{"url_path":"/sec/gibow/10-k/2026/item-3","section_key":"item-3","section_title":"Item 3 KEY INFORMATION**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/2034520/0001493152-26-023628-index.html","accession_number":"0001493152-26-023628","cik":"0002034520","ticker":"GIBO","issuer_name":"GIBO HOLDINGS Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/2034520/0001493152-26-023628-index.html","primary_entity_key":"0002034520","primary_entity_name":"GIBO HOLDINGS Ltd"},"word_count":33920,"has_tables":true,"body_markdown":"**ITEM\n3. KEY INFORMATION**\n\n** **\n\n**Our\nHolding Company Structure and Risks Related to Doing Business in Hong Kong**\n\n** **\n\nWe\nare not an operating company but a Cayman Islands holding company incorporated as an exempted company with limited liability. We\nindirectly hold 100% of the equity interests in Hong Kong Daily Group Supply Chain Limited, or HK Daily or the Hong Kong Subsidiary,\nour operating subsidiary in Hong Kong, and do not operate business through any variable interest entities. Since our inception and\nas of December 31, 2025, GIBO Holdings Limited, or the Parent, conducted the majority of its operations in Hong Kong through the\nHong Kong subsidiary. As of the date of this Report, we have relocated our headquarters to Malaysia and expect to conduct an\nincreasing portion of our operations outside of Hong Kong. As of the date of this Report, the Parent does not have any subsidiaries\nincorporated in mainland China, nor any business operations in mainland China. Such holding company structure involves unique risks\nto investors. Investors in our securities should be aware that they will not directly hold equity interests in any Chinese\noperating entity, but rather will hold equity interests solely in our Cayman Islands holding company, which indirectly own 100% of\nthe equity interests in the Hong Kong Subsidiary.\n\n \n\nWe face various legal\nand operational risks associated with having the majority of our operations in Hong\nKong and the complex and evolving laws and regulations in China. For example, the PRC government has the authority to intervene\nor influence the operations of our business. We may need to adjust our operations from time to time to address any concern that may be\nraised by governmental agencies or otherwise comply with their regulatory requirements or regulatory actions. The PRC government’s\nenforcement of PRC laws may in turn influence our operations at any time, which could cause the value of our securities to significantly\ndecline or become worthless and affect our ability to offer or continue to offer securities to investors. In recent\nyears, the PRC government has initiated a series of regulatory actions and statements to regulate business operations in the PRC with\nlittle advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based\ncompanies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews,\nand expanding the efforts in anti-monopoly enforcement. It is uncertain what potential impact such modified or new laws and regulations\nwill have on our daily business operations, our ability to accept foreign investments and the listing of our securities on a U.S. or\nother foreign exchange. These actions could result in a material change in our operations and/or the value of our securities and could\nsignificantly limit or completely hinder our ability to offer or continue to offer our securities to investors. See “*Item 3. Key Information—D.\nRisk Factors—Risks Related to Our Operations in Hong Kong.*”\n\n \n\n**PRC Permissions and Approvals**\n\n \n\nSince our\ninception and as of December 31, 2025, we conducted the majority of our operations in Hong Kong, and we believe that we had\nobtained all requisite permissions and approvals that are material to our operations in Hong Kong. As of the date of this Report,\nwe have relocated our headquarters to Malaysia and expect to conduct an increasing portion of our operations outside of Hong\nKong. However, there can be no assurance that we will be able to maintain such permissions and approvals in the future. In\naddition, laws and regulations in China may change quickly with little advance notice, and the Chinese government may intervene or\ninfluence our operations in Hong Kong at any time. As a result, we may be required to obtain additional permissions and approvals in\nthe future. There can be no assurance that such permissions and approvals can be obtained in a timely manner, or at all, and our\nbusiness, results of operations and financial condition could be materially and adversely affected. See “*Item 3. Key\nInformation—D. Risk Factors—Risks Related to Our Operations in Hong Kong—Our business, financial condition,\nresults of operations, and prospects may be materially and adversely affected if certain laws and regulations of the PRC become\napplicable to us or our subsidiaries. We may be subject to the risks and uncertainties associated with the evolving laws and\nregulations in the PRC, their interpretation and implementation, and the legal and regulatory system in the PRC more\ngenerally.*”\n\n \n\nOn\nDecember 28, 2021, the Cyberspace Administration of China, or the\nCAC, and 12 other relevant PRC government authorities published the amended Cybersecurity Review Measures (the “New CAC\nMeasures”), which came into effect on February 15, 2022 and replaced the cybersecurity review measures issued in April 2020.\nThe New CAC Measures provide that a “network platform operator” that possesses personal information of more than one\nmillion users and seeks to list its securities overseas must apply for a cybersecurity review. Further, the relevant PRC\ngovernmental authorities may initiate a cybersecurity review against any company if they determine certain network products,\nservices, or data processing activities of such company affect or may affect national security, or such company be construed as\noperators of critical information infrastructure purchasing network products and services. The Hong Kong Subsidiary does not\ncollect, process or use personal information of entities or individuals other than what is necessary for its business and does not\ndisseminate such information, and does not conduct any data processing activities in mainland China. As *GIBO.ai* platform\ngeo-blocks IP addresses from mainland China and does not have any business operation within mainland China, we do not believe that\nwe are subject to clearance from the CAC under the New CAC Measures in connection with our Business Combination consummated on May 8, 2025. However, we face uncertainties as to the interpretation\nor implementation of such regulations or rules, and if required, whether such clearance can be timely obtained, or at all. In the\nfuture, if we and/or our subsidiaries are required to obtain any permission or approval from or complete any filing procedure with\nthe CAC or other PRC governmental authorities under the PRC law, we may be fined or subject to other sanctions, and our\nsubsidiaries’ business and reputation, financial condition, and results of operations may be materially and adversely\naffected. Any actions by the PRC government to exert more influence and control over offerings that are conducted overseas and/or\nforeign investments in Hong Kong-based issuers (including businesses whose operations are in Hong Kong) could significantly limit or\ncompletely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to\nsignificantly decline or be worthless. See “*Item 3. Key Information—D. Risk Factors — Risks Related to Our\nOperations in Hong Kong — Our Hong Kong subsidiary may be subject to a variety of laws and other obligations regarding cyber\nsecurity and data protection, and any failure to comply with applicable laws and obligations could have a material adverse effect on\nour business, financial condition and results of operations.*”\n\n \n\n1\n\n \n\n \n\nOn\nFebruary 17, 2023, the China Securities Regulatory Commission, or the CSRC, promulgated the Trial Administrative Measures of the\nOverseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines, which became\neffective on March 31, 2023. The Trial Measures, which reformed the existing regulatory regime for overseas offering and listing of\nsecurities by PRC domestic companies and both direct and indirect overseas offering and listing of securities by PRC domestic\ncompanies, imposes a filing-based regulatory regime. According to the Trial Measures, if an issuer meets both of the following\ncriteria, the overseas securities offering and listing conducted by such issuers shall be deemed as indirect overseas offering and\nlisting, and filings with the CSRC pursuant to the Trial Measures’ requirements shall be submitted within three working days\nfollowing its submission of application for an initial public offering or listing: (i) more than 50% of the issuer’s operating\nrevenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent\nfiscal year is accounted for by domestic companies; and (ii) the main parts of the issuer’s business activities are conducted\nin China, or its main places of business are located in China, or the senior managers in charge of its business operations and\nmajority of the issuer’s management are Chinese citizens or domiciled in China. We do not\nbelieve that we meet the criteria for CSRC filing in connection with our Business Combination consummated on May 8, 2025, on the basis that (i) we do not any subsidiaries or business operations in\nmainland China; and (ii) none of our operating revenues, total profits, total assets or net assets is accounted for by any\nsubsidiaries based in mainland China, and none of our senior management members is domiciled in mainland China.\n\n \n\nHowever,\nwe cannot assure you that relevant PRC governmental agencies, including the CSRC, would reach the same conclusion that we do. If the\nCSRC or other regulatory agencies later promulgate new rules or explanations requiring us to obtain their approvals in the future, we\nmay be unable to obtain such approvals, which could significantly limit or completely hinder our ability to offer or continue to offer\nsecurities to our investors. Any uncertainties or negative publicity regarding such approval requirements could have a material adverse\neffect on our ability to complete any future offering of our securities or the market for and market price of our securities and cause\nthe value of our securities to significantly decline or become worthless. We have been closely monitoring regulatory developments in\nChina regarding any necessary approvals from the CSRC, the CAC or other PRC governmental authorities required for overseas listings.\nNevertheless, we may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for\nany failure to comply. Furthermore, given recent statements by the PRC government indicating an intent to exert more influence and control\nover offerings that are conducted overseas and there are uncertainties with respect to the Chinese legal system and changes in laws,\nregulations, and policies, including how those laws, regulations, and policies will be interpreted or implemented, although as of the\ndate of this Report, we have not been involved in any investigations initiated by the applicable government regulatory authorities,\nnor have we received any inquiry, notice, warning or sanction in such respect, it is uncertain whether or when we might be subject to\nsuch requirements, permission and approval from any related PRC government to list its shares on Nasdaq in the future. See “*Item 3. Key Information—D.\nRisk Factors—Risks Related to Our Operations in Hong Kong—Our business, financial condition, results of operations, and prospects\nmay be materially and adversely affected if certain laws and regulations of the PRC become applicable to us or our subsidiaries. We may\nbe subject to the risks and uncertainties associated with the evolving laws and regulations in the PRC, their interpretation and implementation,\nand the legal and regulatory system in the PRC more generally.*”\n\n \n\n2\n\n \n\n \n\n**The\nHolding Foreign Companies Accountable Act**\n\n \n\nPursuant\nto the Holding Foreign Companies Accountable Act, or the HFCAA, if the SEC determines that we have filed audit reports issued by a\nregistered public accounting firm that has not been subject to inspections by the PCAOB for two consecutive years, the SEC will\nprohibit our securities from being traded on a national securities exchange or in the over-the-counter trading market in the United\nStates. On December 16, 2021, the PCAOB, issued a report notifying the SEC of its determination that it was unable to inspect or\ninvestigate completely registered public accounting firms headquartered in mainland China and Hong Kong. On\nDecember 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong\nKong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. Our\nauditor, Enrome LLP, or Enrome, the independent registered public accounting firm that issues the audit report included elsewhere in\nthis Report, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is\nsubject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the\napplicable professional standards. Enrome is headquartered in Singapore, and the PCAOB performed an onsite inspection in April 2025;\nhowever, Enrome is still awaiting the results of the inspection as of the date of this Report. The PCAOB is expected to\ncontinue to demand complete access to inspections and investigations against accounting firms headquartered in mainland China and\nHong Kong in the future and states that it has already made plans to resume regular inspections in early 2023 and beyond. For this\nreason, we do not expect to be identified as a Commission-Identified Issuer under the HFCAA following our filing of this Report for\nthe fiscal year ended December 31, 2025. However, whether the PCAOB will continue to conduct inspections and investigations\ncompletely to its satisfaction of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject\nto uncertainty and depends on a number of factors out of our and our auditor’s control, including positions taken by\nauthorities of the PRC and the PCAOB. The PCAOB is required under the HFCAA to make its determination on an annual basis with\nregards to its ability to inspect and investigate completely accounting firms based in mainland China and Hong Kong. The possibility\nof being a “Commission-Identified Issuer” and risk of delisting may continue to adversely affect the trading price of\nour securities. If the PCAOB determines in the future that it no longer has full access to inspect and investigate accounting firms\nheadquartered in mainland China and Hong Kong and we use an accounting firm headquartered in one of these jurisdictions to issue an\naudit report on its financial statements , we would be identified as a “Commission-Identified Issuer” under the HFCAA\nfollowing the filing of the annual report for the relevant fiscal year, and if we were so identified for two consecutive years,\ntrading in our securities on U.S. markets would be prohibited. See “*Item 3. Key Information—D. Risk Factors —\nRisks Related to our Operations in Hong Kong — Our securities may be prohibited from trading in the United States under the\nHolding Foreign Companies Accountable Act, or the HFCAA, if we are unable to inspect or investigate completely auditors located in\nChina. The delisting of our securities, or the threat of their being delisted, may materially and adversely affect the value of your\ninvestment.*”\n\n \n\n**Cash\nFlows through Our Organization**\n\n \n\nCash\nmay be transferred among the Parent and its subsidiaries in the following manner: (i) funds may be transferred from the Parent to\nthe Cayman Islands subsidiaries, including GIBO and BUJA, as needed, in the form of capital contributions or shareholder loans, as\nthe case may be; (ii) funds may be transferred from the Parent to Global IBO AI Technology Ltd (“GIBO AI”) in the Cayman\nIslands, GIBO International Ltd. in Samoa and the Hong Kong Subsidiary in Hong Kong through GIBO, in the form of capital\ncontributions or shareholder loans, as the case may be; and (iii) dividends or other distributions may be paid by the Hong Kong\nSubsidiary to the Parent through GIBO AI and GIBO. To ensure the efficient and compliant handling of funds and cash transfers among\nthe Parent and its subsidiaries, we require that each cash transfer shall (i) go through approval processes, ensuring that only\nauthorized personnel are involved in the transaction, (ii) be properly recorded, facilitating audits and financial reviews, and\n(iii) be in compliance with all applicable laws and regulations, including anti-money laundering and know-your-customer\nrequirements.\n\n \n\nThere\nare no significant restrictions on foreign exchange or our ability to transfer cash between entities among the Parent and its subsidiaries.\nHowever, while there are currently no such restrictions on foreign exchange and our ability to transfer cash or assets between the Parent\nand the Hong Kong Subsidiary, if certain PRC laws and regulations, including existing laws and regulations and those enacted or promulgated\nin the future, were to become applicable to the Hong Kong subsidiary, and to the extent our cash or assets in the business is in Hong\nKong or a Hong Kong entity, such funds or assets may not be available to fund operations or for other use outside of Hong Kong due to\ninterventions in or the imposition of restrictions and limitations by the PRC government on us and our operating subsidiaries’\nability to transfer funds or assets. As of the date of this Report, there has not been any funds transferred from the Parent to the Hong\nKong Subsidiary. In the future, however, cash proceeds raised from overseas financing activities may be transferred by the Parent to\nthe Hong Kong Subsidiary via capital contribution or shareholder loans. As a holding company, the Parent may rely on dividends and other\ndistributions on equity paid by the Hong Kong Subsidiary. If the Hong Kong Subsidiary requires external debt financing in the future,\nthe instruments governing such debt financing may restrict its ability to pay dividends or repay shareholder loans to the Parent. As\nof the date of this Report, there have not been any such dividends or other distributions from the Hong Kong Subsidiary. We intend\nto retain all available funds and future earnings, if any, for the operations and expansion of our business and do not anticipate declaring\nor paying any dividends in the foreseeable future. The payment of any dividends shall be within the discretion of our board of directors,\nafter considering our financial condition, results of operations, capital requirements, business prospects and other factors the board\nof directors deems relevant, and subject to the restrictions contained in any future financing instruments. See *“Item 3. Key\nInformation—D. Risk Factors — Risks Related to Our Operations in Hong Kong — Our Hong Kong subsidiary may be subject\nto restrictions on paying dividends or making other payments to us, which may restrict their ability to satisfy liquidity requirements,\nfund operations or for other use outside of Hong Kong, conduct business and pay dividends to holders of our Class A Ordinary Shares.\nDividends payable to our foreign investors and gains from the sale of our securities by our foreign investors may become subject to tax\nby the PRC.”*\n\n \n\n3\n\n \n\n** **\n\n**A.**\n**[Reserved]**\n\n \n\n**B.**\n**Capitalization\nand Indebtedness**\n\n \n\nNot\napplicable.\n\n \n\n**C.**\n**Reasons\nfor the Offer and Use of Proceeds**\n\n \n\nNot\napplicable.\n\n \n\n**D.**\n**Risk\nFactors**\n\n \n\n*Our\nbusiness and our industry are subject to significant risks. You should carefully consider all of the information set forth in this Report and in our other filings with the SEC, including the following risk factors, in evaluating our business. If any of the following\nrisks actually occur, our business, financial condition, results of operations, and growth prospects would likely be materially and adversely\naffected. This Report also contains forward-looking statements that involve risks and uncertainties. See the section entitled\n“Cautionary Note Regarding Forward-Looking Statements.”*\n\n* *\n\n**Risks\nRelated to Our Business and Industry**\n\n** **\n\n**\n\n \n●\nWe\noperate in a new and rapidly evolving industry, which presents significant uncertainties and business risks and makes it difficult\nto evaluate our business and prospects. Our ability to generate revenue could suffer if the AIGC animation streaming platform market\ndoes not develop as anticipated.\n\n \n\n \n●\nAI\ntechnologies are constantly evolving. Any flaws or inappropriate usage of AI technologies, whether actual or perceived, whether intended\nor inadvertent, whether committed by us or by other third parties, could have negative impact on our business, reputation and the\ngeneral acceptance of AI solutions by the society.\n\n \n\n \n●\nFraudulent\nand other illegal activity involving generative AI tools could reduce the use of our platform and services and may adversely affect\nour business and results of operations.\n\n \n\n \n●\nWe\ntrain and fine-tune our AI models using datasets from users and/or third parties, which may pose risks and subject us to legal liability.\n\n \n\n \n●\nWe\nhave a history of operating losses in the past. We may not be able to monetize or generate sufficient revenues or reach and maintain\nprofitability in the future.\n\n \n\n \n●\nThe\nmarkets in which we operate are competitive and, if we do not compete effectively, our business, financial condition and results\nof operations could be harmed.\n\n \n\n \n●\n\nOur\nrecent growth may not be indicative of our future growth. Our operating history is short\nand may not provide you with an adequate basis upon which to evaluate our business and prospects\nand may increase the risk that we will not be successful.\n\n \n\n \n●\nOur\nmanagement had previously raised substantial doubt about our status as a going concern, and we may be unable to obtain additional\ncapital on favorable terms in the future.\n\n \n\n \n●\nIf\nwe are unable to attract new users, our business, financial condition and results of operations will be adversely affected.\n\n \n\n4\n\n \n\n \n\n \n●\nOur\nbusiness depends on our ability to provide users with interesting and useful content, which in turn depends on the contribution made\nby the content creators on our platform.\n\n \n \n \n\n \n●\nWe\nrely on our content creators to generate a substantial amount of animation video content, and if we fail to manage and expand our\ncreator base, our business, financial condition, results of operations and growth prospects could be adversely affected.\n\n \n\n \n●\nOur\nfuture business will depend in part on our users to pay for the content and service offerings available on our platform. Declines\nin such payments by our users could harm our future operating results.\n\n \n \n \n\n \n●\nIf\nwe fail to provide quality support to assist our users in utilizing our platform, we may see a decrease in user adoption of our platform.\n\n \n \n \n\n \n●\nIf\nwe fail to develop and launch effective advertising products and content to attract advertisers to advertise on our platform, or\nif we are unable to collect accounts receivable from advertisers or advertising agencies in a timely manner, our future business,\nfinancial condition, results of operations and prospects may be materially and adversely affected.\n\n \n \n \n\n \n●\nIf\nwe or certain of our users are deemed to violate any laws or regulations concerning the AI-generated animation content on our platform,\nour business, financial condition and results of operations may be materially and adversely affected.\n\n \n\n \n●\nIncreases\nin the costs of generating content on our platform may have an adverse effect on our business, financial condition and results of\noperations.\n\n \n\n \n●\nIf\nwe are unable to introduce new features or functions to our platform or to enhance our content and service offerings, our business\nand results of operations could be adversely affected.\n\n \n \n \n\n \n●\nWe\ncurrently offer the content and service offerings on our platform free of charge in order to drive user awareness and encourage use\nand adoption of our platform. If this marketing strategy fails to lead to future monetization, our business, financial condition,\nresults of operations and prospects will be materially and adversely affected.\n\n \n \n \n\n \n●\nOur\nresearch and development efforts may not yield expected results.\n\n \n \n \n\n \n●\nWe\nmay not be able to execute some of our future plans and business strategies due to the lack of external financing channels which\nmay adversely affect our business prospects and growth.\n\n \n \n \n\n \n●\nOur\nkey operating metrics and certain other operational data in this Report are subject to assumptions, limitations\nand inherent challenges in measurement, and may not provide an accurate indication of our future or expected results.\n\n \n\n \n●\nOur\ncontent and service offerings may not always gain market acceptance, which could materially and adversely affect our results of operations.\n\n \n \n \n\n \n●\nIf\nwe fail to maintain and enhance our brand exposure and awareness, our ability to expand user base will be impaired and our business,\nfinancial condition, and results of operations may suffer.\n\n \n\n \n●\nWe\nmay require additional capital to support the growth of our business, and such capital might not be available on acceptable terms,\nif at all.\n\n \n\n \n●\nOur\nplan to further expand user base community may not be successful and may create a variety of operational challenges.\n\n \n\n5\n\n \n\n \n\n \n●\nWe\nhave limited ability to protect and defend our intellectual property rights, and unauthorized parties may infringe upon or misappropriate\nour intellectual property, which could harm our business and competitive position.\n\n \n \n \n\n \n●\nInfringement\nor misappropriation claims by third parties could subject us to significant liabilities and other costs.\n\n \n \n \n\n \n●\nWe\nmay be subject to complaints, litigations and claims initiated by the intellectual property owners, if any of the resources used,\ncontent created or training data employed, especially data sourced from the Internet, by our users have infringed or potentially\ninfringed third party intellectual property rights.\n\n \n \n \n\n \n●\nWe\nmay face risks associated with long selling and implementation cycle for our IT services, which may require us to make significant\nresource commitments prior to realizing revenues.\n\n \n \n \n\n \n●\nOur\nIT services rely on evolving information technologies to maintain our competitiveness, and any failure to adapt to technological\ndevelopments or industry trends could harm our business.\n\n \n \n \n\n \n●\nAny\nsignificant disruption to our technology infrastructure, including events beyond our control, could prevent us from offering our\ncontent and services, or reduce our attractiveness and result in a loss of our users.\n\n \n \n \n\n \n●\nAny\nmalfunction, capacity constraint or operation interruption for any extended period may have an adverse impact on our business.\n\n \n \n \n\n \n●\nOur\nbusiness generates and processes a large amount of data, and the improper use or disclosure of such data may harm our reputation\nand business.\n\n \n \n \n\n \n●\nWe\nare subject to stringent and evolving laws, regulations and standards, information security policies, and contractual obligations\nrelated to data privacy and security.\n\n \n \n \n\n \n●\nIf\nthe security of the personal information that we (or our vendors) collect, store, or process is compromised or is otherwise accessed\nwithout authorization, or if we fail to comply with our commitments and assurances regarding the privacy and security of such information,\nour reputation may be harmed and we may be exposed to liability and loss of business.\n\n \n \n \n\n \n●\nMisconduct\nor other improper activities by our employees, users and other third parties could harm our business and reputation.\n\n \n \n \n\n \n●\nOur\nbusiness depends on the continued efforts of our senior management. If one or more members of our senior management were unable or\nunwilling to serve in their present positions, our business may be severely disrupted.\n\n \n \n \n\n \n●\nWe\nmay be subject to legal proceedings in the ordinary course of our business. Litigation could distract management, increase our expenses\nor subject us to material money damages and other remedies.\n\n \n \n \n\n \n●\nWe\nface risks related to natural disasters, health epidemics, including the COVID-19, and other events that could significantly disrupt\nour operations.\n\n \n \n \n\n \n●\nUnfavorable\nconditions in our industry or the global economy could limit our ability to grow our business and negatively affect our results of\noperations.\n\n \n \n \n\n \n●\nAny\nfailure by us or third parties with which we collaborate to comply with anti-money laundering and anti-terrorist financing laws and\nregulations could damage our reputation, expose us to significant penalties and decrease our revenues and profitability.\n\n** **\n\n****\n\n6\n\n \n\n****\n\n** **\n\n**Risks\nRelated to Our Operations in Hong Kong**\n\n \n\n \n●\nOur\nbusiness, financial condition, results of operations, and prospects may be materially and adversely affected if certain laws and\nregulations of the PRC become applicable to us or our subsidiaries. We may be subject to the risks and uncertainties associated with\nthe evolving laws and regulations in the PRC, their interpretation and implementation, and the legal and regulatory system in the\nPRC more generally.\n\n \n \n \n\n \n●\nThe\nrecent state government interference into business activities of U.S. listed Chinese companies may negatively impact our existing\nand future operations in Hong Kong.\n\n \n \n \n\n \n●\nInterpretation\nof PRC laws and their implementation of National Security Law in Hong Kong involve uncertainty.\n\n \n \n \n\n \n●\nOur\nsecurities may be prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, or the HFCAA,\nif the PCAOB is unable to inspect or investigate completely auditors located in China. The delisting of our securities, or the threat\nof their being delisted, may materially and adversely affect the value of your investment.\n\n \n \n \n\n \n●\n\nThe\nPRC government may issue further restrictive measures in the future that could adversely\naffect our business and prospects.\n\n \n\n \n●\nOur\nHong Kong subsidiary may be subject to a variety of laws and other obligations regarding cyber security and data protection, and\nany failure to comply with applicable laws and obligations could have a material and adverse effect on its business, financial condition\nand results of operations.\n\n \n \n \n\n \n●\nIt\nmay be difficult for overseas shareholders and/or regulators to conduct investigation or collect evidence within China (including\nHong Kong).\n\n \n \n \n\n \n●\nThe\nHong Kong legal system embodies uncertainties that could limit the legal protections available to us.\n\n \n \n \n\n \n●\nIf\nthe PRC government determines that we are a mainland China-based issuer, the mainland China government would be able to intervene\nin and influence our operations, resulting in material adverse change in our operations and/or the value of our securities.\n\n \n\n**Risks\nRelated to Our Securities**\n\n****\n\n \n\n \n●\nAs\na public company, we incur higher costs as compared to when we were a private company.\n\n \n \n \n\n \n●\nIf\nwe fail to implement and maintain an effective system of internal controls, we may be unable to accurately report our results of\noperations, meet our reporting obligations, or prevent fraud, and investor confidence and the market price of our securities may be materially and adversely affected.\n\n \n \n \n\n \n●\nThe\nWarrants will increase the number of shares eligible for future resale in the public market and\nresult in dilution to our shareholders.\n\n \n \n \n\n \n●\nWe\nagree that any action, proceeding or claim against us arising out of or relating in any way to Existing Warrant Agreement and Assignment,\nAssumption and Amendment Agreement will be brought and enforced in the courts of the State of New York or the United States District\nCourt for the Southern District of New York, and that we irrevocably submit to such jurisdiction, which jurisdiction will be the\nexclusive forum for any such action, proceeding or claim. This exclusive forum provision could limit Warrant holders’ ability\nto obtain what they believe to be a favorable judicial forum for disputes.\n\n \n \n \n\n \n●\nThe\nWarrants may not be in the money, and they may expire worthless.\n\n \n \n \n\n \n●\nWe\nmay redeem your unexpired Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your Warrants\nworthless.\n\n \n\n7\n\n \n\n \n\n \n●\nWe\nwill have broad discretion over the use of the net proceeds from the relevant holder’s exercise of Warrants for cash, if any,\nand you may not agree with how we use the proceeds and the proceeds may not be invested successfully.\n\n \n \n \n\n \n●\nWe\nmay or may not pay cash dividends in the foreseeable future.\n\n \n \n \n\n \n●\nA\nmarket for our securities may not develop or be sustained, which would adversely affect the liquidity and price of our securities.\n\n \n \n \n\n \n●\nThe\nmarket price of our securities may be volatile or may decline, regardless of our operating performance.\n\n \n \n \n\n \n●\nWe\nmay not be able to maintain the listing of our securities on Nasdaq.\n\n \n \n \n\n \n●\nIf\nsecurities or industry analysts publish reports that are interpreted negatively by the investment community or publish negative research\nreports about our business, our share price and trading volume could decline.\n\n \n \n \n\n \n●\nThe\nissuance of additional Class A Ordinary Shares in connection with future financings, acquisitions, investments, the Incentive Plan,\nor otherwise will dilute all other shareholders.\n\n \n \n \n\n \n●\nWe\nare an “emerging growth company,” and it cannot be certain if the reduced SEC reporting requirements applicable to emerging\ngrowth companies will make our Class A Ordinary Shares less attractive to investors, which could have a material adverse effect on\nus, including our growth prospects.\n\n \n \n \n\n \n●\nAs\na “foreign private issuer” under the rules and regulations of the SEC, we are permitted to file less or different information\nwith the SEC than a company incorporated in the United States or otherwise subject to these rules and is permitted to follow certain\nhome-country corporate governance practices in lieu of certain Nasdaq requirements applicable to U.S. issuers.\n\n \n \n \n\n \n●\nThe\ndual-class structure of our Ordinary Shares has the effect of concentrating voting control with our Chairman of Board of Directors,\nand his interests may not be aligned with the interests of our other shareholders.\n\n \n\n \n●\nOur\ndual-class capital structure may render our Class A Ordinary Shares ineligible for inclusion in certain stock market indices, and\nthus adversely affect the trading price and liquidity of our Class A Ordinary Shares.\n\n \n \n \n\n \n●\nYou\nmay face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because\nwe are incorporated under the law of the Cayman Islands, conduct our operations in Hong Kong, and\nthe majority of our directors and executive officers reside outside of the United States.\n\n \n \n \n\n \n●\nIf\nwe are characterized as a passive foreign investment company for U.S. federal income tax purposes, our U.S. shareholders may suffer\nadverse tax consequences.\n\n \n\n**Risks\nRelated to Our Business and Industry**\n\n \n\n**We\noperate in a new and rapidly evolving industry, which presents significant uncertainties and business risks and makes it difficult to\nevaluate our business and prospects. Our ability to generate revenue could suffer if the AIGC animation streaming platform market does\nnot develop as anticipated.**\n\n \n\nThe\nAIGC animation streaming platform industry is relatively new and continues to evolve. Whether this industry grows and whether our AIGC\nanimation streaming platform business will ultimately succeed, will be affected by, among other things, developments in social networks,\nmobile platforms, legal and regulatory developments (such as the passage of new laws or regulations or the extension of existing laws\nor regulations to AIGC animation streaming platform and related activities), taxation, data and information privacy and payment processing\nlaws and regulations, and other factors that we are unable to predict and which are beyond our control. Given the dynamic evolution of\nthis industry, it can be difficult to plan strategically, including as it relates to platform launches in new or existing jurisdictions\nthat may be delayed or denied, and it is possible that competitors will be more successful than we are at adapting to change and pursuing\nbusiness opportunities. Additionally, as the AIGC animation streaming platform industry advances, including with respect to regulation\nin new and existing jurisdictions, we may become subject to additional compliance-related costs, including as it relates to licensing\nand taxes. Consequently, we cannot provide assurance that our content and service offerings will grow at the rates expected, or be successful\nin the long term. If our content and service offerings do not obtain popularity or maintain their current popularity, or if they fail\nto grow in a manner that meets our expectations, or if we cannot offer our content and service offerings in particular jurisdictions\nthat may be material to our business, results of operations and financial condition could be harmed.\n\n \n\n8\n\n \n\n \n\nIn\naddition, the growth of the AIGC animation streaming platform industry in Asia, in particular Southeast Asia, and the level of demand\nand market acceptance of our content and service offerings are subject to a high degree of uncertainty. Our ability to formulate and\nexecute publishing, distribution and marketing strategies will be significantly affected by our ability to anticipate and adapt to relatively\nrapid changes in the tastes and preferences of our current and potential users. New and different types of entertainment may increase\nin popularity at the expense of AIGC animation streaming.\n\n \n\nAs\nthe market in Asia for AIGC animation streaming has evolved rapidly in recent years, it is extremely difficult to accurately predict\nuser acceptance and demand for our existing and potential new content and service offerings, and the future size, composition and growth\nof this market. Given the limited history and rapidly evolving nature of the market for AIGC animation streaming, we cannot predict how\nmuch our users will be willing to spend on AIGC animation streaming or whether users will have concerns over security, reliability, cost\nand quality of service associated with AIGC animation streaming. If the acceptance of our content and service offerings is different\nthan anticipated, our ability to generate revenues and profits could be materially and adversely affected.\n\n \n\n**AI\ntechnologies are constantly evolving. Any flaws or inappropriate usage of AI technologies, whether actual or perceived, whether intended\nor inadvertent, whether committed by us or by other third parties, could have negative impact on our business, reputation and the general\nacceptance of AI solutions by the society.**\n\n \n\nAI\ntechnologies are still at a preliminary stage of development and will continue to evolve. Flaws or deficiencies in AI technologies could\nundermine the accuracy and thoroughness of our AI-powered content creation tools. There can be no assurance that we will be able to detect\nand remedy such flaws or deficiencies in a timely manner, or at all. Any flaws or deficiencies in our AI technologies and offerings,\nwhether actual or perceived, could materially and adversely affect our business, reputation, results of operations and prospects.\n\n \n\nSimilar\nto many disruptive innovations, AI technologies present risks and challenges that could affect user perception and public opinion. Any\ninappropriate, abusive or premature usage of AI technologies, whether actual or perceived, whether intended or inadvertent, and whether\nby us or by third parties, may dissuade prospective users from adopting AI-powered services, may impair the general acceptance of AI\nsolutions by the society, attract negative publicity and adversely impact our reputation. We may even violate applicable laws and regulations\nand subject us to legal or administrative proceedings, pressures from activists and/or other organizations and heightened scrutiny by\nregulators. Each of the foregoing events may in turn materially and adversely affect our business, financial condition and results of\noperations.\n\n \n\n**Fraudulent\nand other illegal activity involving generative AI tools could reduce the use of our platform and services and may adversely affect our\nbusiness and results of operations.**\n\n \n\nWe\nuse generative AI tools in our business, and we expect to use generative AI tools in the future. Generative capability of AI\nconcentrates on creating new content by generating, analyzing and emulating existing data. Advanced generative AI tools may produce\ncontent indistinguishable from that generated by humans, and are a relatively novel development, with benefits, risks, and\nliabilities still unknown. Bad actors are using increasingly sophisticated methods to engage in illegal activities using generative\nAI-enabled products and technologies. Illegal activities involving AI products and service offerings often include malicious\nschemes. Bad actors may use generative AI tools to generate photorealistic images or video, alter images or videos, create fake\nimages or videos, and use AI voice synthesizing tools to clone one’s voice, resulting in the misappropriation of one’s\nname, identity, image, voice, or other likeness, as well as the spreading of false or misleading information. For example, scammers\nmay use generative AI technology to impersonate a family member or friend, with the intent to trick someone to transfer money to the\nscammer. Additionally, we expect that the short drama industry to increasingly incorporate the latest AI technologies, including\nAI-enabled face swapping, voice modulation, and text-to-scene content generation.\n\n* *\n\n**\n\n9\n\n \n\n* *\n\nThe\ngenerative AI tools offered on *GIBO.ai* are currently and expected to be in the future capable of empowering user generative content\nbeyond the anime industry, short drama industry and any other industries that may be relevant and suited for the AI tools and technology\nthat are being researched and developed. Any misuse of generative AI tools on our platform may inadvertently violate a third party’s\nrights, be non-compliant with the applicable terms of use or our other legal obligations, or result in a security or privacy risk, which\ncould result in additional compliance costs, regulatory investigations and actions, negative publicity and lawsuits. For example, we\nmay face claims from third parties claiming infringement of their intellectual property rights or portrait rights with respect to the\nservice offerings or content we believed to be available for use and not subject to other third-party proprietary rights. Additionally,\nany incidents of fraud and third-party claims involving the use of generative AI technology in general, even if they do not involve the\nparticular AI tools offered on *GIBO.ai*, may result in the reduction of the use and acceptance of our service offerings, which\ncould adversely affect our reputation, business, results of operations and financial condition.\n\n \n\n**We\ntrain and fine-tune our AI models using datasets from users and/or third parties, which may pose risks and subject us to legal liability.**\n\n \n\nPrior\nto the launch of *GIBO.ai*platform, at the initial R&D stage, GIBO Create, our integrated suite of AI-powered content creation\ntools, relied on curated datasets of pre-processed text, image, audio and video derived from publicly available online data sources to\nvalidate and train the AI models. Following the debut of *GIBO.ai*, we have solely relied on the large amount of de-identified text,\nimage, audio and video data input generated by users on *GIBO.ai* as a proprietary, multimodal training data repository to continuously\nfine-tune the AI models. In the future, we may continue to train and fine-tune our underlying AI models using data from our users and/or\nfrom third-party vendors. We may not in every instance be able to confirm that we or any vendor we use have the necessary rights or permissions\nto source and use such datasets for purpose of training of our AI-powered content creation tools. For example, we have used and may continue\nto use in the future publicly available data to train our AI-powered content creation tools that contains information which may be unlawfully\nacquired from third parties without our knowledge. It may be difficult for us to avoid or identify all instances where unlawful acquisition\nof data was involved, or where a user might nonetheless submit personal data to our AI-powered content creation tools. Furthermore, if\nwe were to receive claims from third parties asserting rights against our use of certain datasets used to train our AI-powered content\ncreation tools, it may be difficult or impossible for us to disentangle our trained algorithms from the subject matter of the claims,\nwhich may impair our ability to train and refine our AI models, subject us to legal or administrative proceedings, and adversely affect\nour reputation, business, results of operations and financial condition.\n\n \n\n**We\nhave a history of operating losses in the past. We may not be able to monetize or generate sufficient revenues or reach and maintain\nprofitability in the future.**\n\n \n\nIn\n2023, 2024 and 2025, we generated revenue of nil, $30.0 million and nil, respectively, and incurred net losses of $12.1 million,\n$24.9 million and $231.9 million, respectively. As\nof December 31, 2025, we had an accumulated deficit of $280.4 million. We have not been profitable in recent periods and are not\ncertain whether we will obtain a high enough volume of revenues to sustain or increase our growth or reach profitability in the\nfuture. We also expect our costs and expenses to increase in future periods, which could negatively affect our future results of\noperations if we do not generate sufficient revenue. In particular, we intend to continue to expend significant funds to further\ndevelop our platform, including by introducing new content, service offerings, and functionality, and to expand our inside sales\nteam and enterprise sales force to drive new user adoption, expand use cases and integrations, and support international expansion.\nWe will also face increased compliance costs associated with growth, the expansion of our user base, and being a public company. Our\nefforts to grow our business may be costlier than we expect, or the rate of our growth in revenue may be slower than we expect and\nwe may not be able to increase our revenue enough to offset our increased operating expenses. We may incur significant losses in the\nfuture for several reasons, including the other risks described herein, and unforeseen expenses, difficulties, complications, or\ndelays, and other unknown events. If we are unable to sustain profitability, the value of our business and ordinary shares may\nsignificantly decrease.\n\n \n\n10\n\n \n\n \n\nAny\nsubstantial deficit and significant losses in the future may result in several risks, including:\n\n \n\n \n●\nsubstantial\ndeficit may lead to severe liquidity constraints, impacting our ability to fund operations and meet financial obligations;\n\n \n●\nreduction\nin revenue may necessitate pay cuts in key areas (e.g., research and development), marketing and staffing, potentially hindering\nour growth and competitive position;\n\n \n●\nmissing\nrevenue projections by a large margin may diminish investor confidence, potentially leading to a decline in stock price and making\nit more difficult to obtain financings in the future; and\n\n \n●\nsignificant\ndeviations from projected revenue may trigger increased scrutiny from regulatory bodies, necessitating more stringent reporting and\ncompliance efforts.\n\n \n\nThese\nrisks may threaten our operational viability and could materially and adversely affect our business, financial condition and results\nof operations.\n\n \n\n**The\nmarkets in which we operate are competitive and, if we do not compete effectively, our business, financial condition and results of operations\ncould be harmed.**\n\n \n\nThe\nmarkets in which we operate are competitive, with companies of varying size and business models, many of which have their own proprietary\nAI technologies, competing for the same business as we do. We primarily compete with other companies that utilize AI in creation and\ndistribution of video content. We also compete against existing players with no specific AI capabilities and they may develop and improve\ntheir own AI algorithms for their product suites. Our competitors may have longer corporate operating history, have gained or may have\nmore financial resources, sophisticated technological capabilities, broader user base and stabler user stickiness than we have or will\nhave and may be able to respond more quickly and effectively to new or changing opportunities, technologies, regulatory requirements\nor user demand than us. We may be required to make substantial additional investments in research, development, marketing and sales,\nrecruiting and retaining top AI scientists and innovative talents, and acquiring technologies complementary to, or necessary for, our\ncurrent and future AI-powered content creation tools in order to respond to such competitive threats, and we cannot assure you that such\nmeasures will be effective. If we are unable to compete successfully, or if competing successfully requires us to take costly actions\nin response to the actions of our competitors, then our business, financial condition and results of operations would be adversely affected.\n\n \n\n**We\nrely on a limited number of suppliers to provide us with technology services, cloud infrastructure and marketing service to support our\nvarious operational needs critical to our business operations, and we rely on certain suppliers that are related parties. We may not\nbe able to obtain such supplies at competitive prices during times of high demand, which could have a material adverse effect on our\nbusiness, financial condition and results of operations.**\n\n \n\nWe\nrely on a limited number of suppliers to provide technology services, cloud infrastructure and marketing services at economical prices.\nIn 2023, 2024 and 2025, our largest supplier, who provided technology services and marketing services to us, accounted for 59.0%, 38.8%\nand 13.6% of our total purchases, respectively. Additionally, we have been relied on and may continue to rely on in the future, certain\nsuppliers that are related parties, including some of our minority shareholders, to provide us with IT equipment and technology services.\nThese and other related party transactions may present conflicts of interest and cause us to become materially dependent on services\nprovided by related parties, and related parties may be motivated by personal interests that are not necessarily in the best interests\nof us and our other shareholders, which could materially and adversely affect our business operations. Further, if we are unable to maintain\nbusiness relationship with our suppliers, our operations could be disrupted, and our business, financial condition and results of operations\nwould be adversely affected. We may not be unable to obtain technology services, cloud infrastructure and marketing services from other\nsuppliers at commercially reasonable term in a timely manner, or at all. Our ability to meet the increasing demand of our platform and\ngrow our business is dependent, in large part, on the availability of advanced technology services, cloud infrastructure and marketing\nservices offered to us at commercially reasonable prices. Defects, malfunctions, errors and breakdown of these technology services and\ncloud infrastructure may occur from time to time, and we cannot assure you that our suppliers can take remedial measures in a timely\nmanner. If we are not able to obtain sufficient technology services, cloud infrastructure and marketing services at favorable prices,\nour growth expectations, liquidity, financial condition and results of operations will be materially and adversely affected.\n\n \n\n11\n\n \n\n \n\n**Our\nrecent growth may not be indicative of our future growth. Our operating history is short and may not provide you with an adequate basis\nupon which to evaluate our business and prospects and may increase the risk that we will not be successful.**\n\n \n\nAs\nof December 31, 2025, the number of registered users on *GIBO.ai* reached approximately 89.0 million. You should not, however, rely\non the growth in such number of registered users as an indication of our future performance. Due to our limited operating history, our\nability to accurately forecast our future results of operations is limited and may be subject to a number of uncertainties, including\nour ability to plan for and model future growth. Even if our number of registered users continues to increase, our expected userbase\ngrowth rate may decline in the future as a result of a variety of factors, including the maturation of our business, increased competition,\nchanges to technology, a decrease in the growth of our overall market, or our failure, for any reason, to continue to take advantage\nof growth opportunities. Overall growth of our business depends on a number of additional factors, including our ability to:\n\n \n\n \n●\nprice\nour content and service offerings effectively so that we are able to attract new users and expand monetization on our existing users;\n\n \n●\nexpand\nthe functionality and use cases for the AI-powered content creation tools we offer on our platform;\n\n \n●\nprovide\nour users with the user support that meets their needs;\n\n \n●\ncontinue\nto introduce content and service offerings to new markets;\n\n \n●\ncontinue\nto develop new content, service offerings, and new functionality for our platform and successfully further optimize our existing\ncontent, service offerings, and infrastructure;\n\n \n●\nsuccessfully\nidentify and acquire or invest in businesses, products, or technologies that we believe could complement or expand our platform;\nand\n\n \n●\nincrease\nawareness of our brand on a global basis and successfully compete with other companies.\n\n \n\nWe\nmay not successfully accomplish any of these objectives, and, as a result, it is difficult for us to forecast our future results of operations.\nIf the assumptions that we use to plan our business are incorrect or change in reaction to changes in our market, or if we are unable\nto maintain consistent user base growth, we may be difficult to achieve and maintain profitability. This may result in less revenue than\nprojected and we may be unable to adopt measures in a timely manner to compensate for any unexpected shortfall in income. This inability\ncould cause our operating results to be higher or lower than expected. These factors make creating accurate forecasts and budgets challenging\nand, as a result, we may fall materially short of our forecasts and expectations, which could cause our share price to decline and investors\nto lose confidence in us. You should not rely on our user base for any prior fiscal periods as an indication of our future growth.\n\n \n\n**Our\nmanagement had previously raised substantial doubt about our status as a going concern, and we may be unable to obtain additional capital\non favorable terms in the future.**\n\n \n\nAs\nof the date of this Report, we believe the substantial doubt about our status as a going concern has been resolved. The going concern\nconditions that had caused substantial doubt included our cash balance, net current liabilities, accumulated deficit, and net loss as\nof December 31, 2025. In the future, if our cash balances, borrowing capacity and cash flow from operations are insufficient to satisfy\nour liquidity needs, we may need to obtain support from shareholders, seek additional financing and achieve sustainable profits. We cannot\nassure you that additional financing will be available or will be on terms satisfactory to us. Additional financing may contain undue\nrestrictions on our operations or cause substantial dilution for our shareholders. If we are unable to obtain additional funds, our ability\nto carry out and implement our planned business objectives and strategies will be significantly delayed, limited or may not occur. Given\nthe competitive and evolving nature of the industry in which we operate, we cannot guarantee that we will become profitable, or be able\nto sustain or increase profitability. The failure to do so would adversely affect our business, financial condition and results of operations.\n\n \n\n12\n\n \n\n \n\n**If\nwe are unable to attract new users, our business, financial condition and results of operations will be adversely affected.**\n\n \n\nTo\ngenerate and increase our revenue, we must continue to attract new users, in particular, content creators. As our success will substantially\ndepend on the wide adoption of our platform and products, we must introduce successful new AI-powered tools, products and services, and\noffer quality content covering a wide range of interests. In particular, we must encourage content creators to create and upload more\nappealing user-generated content and we must source more popular licensed content. We must also keep providing our users with features\nand functions that could enable superior content creation, content viewing and online interaction experience. If we are unable to provide\nsuperior user experience, our user base and user engagement may decline, which may materially and adversely affect our business and growth\nprospects. Additionally, if we are unable to educate new users on how to take advantage of our content and service offerings, we may\nexperience slower than projected growth.\n\n \n\nAs\nthe market matures, our content and service offerings evolve, and if competitors introduce differentiated offerings that are perceived\nto be alternatives to our platform and content and service offerings, we may be unable to attract new users, which may have an adverse\neffect on our business, financial condition and results of operations.\n\n \n\n**Our\nbusiness depends on our ability to provide users with interesting and useful content, which in turn depends on the contribution made\nby the content creators on our platform.**\n\n \n\nThe\nquality of the content offered on our platform and our users’ level of engagement is critical to our success. In order to attract\nand retain users and compete effectively, we must offer interesting and useful content and services and enhance our users’ overall\nuse experience. It is vital to our operations that we remain sensitive to and responsive to evolving user preferences and offer content\nand services that appeal to our users. We have been generally encouraging our content creators to create and upload appealing AI-generated\nanimation video content. We have also been providing our content creators with support and guidance in various forms, including technical\nsupport for content creation, editing and uploading. However, we cannot guarantee that our content creators will contribute to creating\nthe most popular AI-generated animation video content on our platform. If our content creators cease to contribute content, or their\nuploaded content fails to attract or retain our users, we may experience a decline in user traffic and user engagement. Adverse changes\nin the number of users or the level of user engagement declines, our business, future revenue, financial condition and results of operations\ncould be materially and adversely affected.\n\n \n\n**We\nrely on our content creators to generate a substantial amount of animation video content, and if we fail to manage and expand our creator\nbase, our business, financial condition, results of operations and growth prospects could be adversely affected.**\n\n \n\nOur\nsuccess significantly depends upon maintaining and growing our relationships with a variety of content creators, and we anticipate that\nwe will continue to depend on these content creators in order to grow our business. Our content creators enable us to extend our local\nand global reach, in particular with users in Southeast Asia. We expect to derive revenues from content creators in the future. We do\nnot prohibit content creators on our platform from uploading same or similar content on our competitors’ platforms, and many of\nour content creators may have established cooperations with our competitors. If our content creators choose to place greater emphasis\non platforms of their own or those offered by our competitors, or if we do not effectively market and monetize on our content and service\nofferings, or fail to meet the needs of our users, our ability to grow our business may be adversely affected. In addition, the loss\nof content creators could adversely affect our revenues in the future. Moreover, our ability to expand our distribution channels depends\nin part on our ability to educate our content creators about our platform as well as our content and service offerings, which can be\ncomplex. Our failure to attract additional content creators, or any reduction or delay in their creation and offering of AI-generated\nanimation video content may harm our results of operations.\n\n \n\n13\n\n \n\n \n\n**Our\nfuture business will depend in part on our users to pay for the content and service offerings available on our platform. Declines in\nsuch payments by our users could harm our future operating results.**\n\n \n\nPart\nof our growth strategy relies on our ability to deliver significant value in a short time to our users, so that our users, in particular\ncontent creators, will scale the use of our platform. Accordingly, our future success depends in part on our ability to exhibit this\nvalue and monetize on our content and service offerings to our existing users, in particular content creators. For example, we plan to\noffer subscription and pay-per-view options to limited and exclusive content and charge subscription fee or a pay-as-you-go fee for our\nAI-powered content creation tools.\n\n \n\nIn\norder for us to generate revenues and improve our results of operations, it is important that we convert our existing users to paying\nusers. The revenues we generate from these paying users may fluctuate in the future, depending on a number of factors, many of which\nare beyond our control, including the preference of users, the content creation and development skills of content creators, market perception\nof AIGC animation streaming, the ability of content creators to continually find new uses for our service offerings, the capabilities\nand rates of competing services, the effects of global economic conditions, reductions in users’ spending on entertainment, or\nchanges in regulatory regimes. These factors may also be exacerbated if, consistent with our growth strategy, our user base continues\nto grow to encompass other geographic areas, which may also require more sophisticated and costly sales efforts. If our users do not\npay for our content and service offerings, our future revenues may decline and our business, financial condition, and results of operations\nmay be harmed.\n\n \n\n**If\nwe fail to provide quality support to assist our users in utilizing our platform, we may see a decrease in user adoption of our platform.**\n\n \n\nOur\nusers may request for virtual guided tours from us to assist them in exploring the key features and functions of our platform, and these\nusers rely on our user support personnel to provide solutions when they encounter into technical issues. As a result, an increase in\nthe number of users on our platform is likely to increase the demand for user support related to our content and service offerings. Given\nthat our user base as well as our content and service offerings will continue to expand, we will need to expand our user support team\nand allocate more resources to provide our users with higher-quality supports to enable them to realize the full values from our platform.\n\n \n\nIf\nwe are unable to provide sufficient high-quality support resources to our users, they may not be able to effectively utilize and realize\nvalues from our platform and may therefore turn to our competitors for similar content and service offerings, which could adversely impact\nour business, reputation, financial condition and results of operations.\n\n \n\n**If\nwe fail to develop and launch effective advertising products and content to attract advertisers to advertise on our platform, or if we\nare unable to collect accounts receivable from advertisers or advertising agencies in a timely manner, our future business, financial\ncondition, results of operations and prospects may be materially and adversely affected.**\n\n \n\nWe\nplan to generate a portion of our future revenues from advertising. For example, we may launch advertising products and content on our\nplatform to attract advertisers to advertise through us. As such, we may enter into contracts with both advertisers and third-party advertising\nagencies, and the financial soundness of these third parties may affect our future collection of accounts receivable. Although we plan\nto make a credit assessment of the advertiser and advertising agency to evaluate the collectability of the advertising service fees before\nentering into an advertising contract, we cannot assure you that we are or will be able to accurately assess the creditworthiness of\neach advertiser or advertising agency, and any inability of advertisers or advertising agencies to pay us in a timely manner may adversely\naffect our future liquidity and cash flows.\n\n \n\nIn\naddition, our ability to generate advertising revenues in the future depends on a number of factors, including the maintenance and enhancement\nof our brand reputation, the scale, engagement and loyalty of our users and the market competition on advertising rates. We cannot assure\nyou that we will be able to engage advertisers or advertising agencies in the future. If we fail to engage, retain or enhance our relationships\nwith third-party advertising agencies or advertisers themselves, our future business, financial condition, results of operations and\nprospects may be adversely affected.\n\n \n\n14\n\n \n\n \n\n**If\nwe or certain of our users are deemed to violate any laws or regulations concerning the AI-generated animation content on our platform,\nour business, financial condition and results of operations may be materially and adversely affected.**\n\n \n\nWe\nand our users may be subject to numerous foreign and domestic laws and regulations regarding the AI-generated animation video content,\nthe scope of which is changing, subject to differing interpretations and may be inconsistent among countries, or conflict with other\nrules. Under these regulations, internet content providers are prohibited from posting or displaying over the internet content that,\namong other things, violates local laws and regulations, impairs the public interest, or is obscene, superstitious, fraudulent, violent\nor defamatory. Local government and regulatory authorities may strengthen the regulations on internet content from time to time. Failure\nto comply with these requirements may result in revocation of licenses, closure of the concerned websites and reputational harm. The\nrelevant website operators may also be held liable for such censored information displayed on or linked to their website. We expect that\nthere will continue to be new proposed laws, rules of self-regulatory bodies, regulations and industry standards concerning the AI-generated\nanimation video content in the jurisdictions in which we operate, and we cannot yet determine the impact that such future laws, rules,\nregulations and standards may have on our business. Because global laws, regulations and industry standards concerning the AI-generated\nanimation video content have continued to develop and evolve rapidly, it is possible that we or certain of our users may not be, or may\nnot have been, compliant with each such applicable law, regulation and industry standard and compliance with such new laws or to changes\nto existing laws may impact our business and practices, require us to expend significant resources to adapt to these changes, or to suspend\nour operation in certain jurisdictions. These developments could adversely affect our business, results of operations and financial condition.\n\n \n\nCurrently\nonly registered users are allowed to upload content to our platform. Although we maintain content management and review procedures to\nmonitor the content uploaded to our platform and promptly remove any infringing content or content prohibited by government rules and\nregulations, there can be no assurance that we can identify and remove in time all the content that may have violated relevant laws and\nregulations, due to the tremendous volume of content uploaded by our registered users every day.\n\n \n\nFailure\nto identify and prevent illegal or inappropriate content from being uploaded on our platform may subject us to liability. To the extent\nthat local regulatory authorities find any content on our platform objectionable, they may require us to limit or eliminate the dissemination\nof such content on our platform in the form of take-down orders or otherwise. In addition, local laws and regulations are subject to\ninterpretation by the relevant authorities, and it may not be possible to determine in all cases the types of content that could result\nin our liability as a website operator. As of the date of this Report, we had not been subject to penalties by any regulatory authorities in\njurisdictions where we operate due to our failure to comply with these relevant requirements. We may also face liability for copyright\nor trademark infringement, fraud and other claims based on the nature and content of the materials that are delivered, shared or otherwise\naccessed through or displayed on our platform. Such failure or these liabilities could also adversely affect our business, reputation,\nresults of operations and financial condition.\n\n \n\n**Increases\nin the costs of generating content on our platform may have an adverse effect on our business, financial condition and results of operations.**\n\n \n\nWe\nneed content creators on our platform to generate popular content to provide an engaging and satisfying entertainment experience to the\nother users on our platform, and the amount and quality of such content in part depends on our ability to further optimize the content\ncreation features and functions of our platform and provide premium AI-powered content creation tools to our content creators. As our\nbusiness develops, we may incur revenue-sharing costs in the future to incentivize our content creators, which may have an adverse effect\non our business, financial condition and results of operations. In addition, if we are unable to generate sufficient revenues to outpace\nthe increase in the costs for content generation, our business, financial condition and results of operations may be adversely affected\nas well.\n\n \n\n**If\nwe are unable to introduce new features or functions to our platform or to enhance our content and service offerings, our business and\nresults of operations could be adversely affected.**\n\n \n\nOur\nability to attract new users and derive future revenues from our users depends in part on our ability to enhance and improve our platform\nand to introduce new features and functions. To grow our business and remain competitive, we must continue to enhance our platform with\nfeatures that reflect the constantly evolving nature of animation streaming and AI technology and our users’ evolving needs. The\nsuccess of new features, functions, enhancements, and developments depends on several factors including, but not limited to: our anticipation\nof market changes and demands, including successful content and service design as well as timely introduction, sufficient user demand,\ncost effectiveness in our development efforts, and proliferation of new technologies.\n\n \n\n15\n\n \n\n \n\nIn\naddition, although we currently only offer the content and service offerings on our platform through the *GIBO.ai* website, we plan\nto upgrade our platform to operate in a variety of forms, including mobile apps and third-party applications. In this regard, we will\nneed to continuously modify and enhance our platform to keep pace with the technology trends and changes in any third-party systems.\nWe may not be successful in developing these modifications and enhancements. Furthermore, the addition of features and functions to our\nplatform will increase our research and development expenses. Any new features or functions that we develop may not be introduced in\na timely or cost-effective manner or may not achieve the market acceptance necessary to generate sufficient revenue in the future to\njustify the related expenses. It is also difficult to predict user adoption of new features and functions. Such uncertainty limits our\nability to forecast our future results of operations and subjects us to a number of challenges, including our ability to plan for and\nmodel future growth. If we cannot address such uncertainties and successfully develop new features and functions, enhance our content\nand service offerings, or otherwise overcome technological challenges and competing technologies, our business and results of operations\ncould be adversely affected.\n\n \n\n**We\ncurrently offer the content and service offerings on our platform free of charge in order to drive user awareness and encourage use and\nadoption of our platform. If this marketing strategy fails to lead to future monetization, our business, financial condition, results\nof operations and prospects will be materially and adversely affected.**\n\n \n\nTo\nencourage awareness, use, familiarity, and adoption of our platform and services, we currently offer the content and service offerings\non our platform free of charge. This marketing strategy may not be successful in driving user awareness of our contents and service offerings\nor leading users to pay. Many current users of our platform may not deploy our platform or pay for our content and service offerings\nin the future. To derive revenues in the future, we must continue to attract new users, in particular content creators. Our success will\ndepend to a substantial extent on the wide adoption of our platform. Numerous factors may impede our ability to attract users, including\nbut not limited to, our failure to compete effectively against alternative content or services, failure to attract and effectively train\nmarketing personnel, failure to successfully innovate and deploy new features and functions on our platform, failure to provide quality\nuser experience and support, or failure to ensure the effectiveness of our marketing programs. Our success also depends on retaining\nusers, in particular content creators, and increasing their paid usage of our platform over time. The majority of our users or content\ncreators do not have long-term contractual commitments to us and may reduce or terminate their use of our platform at any time without\npenalty or termination charges. To the extent that users do not become, or we are unable to successfully attract paying users, we will\nnot realize the intended benefits of these marketing strategies and our ability to generate our revenues in the future will be materially\nand adversely affected.\n\n \n\n**We\nplan to utilize billing and payment systems of third parties to collect proceeds from our paying users’ purchases. Any failure\nby this payment collection channel to process payments effectively and securely may materially and adversely affect our revenue realization\nand brand recognition.**\n\n \n\nIn\nthe future, we may depend on the billing and payment systems of third parties such as online third-party payment processors to maintain\naccurate records of payments from paying users and collect such payments. We will receive periodic statements from these third parties\nwhich indicate the aggregate amount of fees that are charged to paying users of our services. Our business and results of operations\ncould be adversely affected if these third parties fail to accurately account for or calculate the revenues. If there are security breaches\nor failure or errors in the payment process of these third parties, user experience may be affected and our business results may be negatively\nimpacted.\n\n \n\nFailure\nto timely collect receivables from third parties whose billing and payment systems we will use may adversely affect our cash flows. The\nthird-party payment processors may, from time-to-time, experience cash flow difficulties. Consequently, they may delay their payments\nto us or fail to pay at all. Any delay in payment or inability of current or potential third-party payment processors to pay may significantly\nharm our cash flow and results of operations.\n\n \n\n16\n\n \n\n \n\nWe\nare unlikely to have control over the security measures of our third-party payment service providers, and security breaches of the online\npayment systems that we will use could expose us to litigation and possible liability for failing to secure confidential information\nand could, among other things, damage our reputation and the perceived security of all of the online payment systems that we will use.\nIf a well-publicized internet security breach were to occur, users concerned about the security of their online payments may become reluctant\nto make payments through payment service providers even if the publicized breach does not involve payment systems or methods used by\nus. In addition, billing software errors could damage user confidence in these payment systems. If any of the above occurs and damages\nour reputation or the perceived security of the payment systems we will use, we may lose paying users as they may be discouraged from\nmaking payments on our platform, which may have an adverse effect on our business and results of operations.\n\n \n\n**Our\nresearch and development efforts may not yield expected results.**\n\n \n\nWe\nbelieve that our success relies on our ability to research and develop AI technologies to meet users’ needs. We incurred research\nand development expenses of $11.3 million, $49.0 million and $117.8 million in 2023, 2024 and 2025, respectively. Since the AIGC animation\nstreaming industry in which we operate is subject to constant technological advances, we need to invest significant resources, both financial\nand human resources, to keep track with the latest development of the AIGC animation streaming industry in order to expand our content\nand service offerings and enhance the competitiveness of our platform. As a result, we expect that we will continue to invest significantly\nin research and development. However, we cannot assure you that our resources allocated to research and development will generate corresponding\nbenefits, or at all. Research and development activities are inherently uncertain, and we may not be able to generate the result we expect,\nand even if we generate the result we expect, we may still encounter practical difficulties in commercializing the expected result. Given\nthe nature of constant development of AI technologies, we may not be able to timely apply our AI technologies into our platform in an\nefficient and cost-effective manner, or at all. If we are not able to commercialize our research and development results, our business,\nresults of operations and business prospect may be materially and adversely affected.\n\n \n\n**We\nmay not be able to execute some of our future plans and business strategies due to the lack of external financing channels which may\nadversely affect our business prospects and growth.**\n\n \n\nIn\norder to achieve profitability and continuous growth, we need to carry out our future plans and business strategies, especially related\nto the monetization methods. To facilitate our future development, including the implementation of monetization methods, we will need\nto continue to make capital expenditures in research and development of our platform and marketing, the amount and timing of which depend\non various factors, including anticipated market perception, the pricing model and future adjustments and availability of similar services\noffered by our competitors. If the actual results of our executed plans and business strategies differ materially from projections, our\nbusiness prospects and growth might be materially and adversely affected. Historically, we have funded our operations and capital expenditures\nprimarily through equity issuances. We intend to continue spending substantial amounts on marketing and service offerings development\nin order to grow our business. We do not know when or if our operations will generate sufficient cash to fund our ongoing operations,\nand to pursue our future plans and business strategies. In the future, we may require additional external financing to respond to business\nopportunities, challenges, acquisitions, a decline in the level of usage of our platform or unforeseen circumstances, including the need\nto develop or improve our service offerings or enhance our operating infrastructure, and acquire complementary businesses and technologies.\n\n \n\nThe\nexecution of future plans and business strategies also depends on our ability to generate cash flow from operations and our access to\nexternal financing channels. A decline in the availability of these funding sources could adversely affect our financial condition and\nresults of operations. In addition, we are likely to incur expenditures earlier than all of the anticipated benefits and the return on\nthese expenditures may be lower, or may be realized more slowly, than expected. Furthermore, our continued expenditure on our technology\ninfrastructure and networks may put us at a competitive disadvantage against competitors who spend less on these but focus more on improving\nother aspects of their business that are less capital intensive. These competitors could focus their substantial financial resources\nto develop new content and service offerings with comparable functionality that may be more attractive to potential users than what we\noffer. These competitors may also focus their substantial financial resources to offer content or services at rates below cost or even\nfor free in order to maintain and gain market share or otherwise improve their competitive positions. Any of these competitive factors\ncould make it more difficult for us to attract and retain users and may cause us to lower our pricing in the future in order to compete\nand maintain our market share and revenues.\n\n \n\n17\n\n \n\n \n\n**Our\nkey operating metrics and certain other operational data in this Report are subject to assumptions, limitations and inherent challenges\nin measurement, and may not provide an accurate indication of our future or expected results.**\n\n \n\nOur\nkey operating metrics and certain other operational data in this Report are based on numerous assumptions and limitations, and are calculated\nusing our internal data that has not been independently verified by third parties and may not provide an accurate indication of our future\nor expected results.\n\n \n\nThese\nassumptions form the foundation for setting and measuring these metrics, aiming to ensure that our platform is growing, engaging, and\nefficient while maintaining a competitive edge in the market. As a result, our key operating metrics and certain other operational data\nin this Report should not be relied on as “guidance” or otherwise predictive of actual future events, and actual results\nmay differ materially from the metrics. Whether actual operating and financial results and business developments will be consistent with\nthe expectations and assumptions reflected in the metrics depend on a number of factors, many of which are beyond our control, including,\nbut not limited to, the risks and uncertainties described elsewhere in this section. Investors should consider these metrics in light\nof the assumptions used in calculating such metrics and limitations as a result thereof. In addition, investors should not place undue\nreliance on these metrics as an indicator of our future or expected results. Moreover, these metrics may differ from similarly titled\nmetrics presented by other companies and may not be comparable to such other metrics.\n\n \n\nFurther,\nwhile these operating metrics are based on what we believe to be reasonable estimates, there are inherent challenges in measuring how\nour platform is used, and as a result, the operating metrics, such as the number of registered users and the number of MAUs, may be overstated\nor understated. In particular, we define “registered users” as users that have registered accounts and logged onto *GIBO.ai*platform at least once since account registration, beginning from September 2023 when *GIBO.ai* was launched; however, in measuring\n“registered users”, we do not exclude users who subsequently become dormant after account registration and logon at least\nonce, which we believe is consistent with market practice. Additionally, as we do not require users to register on a real-name basis\nor provide personally identifiable information to get access to the content on our platform, we are unable to quantify or eliminate duplicates,\nand the number of our MAUs or registered users may be inflated when the same person has multiple accounts, and accesses our platform\nfrom different accounts at different times. Moreover, there are users who may have fake user accounts or fraudulent accounts created\nby bots to inflate user activity for a particular content creator on our platform, thus making the content produced by that creator appear\nmore popular than it really is. We cannot eliminate duplicate users that access our content through multiple devices, and as a result,\nmay double-count them. We strive to detect and minimize fraud and unauthorized access to our platform, and we implement measures to detect\nand suppress that behavior, but we may not be successful in doing so.\n\n \n\nErrors\nor inaccuracies in our metrics or data could result in incorrect business decisions and inefficiencies. For instance, if a significant\nunderstatement or overstatement of number of registered users were to occur, we may expend resources to implement unnecessary business\nmeasures or fail to take required actions to attract a sufficient number of users to satisfy our growth strategies, which could in turn\nmaterially and adversely affect our business, prospect, financial condition and results of operations.\n\n \n\n18\n\n \n\n \n\n**Our\ncontent and service offerings may not always gain market acceptance, which could materially and adversely affect our results of operations.**\n\n \n\nThe\nsuccess of our content and service offerings depends on the market perception of AIGC animation streaming and short drama streaming in\nAsia, which may be affected by, among other things, regulatory requirements and widespread acceptance of these industries in general.\nMarket acceptance depends on a variety of factors, including, but not limited to, price, quality, performance, user preferences, public\nconcerns regarding AIGC tools and the enactment of restrictive laws or regulations. It is difficult to predict the demand for AIGC animation\nstreaming and short drama platforms and the future growth rate and size of the streaming market. If AIGC animation streaming and short\ndrama streaming platforms do not achieve widespread adoption, or the demand for AIGC animation content or short drama projects fails\nto grow due to a lack of market acceptance, technological challenges, weakening economic conditions, or competing technologies and services,\nour business, financial condition and results of operations could be materially and adversely affected.\n\n \n\n**If\nwe fail to maintain and enhance our brand exposure and awareness, our ability to expand user base will be impaired and our business,\nfinancial condition, and results of operations may suffer.**\n\n \n\nWe\nbelieve that maintaining and enhancing the GIBO brand is important to support the marketing of our existing and future content and service\nofferings to new users and increase the usage of our platform by existing users. We also believe that the importance of brand recognition\nwill increase as competition in our market increases. Successfully maintaining and enhancing our brand will depend largely on the effectiveness\nof our marketing efforts, our ability to provide reliable content and service offerings that continue to meet the needs of our users\nat competitive prices, our ability to maintain our users’ trust, our ability to continue to develop new features, functionality\nand use cases, our ability to successfully differentiate our platform from competitors and our ability to adequately obtain and protect\nour trademarks and trade names. Our brand promotion activities may not generate user awareness or yield increased revenue, and even if\nthey do, any increased revenue may not offset the expenses we incur in building our brand.\n\n \n\nOur\nability to maintain and enhance our brand may also be subject to factors that are beyond our control. Unfavorable publicity\nregarding the impact of AI technologies could harm our brand and reputation, even if unrelated to our content or service offerings.\nSuch negative publicity could also reduce the potential demand and size of our addressable market and decrease our future revenue.\nIf we do not successfully maintain and enhance our brand or incur substantial expenses in unsuccessful attempts to promote and\nmaintain our brand, our business may not grow, we may have reduced pricing power relative to competitors and we could lose users and\nkey employees or fail to attract potential users or talented personnel, all of which would adversely affect our business, results of\noperations and financial condition.\n\n \n\nWe\nmay not be able to protect all of our registered or unregistered trademarks or trade names relevant to our brand and our rights may be\nchallenged, infringed, circumvented, declared generic, lapsed, or determined to be infringing on or dilutive of other marks. If we are\nunable to protect our rights in these trademarks and trade names, third parties may file for registration of trademarks similar or identical\nto our trademarks, thereby impeding our ability to build brand identity and possibly leading to market confusion. If we fail to successfully\npromote and maintain our brand, or if we fail to obtain, maintain, protect, defend and enforce our intellectual property rights, our\nbusiness, financial condition, and results of operations may suffer.\n\n \n\n19\n\n \n\n \n\n**If\nwe cannot maintain our company culture as we grow, our success, as well as our business and competitive position, may be harmed.**\n\n \n\nWe\nbelieve that our culture has been a key contributor to our success to date and that the critical nature of the technology that we develop\npromotes a sense of greater purpose and fulfillment in our employees. We have developed a culture in which our employees adhere to our\ncore tenets of being innovative, collaborative, and people-focused. As we continue to hire more employees to keep pace with our growth,\nit may become more difficult to find employees that exhibit these virtues or to instill them in our new employees. Any failure to preserve\nour culture could negatively affect our ability to retain and recruit personnel, which is critical to our growth, and to effectively\nfocus on and pursue our corporate objectives. As we grow and develop the infrastructure of a public company, we may find it difficult\nto maintain these important aspects of our culture. If we fail to maintain our company culture, our business and competitive position\nmay be harmed.\n\n \n\n**We\nmay acquire other companies or technologies that are complementary to our business, which could divert our management’s attention,\ndilute our shareholders, disrupt our operations and harm our results of operations.**\n\n \n\nIf\nappropriate opportunities arise, we may acquire additional assets, products, technologies or businesses that are complementary to our\nbusiness. In addition to obtaining shareholder approval, we may have to obtain approvals and licenses from government authorities for\nthe acquisitions. These approvals and licenses could result in delays and increased costs, and may derail our business strategy if we\nfail to obtain them.\n\n \n\nAcquisitions\ninvolve a number of risks and present financial, managerial and operational challenges, including potential disruption of our ongoing\nbusiness and distraction of management, difficulty with integrating personnel and financial systems, hiring additional management and\nother critical personnel and increasing the scope, geographic diversity and complexity of our operations. Our ecosystem participants\nmay react unfavorably to our acquisitions. We may be exposed to additional liabilities of any acquired business. In addition, future\nacquisitions may involve the issuance of additional securities, which may dilute your equity interest. Any of the foregoing risks could\nmaterially and adversely affect our revenue and results of operations. We may not realize any anticipated benefits or achieve the synergies\nthat we expect from acquired businesses or assets due to a number of factors, including:\n\n \n\n \n●\ninability\nto integrate or benefit from acquired technologies or services in a profitable manner;\n\n \n●\nunanticipated\ncosts or liabilities, including legal liabilities, associated with the acquisition;\n\n \n●\ndifficulties\nand additional expenses associated with supporting legacy products and hosting infrastructure of the acquired business;\n\n \n●\ndifficulty\nconverting the businesses of the acquired companies into our current and future businesses, including disparities in the revenue\nmodel of the acquired companies;\n\n \n●\ndiversion\nof management’s attention or resources from other business concerns;\n\n \n●\nadverse\neffects on our existing business relationships or strategic partners as a result of the acquisition;\n\n \n●\ncomplexities\nassociated with managing the geographic separation of the combined businesses and consolidating multiple physical locations;\n\n \n●\nthe\npotential loss of key employees;\n\n \n●\nacquisition\ntargets not having as robust internal controls over financial reporting as would be expected of a public company;\n\n \n●\npossible\ncash flow interruption or loss of revenue as a result of transitional matters; and\n\n \n●\nuse\nof substantial portions of our available cash to consummate the acquisition.\n\n****\n\n** **\n\n****\n\n20\n\n \n\n** **\n\n**We\nmay require additional capital to support the growth of our business, and such capital might not be available on acceptable terms, if\nat all.**\n\n \n\nWe\nhave funded our operations since inception primarily through investments from our shareholders. We cannot be certain when or if our operations\nwill generate sufficient revenues or cash to fully fund our ongoing operations, our planned investments or the growth of our business.\nWe also intend to continue to invest heavily to grow our business to take advantage of our market opportunity rather than optimize for\nprofitability or cash flow in the near term. Since our inception, we continued our focus on demonstrating the operational leverage in\nour business model, while prioritizing investments that will allow us to continue to achieve growth and business scale and to capitalize\non our significant market opportunity. Our planned investments to drive growth may require us to engage in equity or debt financings\nto secure additional funds. Additional financing may not be available on terms favorable to us, if at all. If adequate funds are not\navailable on acceptable terms, we may be unable to invest in future growth opportunities, which could harm our business, operating results,\nand financial condition. If we incur debt, the debt holders would have rights senior to holders of ordinary shares to make claims on\nour assets, and the terms of any future debt could restrict our operations, including our ability to pay dividends on our Ordinary Shares.\nFurthermore, if we issue additional equity securities, shareholders will experience dilution, and the new equity securities could have\nrights senior to those of our Ordinary Shares. Because our decision to issue securities in the future will depend on numerous considerations,\nincluding factors beyond our control, we cannot predict or estimate the amount, timing, or nature of any future issuances of debt or\nequity securities. As a result, our shareholders bear the risk of future issuances of debt or equity securities reducing the value of\nour Ordinary Shares and diluting their interests. If for any reason we are unable to secure our debt obligations under any debt obligations\nthat we may enter into from time to time, holders of our Ordinary Shares would be exposed to the risk that their holdings could be lost\nin an event of a default under such debt obligations and a foreclosure and sale of our assets for an amount that is less than the outstanding\ndebt.\n\n \n\n**Our\nplan to further expand user base community may not be successful and may create a variety of operational challenges.**\n\n \n\nOur\ngrowth strategy involves the further expansion of our operations and user base community around the world. As of December 31, 2025, approximately\nall of our registered users were from Asian countries, including Indonesia, the Philippines, Vietnam, Thailand, Myanmar, Malaysia,\nSouth Korea and Japan. For example, we anticipate that we may need to establish relationships with partners in order to expand into certain\nother countries in Asia and the world, and if we fail to identify, establish, and maintain such relationships, we may be unable to execute\nour expansion plans. We expect to continue to pursue opportunities in our existing markets and further expand our international presence\nin the foreseeable future, which will require significant dedication of management attention and financial resources.\n\n \n\nWe\nintend to make our platform more accessible to users around the world, which may involve a variety of risks, including:\n\n \n\n \n●\nslower\nthan anticipated availability and adoption of our platform by users;\n\n \n●\nchanges\nin a specific country’s or region’s political, regulatory, or economic conditions;\n\n \n●\nthe\nneed to adapt and localize our platform for specific countries;\n\n \n●\ngreater\ndifficulty collecting accounts receivable and longer payment cycles;\n\n \n●\nunexpected\nchanges in laws, regulatory requirements, or tax laws;\n\n \n●\nmore\nstringent regulations relating to privacy and data security and the unauthorized use of, or access to, commercial and personal information;\n\n \n●\nchallenges\ninherent in efficiently managing, and the increased costs associated with, an increased number of employees over large geographic\ndistances, including the need to implement appropriate systems, policies, benefits, and compliance programs that are specific to\neach jurisdiction;\n\n \n●\ndifficulties\nin managing a business in new markets with diverse cultures, languages, customs, legal systems, alternative dispute systems and regulatory\nsystems;\n\n \n\n21\n\n \n\n \n\n \n●\nincreased\ntravel, real estate, infrastructure, and legal compliance costs associated with international operations;\n\n \n●\ncurrency\nexchange rate fluctuations and the resulting effect on our revenue and expenses and the cost and risk of entering into hedging transactions\nif we choose to do so in the future;\n\n \n●\nlimitations\non our ability to reinvest earnings from operations in one country to fund the capital needs of our operations in other countries;\n\n \n●\nlaws\nand business practices favoring local competitors or general market preferences for local vendors;\n\n \n●\nlimited\nor insufficient intellectual property protection or difficulties obtaining, maintaining, protecting, or enforcing our intellectual\nproperty rights, including our trademarks and patents;\n\n \n●\npolitical\ninstability or terrorist activities;\n\n \n●\nan\noutbreak of a contagious disease, which may cause us or our third-party providers and/or users and to temporarily suspend our or\ntheir respective operations in the affected city or country; and\n\n \n●\nadverse\nchanges to domestic and foreign tax law and the burdens of foreign exchange controls that could make it difficult to repatriate earnings\nand cash.\n\n \n\nIf\nwe invest substantial time and resources to further expand our operations globally and are unable to do so successfully and in a timely\nmanner, our business and results of operations will suffer.\n\n \n\n**We\nhave limited ability to protect and defend our intellectual property rights, and unauthorized parties may infringe upon or misappropriate\nour intellectual property, which could harm our business and competitive position.**\n\n \n\nOur\nsuccess depends in part on our ability to protect the proprietary technologies and know-hows that we have developed. We cannot protect\nour intellectual property if we cannot enforce our rights or does not detect unauthorized use of our intellectual property. If we fail\nto protect our intellectual property rights adequately, our competitors may gain access to our technology and unauthorized parties may\ninfringe upon our intellectual property rights, which could adversely affect our business.\n\n \n\nWe\nrely on a combination of patents, trademarks, trade secrets, copyrights, contractual restrictions and other intellectual property laws\nand confidentiality procedures to establish and protect our proprietary rights. However, the steps we take to protect our intellectual\nproperty may be inadequate. We may not be able to obtain all necessary patent and trademark applications from all of the jurisdictions\nthat we operate our business in. Failure to do so may subject us to litigation and there is no guarantee that we will prevail. Additionally,\nany patents, trademarks or other intellectual property rights that we obtain may be challenged by others or invalidated through administrative\nprocesses or litigation. We include confidentiality provisions in employment contracts with key employees and in agreements with our\nbusiness partners. These agreements may not be effective in controlling access to and distribution of our proprietary information, and\nbreach of such agreements may also result in lengthy and costly litigation with inadequate remedies available.\n\n \n\nLegal\nstandards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain. The local laws\nwith respect to protecting intellectual property rights are still evolving, and legal procedures for enforcing intellectual property\nrights may be inadequate. Accordingly, despite our efforts, we may not prevent third parties from infringing upon or misappropriating\nour intellectual property.\n\n \n\nWe\nmay expend significant resources to monitor and protect our intellectual property rights. We may also pursue litigation to protect our\nintellectual property rights and protect our trade secrets. Litigation to protect and enforce our intellectual property rights could\nbe costly, time-consuming and distracting to management. Litigation could also result in the impairment or loss of portions of our intellectual\nproperty.\n\n \n\n22\n\n \n\n \n\nOur\nefforts to enforce our intellectual property rights may face defenses, counterclaims and countersuits attacking the validity and enforceability\nof our intellectual property rights. Despite our efforts, we may not be able to prevent third parties from infringing, misappropriating\nor otherwise violating, or from successfully challenging, our intellectual property rights. Such litigation or proceedings could substantially\nincrease our operating losses and reduce the resources available for development activities or any future sales, marketing or distribution\nactivities. Our failure to obtain, maintain, protect, defend and enforce our intellectual property rights could adversely affect our\nbrand and business, financial condition and results of operations.\n\n \n\n**Infringement\nor misappropriation claims by third parties could subject us to significant liabilities and other costs.**\n\n \n\nOur\nsuccess depends largely on our ability to use and develop our technology and know-how without infringing the intellectual property rights\nof third parties. Our competitors or other third parties may claim that we are infringing upon their intellectual property rights, and\nwe may be found to be infringing upon such rights.\n\n \n\nAny\nclaims or litigation, regardless of merit, could cause us to incur significant expenses. If successfully asserted against us, these claims\ncould require that we pay substantial damages or ongoing royalty payments, prevent us from offering our services or require that we comply\nwith other unfavorable terms.\n\n \n\nEven\nif the claims do not result in litigation or resolve in our favor, these claims, and the time and resources spent in resolving them,\ncould divert management resources and adversely affect our business and results of operations. We expect that the occurrence of infringement\nclaims is likely to grow as the industry and our business grows. Accordingly, our exposure to damages resulting from infringement claims\ncould increase and divert our financial and management resources.\n\n \n\n**We\nmay be subject to complaints, litigations and claims initiated by the intellectual property owners, if any of the resources used, content\ncreated or training data employed, especially data sourced from the Internet, by our users have infringed or potentially infringed third\nparty intellectual property rights.**\n\n \n\nAs\nwith many developing technologies, AI technologies present risks and challenges on intellectual property that could affect the further\ndevelopment, adoption, and use of such technologies. The use of our AI-powered content creation tools involves training of data by sourcing\na comprehensive and representative dataset from the Internet. This may raise issues related to intellectual property right infringement,\nif the resources used, content created, or training data employed by our users have infringed or potentially infringed third party intellectual\nproperty rights.\n\n \n\nOur\ncurrent measures may be insufficient to avoid all potential infringements and events and factors beyond our control or anticipation that\nmay pose risks to the effectiveness of our current measures. Therefore, there is no assurance that we can identify all instances in which\ninfringement has occurred or will occur, and there is no assurance that any of the resources used, contents created or training data\nused by us would not involve legal proceedings against us in relation to infringement or violation of intellectual property rights in\nany jurisdictions where we have operations.\n\n \n\nBesides,\nif a claim of infringement, misappropriation or violation is brought against us, we may be required to pay substantial damages, subject\nto injunction or court orders or be required to remove the data and redesign our technology. In such an event, we may be required to\n(i) seek licenses from third parties to commercially use their resources, contents and data to continue the availability of our content\nand service offerings; (ii) to re-engineer our business models; or (iii) to discontinue certain of our current content and service offerings,\nany of which could adversely affect our business and revenue. As a result, we may lose our competitive advantages derived from such intellectual\nproperty or suffer significant impairments to our intellectual property rights or receive public criticisms which may adversely affect\nour brand reputation and credibility, any of which may result in material adverse impacts on our business, results of operations, financial\nconditions and business prospects.\n\n \n\n23\n\n \n\n \n\n**We\nmay face risks associated with long selling and implementation cycle for our IT services, which may require us to make significant resource\ncommitments prior to realizing revenues.**\n\n \n\nWe\nmay experience long selling cycles for our IT services, which may require significant investment of resources and time by both our customers\nand us. For example, before committing to use our services, potential customers may need us to expend substantial time and resources\neducating them on the value of our services and our ability to meet their requirements. Our selling cycle is subject to risks and delays\nover which we have little or no control, including our customers’ decision to choose alternatives to our services and the timing\nof our customer’ budget cycles and approval processes. If our sales cycle unexpectedly lengthens for one or more IT service projects\nin the future, it could negatively affect the timing of our revenue recognition and hinder our revenues growth. A delay in our ability\nto obtain a signed agreement, to receive payment from customers or to complete certain contractual requirements may reduce our revenues\nfor a particular fiscal period. Additionally, our customers may experience delays in obtaining internal approvals or delays associated\nwith technology, thereby further delaying the implementation process for the implementation of our IT services. Our future customers\nmay not be willing or able to invest the time and resources necessary to implement our services, and we may fail to close sales with\npotential customers to which we have devoted significant time and resources. Any significant failure to generate revenues or delays in\nrecognizing revenues after incurring costs related to our IT services process could materially and adversely affect our business, financial\ncondition and results of operations.\n\n \n\n**Our\nIT services rely on evolving information technologies to maintain our competitiveness, and any failure to adapt to technological developments\nor industry trends could harm our business.**\n\n \n\nThe\nsuccess of our IT services depends upon our ability to maintain sophisticated information technologies and systems. As our operations\ngrow in both size and scope, we also need to continuously improve and upgrade our systems and infrastructure to offer an increasing number\nof customers enhanced IT services, features and functionality, while maintaining the reliability and integrity of our own systems and\ninfrastructure. Our future success in IT services also depends on our ability to improve the performance, features and reliability of\nour services in order to adapt to rapidly changing technologies, address the evolving demands of the IT service market, and remain competitive\nin the industry. If there are technological impediments impairing our ability to introduce new technologies or maintain current technologies\nor services, or if the IT services we offer do not meet the requirements of our customers’ evolving needs, our business, financial\ncondition or results of operations may be adversely affected.\n\n \n\nIn\naddition, the emergence of competitors who may be able to optimize products, services or strategies that use cutting-edge technologies,\nsuch as more advanced artificial intelligence, may mandate us to make new and costly investments. Transitioning to new technologies may\nbe disruptive to our business operations, and may increase our reliance on third party service providers. We may not be successful, or\nmay be less successful than our current or new competitors, in developing and offering services that are appealing to our customers,\neither of which would negatively affect our business and financial performance. If we are not able to maintain existing systems, obtain\nnew technologies and systems, or replace or introduce new technologies and systems as quickly as our competitors or in a cost-effective\nmanner, our business and operations could be materially and adversely affected.\n\n \n\n**Any\nsignificant disruption to our technology infrastructure, including events beyond our control, could prevent us from offering our content\nand services, or reduce our attractiveness and result in a loss of our users.**\n\n \n\nThe\nperformance, reliability and availability of our platform and the underlying technology infrastructure are critical to our business operations\nand reputation. A system outage, malfunction or data loss could harm our ability to provide services. Third-party cloud providers host\nour website and supporting services. Our operations depend on service providers’ ability to protect our systems and their own systems\nagainst damage or interruption from natural disasters, power or telecommunications failures, environmental conditions, computer viruses\nor attempts to harm our systems, criminal acts and similar events, many of which are beyond our control. If our arrangements with these\nservice providers terminate or if the services are no longer cost-effective to us, we could experience interruptions in our services\nofferings as well as delays and additional expenses. Our ability to exchange information with users could also experience interruptions.\nOur website may malfunction from time to time. In addition, we need to update our website to improve functions, incorporate new functions\nor adapt major updates for operating systems of different users. If our website fails to perform, user experience and our reputation\nmay deteriorate, which could materially and adversely affect our business. Any interruptions or delays in our technology systems or our\nrendering of content and service offerings, whether as a result of third-party errors, natural disasters or security breaches, whether\naccidental or willful, could harm our relationships with users and our reputation. We may not have sufficient capacity to recover all\ndata and services lost in the event of an outage. These factors could damage our brands and reputation, divert the attention of our employees,\nreduce our revenue, subject us to liability and cause users to abandon our content and service offerings. As of the date of this Report, we had not experienced severe interruptions or delays in our technology systems or content and service offerings. However, we\ncould be subject to such interruptions and delays in the future. Any of the foregoing could materially and adversely affect our business,\nfinancial condition and results of operations.\n\n \n\n24\n\n \n\n \n\n**We\nrely upon third-party providers of cloud-based infrastructure to host our cloud-based content and service offerings. Any disruption in\nthe operations of these third-party providers, limitations on capacity, or interference with our use could adversely affect our business,\nfinancial condition, and results of operations.**\n\n \n\nOur\ncontinued growth depends in part on the ability of our existing and potential users to continue to view and utilize the cloud-based content\nand service offerings on our platform. We rely on third-party cloud service providers to handle the technical infrastructure needed to\nstore, manage, and deliver content and services to our users. Users of our cloud-based content and services expect to be able to access\nthese content and services at any time, without material interruption or degradation of performance. Our cloud-based content and service\nofferings depend on protecting the virtual cloud infrastructure hosted by third-party hosting services by maintaining our configuration,\narchitecture, features, and interconnection specifications, as well as the information stored in these virtual data centers, which is\ntransmitted by third-party internet service providers. Any disruption as a result of cyber-attacks or similar issues, or any limitation\non the capacity of our third-party hosting services, could impede our ability to onboard new users or expand the usage of our existing\nusers or otherwise adversely affect our business, which could adversely affect our financial condition and results of operations.\n\n \n\nWe\nrely on third-party providers of cloud-based infrastructure to host our cloud-based content and services, therefore, it may become increasingly\ndifficult for us to maintain and improve cloud-based infrastructure performance, especially during peak usage times and as our cloud\ncapabilities become more complex and user traffic increases, because we do not control the infrastructure supporting these services.\nIn addition, any incident affecting our third-party hosting services’ infrastructure that may be caused by cyber-attacks, natural\ndisasters, fire, flood, severe storm, earthquake, power loss, telecommunications failures, outbreaks of contagious diseases, terrorist\nor other attacks, and other similar events beyond our control could negatively affect our cloud-based products. If our cloud-based content\nand services are unavailable or if our users are unable to access our cloud-based content and services within a reasonable amount of\ntime or at all, we may experience a loss of users, lost or delayed market acceptance of our platform and offerings, injury to our reputation\nand brand, legal claims against us, and the diversion of our resources. We may also incur significant costs for using alternative equipment\nor taking other actions in preparation for, or in reaction to, events that damage the third-party hosting services we use.\n\n \n\nIn\nthe event that our service agreements with our third-party hosting services are terminated, or there is a lapse of service, elimination\nof services or features that we utilize, interruption of internet service provider connectivity or damage to such facilities, we could\nexperience interruptions in access to our cloud-based content and services as well as significant delays and additional expense in arranging\nor creating new facilities and services and/or re-architecting our cloud-based content and services for deployment on a different cloud\ninfrastructure service provider, which could adversely affect our business, financial condition and results of operations.\n\n \n\n**Any\nmalfunction, capacity constraint or operation interruption for any extended period may have an adverse impact on our business.**\n\n \n\nOur\nability to provide superior user experience on our platform depends on the continuous and reliable operation of our IT systems. We cannot\nassure you that we will be able to procure sufficient bandwidth in a timely manner or on acceptable terms or at all. Failure to do so\nmay significantly impair user experience on our platform and decrease the overall effectiveness of our platform to users, content providers\nand advertisers. Our IT systems and proprietary content distribution network are vulnerable to damage or interruption as a result of\nfires, floods, earthquakes, power losses, telecommunications failures, undetected errors in software, computer viruses, hacking and other\nattempts to harm our IT systems. Disruptions, failures, unscheduled service interruptions or a decrease in connection speeds could damage\nour reputation and cause our users, content creators and advertisers to migrate to our competitors’ platforms. If we experience\nfrequent or persistent service disruptions, whether caused by failures of our own IT systems or those of third-party service providers,\nour user experience may be negatively affected, which in turn may have a material adverse effect on our reputation and business. We cannot\nassure you that we will be successful in minimizing the frequency or duration of service interruptions. As the number of our users increases\nand our users generate more content on our platform and utilize more of our content and service offerings, we may be required to expand\nand adapt our technology and infrastructure to reliably store and process content. It may become increasingly difficult to maintain and\nimprove the performance of our platform, especially during peak usage times, as our platform become more complex and our user traffic\nincreases. For example, as the platform struggles to handle increased traffic and complexity, users may experience slow loading times,\nlag, or other performance issues, which can lead to frustration and a decline in overall user satisfaction. During peak usage times,\nour platform may experience crashes or outages due to the inability to manage the high volume of traffic, which can disrupt user activity\nand create a negative experience. Our content creators may find our platform difficult to upload, manage, or distribute their content\nefficiently on a platform with performance issues, leading to a reduction in content quality and quantity, which can cause our platform\nto be less attractive to both content creators and their audiences.\n\n \n\n25\n\n \n\n \n\n**Real\nor perceived errors, failures, or bugs in our platform and our content and service offerings could adversely affect our business, results\nof operations, financial condition and growth prospects.**\n\n \n\nOur\ncontent and service offerings are complex, and our platform uses novel technology. Undetected errors, failures, or bugs have occurred\non our platform in the past and may occur in the future. Despite testing, real or perceived errors, failures, or bugs may not be found\nuntil our users utilize our platform and our content and service offerings. Such failures or bugs can cause reputational damage on us,\nand in some cases can impair our ability to attract new users, retain existing users, or expand their use of our platform, which would\nadversely affect our business, results of operations and financial condition.\n\n \n\n**Our\nbusiness generates and processes a large amount of data, and the improper use or disclosure of such data may harm our reputation and\nbusiness.**\n\n \n\nOur\nbusiness generates and processes a large quantity of personal, demographic and behavioral data. We face risks inherent in handling large\nvolumes of data and in protecting the security of such data, including those relating to:\n\n \n\n \n●\nprotecting\nthe data in and hosted on our system, including against attacks on our system by outside parties or fraudulent behavior by our employees;\n\n \n●\naddressing\nconcerns related to privacy and sharing, safety, security and other factors; and\n\n \n●\ncomplying\nwith applicable laws, rules and regulations relating to the collection, use, disclosure or security of personal information, including\nany requests from regulatory and government authorities relating to such data.\n\n \n\nWe\nare subject to the laws and regulations of the countries and regions in Asia relating to the collection, use, retention, security and\ntransfer of personally identifiable information with respect to our users and employees. These laws continue to develop and may vary\nfrom jurisdiction to jurisdiction. Complying with emerging and changing international requirements may cause us to incur substantial\ncosts or require us to change our business practices. Any failure, or perceived failure, by us to comply with any privacy policies or\nregulatory requirements or privacy-protection-related laws, rules and regulations could result in proceedings or actions against us by\ngovernment authorities or others. These proceedings or actions may subject us to significant penalties and result in negative publicity,\nrequire us to change our business practices, increase our costs and severely disrupt our business.\n\n \n\nIn\naddition, the secure transmission of confidential information, such as users’ personal information, over public networks, including\nour website, is essential for maintaining user confidence. We could be exposed to litigation and possible liability if we fail to safeguard\nconfidential user information, which could harm our reputation and our ability to attract or retain users, and may materially and adversely\naffect our business.\n\n \n\n**We\nare subject to stringent and evolving laws, regulations and standards, information security policies, and contractual obligations related\nto data privacy and security.**\n\n \n\nWe\nare, and may increasingly become, subject to various laws and regulations, as well as contractual obligations, relating to data privacy\nand security in the jurisdictions in which we operate. The regulatory environment related to data privacy and security is increasingly\nrigorous, with new and constantly changing requirements applicable to our business, and enforcement practices are likely to remain uncertain\nfor the foreseeable future. These laws and regulations may be interpreted and applied differently over time and from jurisdiction to\njurisdiction, and it is possible that they will be interpreted and applied in ways that may have a material adverse effect on our business,\nfinancial condition, results of operations and prospects.\n\n \n\n26\n\n \n\n \n\nAny\nnon-compliance with the related laws and regulations may result in fines or other penalties, including suspension of business and website\nclosure as well as reputational damage or legal proceedings or actions against us, which may have material adverse effects on our business,\nfinancial condition or results of operations.\n\n \n\nThere\nare rules and regulations governing the use of cookies and similar tracking technologies, and individuals may be required to “opt-in”\nto their placement for the purposes of marketing**.** Informed consent might be required for the placement of a cookie on a\nuser’s device and for direct electronic marketing which prohibits pre-checked consents and imposes a requirement to ensure separate\nconsents are sought for each type of cookie or similar technology. Recent guidance, court cases and regulatory and consumer group led\naction are driving increased attention to compliance with these rules. Increased enforcement of these strict requirements could lead\nto substantial costs, require significant systems changes, limit the effectiveness of our marketing activities, divert the attention\nof our technology personnel, adversely affect our margins, increase costs and subject us to additional liabilities. Widespread adoption\nof regulations that significantly restrict our ability to use performance marketing technology could adversely affect our ability to\nmarket effectively to current and prospective hosts and guests, and thus materially and adversely affect our business, results of operations\nand financial condition.\n\n \n\nAll\nof these evolving compliance and operational requirements impose significant costs, such as costs related to organizational changes,\nimplementing additional protection technologies, training employees and engaging consultants, which are likely to increase over time.\nIn addition, such requirements may require us to modify our data processing practices and policies. distract management or divert resources\nfrom other initiatives and projects, all of which could have a material adverse effect on our business, financial condition, results\nof operations and prospects. Any failure or perceived failure by us to comply with any applicable laws and regulations, or similar laws\nand regulations in the jurisdictions we operate relating to data privacy and security could result in damage to our reputation, as well\nas proceedings or litigation by governmental agencies or other third parties, including class action privacy litigation in certain jurisdictions,\nwhich would subject us to significant fines, sanctions, awards, injunctions, penalties or judgments. Any of the foregoing could have\na material adverse effect on our business, results of operations, financial condition and prospects.\n\n \n\n**If\nthe security of the personal information that we (or our vendors) collect, store, or process is compromised or is otherwise accessed\nwithout authorization, or if we fail to comply with our commitments and assurances regarding the privacy and security of such information,\nour reputation may be harmed and we may be exposed to liability and loss of business.**\n\n \n\nCyberattacks\nand other malicious internet-based activity continue to increase. In addition to traditional computer “hackers,” malicious\ncode (such as viruses and worms), employee theft or misuse, and denial-of-service attacks, sophisticated nation-state and nation-state\nsupported actors now engage in attacks (including advanced persistent threat intrusions). We cannot guarantee that our or our vendors’\nsecurity measures will be sufficient to protect against unauthorized access to or other compromise of personal information and our confidential\nor proprietary information. The techniques used to sabotage or to obtain unauthorized access to our or our vendors’ platforms,\nsystems, networks and/or physical facilities in which data is stored or through which data is transmitted change frequently, and we or\nour vendors may be unable to implement adequate preventative measures or stop security breaches while they are occurring. The recovery\nsystems, security protocols, network protection mechanisms, and other security measures that we have integrated into our platform, systems,\nnetworks, and physical facilities and any such measures implemented by our vendors, which are designed to protect against, detect, and\nminimize security breaches, may not be adequate to prevent or detect service interruption, system failure or data loss. Our platform,\nsystems, networks, and physical facilities, and those of our vendors, in the future could be breached and the personal information, and\nour confidential or proprietary information, in the future also could be otherwise compromised. Our platform and underlying systems may\nbe targeted by cyberattacks such as hacking, malware, or ransomware. Such breaches could lead to unauthorized access to sensitive data\nor disruption of services. Personal and sensitive information stored on our systems might be exposed during a breach, potentially leading\nto identity theft, financial loss, or other harm to individuals. Physical breaches of our data centers or other facilities, such as theft\nor vandalism, could result in direct access to servers and data storage devices. Since we use third-party vendors for data storage or\nprocessing, breaches or security lapses at these vendors’ facilities could also affect our data security. Vendors who handle our\ndata or provide critical services may also be targets of attacks or could experience their own security breaches. Since we rely on these\nvendors, their security failures can impact our data protection efforts. Vendors with access to our systems or data may inadvertently\nor intentionally expose sensitive information if their security practices are inadequate. Third parties could also attempt to fraudulently\ninduce our employees or our users to disclose information or usernames and/or passwords, or otherwise compromise the security of our\nplatform, networks, systems and/or physical facilities. Third parties have exploited in the past, and could exploit in the future, vulnerabilities\nin, or could obtain unauthorized access to, platforms, systems, networks, and/or physical facilities utilized by our vendors.\n\n \n\n27\n\n \n\n \n\nWe\nare required to comply with laws, rules, regulations and other obligations that require us to maintain the security of personal information.\nWe operate in an industry that is prone to cyber-attacks. We may in the future become the target of cyber-attacks by third parties seeking\nunauthorized access to such data, including our or our users’ data or to disrupt our ability to provide our services. Failure to\nprevent or mitigate cyber-attacks could result in the unauthorized access to personal information. Most jurisdictions have enacted laws\nrequiring companies to notify individuals, regulatory authorities and others of security breaches involving certain types of data. Such\nmandatory disclosures are costly, could lead to negative publicity, may cause our users to lose confidence in the effectiveness of our\nsecurity measures and require us to expend significant capital and other resources to respond to and/or alleviate problems caused by\nthe actual or perceived security breach. A security breach of any of our vendors that processes personal information of our users may\npose similar risks. The costs to respond to a security breach and/or to mitigate any security vulnerabilities that may be identified\ncould be significant, our efforts to address these issues may not be successful, and these issues could result in interruptions, delays,\ncessation of service, negative publicity, loss of user trust, diminished use of our content and service offerings as well as other harms\nto our business and our competitive position. Remediation of any potential security breach may involve significant time, resources, and\nexpenses. Any security breach may result in regulatory inquiries, litigation or other investigations, and can affect our financial and\noperational condition.\n\n \n\nWe\nmay also be subject to laws that require us to use industry-standard or reasonable security measures to safeguard personal information.\nA security breach could lead to claims by our users. As a result, we could be subject to legal action, or our users could end their use\nof our platform. There can be no assurance that the limitations of liability in our user agreements would be enforceable or adequate\nor would otherwise protect us from liabilities or damages. These proceedings could force us to spend money in defense or settlement,\ndivert management’s time and attention, increase our costs of doing business or adversely affect our reputation. We could be required\nto fundamentally change our business activities and practices or modify our content and service offerings and/or platform capabilities\nin response to such litigation, which could have an adverse effect on our business. If a security breach were to occur, and the confidentiality,\nintegrity, or availability of personal information was disrupted, we could incur significant liability, or our platform may be perceived\nas less desirable, which could negatively affect our business and damage our reputation.\n\n \n\n**Some\nof our content and service offerings may involve open-source interfaces, which may pose particular risks to our platform and offerings\nin a manner that negatively affects our business.**\n\n \n\nWe\nmay use open-source software when developing and upgrading our platform and service offerings, and may continue to use open-source software\nin the future. There is a risk that the usage of open-source software could be construed in a manner that imposes unanticipated conditions\nor restrictions on our ability to provide or distribute our products or services. Additionally, we may face claims from third parties\nclaiming ownership of, or demanding release of, the open-source software or derivative works that we developed using such software. These\nclaims could result in litigation and could require us to make our software source code freely available, purchase a costly license or\ncease offering the implicated products or services unless, and until, we can re-engineer them to avoid infringement. This re-engineering\nprocess could require significant additional research and development resources, and we may not be able to complete it successfully.\n\n \n\nFurthermore,\nbecause any software source code we contribute to open-source projects is publicly available, our ability to protect our intellectual\nproperty rights with respect to such software source code may be limited or lost entirely. Open-source software is subject to further\ndevelopments or modifications by anyone, as a result, we may be unable to prevent our competitors or others from using such software\nsource code contributed by us. It is also possible for competitors to develop their own content or service offerings using open-source\nsoftware, potentially reducing the demand for our platform or rendering it no longer useful. If we are unable to successfully address\nthese challenges, our business, results of operations and financial condition may be adversely affected, and our development costs may\nincrease.\n\n \n\n28\n\n \n\n \n\n**Misconduct\nor other improper activities by our employees, users and other third parties could harm our business and reputation.**\n\n \n\nOur\nemployees, users and other third parties may engage in misconduct or other improper activities, which could subject us to financial losses\nor regulatory sanctions and seriously harm our reputation. This misconduct could include unauthorized activities resulting in unknown\nrisks or losses, improper use of confidential or privacy information or fraudulent and other illegal or improper activities. It is not\nalways possible to deter misconduct that occurs on our platform, and the precautions that we take to prevent and detect this activity\nmay not be effective in all cases.\n\n \n\nWe\nare also subject to the risk of fraudulent activities by users, who may provide us with inaccurate or misleading information or engage\nin other improper activities through our platform. Misconduct or other improper activities by our employees, users, and other third parties\ncould damage our brand and reputation, discourage users from using our content and service offerings and require us to take additional\nsteps to reduce improper and illegal activities on our platform, which could significantly increase our costs. To combat fraud and misconduct,\nwe may need to invest in advanced security systems, monitoring tools, and fraud detection technologies, increasing operational expenses.\nImplementing and maintaining compliance with regulatory requirements for data protection and fraud prevention can lead to additional\ncosts for legal consultations, audits, and reporting. Addressing legal claims or defending against lawsuits related to fraudulent activities\nor misconduct can result in significant legal fees and associated costs. We may face fines and penalties from regulatory bodies if found\nto be non-compliant with data protection laws or if we fail to adequately address fraud or misconduct. Conducting investigations into\nfraudulent activities or misconduct requires time and resources, leading to increased administrative and operational costs. Costs associated\nwith remedying the effects of fraud or misconduct, including restoring services, compensating affected users, and implementing additional\nsecurity measures, can be substantial.\n\n \n\nOur\nplatform is complex and can be used in a wide variety of network environments. Such platform may be intentionally misused or abused by\nusers or third parties who access or use our platform. Incorrect or improper use of our platform may result in negative publicity or\nlegal claims against us.\n\n \n\n**Our\nbusiness depends on the continued efforts of our senior management. If one or more members of our senior management were unable or unwilling\nto serve in their present positions, our business may be severely disrupted.**\n\n \n\nOur\noperations depend on the continued services of our senior management, particularly the executive officers named in this Report.\nAs the market for AIGC animation streaming platforms and short drama streaming platforms continues to grow, competitors may attempt to\nhire our senior management members. If we lose the services of any member of our senior management team, we may not be able to effectively\nmanage our business or implement our growth strategies. If any of our senior management members joins a competitor or forms a competing\ncompany, we may lose trade secrets and relationships with our users, and we may be unable to effectively manage our business, including\nthe development, marketing of our platform, which could adversely affect our business, results of operations and financial condition.\nSpecifically, the immediate absence of experienced senior management members can create a vacuum in decision-making and strategic direction.\nThis can lead to delays in executing business plans, project completions, and overall operational inefficiency. We may face challenges\nin maintaining strategic continuity and focus. New senior management members might need time to understand our vision and current strategies,\npotentially leading to shifts in direction and uncertainty. Departing senior management members may take with them valuable insights\ninto our proprietary technologies, strategies, and trade secrets. Competitors could use this information to enhance their own offerings,\ndiluting our competitive edge. Knowledge of ongoing projects and innovations might be transferred to competitors, enabling them to accelerate\ntheir own product development and technological advancements. Key relationships with partners managed by departing senior management\nmembers may be lost. This can result in decreased trust and loyalty, leading to potential loss of partners. Agreements or partnerships\noverseen by departing senior management members might be jeopardized, leading to renegotiations or loss of important business contracts.\nCompetitors hiring our senior management members can benefit from their industry experience and insider knowledge, potentially gaining\na strategic advantage and strengthening their market position, which could directly challenge our market share and disrupt our business\noperations, leading to increased competition and market pressure. The process of recruiting, hiring, and training new senior management\ncan be costly and time-consuming. This includes expenses related to headhunter fees, onboarding, and potential salary premiums to attract\ntop talent. Disruptions in leadership and strategic direction may lead to missed business opportunities, decreased revenue, and lower\nprofitability. The period during which new senior management members transition into their roles can be marked by operational challenges\nand decreased efficiency. Existing teams may struggle with changes in management style or strategic priorities. New senior management\nmembers may need time to acclimate, which can lead to delays in decision-making and hinder our ability to respond swiftly to market changes\nor opportunities.\n\n \n\n29\n\n \n\n \n\n**We\nmay be subject to risks associated with foreign exchange rate fluctuations and interest rate changes.**\n\n \n\nWe\nintend to operate in numerous markets worldwide, and as such will be exposed to risks stemming from fluctuations in currency and interest\nrates. Meanwhile, various forms of financing that we may use in the future to cover future funding requirements for our activities, including\nloans and borrowings denominated in foreign currencies, could further expose us to variable rates of interest and foreign exchange rate\nfluctuations and can adversely affect our future revenues, finance costs and margins. Although we may manage risks associated with fluctuations\nin currency and interest rates through financial hedging instruments, fluctuations in currency or interest rates could have a material\nadverse effect on our business, prospects, financial condition, results of operations and cash flows.\n\n \n\n**Our\nleased property interests may be defective and our rights to the leased properties affected by such defects may be challenged, which\ncould significantly disrupt our operations.**\n\n** **\n\nWe\nlease properties from third parties for our business. As of December 31, 2025, we leased a total gross floor area of approximately 957\nsquare feet primarily for office space. As of the date of this Report, we have relocated our headquarters from Hong Kong to Kuala Lumpur, Malaysia.\n\n \n\nSubject\nto applicable local leasing laws, if we cannot obtain title certificates or evidence that our lessors are authorized to lease certain\nproperties to us, our leases may be deemed invalid. In that case, we may need to renegotiate directly with the property owners or authorized\nlessors on terms that may be less favorable to us.\n\n \n\nIn\naddition, we have not stamped or registered most of our lease agreements with the relevant government authorities. Where local law requires\nstamping or registration, late compliance may result in penalties, and an unstamped lease may not be admissible in civil proceedings\nor accepted by public authorities. In some jurisdictions, a lease with a term exceeding three years that is not registered may lose priority\nagainst other registered interests in the same property, which could expose us to the risk of eviction.\n\n \n\nAs\nof the date of this Report, we are not aware of any material actions, claims or investigations threatened against us or our lessors\nwith respect to the defects in our leasehold interests. However, if any of our leases terminate as a result of challenges by third parties\nor governmental authorities due to a lack of title certificates or proof of authorization to lease, we may relocate the affected offices\nor warehouses and incur additional expenses.\n\n \n\n**We\nmay be subject to legal proceedings in the ordinary course of our business. Litigation could distract management, increase our expenses\nor subject us to material money damages and other remedies.**\n\n \n\nFrom\ntime to time, we may be a party to litigation and other legal proceedings commenced by or against us, including but not limited to disputes\nwith employees and ecosystem participants. The outcome of any legal proceeding is uncertain. If any legal proceedings were to result\nin an unfavorable outcome, it could materially and adversely affect our business, financial position and results of operations.\n\n \n\nEven\nif we successfully defend ourselves, we may incur substantial costs, time and efforts to defend against any legal action. In addition,\nany adverse publicity resulting from actual or potential litigation may also adversely affect our reputation, which in turn could harm\nour business.\n\n \n\n30\n\n \n\n \n\n**We\nmay not have sufficient insurance coverage.**\n\n \n\nWe\ndo not maintain property insurance or business interruption insurance, nor do we maintain product liability insurance or key-man life\ninsurance. Any business disruption or litigation, or any liability or damage to, or caused by, our facilities or our personnel beyond\nour insurance coverage may result in substantial costs and may divert our resources.\n\n \n\n**We\nface risks related to natural disasters, health epidemics, including the COVID-19, and other events that could significantly disrupt\nour operations.**\n\n \n\nWe\nare vulnerable to natural disasters and other calamities. Fire, floods, typhoons, earthquakes, power loss, telecommunications failures,\nbreak-ins, war, riots, terrorist attacks or similar events may cause server interruptions, breakdowns, system failures or internet failures.\nThese incidents could cause the loss or corruption of data or malfunctions of software or hardware and adversely affect our ability to\nprovide our content or services.\n\n \n\nThe\neffects of COVID-19, monkey pox, Ebola, H1N1 flu, H7N9 flu, avian flu, Severe Acute Respiratory Syndrome, or other epidemics could also\naffect our business. If any of our employees has a contagious disease or condition, we may need to quarantine our employees and/or disinfect\nour offices, which would negatively impact our business. In addition, our results of operations could be adversely affected to the extent\nthat any of these epidemics harms the global economy in general.\n\n \n\n**Unfavorable\nconditions in our industry or the global economy could limit our ability to grow our business and negatively affect our results of operations.**\n\n \n\nOur\nresults of operations may vary based on the impact of changes in our industry or the global economy on us or our users. Unfavorable conditions\nin the economy, including conditions resulting from changes in growth in financial market, international trade relations, political turmoil,\nnatural catastrophes, outbreaks of contagious diseases, warfare, and terrorist attacks in Asia, or elsewhere, could cause a decrease\nin business investments, disrupt the timing and cadence of key industry events, and negatively affect the growth of our business and\nour results of operations.\n\n \n\nFurther,\nto the extent that there is a general economic downturn, and our platform is perceived by users as costly, or too difficult to deploy\nor migrate to, our business could be adversely affected. We cannot predict the timing, strength, or duration of any economic slowdown,\ninstability, or recovery, generally or within any particular industry. If the economic conditions of the general economy or markets in\nwhich we operate worsen from present levels, our business, results of operations, and financial condition could be adversely affected.\n\n \n\n**Any\nfailure by us or third parties with which we collaborate to comply with anti-money laundering and anti-terrorist financing laws and regulations\ncould damage our reputation, expose us to significant penalties and decrease our revenues and profitability.**\n\n \n\nWe\nhave not been subject to fines or other penalties, or suffered material business or other reputational harm, as a result of actual or\nalleged money laundering or terrorist financing activities in the past. If we were associated with money laundering (including illegal\ncash operations) or terrorist financing, our reputation could suffer. We could also become subject to regulatory fines, sanctions, or\nlegal enforcement, including being added to any “blacklists” that would prohibit certain parties from engaging in transactions\nwith us, all of which could materially and adversely affect our financial condition and results of operations.\n\n \n\nEven\nif we comply with applicable anti-money laundering laws and regulations, we may not be able to eliminate money laundering and other illegal\nor improper activities in light of their complexity and the secrecy of these activities. Any negative perception of the industry, including\nthat which may arise from any failure to detect or prevent money laundering activities, even if factually incorrect or based on isolated\nincidents, could compromise our image, undermine the trust and credibility that we have established, and negatively impact our financial\ncondition and results of operations.\n\n \n\n31\n\n \n\n \n\n**Risks\nRelated to Our Operations in Hong Kong**\n\n \n\n**Our\nbusiness, financial condition, results of operations, and prospects may be materially and adversely affected if certain laws and regulations\nof the PRC become applicable to us or our subsidiaries. We may be subject to the risks and uncertainties associated with the evolving\nlaws and regulations in the PRC, their interpretation and implementation, and the legal and regulatory system in the PRC more generally.**\n\n \n\nSince our inception and as of December 31, 2025, we conducted the\nmajority of our operations in Hong Kong, and we currently do not have any operation in mainland\nChina, and none of our directors or officers are based in mainland China. Accordingly, we are not regulated by any regulatory authorities\nin mainland China. Pursuant to the Basic Law, which is a national law of the PRC and the constitutional document for Hong Kong, national\nlaws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law and applied locally by promulgation\nor local legislation. The Basic Law expressly provides that the national laws of the PRC, which may be listed in Annex III of the Basic\nLaw, shall be confined to those relating to defense and foreign affairs as well as other matters outside the autonomy of Hong Kong. While\nthe National People’s Congress of the PRC has the power to amend the Basic Law, the Basic Law also expressly provides that no amendment\nto the Basic Law shall contravene the basic policies of the PRC regarding Hong Kong. As a result, national laws of the PRC not listed\nin Annex III of the Basic Law do not apply to Hong Kong-based businesses.\n\n \n\nHowever,\nthe laws and regulations in the PRC continue to evolve, and their enactment timetable, interpretation, and implementation involve significant\nuncertainties. As we have operations in Hong Kong through our wholly-owned subsidiary, a special administrative region of China,\nthere is no guarantee that certain existing or future laws of the PRC will not become applicable to a company such as us. Given the PRC\ngovernment’s significant oversight over the conduct of business operations in mainland China and in Hong Kong, and in light of\n(a) China’s recent extension of authority not only in mainland China but into Hong Kong and (b) the fact that rules and regulations\nin China is still evolving quickly, there are risks and uncertainties that we cannot foresee at this time. For example, (i) the government\nof Hong Kong may (x) enact similar laws and regulations to those in mainland China, which may seek to exert control over business combinations\nconducted by Hong Kong-based subsidiaries or their parent companies or (y) implement laws on such business activities to be more aligned\nwith mainland China and (ii) certain PRC laws and regulations may become applicable in Hong Kong in the future. To the extent that any\nPRC laws and regulations become applicable to our subsidiary in Hong Kong, we may be subject to the risks and uncertainties associated\nwith the evolving laws and regulations of the PRC, their interpretation and implementation, and the legal and regulatory system in the\nPRC more generally. If certain PRC laws and regulations, including existing laws and regulations and those enacted or promulgated in\nthe future, were to become applicable to companies such as our subsidiary in Hong Kong in the future, the application of such laws and\nregulations may have a material adverse impact on our business, financial condition, results of operations, prospects, and our ability\nto offer securities to investors, any of which may, in turn, cause the value of our securities to significantly decline or become worthless.\n\n \n\n32\n\n \n\n \n\nRelevant\norganizations of the PRC government have made recent statements or recently taken regulatory actions related to data security, anti-monopoly,\nand overseas listings of mainland China businesses. For example, in addition to the PRC Data Security Law and the Measures for Cybersecurity\nReview issued by the Cyberspace Administration of China (“CAC”) that became effective on February 15, 2022 (the “Cybersecurity\nReview Measures”), relevant PRC government agencies have recently taken anti-trust enforcement action against certain mainland\nChina-based businesses. Our management understands that such enforcement action was taken pursuant to the PRC Anti-Monopoly Law that\napplies to monopolistic activities in domestic economic activities in mainland China and monopolistic activities outside mainland China\nthat eliminate or restrict market competition in mainland China. In light of such developments, the SEC has imposed enhanced disclosure\nrequirements on China-based companies seeking to register securities with the SEC.\n\n \n\nWhile\nwe currently do not have any operations in mainland China, there is no guarantee that the recent statements or regulatory actions by\nthe relevant organizations of the PRC government, including statements relating to the PRC Data Security Law, the PRC Personal Information\nProtection Law, and the anti-monopoly enforcement actions will continue not to apply to us. Should such statements or regulatory actions\napply to companies like us in the future, it could have a material adverse impact on our business, financial condition, results of operations,\nprospects, our ability to accept foreign investments, and our ability to offer or continue to offer securities to investors on a U.S.\nor other international securities exchange, any of which may, in turn, cause the value of our securities to significantly decline or\nbecome worthless. We cannot predict the extent of such impact if such events were to occur.\n\n \n\nWe\nmay also become subject to the laws and regulations of the PRC to the extent that we commence business and customer facing operations\nin mainland China as a result of any future partnership, acquisition, expansion, or organic growth.\n\n \n\n**The\nrecent state government interference into business activities of U.S. listed Chinese companies may negatively impact our existing and\nfuture operations in Hong Kong.**\n\n \n\nRecently,\nthe Chinese government announced that it would step up supervision of Chinese firms listed offshore. Under the new measures, China will\nimprove regulation of cross-border data flows and security, crack down on illegal activity in the securities market and punish fraudulent\nsecurities issuance, market manipulation and insider trading. China will also check sources of funding for securities investment and\ncontrol leverage ratios. The CAC has also opened a cyber-security probe into several U.S.-listed tech giants focusing on anti-monopoly,\nfinancial technology regulation and more recently, with the passage of the Data Security Law, how companies collect, store, process and\ntransfer data. If our subsidiary in Hong Kong is subject to such a probe or if it is required to comply with stepped-up supervisory requirements,\nwe may have to expend valuable management time and money in complying and/or responding to the probe and requirements, thus diverting\nvaluable resources and attention away from our operations. This may, in turn, negatively impact our operations.\n\n \n\nWe\nare not a Chinese operating company but a Cayman Islands holding company. We have operations mainly conducted by our subsidiary incorporated\nin Hong Kong. Because of this, there is always a risk that the Chinese government may, in the future, seek to affect operations of any\ncompany with any level of operations in China including our ability to offer securities to investors, list our securities on a U.S. or\nother foreign exchange, conduct our business or accept foreign investment. In light of China’s recent extension of authority not\nonly in China but into Hong Kong, there are risks and uncertainties that neither we nor cannot presently foresee, and rules and regulations\nin China can change quickly. The Chinese government may exert more control over offerings conducted overseas and/or foreign investment\nin issuers like us.\n\n \n\nIf\nany or all of the foregoing were to occur, this could lead to a material change in our Hong Kong subsidiary’s operations and/or\nthe value of our securities and/or significantly limit or completely hinder our ability to offer or continue to offer securities to investors\nand cause the value of such securities to significantly decline or be worthless.\n\n \n\n**Interpretation\nof PRC laws and their implementation of National Security Law in Hong Kong involve uncertainty.**\n\n \n\nThe\nPRC’s legal system is based on written statutes, and prior court decisions can only be used as a reference. Since 1979, the PRC’s\ngovernment has promulgated laws and regulations in relation to economic matters such as foreign investment, corporate organization and\ngovernance, commerce, taxation and trade, with a view to developing a comprehensive system of commercial law, including laws relating\nto property ownership and development. However, because these laws and regulations have not been fully developed, and because of the\nlimited volume of published cases and the non-binding nature of prior court decisions, interpretation of the PRC’s laws and regulations\ninvolves a degree of uncertainty. Some of these laws may be constantly changed.\n\n \n\n33\n\n \n\n \n\nOn\nJune 30, 2020, China’s top legislature unanimously passed a new National Security Law for Hong Kong that was enacted on the same\nday. Similar to the PRC’s laws and regulations, the interpretation of National Security Law involves a degree of uncertainty.\n\n \n\nWe\nmay receive less favorable interpretations of laws and regulations. Changes in laws or regulations, or changes in the interpretation\nof laws or regulations by any regulatory authority may require us to change the manner in which we conduct some aspects of our business.\nIn addition, any related investigation, claims and litigation may result in substantial costs and a diversion of resources and management\nattention, reducing the growth prospects of our business, and adversely affecting our financial condition and future cash flows.\n\n \n\n**Our\nsecurities may be prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, or the HFCAA, if\nthe PCAOB is unable to inspect or investigate completely auditors located in China. The delisting of our securities, or the threat of\ntheir being delisted, may materially and adversely affect the value of your investment.**\n\n \n\nPursuant\nto the HFCAA, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been\nsubject to inspections by the PCAOB for two consecutive years, the SEC will prohibit our securities from being traded on a national securities\nexchange or in the over-the-counter trading market in the United States.\n\n \n\nOn\nDecember 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate\ncompletely registered public accounting firms headquartered in mainland China and Hong Kong. On December 15, 2022, the PCAOB removed\nmainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public\naccounting firms.\n\n \n\nOur auditor, Enrome LLP, or Enrome, the independent registered public accounting firm that issues the audit report\nincluded elsewhere in this Report, as an auditor of companies that are traded publicly in the United States and a firm registered with\nthe PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with\nthe applicable professional standards. Enrome is headquartered in Singapore, and the PCAOB performed an onsite inspection in April 2025;\nhowever, Enrome is still awaiting the results of the inspection as of the date of this Report. The PCAOB is expected to continue\nto demand complete access to inspections and investigations against accounting firms headquartered in mainland China and Hong Kong in\nthe future and states that it has already made plans to resume regular inspections in early 2023 and beyond. For this reason, we do not\nexpect to be identified as a Commission-Identified Issuer under the HFCAA following our filing of this Report for the fiscal year ended\nDecember 31, 2025. Each\nyear, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other\njurisdictions. If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting\nfirms in mainland China and Hong Kong and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report\non our financial statements filed with the SEC, we would be identified as a Commission-Identified Issuer following the filing of the\nannual report on Form 20-F for the relevant fiscal year. In accordance with the HFCAA, our securities would be prohibited from being\ntraded on a national securities exchange or in the over-the-counter trading market in the United States if we are identified as a Commission-Identified\nIssuer for two consecutive years in the future. If our securities are prohibited from trading in the United States, there is no certainty\nthat we will be able to list our securities on a non-U.S. exchange or that a market for our securities will develop outside of the United\nStates. A prohibition of being able to trade in the United States would substantially impair your ability to sell or purchase our securities\nwhen you wish to do so, and the risk and uncertainty associated with delisting would have a negative impact on the price of our securities.\nAlso, such a prohibition would significantly affect our ability to raise capital on terms acceptable to us, or at all, which would have\na material adverse impact on our business, financial condition, and prospects.\n\n \n\n**The\nPRC government may issue further restrictive measures in the future that could adversely affect our business and prospects.**\n\n \n\nWe\ncannot assure you that the PRC’s government will not issue further restrictive measures in the future. To the extent that we commence\nbusiness and operation in mainland China as a result of any future partnership, acquisition, expansion, or organic growth. the PRC government’s\nrestrictive regulations and measures could increase our existing and future operating costs in adapting to these regulations and measures,\nlimit our access to capital resources or even restrict our existing and future business operations, which could further adversely affect\nour business and prospects.\n\n \n\n34\n\n \n\n \n\n**Our\nHong Kong subsidiary may be subject to a variety of laws and other obligations regarding cyber security and data protection, and any\nfailure to comply with applicable laws and obligations could have a material adverse effect on our business, financial condition and\nresults of operations.**\n\n \n\nOur\nHong Kong subsidiary may be subject to various risks and costs associated with the collection, use, sharing, retention, security, and\ntransfer of confidential and private information, such as personal information and other data. This data ranges wide and relates\nto employees, contractors and other counterparties and third parties. The relevant PRC laws apply not only to third-party transactions,\nbut also to transfers of information between our Hong Kong subsidiary and other parties with which they have commercial relations.\n\n \n\nThe\nPRC regulatory and enforcement regime with regard to privacy and data security is still evolving. The PRC Cyber Security Law, which was\npromulgated on November 7, 2016 and became effective on June 1, 2017, provides that personal information and important data collected\nand generated by operators of critical information infrastructure in the course of their operations in the PRC should be stored in the\nPRC, and the law imposes heightened regulation and additional security obligations on operators of critical information infrastructure.\nAccording to the Cyber Security Review Measures promulgated by the CAC and certain other PRC regulatory authorities in April 2020, which\nbecame effective in June 2020, operators of critical information infrastructure must pass a cyber-security review when purchasing network\nproducts and services that do or may affect national security. If they provide or are deemed to provide such network products and services\nto critical information infrastructure operators, or they are deemed to be a critical information infrastructure operator, they would\nbe required to follow cyber security review procedures.\n\n \n\nOn\nJune 10, 2021, the Standing Committee of the National People’s Congress of China promulgated the Data Security Law which took effect\nin September 2021. The Data Security Law provides for data security and privacy obligations of entities and individuals carrying out\ndata activities, prohibits entities and individuals in China from providing any foreign judicial or law enforcement authority with any\ndata stored in China without approval from the competent PRC authority, and sets forth the legal liabilities of entities and individuals\nfound to be in violation of their data protection obligations, including rectification order, warning, fines of up to RMB10 million,\nsuspension of relevant business, and revocation of business permits or licenses.\n\n \n\nOn\nAugust 20, 2021, the Standing Committee of the National People’s Congress adopted the Personal Information Protection Law, which\nbecame effective November 1, 2021. The Personal Information Protection Law includes the basic rules for personal information processing,\nthe rules for cross-border provision of personal information, the rights of individuals in personal information processing activities,\nthe obligations of personal information processors, and the legal responsibilities for illegal collection, processing, and use of personal\ninformation.\n\n \n\nIn\naddition, on December 28, 2021, the CAC, the National Development and Reform Commission, and several other administrations jointly issued\nthe revised Measures for Cybersecurity Review (the “Cybersecurity Revised Review Measures”), which became effective and replaced\nthe Cyber Security Review Measures on February 15, 2022. The Cybersecurity Revised Review Measures require any “online platform\noperator” that possesses personal data of more than one million users and intends to list in a foreign country to apply for a cybersecurity\nreview. The PRC National Security Law covers various types of national security, including technology security and information security.\n\n \n\nOur\nHong Kong subsidiary does not collect, process or use personal information of entities or individuals other than what is necessary for\nits business and does not disseminate such information, and does not conduct any data processing activities in mainland China. As our\nplatform geo-blocks IP addresses from mainland China and does not have any business operation within mainland China, we believe that\nwe are not required to obtain clearance from the CAC under the Cybersecurity Revised Review Measures or the Opinions on Strictly Cracking\nDown on Illegal Securities Activities. However, we face uncertainties as to the interpretation or implementation of such regulations\nor rules, and if required, whether such clearance can be timely obtained, or at all.\n\n \n\nCompliance\nwith the PRC Cyber Security Law, the PRC National Security Law, the Data Security Law, the Personal Information Protection Law, and the\nCybersecurity Revised Review Measures, as well as additional laws and regulations that PRC regulatory bodies may enact in the future,\nincluding data security and personal information protection laws, may result in additional expenses to us and subject us to negative\npublicity, which could harm our reputation among users and negatively affect the trading price of our securities in the\nfuture. The PRC Cyber Security Law, the PRC National Security Law and the Data Security Law are still relatively new and subject to interpretation\nby regulators, and as such there are uncertainties with respect to how they will be implemented and interpreted in practice. PRC regulators\nhave been increasingly focused on regulation in the areas of data security and data protection and are enhancing the protection of privacy\nand data security by rulemaking and enforcement actions at central and local levels. We expect that these areas will receive greater\nand continued attention and scrutiny from regulators and the public going forward, which could increase our Hong Kong subsidiary’s\ncompliance costs and subject us to heightened risks and challenges associated with data security and protection. If our Hong Kong subsidiary\nis unable to manage these risks, it could become subject to penalties, including fines, suspension of business, prohibition against new\nuser registration (even for a short period of time) and revocation of required licenses, and our reputation and results of operations\ncould be materially and adversely affected.\n\n \n\n35\n\n \n\n \n\n**Our\nHong Kong subsidiary may be subject to restrictions on paying dividends or making other payments to us, which may restrict their ability\nto satisfy liquidity requirements, fund operations or for other use outside of Hong Kong, conduct business and pay dividends to holders\nof our Ordinary Shares. Dividends payable to our foreign investors and gains from the sale of our securities by\nour foreign investors may become subject to tax by the PRC.**\n\n \n\nWe\nare a holding company incorporated in Cayman Islands. Since\nour inception and as of December 31, 2025, we conducted the majority of our operations in Hong Kong. As a result, we had\ndepended entirely upon our Hong Kong subsidiary’s earnings and cash flow. If we decide in the future to pay dividends, as a\nholding company, our ability to pay dividends and meet other obligations depends upon the receipt of dividends or other payments\nfrom our operating subsidiaries. There are currently no restrictions on transferring funds between our Cayman Islands holding\ncompany and our operating subsidiary in Hong Kong. Apart from the general restrictions in place regarding dividend payments (such as\nhaving sufficient distributable profits), there are currently no limitations on the ability of our Hong Kong subsidiary to pay\ndividends or other distributions to their shareholders. However, we cannot assure you that the oversight of the PRC government will\nnot be extended to companies operating in Hong Kong such as our Hong Kong operating subsidiary. If certain PRC laws and regulations,\nincluding existing laws and regulations and those enacted or promulgated in the future, were to become applicable to our operating\nsubsidiary in Hong Kong, and to the extent our cash or assets in the business is in Hong Kong or a Hong Kong entity, such funds or\nassets may not be available to fund operations or for other use outside of Hong Kong due to interventions in or the imposition of\nrestrictions and limitations by the PRC government on our and our operating subsidiary’ ability to transfer funds or assets.\nAny such restrictions and limitations may adversely affect our ability to finance our cash requirements, service debt or make\ndividends or other distributions to our shareholders and could result in a material adverse change to our business operations, our\nprospects, financial condition, and results of operations, and could cause our securities to significantly decline in value or\nbecome worthless.\n\n \n\n**The\nHong Kong legal system embodies uncertainties that could limit the legal protections available to us.**\n\n \n\nHong\nKong is a Special Administrative Region of the PRC and enjoys a high degree of autonomy under the “one country, two systems”\nprinciple. The Hong Kong Special Administrative Region’s constitutional document, the Basic Law, ensures that the current political\nsituation will remain in effect for 50 years after 1997. Hong Kong has enjoyed the freedom to function in a high degree of autonomy for\nits affairs, including currencies, immigration and custom, independent judiciary system and parliamentary system. However, we are not\nin any position to guarantee the continued implementation of the “one country, two systems” principle and the level of autonomy\nas currently in place at the moment. Any changes in the state of political environment in Hong Kong may materially and adversely affect\nour business and operations. These uncertainties could limit the legal protections available to us, including our ability to enforce\nour agreements with our customers.\n\n \n\n**If\nthe PRC government determines that we are a mainland China-based issuer, the mainland China government would be able to intervene in\nand influence our operations, resulting in material adverse change in our operations and/or the value of our securities.**\n\n** **\n\nSince\nour inception and as of December 31, 2025, we conducted the majority of our operations in Hong Kong. Accordingly, our\nresults of operations, financial condition and prospects are subject to the influence by economic, political, and legal\ndevelopments in China, especially the policies of the mainland China government. The mainland China government has significant\noversight and authority to exert influence on the ability of a mainland China-based company to conduct its business. If the mainland\nChina government determines that we are a mainland China-based issuer or that the mainland China laws and regulations apply in Hong\nKong, it could regulate and may intervene in or influence our operations at any time, which could result in a material adverse\nchange in our operations and/or the value of our securities.\n\n \n\nMoreover,\nthe significant oversight of the mainland China government could also be reflected from the uncertainties arising from the legal system\nin mainland China. The laws and regulations of mainland China can change quickly without sufficient notice in advance, which makes it\ndifficult for us to predict which kinds of laws and regulations will come into effect in the future and how they will affect us. Any\nactions by the mainland China government to exert more oversight and control over offerings that are conducted overseas and/or foreign\ninvestment in mainland China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities\nto investors and cause the value of such securities to significantly decline or become worthless.\n\n \n\n**It\nmay be difficult for overseas shareholders and/or regulators to conduct investigation or collect evidence within China (including Hong\nKong).**\n\n \n\nShareholder\nclaims or regulatory investigation that are common in the United States generally are difficult to pursue as a matter of law or practicality\nin China. For example, in China, there are significant legal and other obstacles to providing information needed for regulatory investigations\nor litigation initiated outside China. Although the authorities in China may establish a regulatory cooperation mechanism with the securities\nregulatory authorities of another country or region to implement cross-border supervision and administration, such cooperation with the\nsecurities regulatory authorities in the United States may not be efficient in the absence of mutual and practical cooperation mechanism.\nFurthermore, according to Article 177 of the PRC Securities Law, which became effective in March 2020, no overseas securities regulator\nis allowed to directly conduct investigation or evidence collection activities within the territory of the PRC, although in August 2022\nthe U.S. Public Company Accounting Oversight Board signed an agreement with Chinese authorities that allows it to inspect and investigate\naudit firms based in China and Hong Kong whose clients trade on U.S. exchanges. While detailed interpretation or implementation of rules\nunder Article 177 have yet to be promulgated, the inability for an overseas securities regulator, such as the Department of Justice,\nthe SEC, and other authorities, to directly conduct investigation or evidence collection activities within China may further increase\ndifficulties faced by you in protecting your interests.\n\n \n\nSince our inception and as of December 31, 2025, we conducted the\nmajority of our operations in Hong Kong. In the event that (i) the mainland China securities laws are extended\nto apply to Hong Kong, (ii) U.S. regulators carry out an investigation of us, and (iii) there is a need to conduct an investigation or\ncollect evidence within the territory of Hong Kong, the U.S. regulators may not be able to carry out such investigation or evidence collection\ndirectly in Hong Kong under the mainland China laws. U.S. regulators may consider cross-border cooperation with securities regulatory\nauthority of mainland China by way of judicial assistance, diplomatic channels or regulatory cooperation mechanism established with the\nsecurities regulatory authority of mainland China.\n\n \n\n36\n\n \n\n \n\n**Risks\nRelated to Our Securities**\n\n \n\n**A\nmarket for our securities may not develop or be sustained, which would adversely affect the liquidity and price of our securities.**\n\n \n\nThe\nprice of our securities may fluctuate significantly due to the market’s reaction to the Business Combination and general market\nand economic conditions. An active trading market for our securities may never develop or, if developed, it may not be sustained. In addition,\nthe price of our securities can vary due to general economic conditions and forecasts, our general business condition and the release\nof our financial reports. Additionally, if our securities become delisted from Nasdaq or if our securities are not listed on Nasdaq, the\nliquidity and price of our securities may be more limited than if we were listed on Nasdaq or another national securities exchange. The\nlack of an active market may impair your ability to sell our securities at the time you wish to sell them or at a price that you consider\nreasonable. An inactive market may also impair our ability to raise capital by selling securities and may impair our ability to acquire\nother businesses or technologies using our shares as consideration, which, in turn, could materially and adversely affect our business.\n\n** **\n\n**The\nmarket price of our securities may be volatile or may decline regardless of our operating performance.**\n\n \n\nThe\nmarket price of our securities may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:\n\n \n\n \n●\nactual or anticipated fluctuations in our revenue and other operating results;\n\n \n \n \n\n \n●\nthe financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;\n\n \n \n \n\n \n●\nactions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;\n\n \n \n \n\n \n●\nannouncements by us or our competitors of significant features, technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;\n\n \n \n \n\n \n●\nprice and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;\n\n \n \n \n\n \n●\nlawsuits threatened or filed against us; and\n\n \n \n \n\n \n●\nother events or factors, including those resulting from war or incidents of terrorism, or responses to these events.\n\n \n\nIn\naddition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market\nprices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate\nto the operating performance of those companies. In the past, shareholders have filed securities class litigation following periods of\nmarket volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources\nand the attention of management from our business, and adversely affect our business.\n\n** **\n\n**Resales\nof a substantial number of our securities in the public market by our existing securityholders could cause the price of our securities\nto fall.**\n\n \n\nResales\nof substantial amounts of our securities in the public market or the perception that these resales could occur, could adversely affect\nthe market price of our securities and could materially impair our ability to raise capital through equity offerings in the future.\n\n** **\n\n**We\nmay not be able to maintain the listing of our securities on Nasdaq.**\n\n \n\nThere\ncan be no assurance that we will be able to maintain the listing standards of that exchange, which includes requirements that we maintain\nour shareholders’ equity, total value of shares held by unaffiliated stockholders, and market capitalization above certain specified\nlevels. If we fail to conform to the Nasdaq listing requirements on an ongoing basis, our securities might cease to trade on Nasdaq, and\nmay move to the OTCQB or OTC Pink Markets operated by OTC Markets Group, Inc. These quotation services are generally considered to be\nmarkets that are less efficient and that provide less liquidity in the shares than Nasdaq. See “*Item 4. Information On\nthe Company—A. History and Development of the Company*” for our historical non-compliance with the bid price requirement\nof the Nasdaq.\n\n \n\n**We\nwill incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time\nto comply with a public company’s responsibilities and corporate governance practices.**\n\n \n\nAs a\npublic company, we will incur significant legal, accounting and other expenses, which we expect to further increase after we are no longer\nan “emerging growth company.” The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing\nrequirements of Nasdaq, and other applicable securities rules and regulations impose various requirements on public companies. Our management\nand other personnel may not be sufficiently-experienced in managing a public company and will be required to devote a substantial amount\nof time to compliance with these requirements. Moreover, these rules and regulations will increase our legal and financial compliance\ncosts and will make some activities more time-consuming and costly.\n\n \n\nIn the\npast, shareholders of some public companies brought securities class action suits against these companies following periods of instability\nin the market price of these companies’ securities. Our involvement in a class action suit could divert a significant amount of\nour management’s attention and other resources from our business, which could harm our results of operations and require us to incur\nsignificant expenses to defend the suit.\n\n \n\nAny such\nclass action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition,\nif a claim is successfully made against it, we may be required to pay significant damages, which could materially and adversely affect\nour financial condition and results of operations.\n\n \n\n37\n\n \n\n \n\n**If\nwe fail to implement and maintain an effective system of internal controls, we may be unable to accurately report our results of operations,\nmeet our reporting obligations, or prevent fraud, and investor confidence and the market price of our securities may be\nmaterially and adversely affected**\n\n** **\n\nIn\npreparing our consolidated financial statements, several material weaknesses in our internal control over financial reporting, as defined\nin the standards established by the PCAOB, were identified. The material weaknesses identified included (i) a lack of sufficient skilled\nstaff with the SEC reporting knowledge for\nthe purpose of financial reporting as well as a lack of formal procedures manual to ensure proper financial reporting\nin accordance with SEC reporting requirements; and (ii) a lack of internal audit function to establish formal risk assessment\nprocess and internal control framework. To remedy the identified material weaknesses, we have adopted and will adopt further measures\nto improve our internal control over financial reporting. We have implemented, and plans to continue to develop, a full set of financial reporting procedures as well as related internal control policies, including implementing a comprehensive\naccounting manual to guide the day-to-day accounting operation and reporting work control in place. We have recruited staff with knowledge\nof SEC regulations in our finance and accounting department. We have also supplemented and enhanced internal training and\ndevelopment programs for financial reporting personnel as well as appointing independent directors, establishing an audit committee,\nand strengthening corporate governance. Additionally, when entering into complex transactions, we will utilize a third-party consultant\nfor accounting services as additional resources. However, we cannot assure you that these measures may fully address the material weaknesses\nand deficiencies in our internal control over financial reporting or that we may conclude that they have been fully remediated.\n\n \n\nWe\nare subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act (“Section 404”) requires that we include\na report from management on the effectiveness of our internal control over financial reporting in our annual report on Form 20-F beginning\nwith our annual report in our second annual report on Form 20-F after becoming a public company. In addition, once we cease to be an\n“emerging growth company,” as defined in the JOBS Act, our independent registered public accounting firm must attest to and\nreport on the effectiveness of our internal control over financial reporting. Moreover, even if our management concludes that our internal\ncontrol over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent\ntesting, may issue an adverse opinion on the effectiveness of internal control over financial reporting if it is not satisfied with our\ninternal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant\nrequirements differently from us. In addition, since we have become a public company, our reporting obligations may place a significant\nstrain on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete\nour evaluation testing and any required remediation.\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\nother weaknesses and deficiencies in our internal control over financial reporting. If we fail to maintain the adequacy of our internal\ncontrol over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude\non an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. If we fail to achieve\nand maintain an effective internal control environment, it could result in material misstatements in our financial statements and could\nalso impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis.\nAs a result, our businesses, financial condition, results of operations and prospects, as well as the trading price of our securities, may be materially and adversely affected. Additionally, ineffective internal control over financial reporting could expose us\nto an increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we\nlist, regulatory investigations, and civil or criminal sanctions. We may also be required to restate our consolidated financial statements\nfrom prior periods.\n\n \n\n38\n\n \n\n \n\n**The\nWarrants will increase the number of shares eligible for future resale in the public market and result\nin dilution to our shareholders.**\n\n \n\nOur\nWarrants are exercisable commencing June 8, 2025 and terminating on May 8, 2030, being five years after the completion of the Business\nCombination. After giving effect to our recent share consolidation effective on August 20, 2025, each Warrant entitles the holder thereof to\npurchase one Class A Ordinary Share at a price of $2,300.0 per whole share. The Warrants may be exercised only for a whole number of\nClass A Ordinary Shares. Notwithstanding the foregoing, we shall not be obligated to issue any Class A Ordinary Shares pursuant to the\nexercise of Warrants and shall have no obligation to settle such exercise unless a registration statement under the Securities Act with\nrespect to Class A Ordinary Shares underlying the Warrants is then effective and a prospectus relating thereto is current. To the extent\nsuch Warrants are exercised, additional Class A Ordinary Shares will be issued, which will result in dilution to the then-existing holders\nof Class A Ordinary Shares and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of\nsuch shares in the public market could adversely affect the market price of our securities. The exclusive forum provision in\nthe Existing Warrant Agreement and the Assignment, Assumption and Amendment Agreement can also result in increased costs to investors\nto bring a claim.\n\n \n\n**We\nagree that any action, proceeding or claim against us arising out of or relating in any way to Existing Warrant Agreement and Assignment,\nAssumption and Amendment Agreement will be brought and enforced in the courts of the State of New York or the United States District\nCourt for the Southern District of New York, and that we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive\nforum for any such action, proceeding or claim. This exclusive forum provision could limit Warrant holders’ ability to obtain what\nthey believe to be a favorable judicial forum for disputes.**\n\n \n\nThe\nExisting Warrant Agreement and the Assignment, Assumption and Amendment Agreement (collectively, the “Warrant Agreements”)\nprovide that any action, proceeding or claim against us arising out of or relating in any way to such agreement will be brought and enforced\nin the courts of the State of New York or the United States District Court for the Southern District of New York, which will be the exclusive\nforum for any such action, proceeding or claim. This provision will apply to claims under the Securities Act, but as discussed below,\nwill not apply to claims under the Exchange Act.\n\n \n\nSection\n27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the\nExchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision in the Warrant Agreements will not apply\nto suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive\njurisdiction. Accordingly, the exclusive forum provision does not designate the courts of the State of New York as the exclusive forum\nfor any derivative action arising under the Exchange Act, as there is exclusive federal jurisdiction in that instance.\n\n \n\nSection\n22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability\ncreated by the Securities Act or the rules and regulations thereunder. As a result, the enforceability of the exclusive forum provision\nin the Warrant Agreements is uncertain, and a court may determine that such provision will not apply to suits brought to enforce any\nduty or liability created by the Securities Act or any other claim for which the federal and state courts have concurrent jurisdiction.\nFurther, compliance with the federal securities laws and the rules and regulations thereunder cannot be waived by investors in our securities.\n\n \n\nThe\nexclusive forum provision in the Warrant Agreements may limit a shareholder’s ability to bring a claim in a judicial forum that\nit finds favorable for disputes related to the Warrant Agreements, which may discourage such lawsuits against us and our directors or\nofficers. Alternatively, if a court were to find this exclusive forum provision inapplicable to, or unenforceable in respect of, one\nor more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other\njurisdictions, which could adversely affect our business, financial condition and results of operations and result in a diversion of\nthe time and resources of our management and board of directors.\n\n \n\n**The\nWarrants may not be in the money, and they may expire worthless.**\n\n \n\nThe\nexercise price for the Warrants is currently $2,300.00 per share (subject to adjustment as described herein), which significantly\nexceeds the trading price of our Class A Ordinary Shares. The likelihood that Warrant\nholders will exercise the warrants and any cash\nproceeds that we would receive is dependent upon the market price of our Class A Ordinary Shares. As the market price for our Class\nA Ordinary Shares is currently less than the exercise price for the Warrants, we believe Warrant\nholders will be unlikely to exercise their warrants.\n\n \n\n39\n\n \n\n \n\n**We\nmay redeem your unexpired Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your Warrants worthless.**\n\n \n\nWe\nmay redeem the outstanding Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per\nWarrant, provided that the last sales price of the Class A Ordinary Shares reported has been at least $16.00 per share (subject to adjustment\nin compliance with Section 4 in the Existing Warrant Agreement, as amended), on each of twenty (20) trading days within the thirty (30)\ntrading-day period ending on the third trading day prior to the date on which notice of the redemption is given and provided that there\nis an effective registration statement covering the Class A Ordinary Shares issuable upon exercise of the Warrants, and a current prospectus\nrelating thereto, available throughout the 30-day Redemption Period (as defined in in the Existing Warrant Agreement, as amended) or\nwe have elected to require the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1 under the Existing\nWarrant Agreement, as amended; provided, however, that if and when the Warrants become redeemable by us, we may not exercise such redemption\nright if the issuance of Class A Ordinary Shares upon exercise of the Warrants is not exempt from registration or qualification under\napplicable state blue sky laws or we are unable to effect such registration or qualification.\n\n \n\nThe\nvalue received upon exercise of the warrants (i) may be less than the value the holders would have received if they had exercised their\nwarrants at a later time where the underlying share price is higher, and (ii) may not compensate the holders for the value of the warrants,\nbecause, including among others, the number of Class A Ordinary Shares to be received is one Class A Ordinary Share per warrant (subject\nto adjustment), irrespective of the remaining life of the warrants. If and when the Warrants become redeemable, we may exercise such\nredemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities\nlaws. Redemption of the outstanding Warrants as described above could force you to (i) exercise your warrants and pay the exercise price\nat a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise\nwish to hold your warrants, or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption,\nis expected to be substantially less than the market value of the Warrants.\n\n \n\n**We\nwill have broad discretion over the use of the net proceeds from the Warrant holders’ exercise of Warrants for cash, if any, and you\nmay not agree with how we use the proceeds and the proceeds may not be invested successfully.**\n\n \n\nWe\nwill have broad discretion as to the use of the net proceeds from the Warrant holders’ exercise of warrants for cash, if any, and we could use such proceeds for purposes other than those contemplated at the time of commencement\nof this offering. Accordingly, you will be relying on the judgment of our management team with regard to the use of those net proceeds,\nand you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately.\nIt is possible that, pending their use, we may invest those net proceeds in a way that does not yield a favorable, or any, return for\nus. The failure of our management team to use such funds effectively could have a material adverse effect on our business, financial\ncondition, operating results and cash flows.\n\n \n\n**We\nmay or may not pay cash dividends in the foreseeable future.**\n\n** **\n\nAny\ndecision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among\nother things, applicable law, regulations, restrictions, our results of operations, financial condition, cash requirements, contractual\nrestrictions, the future projects, and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends\ndepends significantly on the extent to which we receive dividends from our subsidiaries and there can be no assurance that our subsidiaries\nwill pay dividends. As a result, capital appreciation, if any, of our securities will be an investor’s sole source\nof gain for the foreseeable future.\n\n \n\n40\n\n \n\n \n\n**If\nsecurities or industry analysts publish reports that are interpreted negatively by the investment community or publish negative research\nreports about our business, our share price and trading volume could decline.**\n\n \n\nThe\ntrading market for our securities depends, to some extent, on the research and reports that securities or industry analysts\npublish about us or our business. We do not have any control over these analysts or the information contained in their reports. If one\nor more analysts publish research reports that are interpreted negatively by the investment community, or have a negative tone regarding\nour business, financial condition or results of operations, industry or end-markets, the price of our securities could\ndecline. In addition, if a majority of these analysts cease coverage of our company or fail to regularly publish reports on us, we could\nlose visibility in the financial markets, which could cause our share price or trading volume to decline.\n\n \n\n**The\nissuance of additional securities in connection with future financings, acquisitions, investments, equity incentive plans, or\notherwise will dilute all other securityholders.**\n\n \n\nWe\nexpect to issue additional securities in the future that will result in dilution to all other securityholders. As part of our business\nstrategy, we may acquire or make investments in companies, solutions or technologies and issue equity securities to pay for any such\nacquisition or investment. Any such issuances of additional securities may cause securityholders to experience significant dilution of\ntheir ownership interests and the value of our securities to decline.\n\n \n\n**We\nare an “emerging growth company,” and it cannot be certain if the reduced SEC reporting requirements applicable to emerging\ngrowth companies will make our securities less attractive to investors, which could have a material adverse effect on us,\nincluding its growth prospects.**\n\n \n\nWe\nare an “emerging growth company” as defined in the JOBS Act. We will remain an “emerging growth company” until\nthe earliest to occur of (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of the Business Combination,\n(b) in which we have total annual gross revenue of at least US$1.235 billion, or (c) in which we are deemed to be a large accelerated\nfiler, which means the market value of our shares held by non-affiliates exceeds US$700 million as of the last business\nday of our prior second fiscal quarter, and (ii) the date on which we issued more than US$1.0 billion in non-convertible debt during\nthe prior three-year period. We intend to take advantage of exemptions from various reporting requirements that are applicable to most\nother public companies, whether or not they are classified as “emerging growth companies,” including, but not limited to,\nan exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that our independent registered public accounting\nfirm provide an attestation report on the effectiveness of its internal control over financial reporting and reduced disclosure obligations\nregarding executive compensation.\n\n \n\nIn\naddition, Section 102(b)(1) of the JOBS Act exempts “emerging growth companies” from being required to comply with new or\nrevised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement\ndeclared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised\nfinancial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply\nwith the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not\nto opt out of such extended transition period, which means that when a standard is issued or revised and it has different application\ndates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies\nadopt the new or revised standard. This may make comparison of our financial statements with certain other public companies difficult\nor impossible because of the potential differences in accounting standards used.\n\n \n\n41\n\n \n\n \n\nFurthermore,\neven after we no longer qualify as an “emerging growth company,” as long as we continue to qualify as a foreign private issuer\nunder the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies,\nincluding, but not limited to, the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in\nrespect of a security registered under the Exchange Act; the sections of the Exchange Act requiring insiders to file public reports of\ntheir stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and the\nrules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other\nspecified information, or current reports on Form 8-K, upon the occurrence of specified significant events. In addition, we will not\nbe required to file annual reports and financial statements with the SEC as promptly as U.S. domestic companies whose securities are\nregistered under the Exchange Act, and are not required to comply with Regulation FD, which restricts the selective disclosure of material\ninformation.\n\n \n\nAs\na result, our securityholders may not have access to certain information they deem important. We cannot predict if investors will find our\nsecurities less attractive because we have relied on these exemptions. If some investors find our securities less\nattractive as a result, there may be a less active trading market, and price for our securities may be more volatile.\n\n \n\n**As\na “foreign private issuer” under the rules and regulations of the SEC, we are permitted to file less or different information\nwith the SEC than a company incorporated in the United States or otherwise subject to these rules and is permitted to follow certain\nhome-country corporate governance practices in lieu of certain Nasdaq requirements applicable to U.S. issuers.**\n\n \n\nWe\nare considered a “foreign private issuer” under the Exchange Act and is therefore exempt from certain rules under the Exchange\nAct, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations for U.S. and other\nissuers. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or within the same\ntime frames as U.S. companies with securities registered under the Exchange Act, although we may elect to file certain periodic reports\nand financial statements with the SEC on a voluntary basis on the forms used by U.S. domestic issuers. We are not required to comply\nwith Regulation FD, which imposes restrictions on the selective disclosure of material information to shareholders. In addition, (i) our officers and directors are exempt\nfrom the short-swing profit recovery provisions of Section 16 of the Exchange Act, and (ii) our principal shareholders are exempt from\nthe reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our securities.\n\n \n\nIn\naddition, as a “foreign private issuer,” we are permitted to follow certain home-country corporate governance practices in\nlieu of certain Nasdaq requirements. A foreign private issuer must disclose in its annual reports filed with the SEC each Nasdaq requirement\nwith which it does not comply followed by a description of its applicable home country practice. We currently intend to follow some,\nbut not all, of the corporate governance requirements of Nasdaq. With respect to the corporate governance requirements that we do follow,\nwe cannot give any assurances that we will continue to follow such corporate governance requirements in the future, and may therefore\nin the future, rely on available Nasdaq exemptions that would allow us to follow our home country practice. Unlike the requirements of\nNasdaq, we are not required, under the statutory requirements in the Cayman Islands, to have its board consist of a majority of independent\ndirectors, nor are we required to have a compensation committee or a nominating or corporate governance committee consisting entirely\nof independent directors, or have regularly scheduled executive sessions with only independent directors each year. Such Cayman Islands\nhome country practices may afford less protection to holders of our securities.\n\n \n\nWe\nwould lose our status as a “foreign private issuer” under current SEC rules and regulations if more than 50% of our\noutstanding voting securities becomes directly or indirectly held of record by U.S. holders and one of the following is true: (i)\nthe majority of our directors or executive officers are U.S. citizens or residents; (ii) more than 50% of our assets are located in\nthe United States; or (iii) our business is administered principally in the United States. If we lose our status as a foreign\nprivate issuer in the future, we will no longer be exempt from the rules described above and, among other things, will be required\nto file periodic reports and annual and quarterly financial statements as if we were a company incorporated in the United States. If\nthis were to happen, we would likely incur substantial costs in fulfilling these additional regulatory requirements and members of\nour management would likely have to divert time and resources from other responsibilities to ensure these additional regulatory\nrequirements are fulfilled.\n\n \n\n42\n\n \n\n \n\n**The\ndual-class structure of our Ordinary Shares may have the effect of concentrating voting control, which may not be aligned with the interests\nof our other shareholders.**\n\n \n\nWe\nhave a dual-class voting structure consisting of our Class A and Class B Ordinary Shares. Under this structure, holders of our Class\nA Ordinary Shares are entitled to one (1) vote per share, and holders of our Class B Ordinary Shares are entitled to twenty (20) votes per\nshare, which may cause the holders of our Class B Ordinary Shares to have an unbalanced, higher concentration of voting power. As of\nthe date of this Report, Mr. Chun Yen “Dereck” Lim, our Chairman of Board of Directors, and Mr. Jing Tuang\n“Zelt” Kueh, our director and chief executive officer, beneficially owns 2,371,870 and\n1,313,237 Class B Ordinary Shares, representing approximately 32.4% and 18.0% of the voting rights in our company, respectively. Mr.\nLim and/or Mr. Kueh can have substantial influence over our business, including decisions regarding mergers, consolidations, and the\nsale of all or substantially all of its assets, election of directors, and other significant corporate actions. Our principal\nshareholders may take actions that are not in the best interests of our company or our other shareholders. These corporate actions\nmay be taken even if they are opposed by our other shareholders. Further, such concentration of voting power may discourage,\nprevent, or delay the consummation of transactions that shareholders may consider favorable, including ones in which shareholders\nmight otherwise receive a premium for their shares. Future issuances of our Class B Ordinary Shares may also be dilutive to the\nholders of our Class A Ordinary Shares. As a result, the market price of our Class A Ordinary Shares could be adversely\naffected.\n\n \n\n**Our\ndual-class capital structure may render our Class A Ordinary Shares ineligible for inclusion in certain stock market indices, and thus\nadversely affect the trading price and liquidity of our Class A Ordinary Shares.**\n\n \n\nWe\ncannot predict whether our dual-class capital structure will result in a lower or more volatile market price of our securities, adverse publicity, or other adverse consequences. Certain index providers have announced and implemented restrictions on including\ncompanies with multiple-class share structures in certain of their indices. Under the announced policies, our dual-class capital structure\nmight make our Class A Ordinary Shares ineligible for inclusion in any of these indices, and as a result, mutual funds, exchange-traded\nfunds and other investment vehicles that attempt to passively track these indices will not be investing in our Class A Ordinary Shares.\nIt is unclear what effect, if any, these policies will have on the valuations of publicly-traded companies excluded from such indices,\nbut it is possible that they may adversely affect valuations, as compared to similar companies that are included. Due to the dual-class\ncapital structure of our Ordinary Shares, our Class A Ordinary Shares will likely be excluded from certain indices and we cannot assure\nyou that other stock indices will not take similar actions. Given the sustained flow of investment funds into passive strategies that\nseek to track certain indices, exclusion from certain stock indices would likely preclude investment by many of these funds and could\nmake our Class A Ordinary Shares less attractive to other investors. As a result, the market price and liquidity of our securities could be materially and adversely affected.\n\n \n\n**You\nmay face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because\nwe are incorporated under the law of the Cayman Islands, conduct our operations in Hong Kong, and the\nmajority of our directors and executive officers reside outside of the United States.**\n\n \n\nWe\nare an exempted company limited by shares incorporated under the laws of the Cayman Islands. As of the date of this Report, substantially\nall of our assets are located outside of the United States. A majority of our officers and directors reside outside the United States\nand a substantial portion of the assets of those persons are located outside of the United States. As a result, it could be difficult\nor impossible for you to bring an action against us or against these individuals outside of the United States in the event that you believe\nthat your rights have been infringed upon under the applicable securities laws or otherwise. Even if you are successful in bringing an\naction of this kind, the laws of the Cayman Islands and of the Hong Kong could render you unable to enforce a judgment against the relevant\nassets or the assets of the relevant directors and officers.\n\n \n\n43\n\n \n\n \n\nIn\naddition, our corporate affairs are governed by our third amended and restated memorandum and articles of association, as amended,\nthe Companies Act and the common law of the Cayman Islands. We will also be subject to the federal securities laws of the\nUnited States. The rights of investors to take action against the directors, actions by minority shareholders and the fiduciary\nduties of our directors to our shareholders 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 English common law, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The\nrights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are different from what they\nwould be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a\ndifferent body of securities laws as compared to the United States, and certain states, such as Delaware, may have more\nfully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to\ninitiate a shareholder derivative action in a federal court of the United States.\n\n \n\nWe have been advised by our Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (i) to\nrecognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal\nsecurities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities\nagainst us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far\nas the liabilities imposed by those provisions are penal in nature. Although there is no statutory enforcement in the Cayman Islands of\njudgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of\na foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign\ncourt imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are\nmet. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum,\nand must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable\non the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public\npolicy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands\nCourt may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.\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 management, members of the board of directors, or controlling shareholders than they would as public shareholders of a corporation\nincorporated in the United States.\n\n \n\n**There can be no assurance that we will not be treated as a passive foreign investment company, or PFIC, for any taxable\nyear, which could result in adverse U.S. federal income tax consequences to U.S. Holders.**\n\n \n\nIf\nwe are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. holder of our Class A Ordinary\nShares, the U.S. holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements.\nA non-U.S. corporation will generally be a PFIC for U.S. federal income tax purposes if, in any taxable year, either (i) at\nleast 75% of its gross income for such year is passive income (such as interest, dividends, rents and royalties (other than rents\nor royalties derived from the active conduct of a trade or business) and net gains from the disposition of assets giving rise to passive\nincome) or (ii) at least 50% of the value of its assets (generally based on an average of the quarterly values of the assets) during\nsuch year is attributable to assets that produce or are held for the production of passive income.\n\n \n\nBased\non our assets and income, we do not believe that we were a PFIC for our taxable year ended December 31, 2025 and do not expect\nto be a PFIC for the current taxable year or foreseeable future taxable years. However, the facts on which any determination\nof PFIC status are based are not known until the close of each taxable year in question. U.S. Holders should consult their tax advisors\nregarding the application of the PFIC rules to us and the risks of owning equity securities in a company that may be a PFIC. See\n“*Item 10. Additional Information—E. Taxation—U.S. Federal Income Tax Considerations—Passive Foreign Investment\nCompany Status.*”\n\n \n\n**Our\namended and restated memorandum and articles of association contains certain provisions, including anti-takeover provisions that limit\nthe ability of shareholders to take certain actions and could delay or discourage takeover attempts that shareholders may consider favorable.**\n\n \n\nOur\nmemorandum and articles of association, as amended and restated from time to time, contains provisions that could\nhave the effect of rendering more difficult, delaying, or preventing an acquisition that shareholders may consider favorable, including\ntransactions in which shareholders might otherwise receive a premium for their shares. These provisions could also limit the price that\ninvestors might be willing to pay in the future for our securities, and therefore depress the trading price of our securities. These\nprovisions could also make it difficult for shareholders to take certain actions, including electing directors or taking other corporate\nactions, including effecting changes in our management. These provisions, alone or together, could delay or prevent hostile takeovers\nand changes in control or changes in our board of directors or management.\n\n \n\n44"}