{"url_path":"/sec/fchl/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 Additional Information**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/2023796/0001493152-26-023516-index.html","accession_number":"0001493152-26-023516","cik":"0002023796","ticker":"FCHL","issuer_name":"Fitness Champs Holdings Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/2023796/0001493152-26-023516-index.html","primary_entity_key":"0002023796","primary_entity_name":"Fitness Champs Holdings Ltd"},"word_count":8165,"has_tables":true,"body_markdown":"**Item\n10. Additional Information**\n\n \n\n**10.A.\nShare capital**\n\n \n\nNot\napplicable for annual reports on Form 20-F.\n\n \n\n**10.B.\nMemorandum and articles of association**\n\n \n\nWe\nincorporate by reference into this annual report the description of our Second Amended And Restated Memorandum and Articles of Association,\nas currently in effect and filed as Exhibit 1.1 to this annual report, and the description of our securities filed as Exhibit 2.1 to\nthis annual report.\n\n \n\n**Differences\nin Corporate Law**\n\n \n\nThe\nCompanies Act is derived, to a large extent, from the older Companies Acts of England but does not follow recent English statutory enactments\nand accordingly there are significant differences between the Companies Act and the current Companies Act of England. In addition, the\nCompanies Act differs from laws applicable to U.S. corporations and their shareholders. Set forth below is a summary of the significant\ndifferences between the provisions of the Companies Act applicable to us and the laws applicable to companies incorporated in the United\nStates and their shareholders.\n\n \n\n*Mergers\nand Similar Arrangements.* The Companies Act permits mergers and consolidations between Cayman Islands companies and between Cayman\nIslands companies and non-Cayman Islands companies. For these purposes, (a) “merger” means the merging of two or more constituent\ncompanies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company, and (b) a\n“consolidation” means the combination of two or more constituent companies into a consolidated company and the vesting of\nthe undertaking, property and liabilities of such companies to the consolidated company. In order to effect such a merger or consolidation,\nthe directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by (a)\na special resolution of the shareholders of each constituent company, and (b) such other authorization, if any, as may be specified in\nsuch constituent company’s articles of association. The plan must be filed with the Registrar of Companies of the Cayman Islands\ntogether with a declaration as to the solvency of the consolidated or surviving company, a list of the assets and liabilities of each\nconstituent company and an undertaking that a copy of the certificate of merger or consolidation will be given to the members and creditors\nof each constituent company and that notification of the merger or consolidation will be published in the Cayman Islands Gazette. Court\napproval is not required for a merger or consolidation which is effected in compliance with these statutory procedures.\n\n \n\nA\nmerger between a Cayman parent company and its Cayman subsidiary or subsidiaries does not require authorization by a resolution of shareholders\nof that Cayman subsidiary if a copy of the plan of merger is given to every member of that Cayman subsidiary to be merged unless that\nmember agrees otherwise. For this purpose, a company is a “parent” of a subsidiary if it holds issued shares that together\nrepresent at least ninety percent (90%) of the votes at a general meeting of the subsidiary.\n\n \n\nThe\nconsent of each holder of a fixed or floating security interest over a constituent company is required unless this requirement is waived\nby a court in the Cayman Islands.\n\n \n\nSave\nin certain limited circumstances, a shareholder of a Cayman constituent company who dissents from the merger or consolidation is entitled\nto payment of the fair value of his shares (which, if not agreed between the parties, will be determined by the Cayman Islands court)\nupon dissenting to the merger or consolidation, provided the dissenting shareholder complies strictly with the procedures set out in\nthe Companies Act. The exercise of dissenter rights will preclude the exercise by the dissenting shareholder of any other rights to which\nhe or she might otherwise be entitled by virtue of holding shares, save for the right to seek relief on the grounds that the merger or\nconsolidation is void or unlawful.\n\n \n\n56\n\n \n\n \n\nSeparate\nfrom the statutory provisions relating to mergers and consolidations, the Companies Act also contains statutory provisions that facilitate\nthe reconstruction and amalgamation of companies by way of schemes of arrangement, provided that the arrangement is approved (i) in the\ncase of a shareholder scheme, by seventy-five per cent in value of the members or class of members, as the case may be, with whom the\narrangement is to be made and (ii) in the case of a creditor scheme only, by a majority in number of each class of creditors with whom\nthe arrangement is to be made and who must in addition represent seventy-five per cent in value of each such class of creditors, as the\ncase may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening\nof the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder\nhas the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the\narrangement if it determines that:\n\n \n\n \n●\nthe\nstatutory provisions as to the required majority vote have been met;\n\n \n●\nthe\nshareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion\nof the minority to promote interests adverse to those of the class;\n\n \n●\nthe\narrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest;\nand\n\n \n●\nthe\narrangement is not one that would more properly be sanctioned under some other provision of the Companies Act.\n\n \n\nThe\nCompanies Act also contains a statutory power of compulsory acquisition which may facilitate the “squeeze out” of a dissentient\nminority shareholder upon a tender offer. When a tender offer is made and accepted by holders of 90% of the shares affected within four\nmonths, the offeror may, within a two-month period commencing on the expiration of such four-month period, require the holders of the\nremaining shares to transfer such shares to the offeror on the terms of the offer. An objection can be made to the Grand Court of the\nCayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud,\nbad faith or collusion.\n\n \n\nIf\nan arrangement and reconstruction by way of scheme of arrangement is thus approved and sanctioned, or if a tender offer is made and accepted,\nin accordance with the foregoing statutory procedures, a dissenting shareholder would have no rights comparable to appraisal rights,\nsave that objectors to a takeover offer may apply to the Grand Court of the Cayman Islands for various orders that the Grand Court of\nthe Cayman Islands has a broad discretion to make, which would otherwise ordinarily be available to dissenting shareholders of Delaware\ncorporations, providing rights to receive payment in cash for the judicially determined value of the shares.\n\n \n\nThe\nCompanies Act also contains statutory provisions which provide that a company may present a petition to the Grand Court of the Cayman\nIslands for the appointment of a restructuring officer on the grounds that the company (a) is or is likely to become unable to pay its\ndebts within the meaning of section 93 of the Companies Act; and (b) intends to present a compromise or arrangement to its creditors\n(or classes thereof) either, pursuant to the Companies Act, the law of a foreign country or by way of a consensual restructuring. The\npetition may be presented by a company acting by its directors, without a resolution of its members or an express power in its articles\nof association. On hearing such a petition, the Cayman Islands court may, among other things, make an order appointing a restructuring\nofficer or make any other order as the court thinks fit.\n\n \n\n*Shareholders’\nSuits.* In principle, we will normally be the proper plaintiff and as a general rule a derivative action may not be brought by a minority\nshareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, the\nCayman Islands courts can be expected to follow and apply the common law principles (namely the rule in *Foss v. Harbottle* and\nthe exceptions thereto) so that a non-controlling shareholder may be permitted to commence a class action against or derivative actions\nin the name of the company to challenge actions where:\n\n \n\n \n●\na\ncompany acts or proposes to act illegally or ultra vires;\n\n \n●\nthe\nact complained of, although not ultra vires, could only be effected duly if authorized by more than the number of votes which have\nactually been obtained; and\n\n \n●\nthose\nwho control the company are perpetrating a “fraud on the minority.”\n\n \n\n57\n\n \n\n \n\nA shareholder may have a direct right of action against\nus where the individual rights of that shareholder have been infringed or are about to be infringed.\n\n \n\n*Indemnification\nof Directors and Executive Officers and Limitation of Liability*. Cayman Islands law does not limit the extent to which a company’s\nmemorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision\nmay be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the\nconsequences of committing a crime. Our memorandum and articles of association provide that that we shall indemnify our directors and\nofficers, and their personal representatives, against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities\nincurred or sustained by such persons, other than by reason of such person’s dishonesty, wilful default or fraud, in or about the\nconduct of our company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge\nof his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses,\nlosses or liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil proceedings concerning\nour company or its affairs in any court whether in the Cayman Islands or elsewhere. This standard of conduct is generally the same as\npermitted under the Delaware General Corporation Law for a Delaware corporation.\n\n \n\nIn\naddition, we have entered into indemnification agreements with our directors and executive officers that provide such persons with additional\nindemnification beyond that provided in our memorandum and articles of association.\n\n \n\nInsofar\nas indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling\nus under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy\nas expressed in the Securities Act and is therefore unenforceable.\n\n \n\n*Directors’\nFiduciary Duties*. Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and\nits shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act\nin good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director\nmust inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction.\nThe duty of loyalty requires that a director acts in a manner he reasonably believes to be in the best interests of the corporation.\nHe must not use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that\nthe best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling\nshareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed\nbasis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption\nmay be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by\na director, the director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.\n\n \n\nAs\na matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company\nand therefore it is considered that he owes the following duties to the company — a duty to act in good faith in the best interests\nof the company, a duty not to make a personal profit based on his position as director (unless the company permits him to do so), a duty\nnot to put himself in a position where the interests of the company conflict with his personal interest or his duty to a third party\nand a duty to exercise powers for the purpose for which such powers were intended. A director of a Cayman Islands company owes to the\ncompany a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his duties\na greater degree of skill than may reasonably be expected from a person of his knowledge and experience. However, English and Commonwealth\ncourts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed\nin the Cayman Islands.\n\n \n\n58\n\n \n\n \n\n*Shareholder\nAction by Written Consent*. Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act\nby written consent by amendment to its certificate of incorporation. Cayman Islands law permits us to eliminate the right of shareholders\nto act by written consent and our post-offering amended and restated articles of association provide that any action required or permitted\nto be taken at any general meetings may be taken upon the vote of shareholders at a general meeting duly noticed and convened in accordance\nwith our post-offering amended and restated articles of association and may not be taken by written consent of the shareholders without\na meeting.\n\n \n\n*Shareholder\nProposals*. Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting\nof shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board\nof directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special\nmeetings.\n\n \n\nThe\nCompanies Act does not provide shareholders with any right to requisition a general meeting or to put any proposal before a general meeting.\nHowever, these rights may be provided in a company’s articles of association. Our post-offering amended and restated articles of\nassociation allow our shareholders holding shares which carry in aggregate not less than one-third of all votes attaching to the issued\nand outstanding shares of our company entitled to vote at general meetings to requisition an extraordinary general meeting of our shareholders,\nin which case our board is obliged to convene an extraordinary general meeting and to put the resolutions so requisitioned to a vote\nat such meeting. Other than this right to requisition a shareholders’ meeting, our post-offering amended and restated articles\nof association do not provide our shareholders with any other right to put proposals before annual general meetings or extraordinary\ngeneral meetings. As an exempted Cayman Islands company, we are not obliged by law to call shareholders’ annual general meetings.\n\n \n\n*Cumulative\nVoting*. Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s\ncertificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders\non a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single\ndirector, which increases the shareholder’s voting power with respect to electing such director. There are no prohibitions in relation\nto cumulative voting under the laws of the Cayman Islands but our post-offering amended and restated articles of association do not provide\nfor cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders\nof a Delaware corporation.\n\n \n\n*Removal\nof Directors*. Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only\nfor cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides\notherwise. Under our post-offering amended and restated articles of association, subject to certain restrictions as contained therein,\ndirectors may be removed with or without cause, by an ordinary resolution of our shareholders. An appointment of a director may be on\nterms that the director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual\ngeneral meeting or upon any specified event or after any specified period in a written agreement between the company and the director,\nif any; but no such term shall be implied in the absence of express provision. Under our post-offering amended and restated articles\nof association, a director’s office shall be vacated if the director (i) becomes bankrupt or has a receiving order made against\nhim or suspends payment or compounds with his creditors; (ii) is found to be or becomes of unsound mind or dies; (iii) resigns his office\nby notice in writing to the company; (iv) without special leave of absence from our board of directors, is absent from three consecutive\nmeetings of the board and the board resolves that his office be vacated; (v) is prohibited by law from being a director or; (vi) is removed\nfrom office pursuant to the laws of the Cayman Islands or any other provisions of our memorandum and articles of association.\n\n \n\n*Transactions\nwith Interested Shareholders*. The Delaware General Corporation Law contains a business combination statute applicable to Delaware\ncorporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate\nof incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three\nyears following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group\nwho or which owns or owned 15% or more of the target’s outstanding voting share within the past three years. This has the effect\nof limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated\nequally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder,\nthe board of directors approves either the business combination or the transaction which resulted in the person becoming an interested\nshareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with\nthe target’s board of directors.\n\n \n\n59\n\n \n\n \n\nCayman\nIslands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business\ncombination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders,\nit does provide that such transactions must be entered into bona fide in the best interests of the company and not with the effect of\nconstituting a fraud on the minority shareholders.\n\n \n\n*Dissolution;\nWinding up*. Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution\nmust be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the\nboard of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware\ncorporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated\nby the board.\n\n \n\nUnder\nCayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its\nmembers or, if the company is unable to pay its debts, by an ordinary resolution of its members. The court has authority to order winding\nup in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so.\n\n \n\n*Variation\nof Rights of Shares*. Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the\napproval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under our\npost-offering amended and restated articles of association, if our share capital is divided into more than one class of shares, the rights\nattached to any such class may only be varied with the sanction of a resolution passed by a majority of two-thirds of the votes cast\nat a separate meeting of the holders of the shares of that class.\n\n \n\n*Amendment\nof Governing Documents*. Under the Delaware General Corporation Law, a corporation’s governing documents may be amended with\nthe approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under\nCayman Islands law, our memorandum and articles of association may only be amended with a special resolution of our shareholders.\n\n \n\n*Rights\nof Non-resident or Foreign Shareholders*. There are no limitations imposed by our memorandum and articles of association on the rights\nof non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our\nmemorandum and articles of association governing the ownership threshold above which shareholder ownership must be disclosed.\n\n \n\n**Cayman\nIslands Data Protection**\n\n \n\nWe\nhave certain duties under the Data Protection Act (as revised) of the Cayman Islands, or the DPA, based on internationally accepted principles\nof data privacy.\n\n \n\n*Privacy\nNotice*\n\n \n\nThis\nprivacy notice puts our shareholders on notice that through your investment into us you will provide us with certain personal information\nwhich constitutes personal data within the meaning of the DPA, or personal data.\n\n \n\n*Investor\nData*\n\n \n\nWe\nwill collect, use, disclose, retain and secure personal data to the extent reasonably required only and within the parameters that could\nbe reasonably expected during the normal course of business. We will only process, disclose, transfer or retain personal data to the\nextent legitimately required to conduct our activities of on an ongoing basis or to comply with legal and regulatory obligations to which\nwe are subject. We will only transfer personal data in accordance with the requirements of the DPA, and will apply appropriate technical\nand organizational information security measures designed to protect against unauthorized or unlawful processing of the personal data\nand against the accidental loss, destruction or damage to the personal data.\n\n \n\n60\n\n \n\n \n\nIn\nour use of this personal data, we will be characterized as a “data controller” for the purposes of the DPA, while our affiliates\nand service providers who may receive this personal data from us in the conduct of our activities may either act as our “data processors”\nfor the purposes of the DPA or may process personal information for their own lawful purposes in connection with services provided to\nus.\n\n \n\nWe\nmay also obtain personal data from other public sources. Personal data includes, without limitation, the following information relating\nto a shareholder and/or any individuals connected with a shareholder as an investor: name, residential address, email address, contact\ndetails, corporate contact information, signature, nationality, place of birth, date of birth, tax identification, credit history, correspondence\nrecords, passport number, bank account details, source of funds details and details relating to the shareholder’s investment activity.\n\n \n\n*Who\nthis Affects*\n\n \n\nIf\nyou are a natural person, this will affect you directly. If you are a corporate investor (including, for these purposes, legal arrangements\nsuch as trusts or exempted limited partnerships) that provides us with personal data on individuals connected to you for any reason in\nrelation your investment in us, this will be relevant for those individuals and you should transit the content of this Privacy Notice\nto such individuals or otherwise advise them of its content.\n\n \n\n*How\nWe May Use a Shareholder’s Personal Data*\n\n \n\nWe\nmay, as the data controller, collect, store and use personal data for lawful purposes, including, in particular: (i) where this is necessary\nfor the performance of our rights and obligations under any agreements; (ii) where this is necessary for compliance with a legal and\nregulatory obligation to which we are or may be subject (such as compliance with anti-money laundering and FATCA/CRS requirements); and/or\n(iii) where this is necessary for the purposes of our legitimate interests and such interests are not overridden by your interests, fundamental\nrights or freedoms.\n\n \n\nShould\nwe wish to use personal data for other specific purposes (including, if applicable, any purpose that requires your consent), we will\ncontact you.\n\n \n\n*Why\nWe May Transfer Your Personal Data*\n\n \n\nIn\ncertain circumstances we may be legally obliged to share personal data and other information with respect to your shareholding with the\nrelevant regulatory authorities such as the Cayman Islands Monetary Authority or the Tax Information Authority. They, in turn, may exchange\nthis information with foreign authorities, including tax authorities.\n\n \n\nWe\nanticipate disclosing personal data to persons who provide services to us and their respective affiliates (which may include certain\nentities located outside the US, the Cayman Islands or the European Economic Area), who will process your personal data on our behalf.\n\n \n\n*The\nData Protection Measures We Take*\n\n \n\nAny\ntransfer of personal data by us or our duly authorized affiliates and/or delegates outside of the Cayman Islands shall be in accordance\nwith the requirements of the DPA.\n\n \n\nWe\nand our duly authorized affiliates and/or delegates shall apply appropriate technical and organizational information security measures\ndesigned to protect against unauthorized or unlawful processing of personal data, and against accidental loss or destruction of, or damage\nto, personal data. Specifically, we have a dedicated Data Protection Officer who oversees\ncompliance with the DPA, including the collection, use and protection of personal data, as well as the management and response to any\ndata protection incidents or breachers. Further, all of our employees are required to agree to confidentiality and to data protection\nmeasures as part of their employment.\n\n \n\nWe\nshall notify you of any personal data breach that is reasonably likely to result in a risk to your interests, fundamental rights or freedoms\nor those data subjects to whom the relevant personal data relates.\n\n \n\n61\n\n \n\n \n\n*Contacting\nthe Company*\n\n \n\nFor\nfurther information on the collection, use, disclosure, transfer or processing of your personal data or the exercise of any of the rights\nlisted above, please contact us through our website at https://www.fitnesschamps.sg. or through phone number +65 6334 3831.\n\n \n\n**Anti-Money\nLaundering Matters**\n\n \n\nIn\norder to comply with legislation or regulations aimed at the prevention of money laundering, the Company may be required to adopt and\nmaintain anti-money laundering procedures, and may require subscribers to provide evidence to verify their identity. Where permitted,\nand subject to certain conditions, the Company may also delegate the maintenance of our anti-money laundering procedures (including the\nacquisition of due diligence information) to a suitable person.\n\n \n\nThe\nCompany reserves the right to request such information as is necessary to verify the identity of a subscriber. In the event of delay\nor failure on the part of the subscriber in producing any information required for verification purposes, we may refuse to accept the\napplication, in which case any funds received will be returned without interest to the account from which they were originally debited.\n\n \n\n**History\nof Securities Issuances**\n\n \n\nThe\nfollowing is a summary of our securities issuances in the past three years.\n\n \n\nOur\nCompany was incorporated in the Cayman Islands on February 15, 2024 under the Companies Act as an exempted company with limited liability.\nOur authorized share capital is US$500,000 divided into 500,000,000 Ordinary Shares, par value of US$0.001 each. Following incorporation,\none ordinary share was transferred to Ms. Lee for cash at par. Ms. Lee then transferred such one share to her wholly-owned company, Big\nTreasure, on June 19, 2024. On December 15, 2023, Fuji entered into an agreement with Ms. Lee to acquire 4.90% of the issued share capital\nof the proposed holding company of Fitness Champs and Fitness Aquatics for US$470,000. On June 19, 2024, Big Treasure, Easy Builder,\nCreative Path, Fuji, Biostar, and True Height subscribed for approximately 64.72%, 19.09%, 4.90%, 4.90%, 4.44% and 1.95% of the issued\nshare capital of our Company respectively. On June 19, 2024, Big Treasure and Fuji transferred their entire equity interest in Northen\nStar to us. On September 5, 2025, we issued 2,000,000 Ordinary Shares in connection with our initial public offering. On March 27, 2026, we issued 3,225,000 Units, each consisting of one Class A Ordinary Share or, in lieu thereof,\na pre-funded warrant, and one warrant to purchase one Class A Ordinary Share. In connection with this offering, we may issued up\nto 3,225,000 Class A Ordinary Shares included in the Units, up to 3,225,000 Pre-Funded Warrants, and up to 48,375,000 Class A Ordinary\nShares issuable upon exercise of the Warrants at a zero exercise price.\n\n \n\n**10.C.\nMaterial contracts**\n\n \n\nOther\nthan those described in this annual report, we have not entered into any material agreements other than in the ordinary course of business.\n\n \n\n**10.D.\nExchange controls**\n\n \n\nThe\nCayman Islands, British Virgin Islands, Singapore and Dubai currently have no exchange control regulations or currency restrictions.\n\n \n\n**10.E.\nTaxation**\n\n** **\n\n**Cayman\nIslands Tax Considerations**\n\n \n\nThe\nCayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is\nno taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government\nof the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or, after execution, brought within\nthe jurisdiction of the Cayman Islands. The Cayman Islands is not party to any double tax treaties that are applicable to any payments\nmade to or by our Company. There are no exchange control regulations or currency restrictions in the Cayman Islands.\n\n \n\n62\n\n \n\n \n\nWe\nhave received an undertaking from the Governor in Cabinet of the Cayman Islands to the effect that, for a period of 20 years from the\ndate of the undertaking, no law that thereafter is enacted in the Cayman Islands imposing any tax or duty to be levied on profits, income\nor on gains or appreciation shall apply to our Company or its operations; and that no tax to be levied on profits, income, gains or appreciations\nor which is in the nature of estate duty or inheritance tax shall be payable (a) on or in respect of the shares, debentures or other\nobligations of our Company; or (b) by way of the withholding in whole or in part of any relevant payment as defined in the Tax Concessions\nAct of the Cayman Islands.\n\n \n\nPayments\nof dividends and capital in respect of our Ordinary Shares will not be subject to taxation in the Cayman Islands and no withholding will\nbe required on the payment of a dividend or capital to any holder of our Ordinary Shares, nor will gains derived from the disposal of\nour Ordinary Shares be subject to Cayman Islands income or corporation tax.\n\n \n\n**United\nStates Federal Income Tax Considerations**\n\n \n\nThe\nfollowing discussion is a summary of U.S. federal income tax considerations generally applicable to the ownership and disposition of\nour Ordinary Shares by U.S. Holders (as defined below) that acquire our Ordinary Shares in this annual report and hold our Ordinary Shares\nas “capital assets” (generally, property held for investment) under the United States Internal Revenue Code of 1986, as amended\n(the “Code”). This discussion is based upon existing United States federal income tax law which is subject to differing interpretations\nor change, possibly with retroactive effect. There can be no assurance that the Internal Revenue Service, or the IRS, or a court will\nnot take a contrary position. This discussion does not address all aspects of United States federal income taxation that may be relevant\nto particular investors in light of their specific circumstances, including investors subject to special tax rules (for example, certain\nfinancial institutions (including banks), cooperatives, pension plans, insurance companies, broker-dealers, traders in securities that\nhave elected the mark-to-market method of accounting for their securities, partnerships and their partners, regulated investment companies,\nreal estate investment trusts, and tax-exempt organizations (including private foundations)), investors who are not U.S. Holders, investors\nwho own (directly, indirectly, or constructively) 10% or more of our stock (by vote or value), investors that will hold their Ordinary\nShares as part of a straddle, hedge, conversion, constructive sale, or other integrated transaction for United States federal income\ntax purposes, or U.S. Holders that have a functional currency other than the U.S. dollar, all of whom may be subject to tax rules that\ndiffer significantly from those summarized below. In addition, this discussion does not discuss any non-United States tax, state or local\ntax, or non-income tax (such as the U.S. federal gift or estate tax) considerations, or any consequences under the alternative minimum\ntax or Medicare tax on net investment income. Each U.S. Holder is urged to consult its tax advisor regarding the United States federal,\nstate, local, and non-United States income and other tax considerations of an investment in our Ordinary Shares.\n\n \n\n**General**\n\n \n\nFor\npurposes of this discussion, a “U.S. Holder” is a beneficial owner of our Ordinary Shares that is, for United States federal\nincome tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity treated\nas a corporation for United States federal income tax purposes) created in, or organized under the laws of, the United States or any\nstate thereof or the District of Columbia, (iii) an estate the income of which is includible in gross income for United States federal\nincome tax purposes regardless of its source, or (iv) a trust (A) the administration of which is subject to the primary supervision of\na United States court and which has one or more United States persons who have the authority to control all substantial decisions of\nthe trust or (B) that has otherwise validly elected to be treated as a United States person under the Code.\n\n \n\nIf\na partnership (or other entity or arrangement treated as a partnership for United States federal income tax purposes) is a beneficial\nowner of our Ordinary Shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner\nas a U.S. Holder, as described above, and the activities of the partnership. Partnerships holding our Ordinary Shares and partners in\nsuch partnerships are urged to consult their tax advisors as to the particular United States federal income tax consequences of an investment\nin our Ordinary Shares.\n\n \n\n63\n\n \n\n \n\n**Dividends**\n\n \n\nThe\nentire amount of any cash distribution paid with respect to our Ordinary Shares (including the amount of any non-U.S. taxes withheld\ntherefrom, if any) generally will constitute dividends to the extent such distributions are paid out of our current or accumulated earnings\nand profits, as determined under United States federal income tax principles, and generally will be taxed as ordinary income in the year\nreceived by such U.S. Holder. To the extent amounts paid as distributions on the Ordinary Shares exceed our current or accumulated earnings\nand profits, such distributions will not be dividends, but instead will be treated first as a tax-free return of capital to the extent\nof the U.S. Holder’s adjusted tax basis, determined for federal income tax purposes, in the Ordinary Shares with respect to which\nthe distribution is made, and thereafter as capital gain. However, we do not intend to compute (or to provide U.S. Holders with the information\nnecessary to compute) our earnings and profits under United States federal income tax principles. Accordingly, a U.S. Holder will be\nunable to establish that a distribution is not out of earnings and profits and should expect to treat the full amount of each distribution\nas a “dividend” for United States federal income tax purposes.\n\n \n\nAny\ndividends that we pay will generally be treated as income from foreign sources for United States foreign tax credit purposes and will\ngenerally constitute passive category income. Depending on the U.S. Holder’s particular facts and circumstances, a U.S. Holder\nmay be eligible, subject to a number of complex limitations, to claim a foreign tax credit in respect of any foreign withholding taxes\nimposed (at a rate not exceeding any applicable treaty rate) on dividends received on our Ordinary Shares. A U.S. Holder who does not\nelect to claim a foreign tax credit for foreign tax withheld may instead claim a deduction, for United States federal income tax purposes,\nin respect of such withholdings, but only for a year in which such U.S. Holder elects to do so for all creditable foreign income taxes.\nThe rules governing the foreign tax credit are complex. U.S. Holders are advised to consult their tax advisors regarding the availability\nof the foreign tax credit under their particular circumstances.\n\n \n\nDividends\npaid in non-U.S. currency will be included in the gross income of a U.S. Holder in a USD amount calculated by reference to a spot market\nexchange rate in effect on the date that the dividends are received by the U.S. Holder, regardless of whether such foreign currency is\nin fact converted into USD on such date. Such U.S. Holder will have a tax basis for United States federal income tax purposes in the\nforeign currency received equal to that USD value. If such dividends are converted into USD on the date of receipt, a U.S. Holder generally\nshould not be required to recognize foreign currency gain or loss in respect thereof. If the foreign currency so received is not converted\ninto USD on the date of receipt, such U.S. Holder will have a basis in the foreign currency equal to its USD value on the date of receipt.\nAny gain or loss on a subsequent conversion or other disposition of the foreign currency generally will be treated as ordinary income\nor loss to such U.S. Holder and generally will be income or loss from sources within the United States for foreign tax credit limitation\npurposes. U.S. Holders should consult their own tax advisors regarding the treatment of foreign currency gain or loss, if any, on any\nforeign currency received by a U.S. Holder that are converted into USD on a date subsequent to receipt.\n\n \n\n**Sale\nor Other Disposition of Ordinary Shares**\n\n \n\nA\nU.S. Holder will generally recognize capital gain or loss upon a sale or other disposition of Ordinary Shares, in an amount equal to\nthe difference between the amount realized and the U.S. Holder’s adjusted tax basis, determined for federal income tax purposes,\nin such Ordinary Shares, each amount determined in USD. Any capital gain or loss will be long-term capital gain or loss if the Ordinary\nShares have been held for more than one year and will generally be United States source gain or loss for United States foreign tax credit\npurposes. The deductibility of a capital loss may be subject to limitations, particularly with regard to shareholders who are individuals.\nEach U.S. Holder is advised to consult its tax advisor regarding the tax consequences if a foreign tax is imposed on a disposition of\nour Ordinary Shares, including the availability of the foreign tax credit under its particular circumstances.\n\n \n\nA\nU.S. Holder that receives Singapore dollars or another currency other than USD on the disposition of our Ordinary Shares will realize\nan amount equal to the USD value of the non-U.S. currency received at the spot rate on the date of sale (or, if the Ordinary Shares are\ntraded on a recognized exchange and in the case of cash basis and electing accrual basis U.S. Holders, the settlement date). An accrual\nbasis U.S. Holder that does not elect to determine the amount realized using the spot rate on the settlement date will recognize foreign\ncurrency gain or loss equal to the difference between the USD value of the amount received based on the spot market exchange rates in\neffect on the date of sale or other disposition and the settlement date. A U.S. Holder will have a tax basis in the currency received\nequal to the USD value of the currency received on the settlement date. Any gain or loss on a subsequent disposition or conversion of\nthe currency will be United States source ordinary income or loss.\n\n \n\n****\n\n64\n\n \n\n** **\n\n**Passive\nForeign Investment Company Considerations**\n\n \n\nFor\nUnited States federal income tax purposes, a non-United States corporation, such as our Company, will be treated as a “passive\nforeign investment company,” or “PFIC” if, in the case of any particular taxable year, either (a) 75% or more of our\ngross income for such year consists of certain types of “passive” income or (b) 50% or more of the value of our assets (generally\ndetermined on the basis of a quarterly average) during such year produce or are held for the production of passive income. Based upon\nour current and expected income and assets (including goodwill and taking into account the expected proceeds from this offering) and\nthe expected market price of our Ordinary Shares following this offering, we do not expect to be a PFIC for the current taxable year\nor the foreseeable future.\n\n \n\nHowever,\nwhile we do not expect to be or become a PFIC, no assurance can be given in this regard because the determination of whether we are or\nwill become a PFIC for any taxable year is a fact-intensive inquiry made annually that depends, in part, upon the composition and classification\nof our income and assets. Fluctuations in the market price of our Ordinary Shares may cause us to be or become a PFIC for the current\nor subsequent taxable years because the value of our assets for the purpose of the asset test, including the value of our goodwill and\nother unbooked intangibles, may be determined by reference to the market price of our Ordinary Shares (which may be volatile). The composition\nof our income and assets may also be affected by how, and how quickly, we use our liquid assets and the cash raised in this offering.\nIt is also possible that the Internal Revenue Service may challenge our classification of certain income or assets for purposes of the\nanalysis set forth in subparagraphs (a) and (b), above or the valuation of our goodwill and other unbooked intangibles, which may result\nin our company being or becoming a PFIC for the current or future taxable years.\n\n \n\nIf\nwe are classified as a PFIC for any taxable year during which a U.S. Holder holds our Ordinary Shares, and unless the U.S. Holder makes\na mark-to-market election (as described below), the U.S. Holder will generally be subject to special tax rules on (i) any excess distribution\nthat we make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder that is greater than\n125% of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S. Holder’s holding period\nfor the Ordinary Shares), and (ii) any gain realized on the sale or other disposition, including, under certain circumstances, a pledge,\nof Ordinary Shares. Under the PFIC rules:\n\n \n\n \n●\nsuch\nexcess distribution and/or gain will be allocated ratably over the U.S. Holder’s holding period for the Ordinary Shares;\n\n \n \n \n\n \n●\nsuch\namount allocated to the current taxable year and any taxable years in the U.S. Holder’s holding period prior to the first taxable\nyear in which we are a PFIC, each a pre-PFIC year, will be taxable as ordinary income;\n\n \n \n \n\n \n●\nsuch\namount allocated to each prior taxable year, other than a pre-PFIC year, will be subject to tax at the highest tax rate in effect\napplicable to the U.S. Holder for that year; and\n\n \n \n \n\n \n●\nan\ninterest charge generally applicable to underpayments of tax will be imposed on the tax attributable to each prior taxable year,\nother than a pre-PFIC year.\n\n \n\nIf\nwe are a PFIC for any taxable year during which a U.S. Holder holds our Ordinary Shares and we own any equity in a non-United States\nentity that is also a PFIC, or a lower-tier PFIC, such U.S. Holder would be treated as owning a proportionate amount (by value) of the\nshares of the lower-tier PFIC for purposes of the application of these rules. U.S. Holders are advised to consult their tax advisors\nregarding the application of the PFIC rules to any of the entities in which we may own equity.\n\n \n\n65\n\n \n\n \n\nAs\nan alternative to the foregoing rules, a U.S. Holder of “marketable stock” in a PFIC may make a mark-to-market election with\nrespect to such stock, provided that certain requirements are met. The mark-to-market election is available only for stock that is regularly\ntraded on a national securities exchange that is registered with the SEC, or on a foreign exchange or market that the IRS determines\nis a qualified exchange that has rules sufficient to ensure that the market price represents a legitimate and sound fair market value.\nAlthough we intend to apply for the listing of our Ordinary Shares on the Nasdaq Capital Market or another national securities exchange,\nwe cannot guarantee that our listing will be approved or that we will be able to list our Ordinary Shares on another national securities\nexchange. Furthermore, we cannot guarantee that, once listed, our Ordinary Shares will continue to be listed and regularly traded on\nsuch exchange. U.S. Holders are advised to consult their tax advisors as to whether the Ordinary Shares are considered marketable for\nthese purposes.\n\n \n\nIf\nan effective mark-to-market election is made with respect to our Ordinary Shares, the U.S. Holder will generally (i) include as ordinary\nincome for each taxable year that we are a PFIC the excess, if any, of the fair market value of Ordinary Shares held at the end of the\ntaxable year over its adjusted tax basis of such Ordinary Shares and (ii) deduct as an ordinary loss the excess, if any, of its adjusted\ntax basis of the Ordinary Shares held at the end of the taxable year over the fair market value of such Ordinary Shares held at the end\nof the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election.\nThe U.S. Holder’s adjusted tax basis in the Ordinary Shares would be adjusted to reflect any income or loss resulting from the\nmark-to-market election. If a U.S. Holder makes an effective mark-to-market election, in each year that we are a PFIC any gain recognized\nupon the sale or other disposition of the Ordinary Shares will be treated as ordinary income and loss will be treated as ordinary loss,\nbut only to the extent of the net amount previously included in income as a result of the mark-to-market election.\n\n \n\nIf\na U.S. Holder makes a mark-to-market election in respect of a PFIC and such corporation ceases to be a PFIC, the U.S. Holder will not\nbe required to take into account the mark-to-market gain or loss described above during any period that such corporation is not a PFIC.\n\n \n\nBecause\na mark-to-market election generally cannot be made for any lower-tier PFICs that a PFIC may own, a U.S. Holder who makes a mark-to-market\nelection with respect to our Ordinary Shares may continue to be subject to the general PFIC rules with respect to such U.S. Holder’s\nindirect interest in any of our non-United States subsidiaries if any of them is a PFIC.\n\n \n\nIf\na U.S. Holder owns our Ordinary Shares during any taxable year that we are a PFIC, such holder would generally be required to file an\nannual IRS Form 8621. Each U.S. Holder is advised to consult its tax advisor regarding the potential tax consequences to such holder\nif we are or become a PFIC, including the possibility of making a mark-to-market election.\n\n \n\n**10.F.\nDividends and paying agents**\n\n \n\nNot\napplicable for annual reports on Form 20-F.\n\n \n\n**10.G.\nStatement by experts**\n\n \n\nNot\napplicable for annual reports on Form 20-F.\n\n \n\n**10.H.\nDocuments on display**\n\n \n\nWe\nare subject to the information requirements of the Exchange Act. In accordance with these requirements, the Company files reports and\nother information with the SEC. You may read and copy any materials filed with the SEC at the Public Reference Room at 100 F Street,\nN.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.\nThe SEC also maintains a web site at http://www.sec.gov that contains reports and other information regarding registrants that file electronically\nwith the SEC.\n\n \n\n**10.I.\nSubsidiary Information**\n\n \n\nFor\na list of our subsidiaries, see “Item 4. Information of the Group – C. Organizational Structure.”\n\n \n\n66"}