or state securities laws or otherwise, or if you have a claim against us.\nEven if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of Malaysia may not permit you to enforce\na judgment against our assets or the assets of our directors and officers.\n\n \n\n20\n\n \n\n**We\nwill incur increased costs as a result of operating as a U.S. listed public company, and our management will be required to devote substantial\ntime to new compliance initiatives and corporate governance practices.**\n\n \n\nAs\na U.S. listed public company we will incur, particularly after we are no longer an “emerging growth company,” significant\nadditional legal, accounting, and other expenses. The Dodd-Frank Wall Street Reform and Consumer Protection Act, the Sarbanes-Oxley Act,\nthe listing requirements of Nasdaq, and other applicable securities rules and regulations impose various requirements on public companies,\nincluding establishment and maintenance of effective disclosure and financial controls and corporate governance practices.\n\n \n\nWe\nexpect that we will need to hire additional accounting, finance, legal, and other personnel in connection with our becoming, and our\nefforts to comply with the requirements of being, a public company, and our management and other personnel will need to devote a substantial\namount of time towards maintaining compliance with these requirements. These requirements increase our legal and financial compliance\ncosts and make some activities more time-consuming and costly. In addition, we expect that the rules and regulations applicable to us\nas a public company may make it more difficult and more expensive for us to obtain directors’ and officers’ liability insurance,\nwhich could make it more difficult for us to attract and retain qualified members of our board of directors or executive officers.\n\n \n\n**If securities or industry analysts do not publish\nresearch or reports about our business, or if they issue an adverse or misleading opinion regarding our stock, the market price and trading\nvolume of our Class A Ordinary Shares could decline.**\n\n \n\nThe trading market for the Company’s Class A Ordinary Shares will\nbe influenced by the research and reports that U.S. securities or industry analysts publish about us or our business. Securities and industry\nanalysts may discontinue research on us, to the extent such coverage currently exists, or in other cases, may never publish research on\nus. If no or few U.S. securities or industry analysts commence coverage of the Company, the trading price for our Class A Ordinary Shares\nwould be negatively affected. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover\nus downgrade our Class A Ordinary Shares or publish adverse or misleading research about our business, the market price of our Class A\nOrdinary Shares would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly,\nwe could lose visibility in the financial markets, demand for our Class A Ordinary Shares could decrease, which might cause our price\nand trading volume to decline."}