{"url_path":"/sec/ftrk/10-k/2026/item-3","section_key":"item-3","section_title":"Item 3 KEY INFORMATION**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-06-30","source_url":"https://www.sec.gov/Archives/edgar/data/2027262/0001493152-26-031197-index.html","accession_number":"0001493152-26-031197","cik":"0002027262","ticker":"FTRK","issuer_name":"Fast Track Group","edgar_url":"https://www.sec.gov/Archives/edgar/data/2027262/0001493152-26-031197-index.html","primary_entity_key":"0002027262","primary_entity_name":"Fast Track Group"},"word_count":12437,"has_tables":true,"body_markdown":"**ITEM\n3. KEY INFORMATION**\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*You\nshould carefully consider all the information in this Annual Report, including various changing regulatory, competitive, economic, political\nand social risks and conditions described below, before making an investment in our ordinary shares. One or more of a combination of\nthese risks could materially impact our business, results of operations and financial condition. In any such case, the market price of\nour ordinary shares could decline, and you may lose all or part of your investments.*\n\n \n\n**Risks\nRelated to Our Business and Industry**\n\n** **\n\n**Our\nbusiness depends on relationships between key agents, managers and artistes and any adverse changes in these relationships would adversely\naffect our business, financial condition, results of operations, cash flows and prospects.**\n\n** **\n\nOur\nbusiness, which comprises the Live Entertainment and Agency segments, is uniquely dependent on personal relationships, as our officers\nor other key personnel need to leverage on their existing network of relationships with artistes, key agents and managers in order to\nsecure the rights to organize and manage the live events and concerts which are critical to our success.\n\n** **\n\nDue\nto the importance of those industry contacts to our Live Entertainment and Agency business segments, any adverse change in the aforesaid\nrelationships or the loss of any of our officers or other key personnel could affect these business segments.\n\n** **\n\nWe\nalso cannot assure you that our officers and key personnel will remain with us in the long term, or that our associations with current\nindustry contacts will be retained in the long term. If the key agents, managers, and artistes with whom we have established relationships\nare replaced by individuals with whom we are not familiar or with whom we have yet to establish good working relationships, we may experience\na decline in customer and/or supplier engagement, which will in turn adversely affect our competitive position and our business, financial\ncondition, results of operations, cash flows and prospects.\n\n \n\nAs\na safeguard against such risks and to maintain our competitive position, our officers and key personnel will be required to enter into\nemployment agreements with the Company that contain non-competition, non-solicitation, confidentiality or other restrictive covenants.\n\n \n\n1\n\n \n\n \n\n**Our\nsuccess depends on our key personnel and our ability to attract, motivate and retain a sufficient number of competent or qualified employees.**\n\n \n\nWe\nare dependent on our Chief Executive Officer for various key aspects of our business, including but not limited to, project management\nand maintenance of customer/supplier relationships as well as sales and marketing. Mr. Lim Sin Foo, Harris, being our Chief Executive\nOfficer, has been with our Group for over 10 years and he is supported by senior management personnel equipped with ample practical experience\nand the requisite industry expertise in the Live Entertainment and Agency industries. Ms. Low Jiayi, our Chief Operating Officer, has\nbeen with our Group since 2013, and is the overall person in charge for the majority of the projects that we have managed and organized.\nSuch key personnel play an essential role in the operations of our Live Entertainment and Agency work. As such, our success and growth\ntherefore depend to a large extent on our ability to hire and retain such competent, skilled and qualified key personnel. If our Chief\nExecutive Officer or any member of our key personnel ceases to be involved with us in the future and we are unable to locate a suitable\nreplacement in a timely manner, our overall management, administration, and implementation of our business development strategies may\nbe negatively affected, which will consequently adversely affect our business, financial condition, results of operations, cash flows\nand prospects.\n\n \n\n**The\nLive Entertainment segment of our business may be adversely affected if we are unable to lease and/or acquire concert and event venues\non favorable commercial terms.**\n\n \n\nWe\nrequire event and concert venues from time to time for the events and/or concerts which we organize and manage. In the event that we\nare unable to lease or acquire such venues at our required dates and on terms favorable to us, revenue generated from those events and/or\nconcerts that we organize may not generate sufficient revenue to cover our costs from organizing such events and/or concerts.\n\n \n\nIn\nthe event we are not able to generate sufficient revenue from the events and/or concerts which we organize, our business, financial condition,\nresults of operations, cash flows and prospects would be adversely affected.\n\n \n\nAlthough\nSingapore has seen the development of more venues for holding events and concerts, thereby increasing the number of venue options available\nto us when we organize and/or manage an event or concert, we do not own any of these event or concert venues. Our long-term success in\nthe organization and management of events and/or concerts will depend in part on our ability to lease these venues from and enter into\ncollaboration agreements with the venue owners or managers. As many of these agreements are with third parties over whom we have little\nor no control, we may be unable to renew these agreements or enter into new agreements on terms which are commercially acceptable and\nfavorable to us in respect of these venues. The ability to renew these agreements or obtain new agreements on favorable terms depends\non a number of factors, many of which are also beyond our control. Such factors include local business conditions and competition from\nother events and/or concert organization and management companies. If the cost of renewing these agreements is too high or if we are\nunable to renew such agreements in time and/or on favorable terms, this may result in delays in our operations and costs overruns, which\nmay have a material and adverse impact on our business, financial condition, results of operations, cash flows and prospects.\n\n \n\n**The\nentertainment events management industry is highly competitive.**\n\n** **\n\nWe\nare dependent on demand from the entertainment events management industry, and we face intense competition, with some competitors having\nmore manpower, more resources and the necessary licenses and qualifications. The large number of competitors may subject us to severe\ndownward pricing pressure, which will reduce our profit margins. Should we fail to adapt to market conditions and customer preferences\neffectively or offer a relatively competitive bid or quote, we may not be able to secure our existing customers or attract new customers.\nFurther, if our competitors adopt an aggressive pricing policy or establish relationships with our existing customers and/or suppliers\nand subcontractors, we may not be able to secure contracts with our existing customers and/or suppliers and subcontractors in the future.\nWe may also compete in other areas, including the hiring of subcontractors and qualified employees. If we fail to compete in these areas,\nour business, financial condition, results of operations, cash flows and prospects will be materially and adversely affected.\n\n** **\n\n**If\nscheduled events and/or concerts are cancelled or postponed, our reputation may be adversely affected.**\n\n \n\nWe\nincur a significant amount of upfront costs such as marketing and related costs when we plan and prepare for a concert or event. Accordingly,\nif a planned concert or event is cancelled, especially if the cancellation is close to the date of the planned concert or event, we would\nlose a substantial amount of sunk costs, fail to generate the anticipated revenue and may be forced to issue refunds for tickets sold.\nIf a planned concert or event is postponed, we would incur substantial additional costs in connection with having to stage the event\nor concert on an alternative date and possibly, at an alternative venue as well, which may negatively impact the attendance as well as\nconcession and merchandise sales. Further, we may, in certain situations, have to refund the cost of the tickets to ticket holders who\nare not available on the alternative date. The cancellation or postponement of an event and/or concert may have an adverse impact on\nour reputation, financial condition and results of operations. While we have not experienced any concert cancellation or postponement,\nwe cannot assure you that such concert cancellation or postponement will not happen in the future, of which could cause a material and\nadverse impact on our business, financial condition, results of operations, cash flows and prospects in the future.\n\n \n\n2\n\n \n\n \n\n**We\nare exposed to concentration risk of heavy reliance on our major customers.**\n\n \n\nA\nsignificant portion of our revenue was derived from a small number of customers during the years ended February 28, 2025 and February\n28, 2026. In the year ended February 28, 2025, two different customers accounted for 60% and 37% of our total revenue, respectively.\nIn the year ended February 28, 2026, two different customers accounted for 85% and 15% of our total revenue, respectively. We may continue\nto have a concentration of customers in the future. Therefore, if our major customers do not engage our services and we cannot secure\nnew customers on time, our business, financial condition and results of operation may be adversely affected.\n\n \n\nThere\nis also no assurance that the financial position of our major customers will remain healthy in the future and that we will be able to\nreceive payments from such customers on time. Any deterioration of the businesses of our major customers could lead to delay and/or default\nin their payments to us. If our major customers fail to make timely payments to us, our cash flows and financial position may be materially\nand adversely affected.\n\n \n\n**We\nmay be liable for the losses incurred by the relevant artiste management companies in certain circumstances.**\n\n** **\n\nWhen\nartiste management companies sell to us rights to stage and organize concerts for their artistes, we occasionally sell such rights to\nother third party organizers by entering into back-to-back arrangements with the artiste management companies and the third party organizers.\nAs we remain liable to the artiste management companies pursuant to the relevant contracts that we enter into with them, if the third\nparty organizer breaches or fails to organize such concerts or events in accordance with the relevant terms, we may be liable for damages\nor losses incurred by the relevant artiste management companies due to the aforesaid breaches. This could adversely affect our reputation\nand financial condition. We have not encountered any incidents in the past which resulted in us being liable for such losses incurred\nby the relevant artiste management companies.\n\n \n\n**We\nare exposed to the risks in the non-performance and quality of our subcontracted works.**\n\n \n\nWe\nconduct project management and certain media press release work in-house, and procure products and services from our suppliers which\nare mainly artistes management, music labels and audio visual technical companies. As such, we subcontract certain parts of our projects\nand services to third party subcontractors. We are therefore exposed to the risks that our subcontractors may not provide the subcontracted\nservices or works on time or that the quality of the works or services subcontracted may not meet the requirements under the relevant\ncontracts that we have entered into with our customers. Although we may enter into back-to-back arrangements with our subcontractors\nwhere the terms of our contract with our subcontractors are identical or substantially similar to the terms of our contract with our\ncustomers, we remain liable to our customers under the contracts that we enter into with them. As such, in the event that our subcontractor\nis unable to perform the subcontracted works or provide the required services in a satisfactory manner, we will be liable to our customers.\nShould we be unable to procure other subcontractors to complete the works, or to carry out the works ourselves at the same cost, this\nwould adversely affect our business and our profitability.\n\n \n\nAlthough\nwe have not encountered any incidents in the past which resulted in us being exposed to risks in the non-performance and quality of our\nsubcontracted works, we cannot assure you that such exposure to risks in the non-performance and quality of our subcontracted works will\nnot happen in future, which could materially and adversely affect our business, financial condition, results of operations, cash flows\nand prospects.\n\n \n\n**Poor\nweather adversely affects attendance at our events and concerts, which could negatively impact our financial performance from period\nto period.**\n\n** **\n\nWe\norganize many events and concerts. Poor weather conditions surrounding these events and concerts may affect sales of tickets, concessions,\nand merchandise, among other things. Due to weather conditions, we may be required to cancel or reschedule an event to another available\nday or a different venue, which would increase our costs for the event and could negatively impact the attendance at the event, which\nin turn could materially and adversely affect our business, financial condition, results of operations, cash flows and prospects.\n\n \n\n3\n\n \n\n \n\n**Our\nbusiness may be sensitive to public tastes and depends partially on our ability to secure popular artistes and other live events and\nconcerts.**\n\n** **\n\nOur\nbusiness may be sensitive to rapidly changing public tastes and depends partially on the availability of popular artistes and events.\nOur Live Entertainment and Agency businesses depend in part on our ability to anticipate the tastes of consumers and to offer events\nthat appeal to the masses. However, as consumer preferences change from time to time, we may not be able to anticipate, identify or react\nto these changes and secure entertainment acts or artistes which are current and popular. This in turn could adversely affect our business,\nfinancial condition, results of operations, cash flows and prospects.\n\n \n\n**Accidents\nor mishaps may occur at our events or concerts despite safety measures.**\n\n \n\nAccidents\nor mishaps may occur at the events or concerts organized by us even though we have put in place certain safety measures. Such accidents\nor mishaps may severely disrupt the events or concerts and may expose us to personal injury litigation as well as damage our reputation.\nIn such event, our business, financial condition, results of operations, cash flows and prospects may be materially and adversely affected.\nFurther, if our insurance policies do not cover or do not adequately cover such claims, our results of operations and financial performance\nmay be materially and adversely affected. We have not had any accident or mishap in the concerts and events that we organized in the\npast that had a material impact on our financials and/or operations. However, we cannot assure you that there will be no such accidents\nor mishaps in the concerts and events that we organize in the future, which could materially and adversely affect our business, financial\ncondition, results of operations, cash flows and prospects.\n\n \n\n**We\nincur relatively substantial expenses relating to artiste cost in contracting an established artiste.**\n\n** **\n\nOne\nof our business strategies is to secure established artistes to perform in various locations, such as different major cities within the\nregion. In engaging such established artistes to perform in all these locations, we generally pay a substantial down-payment or advance\nto engage the established artistes, which forms part of our cost of sales in our consolidated financial statements. If we are unable\nto obtain financing or generate cash flow internally, the amount to be spent on engaging these established artistes may have to be reduced.\nThis may adversely affect our ability to secure established artistes and our operations in the long run, which could materially and adversely\naffect our business, financial condition, results of operations, cash flows and prospects.\n\n \n\n**The\nadvent of new media and other disruptive technologies may diminish the attractions of live concerts and events.**\n\n \n\nThe\nadvent of new media and other disruptive technologies may result in artistes and our other customers using alternative media and avenues\nto reach out to their fans, supporters and customers (as the case may be), thereby diminishing the attractiveness of live concerts and\nevents. Such new or alternative media may take the form of different interactive technologies such as 3D, holography, and virtual reality,\nor other forms of disruptive technologies. If we are unable to improve our service offerings alongside technological advancements in\nthe media and entertainment industry, we might experience a decline in our competitive edge which could materially and adversely affect\nour business, financial condition, results of operations, cash flows and prospects.\n\n \n\n**Our\ninsurance coverage may be inadequate.**\n\n** **\n\nWhile\nwe believe that we have adequately insured our operations and properties in a way that we believe is customary in the Live Entertainment\nand Agency business and in amounts that we believe to be commercially appropriate, we may become subject to liabilities for events against\nwhich we are not adequately insured or which we cannot be insured on terms which are acceptable to us. Examples of these events include\nnatural disasters, riots, general strikes, and acts of terrorism. Some of the losses we suffer may also not be easily quantifiable and\nmay damage our reputation.\n\n \n\nOur\nbusiness, financial condition, results of operations, cash flows and prospects may be adversely affected if:\n\n \n\n \n●\nan\nevent occurs for which we are not adequately or sufficiently insured;\n\n \n \n \n\n \n●\none\nor more large claims is or are successfully asserted against us that exceed the available insurance coverage;\n\n \n \n \n\n \n●\nany\nof our insurance claims are contested by the insurance company; and/or\n\n \n \n \n\n \n●\nwe\nare not able to purchase insurance of the types and in the amounts that we deem necessary at acceptable premiums.\n\n \n\n4\n\n \n\n \n\n**We\nface risks from doing business in the region.**\n\n \n\nWe\norganize and/or manage live events and concerts not only in Singapore but also throughout Southeast Asia. As a result, our business is\nsubject to certain risks inherent in conducting business overseas, many of which are beyond our control. These risks include but are\nnot limited to:\n\n \n\n \n●\nlaws\nand policies affecting trade, investment and taxes, including laws and policies relating to the repatriation of funds and withholding\ntaxes, and changes in these laws;\n\n \n \n \n\n \n●\ninflation,\ninterest rates and general conditions;\n\n \n \n \n\n \n●\nchanges\nin local regulatory requirements, including restrictions on content;\n\n \n \n \n\n \n●\ndiffering\ncultural tastes and attitudes;\n\n \n \n \n\n \n●\ndiffering\ndegrees of protection for intellectual property;\n\n \n \n \n\n \n●\nthe\ninstability of foreign economies and governments;\n\n \n \n \n\n \n●\nfluctuating\nforeign exchange rates;\n\n \n \n \n\n \n●\nthe\nspread of communicable diseases in such jurisdictions, which may impact business in such jurisdictions; and\n\n \n \n \n\n \n●\nnatural\ndisasters, war and acts of terrorism.\n\n \n\nAn\nadverse development related to any of the abovementioned factors and other risks associated with international trade may have a material\nadverse effect on our business, financial condition, results of operations, cash flows and prospects if we are unable to adapt our business\nstrategies or operations accordingly.\n\n \n\n**The\nGroup’s economic performance is subject to a variety of internal and external factors, which may negatively impact the Group’s\nresult and margins.**\n\n \n\nThe\nGroup’s economic performance is subject to a variety of internal and external factors. The occurrence of external circumstances\nand factors beyond management’s control, including the macroeconomic conditions and the consequences of the ongoing conflicts between\nRussia and Ukraine, and Israel and Hamas, could have a material adverse effect on the Group’s business, financial condition and\nresults of operations. Any economic downturn or slowdown or negative business sentiment could have an indirect potential impact on our\nindustry. In addition, continued turbulence in the international markets may adversely affect our ability to access capital markets to\nmeet liquidity needs. As a result, our business operations and financial performance may be adversely affected.\n\n \n\n**We\nmay be affected by terrorist attacks, natural disasters, outbreaks of communicable diseases and other events beyond our control.**\n\n** **\n\nOur\nbusiness may be adversely affected by instability, disruption or destruction in a geographic region of Singapore, regardless of cause,\nincluding war, terrorism, riot, civil insurrection or social unrest, and natural or manmade disasters, including famine, flood, fire,\nearthquake, storm or pandemic events and spread of disease (including the COVID-19 pandemic). Such events may have an adverse impact\non the live concert and entertainment industry and our business, as well as give rise to sudden significant changes in regional and global\neconomic conditions and cycles. The consequences of any such terrorist attacks, natural disasters or other events beyond our control\nare unpredictable, and we are not able to foresee events of such nature, which could cause interruptions to parts of our businesses and\nhave an adverse effect on our business, financial condition, results of operations, cash flows and prospects.\n\n** **\n\n****\n\n5\n\n \n\n** **\n\nAdditionally,\nan outbreak of Zika, SARS, avian influenza, Influenza A (H1N1) and/or other communicable diseases, if uncontrolled, could affect our\noperations, as well as the promotion of and attendance at live events and concerts by the public. This may lead to a decrease in demand\nfor our services by artiste management companies and event organizers, which may adversely affect our business, financial condition,\nresults of operations, cash flows and prospects.\n\n** **\n\nFurther,\nin the event that our employees and/or employees of our suppliers are infected or suspected of being infected with any communicable disease,\nwe and/or our suppliers may be required by health authorities to temporarily shut down the affected premises or offices and quarantine\nthe relevant employees to prevent the spread of the disease.\n\n \n\nFor\nexample, the COVID-19 pandemic had resulted in temporary delays and suspensions or cancellation of our projects and shortage of labor\ngiven that our employees returning from certain countries may be subject to health and safety restrictions under the Infectious Diseases\nAct 1976 of Singapore, which severely disrupted our business operations and had a material and adverse effect on our business operations,\nfinancial condition, results of operations and prospects. In addition, our revenue and profitability may be materially affected if any\nhealth epidemic or virus outbreak affects the overall economic and market conditions in Singapore. Failure to meet our customers’\nexpectations could damage our sales and reputation, and may, as a result, lead to loss of business and affect our ability to attract\nnew business. The occurrence of a catastrophic event could have a material effect on our business, prospects, financial condition and\nresults of operations.\n\n \n\n**We\ndepend on the strength of our brand and any dilution of our brand value would adversely affect our business.**\n\n \n\nWe\nare dependent on our track record, reputation, brand recognition, long-standing business relationships and credibility. We believe that\nour customers associate our brand name with one of the highest quality of management and events services in Singapore, which gives us\na competitive advantage over the majority of our competitors. For instance, we often receive enquiries for our services based on referrals\nmade by our existing customers, and our customers regularly request for our name and/or our logo to be included in their marketing materials.\nThe strength of our brand is important in our engagement with new customers and is an important metric in our securing of new projects.\nWhile we believe our brand and services are recognized by our customers in the industry we operate in, it is possible that our competitors\nand or other third parties may adopt brands or marks similar to ours, which may lead to brand confusion among existing and potential\ncustomers. If unauthorized third parties exploit the use of our brand name, our reputation and goodwill and hence our ability to maintain\nour competitive edge may be adversely affected.\n\n \n\n**There\nis no assurance that our future plans will be commercially successful.**\n\n** **\n\nWe\nintend to expand our operations locally and overseas into new geographic markets in accordance with our future plans as set out in the\nsection entitled *“Our Strategies and Future Plans”* of this prospectus. Such expansion plans involve numerous risks,\nincluding but not limited to, our ability to secure locations for the setting up of new offices, expand our current facilities in a cost\nefficient manner, enter into joint ventures and/or acquire companies that are complementary to our existing businesses.\n\n** **\n\nWe\ncannot assure you that such expansion plans will be commercially successful or if we are able to enter new geographical markets to expand\nour Live Entertainment and Agency business. These expansion plans will require substantial capital expenditure, financial and management\nresources and are subject to factors beyond our control, such as government legislation, regulatory approvals, general economic conditions,\nand global or local trends.\n\n** **\n\nWe\nmay also not be successful in integrating any acquired businesses and might not achieve the anticipated synergies for revenue growth\nand cost benefits.\n\n \n\nOur\nbusiness, financial condition, results of operations, cash flows and prospects may be materially and adversely affected if we:\n\n \n\n \n●\nfail\nto achieve a sufficient level of revenue;\n\n \n \n \n\n \n●\nexperience\nperformance problems with an acquired company, such as the incurrence of debt, contingent liabilities, possible impairment charges\nrelated to goodwill or other intangible assets; and/or\n\n \n \n \n\n \n●\nencounter\nany other unanticipated events or circumstances.\n\n** **\n\n****\n\n6\n\n \n\n** **\n\n**Our\nbusiness, financial condition, results of operations, cash flows and prospects may be adversely affected by exchange rates.**\n\n** **\n\nFor\nour Live Entertainment business segment, we are exposed to exchange rate fluctuations, to the extent that the fees of the artistes we\nengage and the contracts that we sign are paid in US$. We sell our tickets and other revenue in Singapore and in S$. For our Agency business\nsegment, we make payment to the artistes we engage in US$ and we receive payment from our customers in US$.\n\n \n\nOur\nfunctional reporting currency for our statutory financial statements is presented in S$, and therefore, US$ payments will have to be\ntranslated into S$ on every reporting date. Any currency exchange gain or loss resulting from the translation is recognized as other\ncomprehensive income and accumulated in the foreign currency translation reserve, under equity. If the resulting translation differences\nare significant, they may materially affect our results and shareholders’ funds position. Additionally, the computation of bank\ncovenants and debt ratios may also be affected.\n\n \n\n**Our\nbusiness may be subject to disputes and claims between us, our suppliers and our customers.**\n\n** **\n\nWe\nmay be involved in disputes or claims between us, our suppliers and/or our customers on grounds such as non-adherence to contract terms,\ndelays, breach of contract and/or other losses suffered by either party. These disputes and/or claims may lead to legal and other proceedings\nand may result in substantial costs and diversion of our management’s resources and attention from our business. In the event that\nsuch disputes, claims, legal and/or other proceedings are not concluded in our favor and we are made liable for the claims and/or damages\nand incur legal and other costs, or we accept settlement terms that are unfavorable to us, our reputation, business, financial condition,\nresults of operations, cash flows and prospects may be adversely affected. We have not had disputes or claims with our suppliers and/or\ncustomers in the past which had a material impact on our financials and/or operations. However, we cannot assure you that we will not\nhave disputes or claims with our suppliers and/or customers in the future which could have a material and adverse impact on our business,\nfinancial condition, results of operations, cash flows and prospects.\n\n \n\n**Our\nrevenue is mainly derived from projects which are non-recurring in nature and we may not be able to secure new suppliers, customers and/or\nprojects continuously. Our historical financial and operating results are therefore not indicative of future performance.**\n\n** **\n\nOur\ncontracts are mainly project-based and the work projects are largely non-recurring in nature. Hence, it is crucial that we are able to\nsecure new projects of similar or larger value or a similar number of projects on a continual basis. As our revenue is mainly derived\nfrom projects which are non-recurring in nature, there is no assurance that we will be able to secure new suppliers, customers and/or\nnew projects from our existing projects. To secure new contracts, we have to successfully engage artistes to appear and/or perform at\nour events. In the event that we are unable to maintain business relationships with our existing artistes or artiste managers and secure\ncontracts with them, our business, financial condition, results of operations, cash flows and prospects will be adversely affected.\n\n** **\n\nOur\nrevenue, operating expenses and results of operations, therefore, may vary from period to period and from year to year in response to\nthe reasons above, as well as a variety of factors beyond our control, including general business and economic conditions, employment\nrates, inflation and interest rates, and consumer discretionary income, retail spending, and confidence. Owing to these factors, among\nothers, we believe that year-to-year or even period-to-period comparisons of our historical results of operations may not be indicative\nof our future performance and undue reliance should not be placed on these comparisons to predict our future financial performance or\nthe future performance of our Shares.\n\n \n\n**Because\nwe are incorporated under the laws of the Cayman Islands, our Controlling Shareholders may exercise their powers as shareholders, including\nthe exercise of voting rights in respect of their shares, in such manner as they think fit. You may face difficulties in protecting your\ninterests, and your ability to protect your rights through the U.S. Federal or state courts may be limited.**\n\n \n\nWhile\nunder Delaware law, controlling shareholders owe fiduciary duties to the companies they control and their minority shareholders, under\nCayman Islands law, our controlling shareholders do not owe any such fiduciary duties to our company or to our minority shareholders.\nAccordingly, our controlling shareholders may exercise their powers as shareholders, including the exercise of voting rights in respect\nof their shares, in such manner as they think fit.\n\n \n\n7\n\n \n\n \n\nShareholders\nof Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than\nthe memorandum and articles of association) or to obtain copies of lists of shareholders of these companies. Our directors have discretion\nunder our memorandum and articles of association to determine whether or not, and under what conditions, our corporate records may be\ninspected by our shareholders, but are not obliged to make them available to our shareholders unless required by the Companies Act of\nthe Cayman Islands or other applicable law or authorized by the directors or by ordinary resolution. This may make it more difficult\nfor you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders\nin connection with a 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 the United States. Currently, we do not plan to rely on home country practices with respect\nto any corporate governance matter. To the extent we choose to follow home country practices with respect to corporate governance matters,\nour shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.\n\n \n\nAs\na result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken\nby our management, members of our board of directors or controlling shareholders than they would as public shareholders of a company\nincorporated in the United States. For a discussion of significant differences between the provisions of the Companies Act of the Cayman\nIslands and the laws applicable to companies incorporated in the United States and their shareholders, see “Description of Share\nCapital and Governing Documents — Comparison of Cayman Islands Corporate Law and U.S. Corporate Law.”\n\n \n\n**Our\ncash flows may fluctuate due to the payment practice applied to our projects.**\n\n** **\n\nOur\nLive Entertainment segment’s projects normally incur net cash outflows in the initial stage of carrying out our works when we are\nrequired to pay for the setting up, wages for workers, accommodation costs, hiring of subcontractors, and commencement of works. For\nexample, ticketing companies, which are the vendors that collect payment from our customers, will pay us ticket revenue seven (7) days\nafter the end of an event, but we have to bear costs such as upfront payment to artiste and/or tour management companies during the period\nleading up to the event. Such a payment arrangement will move us from net cash outflows at the early stage to net cash inflows after\nthe event. We undertake a number of projects at any given period and therefore we could offset the cash inflow of certain projects against\nthe cash outflow of others. However, should the mix of our projects be such that there are more abovementioned upfront expenses in the\ninitial stage, our corresponding cash flow position may be adversely affected, which may in turn adversely affect our business, financial\ncondition, results of operations, cash flows and prospects.\n\n \n\n**The\noperations of entertainment events management companies in Singapore are subject to compliance with a number of regulatory requirements,\nwhich may affect our operating costs and profitability.**\n\n \n\nAs\nwith other similar companies, our operations are required to comply with various safety, employee protection and environmental protection\nlaws, regulations and requirements in Singapore, among which certain material ones are summarized in the section titled “Regulations”\nof this prospectus. In the event that our operations fail to meet these requirements, we may be subject to fines or other remedial measures.\nFurthermore, our ability to obtain new projects in the future will be affected by any of our non-compliance with the applicable laws,\nregulations and requirements. Additionally, we may incur additional costs to ensure compliance if there are any changes to the relevant\nrequirements in the future.\n\n \n\n**We\nmay need additional capital but may not be able to obtain it on favorable terms or at all.**\n\n \n\nWe\nmay require additional cash resources due to future growth and development of our business, including any investments or acquisitions\nwe may decide to pursue. If our cash resources are insufficient to satisfy our cash requirements, we may seek to issue additional equity\nor debt securities or obtain new or expanded credit facilities. Our ability to obtain external financing in the future is subject to\na variety of uncertainties, including our future financial condition, results of operations, cash flows, share price performance, and\nliquidity of international capital and lending markets. In addition, incurring indebtedness would subject us to increased debt service\nobligations and could result in operating and financing covenants that would restrict our operations. There can be no assurance that\nfinancing will be available in a timely manner or in amounts or on terms acceptable to us, or at all. Any failure to raise needed funds\non terms favorable to us, or at all, could severely restrict our liquidity as well as have a material adverse effect on our business,\nfinancial condition and results of operations. Moreover, any issuance of equity or equity-linked securities could result in significant\ndilution to our existing shareholders.\n\n \n\n8\n\n \n\n \n\n**We\nmay not be able to meet our cash requirements without obtaining additional capital from external sources.**\n\n** **\n\nWe\nanticipate that cash to fund our operating activities will be sufficient to meet our currently estimated cash requirements for at least\nthe next 12 months. Nonetheless, we operate in a market that makes our prospects difficult to evaluate. Until we could achieve a level\nof positive operating cash flows adequate to support our cost structure, we would need to rely on additional financing. There is no assurance\nsuch financing will be available to us when needed or that such financing would be available under favorable terms. If we are unable\nto obtain sufficient funding, we may be required to significantly curtail our planned operations, which may have a material adverse impact\non our ability to continue as a going concern.\n\n \n\n**Our\nsuccess is highly dependent on our ability to obtain a substantial amount of capital for our business.**\n\n \n\nWe\nwill need substantial capital in order to complete payments needed for our Live Entertainment segment projects. If we are unable to obtain\nsufficient financing, then it could result in significant delays in those projects, which could have a material adverse effect on our\nbusiness and our ability to repay our existing indebtedness.\n\n \n\n**Expansion\ninto overseas markets will have certain risks, which could have a material adverse effect on our business.**\n\n \n\nThe\nexpansion into overseas markets will have certain risks as we may have limited or no operating experience in certain markets. As a result,\nwe may not be able to attract a sufficient number of new customers due to limited presence and brand recognition in such overseas market\nand may fail to compete effectively in these markets. In addition, such expansion may increasingly subject us to risks inherent in conducting\nbusiness internationally, including but not limited to that we may not be able to obtain sufficient financing to support our overseas\nexpansion, local political instability, civil unrest or terrorism in such regions, economic uncertainties and recessions in such regions,\nfailure to comply with laws and regulations, approval or license requirements, as well as industry or technical standards of the overseas\nmarket, challenges in administering and providing support to overseas operations, differences in cultural, commercial and operating environments\nand corporate governance, and failure to recruit and retain competent personnel, each of which may have a material adverse effect on\nour business, financial condition, results of operations, cash flows and prospects.\n\n \n\n**Unauthorized\ndisclosure, destruction or modification of data, through cybersecurity breaches, computer viruses or otherwise or disruption of our services\ncould expose us to liability, protracted and costly litigation and damage our reputation.**\n\n** **\n\nOur\nbusiness involves the collection, storage, processing and transmission of customers’ business data. An increasing number of organizations,\nincluding large merchants and businesses, other large technology companies, financial institutions and government institutions, have\ndisclosed breaches of their information technology, or IT, systems, some of which have involved sophisticated and highly targeted cybersecurity\nattacks, including on portions of their websites or infrastructure. We may also be subjected to breaches of cybersecurity by hackers.\nThreats may derive from human error, fraud or malice on the part of employees or third parties, or may result from accidental technological\nfailure. Concerns about cybersecurity are increased when we transmit information. Electronic transmissions can also be subjected to cybersecurity\nattacks, interception or loss. Also, computer viruses and malware can be distributed and spread rapidly over the internet and could infiltrate\nour systems or those of our associated participants, which can impact the confidentiality, integrity and availability of information,\nand the integrity and availability of our products, services and systems, among other effects. Denial of service or other cybersecurity\nattacks could be targeted against us for a variety of purposes, including interfering with our products and services or creating a diversion\nfor other malicious activities. These types of actions and attacks could disrupt our delivery of products and services or make them unavailable,\nwhich could damage our reputation, force us to incur significant expenses in remediating the resulting impacts, expose us to uninsured\nliabilities, subject us to lawsuits, fines or sanctions, distract our management or increase our costs of doing business.\n\n \n\n9\n\n \n\n \n\nOur\nencryption of data and other protective measures may not prevent unauthorized access or use of sensitive data. A breach of our system\nor that of one of our associated participants may subject us to material losses or liability. A misuse of such data or a cybersecurity\nbreach could harm our reputation and deter customers from using our products and services, thus reducing our revenue. In addition, any\nsuch misuse or breach could cause us to incur costs to correct the breaches or failures, expose us to uninsured liabilities, increase\nour risk of regulatory scrutiny, subject us to lawsuits, result in the imposition of material penalties and fines under applying laws\nor regulations.\n\n \n\nWe\ncannot assure you that there are written agreements in place with every associated participant or that such written agreements will prevent\nthe unauthorized use, modification, destruction or disclosure of data or enable us or our customers to obtain reimbursement in the event\nwe should suffer incidents resulting in unauthorized use, modification, destruction or disclosure of data. Any unauthorized use, modification,\ndestruction or disclosure of data could result in protracted and costly litigation, which could have a material and adverse effect on\nour business, financial condition and results of operations.\n\n \n\nCybersecurity\nattack incidents are increasing in frequency and evolving in nature and include, but are not limited to, installation of malicious software,\nunauthorized access to data and other electronic security breaches that could lead to disruptions in systems, unauthorized release of\nconfidential or otherwise protected information and the corruption of data. Given the unpredictability of the timing, nature and scope\nof information technology disruptions, there can be no assurance that the procedures and controls we employ will be sufficient to prevent\nsecurity breaches from occurring and we could be subject to manipulation or improper use of our systems and networks or financial losses\nfrom remedial actions, any of which could have a material and adverse effect on our business, financial condition and results of operations.\n\n \n\n**We\ncould incur substantial costs as a result of data protection concerns or IT systems disruption or failure.**\n\n \n\nWhile\nwe have not been the subject of any cyber-attacks or IT system failures that have had a material impact on our Group, our business may\nbe impacted by such attacks or system failures in the future. Cybersecurity attacks, in particular, are evolving and include, but are\nnot limited to, malicious software, attempts to gain unauthorized access to data and other electronic security breaches that could lead\nto disruptions in systems, unauthorized release of confidential or otherwise protected information and corruption of data. A cyberattack\nor system failure may result in operational downtimes and/or delays, which may have a detrimental impact on our ability to provide services\nto our customers.\n\n \n\nWe\nhandle the personal data of customers in the ordinary course of providing services to customers. While we have implemented measures to\nprotect sensitive information and confidential and personal data and comply with applicable laws, rules and regulations, our facilities\nand systems may be vulnerable to security breaches and other data loss, including cyber-attacks. In addition, it is not possible to predict\nthe impact on our business of any future loss, alteration or misappropriation of information in our possession related to us, our employees,\nformer employees, customers, suppliers or others. This could lead to negative publicity, legal claims, theft, modification or destruction\nof proprietary or other key information, damage to or inaccessibility of critical systems, operational downtimes and/or delays and other\nsignificant costs, which could adversely affect our business, financial condition, results of operations and prospects.\n\n \n\n**Risks\nRelated to our Shares**\n\n \n\n**If\nwe fail to implement and maintain an effective system of internal controls, we may be unable to accurately or timely report our results\nof operations or prevent fraud, and investor confidence and the market price of our Ordinary Shares may be materially and adversely affected.**\n\n \n\nEffective\ninternal control over financial reporting is necessary for us to provide reliable financial reports and, together with adequate disclosure\ncontrols and procedures, is designed to prevent fraud.\n\n \n\nOur\nfailure to implement and maintain effective internal controls over financial reporting could result in errors in our financial statements\nthat could result in a restatement of our financial statements, cause us to fail to meet our reporting obligations and cause investors\nto lose confidence in our reported financial information, which may result in volatility in and a decline in the market price of our\nOrdinary Shares.\n\n \n\n10\n\n \n\n \n\nAs\na public company in the United States, we are subjected to the Sarbanes- Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of\n2002, or Section 404, which will require that we include a report of management on our internal control over financial reporting in our\nannual report on Form 20-F. In addition, if we cease to be an “emerging growth company” as such term is defined in the JOBS\nAct, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial\nreporting on an annual basis. Our management may conclude that our internal control over financial reporting is not effective. Moreover,\neven if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting\nfirm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls\nor the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently\nfrom us. In addition, after we become a public company, our reporting obligations may place a burden on our management, operational and\nfinancial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation testing and any required\nremediation.\n\n \n\nDuring\nthe course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify\nmaterial weaknesses and deficiencies in our internal control over financial reporting. The Public Company Accounting Oversight Board,\nor PCAOB, has defined a material weakness as “a deficiency, or a combination of deficiencies in internal control over financial\nreporting, such that there is a reasonable possibility that a material misstatement of the annual or interim statements will not be prevented\nor detected on a timely basis.”\n\n \n\nIn\naddition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented\nor amended 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 speaking, if we fail to achieve and maintain an effective internal control environment,\nwe could 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 Ordinary Shares. Additionally, ineffective internal control over\nfinancial reporting could expose us to increased risk of fraud, misuse of corporate assets and legal actions under the United States\nsecurities laws and subject us to potential delisting from Nasdaq, to regulatory investigations and to civil or criminal sanctions.\n\n \n\n**We\nare an “emerging growth company” within the meaning of the Securities Act, and if we take advantage of certain exemptions\nfrom disclosure requirements available to emerging growth companies, this could make it more difficult to compare our performance with\nother public companies.**\n\n \n\nWe\nare an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act. Section 102(b)(1)\nof the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until\nprivate companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class\nof securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS\nAct provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging\ngrowth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period,\nwhich means that when a standard is issued or revised, and it has different application dates for public or private companies, we, as\nan emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This\nmay make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging\ngrowth company which has opted out of using the extended transition period difficult or impossible because of the potential differences\nin accountant standards used.\n\n \n\n**As\nan “emerging growth company” under applicable law, we will be subject to lessened disclosure requirements. Such reduced disclosure\nmay make our Ordinary Shares less attractive to investors.**\n\n \n\nFor\nas long as we remain an “emerging growth company,” as defined in the JOBS Act, we will elect to take advantage of certain\nexemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”,\nincluding, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley\nAct, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from\nthe requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments\nnot previously approved. Because of these lessened regulatory requirements, our shareholders would be left without information or rights\navailable to shareholders of more mature companies. If some investors find our Ordinary Shares less attractive as a result, there may\nbe a less active trading market for our Ordinary Shares and our share price may be more volatile.\n\n \n\n11\n\n \n\n \n\n**We\nwill incur substantial increased costs as a result of being a public company.**\n\n \n\nWe\nhave incur significant legal, accounting, and other expenses as a public company that we did not incur as a private company. The Sarbanes-Oxley\nAct of 2002, as well as rules subsequently implemented by the SEC and Nasdaq, impose various requirements on the corporate governance\npractices of public companies.\n\n \n\nCompliance\nwith these rules and regulations increases our legal and financial compliance costs and makes some corporate activities more time-consuming\nand costlier. We have incurred additional costs in obtaining director and officer liability insurance. In addition, we incur additional\ncosts associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve\non our board of directors or as executive officers.\n\n \n\nWe\nare an “emerging growth company,” as defined in the JOBS Act and will remain an emerging growth company until the earlier\nof (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our IPO, (b) in which we have total annual\ngross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value\nof our Ordinary Shares that is held by non-affiliates exceeds $700 million as of the prior April 30, and (2) the date on which we have\nissued more than $1.0 billion in non-convertible debt during the prior three-year period. An emerging growth company may take advantage\nof specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include\nexemption from the auditor attestation requirement under Section 404 in the assessment of the emerging growth company’s internal\ncontrol over financial reporting and permission to delay adopting new or revised accounting standards until such time as those standards\napply to private companies.\n\n \n\nAfter\nwe are no longer an “emerging growth company,” or until five years following the completion of our initial public offering,\nwhichever is earlier, we expect to incur significant additional expenses and devote substantial management effort toward ensuring compliance\nwith the requirements of Section 404 and the other rules and regulations of the SEC. For example, as a public company, we have been required\nto increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures.\n\n \n\nWe\nare currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with\nany degree of certainty the amount of additional costs we may incur or the timing of such costs.\n\n \n\n**We\ndo not intend to pay dividends for the foreseeable future.**\n\n \n\nWe\ncurrently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare\nor pay any dividends in the foreseeable future. As a result, you may only receive a return on your investment in our Ordinary Shares\nif the market price of our Ordinary Shares increases.\n\n \n\n**If\nsecurities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding\nour Ordinary Shares, the price of our Ordinary Shares and trading volume could decline.**\n\n \n\nAny\ntrading market for our Ordinary Shares may depend in part on the research and reports that industry or securities analysts publish about\nus or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade us, the price\nof our Ordinary Shares would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish\nreports on us, we could lose visibility in the financial markets, which could cause the price of our Ordinary Shares and the trading\nvolume to decline.\n\n \n\n**If\nwe cease to qualify as a foreign private issuer, we would be required to comply fully with the reporting requirements of the Exchange\nAct applicable to U.S. domestic issuers, and we would incur significant additional legal, accounting and other expenses that we would\nnot incur as a foreign private issuer.**\n\n \n\nAs\nof the date of this Report, we qualify as a foreign private issuer. As a foreign private issuer, we will be exempt from the rules under\nthe Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders will\nbe exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we\nwill not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly\nas United States domestic issuers, and we will not be required to disclose in our periodic reports all of the information that United\nStates domestic issuers are required to disclose. Should we cease to qualify as a foreign private issuer in the future, in which case\nwe would incur significant additional expenses that could have a material adverse effect on our results of operations.\n\n \n\n12\n\n \n\n \n\n**As\na foreign private issuer and “controlled company” within the meaning of the Nasdaq’s corporate governance rules, we\nare permitted to rely on exemptions from certain of the Nasdaq corporate governance standards. Our choice to rely on such exemptions\nmay afford less protection to holders of our ordinary shares. We intend to comply with the Nasdaq Corporate Governance rules applicable\nto foreign private issuers and do not intend to rely on such controlled company exemptions.**\n\n** **\n\nThe\nNasdaq corporate governance rules require listed companies to have, among other things, a majority of independent board members and independent\ndirector oversight of executive compensation, nomination of directors and corporate governance matters. As a foreign private issuer,\nwe are permitted to follow home country practice in lieu of the above requirements. If we choose to rely on the foreign private issuer\nexemption to certain of the Nasdaq corporate governance standards, a majority of the directors on our board of directors will not be\nrequired to be independent directors, our remuneration committee will not be required to be comprised entirely of independent directors\nand we will not be required to have a nominating committee. Therefore, our board of directors approach to governance will be different\nfrom that of a board of directors consisting of a majority of independent directors, and, as a result, the management oversight of our\nCompany may be more limited than if we were subject to all of the Nasdaq corporate governance standards.\n\n \n\nA\n“controlled company” under the Nasdaq corporate governance rules is a company of which more than 50% of the voting power\nis held by an individual, group or another company. As of the date of this Report, our principal shareholder will control a majority\nof the voting power of our outstanding ordinary shares, making us a “controlled company” within the meaning of the Nasdaq\ncorporate governance rules. As a controlled company, if we may elect not to comply with certain of the Nasdaq corporate governance standards,\nincluding the requirement that a majority of directors on our board of directors are independent directors and the requirement that our\nremuneration committee and our nominating committee consist entirely of independent directors.\n\n \n\nShould\nwe choose to rely on the above exemptions, our shareholders will not have the same protection afforded to shareholders of companies that\nare subject to all of the Nasdaq corporate governance standards, and the ability of our independent directors to influence our business\npolicies and affairs may be reduced. However, we intend to comply with the Nasdaq corporate governance rules applicable to foreign private\nissuers and do not intend to rely on the above exemptions of controlled company.\n\n \n\n**If\nwe cannot continue to satisfy the listing requirements and other rules of the Nasdaq Capital Market, our securities may not be listed\nor may be delisted, which could negatively impact the price of our securities and your ability to sell them.**\n\n \n\nAs\npreviously reported, the Company received a deficiency letter from the Listing Qualifications Department of Nasdaq indicating that, based\non the closing bid price for the last 30 consecutive business days, the Company was not in compliance with the $1.00 minimum bid price\nrequirement for continued listing Nasdaq, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). In accordance\nwith Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided a period of 180 calendar days, or until February 9, 2026 (the “Initial\nCompliance Date”), to regain compliance with the Bid Price Rule. The Company did not regain compliance with the Bid Price Rule\nby the Initial Compliance Date.\n\n \n\nBy\nletter dated February 10, 2026, Nasdaq informed the Company that it will provide the Company with an additional 180 calendar days compliance\nperiod, or until August 10, 2026 (the “New Compliance Date”), in which to regain compliance with the Bid Price Rule. In the\nevent that the Company does not regain compliance prior to the New Compliance Date, Nasdaq will provide notice that the Company’s\nsecurities will be subject to delisting, at which time the Company may appeal Nasdaq’s determination to a Hearings Panel.\n\n \n\nIf\nthe Nasdaq Capital Market delists our securities from trading, we could face significant consequences, including:\n\n \n\n \n●\na\nlimited availability for market quotations for our securities;\n\n \n \n \n\n \n●\nreduced\nliquidity with respect to our securities;\n\n \n \n \n\n \n●\na\ndetermination that our Ordinary Share is a “penny stock,” which will require brokers trading in our Ordinary Share to\nadhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our\nOrdinary Share;\n\n \n \n \n\n \n●\nlimited\namount of news and analyst coverage; and\n\n \n \n \n\n \n●\na\ndecreased ability to issue additional securities or obtain additional financing in the future.\n\n** **\n\n****\n\n13\n\n \n\n** **\n\n**Anti-takeover\nprovisions in our memorandum and articles of association may discourage, delay, or prevent a change in control.**\n\n \n\nSome\nprovisions of our memorandum of association (the “Memorandum”) and articles of association (the “Articles of Association”),\nas amended from time to time (collectively the “Memorandum and Articles of Association”), may discourage, delay or prevent\na change in control of our company or management that shareholders may consider favorable, including, among other things, the following:\n\n \n\n \n●\nprovisions\nthat authorize our board of directors to issue preference shares in one or more series and to designate the rights, preferences and\nrestrictions of such preference shares without any further vote or action by our shareholders; and\n\n \n \n \n\n \n●\nprovisions\nthat limit the ability of our shareholders to requisition and convene general meetings of shareholders.\n\n \n\n**Our\nboard of directors may decline to register transfers of Ordinary Shares in certain circumstances.**\n\n \n\nExcept\nin connection with the settlement of trades, transactions or transfers of Ordinary Shares entered into through the facilities of a stock\nexchange or automated quotation system on which our Ordinary Shares are listed or traded from time to time, our board of directors may,\nin its sole discretion, decline to register any transfer of any Ordinary Share which is not fully paid up or on which we have a lien.\nOur directors may also decline to register any transfer of any Ordinary Share unless (i) the instrument of transfer is lodged with us,\naccompanied by the certificate for the shares to which it relates and such other evidence as our board of directors may reasonably require\nto show the right of the transferor to make the transfer; (ii) the instrument of transfer is in respect of only one class of shares;\n(iii) the instrument of transfer is properly stamped, if required; (iv) in the case of a transfer to joint holders, the number of joint\nholders to whom the share is to be transferred does not exceed four; (v) the shares transferred are free of any lien in favor of us;\nand (vi) a fee of such maximum sum as the Nasdaq Capital Market may determine to be payable, or such lesser sum as our board of directors\nmay from time to time require, is paid to us in respect thereof.\n\n \n\nIf\nour directors refuse to register a transfer they shall, within two months after the date on which the instrument of transfer was lodged,\nsend to each of the transferor and the transferee notice of such refusal. The registration of transfers may, after compliance with any\nnotice required in accordance with the rules of the relevant stock exchange, be suspended and our register of members closed at such\ntimes and for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers\nshall not be suspended nor the register of members closed for more than 30 days in any year.\n\n \n\nThis,\nhowever, is unlikely to affect market transactions of the Ordinary Shares purchased by investors in the public offering. Once the Ordinary\nShares have been listed on the Nasdaq Capital Market, the legal title to such Ordinary Shares and the registration details of those Ordinary\nShares in the Company’s register of members will remain with DTC/Cede & Co. All market transactions with respect to those Ordinary\nShares will then be carried out without the need for any kind of registration by the directors, as the market transactions will all be\nconducted through the Depository Trust Company (“**DTC**”) systems.\n\n \n\n**Because\nwe are an “emerging growth company,” we may not be subject to requirements that other public companies are subject to, which\ncould affect investor confidence in us and our Ordinary Shares.**\n\n \n\nFor\nas long as we remain an “emerging growth company,” as defined in the JOBS Act, we will elect to take advantage of certain\nexemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”,\nincluding, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley\nAct, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from\nthe requirements of shareholder approval of any golden parachute payments not previously approved. Because of these lessened regulatory\nrequirements, our shareholders would be left without information or rights available to shareholders of more mature companies. If some\ninvestors find our Ordinary Shares less attractive as a result, there may be a less active trading market for our Ordinary Shares and\nour share price may be more volatile.\n\n \n\n14\n\n \n\n \n\n**The\nlaws of the Cayman Islands may not provide our shareholders with benefits comparable to those provided to shareholders of corporations\nincorporated in the United States.**\n\n \n\nOur\ncorporate affairs are governed by our Memorandum and Articles of Association, by the Companies Act (As Revised) of the Cayman Islands\nand by the common law of the Cayman Islands. The rights of shareholders to take action against our directors, actions by minority shareholders\nand the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman\nIslands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands\nas well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court\nin the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly\nestablished as they would be under statutes or judicial precedents in the United States. In particular, the Cayman Islands has a less\ndeveloped body of securities laws than the United States. In addition, Cayman Islands companies may not have the standing to initiate\na shareholder derivative action in a federal court of the United States. Therefore, our public shareholders may have more difficulty\nprotecting their interests in the face of actions by our management, directors or controlling shareholders than they would as public\nshareholders of a corporation incorporated in a jurisdiction in the United States.\n\n \n\n**You\nmay be unable to present proposals before annual general meetings or extraordinary general meetings not called by shareholders.**\n\n \n\nCayman\nIslands law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any\nright to put any proposal before a general meeting. These rights, however, may be provided in a company’s articles of association.\nOur Articles of Association allow our shareholders holding shares which carry in aggregate not less than 10% of all votes attaching to\nthe issued and outstanding shares of the Company entitled to vote at general meetings to requisition an extraordinary general meeting\nof our shareholders, in which case our board is obliged to convene an extraordinary general meeting and to put the resolutions so requisitioned\nto a vote at such meeting. Advance notice of not less than seven days is required for the convening of our annual general shareholders’\nmeeting (if any) and any other general meeting of our shareholders. A quorum required for a general meeting of shareholders is duly constituted\nif, at the commencement of the meeting, there are present in person, through their authorized representative or by proxy two or more\nshareholders entitled to vote on resolutions of shareholders to be considered at the meeting except where there is only one shareholder\nentitled to vote on resolutions of shareholders to be considered at the meeting in which case the quorum shall be one shareholder.\n\n \n\n**If\nwe are classified as a passive foreign investment company, United States taxpayers who own our Ordinary Shares may have adverse United\nStates federal income tax consequences.**\n\n \n\nIn\ngeneral, we will be treated as a passive foreign investment company (“PFIC”) for any taxable year in which either (1) at\nleast 75% of our gross income (looking through certain 25% or more-owned subsidiaries) is passive income or (2) at least 50% of the average\nvalue of our assets (looking through certain 25% or more-owned subsidiaries) is attributable to assets that produce, or are held for\nthe production of, passive income. Passive income generally includes, without limitation, dividends, interest, rents, royalties, and\ngains from the disposition of passive assets. If we are determined to be a PFIC for any taxable year (or portion thereof) that is included\nin the holding period of a U.S. Holder (as defined in the Section of this prospectus captioned “Material U.S. Federal Income Tax\nConsiderations”) of our securities, the U.S. Holder may be subject to increased U.S. federal income tax liability and may be subject\nto additional reporting requirements. The determination of whether we are a PFIC is a fact-intensive determination made on an annual\nbasis applying principles and methodologies that in some circumstances are unclear and subject to varying interpretation. Our actual\nPFIC status for any taxable year will not be determinable until after the end of such taxable year. We are not currently expected to\nbe treated as a PFIC for U.S. federal income tax purposes, but this conclusion is a factual determination made annually and, thus, is\nsubject to change. Accordingly, there can be no assurance with respect to our status as a PFIC for our current taxable year or any subsequent\ntaxable year. We urge U.S. Holders to consult their own tax advisors regarding the possible application of the PFIC rules in light of\ntheir individual circumstances.\n\n \n\n15\n\n \n\n \n\n**Our\nshareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption\nof their shares.**\n\n \n\nIf\nwe make a liquidating distribution, any distributions received by shareholders could be viewed as an unlawful payment if it was proved\nthat immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary\ncourse of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our\ndirectors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby\nexposing themselves and our company to claims, by paying public shareholders prior to addressing the claims of creditors. We cannot assure\nyou that claims will not be brought against us for these reasons. Under Cayman Islands law, a Cayman Islands company may pay a dividend\nout of either profit or its share premium account, provided that in no circumstances may a dividend be paid out of the share premium\naccount if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. Our Company\nand any director or manager of the Company who knowingly and willfully authorizes or permits any distribution or dividend to be paid\nout of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would commit\nan offence and may be liable to a fine of Cayman Islands dollars 15,000 and to imprisonment for five years in the Cayman Islands.\n\n \n\n**You\nmay face difficulties in protecting your interests as a shareholder, as Cayman Islands law provides substantially less protection when\ncompared to the laws of the United States and it may be difficult for a shareholder of ours to effect service of process or to enforce\njudgements obtained in the U.S. courts.**\n\n \n\nWe\nare an exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our Memorandum and Articles\nof Association, as amended and by the Companies Act (As Revised) and common law of the Cayman Islands. The rights of shareholders to\ntake legal action against our directors, officers and us, actions by minority shareholders and the fiduciary duties of our directors\nto us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands\nis derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law. Decisions\nof the English courts are generally of persuasive authority but are not binding on the courts of the Cayman Islands. The rights of our\nshareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under\nstatutes or judicial precedents in the United States. In particular, the Cayman Islands has a less developed body of securities laws\nas compared to the United States, and provides significantly less protection to investors. In addition, Cayman Islands companies may\nnot have standing to initiate a shareholder derivative action before the U.S. federal courts. The Cayman Islands courts are also unlikely\nto impose liabilities against us in original actions brought in the Cayman Islands, based on the civil liability provisions of U.S. securities\nlaws, so far as the liabilities imposed by those provisions are penal in nature.\n\n \n\nCurrently,\nall of our operations are conducted outside the United States, and substantially all of our assets are located outside the United States.\nAll of our directors and officers are nationals or residents of jurisdictions other than the United States and all or a substantial portion\nof their assets are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process\nwithin the United States upon these persons, or to enforce against us or them judgments obtained in U.S. courts, including judgments\npredicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.\n\n \n\nAs\na result of all of the above, our shareholders may have more difficulty in protecting their interests through actions against us or our\nofficers, directors or major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.\n\n \n\n**Risks\nRelated to Regulations and Litigation**\n\n \n\n**We\nare subject to evolving laws, regulations, standards and policies, and any actual or perceived failure to comply could harm our brand\nand reputation, subject us to significant fines and liability, or otherwise adversely affect our business.**\n\n \n\nThe\nlaws, regulations, standards and policies governing the provision of entertainment events management services vary from jurisdiction\nto jurisdiction. The application of these types of laws to our operations continues to be difficult to predict but could pose operational\nchallenges for us in the future. Because laws vary from jurisdiction to jurisdiction, our services must be continually monitored for\ncompliance with the various rules and requirements, which may change from time to time. Furthermore, the costs of compliance, including\nremediation of any discovered issues and any changes to our operations mandated by new or amended laws, may be significant, and any failures\nto comply could result in additional expenses, delays or fines. The applicable laws, regulations, standards and policies relating to\nthe provision of entertainment events management services in the different jurisdictions in which our customers are located in continue\nto rapidly change, which increases the likelihood of a patchwork of complex or conflicting regulations, or which could adversely increase\nour compliance costs or otherwise materially and adversely affect our business, financial condition, results of operations, cash flows\nand prospects.\n\n \n\n**We\nare currently involved in a pending arbitration proceeding in Singapore and may be involved in certain legal proceedings from time\nto time. Any adverse decision in such proceedings may render us liable to liabilities and may adversely affect our business,\nfinancial condition, results of operations, cash flows and prospects.**\n\n \n\nWe are currently involved in a pending arbitration proceeding (the “Arbitration)\nin the Singapore International Arbitration Centre, as noticed on June 26, 2026, from Haodong Yang (the “Claimant”), relating\nto a dispute pursuant to a loan agreement between the Claimant, our CEO Harris Lim, and the Company. We may be involved in other legal\nproceedings from time to time. In addition to the related cost, managing and defending arbitration proceedings or litigation can divert\nour management’s attention. We may also need to pay damages to settle claims with a substantial amount of cash, including in this\npending Arbitration. Any of these could have a material adverse effect on our business, financial condition, results of operations, cash\nflows and prospects.\n\n \n\n16"}