{"url_path":"/sec/cupr/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 ADDITIONAL INFORMATION**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1995704/0001493152-26-019085-index.html","accession_number":"0001493152-26-019085","cik":"0001995704","ticker":"CUPR","issuer_name":"Cuprina Holdings (Cayman) LTD","edgar_url":"https://www.sec.gov/Archives/edgar/data/1995704/0001493152-26-019085-index.html","primary_entity_key":"0001995704","primary_entity_name":"Cuprina Holdings (Cayman) LTD"},"word_count":4512,"has_tables":true,"body_markdown":"**ITEM\n10. ADDITIONAL INFORMATION**\n\n \n\n**A.\nShare Capital.**\n\n \n\nNot\nApplication.\n\n \n\n106\n\n \n\n \n\n**B.\nMemorandum and Articles of Association.**\n\n \n\nWe\nincorporate by reference into this Annual Report the description of our Memorandum and Articles of Association of the Registrant, as\ncurrently in effect, Exhibit 3.1, and the description of differences in corporate laws contained in our registration statement on Form\nF-1 (File No. 333-283643), as amended, initially filed with the SEC on December 6, 2024.\n\n \n\n**C.\nMaterial Contracts.**\n\n \n\nWe\nhave not entered into any material contracts other than in the ordinary course of business and other than those described in this Annual\nReport.\n\n \n\n**D.\nExchange controls.**\n\n \n\nThere\nis no exchange control regulations or currency restrictions in effect in the Cayman Islands.\n\n \n\n**E.\nTaxation.**\n\n \n\nThe\nfollowing summary of the material Cayman Islands, Singapore and U.S. federal income tax consequences of an investment in or ownership\nof our shares is based upon laws and relevant interpretations thereof in effect as of the date of this Annual Report, all of which are\nsubject to change. This summary does not deal with all possible tax consequences regarding investing investment in our shares, such as\nthe tax consequences under state, local and other tax laws.\n\n \n\n**Singapore\nTaxation**\n\n \n\n**Dividend\nDistributions**\n\n \n\n*One\nTier Corporate Taxation System*\n\n \n\nEffective\nfrom January 1, 2008, Singapore resident companies can issue one-tier tax exempt dividends. This means shareholders will not be taxed\non this dividend income. However, dividends received from shares in co-operatives are taxable.\n\n \n\n*Withholding\nTaxes*\n\n \n\nSingapore\ncurrently does not impose withholding tax on dividends.\n\n \n\n*Goods\nand Services Tax*\n\n \n\nThe\nGoods and Services Tax, or GST, in Singapore is a broad-based consumption tax that is levied on import of goods into Singapore, as well\nas nearly all supplies of goods and services in Singapore at the prevailing rate of 9%.\n\n \n\n**Corporate\nTax**\n\n \n\nA\ncompany is regarded as tax resident in Singapore if the control and management of its business is exercised in Singapore.\n\n \n\nCorporate\ntaxpayers who are Singapore tax residents are subject to Singapore income tax on income accruing in or derived from Singapore and, subject\nto certain exceptions, on foreign-sourced income received or deemed to be received in Singapore.\n\n \n\nHowever,\nforeign-sourced income in the form of dividends, branch profits and service income received or deemed to be received in Singapore by\nSingapore tax resident companies on or after June 1, 2003 is exempt from tax if certain prescribed conditions are met, including the\nfollowing:\n\n \n\n(a)\nsuch\nincome is subject to tax of a similar character to income tax under the law of the jurisdiction from which such income is received;\nand\n\n \n \n\n(b)\nat\nthe time the income is received in Singapore, the highest rate of tax of a similar character to income tax (by whatever name called)\nlevied under the law of the territory from which the income is received on any gains or profits from any trade or business carried\non by any company in that territory at that time is not less than 15%.\n\n \n\n107\n\n \n\n \n\nCertain\nconcessions and clarifications have also been announced by the Inland Revenue Authority of Singapore with respect to such conditions.\n\n \n\nNon-resident\ncorporate taxpayers, with certain exceptions, are subject to Singapore income tax on income accruing in or derived from Singapore, and\non foreign-sourced income received or deemed to be received in Singapore.\n\n \n\nThe\ncorporate tax rate in Singapore is currently 17%. In addition, three-quarters of up to the first S$10,000 of a company’s annual\nnormal chargeable income, and one-half of up to the next S$190,000, is exempt. The remaining chargeable income (after the tax exemption)\nwill be fully taxable at the prevailing corporate tax rate.\n\n \n\nNew\ncompanies will also, subject to certain conditions and exceptions, be eligible for tax exemption on three-quarters of up to the first\nS$100,000 of a company’s annual normal chargeable income, and one-half of up to the next S$100,000, a year for each of the company’s\nfirst three consecutive years of assessment, or YA from YA 2020 onwards. The remaining chargeable income (after the tax exemption) will\nbe taxed at the applicable corporate tax rate.\n\n \n\n**Material\nUnited States Federal Income Tax Considerations**\n\n \n\nThe\nfollowing is a discussion of certain material United States federal income tax considerations relating to the acquisition, ownership,\nand disposition of our Class A Ordinary Shares by a U.S. Holder, as defined below, that acquires our Class A Ordinary Shares in this\nAnnual report and holds our Class A Ordinary Shares as “capital assets” (generally, property held for investment) under the\nUnited States Internal Revenue Code of 1986, as amended, or the Code. This discussion is based on existing United States federal income\ntax law, which is subject to differing interpretations or change, possibly with retroactive effect. No ruling has been sought from the\nInternal Revenue Service, or the IRS, with respect to any United States federal income tax consequences described below, and there can\nbe no assurance that the IRS or a court will not take a contrary position. This discussion does not address all aspects of United States\nfederal income taxation that may be important to particular investors in light of their individual circumstances, including investors\nsubject to special tax rules (such as, for example, certain financial institutions, insurance companies, regulated investment companies,\nreal estate investment trusts, broker-dealers, traders in securities that elect mark-to-market treatment, partnerships (or other entities\ntreated as partnerships for United States federal income tax purposes) and their partners, tax-exempt organizations (including private\nfoundations)), investors who are not U.S. Holders, investors that own (directly, indirectly, or constructively) 5% or more of our voting\nshares, investors that hold their Class A Ordinary Shares as part of a straddle, hedge, conversion, constructive sale or other integrated\ntransaction), or investors that have a functional currency other than the U.S. dollar, all of whom may be subject to tax rules that differ\nsignificantly from those summarized below. In addition, this discussion does not address any tax laws other than the United States federal\nincome tax laws, including any state, local, alternative minimum tax or non-United States tax considerations, or the Medicare tax on\nunearned income. Each potential investor is urged to consult its tax advisor regarding the United States federal, state, local and non-United\nStates income and other tax considerations of an investment in our Class A Ordinary Shares.\n\n \n\n**General**\n\n \n\nFor\npurposes of this discussion, a “U.S. Holder” is a beneficial owner of our Class A Ordinary Shares that is, for United States\nfederal income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity\ntreated as a corporation for United States federal income tax purposes) created in, or organized under the laws of, the United States\nor any state thereof or the District of Columbia, (iii) an estate the income of which is includible in gross income for United States\nfederal income tax purposes regardless of its source, or (iv) a trust (A) the administration of which is subject to the primary supervision\nof a United States court and which has one or more United States persons who have the authority to control all substantial decisions\nof the trust or (B) that has otherwise elected to be treated as a United States person under the Code.\n\n \n\nIf\na partnership (or other entity treated as a partnership for United States federal income tax purposes) is a beneficial owner of our Class\nA Ordinary Shares, the tax treatment of a partner in the partnership will depend upon the status of the partner and the activities of\nthe partnership. Partnerships and partners of a partnership holding our Class A Ordinary Shares are urged to consult their tax advisors\nregarding an investment in our Class A Ordinary Shares.\n\n \n\nThe\ndiscussion set forth below is addressed only to U.S. Holders that purchase Class A Ordinary Shares in this Annual report. Prospective\npurchasers are urged to consult their own tax advisors about the application of U.S. federal income tax law to their particular circumstances\nas well as the state, local, foreign and other tax consequences to them of the purchase, ownership and disposition of our Class A Ordinary\nShares.\n\n \n\n108\n\n \n\n \n\n**Taxation\nof dividends and other distributions on our Class A Ordinary Shares**\n\n \n\nSubject\nto the passive foreign investment company rules discussed below, distributions of cash or other property made by us to you with respect\nto the Class A Ordinary Shares (including the amount of any taxes withheld therefrom) will generally be includable in your gross income\nas dividend income on the date of receipt by you, but only to the extent that the distribution is paid out of our current or accumulated\nearnings and profits (as determined under U.S. federal income tax principles). With respect to corporate U.S. Holders, the dividends\nwill not be eligible for the dividends-received deduction allowed to corporations in respect of dividends received from other U.S. corporations.\n\n \n\nWith\nrespect to non-corporate U.S. Holders, including individual U.S. Holders, dividends will be taxed at the lower capital gains rate applicable\nto qualified dividend income, provided that (1) the Class A Ordinary Shares are readily tradable on an established securities market\nin the United States, or we are eligible for the benefits of an approved qualifying income tax treaty with the United States that includes\nan exchange of information program, (2) we are not a passive foreign investment company (as discussed below) for either our taxable year\nin which the dividend is paid or the preceding taxable year, and (3) certain holding period requirements are met. You are urged to consult\nyour tax advisors regarding the availability of the lower rate for dividends paid with respect to our Class A Ordinary Shares, including\nthe effects of any change in law after the date of this Annual Report.\n\n \n\nTo\nthe extent that the amount of the distribution exceeds our current and accumulated earnings and profits (as determined under U.S. federal\nincome tax principles), it will be treated first as a tax-free return of your tax basis in your Class A Ordinary Shares, and to the extent\nthe amount of the distribution exceeds your tax basis, the excess will be taxed as capital gain. We do not intend to calculate our earnings\nand profits under U.S. federal income tax principles. Therefore, a U.S. Holder should expect that a distribution will be treated as a\ndividend even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described\nabove.\n\n \n\n**Taxation\nof dispositions of Class A Ordinary Shares**\n\n \n\nSubject\nto the passive foreign investment company rules discussed below, you will recognize taxable gain or loss on any sale, exchange or other\ntaxable disposition of a share equal to the difference between the amount realized (in U.S. dollars) for the share and your tax basis\n(in U.S. dollars) in the Class A Ordinary Shares. The gain or loss will be capital gain or loss. The gain or loss will generally be treated\nas U.S.-source income or loss for foreign tax credit purposes. U.S. Holders that sell Class A Ordinary Shares for an amount denominated\nin a non-U.S. currency should consult their tax advisers regarding the exchange rate at which the amount received should be translated\nto U.S. dollars, and whether any U.S.-source foreign currency gain or loss may be required to be recognized as a result of the sale.\nIf you are a non-corporate U.S. Holder, including an individual U.S. Holder, who has held the Class A Ordinary Shares for more than one\nyear, you may be eligible for reduced tax rates on any such capital gains. The deductibility of capital losses is subject to limitations.\n\n \n\n**Passive\nforeign investment company**\n\n \n\nA\nnon-U.S. corporation is considered a Passive Foreign Investment Company, or PFIC, as defined in Section 1297(a) of the US Internal Revenue\nCode, for any taxable year if either:\n\n \n\n \n●\nat\nleast 75% of its gross income for such taxable year is passive income; or\n\n \n \n \n\n \n●\nat\nleast 50% of the value of its assets (based on an average of the quarterly values of the assets during a taxable year) is attributable\nto assets that produce or are held for the production of passive income (the “asset test”).\n\n \n\nPassive\nincome generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of\na trade or business) and gains from the disposition of passive assets. We will be treated as owning our proportionate share of the assets\nand earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, at least 25% (by\nvalue) of the stock. In determining the value and composition of our assets for purposes of the PFIC asset test, (1) the cash we raise\nin our previous initial public offering will generally be considered to be held for the production of passive income and (2) the value\nof our assets must be determined based on the market value of our Class A Ordinary Shares from time to time, which could cause the value\nof our non-passive assets to be less than 50% of the value of all of our assets (including the cash raised in our previous initial public\noffering) on any particular quarterly testing date for purposes of the asset test.\n\n \n\n109\n\n \n\n \n\nWhether\nwe are a PFIC with respect to any year depends on our operations and the composition of our assets during that year. Depending on the\namount of cash we raise in our previous initial public offering, together with any other assets held for the production of passive income,\nit is possible that, for our current taxable year or for any subsequent taxable year, more than 50% of our assets may be assets held\nfor the production of passive income. In addition, because the value of our assets for purposes of the asset test will generally be determined\nbased on the market price of our Class A Ordinary Shares and because cash is generally considered to be an asset held for the production\nof passive income, our PFIC status will depend in large part on the market price of our Class A Ordinary Shares and the amount of cash\nwe raise in our previous initial public offering. Accordingly, fluctuations in the market price of the Class A Ordinary Shares may cause\nus to become a PFIC. In addition, the application of the PFIC rules is subject to uncertainty in several respects and the composition\nof our income and assets will be affected by how, and how quickly, we spend the cash we raise in our previous initial public offering.\nWe are under no obligation to take steps to reduce the risk of our being classified as a PFIC, and as stated above, the value of our\nassets will depend upon material facts (including the market price of our Class A Ordinary Shares from time to time and the amount of\ncash we raise in our previous initial public offering) that may not be within our control. If we are a PFIC for any year during which\nyou hold Class A Ordinary Shares, we will continue to be treated as a PFIC for all succeeding years during which you hold Class A Ordinary\nShares. If we cease to be a PFIC and you did not previously make a timely “mark-to-market” election as described below, however,\nyou may avoid some of the adverse effects of the PFIC regime by making a “purging election” (as described below) with respect\nto the Class A Ordinary Shares.\n\n \n\nIf\nwe are a PFIC for your taxable year(s) during which you hold Class A Ordinary Shares, you will be subject to special tax rules with respect\nto any “excess distribution” that you receive and any gain you realize from a sale or other disposition (including a pledge)\nof the Class A Ordinary Shares, unless you make a “mark-to-market” election as discussed below. Distributions you receive\nin a taxable year that are greater than 125% of the average annual distributions you received during the shorter of the three preceding\ntaxable years or your holding period for the Class A Ordinary Shares will be treated as an excess distribution. Under these special tax\nrules:\n\n \n\n \n●\nthe\nexcess distribution or gain will be allocated ratably over your holding period for the Class A Ordinary Shares;\n\n \n \n \n\n \n●\nthe\namount allocated to your current taxable year, and any amount allocated to any of your taxable year(s) prior to the first taxable\nyear in which we were a PFIC, will be treated as ordinary income, and\n\n \n \n \n\n \n●\nthe\namount allocated to each of your other taxable year(s) will be subject to the highest tax rate in effect for that year and the interest\ncharge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.\n\n \n\nThe\ntax liability for amounts allocated to years prior to the year of disposition or “excess distribution” cannot be offset by\nany net operating losses for such years, and gains (but not losses) realized on the sale of the Class A Ordinary Shares s cannot be treated\nas capital, even if you hold the Class A Ordinary Shares as capital assets. A U.S. Holder of “marketable stock” (as defined\nbelow) in a PFIC may make a mark-to-market election under Section 1296 of the US Internal Revenue Code for such stock to elect out of\nthe tax treatment discussed above. If you make a mark-to-market election for first taxable year which you hold (or are deemed to hold)\nClass A Ordinary Shares and for which we are determined to be a PFIC, you will include in your income each year an amount equal to the\nexcess, if any, of the fair market value of the Class A Ordinary Shares as of the close of such taxable year over your adjusted basis\nin such Class A Ordinary Shares, which excess will be treated as ordinary income and not capital gain. You are allowed an ordinary loss\nfor the excess, if any, of the adjusted basis of the Class A Ordinary Shares over their fair market value as of the close of the taxable\nyear. Such ordinary loss, however, is allowable only to the extent of any net mark-to-market gains on the Class A Ordinary Shares included\nin your income for prior taxable years. Amounts included in your income under a mark-to-market election, as well as gain on the actual\nsale or other disposition of the Class A Ordinary Shares, are treated as ordinary income. Ordinary loss treatment also applies to any\nloss realized on the actual sale or disposition of the Class A Ordinary Shares, to the extent that the amount of such loss does not exceed\nthe net mark-to-market gains previously included for such Class A Ordinary Shares. Your basis in the Class A Ordinary Shares will be\nadjusted to reflect any such income or loss amounts. If you make a valid mark-to-market election, the tax rules that apply to distributions\nby corporations which are not PFICs would apply to distributions by us, except that the lower applicable capital gains rate for qualified\ndividend income discussed above under “*Taxation of Dividends and Other Distributions on our Class A Ordinary Shares”*\ngenerally would not apply.\n\n \n\n110\n\n \n\n \n\nThe\nmark-to-market election is available only for “marketable stock,” which is stock that is traded in other than de minimis\nquantities on at least 15 days during each calendar quarter (“regularly traded”) on a qualified exchange or other market\n(as defined in applicable U.S. Treasury regulations), including the Nasdaq Capital Market. If the Class A Ordinary Shares are regularly\ntraded on the Nasdaq Capital Market and if you are a holder of Class A Ordinary Shares, the mark-to-market election would be available\nto you were we to be or become a PFIC.\n\n \n\nAlternatively,\na U.S. Holder of stock in a PFIC may make a “qualified electing fund” election under Section 1295(b) of the US Internal Revenue\nCode with respect to such PFIC to elect out of the tax treatment discussed above. A U.S. Holder who makes a valid qualified electing\nfund election with respect to a PFIC will generally include in gross income for a taxable year such holder’s pro rata share of\nthe corporation’s earnings and profits for the taxable year. The qualified electing fund election, however, is available only if\nsuch PFIC provides such U.S. Holder with certain information regarding its earnings and profits as required under applicable U.S. Treasury\nregulations. We do not currently intend to prepare or provide the information that would enable you to make a qualified electing fund\nelection. If you hold Class A Ordinary Shares in any taxable year in which we are a PFIC, you will be required to file U.S. Internal\nRevenue Service Form 8621 in each such year and provide certain annual information regarding such Class A Ordinary Shares, including\nregarding distributions received on the Class A Ordinary Shares and any gain realized on the disposition of the Class A Ordinary Shares.\n\n \n\nIf\nyou do not make a timely “mark-to-market” election (as described above), and if we were a PFIC at any time during the period\nyou hold our Class A Ordinary Shares, then such Class A Ordinary Shares will continue to be treated as stock of a PFIC with respect to\nyou even if we cease to be a PFIC in a future year, unless you make a “purging election” for the year we cease to be a PFIC.\nA “purging election” creates a deemed sale of such Class A Ordinary Shares at their fair market value on the last day of\nthe last year in which we are treated as a PFIC. The gain recognized by the purging election will be subject to the special tax and interest\ncharge rules treating the gain as an excess distribution, as described above. As a result of the purging election, you will have a new\nbasis (equal to the fair market value of the Class A Ordinary Shares on the last day of the last year in which we are treated as a PFIC)\nand holding period (which new holding period will begin the day after such last day) in your Class A Ordinary Shares for tax purposes.\n\n \n\nIRC\nSection 1014(a) provides for a step-up in basis to the fair market value for our Class A Ordinary Shares when inherited from a decedent\nthat was previously a holder of our Class A Ordinary Shares. However, if we are determined to be a PFIC and a decedent that was a U.S.\nHolder did not make either a timely qualified electing fund election for our first taxable year as a PFIC in which the U.S. Holder held\n(or was deemed to hold) our Class A Ordinary Shares, or a mark-to-market election and ownership of those Class A Ordinary Shares are\ninherited, a special provision in IRC Section 1291(e) provides that the new U.S. Holder’s basis should be reduced by an amount\nequal to the Section 1014 basis minus the decedent’s adjusted basis just before death. As such if we are determined to be a PFIC\nat any time prior to a decedent’s passing, the PFIC rules will cause any new U.S. Holder that inherits our Class A Ordinary Shares\nfrom a U.S. Holder to not get a step-up in basis under Section 1014 and instead will receive a carryover basis in those Class A Ordinary\nShares.\n\n \n\nYou\nare urged to consult your tax advisors regarding the application of the PFIC rules to your investment in our Class A Ordinary Shares\nand the elections discussed above.\n\n \n\n**Information\nReporting and Backup Withholding**\n\n \n\nDividend\npayments with respect to our Class A Ordinary Shares and proceeds from the sale, exchange or redemption of our Class A Ordinary Shares\nmay be subject to information reporting to the U.S. Internal Revenue Service and possible U.S. backup withholding under Section 3406\nof the US Internal Revenue Code with at a current flat rate of 24%. Backup withholding will not apply, however, to a U.S. Holder who\nfurnishes a correct taxpayer identification number and makes any other required certification on U.S. Internal Revenue Service Form W-9\nor who is otherwise exempt from backup withholding. U.S. Holders who are required to establish their exempt status generally must provide\nsuch certification on U.S. Internal Revenue Service Form W-9. U.S. Holders are urged to consult their tax advisors regarding the application\nof the U.S. information reporting and backup withholding rules.\n\n \n\nBackup\nwithholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability,\nand you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund\nwith the U.S. Internal Revenue Service and furnishing any required information. We do not intend to withhold taxes for individual shareholders.\nTransactions effected through certain brokers or other intermediaries, however, may be subject to withholding taxes (including backup\nwithholding), and such brokers or intermediaries may be required by law to withhold such taxes.\n\n \n\nUnder\nthe Hiring Incentives to Restore Employment Act of 2010, certain U.S. Holders are required to report information relating to our Class\nA Ordinary Shares, subject to certain exceptions (including an exception for Class A Ordinary Shares held in accounts maintained by certain\nfinancial institutions), by attaching a complete Internal Revenue Service Form 8938, Statement of Specified Foreign Financial Assets,\nwith their tax return for each year in which they hold Class A Ordinary Shares. Failure to report such information could result in substantial\npenalties. You should consult your own tax advisor regarding your obligation to file a Form 8938.\n\n \n\n111\n\n \n\n \n\n**THE\nPRECEDING DISCUSSION OF U.S. FEDERAL TAX CONSIDERATIONS IS FOR GENERAL INFORMATION PURPOSES ONLY. IT IS NOT TAX ADVICE. EACH PROSPECTIVE\nINVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE PARTICULAR U.S. FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF PURCHASING,\nHOLDING AND DISPOSING OF OUR ORDINARY SHARES, INCLUDING THE CONSEQUENCES OF ANY PROPOSED CHANGE IN APPLICABLE LAWS.**\n\n \n\n**F.\nDividends and paying agents.**\n\n \n\nNot\napplicable.\n\n \n\n**G.\nStatement by experts.**\n\n \n\nNot\napplicable.\n\n \n\n**H.\nDocuments on display.**\n\n \n\nWe\nhave previously filed with the SEC our registration statements on Form F-1 (File No. 333-283643), as amended.\n\n \n\nWe\nare subject to the periodic reporting and other informational requirements of the Exchange Act. Under the Exchange Act, we are required\nto file reports and other information with the SEC. Specifically, we are required to file annually a Form 20-F within four months after\nthe end of each fiscal year. The SEC maintains a website at http://www.sec.gov that contains reports, proxy and information statements,\nand other information regarding registrants that make electronic filings with the SEC using its EDGAR system. As a foreign private issuer,\nwe are exempt from the rules of the Exchange Act prescribing, among other things, the furnishing and content of proxy statements to shareholders,\nand our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions\ncontained in Section 16 of the Exchange Act\n\n \n\n**I.\nSubsidiary Information**\n\n \n\nFor\na listing of our subsidiaries, see “Item 4. Information on the Company—A. History and Development of the Company.”"}