{"url_path":"/sec/cupr/10-k/2026/item-3","section_key":"item-3","section_title":"Item 3 KEY INFORMATION**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-04-27","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":23431,"has_tables":true,"body_markdown":"**ITEM\n3. KEY INFORMATION**\n\n \n\n**A.\n[Reserved]**\n\n \n\n**B.\nCapitalization and Indebtedness.**\n\n \n\nNot\napplicable.\n\n \n\n**C.\nReason for the Offer and Use of Proceeds.**\n\n \n\nNot\napplicable.\n\n \n\n**D.\nRisk Factors.**\n\n \n\n**Risks\nRelating to Our Business and Industry**  \n\n \n\n**We\nare an early-stage company with a history of losses, we expect to incur losses in the future and we may not be able to achieve or sustain\nprofitability.**\n\n \n\nWe\nhave incurred losses since our formation. For the years ended December 31, 2023, 2024 and 2025, we recorded net loss of S$1,119,555,\nS$1,560,535, and S$4,673,447 (US$3,633,248), respectively. As of December 31, 2025, we had accumulated deficit of S$9,234,500\n(US$7,179,118). As of the date of this Annual Report, we have financed our operations primarily through our proceeds from the IPO,\nfinancial assistance from one of our shareholders, Cuprina Holding Pte. Ltd., bank loans and sales of our currently commercialized\nproducts, including a line of medical grade sterile blowfly larvae bio-dressing products marketed under the MEDIFLY brand name, or\nthe MEDIFLY products, introduced in 2020, and three cosmeceutical products introduced in 2023. The net losses and accumulated\ndeficit have primarily been due to the substantial investments we have made to develop our products, costs related to our staff as\nwell as our sales and marketing efforts, R&D costs, and infrastructure improvements.\n\n \n\nIn\naddition, as a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company.\nAccordingly, we expect to continue to incur losses for the foreseeable future and we cannot assure you that we will ever achieve profitability\nor that, if we do become profitable, we will sustain profitability. Our failure to achieve or sustain profitability in the future would\nmake it more difficult to finance our business and accomplish our strategic objectives, which would have a material adverse effect on\nour business, financial condition and results of operations. In addition, failure of our products to significantly penetrate our target\nmarkets would negatively affect our business, financial condition and results of operations.\n\n \n\n**Our\nbusiness and future growth prospects rely on industry development and consumer demand for our products. If we fail to achieve and further\npromote our brand recognition and the widespread market acceptance of our products, or if we fail to grow or retain our customers or\nconsumer base, our business, results of operations and financial condition may be materially and adversely affected.**\n\n \n\nWe\noperate in an industry that is subject to rapid and unpredictable changes in consumer demand and trends. The success of our business\ndepends significantly on the continued demand for our products, which in turn depends on the level of acceptance and satisfaction from\nmedical institutions and individual users for our wound care and cosmeceutical products. The industries of and markets for such products\nhave been developing rapidly in recent years. However, the prospects for such industries and the markets depend on many factors that\nare beyond our control. Our success is also dependent on our ability to identify and respond to such shifting consumer demand and trends,\ndevelop new and appealing products on a timely basis, and achieve acceptance of such new products by our customers. A number of factors\ncould affect the market acceptance of our products, including but not limited to:\n\n \n\n \n●\nour\nability to address the evolving needs and preferences of our customers, part of which could, in turn, be impacted by the changing\nregulatory environment in Singapore and our other markets;\n\n \n \n \n\n \n●\nthe\nprogress of our R&D efforts, as well as when our products commence commercialization relative to competing products;\n\n \n \n \n\n \n●\nthe\nsafety and efficacy of our products and pipeline products, including but not limited to the prevalence and severity of adverse reactions,\nif any;\n\n \n \n \n\n \n●\npricing\nand cost-effectiveness of our products relative to competing products;\n\n \n \n \n\n \n●\npublic\nperception, perceived advantages, and brand recognition of our products over competing products; and\n\n \n \n \n\n \n●\neffectiveness\nof our sales and marketing efforts and distribution network, as well as the general availability of our products relative to competing\nproducts.\n\n \n\n1\n\n \n\n \n\nIf\nour products fail to achieve or maintain widespread market acceptance, particularly among medical institutions and individual users,\nor if we fail to maintain good relationships with them, our future prospects may be affected. In addition, if new products introduced\nby our competitors are perceived more favorably by our consumers or end-users, or are more cost-effective, or otherwise render our products\nobsolete, the market demand for our products may decline, and our business, results of operations and financial condition may be materially\nand adversely affected. Further, our brand recognition and product acceptance depend largely on our ability to respond to changes and\ntrends in consumer demand and offer high quality products. If we fail to anticipate and respond appropriately to the ever-changing consumer\ntrends and preferences, or if consumer preferences shift away from the products we develop, manufacture, and sell, our brands and results\nof operation and financial condition may be materially and adversely affected. We cannot assure you that our brand promotion activities\nand R&D efforts may be successful and contribute to our business growth, and the resulting benefits may not always justify the relevant\nexpenditures. In the event the demand for our products fails to grow as rapidly as anticipated, our business and results of operations\nmay also be materially and adversely affected.\n\n \n\n**Our\nrevenue growth for a particular period is difficult to predict, and a shortfall in forecasted revenues may harm our operating results.**\n\n \n\nAs\nwe were established in 2019 and have a relatively short operating history, our revenue growth and, consequently, results of operations\nare difficult to predict. We plan our operating expense levels based primarily on forecasted revenue levels. A shortfall in revenue could\nlead to operating results being below expectations as we may not be able to quickly reduce our fixed expenses in response to short-term\nrevenue shortfalls. We have experienced fluctuations in revenue and operating results and anticipate that these fluctuations will continue\nuntil we achieve a critical mass with our product sales.\n\n \n\nThese\nfluctuations can result from a variety of factors, including economic conditions worldwide, as well as economic conditions specific to\nthe chronic wound care and cosmeceuticals industries, which could affect the ability of our customers to purchase our products and could\nresult in a reduction in elective operative procedures; governmental regulations; the timing of regulatory approvals; the uncertainty\nsurrounding our ability to attract new customers and retain existing customers; changes in reimbursement rates for our products by governmental\nagencies and private insurers; the length and variability of our sales cycle, especially gaining approvals for the use of our products\nin additional hospitals and medical centers, which makes it difficult to forecast the quarter in which our sales will occur; issues including\ndelays in the sourcing of our products; the timing of operating expenses relating to the expansion of our business and operations; changes\nin the pricing of our products and those of our competitors; the development of new wound care products or product enhancements by our\ncompetitors; and actual events, circumstances, outcomes, and amounts differing from assumptions and estimates used in preparing our operating\nplan and how well we execute our strategy and operating plans.\n\n \n\nAs\na consequence, operating results for a particular future period are difficult to predict, and prior results are not necessarily indicative\nof future results. Any of the foregoing factors, or any other factors discussed elsewhere herein, could have a material adverse effect\non our business.\n\n \n\n**We\nrecorded net current liabilities as of December 31, 2023, and 2024 and such positions may continue.**\n\n \n\nWe\nrecorded net current liabilities of S$2,990,424, S$4,384,999, and net current assets of S$4,215,760 (US$3,277,431 as of December 31,\n2023, 2024, and 2025, respectively. These net current liabilities as of December 31, 2023 and 2024 were primarily attributable\nto large amounts due to related parties, in particular, amounts due to Cuprina Holding Pte. Ltd., one of our shareholders, and Jimmy\nLee Peng Siew, one of our ultimate beneficial shareholders, mainly for the purpose of financing our IPO exercise, working capital as\nwell as research and development activities.\n\n \n\nNet\ncurrent liabilities expose us to liquidity risk. Payment of trade and other payables, amounts due to related parties, our capital expenditure\nplans and the repayment of our outstanding debt obligations as and when they become due will primarily depend on our ability to maintain\nadequate cash generated from operating activities and adequate external financing. In addition, if we encounter any liquidity issues\nin the future, we may curtail or defer our business expansion plans based on the availability of sufficient funds. If we continue to\nhave net current liabilities in the future, our working capital for operations or business expansion plans could be limited and our business,\nfinancial position and results of operations could be materially and adversely affected.\n\n \n\n**We\nhad net operating cash outflows for the years ended December 31, 2023, 2024 and 2025.**\n\n \n\nWe\nhad net cash flows used in operating activities of S$894,981 for the year ended December 31, 2023, primarily reflecting a net loss of\nS$1,119,555, as adjusted by (a) positive changes of approximately S$99,846 in non-cash items primarily including depreciation and amortization,\nexpected credit loss on accounts receivable and equity in net earnings of affiliates; and (b) positive changes of approximately S$124,728\nin working capital primarily reflecting (i) a decrease of approximately S$238,900 in net advance to related parties, partially offset\nby (ii) an increase of approximately S$37,511 in accounts receivable, (iii) an increase of approximately S$32,122 in other current assets,\nand (iv) a decrease of approximately S$45,863 in accruals and other payables.\n\n \n\nWe\nhad net cash flows used in operating activities of S$1,235,981 for the year ended December 31, 2024, primarily reflecting a net loss\nof S$1,560,535, as adjusted by (a) positive changes of approximately S$96,198 in non-cash items primarily including depreciation and\namortization and equity in net earnings of affiliate; and (b) positive changes of approximately S$228,356 in working capital primarily\nreflecting (i) an decrease of approximately S$10,639 in other current assets, and (ii) an increase of approximately S$123,562 in accruals\nand other payables,(iii) a decrease of approximately S$24,430 in accounts receivable, and (iv) a decrease of approximately S$69,725 in\nnet advance to related parties.\n\n \n\nWe\nhad net cash flows used in operating activities of S$9,133,948 (US$7,100,947) for the year ended December 31, 2025, primarily reflecting\na net loss of S$4,673,447 (US$3,633,248), as adjusted by (a) positive changes of approximately S$241,254 (US$187,556) in non-cash items\nprimarily including depreciation and amortization, foreign exchange losses and equity in net earnings of affiliate; and (b) negative\nchanges of approximately S$4,701,755 (US$3,655,255) in working capital primarily reflecting (i) an increase of approximately S$4,457,200\n(US$3,465,133) in other current assets, and (ii) an decrease of approximately S$292,171 (US$227,140) in accruals and other payables.\n\n \n\n2\n\n \n\n \n\nWe\ncannot assure you that we will be able to generate net cash flows from operating activities in the future. If we continue to record net\noperating cash outflows in the future, our working capital may be constrained, which may adversely affect our liquidity and financial\ncondition. If we do not have sufficient working capital and are unable to generate sufficient revenue or raise additional funds, we may\ndelay the completion of or significantly reduce the scope of our current business plan or substantially curtail our operations, any of\nwhich could materially and adversely affect our business, financial condition and results of operations. In addition, if we determine\nthat our cash requirements exceed our available cash on hand, we may seek to issue debt or equity securities or obtain a credit facility.\nWe cannot assure you that we would be able to obtain debt or equity financing at a reasonable cost, or at all, in the current economic\nenvironment. In addition, any issuance of equity or equity-linked securities could dilute our shareholders’ ownership, while any\nincurrence of indebtedness could increase our debt service obligations and cause us to be subject to restrictive operating and financial\ncovenants. As a result, we may face liquidity issues and our business, financial condition and results of operations may be materially\nand adversely affected.\n\n \n\n**The\nregulatory approval and clearance processes of the FDA and comparable foreign authorities are lengthy, time-consuming and inherently\nunpredictable, and if we are ultimately unable to obtain regulatory approval or other marketing authorizations for our products and pipeline\nproducts, our business will be substantially harmed.**\n\n \n\nThe\nmedical device industries are regulated extensively by governmental authorities, including the FDA and corresponding foreign regulatory\nagencies and authorities. The time required to obtain approval, clearance, certification of conformity or other marketing authorizations\nfrom the FDA and comparable foreign authorities is unpredictable and can often be lengthy and depends upon numerous factors, including\nthe substantial discretion of the regulatory authorities.\n\n \n\nBefore\nwe can market or sell a new medical device in the United States, we must obtain either a 510(k) clearance from the FDA, or approval of\nan application for premarket approval, or PMA, unless an exemption applies. For both of our currently commercialized MEDIFLY products\nand for the bullfrog collagen sponge dressings currently in our development pipeline, we have been in the process of preparing the technical\ndocumentation required for an FDA 510(k) clearance, including compliance with FDA’s Quality Management System Regulation. For our\nMEDIFLY products, we received a request for Additional Information from the FDA in November 2025, and we are currently preparing our\nresponse, which we expect to submit to the FDA in May 2026. The timing of 510(k) clearance for our MEDIFLY products will depend on the\nFDA’s review of our response. For our bullfrog collagen sponge dressings, we have optimized a new manufacturing step and are in\nthe process of resubmitting the product for ISO 10993 biocompatibility testing. Subject to satisfactory biocompatibility results, we\nintend to commence safety and efficacy clinical trials in collaboration with a hospital partner in Singapore by the end of 2026, for\nwhich study documentation and institutional board processes are underway. Our 510(k) submission to the FDA is planned to follow the completion\nof these clinical trials. In the 510(k) premarket clearance process, the FDA must determine that a proposed device is “substantially\nequivalent” to a device legally on the market, known as a “predicate” device, with respect to intended use, technology\nand safety and effectiveness, in order to clear the proposed device for marketing. Clinical data is sometimes required to support a finding\nof substantial equivalence.\n\n \n\nThe\nprocess of obtaining regulatory clearances or approvals to market a medical device can be costly and time-consuming, and we may not be\nable to successfully obtain pre-market reviews on a timely basis, if at all. If the FDA requires us to go through a lengthier, more rigorous\nexamination for our products than we expect, our product introductions could be delayed or canceled, which could cause our sales to decline.\n\n \n\nThe\nFDA or any foreign regulatory bodies can delay, limit or deny approval or clearance of our product candidates or require us to conduct\nadditional nonclinical or clinical testing or abandon a program for many reasons, including:\n\n \n\n \n●\nthe\nFDA’s or the applicable foreign regulatory agency’s disagreement with the design or implementation of our clinical trials;\n\n \n●\nnegative\nor ambiguous results from our clinical trials or results that may not meet the level of statistical significance required by the\nFDA or comparable foreign regulatory agencies for approval;\n\n \n●\nserious\nand unexpected device-related side effects experienced by participants in our clinical trials or by individuals using devices similar\nto our products or natural product candidates;\n\n \n●\nour\ninability to demonstrate to the satisfaction of the FDA or the applicable foreign regulatory agency that our product candidates are\nsafe and effective for their intended uses, or in the case of the 510(k) clearance process, that our product candidate is substantially\nequivalent to a predicate device;\n\n \n●\nour\ninability to demonstrate the clinical and other benefits of our product candidates outweigh any safety or other perceived risks;\n\n \n●\nthe\nFDA’s or the applicable foreign regulatory agency’s requirement for additional pre-clinical studies or clinical trials;\n\n \n●\nthe\nFDA’s or the applicable foreign regulatory agency’s disagreement regarding the formulation, labeling or the specifications\nof our products or future product candidates;\n\n \n\n3\n\n \n\n \n\n \n●\nthe\nFDA’s or the applicable foreign regulatory agency’s failure to approve the manufacturing processes or facilities of third-party\nmanufacturers with which we contract; or\n\n \n●\nthe\npotential for approval or clearance policies or regulations of the FDA or the applicable foreign regulatory agencies to significantly\nchange in a manner rendering our clinical data insufficient for approval.\n\n \n\nOf\nthe large number of products in development, only a small percentage successfully complete the FDA or foreign regulatory approval processes\nand are commercialized. The lengthy approval or marketing authorization process, as well as the unpredictability of future clinical trial\nresults, may result in our failing to obtain regulatory clearance, approval or other marketing authorization to market our products,\nwhich would significantly harm our business, financial condition and results of operations. Furthermore, if we fail to obtain FDA 510(k)\nclearances for our products, it could potentially lead to uncertainties in our regulatory approval process in other jurisdictions, as\ncertain regulatory authorities, including those located in Singapore and Saudi Arabia, use the FDA as a reference agency.\n\n \n\nEven\nif we eventually receive approval or clearance of an FDA or foreign marketing application for our products, the FDA or the applicable\nforeign regulatory agency may grant clearance, approval or other marketing authorization contingent on the performance of costly additional\nclinical trials, including post-market clinical trials. The FDA or the applicable foreign regulatory agency also may clear, approve or\nauthorize for marketing a product candidate for a more limited indication or patient population than we originally requested, and the\nFDA or applicable foreign regulatory agency may not approve or authorize the labeling that we believe is necessary or desirable for the\nsuccessful commercialization of a product candidate. Any delay in obtaining, or inability to obtain, applicable regulatory clearance,\napproval or other marketing authorization would delay or prevent commercialization of that product candidate and would materially adversely\nimpact our business and prospects.\n\n \n\n**Failure\nto manage our growth strategy could harm our business.**\n\n \n\nOur\nability to successfully implement our business plans and develop, market and sell our wound care and cosmeceutical products requires\nan effective plan for managing our future growth. We plan to increase the scope of our operations at a rapid rate, particularly in relation\nto the development and sale of new products and expansion into new geographic markets. Future expansion efforts will be expensive and\nmay strain our internal operating resources. To manage future growth effectively, we must maintain and enhance our financial and accounting\nsystems and controls, integrate new personnel and manage expanded operations. If we do not manage growth properly, it could harm our\noperating results and financial condition.\n\n \n\nHowever,\nour planned expansion into new products and new geographic markets with which we do not have significant experience subjects us to risks\nassociated with the use of new and novel technologies, operational, financial, regulatory, legal and reputational risks, as well as the\nrisk that we may be unable to timely or successfully launch our service offerings. The success of these operations depends upon our ability\nto commercialize our service offerings, and our failure to do so could negatively affect our ability to generate revenue from these activities.\n\n \n\n**If\nwe are unable to compete within our markets or our products do not gain market acceptance, our financial condition and operating results\ncould suffer.**\n\n \n\nCompetition\nfrom other medical device companies is significant, and we could be significantly affected by new product introductions and other activities\nof market participants. We compete with other companies in acquiring rights to products or technologies from third-party developers.\nIn addition, many specialized products companies have formed collaborations with large, established companies to support research, development,\nand commercialization of wound care and cosmeceutical products which may be competitive with ours. Academic institutions, government\nagencies, and other public and private research organizations are also conducting research activities and may commercialize wound care\nand cosmeceutical products on their own or through joint ventures. We are a new company with few product lines and relatively small customer\nbases. We may not, even with more efficacious products, be able to secure contracts and achieve significant growth with large national\naccounts.\n\n \n\nSome\nof our competitors enjoy several competitive advantages over us, including but not limited to:\n\n \n\n \n●\nlarger\nand more established distribution networks in Singapore and/or in international markets;\n\n \n \n \n\n \n●\ngreater\nfinancial, managerial and other resources for product R&D, sales and marketing efforts and protecting and enforcing intellectual\nproperty rights;\n\n \n \n \n\n \n●\ngreater\nname recognition;\n\n \n \n \n\n \n●\nlarger\nconsumer bases;\n\n \n \n \n\n \n●\nmore\nexpansive portfolios of products and intellectual property rights; and\n\n \n \n \n\n \n●\ngreater\nexperience in obtaining and maintaining regulatory approvals and/or clearances from regulatory agencies.\n\n \n\n4\n\n \n\n \n\nThe\npresence of competition in our markets may lead to pricing pressure which would make it more difficult to sell our products at a profitable\nprice or may prevent us from selling our products at all. Our failure to compete effectively would have a material adverse effect on\nour business.\n\n \n\n**Security\nbreaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation\nto suffer.**\n\n \n\nIn\nthe ordinary course of our business, we use networks to collect and store sensitive data, including intellectual property, proprietary\nbusiness information, and important information of our customers, suppliers, and business partners, as well as personally identifiable\ninformation of our customers and employees. Despite our security measures, our information technology and infrastructure may be vulnerable\nto attacks by hackers or be breached due to employee error, malfeasance, or other disruptions. Any such breach could compromise our networks,\nand the information stored there could be accessed, publicly disclosed, lost, or stolen. The secure processing, maintenance, and transmission\nof this information is critical to our operations. Any such access, disclosure, or other loss of information could result in the loss\nof existing customers, difficulty in attracting new customers, backlash from negative public relations, legal claims or proceedings,\nliability under laws that protect the privacy of personal information, and regulatory penalties. Furthermore, such access, disclosure,\nor loss may cause disruption of our operations and the services we provide to customers, damage to our reputation, and cause a loss of\nconfidence in our products and services, which could adversely affect our business.\n\n \n\n**We\nrely heavily on our R&D partners for know-how on design, manufacturing methods and formulation of our products. If we or one of our\npartners fails to perform adequately or fulfill our needs, we may incur significant costs due to delays in our product introductions\nand commercialization.**\n\n \n\nSince\nour inception, we have been committed to the R&D of products, product candidates and meeting rigorous quality and regulatory standards\nfor our production processes. As of December 31, 2025, our R&D team consisted of two full-time team members. However, the process\nof completing research and product development, obtaining regulatory approvals and commercializing our pipeline products may be time-consuming\nand costly. We cannot assure you that our R&D efforts will be able to deliver the intended outcomes or that we will be able to successfully\nidentify new opportunities, develop, enhance or adapt to new technologies, develop and bring new or more advanced products to market,\nobtain sufficient or any patent or other intellectual property protection for such products, or obtain the necessary regulatory approvals\nin a timely and cost-effective manner. Even if such products are introduced, we cannot assure you that they will achieve market acceptance,\nor that we will be able to upgrade our existing technologies or develop or adopt new technologies that mitigate the risk of substitution\nby other products. Any failure to do so could harm our business and prospects.\n\n \n\nAs\nof the date of this Annual Report, we had collaborated with Nanyang Technological University (“NTU”) and Aiodine\nLaboratory Pte. Ltd. for the R&D of our pipeline products. We may continue to seek\nto establish or enter into collaborations, strategic alliances, joint ventures, equity investment, or licensing arrangements with third\nparties that we believe will complement or augment our development and commercialization of pipeline products and future product candidates.\nHowever, the third parties we collaborate with may fail to properly perform their contractual obligations, fail to protect their intellectual\nproperties, fail to comply with regulatory provisions, or ultimately yield the anticipated economic benefits. If we are unable to reach\nagreements with suitable collaborators on acceptable terms in a timely manner, or at all, we may have to curtail the development of a\nproduct candidate, reduce or delay its development program or commercialization, reduce the scope of any sales or marketing activities,\nor increase our expenditures and undertake development or commercialization activities at our own expense.\n\n \n\n**We\nrely on our in-house sales and marketing team and third parties to promote our products. Failure to execute an effective sales and marketing\nstrategy could harm our ability to increase the sales of our products and achieve broader market acceptance.**\n\n \n\nTo\nincrease the sales of our products, achieve broader market acceptance, and maintain sustainable relationships with existing and potential\ncustomers, we must successfully execute an effective sales and marketing strategy. However, we cannot assure you that we will be able\nto attract, motivate and retain qualified and professional employees with requisite expertise and communicate with them effectively.\nIf we fail to hire, develop and retain qualified sales and marketing personnel, or if our new sales and marketing personnel are unable\nto achieve desired performance levels, we may not be able to execute our sales and marketing strategy or achieve our goals.\n\n \n\n5\n\n \n\n \n\nOur\nrelationships with third parties such as hospitals, clinics, and retail chains, as well as our engagement with e-commerce and social\nmedia platforms, also play an important role in our sales and marketing activities. We cannot assure you that we will be able to maintain\nor strengthen our relationships with these industry players. If these industry players leave the market, change their business or practice\nfocus, cease to collaborate with us, or collaborate with our competitors, our marketing strategy and efforts to promote our products\nmay not be successful. If we fail to generate returns from our relationships with these industry players as anticipated, or at all, our\nbusiness, financial condition, and results of operations may be materially and adversely affected.\n\n \n\nFurthermore,\nwe have limited experience in the sales and marketing of certain of our pipeline products, which includes products that operate in different\nsub-markets than our marketed products. Upon the commercialization of these pipeline products, we may fail to build a corresponding commercial\nteam, conduct comprehensive market analysis, obtain licenses and approvals, or manage related distributors and sales forces. As a result,\ncommercialization of these pipeline products may involve more inherent risks, take a comparatively longer time, and cost more. There\nmay also be circumstances during the actual sales of our future products that we did not anticipate prior to commercialization, which\nmay require us to adjust our sales and marketing strategy, recruit additional personnel, or incur unforeseen costs and expenses. In such\nan event, our business prospects and sales of the relevant products could be materially and adversely affected.\n\n \n\n**We\nmay not be able to develop new products that are competitive or successful in the markets we have entered or plan to enter, in a timely\nmanner or at all.**\n\n \n\nOur\nability to continuously identify, develop, and launch new products for which there is consumer demand is critical to our success. However,\nthe success of any product candidate depends on several factors, including our ability to anticipate industry trends and market demand,\ncomplete the product development process efficiently, minimize the costs and time for obtaining required regulatory approvals, optimize\nour manufacturing and procurement process, manufacture and deliver new products in a timely and commercially viable manner, anticipate\nand compete with our competitors, and increase customer awareness and acceptance of our new products.\n\n \n\nWe\ncannot guarantee that we can predict industry trends and market demand and be successful in developing new products or that we will be\nable to identify viable product development opportunities. We may experience delays or failures in any stage of product development,\nmanufacturing, product registration, and marketing. In addition, failure to obtain regulatory approvals or registration certificates\nfor these pipeline products in a timely manner would hinder our ability to penetrate the markets that we intend to enter, which may adversely\naffect our business and financial performance.\n\n \n\nWe\nhave collaborated and will continue to collaborate with third parties to develop new products, but we cannot assure you that\nwe could successfully launch the new products as anticipated or at all, or that consumers will be receptive to our new products. Even\nif we are able to launch new products, it may take time for the new products to gain market acceptance. Furthermore, our competitors\nmay develop similar products or technologies, or may be able to bring products to market faster or at a lower cost than we can, which\ncould adversely affect our ability to compete.\n\n \n\nHowever,\nthere can be no assurance that we will be able to successfully develop and launch new products or that our products will gain market\nacceptance. Any delays or failures in product development, manufacturing, regulatory approval, or marketing could have a material adverse\neffect on our business, results of operations, and financial condition.\n\n \n\n**The\ndevelopment and sale of certain of our pipeline products are heavily dependent on certain third-party agreements, and the termination\nof any of these agreements could harm our business.**\n\n \n\nWe\nrely on certain agreements with third parties to develop and sell certain of our pipeline products, including products incorporating\nbullfrog collagen and iodine antiseptics. We entered into a licensing agreement and an industry research collaboration agreement with\nNTU in June 2022 and August 2022, respectively. We entered into a joint venture agreement with Aiodine Laboratory Pte. Ltd. in November\n2025. In January 2026, we established a jointly owned entity, Cuprina & Aiodine Pte. Ltd., with Aiodine Laboratory Pte. Ltd., an\nindependent third party for the worldwide distribution, marketing, and commercialization of Aiodine-based wound care products\nand derivatives. However, these are third parties and could decide to terminate the agreements pursuant to their terms. We\ncannot be certain that license agreements will continue to be available to us on reasonable terms or at all. The termination of, or inability\nto maintain, any of our license agreements could negatively impact our ability to development and sell the products mentioned above in\nthe future, which could have a material adverse effect on our business, financial condition, and results of operations.\n\n \n\n**Certain\nof our pipeline products are still under development and we may not be able to successfully commercialize any of these products.**\n\n \n\nOur\npipeline contains certain products for treating chronic wounds of various stages of the healing process, and we may also decide to develop\nother pipeline products. Some of our R&D programs are in early developmental stages, and one or more of our product candidates may\nfail to meet safety and efficacy standards in human testing, even if those product candidates are found to be effective in animal studies.\nTo develop and commercialize product candidates for wound care, we must provide regulatory authorities in Singapore and other intended\nmarkets with human clinical and nonclinical animal data that demonstrate adequate safety and effectiveness, which will require significant\nadditional research and development efforts, including extensive nonclinical studies and clinical testing. However, our approach to product\ndiscovery may not be effective or may not result in the development of any product, and it can take several years for a product to be\napproved, with no guarantee of successfully bringing any therapeutic candidates to the market. Additionally, a new product candidate\nmay appear promising at an early stage of development or after clinical trials and never reach the market, or it may reach the market\nand not sell, for a variety of reasons.\n\n \n\n6\n\n \n\n \n\nFor\nexample, the product may:\n\n \n\n \n●\nbe\nshown to be ineffective or to cause harmful side effects during preclinical testing or clinical trials;\n\n \n \n \n\n \n●\nfail\nto receive regulatory approval on a timely basis or at all;\n\n \n \n \n\n \n●\nbe\ndifficult to manufacture on a large scale;\n\n \n \n \n\n \n●\nnot\nbe economically viable;\n\n \n \n \n\n \n●\nnot\nbe prescribed by doctors or accepted by patients;\n\n \n \n \n\n \n●\nfail\nto receive a sufficient level of reimbursement from government insurers or other third-party payors; or\n\n \n \n \n\n \n●\ninfringe\non intellectual property rights of any other party.\n\n \n\nIf\nour technologies or product development efforts fail to generate product candidates that lead to the successful development and commercialization\nof products, or if the product candidates we have acquired (or may in the future acquire) are not approved or cleared for commercialization\nor otherwise experience adverse regulatory action, our business and financial condition will be materially adversely affected.\n\n \n\n**Our\nfuture success will largely depend on our ability to maintain and further grow clinical acceptance and adoption of our products, and\nwe may be unable to adequately educate healthcare practitioners on the use and benefits of our products.**\n\n \n\nOur\ncommercial success depends heavily on our ability to educate healthcare practitioners on the use of our products in wound care settings,\nas healthcare practitioners play a significant role in determining the course of a patient’s treatment and the type of products,\nif any, that will be used to treat the patient. Acceptance and adoption of our wound care products relies on educating healthcare practitioners\non the distinctive characteristics, benefits, safety, clinical efficacy, and cost-effectiveness of our products, including potential\ncomparisons to our competitors’ products, and on training healthcare practitioners in the proper application of our products. However,\nconvincing healthcare practitioners to adopt new products and techniques is challenging, as they may be hesitant to change their medical\npractices, and we may not be successful in these efforts. If healthcare practitioners are not adequately trained, they may use our products\nineffectively, resulting in unsatisfactory patient outcomes, negative publicity, or lawsuits against us. If we cannot convince healthcare\npractitioners of the merits and advantages of our products compared to our competitors’ products, they may not use our products,\nand we will be unable to increase our sales and sustain growth or profitability.\n\n \n\n**Interruptions\nin the supply of our products or inventory loss may adversely affect our business, financial condition and results of operations.**\n\n \n\nThe\nmanufacturing and storage of our products requires specialized facilities and is subject to strict company and government standards.\nMoreover, process deviations or unanticipated effects of approved process changes may result in noncompliance with regulatory requirements,\nincluding stability requirements or specifications. Most of our products require storage and transportation within a specified temperature\nrange, and if environmental conditions deviate from that range, the safety and efficacy of our products could be adversely affected,\nmaking them unsuitable for use. Severe weather conditions and natural disasters may make compliance with these processes and maintenance\nof these standards more difficult, and climate change threatens more extreme weather events, which could increase our production risks.\nFor example, breeding of *Lucilia cuprina* maggots, which are the main component for our currently commercialized wound care products,\nis subject to risks including changes in regulations, changes in the terms of the licenses granted to us from the relevant environmental\nagencies in Singapore, shortages of raw materials, such as sterilization chemicals, and extreme temperature conditions such as insufficient\nexposure to natural sunlight for prolonged periods and extreme temperatures that are either too high or too low, all of which could harm\nbreeding efficiency and output and impact profitability.\n\n \n\n7\n\n \n\n \n\nThe\noccurrence of actual or suspected production and distribution problems can lead to lost inventories, and in some cases recalls, with\nconsequential reputational damage and the risk of product liability. Additionally, the investigation and remediation of any identified\nproblems can cause production delays and result in substantial additional expenses. Any unforeseen failure in the storage of our products\nor loss in supply could result in a loss of our market share and negatively affect our revenues and operations.\n\n \n\n**If\nwe are unable to manage product inventory in an effective manner, our profitability could be impaired.**\n\n \n\nMany\nfactors affect the efficient use and planning of product inventory, such as the effectiveness of predicting demand, preparing manufacturing\nto meet demand, meeting product mix and product demand requirements, and managing product expiration. Our currently commercialized wound\ncare products have a shelf life of between one day and two days, while our cosmeceutical products generally have a shelf life of between\n24 months and 36 months. If we are unable to manage our product inventory efficiently or within expected budget goals or\nkeep sufficient finished and in-process products on hand to meet demand, our operating margins and long-term growth prospects could be\nimpaired. We place orders with our suppliers based on forecasts of demand, and our forecasts are based on management’s judgment\nand assumptions, each of which may introduce errors into our estimates. If we overestimate customer demand, our excess or obsolete inventory\nmay increase significantly, reducing our gross margin and adversely affecting our financial results. Conversely, if we underestimate\ncustomer demand or if insufficient manufacturing capacity is available, we would miss revenue opportunities, potentially lose market\nshare, and damage our customer relationships.\n\n \n\n**Failure\nof any third-party assessments to demonstrate desired outcomes in proposed endpoints could have a negative impact on our business performance.**\n\n \n\nOur\ncollaborators and certain third parties such as medical research institutions may conduct clinical studies regularly designed to test\nthe performance of our products and/or the underlying mechanism associated with our products and their use across a number of applications.\nHowever, if a clinical study fails to demonstrate statistically significant results supporting performance, use benefits, or compelling\nhealth economic outcomes from using our products or the underlying mechanism associated with our products, physicians may elect not to\nuse our products as a treatment for conditions that may benefit from them. Additionally, serious adverse events reported during the conduct\nof a study could affect the continuation of the study, product marketing authorization by regulatory authorities, and product adoption\nby healthcare professionals, or could cause regulatory authorities to impose other restrictions on the product or require additional\nwarning or precaution statements to appear on the product labeling.\n\n \n\nIf\nwe are unable to develop a body of statistically significant evidence from available clinical studies, whether due to adverse results\nor inadequately designed studies, public and private payers could refuse to cover our products, limit the manner in which they cover\nour products, or reduce the price they are willing to pay or reimburse for our products.\n\n \n\n**Increased\nprices for, or unavailability of, raw materials used in our products could adversely affect our business, financial condition and results\nof operations.**\n\n \n\nThe\nprices of the raw materials used in the manufacture of our products affect our profitability, and these prices may fluctuate based on\na number of factors beyond our control, including changes in supply and demand, general economic conditions, labor costs, fuel-related\ndelivery costs, competition, import duties, excises and other indirect taxes, currency exchange rates, and government regulation. However,\ndue to the highly competitive nature of the industries in which we operate and the cost consciousness of our customers and third-party\npayors, we may be unable to pass along cost increases for key components or raw materials through higher prices to our customers. If\nthe cost of key components or raw materials increases and we are unable to fully recover these increased costs through price increases\nor offset these increases through other cost reductions, we could experience lower margins and profitability. Significant increases in\nthe prices of raw materials that cannot be recovered through productivity gains, price increases, or other methods could adversely affect\nour business, results of operations, and financial condition.\n\n \n\n**If\nwe or our present and future R&D partners are unable to adequately protect their respective intellectual property rights, we may\nnot be able to compete effectively.**\n\n \n\nPart\nof our success depends on and will continue to be dependent on our and our present and future R&D partners’ ability to protect\nproprietary rights to technologies used in certain of our products and to rely on patents and trade secrets to establish and maintain\nproprietary rights in our technology and current and future products. However, these legal means afford only limited protection and may\nnot adequately protect our or our present and future R&D partners’ rights or permit us to gain or keep a competitive advantage.\nPatents and patent applications we may have in the future may not be sufficient or broad enough to prevent competitors from introducing\nsimilar products into the market.\n\n \n\n8\n\n \n\n \n\nOur\nor our present and future R&D partners’ patents or attempts to enforce them may not be upheld by the courts and the damages\nor other remedies awarded if we were to prevail in upholding such patents may not be commercially meaningful. Efforts to enforce any\nof our or our present and future R&D partners’ proprietary rights could be time-consuming and expensive, which could adversely\naffect our business and prospects and divert management’s attention.\n\n \n\nFurthermore,\nthe issuance of a patent, while presumed valid and enforceable, is not conclusive as to its validity or its enforceability and it may\nnot provide us with adequate proprietary protection or competitive advantages against competitors with similar products. Competitors\nmay also be able to design around the patents possessed by our present and future R&D partners or the ones that we may have in the\nfuture. Other parties may develop and obtain patent protection for more effective technologies, designs or methods. In addition, we may\nnot be able to prevent the unauthorized disclosure or use of our technical knowledge or trade secrets by consultants, vendors, former\nemployees and current employees.\n\n \n\nPatent\nrights are territorial, and patent protection extends only to those countries where we have issued patents. Filing, prosecuting, and\ndefending patents on our products and product candidates in all countries and jurisdictions throughout the world would be prohibitively\nexpensive and their litigation processes differ. Competitors may successfully challenge or avoid our patents or manufacture products\nin countries where we have not applied for patent protection. Changes in the patent laws in Singapore or other countries may diminish\nthe value of our patent rights. As a result of these and other factors, the scope, validity, enforceability, and commercial value of\nour and our present and future R&D partners’ present and future patent rights are uncertain and unpredictable.\n\n \n\nThe\npatent positions of life sciences companies and research institutions involve complex legal and factual questions, and, therefore, the\nissuance, scope, validity, and enforceability of any patent claims that we and our present and future R&D partners may obtain cannot\nbe predicted with certainty. Patents, if issued, may be challenged, deemed unenforceable, invalidated, or circumvented. A third-party\nmay submit prior patents, or we may become involved in opposition, derivation, reexamination, interparty review, post-grant review, supplemental\nexamination, or interference proceedings challenging our patent rights or the patent rights of our licensors or development partners.\nThe costs of defending or enforcing our proprietary rights in these proceedings can be substantial, and the outcome can be uncertain.\nAn adverse determination in any such submission or proceeding could reduce the scope of, or invalidate, our patent rights, allow third\nparties to commercialize our technology or products and compete directly with us, or reduce our ability to manufacture or commercialize\nproducts. Furthermore, if the scope or strength of protection provided by our patents and patent applications is threatened, it could\ndiscourage companies from collaborating with us to license, develop, or commercialize current or future products. The ownership of our\nproprietary rights could also be challenged.\n\n \n\nOur\nand our present and future R&D partners’ ability to enforce our respective intellectual property rights depends on the ability\nto detect infringement. It is difficult to detect infringers who do not advertise the components that are used in their products. Moreover,\nit may be difficult or impossible to obtain evidence of infringement in a competitor’s or potential competitor’s product,\nparticularly in litigation in countries that do not provide an extensive discovery procedure.\n\n \n\n**Our\nmaggot-based chronic wound care products are not currently protected by any pending patent application nor any unexpired patent. Currently,\nthe substantial majority of our net revenue is derived from the sale of maggot-based chronic wound care productions and such products\nmay be subject to competition from the sale of substantially equivalent products that could adversely affect our business and operations.**\n\n \n\nOur\nmaggot-based chronic wound care products, from which we derived 71.2% of our revenue for the year ended December 31, 2024, 88.6% of our\nrevenue for the year ended December 31, 2025, have no patent protection, and therefore, in order to continue to obtain commercial benefits\nfrom them, we will rely on product manufacturing trade secrets, know-how, and related non-patent intellectual property, such\nas potential regulatory rights that would require various resources to separately obtain. The effect of our maggot-based chronic wound\ncare products’ lack of patent protection depends, among other things, upon the nature of the market and the position of our products\nin the market from time to time, the size of the market, the complexities and economics of manufacturing a competitive product and applicable\nregulatory approval requirements. In the event that competition develops substantially equivalent products, this competition could have\na material adverse effect on our business, financial condition, and operating results. Trade secret protection is effective only against\nwrongful acquisition, use, or disclosure of confidential information. A competitor can avoid a claim of trade secret misappropriation\nby showing independent development without use of a trade secret owner’s information; however, this typically requires some time,\neffort, and financial resources to develop independently. The entrance into the market of a product substantially equivalent to our maggot-based\nchronic wound care products may erode our product’s market share, which may have a material adverse effect on our business, financial\ncondition, and results of operations.\n\n \n\n9\n\n \n\n \n\n**We\nmay be found to infringe on or violate the intellectual property rights of others.**\n\n \n\nWe\nmay not have identified all patents, published applications or published literature that affect our business either by blocking our ability\nto commercialize our products or R&D candidates, by preventing the patentability of one or more aspects of our products or R&D\ncandidates to us or our licensors, or by covering the same or similar technologies that may affect our ability to market our products\nand R&D candidates. For example, we (or the licensor of a product or R&D candidate to us) may not have conducted a patent clearance\nsearch sufficient to identify potentially obstructing third party patent rights. Similarly, publication of discoveries in the scientific\nor patent literature often lags behind actual discoveries. We cannot be certain that we or our licensors were the first to invent, or\nthe first to file, patent applications covering our products and candidates. We also may not know if our competitors filed patent applications\nfor technology covered by our pending applications or if we were the first to invent the technology that is the subject of our patent\napplications. Competitors may have filed patent applications or received patents and may obtain additional patents and proprietary rights\nthat block or compete with our patents. Such third parties, including customers, may in the future assert claims or initiate litigation\nrelated to exclusive patent, copyright, trademark, and other intellectual property rights to technologies and related standards that\nare relevant to us, our operations, and our products. These assertions may emerge over time as a result of our growth and the general\nincrease in the pace of patent claim assertions.\n\n \n\nBecause\nof the existence of a large number of patents in the industries we operate, the secrecy of some pending patent applications and the rapid\nrate of issuance of new patents, we believe that it is not economically practical or even possible to determine in advance whether a\nproduct or any of its components is completely free of infringement of the patent rights of others even when we take reasonably objective\nsteps to determine what relevant patent rights might exist and, if so, to evaluate such patent rights relative to our proposed and actual\nproducts and methods with patent counsel.\n\n \n\nThe\nasserted claims or initiated litigation can include claims against us or our manufacturers, suppliers or customers alleging infringement\nof their proprietary rights with respect to our existing or future products or components of those products. We may not have sufficient\nresources to bring these actions to a successful conclusion. In addition, intellectual property litigation or claims could force us to\ncease developing, selling or otherwise commercializing one or more of our products; to pay substantial damages for past use of the asserted\nintellectual property; to obtain a license from the holder of the asserted intellectual property, which may not be available on reasonable\nterms, if at all; and redesign, or rename in the case of trademark claims, our product(s) to avoid such third party rights, which may\nnot be possible or which could be costly and time-consuming. Any of these risks coming to fruition could have a material adverse effect\non our business, results of operations, financial condition, and prospects. Regardless of the merit of these claims, they can be time-consuming,\nresult in costly litigation and diversion of technical and management personnel, or require us to develop a non-infringing technology\nor enter into license agreements. Where claims are made by customers, resistance even to unmeritorious claims could damage customer relationships.\nThere can be no assurance that licenses will be available on acceptable terms and conditions, if at all, or that our indemnification\nby our suppliers will be adequate to cover our costs if a claim were brought directly against us or our customers. Furthermore, because\nof the potential for high court awards that are not necessarily predictable, and the resources required to engage in a full defense of\nsuch allegations, it is not unusual to find even arguably unmeritorious claims settled for significant amounts. If any infringement or\nother intellectual property claim made against us by any third party is successful, or if we fail to develop non-infringing technology\nor license the proprietary rights on commercially reasonable terms and conditions, our business could be materially and adversely affected.\n\n \n\n**We\nare subject to various governmental regulations relating to the labeling, marketing and sale of our products.**\n\n \n\nGovernment\nregulations by the Health Sciences Authority of Singapore, or HSA, and similar agencies in other countries and regions is a significant\nfactor in the development, manufacturing and marketing of our products and in the acquisition or licensing of new products. Complying\nwith government regulations is often time-consuming and expensive and may involve delays or actions adversely impacting the marketing\nand sale of our current or future products.\n\n \n\nFollowing\ninitial regulatory approval or clearance of any products that we or our R&D partners may develop, we and/or our R&D partners\nwill be subject to continuing regulatory review, including, but not limited to, appropriate establishment registration and product listing\nrequirements; regulations governing the methods used in, and the facilities and controls used for, the design, manufacture, packaging,\nlabeling, storage, installation, and servicing of finished devices, drugs and/or biologics, as applicable; labeling requirements; and\nadverse event reporting regulations.\n\n \n\n10\n\n \n\n \n\nFailure\nto comply with applicable regulatory requirements can result in, among other things, the HSA or other governmental authorities:\n\n \n\n \n●\nimposing\nfines and penalties on us;\n\n \n \n \n\n \n●\npreventing\nus from manufacturing or selling our products;\n\n \n \n \n\n \n●\ndelaying\nor denying pending applications for approval or clearance of our products or of new uses or modifications to our existing products,\nor withdrawing or suspending current approvals or clearances;\n\n \n \n \n\n \n●\nordering\nor requesting a recall of our products;\n\n \n \n \n\n \n●\nissuing\nwarning letters;\n\n \n \n \n\n \n●\nimposing\noperating restrictions, including a partial or total shutdown of production or investigation of any or all of our products;\n\n \n \n \n\n \n●\nrefusing\nto permit the import or export of our products;\n\n \n \n \n\n \n●\ndetaining\nor seizing our products;\n\n \n \n \n\n \n●\nobtaining\ninjunctions preventing us from manufacturing or distributing any or all of our products;\n\n \n \n \n\n \n●\ncommencing\ncriminal prosecutions or seeking civil penalties; and\n\n \n \n \n\n \n●\nrequiring\nchanges in our advertising and promotion practices.\n\n \n\nDistribution\nof our products is subject to extensive government regulation. These regulations, including the requirements for marketing authorizations\nor product licenses necessary to bring a medical product to market, the time required for regulatory review and the sanctions imposed\nfor violations, vary from country to country. We do not know whether we will obtain the marketing authorizations or product licenses\nnecessary to market our products in such countries or that we will not be required to incur significant costs in obtaining or maintaining\nthese regulatory approvals.\n\n \n\n**Delays\nin or changes to the clearance and approval processes or ongoing regulatory requirements from HSA or other regulatory authorities could\nmake it more difficult for us to obtain clearance or approval of new products or comply with ongoing requirements.**\n\n \n\nNew\ngovernment regulations may be enacted and changes in the relevant regulatory authorities’ policies and regulations and their interpretation\nand enforcement could prevent or delay regulatory clearance or approval of new products. We cannot predict the likelihood, nature, or\nextent of adverse government regulation that may arise from future legislation or administrative action, either in Singapore or abroad.\nTherefore, we do not know whether we or our present and future R&D partners will be able to continue to comply with such regulations\nor whether the costs of such compliance will have a material adverse effect on our business. Changes could, among other things, require\ndifferent labeling, monitoring of patients, interaction with physicians, education programs for patients or physicians, curtailment of\nnecessary supplies, or limitations on product distribution.\n\n \n\nThese\nchanges could have an adverse effect on our business, and specifically, on the sales of affected products. The evolving and complex nature\nof regulatory science and regulatory requirements, the broad authority and discretion of the relevant regulatory authorities, and the\ngenerally high level of regulatory oversight results in a continuing possibility that from time to time, we will be adversely affected\nby regulatory actions despite ongoing efforts and commitment to achieve and maintain full compliance with all regulatory requirements.\nIf we or our present and future R&D partners are not able to maintain regulatory compliance, we may not be permitted to market our\nproducts and our business would suffer.\n\n \n\n**Failure\nto obtain or maintain adequate reimbursement or insurance coverage for medical products, if any, could limit our ability to market those\nproducts and decrease our ability to generate revenue. Changes in reimbursement policies and regulations by governmental or other third-party\npayors may have an adverse impact on the use of our products.**\n\n \n\nThe\npricing, coverage, and reimbursement of our products, if any, must be sufficient to support our commercial efforts and other development\nprograms, and the availability and adequacy of coverage and reimbursement by third-party payors, including governmental and private insurers,\nare essential for most patients to be able to afford medical treatments. Sales of our products depend substantially, both domestically\nand abroad, on the extent to which the costs of our products, if any, will be paid for or reimbursed by health maintenance, managed care,\nand similar healthcare management organizations, or government payers and private payers. If coverage and reimbursement are not available,\nor are available only in limited amounts, we may have to subsidize or provide medical products for free or we may not be able to successfully\ncommercialize our products.\n\n \n\n11\n\n \n\n \n\nThe\nability of our customers to obtain appropriate reimbursement for products and services from third-party payors is critical to the success\nof our business because reimbursement status affects which products our customers purchase. In addition, our ability to obtain reimbursement\napproval in foreign jurisdictions may affect our ability to expand our product offerings internationally. In addition, changes in healthcare\nsystems in Singapore or other countries where we currently offer or intend to offer products in a manner that significantly reduces reimbursement\nfor procedures using our products or denies coverage for these procedures would also have an adverse impact on the acceptance of our\nproducts and the prices which our customers are willing to pay for them.\n\n \n\nMoreover,\nincreasing efforts by governmental and private payers in Singapore and abroad to limit or reduce healthcare costs may result in restrictions\non coverage and the level of reimbursement for new medical products and, as a result, they may not cover or provide adequate payment\nfor our products. We expect to experience pricing pressures in connection with our products due to the increasing trend toward managed\nhealthcare, including the increasing influence of health maintenance organizations and additional legislative changes. The downward pressure\non healthcare costs in general, and prescription drugs or biologics in particular, has and is expected to continue to increase in the\nfuture. As a result, profitability of our current or future products may be more difficult to achieve.\n\n \n\n**If\nour employees, distributors, customers, suppliers or other business partners engage in illegal, fraudulent, improper or unethical conduct,\nsuch as bribery and corruption, we may be subject to potential liability and negative publicity, and our reputation as well as business\ncould be harmed.**\n\n \n\nWe\nare exposed to the risk that our employees, distributors, customers, suppliers, or other business partners we have contracted may engage\nin illegal, fraudulent, improper or unethical conduct. Misconduct by these individuals and institutions could include intentional, reckless\nand/or negligent conduct that violates the relevant laws and regulations, including those requiring the reporting of true, complete and\naccurate information and data to regulatory authorities and those relating to data privacy and security, product quality, efficacy claims\nand manufacturing standards, and other relevant laws and regulations in Singapore and other countries. Such misconduct could also involve\nfraud, corruption, bribery (such as offering or accepting kickbacks and rebates that may constitute bribery), tax evasion and other illegal\npractices. In addition, our business partners such as medical institutions and distributors may be subject to greater regulatory scrutiny\nin their sales and operations and in particular, in their compliance with applicable anti-bribery and tax laws and regulations.\n\n \n\nIn\nparticular, sales, marketing and other business arrangements in our industry are subject to extensive laws and regulations intended to\nprevent fraud, bribery, misconduct, kickbacks, self-dealing and other abusive practices. In recent years, regulatory scrutiny and enforcement\nin sales, marketing and other business arrangements involving medical institutions, such as hospitals and aesthetic medicine service\nproviders, have increased, and regulations in our industry or those of our business partners may further tighten in the future. We could\nbe potentially liable for actions taken by our employees, distributors, customers, suppliers or other business partners that violate\nanti-bribery, anti-corruption and other related laws and regulations in Singapore or other countries as well as suffer from negative\npublicity associated with these actions, over which we may not have full control. Our employees or other third parties may fail to comply\nwith such laws and regulations, and the relevant government authorities with discretion may interpret the laws and regulations in a way\ninconsistent with our understanding, both of which may expose us to potential risks and penalties. Although we had not been subject to\nfines or penalties for any breach of such laws and regulations in the past, we cannot assure you that there will not be any such fines\nor penalties imposed on us in the future. The risk of breaches by our employees, distributors, customers, suppliers or other business\npartners, whether intentionally or inadvertently, could also potentially be higher in light of the recent regulatory scrutiny. We may\nnot be able to identify and deter any misconduct by such foregoing persons, and the precautions we take to detect and prevent such misconduct\nmay not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other\nactions or lawsuits stemming from a failure to be in compliance with such laws or regulations. If any such actions are instituted against\nus, and we are not successful in defending ourselves or asserting our rights, those actions could severely disrupt our business operations,\nor result in failure to continue the marketing and sales of our products and obtain regulatory approval for our product candidates.\n\n \n\nThe\ngovernment authorities may seize the products involved in any illegal or improper conduct by our employees and other third parties, and\nwe may be subject to claims, fines or suspension of our operations. Our brands and reputation, business, results of operations and financial\nposition could be adversely affected if we are associated with any potential liabilities as well as negative publicity as a result of\nillegal, fraudulent, improper or unethical conduct, or allegations of such, by our employees and other business partners.\n\n \n\n12\n\n \n\n \n\n**Defects,\nfailures or quality issues associated with our products could materially adversely affect our reputation, business, results of operations\nand financial condition.**\n\n \n\nQuality\nis extremely important to us and our customers due to the serious and costly consequences of product failure. Quality and safety issues\nmay occur with respect to any of our products, and our future operating results will depend on our ability to maintain an effective quality\ncontrol system and effectively train and manage our workforce with respect to our quality system. The development, manufacture and control\nof medical products are subject to extensive and rigorous regulation by numerous government agencies, including the HSA and similar foreign\nagencies. Compliance with these regulatory requirements is subject to continual review and is monitored rigorously through periodic inspections\nby the HSA and foreign regulatory authorities. The HSA and foreign regulatory authorities may also require post-market testing and surveillance\nto monitor the performance of products cleared or approved for use in their jurisdictions. Our manufacturing facilities and those of\nour suppliers are also subject to periodic regulatory inspections. If the HSA or other regulatory authorities were to conclude that we\nor our suppliers have failed to comply with any of these requirements they could institute a wide variety of enforcement actions, ranging\nfrom a public warning letter to more severe sanctions, such as product recalls or seizures, withdrawals, monetary penalties, consent\ndecrees, injunctive actions to halt the manufacture or distribution of products, import detentions of products, export restrictions,\nrestrictions on operations or other civil or criminal sanctions. Civil or criminal sanctions could be assessed against our officers,\nemployees, or us. Any adverse regulatory action, depending on its magnitude, may restrict us from effectively manufacturing, marketing,\nand selling our products.\n\n \n\nRelatedly,\nwe could face product liability lawsuits or other similar proceedings relating to actual or alleged injuries, defects, deficiencies,\nfailures, and/or representations relating to our products that could fall outside of the scope of our contractual indemnities. We do\nnot have, and do not anticipate obtaining, contractual indemnification from parties supplying raw materials or parties marketing the\nproducts we sell. In any event, indemnification from the manufacturers of our products or from any other party is limited by the terms\nof the indemnity and by the creditworthiness of the indemnifying party. A successful product liability claims or other applicable claim\nor series of claims brought against us could result in judgments, fines, damages and liabilities that could have a material adverse effect\non our business. We may incur significant expense investigating and defending these claims, even if they do not result in liability.\nMoreover, even if no judgments, fines, damages or liabilities are imposed on us, our reputation could suffer as a result of any such\nclaim, which could have a material adverse effect on our business.\n\n \n\nAs\nof the date of this Annual Report, we had not obtained the relevant product liability insurance for our commercialized wound care product\nand are currently exploring the possibility of obtaining a product liability insurance for such product. Product liability\ninsurance for the healthcare industry may become prohibitively expensive, to the extent it is available at all. We may not be able to\nmaintain such insurance, should we decide to acquire it in the future, on acceptable terms or be able to secure increased coverage as\ncommercialization of our products progresses, nor can we be sure that existing or future claims against us will be covered by such product\nliability insurance. In the event that we do not have adequate insurance or contractual indemnification, product liability claims relating\nto defective products could have a material adverse effect on our business.\n\n \n\nIn\naddition, we cannot predict the results of future legislative activity or future court decisions, any of which could increase regulatory\nrequirements, subject us to government investigations or expose us to unexpected litigation. Any regulatory action or litigation, regardless\nof the merits, may result in substantial costs, divert management’s attention from other business concerns and place additional\nrestrictions on our sales or the use of our products. In addition, negative publicity, including regarding a quality or safety issue,\ncould damage our reputation, reduce market acceptance of our products, cause us to lose customers and decrease demand for our products.\nAny actual or perceived quality issues may also result in issuance of physician’s advisories against our products or cause us to\nconduct voluntary recalls. Any product defects or problems, regulatory action, litigation, negative publicity or recalls could disrupt\nour business and have a material adverse effect on our business, results of operations and financial condition.\n\n \n\n**Failure\nto maintain effective pricing strategies and any downward changes in the pricing of our products could have a significant adverse effect\non our business and results of operations.**\n\n \n\nWe\ntypically price our products by considering various factors, including market demand for products, our costs and expenses, different\nproduct line positioning, prices of competing products or treatments, the overall competitive landscape, and the level of local economic\ndevelopment. However, our pricing strategies may not always be effective and competitive, which may impact our ability to capture market\ndemand and generate revenue.\n\n \n\nFurthermore,\nif our customers gain more bargaining power, they may demand a lower price from us, which would reduce our profitability. Also, if medical\ninstitutions seek to lower the prices of our products and reduce the profitability of our distributors, our distributors may have less\nincentive to purchase and promote our products, and we may need to lower the order price we set for our distributors. Additionally, with\nthe introduction of our new or competing products, or with voluntary price cuts by our competitors, we may be forced to lower the prices\nfor our products.\n\n \n\n13\n\n \n\n \n\nIf\nthe prices of our products decline due to the aforementioned factors, and if we are unable to mitigate the adverse effects of such price\nreduction without incurring substantial expenses to improve our products, our net profit margin may decrease accordingly. If our products\nexperience downward pricing pressures, we cannot guarantee that we can sustain our gross profit margin levels. Any decrease in our product\nprices or decline in our gross profit margins in the future could materially and adversely affect our business, profitability, financial\ncondition, and results of operations.\n\n \n\n**We\nrely on third parties to manufacture and supply our products, and we may encounter delays or incur additional costs when we add/replace\nmanufacturers and suppliers for our products.**\n\n \n\nIn\n2023, we established our cosmeceuticals business. As of the date of this Annual Report, we have three commercialized cosmeceutical products,\nnamely, MEND Skin Restoration Balm, ENDURE Muscle Energy Cream and Activ Labs Cool Relief Muscle Patch. For MEND Skin Restoration Balm,\nwe commissioned a Singapore-based original equipment manufacturer, or OEM, of skincare products to create the formulation and manufacture\nthe substantially finished products, which are packaged in our own facility. For ENDURE Muscle Energy Cream, we have contracted with\na Singapore-based pharmaceutical company to create the formula and manufacture the finished products for us in its own manufacturing\nfacility. For Activ Labs Cool Relief Muscle Patch, we have contracted with an OEM based in mainland China specializing in producing medical\nand non-medical external preparations to create the formula for and manufacture the products.\n\n  \n\nWhile\nour existing manufacturer partners have generally met our demand requirements on a timely basis, their ability and willingness to continue\nto do so going forward may be limited for several reasons, including if any of our manufacturers’ facilities suffer damage or a\nforce majeure event, our relative importance as a customer to each manufacturer or their inability to manufacture our products. An interruption\nin our cosmeceuticals business could occur if we encounter delays or difficulties in securing these manufactured products if we cannot\nobtain an acceptable substitute.\n\n \n\nThe\nprocess of identifying alternative manufacturing facilities for any other reason could be time-consuming and expensive, may result in\ninterruptions in our operations and product delivery, and could affect the performance specifications of our products. If we are required\nto change any of our contract manufacturers, we will be required to verify that the new manufacturer maintains facilities, procedures\nand operations that comply with our quality and applicable regulatory requirements, which could further impede our ability to manufacture\nour products in a timely manner. We cannot assure you that we will be able to identify and engage alternative contract manufacturers\non similar terms or without delay. The occurrence of any of these events could harm our ability to meet the demand for our products in\na timely and cost-effective manner, which could have a material adverse effect on our business, financial condition and results of operations.\n\n \n\n**Negative\npublicity involving us, the industry we operate in, our brands and products, our shareholders, directors, officers, or employees, as\nwell as distributors, suppliers or other parties we collaborate with, could have an adverse effect on our business and reputation.**\n\n \n\nThe\ncosmeceutical industry and cosmeceutical products, including skincare products, have from time to time been subject to negative media\ncoverage or other negative publicity, which could affect our reputation and the confidence in our brands and products. Any negative publicity\nconcerning the industry, whether or not directly related to us, could negatively impact our reputation and business. For example, the\nmanufacturing, sales, distribution, or adoption of suboptimal quality products, unlicensed products, or products failing to meet relevant\nregulatory requirements may result in negative implications for the industry as a whole, which may have an adverse impact on our reputation\nand business. Additionally, our products may be perceived to cause severe adverse reactions if competing products or treatments containing\nthe same or similar ingredients or materials used for our products cause or are perceived to have caused severe adverse reactions.\n\n \n\nFurthermore,\nnegative media coverage and publicity about us, our shareholders, directors, officers, and employees, as well as distributors, suppliers\nor other parties we collaborate with, may threaten our reputation and disrupt our business operations. We may be required to devote significant\ntime and resources and incur substantial costs to defend against such negative publicity, which may materially and adversely affect our\nbusiness and results of operations.\n\n \n\n**Any\nnegative publicity or misconduct regarding the key opinion leaders, or KOLs, that promote our products could also adversely affect our\nbusiness.**\n\n \n\nWe\ncollaborate with KOLs in relation to our marketing activities, but we cannot assure you that their endorsements will remain\neffective and compatible with the messages that our brands and products aim to convey. Any deterioration in the image or misconduct of\nthe KOLs, including inappropriate speech, unethical behavior, non-compliance with relevant laws and regulations, or being banned from\nconducting marketing activities, could have a significant impact on our brands and subsequently the sales of our products. In the event\nthat we need to replace the KOLs, we may not be able to find suitable candidates in a timely manner, which could disrupt our marketing\nplans or incur additional costs.\n\n \n\n14\n\n \n\n \n\nIf\nany of these situations occur, our business, financial condition, and results of operations could be materially and adversely affected.\nAdditionally, any legal actions, including litigation to enforce our rights to our brand names, may involve significant costs and divert\nour limited resources. Any negative publicity or unauthorized use of our brand names by third parties may adversely affect the value\nof our brand names, reputation, and business.\n\n \n\n**We\nare dependent on our key management and skilled personnel for our continued success and growth.**\n\n \n\nWe\nattribute our success and growth to-date largely to the contributions and expertise of our directors and executive officers, all of whom\nhave extensive experience in our business or relevant industries. Dr. Ronald A. Sherman, our Medical and Scientific Director,\nis instrumental in our continued success, formulating business strategies and spearheading the growth of our business. He\npossesses extensive industry and scientific knowledge, has established good relationships with customers, suppliers, technology partners\nand medical institutions, among others. He is supported by our executive officers, who play an important role in implementing our overall\nbusiness strategy, managing our operations and executing our corporate development activities. Mr. David Quek Yong Qi, or Mr. Quek. our\nCEO and a director, has a crucial role in the management of our employees. Before joining us, he held various managerial positions in\npublicly listed companies. He has a deep understanding of our business operations and is responsible for fostering relationships with\nour business partners and making strategic business decisions for us.\n\n \n\nHowever,\nthere is no assurance that we will be able to continue to retain the services of our key personnel. The resignation or the loss of the\nservices of, Mr. Quek or any of our directors, executive officers or other key personnel without suitable and timely replacement or the\ninability to attract and retain qualified management personnel, may materially and adversely affect our business, results of operations\nand prospects. Further, in the event that we need to increase employee compensation levels substantially to attract and/or retain any\nkey management personnel, our costs may increase, and our results of operations may be materially and adversely affected.\n\n \n\nOur\ncontinued success and growth are also dependent upon our ability to recruit and retain skilled and qualified personnel. Skilled personnel\nwith the appropriate experience in our industries are limited and competition for the employment of such personnel is intense. Even though\nwe intend to continue to devote significant resources to recruit, train and retain such personnel, there is no assurance that we will\nbe able to attract the necessary skilled personnel to work for us or that we will be able to retain the skilled personnel or that suitable\nand timely replacements can be found for skilled personnel who leave us. Further, competition for skilled and qualified employees may\nresult in us having to pay higher wages to attract and retain our employees, which may result in higher labor costs and materially and\nadversely affect our results of operations. If we are unable to continue to attract and retain skilled employees, this will adversely\naffect our business and prospects.\n\n \n\n**We\nare exposed to foreign exchange risks.**\n\n \n\nWe\nhave transactional currency exposure arising from purchases that are denominated in a currency other than our functional currencies.\nFor the years ended December 31, 2024 and 2025, 100.0% of our revenue were denominated in S$. For the years ended December 31, 2024 and\n2025, approximately 0.0 % of our purchases were denominated in foreign currencies including USD, MYR and RMB. To the extent that our\nrevenue, purchases and operating costs are not sufficiently matched in the same currency and to the extent that there are timing differences\nbetween receipt and payment, we will be exposed to any adverse fluctuation in exchange rates. As a result, our earnings may be adversely\naffected.\n\n \n\n**We\nare exposed to risks associated with joint ventures or strategic alliances.**\n\n \n\nWe\nmay seek opportunities for growth through acquisitions, joint ventures, investments and partnerships. We have entered into various joint\nventure agreements with local partners in countries like Saudi Arabia. There is no assurance that any of these efforts will be successful.\nThe acquisitions and investments that we may make, or joint ventures and partnerships that we may enter into, may expose us to additional\nbusiness or operating risks or uncertainties, including but not limited to the following:\n\n \n\n \n●\nour\ninability to effectively integrate and manage the acquired businesses;\n\n \n \n \n\n \n●\nour\ninability to exert control over the actions of our joint venture partners, including any non-performance, default or bankruptcy of\nthe joint venture partners;\n\n \n\n15\n\n \n\n \n\n \n●\ntime\nand resources expended to coordinate internal systems, controls, procedures and policies;\n\n \n \n \n\n \n●\ndisruption\nto ongoing business and diversion of our management’s time and attention from its day-to-day operations and other business\nconcerns;\n\n \n \n \n\n \n●\nrisk\nof entering markets that we may have no or limited prior experience or dealing with new counterparties;\n\n \n \n \n\n \n●\npotential\nloss of key employees and customers of our existing business and acquired businesses;\n\n \n \n \n\n \n●\nrisk\nthat an investment or acquisition may reduce our future earnings; and\n\n \n \n \n\n \n●\nexposure\nto unknown liabilities.\n\n \n\nIf\nthere are disagreements between us and our joint venture partners regarding the business and operations of our joint ventures, there\nis no assurance that we will be able to resolve them in a manner that will be favorable to us. In addition, such joint venture partners\nmay (i) have economic or business interests or goals that are inconsistent with ours; (ii) take actions contrary to our instructions,\nrequests, policies or objectives; (iii) be unable or unwilling to fulfill their obligations; (iv) have financial difficulties; or (v)\nhave disputes with us as to the scope of their responsibilities and obligations. Any of these and other factors may adversely affect\nthe business and operations of our joint ventures, which may in turn adversely affect our business, results of operations, financial\nposition and prospects.\n\n \n\nIf\nwe are unable to successfully implement our growth strategy or are unable to address the risks associated with our acquisitions, joint\nventures, investments and partnerships, or if we encounter unforeseen difficulties, complications or delays frequently encountered in\nconnection with the integration of acquired businesses and the expansion of operations, or fail to achieve acquisition synergies, our\nbusiness, results of operations, financial position and prospects may be materially and adversely affected.\n\n \n\n**Adverse\nconditions in the global financial markets and the general economy may adversely affect our business, results of operations, financial\nposition and prospects.**\n\n \n\nWhile\nour current business primarily operates in Singapore, our business, prospects, financial position and results of operations may be adversely\naffected by political, economic, social and legal developments in Singapore and globally that are beyond our control. Such political\nand economic uncertainties include, but are not limited to, the risks of war, terrorism, changes in interest rates, rates of economic\ngrowth, fiscal and monetary policies of the government, inflation, deflation, methods of taxation and tax policy, unemployment trends,\nand other matters that influence consumer confidence, spending and tourism.\n\n \n\nFurther,\nnegative developments in geo-political events such as the US-China trade issues may bring uncertainty to the global economy. Any of such\nissues may lead to retaliatory and/or threat of retaliatory measures being imposed on the relevant countries. This may lead to volatility\nin the financial markets. The nature and extent of such changes are difficult to predict and may bring uncertainty to the global economy\nand/or political environment. There is no assurance that we will be able to grow our business, or that we will be able to react promptly\nto any change in economic conditions. If we fail to react promptly to the changing economic conditions, our performance and profitability\ncould be adversely affected. Our business, financial position, results of operations and prospects may be materially and adversely affected\nif these conditions deteriorate in the future.\n\n \n\n**We\ncannot give assurance that our future plans will be successful.**\n\n \n\nOur\nfuture plans include market expansion through strategic partnerships, expansion of product portfolio through development and innovation\nand increasing brand awareness and strengthening brand loyalty, among others. The execution of our future plans may require substantial\ncapital expenditure, financial and management resources and/or may expose our business to unforeseen liabilities and risks associated\nwith entering into new markets or new businesses which we have no experience in. There is no assurance that such future plans will be\ncommercially successful and if we fail to manage our expansion efficiently, achieve the desired rate of return on our investments or\nexecute our plans or integrate them successfully with our business for any reason, our business, results of operations, financial position\nand prospects may be adversely affected.\n\n \n\n**We\nmay need to incur additional costs in the event of disputes, claims, defects or delays.**\n\n \n\nWe\nmay encounter disputes with our customers, suppliers and other collaborators in relation to non-compliance with contract specifications\nand defects. There can be no assurance that any such disputes and claims will not result in protracted litigation, which will have a\nnegative impact on our results of operations and financial position. In the event that our customers suffer loss and damage due to defects\nwhich may be attributable to us, they may claim against us, thereby adversely affecting our results of operations.\n\n \n\n16\n\n \n\n \n\n**We\nface risks related to heightened inflation, recession, financial and credit market disruptions and other economic conditions.**\n\n \n\nOur\nfinancial results, operations and forecasts depend significantly on worldwide economic and geopolitical conditions, the demand for\nour products, and the financial condition of our customers and suppliers. Economic weakness and geopolitical uncertainty have in the\npast resulted, and may result in the future, in reduced demand for products resulting in decreased sales, margins and earnings. In\n2022, Singapore experienced sustained heightened inflationary pressures which have continued into 2023 and 2024. According to the\nMonetary Authority of Singapore, the core inflation rate in Singapore averaged 2.7% in 2024, and 0.7% in 2025. Based on the recent\npublication from the Monetary Authority of Singapore on February, 2026, the core inflation rate in Singapore is projected to average\n1.0% to 2.0% in 2026. We may not be able to fully mitigate the impact of inflation through price increases, productivity initiatives\nand cost savings, which could have an adverse effect on our results of operations. In addition, if the Singapore economy enters a\nrecession, we may experience sales declines which could have an adverse effect on our business, operating results and financial\ncondition.\n\n \n\nSimilarly,\ndisruptions in financial and/or credit markets may impact our ability to manage normal commercial relationships with our customers, suppliers\nand creditors. Further, in the event of a recession or threat of a recession, our customers and suppliers may suffer their own financial\nand economic challenges and as a result they may demand pricing accommodations, delay payment, or become insolvent, which could harm\nour ability to meet our customer demands or collect revenue or otherwise could harm our business. An economic or credit crisis could\noccur and impair credit availability and our ability to raise capital when needed. A disruption in the financial markets could impair\nour banking or other business partners, on whom we rely for access to capital. In addition, changes in tax or interest rates in Singapore\nor other nations, whether due to recession, economic disruptions or other reasons, could have an adverse effect on our operating results.\nEconomic weakness and geopolitical uncertainty may also lead us to impair assets, take restructuring actions or adjust our operating\nstrategy and reduce expenses in response to decreased sales or margins. We may not be able to adequately adjust our cost structure in\na timely fashion, which could have an adverse effect on our operating results and financial condition. Uncertainty about economic conditions\nmay increase foreign currency volatility in markets in which we transact business, which could have an adverse effect on our operating\nresults.\n\n \n\n**We\nare subject to credit risk arising from some of our customers, and our failure to collect on accounts receivable from our customers may\nhave a material adverse effect on our business operations and financial condition.**\n\n \n\nWe\ntypically grant credit periods to our customers. As of December 31, 2024 and 2025, our net accounts receivables were S$26,389, and S$18,218\n(US$14,163), respectively. As a result, we may be exposed to credit risk. As of December 31, 2024 and 2025, we made S$49,147 and S$49,147\n(US$38,208) of allowance for current expected credit loss for our gross accounts receivable, respectively. For further information,\nplease refer to “Item 5. Operating and Financial Review and Prospects – A. Operating Results” in the report. Although\nwe have adopted a series of strict management measures, we may not be able to collect all accounts receivable due to a variety of factors\nthat are outside of our control. If the relationship between us and any of our customers or distributors is terminated or deteriorates,\nor if our customers and distributors experience financial difficulties, our corresponding accounts receivable might be adversely affected\nin terms of recoverability, and our business, financial condition and results of operations may be materially and adversely affected.\n\n \n\n**We\nrequire adequate working capital for our operations.**\n\n \n\nWe\nrequire adequate funding either from internal resources, credit from our suppliers or bank borrowings to fund the working capital of\nour business. The availability of credit and the credit terms extended to us by our suppliers could depend on factors such as the length\nof our business relationship with them, their evaluation of our creditworthiness, the size of the orders placed with them and our payment\ntrack record. Our ability to obtain adequate financing on terms which are acceptable to us depends on a number of factors such as our\nfinancial strength, our creditworthiness and our prospects, and other factors that are beyond our control, including general economic,\nliquidity and political conditions, the terms on which financial institutions are willing to extend credit to us, and the availability\nof other sources of debt financing or equity financing. If we are unable to secure adequate financing, our business, results of operations,\nfinancial position and prospects may be adversely affected.\n\n \n\n**We\nare dependent on a few of our major customers.**\n\n \n\nWe\nare dependent on our major customers which primarily consist of public and private hospitals in Singapore. For the years ended December\n31, 2024 and 2025, sales to our five largest customers collectively accounted for approximately 71.2% and 65.7%, respectively, of our\ntotal revenue, and sales to our largest customer accounted for approximately 23.8% and 28.3%, respectively, of our total\nrevenue. There is no assurance that we will be able to retain our major customers or continue to receive orders from them at current\nlevels or prices. Any material cancellations, reduction in orders or prices and/or claims for whatever reasons by any of our major customers,\nmay result in a material adverse impact on our business and results of operations.\n\n \n\n17\n\n \n\n \n\nIn\naddition, our bargaining position with our customers, such as those who transact with government bodies or agencies, may be such that\nthey may be able to modify the terms of our agreements from time to time to our detriment notwithstanding the requirement for any such\nmodification to be agreed in writing by both parties. If any of these events were to occur, our business, results of operations and financial\nposition may be adversely affected.\n\n \n\n**We\nare dependent on a few of our major suppliers.**\n\n \n\nWe\nare dependent on our major suppliers which primarily consist of those suppliers who provide raw materials used for the production of\nour MEDIFLY products or, starting from April 2023, who produce substantially finished and finished cosmeceutical products for us. For\nthe years ended December 31, 2024 and 2025, our purchases from our five largest suppliers collectively accounted for 85.4%, and 74.8%,\nrespectively, of our cost of sales, and purchases from our largest supplier accounted for approximately 67.4%, and 22.6%, respectively,\nof our total cost of sales.\n\n \n\nWe\ncannot assure you that our major suppliers will continue to supply their products in the quantities and timeframes required by us to\nmeet the needs of our customers. If our major suppliers do not supply products to us in a timely manner or in sufficient quantities,\nour business, financial condition and operating results may be materially and adversely affected. Furthermore, in the event of any delay\nin delivery of the products to us, our cashflow or working capital may be materially and adversely affected as a result of the corresponding\ndelay in delivery of our products to our customers, and hence the delay in our receipt of payment from our customers.\n\n \n\n**The\nreduction or discontinuation of government grants currently available to us may have a material adverse effect on our business operations\nand financial condition.**\n\n \n\nWe\nhave received government grants in the amount of S$41,351 and S$16,928 (US$13,160) for the years ended December 31, 2024\nand 2025, respectively, pursuant to the Jobs Support Scheme and Jobs Growth Incentive from the Inland Revenue Authority of Singapore,\nwhich is designed to support and encourage local hiring in Singapore. The amounts of and conditions attached to such government grants\nwere determined at the sole discretion of the relevant authorities.\n\n \n\nWe\ncannot assure you that we will continue to receive such government grants or that the amount of any such government grants will not be\nreduced in the future. Even if we continue to be eligible to receive such government grants, we cannot guarantee that any conditions\nattached to the grants will be as favorable to us as they have historically been. Reduction or discontinuation of these government grants\ncould adversely affect our results of operations.\n\n \n\n**Our\nhistorical growth and performance may not be indicative of our future growth and performance.**\n\n \n\nAlthough\nwe have experienced growth in the past, we may fail to continue our growth or maintain our historical growth rates. You should not consider\nour historical growth and profitability as indicative of our future financial performance. You should consider our future operations\nin light of the challenges and uncertainties that we may encounter, which include our ability to, among other things:\n\n \n\n \n●\nsuccessfully\nincrease our market share, brand recognition and reputation;\n\n \n \n \n\n \n●\ndevelop\nour infrastructure to enhance service efficiency and customer experience;\n\n \n \n \n\n \n●\nretain\nexisting customers and attract new customers;\n\n \n \n \n\n \n●\ncontinue\nto develop our technology and enhance our data insights;\n\n \n \n \n\n \n●\nadapt\nour operations to new policies, regulations and measures that may come into effect from time to time;\n\n \n \n \n\n \n●\ndeliver\ncompelling value propositions to our customers; and\n\n \n \n \n\n \n●\nexpand\ninto new jurisdictions and/or product lines.\n\n \n\nWe\ncannot assure you that we will be able to sustain our past financial performances in future periods, and we may not be able to sustain\nprofitability on a quarterly, interim or annual basis in the future. Our interim results, growth rates and profitability may not be indicative\nof our annual results or our future results. In addition, our historical interim and annual results, growth rates and profitability may\nnot be indicative of our future performance for the corresponding periods. Our Class A Ordinary Shares could be subject to significant\nprice volatility should our earnings fail to meet the expectations of investors. Any of these events could cause the price of our Shares\nto materially decrease.\n\n \n\n18\n\n \n\n \n\nMoreover,\nwhen we become a publicly-listed company, we will be required to ensure continuing compliance with the applicable laws and regulations.\nSome of these efforts to ensure compliance will require our substantial resources and compliance costs, including our rectification measures\nto make required contributions to the social insurance and the housing provident fund for certain of our employees. These compliance\ncosts will likely impact our results of operations and financial condition.\n\n \n\n**As\na part of our business strategy, we plan to expand our business operations into new geographic markets including mainland China and Hong\nKong, which could subject us to rules, regulations and influence of regulators in those jurisdictions.**\n\n \n\nAs\na part of our business strategy, we plan to expand our business operations into new geographic markets including mainland China and Hong\nKong. We have been selling our MEDIFLY products in Hong Kong since March 2023 and we are currently working with a local partner to make\nour MEDIFLY products commercially available in mainland China. Going forward, we intend to introduce additional products into both markets.\nIn addition, we have established subsidiaries in both Hong Kong and mainland China in preparation for our future business operations\nin these two regions.  \n\n \n\nThe\nPRC legal system is evolving rapidly, and the PRC laws, regulations, and rules may change quickly with little advance notice. In particular,\nbecause these laws, rules and regulations are relatively new, and because of the limited number of published decisions and the non-precedential\nnature of these decisions, the interpretation of these laws, rules and regulations may contain inconsistences, the enforcement of which\ninvolves uncertainties. The PRC government has exercised and continues to exercise substantial control over many sectors of the PRC economy\nthrough regulation and/or state ownership. Government actions have had, and may continue to have, a significant effect on economic conditions\nin the PRC and businesses which are subject to such government actions.\n\n \n\nWe\ncurrently do not generate revenue from mainland China. However, if we were to become subject to the direct intervention or influence\nof the PRC government at any time due to changes in laws or other unforeseeable reasons or as a result of our future development, expansion\nor acquisition of operations in the PRC, it may require a material change in our operations and/or result in increased costs necessary\nto comply with existing and newly adopted laws and regulations or penalties for any failure to comply. In addition, the market prices\nof our Class A Ordinary Shares could be adversely affected as a result of anticipated negative impacts of any such government actions,\nas well as negative investor sentiment towards companies subject to PRC government oversight and regulation, regardless of our actual\noperating performance. There can be no assurance that the PRC government would not intervene in or influence our operations at any time.\n\n \n\nWe\nwere not required to obtain permission from the PRC government to list on a U.S. securities exchange, however there is no guarantee that\nthis will continue to be the case in the future in relation to the continued listing of our securities on a securities exchange outside\nof the PRC, or even when such permission is obtained, it will not be subsequently denied or rescinded. Any actions by the PRC government\nto exert more oversight and control over offerings that are conducted overseas and/or foreign investments in issuers with PRC and/or\nHong Kong operations could significantly limit or completely hinder our ability to offer or continue to offer securities to investors\nand cause the value of our securities, including our Class A Ordinary Shares, to decline.\n\n \n\nIn\naddition, to operate our business in Hong Kong and mainland China, from time to time, we may be required to obtain additional permits\nor approvals from the relevant authorities. The process of obtaining these permits or approvals can be time-consuming, complex, and subject\nto uncertainties. Delays or failures in obtaining the necessary permissions or approvals could hinder our ability to operate, expand\nour business, or introduce new products. This could have a negative impact on our financial performance and prospects.\n\n \n\nAs\none of the conditions for the handover of the sovereignty of Hong Kong to China, the PRC government accepted conditions such as Hong\nKong’s Basic Law. The Basic Law ensured Hong Kong will retain its own currency, i.e. Hong Kong Dollar, legal system, parliamentary\nsystem and people’s rights and freedom for 50 years from 1997. This agreement has given Hong Kong the freedom to function with\na high degree of autonomy. Hong Kong is responsible for its own domestic affairs including, but not limited to, the judiciary and courts\nof last resort, immigration and customs, public finance, currencies and extradition. Hong Kong continues to use the English common law\nsystem.\n\n \n\n19\n\n \n\n \n\nHowever,\nif the PRC government attempts to alter its agreement to allow Hong Kong to function autonomously, this could potentially impact Hong\nKong’s common law legal system and may in turn bring about uncertainty in, for example, the enforcement of our contractual rights.\nThis could, in turn, materially and adversely affect our business and operations. Additionally, intellectual property rights and confidentiality\nprotections in Hong Kong may not be as effective as in the United States or other countries. Accordingly, we cannot predict the effect\nof future developments in the Hong Kong legal system, including the promulgation of new laws, changes to existing laws or the interpretation\nor enforcement thereof, or the preemption of local regulations by national laws. These uncertainties could limit the legal protections\navailable to us, including our ability to enforce our agreements with our customers.\n\n \n\n**We\nare a “controlled company” within the meaning of the rules of Nasdaq and, as a result, rely on exemptions from certain corporate\ngovernance requirements that provide protection to shareholders of other companies.**\n\n \n\nWe\nare a “controlled company” as defined under the rules of Nasdaq because Cuprina Holding Pte. Ltd., holds more than 50%\nof the aggregate voting power of our total issued and outstanding share capital. For so long as we remain a controlled company under\nthat definition, we are permitted to elect to rely, and will rely, on certain exemptions from corporate governance rules, including\nexemptions from the rule that a nomination and corporate governance committee composed entirely of independent directors and a\ncompensation committee composed entirely of independent directors. As a result, you will not have the same protection afforded to\nshareholders of companies that are subject to these corporate governance requirements.\n\n \n\n**Risks\nRelating to Doing Business in Singapore**\n\n \n\n**It\nmay be difficult for you to enforce any judgment obtained in the United States against us, our directors, executive officers or our affiliates.**\n\n \n\nWe\nare a company incorporated under the laws of the Cayman Islands. We conduct our operations outside the United States and, except for\ncertain of our investments, substantially all of our assets are located outside the United States. In addition, all of our directors\nand executive officers reside outside the United States. As a result, it may be difficult to enforce in the United States any judgment\nobtained in the United States against us or any of these persons, including judgments based upon the civil liability provisions of the\nU.S. securities laws. In addition, in original actions brought in courts in jurisdictions located outside the United States, it may be\ndifficult for investors to enforce liabilities based upon U.S. securities laws.\n\n \n\nEven\nif you are successful in bringing an action of this kind, the laws of the Cayman Islands, Singapore or other relevant jurisdiction may\nrender you unable to enforce a judgment against our assets or the assets of our directors and officers. For more information regarding\nthe relevant laws of the Cayman Islands and Singapore, see “Enforceability of Civil Liabilities.”\n\n \n\nIn\naddition, holders of book-entry interests in the shares (for example, where such shareholders hold shares indirectly through the DTC)\nwill be required to be registered shareholders as reflected in our register of members in order to have standing to bring a shareholder\naction and, if successful, to enforce a foreign judgment against us, our directors or our executive officers in the Singapore courts.\nAny such enforcement action would be subject to applicable Singapore laws. The administrative process of becoming a registered shareholder\ncould result in delays that could be prejudicial to any legal proceeding or enforcement action. In making a determination as to enforceability\nof a judgment of a state court or a federal court of the United States, the Singapore courts would have regard to, among others, whether\nthe judgment was final and conclusive, given by a court of law of competent jurisdiction, expressed to be for a fixed sum of money, whether\nit was procured by fraud, or in breach of principles of natural justice, or whether the enforcement thereof would be contrary to public\npolicy.\n\n \n\nAccordingly,\nthere can be no assurance that the Singapore courts would enforce against us, our directors or our executive officers, judgments obtained\nin the United States which are predicated upon the civil liability provisions of the federal securities laws of the United States.\n\n \n\n**The\nability of our subsidiary in Singapore to distribute dividends to us may be subject to restrictions under applicable laws**.\n\n \n\nWe\nare a holding company, and our primary subsidiary is located in Singapore. Part of our primary internal sources of funds to meet our\ncash needs is our share of the dividends, if any, paid by our subsidiary. The distribution of dividends to us from our subsidiary is\nsubject to restrictions imposed by the applicable laws and regulations in these markets. In addition, although there are currently no\nforeign exchange control regulations which restrict the ability of our subsidiary in Singapore to distribute dividends to us, the relevant\nregulations may be changed and the ability of our subsidiary to distribute dividends to us may be restricted in the future.\n\n \n\n20\n\n \n\n \n\n**It\nis not certain if we will be classified as a Singapore tax resident.**\n\n \n\nUnder\nthe Income Tax Act 1947 of Singapore, or the Income Tax Act, a company established outside Singapore but whose governing body, being\nthe board of directors, usually exercises de facto control and management of its business in Singapore could be considered a tax resident\nin Singapore. However, such control and management of the business should not be deemed to be in Singapore if physical board meetings\nare conducted outside of Singapore. Where board resolutions are passed in the form of written consent signed by the directors each acting\nin their own jurisdictions, or where the board meetings are held by teleconference or videoconference, it is possible that the place\nof de facto control and management will be considered to be where the majority of the board are located when they sign such consent or\nattend such conferences.\n\n \n\nWe\nbelieve that the Company, which is a Cayman Islands exempted company, is not a Singapore tax resident for Singapore income tax purposes.\nHowever, the tax residence status of the Company is subject to determination by the Inland Revenue Authority of Singapore, or IRAS, and\nuncertainties remain with respect to the interpretation of the term “control and management” for the purposes of the Income\nTax Act. If IRAS determines that the Company. is a Singapore tax resident for Singapore income tax purposes, the portion of the Company’s\nsingle company income on an unconsolidated basis that is received or deemed by the Income Tax Act to be received in Singapore, where\napplicable, may be subject to Singapore income tax at the prevailing tax rate of 17% before applicable income tax exemptions or relief.\nIf the Company is regarded as a Singapore tax resident, any dividends received or deemed received by the Company in Singapore from our\nsubsidiary located in a foreign jurisdiction with a rate of income tax or tax of a similar nature of no more than 15% may generally be\nsubject to additional Singapore income tax where there is no other applicable tax treaty between such foreign jurisdiction and Singapore.\nIncome is considered to have been received in Singapore when it is: (i) remitted to, transmitted or brought into Singapore; (ii) applied\nin or towards satisfaction of any debt incurred in respect of a trade or business carried on in Singapore; or (iii) applied to purchase\nany movable property that is brought into Singapore. In addition, as Singapore does not impose withholding tax on dividends declared\nby Singapore resident companies, if the Company is considered a Singapore tax resident, dividends paid to the holders of our Class A\nOrdinary Shares will not be subject to withholding tax in Singapore. Regardless of whether or not the Company is regarded as a Singapore\ntax resident, holders of our Class A Ordinary Shares who are not Singapore tax residents would generally not be subject to Singapore\nincome tax on gains derived from the disposal of our Class A Ordinary Shares if such shareholders do not maintain a permanent establishment\nin Singapore, to which the disposition gains may be effectively connected, and the entire process (including the negotiation, deliberation,\nexecution of the acquisition and sale, etc.) leading up to the actual acquisition and sale of our Class A Ordinary Shares is performed\noutside of Singapore. For Singapore resident shareholders, if the gain from disposal of our Class A Ordinary Shares is considered by\nIRAS as income in nature, such gain will generally be subject to Singapore income tax, and not taxable in Singapore if the gain is considered\nby IRAS as capital gains in nature. See “Taxation—Singapore Tax.”\n\n \n\n**Any\nadverse material changes to the Singapore market (whether localized or resulting from economic or other conditions) such as the occurrence\nof an economic recession, pandemic or widespread outbreak of an infectious disease (such as COVID-19), could have a material adverse\neffect on our business, results of operations and financial condition**.\n\n \n\nAny\nadverse circumstances affecting the Singapore market, such as an economic recession, epidemic outbreak or natural disaster or other adverse\nincidents may adversely affect our business, financial condition, results of operations and prospects. Any downturn in the industry which\nwe operate in resulting in the postponement, delay or cancellation of contracts and delay in recovery of receivables is likely to have\nan adverse impact on our business and profitability.\n\n \n\nUncertain\nglobal economic conditions have had and may continue to have an adverse impact on our business in the form of lower revenues due to weakened\ndemand or lower profit margins.\n\n \n\nDuring\neconomic downturns or recessions, there can be a heightened competition for our services and increased pressure to reduce our advisory\nfees as our clients may reduce their demand for our services. If we lose significant fee volume or reduce the level of our advisory fees\nsignificantly, then there could be a negative impact on our combined financial condition or results of operations, profitability and\ncash flows.\n\n \n\nReduced\navailability of credit may also adversely affect the ability of some of our clients to obtain funds for operations and capital expenditures.\nThis could additionally result in reduced or delayed collections of outstanding accounts receivable.\n\n \n\nAn\nepidemic or outbreak of communicable diseases may also adversely affect our business, financial condition, results of operations and\nprospects. Previously, the outbreak of COVID-19 in 2019 has previously resulted in a global health crisis, causing disruptions to social\nand economic activities, business operations and supply chains worldwide, including in Singapore. Measures taken by the Singapore government\nto tackle the spread of COVID-19 have included, among others, border closures, quarantine measures and lockdown measures.\n\n \n\n21\n\n \n\n \n\nFurther,\nthe continuity of our operations will partially depend on the availability of our people and office facilities and the proper functioning\nof our computer, software, telecommunications, transaction processing, and other related systems. A disaster or a disruption in the infrastructure\nthat supports our businesses, a disruption involving electronic communications or other services used by us or third parties with whom\nwe conduct business, or a disruption that directly affects our business exposure and operations in Singapore, could have a material adverse\nimpact on our ability to continue to operate our business without interruption.\n\n \n\nOur\nrevenue and profitability may be materially affected if any health epidemic or virus outbreak occurs and affected the overall economic\nand market conditions in Singapore for a prolonged period of time. Such an economic slowdown and/or negative business sentiment could\npotentially have an adverse impact on our business and operations. We are uncertain as to when a health epidemic or virus outbreak will\nbe contained, and we also cannot predict if the impact of an outbreak will be short-lived or long-lasting or when the Singapore market\nwill be able to fully recover to pre- health epidemic or virus outbreak levels. If these disruptions are for a prolonged period of time,\nor if there are further outbreaks of infectious diseases, these may have a material adverse effect on our Group’s business, financial\ncondition, results of operations, and prospects.\n\n \n\n**Risks\nRelating to Our Class A Ordinary Shares**\n\n \n\n**We\nmay not maintain the listing of our Class A Ordinary Shares on the Nasdaq which could limit investors’ ability to make transactions\nin Class A Ordinary Shares and subject us to additional trading restrictions.**\n\n \n\nIn\norder to continue listing our shares on the Nasdaq, we must maintain certain financial and share price levels and we may be unable to\nmeet these requirements in the future. We cannot assure you that our shares will continue to be listed on the Nasdaq in the future.\n\n \n\nIf\nthe Nasdaq delists our Class A Ordinary Shares and we are unable to list our shares on another national securities exchange, we expect\nour shares could be quoted on an over-the-counter market in the United States. If this were to occur, we could face significant material\nadverse consequences, including:\n\n \n\n \n●\na\nlimited availability of market quotations for our Class A Ordinary Shares;\n\n \n●\nreduced\nliquidity for our Class A Ordinary Shares;\n\n \n●\na\ndetermination that our Class A Ordinary Shares are “penny stock”, which will require brokers trading in our shares to\nadhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our\nClass A Ordinary Shares;\n\n \n●\na\nlimited amount of news and analyst coverage; and\n\n \n●\na\ndecreased ability to issue additional securities or obtain additional financing in the future.\n\n \n\nAs\nlong as our Class A Ordinary Shares are listed on the Nasdaq, U.S. federal law prevents or pre-empts the states from regulating their\nsale. However, the law does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of\nfraudulent activity, then the states can regulate or bar their sale. Further, if we were no longer listed on the Nasdaq, we would be\nsubject to regulations in each state in which we offer our shares.\n\n \n\n**Our\ncorporate actions are significantly influenced by our directors, officers and principal shareholders, who have the ability to exert significant\ninfluence over important corporate matters that require approval of shareholders while their interests may differ from those of the other\nshareholders.**\n\n \n\nPursuant\nto our memorandum and articles of association, our authorized share capital is divided into Class A Ordinary Shares and Class B Ordinary\nShares. Each Class A Ordinary Share is entitled to one vote and each Class B Ordinary Share is entitled to 10 votes at general\nmeetings of our shareholders. We have issued Class A Ordinary Shares in our IPO. Each Class B Ordinary Share is convertible into one\nClass A Ordinary Share at any time at the option of the holder thereof, while Class A Ordinary Shares are not convertible into Class\nB Ordinary Shares under any circumstances.\n\n \n\n22\n\n \n\n \n\nDue\nto the disparate voting powers attached to these two classes of ordinary shares, our directors, officers and principal shareholders hold\ndirectly and/or beneficially in aggregate 100.0% of our issued Class B Ordinary Shares, representing 65.7% of our total issued and outstanding\nshare capital immediately after our IPO and they are able to exercise 95.0% of the total voting power of our issued and outstanding\nshare capital immediately following our IPO, assuming that the underwriters do not exercise their over-allotment option to purchase additional\nClass A Ordinary Shares. You will experience further dilution to the extent that any additional Class B Ordinary Shares are issued in\nthe future. As a result, our directors, officers and principal shareholders will have considerable influence over matters such as electing\ndirectors and approving material mergers, acquisitions or other business combination transactions. This concentrated control will limit\nyour ability to influence corporate matters and could also discourage others from pursuing any potential merger, takeover or other change\nof control transactions, which could have the effect of depriving the holders of our Class A Ordinary Shares of the opportunity to sell\ntheir shares at a premium over the prevailing market price.\n\n \n\n**The\ndual-class structure of our ordinary shares may adversely affect the trading market for our Class A Ordinary Shares.**\n\n \n\nCertain\nshareholder advisory firms have announced changes to their eligibility criteria for inclusion of ordinary shares of public companies\non certain indices, including the S&P 500, that would exclude companies with multiple classes of shares and companies whose public\nshareholders hold no more than 5% of the total voting power from being added to such indices. In addition, several shareholder advisory\nfirms have announced their opposition to the use of multiple class structures. As a result, the dual-class structure of our ordinary\nshares may prevent the inclusion of our Class A Ordinary Shares in such indices and may cause shareholder advisory firms to publish negative\ncommentary about our corporate governance practices or otherwise seek to cause us to change our capital structure. Any such exclusion\nfrom stock indices could result in a less active trading market for our Class A Ordinary Shares. Any actions or publications by shareholder\nadvisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of our Class\nA Ordinary Shares.\n\n \n\n**The\ntrading price of our Class A Ordinary Shares may be volatile, which could result in substantial losses to investors.**\n\n \n\nThe\ntrading price of our Class A Ordinary Shares may be volatile and could fluctuate widely due to factors beyond our control. This may happen\nbecause of the broad market and industry factors, like the performance and fluctuation of the market prices of other companies with business\noperations located mainly in Singapore that have listed their securities in the United States. In addition to market and industry factors,\nthe price and trading volume for our shares may be highly volatile for factors specific to our own operations, including the following:\n\n \n\n \n●\nfluctuations\nin our revenues, earnings and cash flow;\n\n \n●\nchanges\nin financial estimates by securities analysts;\n\n \n●\nadditions\nor departures of key personnel;\n\n \n●\nrelease\nof lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; and\n\n \n●\npotential\nlitigation or regulatory investigations.\n\n \n\nAny\nof these factors may result in significant and sudden changes in the volume and price at which our shares will trade.\n\n \n\n**If\nsecurities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations\nregarding our Class A Ordinary Shares, the market price for our Class A Ordinary Shares and trading volume could decline.**\n\n \n\nThe\ntrading market for our shares will be influenced by research or reports that industry or securities analysts publish about our business.\nIf one or more analysts downgrade our shares, the market price for our shares would likely decline. If one or more of these analysts\ncease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could\ncause the market price or trading volume for our shares to decline.\n\n \n\n**The\nsale or availability for sale of substantial amounts of our Class A Ordinary Shares could adversely affect their market price.**\n\n \n\nSales\nof substantial amounts of our Class A Ordinary Shares in the public market, or the perception that these sales could occur, could adversely\naffect the market price of our Class A Ordinary Shares and could materially impair our ability to raise capital through equity offerings\nin the future. The 3,000,000 Class A Ordinary Shares sold in our IPO closed in April 2025 and 450,000 over-allotment Class A Ordinary\nShares sold in May 2025 are freely tradable without restriction or further registration under the Securities Act. There are 7,365,000\nClass A Ordinary Shares outstanding immediately as at the date of this Annual Report.\n\n \n\n23\n\n \n\n \n\nWe,\nour directors, executive officers and holders of 5% or more of our ordinary shares or securities convertible into or exercisable for\nordinary shares have agreed, subject to limited exceptions, not to sell any shares until six (6) months after the date of our IPO without\nthe prior written consent of the underwriter. However, the underwriter may release these securities from these restrictions at any time.\nWe cannot predict what effect, if any, market sales of securities held by our controlling shareholder or any other shareholder or the\navailability of these securities for future sale will have on the market price of our Class A Ordinary Shares.\n\n \n\n**Short\nselling may drive down the market price of our Class A Ordinary Shares.**\n\n \n\nShort\nselling is the practice of selling shares that the seller does not own but rather has borrowed from a third party with the intention\nof buying identical shares back at a later date to return to the lender. The short seller hopes to profit from a decline in the value\nof the shares between the sale of the borrowed shares and the purchase of the replacement shares, as the short seller expects to pay\nless in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the shares to decline,\nmany short sellers publish, or arrange for the publication of, negative opinions and allegations regarding the relevant issuer and its\nbusiness prospects in order to create negative market momentum and generate profits for themselves after selling the shares short. These\nshort attacks have, in the past, led to selling of shares in the market. If we were to become the subject of any unfavorable publicity,\nwhether such allegations are proven to be true or untrue, we would have to expend a significant amount of resources to investigate such\nallegations and/or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the\nmanner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable state law or issues of\ncommercial confidentiality.\n\n \n\n**Because\nwe do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Class A Ordinary Shares for a\nreturn on your investment.**\n\n \n\nWe\ncurrently intend to retain all of our available funds and any future earnings to fund the development and growth of our business. As\na result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our\nshares as a source for any future dividend income. Our directors have complete discretion as to whether to distribute dividends, subject\nto certain requirements of the relevant laws. Even if our directors decide to declare and pay dividends, the timing, amount and form\nof future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements\nand surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions\nand other factors as determined by our board of directors. Accordingly, the return on your investment in our Class A Ordinary Shares\nwill likely depend entirely upon any future price appreciation of our Class A Ordinary Shares. There is no guarantee that our Class A\nOrdinary Shares will appreciate in value or even maintain the price at which you purchased our Class A Ordinary Shares. You may not realize\na return on your investment in our Class A Ordinary Shares and you may even lose your entire investment.\n\n \n\n**Certain\nrecent initial public offerings of companies with public floats comparable to our anticipated public float have experienced extreme volatility\nthat was seemingly unrelated to the underlying performance of the respective company. We may experience similar volatility, which may\nmake it difficult for prospective investors to assess the value of our Ordinary Shares**\n\n \n\nOur\nClass A Ordinary Shares may be subject to extreme volatility that is seemingly unrelated to the underlying performance of our business.\nRecently, companies with comparable public floats and initial public offering 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 company’s underlying\nperformance.\n\n \n\nAlthough\nthe specific cause of such volatility is unclear, our anticipated public float may amplify the impact the actions taken by a few shareholders\nhave on the price of our Class A Ordinary Shares, which may cause the price of our Class A Ordinary Shares to deviate, potentially significantly,\nfrom a price that better reflects the underlying performance of our business. Should our Class A Ordinary Shares experience run-ups and\ndeclines that are seemingly unrelated to our actual or expected operating performance and financial condition or prospects, prospective\ninvestors may have difficulty assessing the rapidly changing value of our Class A Ordinary Shares. In addition, investors of our Class\nA Ordinary Shares may experience losses, which may be material, if the price of our Class A Ordinary Shares declines or if such investors\npurchase shares of our Class A Ordinary Shares prior to any price decline.\n\n \n\n24\n\n \n\n \n\n**If\nwe are classified as a passive foreign investment company, United States taxpayers who own our securities may have adverse United States\nfederal income tax consequences.**\n\n \n\nWe\nare a non-U.S. corporation and, as such, we will be classified as a passive foreign investment company, which is known as a PFIC, for\nany taxable year if, for such year, either:\n\n \n\n(a)\nat least 75% of our gross income for the year is passive income; or\n\n \n\n(b)\nthe average percentage of our assets (determined at the end of each quarter) during the taxable year that produced passive income or\nthat are held for the production of passive income is at least 50%.\n\n \n\nPassive\nincome generally includes dividends, interest, rents, royalties (other than rents or royalties derived from the active conduct of a trade\nor business) and gains from the disposition of passive assets.\n\n \n\nIf\nwe are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. taxpayer who holds our securities,\nthe U.S. taxpayer may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements.\n\n \n\nIt\nis possible that, for our current taxable year or for any subsequent year, more than 50% of our assets may be assets which produce passive\nincome. For purposes of the PFIC analysis, in general, a non-U.S. corporation is deemed to own its pro rata share of the gross income\nand assets of any entity in which it is considered to own at least 25% of the equity by value.\n\n \n\n**We\nmay need additional capital, and we may be unable to obtain such capital in a timely manner or on acceptable terms, or at all.**\n\n \n\nGrowing\nand operating our business will require significant cash investments, capital expenditures and commitments to respond to business challenges,\nincluding developing or enhancing new or existing services and technologies and expanding our infrastructure. If cash on hand, cash generated\nfrom operations are not sufficient to meet our cash and liquidity needs, we may need to seek additional capital, potentially through\ndebt or equity financings. We may not be able to raise required cash on terms acceptable to us, or at all. Such financings may be on\nterms that are dilutive or potentially dilutive to our shareholders, and the prices at which new investors would be willing to purchase\nour securities may be lower than the initial public offering price or the then-current market price per share of our Class A Ordinary\nShares. The holders of new securities may also have rights, preferences, or privileges that are senior to those of existing stockholders.\nIf new financing sources are required, but are insufficient or unavailable, we may need to modify our growth and operating plans and\nbusiness strategies based on available funding, if any, which would harm our ability to grow our business.\n\n \n\n**We\nare an emerging growth company and may take advantage of certain reduced reporting requirements.**\n\n \n\nWe\nare an “emerging growth company”, as defined in the JOBS Act, and we may take advantage of certain exemptions from various\nrequirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required\nto comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, for so long as\nwe are an emerging growth company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may\nnot have access to certain information they may deem important.\n\n \n\nThe\nJOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards\nuntil such date that a private company is otherwise required to comply with such new or revised accounting standards. In other words,\nan “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise\napply to private companies. We have elected to take advantage of the extended transition period, although we have already adopted certain\nnew and revised accounting standards based on transition guidance permitted under such standards. As a result of this election, our future\nfinancial statements may not be comparable to other public companies that comply with the public company effective dates for these new\nor revised accounting standards.\n\n \n\n25\n\n \n\n \n\n**We\nare a foreign private issuer within the meaning of the Exchange Act, and as such we are exempt from certain provisions applicable to\nUnited States domestic public companies.**\n\n \n\nBecause\nwe are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations\nin the United States that are applicable to U.S. domestic issuers, including:\n\n \n\n(a)\nthe rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC;\n\n \n\n(b)\nthe sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered\nunder the Exchange Act;\n\n \n\n(c)\nthe sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability\nfor insiders who profit from trades made in a short period of time; and\n\n \n\n(d)\nthe selective disclosure rules by issuers of material non-public information under Regulation FD.\n\n \n\nWe\nwill be required to file an annual report on Form 20-F within four (4) months after the end of each fiscal year. In addition, we intend\nto publish our financial results on a semi-annual basis through press releases distributed pursuant to the rules and regulations of the\nNasdaq. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the\ninformation we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be\nfiled with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made\navailable to you if you were investing in a U.S. domestic issuer.\n\n \n\n**As\na company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance\nmatters that differ significantly from Nasdaq corporate governance listing standards.**\n\n \n\nAs\na company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance\nmatters that differ significantly from the corporate governance listing requirements of the Nasdaq. These practices may afford less protection\nto shareholders than they would enjoy if we complied fully with corporate governance listing requirements of the Nasdaq.\n\n \n\nWe\nrely on home country practice to be exempted from certain of the corporate governance requirements of the Nasdaq as long as we qualify\nas a foreign private issuer including to: (i) have a majority of directors being independent; (ii) provide an annual certification by\nour chief executive officer that he or she is not aware of any non-compliance with any corporate governance rules of the Nasdaq; (iii)\nhave regularly scheduled executive sessions with independent directors; and (iv) obtain shareholder approval prior to an issuance of\nsecurities in connection with (a) the acquisition of stock or assets of another company; (b) equity-based compensation of officers, directors,\nemployees or consultants; (c) a change of control; and (d) transactions other than public offerings.\n\n \n\n**We\nmay lose our foreign private issuer status in the future, which could result in significant additional costs and expenses to us.**\n\n \n\nWe\nare a foreign private issuer under the Exchange Act, and therefore, we are not required to comply with all of the periodic disclosure\nand current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last\nbusiness day of an issuer’s most recently completed second fiscal quarter. In the future, we would lose our foreign private issuer\nstatus if (1) more than 50% of our outstanding voting securities are owned by U.S. residents and (2) a majority of our directors or executive\nofficers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid the loss of foreign private issuer\nstatus. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements\non U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also\nhave to comply with U.S. federal proxy requirements, and our officers, directors and 10% shareholders will become subject to the short-swing\nprofit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions\nfrom certain corporate governance requirements under the listing rules of the Nasdaq. As a U.S. listed public company that is not a foreign\nprivate issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private\nissuer.\n\n \n\n26\n\n \n\n \n\n**We\nwill incur significantly increased costs and devote substantial management time as a result of the listing of our Class A Ordinary Shares\non the Nasdaq.**\n\n \n\nWe\nwill incur additional legal, accounting and other expenses as a public reporting company, particularly after we cease to qualify as an\nemerging growth company under the JOBS Act. For example, we will be required to comply with the additional requirements of the rules\nand regulations of the SEC and the Nasdaq rules, including applicable corporate governance practices. We expect that compliance with\nthese requirements will increase our legal and financial compliance costs and will make some activities more time-consuming and costly.\nIn addition, we expect that our management and other personnel will need to divert attention from operational and other business matters\nto devote substantial time to these public company requirements. We cannot predict or estimate the number of additional costs we may\nincur as a result of becoming a public company or the timing of such costs.\n\n \n\nIn\naddition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for\npublic companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations\nand standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application\nin practice may evolve over time as new guidelines are provided by regulatory and governing bodies. This could result in continuing uncertainty\nregarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to\ninvest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative\nexpenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our\nefforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due\nto ambiguities related to their application and practice, regulatory authorities may also initiate legal proceedings against us and our\nbusiness may be adversely affected.\n\n \n\n**You\nmay face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because\nwe are incorporated under Cayman Islands law.**\n\n \n\nWe\nare an exempted company incorporated under the laws of the Cayman Islands with limited liability. Our corporate affairs are governed\nby our memorandum and articles of association; the Companies Act and the common law of the Cayman Islands. The rights of shareholders\nto take action against our directors and us, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman\nIslands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in\npart from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, which are generally of persuasive\nauthority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors\nunder Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in\nthe United States. In particular, the Cayman Islands has a different body of securities laws than the United States, and provide significantly\nless protection to investors. In addition, Cayman Islands companies may not have the standing to initiate a shareholder derivative action\nin a federal court of the United States. There is no statutory recognition in the Cayman Islands of judgments obtained in the United\nStates, although the courts of the Cayman Islands will generally recognize and enforce a non-penal judgment of a foreign court of competent\njurisdiction without retrial on the merits.\n\n \n\nShareholders\nof Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records or to obtain\ncopies of lists of shareholders of these companies. Our directors are not required under our memorandum and articles of association to\nmake our corporate records available for inspection by our shareholders. This may make it more difficult for you to obtain the information\nneeded to establish any facts necessary for a shareholder resolution or to solicit proxies from other shareholders in connection with\na proxy contest.\n\n \n\nCertain\ncorporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies\nincorporated in other jurisdictions such as U.S. states. Currently, we plan to rely on home country practices with respect to any corporate\ngovernance matter. Accordingly, our shareholders may be afforded less protection than they otherwise would under rules and regulations\napplicable to U.S. domestic issuers.\n\n \n\nAs\na result of all of the above, our shareholders may have more difficulty in protecting their interests in the face of actions taken by\nour management, members of the board of directors or controlling shareholders than they would as shareholders of a company incorporated\nin a U.S. state. For a discussion of significant differences between the provisions of the Companies Act and the laws applicable to companies\nincorporated in a U.S. state and their shareholders, see “Description of Share Capital— Differences in Corporate Law”.\n\n \n\n27\n\n \n\n \n\n**If\nwe fail to maintain an effective system of internal controls over financial reporting, we may not be able to accurately report our financial\nresults or prevent fraud and our business may be harmed and our stock price may be adversely impacted.**\n\n \n\nPrior\nto our IPO, we have been a private company with limited accounting and financial reporting personnel and other resources to address our\ninternal controls and procedures. In connection with the audits of our consolidated financial statements as of and for the years ended\nDecember 31, 2024 and 2025, we and our independent registered public accounting firm identified one material weakness in our internal\ncontrols. A material weakness is a deficiency, or a combination of deficiencies, in internal controls, such that there is a reasonable\npossibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely\nbasis. The material weakness identified relate to the following:\n\n \n\n \ni.\n*documentation\nof contracts with customers:* we do not have written sales agreements with our customers. Instead, the orders are discussed through\nmessaging applications such as WhatsApp.\n\n \n\nWe\nhave begun and will continue to implement measures to address the material weakness identified above.\n\n \n\nTo address (i) identified above,\nwe are in the process of developing an automated ordering process through the utilization of a third-party online collaborative software.\nThe terms and conditions of each sales order will be clearly stated within the collaborative software, providing transparency and clarity\nfor all parties involved. To enhance our order management, an order confirmation email capturing the relevant information will be generated\nfor each sales order. We are currently in the trial run phase of this process. We anticipate that such process will be fully operational\nby second half of 2026. Once the new process becomes operational, we will use the WhatsApp Group only for information updates and reminders.\n\n \n\nHowever, the implementation of the measures may not fully remediate this material\nweakness in a timely manner. In the future, we may determine that we have additional material weakness or other deficiencies, or our\nindependent registered public accounting firm may disagree with our management’s assessment of the effectiveness of our internal\ncontrols. Our failure to correct these material weaknesses or our failure to discover and address any other material weakness could result\nin inaccuracies in our financial statements and impair our ability to comply with the applicable financial reporting requirements and\nrelated regulatory filings on a timely basis. Moreover, ineffective internal control over financial reporting could significantly hinder\nour ability to prevent fraud.\n\n \n\nAfter\nthe initial public offering, we are public company in the United States subject to the Sarbanes-Oxley Act of 2002. Our reporting obligations\nmay place a significant strain on our management, operational and financial resources and systems for the foreseeable future. In addition,\nif we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or\namended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial\nreporting in accordance with Section 404. Generally, if we fail to achieve and maintain an effective internal control environment, we\ncould suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause\ninvestors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our\nresults of operations, and lead to a decline in the trading price of our Shares. Additionally, ineffective internal control over financial\nreporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock\nexchange on which we list, regulatory investigations, and civil or criminal sanctions. We may also be required to restate our financial\nstatements from prior periods. Section 404 requires that we include a report of management on our internal control over financial reporting\nin our annual report on Form 20-F beginning with our second annual report on Form 20-F.\n\n \n\nIn\naddition, once we cease to be an “emerging growth company” as such term is defined in the JOBS Act, our independent registered\npublic accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Our management\nmay conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our\ninternal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent\ntesting, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are\ndocumented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. During the course of documenting\nand testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify other weaknesses and\ndeficiencies in our internal control over financial reporting.\n\n \n\n**Certain\njudgments obtained against us by our shareholders may not be enforceable.**\n\n \n\nWe\nare a Cayman Islands exempted company and substantially all of our assets are located outside of the United States. In addition, all\nof our current directors and officers are nationals and residents of countries other than the United States and substantially all of\nthe assets of these persons are located outside the United States. As a result, it may be difficult for a shareholder to effect service\nof process within the United States upon these persons or to enforce against us or them judgments obtained in United States courts, including\njudgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.\nEven if you are successful in bringing an action of this kind, the laws of the Cayman Islands may render you unable to enforce a judgment\nagainst our assets or the assets of our directors and officers. For more information regarding the relevant laws of the Cayman Islands,\nsee “Enforcement of Civil Liabilities”. As a result of all of the above, our shareholders may have more difficulties in protecting\ntheir interests through actions against us or our officers, directors or major shareholders than would shareholders of a corporation\nincorporated in a jurisdiction in the United States.\n\n \n\n28"}