{"url_path":"/sec/gibow/10-k/2026/item-4","section_key":"item-4","section_title":"Item 4 INFORMATION ON THE COMPANY**","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":5929,"has_tables":true,"body_markdown":"**ITEM\n4. INFORMATION ON THE COMPANY**\n\n** **\n\n**A.**\n**History\nand Development of the Company**\n\n \n\nGIBO Holdings\nLimited is an exempted company incorporated under the laws of the Cayman Islands. We began our operations through Hong Kong\nDaily Group Supply Chain Limited (“HK Daily” or the “Hong Kong Subsidiary”), a limited liability company\nincorporated under the laws of Hong Kong in December 2017. We subsequently underwent a series of restructuring transactions, which\nprimarily include: (i) in June 2023, Global IBO Group Ltd. (“GIBO”) was incorporated as an offshore holding company in\nthe Cayman Islands; (ii) in September 2023, Global IBO AI Technology Ltd (“GIBO AI”), was established in the Cayman\nIslands as a wholly-owned subsidiary of GIBO; (iii) in November 2023, GIBO International Ltd was incorporated in Samoa as a\nwholly-owned subsidiary GIBO; and (iv) in December 2023, GIBO AI acquired 100% of the equity interests in HK Daily in December\n2023.\n\n \n\nIn September 2023, we launched\n*GIBO.ai,*a unique and integrated AI-driven creative technology platform with extensive functionalities provided to both viewers\nand creators that serves a broad community of young people across Asia to create, publish, share and enjoy AI-powered video content.\n\n \n\nOn\nMay 8, 2025, we consummated the Business Combination pursuant to the Business Combination Agreement. As a result of the Business Combination,\neach of BUJA and GIBO became a subsidiary of GIBO Holdings Limited. BUJA’s shareholders and GIBO’s shareholders received\nour Class A Ordinary Shares, except that certain founders of GIBO received our Class B Ordinary Shares as consideration of the Business\nCombination. Each of our Class A Ordinary Share entitles the holder thereof to one (1) vote on all matters subject to vote at general\nmeetings, while each of our Class B Ordinary Share entitles the holder thereof to twenty (20) votes on all matters subject to vote at\ngeneral meetings. On May 9, 2025, our Class A Ordinary Shares and Warrants commenced trading on the Nasdaq under the symbols “GIBO”\nand “GIBOW,” respectively.\n\n \n\nOn\nAugust 4, 2025, we received a letter from Nasdaq, indicating that we had a closing bid price of $0.10 or less for the last ten\nconsecutive trading days. Accordingly, we were subject to the provisions contemplated under Listing Rule 5810(c)(3)(A)(iii). As\na result, the staff of the Nasdaq has determined to delist our securities from the Nasdaq (the “Delisting Determination”).\nOn August 8, 2025, we submitted a request for a hearing to appeal the Delisting Determination to the Hearings Panel of the Nasdaq (the\n“Panel”), which stayed the suspension of our securities and the filing of the Form 25-NSE pending the Panel’s decision.\nIn order to regain compliance with Nasdaq’s bid price requirement, at an extraordinary general meeting held on August 6, 2025,\nour shareholders approved a two hundred (200)-for-one (1) share consolidation of all of our authorized, issued and unissued ordinary\nshares (the “Share Consolidation”). Following the Share Consolidation, our authorized share capital has been changed to $50,000\ndivided into 250,000,000 shares of par value of US$0.0002 each, comprising of 225,000,000 Class A Ordinary Shares and 25,000,000 Class\nB Ordinary Shares. The Share Consolidation took effect at the opening of trading on August 20, 2025. In connection with the Share Consolidation,\nthe exercise price of each Warrant to purchase one whole Class A Ordinary Share has been adjusted to $2,300.0. On September 18, 2025, we received a notification letter from Nasdaq\n(the “Letter”) stating that we have regained compliance with Listing Rule 5450(a)(1), and that we will remain on a Discretionary\nPanel Monitor, pursuant to Listing Rule 5815(d)(4)(A), for a one-year period from the date of the Letter, to ensure that we proactively\naddress any future potential compliance concerns and demonstrate long-term compliance with Nasdaq’s continued listing requirements.\n\n \n\nOn\nOctober 16, 2025, the Nasdaq approved our request to transfer our Class A Ordinary Shares from the Nasdaq Global Market to the Nasdaq\nCapital Market. The transfer took effect at the opening of business on October 20, 2025, without change to the ticker symbol “GIBO.”\nOur Warrants remain listed on the Nasdaq Capital Market under the symbol “GIBOW.”\n\n \n\nOn January 29, 2026, we\nannounced a significant upgrade to *GIBO Create*, our AI-powered creative production suite available on *GIBO.ai*, designed\nto support large-scale, high-efficiency generation and deployment of short-form films. The upgraded *GIBO Create* integrates automated\nscript structuring, scene composition, dialogue adaptation, visual generation and post-production optimization into a single, end-to-end\nworkflow specifically tailored for short drama and episodic formats, enabling creators, studios and platform partners to produce, localize\nand optimize short-form video content at substantially increased speed and scale.\n\n \n\nIn February and March 2026, we issued an\naggregate of 57,926,752 Class A Ordinary Shares to assignees of certain lenders to whom we were obligated to repay under certain loan\nagreements dated September 11, 2025, in reliance on an exemption under Rule 506(b) of Regulation D.\n\n \n\nOn April 6, 2026, we held an\nextraordinary general meeting and approved an increase in our authorized share to US$10,000,000 divided into 50,000,000,000 shares, par\nvalue US$0.0002 each, comprising (i) 45,000,000,000 Class A Ordinary Shares, par value US$0.0002 each and (ii) 5,000,000,000 Class B\nOrdinary Shares, par value US$0.0002 each.\n\n \n\n45\n\n \n\n \n\nOur\nprincipal executive office is at 3A-1A, Menara Khuan Choo, Jalan Raja Chulan, Bukit Bintang, 50200, Kuala Lumpur, Malaysia. Our registered\noffice is at Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002,\nCayman Islands. Our telephone number is +6019 288 6887. Our website address is *www.globalibo.com*. The information contained on\nthe website does not form a part of, and is not incorporated by reference into this Report. The SEC maintains an Internet site that contains\nreports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The SEC’s\nwebsite is *www.sec.gov*.\n\n \n\n**B.**\n**Business\nOverview**\n\n \n\n****\n\nFounded\nwith an aim to revolutionize content creation and consumption through AI, we have become a unique and integrated AI-powered creative\ntechnology company with extensive functionalities provided to both viewers and creators that serves a broad community of young people\nacross Asia to create, publish, share and enjoy AI-powered video content. In 2025, we launched our short drama projects on *GIBO.ai*\nand had five ongoing projects as of December 31, 2025. As of December 31, 2025, we had approximately 89.0 million registered users, including\napproximately 78,000 content creators, from 15 countries or regions in Asia, namely Indonesia, the Philippines, Vietnam, Thailand,\nMyanmar, Malaysia, South Korea, Japan, Taiwan, Bangladesh, India, Cambodia, Hong Kong, Singapore and Laos. As of the same date, we had\nan average of approximately 34.5 million MAUs on our platform since its launch in September 2023. On our platform, young people create\nAI-powered content, discover the things they love, and interact and engage with one another.\n\n \n\nOur\ntechnology platform powers the *GIBO.ai* website, which enables content creators to automate tasks, create personalized audio and\ngraphics, obtain data-driven insights into the content they created, and explore new ideas through collaboration. *GIBO.ai,*launched\nin September 2023 and equipped with cutting-edge AI-powered technology for the generation and optimization of video content, emphasizes\non the establishment of a sustainable ecosystem that can not only content animation creators on the content creation process but also\nprovide distribution channels for their works to be accessed and monetized by viewers on the platform.\n\n \n\nThe\nAI-generated animation video content on *GIBO.ai*, currently offered substantially in short-form entertainment videos, covers a\nwide variety of themes in animation and short drama. Driven by the big data analytical capabilities, we learn user preferences with respect\nto content tags and personalize feeds accordingly. As of December 31, 2025, we had approximately 196,000 video uploads and approximately\n156.1 billion aggregate video views on our platform. As of the same date, we had enabled over 44.0 million user interactions on our\nplatform, including posts, comments, likes, shares, private messages.\n\n \n\n*GIBO.ai*offers a suite of AI-powered animation content creation tools through *GIBO Create*, our integrated suite of AI-powered content\ncreation tools which enables content creators on our platform to improve their productivity and effortlessly become pros at content production.\n*GIBO Create* is designed to democratize content production, leveraging advanced AIGC technologies to enable creators at all levels\nto bring their imaginative stories to life with unprecedented ease and efficiency. *GIBO Create*encompasses (i) *AI Voice Synthesis\nTool,* (ii) *AI Image Generator*, (iii) *Scriptwriting and Storyboarding Tool*, and (iv) *Audio-Visual Synchronization\nTool*. With the help of these tools, animation content creators can use *GIBO Create*to generate human-like voiceovers with\npremium quality in multiple languages, voices, tones and styles, and unique images in distinctive comic styles that visualize the creators’\nideas.\n\n \n\n46\n\n \n\n \n\nWith\nglobal demand for short-form storytelling continuing to accelerate, in December 2025, we strategically expanded the application of *GIBO\nCreate* to the short-form video and short dramas industry to broaden its exposure to larger and faster-growing segments of the\ndigital entertainment market. We upgraded *GIBO Create* to enable large-scale, high-efficiency short film generation and\ndeployment by optimizing *GIBO Create* for one to three-minute episodic formats and supporting rapid iteration across genres\nsuch as drama, romance, suspense, youth content, and serialized storytelling. The upgrade positioned *GIBO Create* as a\nproduction engine capable of meeting platform-level volume requirements without compromising content consistency or quality. By\nleveraging our underlying AI infrastructure, the upgraded *GIBO Create* can dynamically allocate compute resources based on\nproduction scale, enabling content creators to move from concept to publish-ready content in reduced timelines. We believe that the\nshort drama industry is well-suited for AI-enabled production and data-driven distribution due to its shorter production cycles,\nhigh-frequency user engagement, and scalable mobile distribution model. We expect that leveraging our existing AI infrastructure,\ncontent production capabilities, and analytics systems across the short drama sector will enhance operational scalability, drive\nuser growth, and support revenue diversification over time.\n\n \n\n**Our\nPlatform**\n\n** **\n\nAs\nan integrated AI- powered content production and streaming platform, *GIBO.ai* is in a unique position to provide extensive functionalities\nprovided to both viewers and creators that serves a broad community of young people across Asia to create, publish, share and enjoy AI-powered\nvideo content. *GIBO.ai* provides users a visually engaging and immersive experience which showcases a blend of traditional storytelling\nwith the latest in AI-powered tools, as well as enhanced data analytics capabilities with synergy between viewers and content creators.\n*GIBO.ai* actively engages with its user base for feedbacks and conducts behavior analysis to optimize content-pushing, enabling\ncontent creators to better understand the trends and preference by viewers, and viewers to enjoy more attracting contents that meet their\npreference.\n\n \n\nTo\nempower the creation of short drama with AI technology, we recently upgraded our proprietary AIGC multimodal engine and delivered (i)\nunified multimodal computational architecture, which significantly improved logical alignment between scripts, characters, dialogue,\nand visual scenes while reducing generation drift; (ii) intelligent compute scheduling and inference optimization, which, in large-scale\ncontent production scenarios, substantially improved efficiency while lowering per-unit generation costs; and (iii) structured narrative\ncontrol layer, enabling adjustable parameters such as pacing, emotional curve, tension density, and scene sequencing, which is a particularly\nvaluable feature for short dramas.\n\n \n\nOur\n*GIBO.ai*platform benefits animation content creators and viewers through: (i) a vast library of AI-generated animation video content\nacross various; (ii) cutting-edge AI Voice Synthesis which provides nuanced voiceovers, adding depth and emotion to characters, (iii)\nintuitive user interface allowing for easy navigation, (iv) personalized content discovery, using big data analytical capabilities to\ncategorize and recommend content based on analytics produced by deep learning algorithms; and (v) cross-platform compatibility, offering\na consistent viewing experience on tablets, smartphones, and desktops.\n\n \n\nAs\nof December 31, 2025, we had approximately 89.0 million registered users on our platform, among whom over 78,000 were creators of\nAI-generated animation video content. As of the same date, we had an average of approximately 34.5 million MAUs on our platform\nsince its launch in September 2023. As of December 31, 2025, we had approximately 196,000 video uploads and approximately\n156.1 billion aggregate video views on our platform.\n\n \n\n47\n\n \n\n \n\n**AI-Generated\nAnimation Video Content**\n\n \n\nWe\noffer an extensive library of AI-generated animation video content on our platform, including genres of battle through the heavens, palace,\ntime travel, pirate, pure love, idol, mafia, mythology, cultivation, and advanced martial. Content creators can either use our AI-powered\ncontent creation tools or third-party tools to create and edit short animation videos, with background natural sounding and human-like\nvoice introducing the plot of comics and animation. The animation video content on our platform is currently free to watch.\n\n \n\nWe\nhave built our AIGC service matrix and created an integrated content creation suite through *GIBO Create*, which includes (i) *AI\nVoice Synthesis Tool*, (ii) *AI Image Generator*, (iii) *Scriptwriting and Storyboarding Tool*, and (iv) *Audio-Visual\nSynchronization Tool*. Such combination of AI-powered content creation offerings on one hand enables content creators to enhance their\nvideo production and content creation capabilities and efficiencies, and on the other hand allows us to achieve a user-in-the-loop ecosystem\nwith human-machine interaction.\n\n \n\nLeveraging\nmachine learning, natural language processing and self-reinforcing generative AI algorithms, *GIBO Create* encompasses AI-powered\ncontent creation engine purposefully built upon our proprietary domain-specific AI models without reliance to generic open-source or\nthird-party large language models. *GIBO Create* replies on the de-identified text, image, audio and video data input generated\nby users on *GIBO.ai* as a proprietary, multimodal training data repository to continuously fine-tune the AI models.\n\n \n\n*AI\nVoice Synthesis Tool*\n\n \n\nThe\nAI voice synthesis tool provides nuanced voice output that adds depth and emotion to characters, making them more lifelike and relatable.\nIt offers more than three voice actors and supports English, Chinese and Japanese. It enables AI-generated content to be customized for\ndifferent application scenarios, for example, an AI avatar in a video can use the AI voice synthesis tool as the background voice in\na particular accent or tone that the content creator prefers. Major functions of AI voice synthesis tool include (i) text-to-speech voiceover,\n(ii) voice actors, and (iii) machine translation.\n\n \n\n \n*(i)*\n*Text-to-Speech\nVoiceover*: One of the core functions of the AI voice synthesis tool is the text-to-speech voiceover. By utilizing the text-to-speech\nvoiceover function, the content creators can generate a piece of high quality audio from text content (maximum 100 characters) in\none go in different formats. Our text-to-speech function currently supports English, Chinese and Japanese.\n\n \n\n \n*(ii)*\n*Virtual\nVoice Actors*: Content creators can select virtual voice actors and designate one-to-one voiceover to different characters in\ndifferent languages and tones according to the genre of the video. The virtual voices are developed based on real person voice data.\nContent creators can first try out different virtual voices by listening to the demo and select the voices they like. As of December\n31, 2025, an aggregate of four virtual male and female voice actors were available on the *GIBO.ai* platform.\n\n \n\n \n*(iii)*\n*Machine\nTranslation*: We incorporated machine translation function which supports major languages spoken around the world. Machine\ntranslation function empowers content creators to overcome language barriers and expand users’ reach with the click of a\nbutton to seamlessly translate their text into 28 different languages, including English, Chinese, Japanese, Korean, Hindi, Spanish\nand French.\n\n \n\n*AI\nImage Generator*\n\n \n\nThe\nAI image generator tool provided by *GIBO Create* complements its audio-generation function and generates visual art from written\nscript within seconds. It is capable of creating detailed scenes and characters in different animation styles to provide a visual dimension\nto the comics. AI-powered image generator is capable of intelligently parsing a story, identifying key scenes and transitions, and converting\nthese moments into vivid, contextually-rich images. It comprehends various storytelling elements, such as plot development, character\ninteractions, and scene settings, allowing for a nuanced and accurate translation of text to visuals. The AI-powered image generator\ncontinuously learns and improves itself, absorbing new story patterns and visual styles each time it generates visualized content and\nreceives feedback from content creators.\n\n \n\n*Scriptwriting\nand Storyboarding Tool*\n\n \n\nThe\nscriptwriting and storyboarding tool can understand narrative structures, character development, and dialogues, specifically catering\nand to the creative needs of writers and artists in the digital storytelling domain. It can elevate basic story concepts into nuanced\nand well-crafted scripts narratives with comprehensive storylines, intricate plot developments, dynamic character arcs, and engaging\ndialogues. Creators beginning with simple ideas or outlines will find the scriptwriting and storyboarding tool to be a powerful tool,\nenriching story development and stimulating sparking creativity.\n\n \n\n48\n\n \n\n \n\n*Audio-Visual\nSynchronization Tools*\n\n \n\nThe\naudio-visual synchronization tools integrate audio and images effortlessly into video content, offering a smooth and efficient workflow\nfor writers and artists. This seamless integration is pivotal in modern content creation, transforming the images, scripts and voice\novers into a combined piece of work that is rich in innovation and imagination. It alleviates the more labor-intensive aspects of narrative\ndevelopment, allowing creators to focus on the artistic and emotional expression of their work only.\n\n \n\n**Short\nDrama**\n\n****\n\n** **\n\nBuilding\non our experience in the AIGC sector, we are strategically expanding into the short-form video and short drama industry as part of\nour broader initiative to diversify our AI-power digital content service and increase exposure to larger and faster-growing segments\nof the global entertainment market.\n\n \n\nWe believe that the short drama industry presents a substantially broader addressable market opportunity due to the rapid growth\nof mobile-first entertainment consumption, increasing demand for short-form storytelling, and the accelerating adoption of AI-assisted\nproduction technologies across digital media platforms. Compared to traditional long-form content production, short drama formats typically\ninvolve shorter production cycles, lower production costs, faster user feedback loops, and more scalable distribution models across streaming\nand social media platforms.\n\n \n\nWe\nbelieve that these characteristics make the short drama sector particularly well-suited for AI-enabled production infrastructure, data-driven\ncontent optimization, and automated localization technologies. By leveraging our existing capabilities in AIGC content generation, data\nanalytics capabilities, and digital platform infrastructure, we are exploring the possibility as a technology and infrastructure provider\nsupporting multiple stages of the short drama value chain, including content creation, production management, streaming optimization,\naudience analytics, monetization, and digital rights management.\n\n \n\nIn\naddition, we believe that expanding into the short drama industry may provide us with opportunities to diversify revenue streams through\ncontent licensing, platform services, advertising technology, creator monetization systems, and AI-powered production tools. Expanding\ninto short-form content infrastructure aligns with evolving industry trends and may strengthen our long-term positioning within the broader\nAI-powered digital entertainment industry.\n\n** **\n\n**Our\nUsers**\n\n \n\nWe\nhave a young and culturally-aspirational registered user base willing to invest in a high-quality entertainment experience. We capture\nthe hearts and minds of our users with superior content and carefully developed AI-powered service offerings. As of December 31, 2025,\nwe had attracted approximately 89.0 million registered users, including 78,000 content creators, from 15 countries or regions in Asia,\nincluding Indonesia, the Philippines, Vietnam, Thailand, Myanmar, Malaysia, South Korea and Japan.\n\n \n\nWe\nhave successfully developed an ecosystem consisting of highly-engaged viewers and talented content creators, forming a virtuous cycle\nfor realizing monetization in the near future. Users’ interactions on our platform revolve around content. The massive amount of\nAI-generated animation video content available on our platform as well as the vibrant interactions among users have contributed to the\nbuilding of our communities. Users from different backgrounds develop strong and positive relationships among themselves, and bond over\ncommon values where each user’s backgrounds and circumstances are appreciated and positively valued.\n\n \n\nThrough\nthe interactive features including following, sharing and liking, users can interact and social with each other on our platform. The\nnotification and communication features on our platform ensure that our users to be well informed and engaged. We utilize the support\nand help center on our platform to provide assistance and resolve user queries. The key features of the support and help center include\n(i) multi-channel support, which includes emails, chatbots, and a knowledge base, (ii) troubleshooting guides and FAQs, which offer self-help\nresources for common issues and questions, and (iii) ticketing system, through which users can submit tickets for more complex technical\nissues, which are tracked and resolved by our special user support personnel.\n\n \n\nWhen\nusers register on our platform, they only need to provide us with the minimum necessary information to complete the registration process,\nincluding email address and password. When users use our platform, we automatically collect, process and store (i) user login data, including\nlogin email addresses and passwords, IP addresses and countries/areas, (ii) user engagement data, including views, likes, shares, forwards\nand replies, (iii) behavioral data, including user attention, heatmaps, time onsite, search histories, repeated actions, task completion,\nand feature usage, (iv) preferential data, including user preferences and satisfaction, and (v) user-generated data, including users’\ninputs of text, image and audio data as well as AI-generated text, image, audio and video data derived from such users’ inputs.\nWe maintain a strict user access control policy and only permit authorized employees to access the data on our platform. Our data servers\non which the data we collect is stored and processed are located in Malaysia. We also work with vendors from Hong Kong and Malaysia to\naccess certain limited data for purposes of marketing and understanding user behaviors.\n\n \n\n49\n\n \n\n \n\n**Our\nMonetization Models**\n\n \n\nWe\nplan to build multi-faceted monetization models that will be seamlessly integrated with our platform and our service offerings, details\nof which are set forth below:\n\n \n\n*Advertising*\n\n \n\nWe\nbelieve our large base of active users and content creators provide advertisers with a highly attractive audience. Our young and dynamic\ncommunity of user base represents a highly sought-after audience for advertisers. Leveraging our ability in utilizing big data analytical\ncapabilities in our feed system to categorize and recommend content based on user data, we are capable of assisting advertisers to effectively\nreach their targeted audience. We plan to offer our advertising services directly or through third-party advertising agencies. We plan\nto automatically show the viewers on our platform pre-roll, mid-roll, skippable or non-skippable ads as appropriate. We will also incentivize\ncontent creators to place sponsor ads in their videos, providing them opportunities to monetize their videos by earning commissions from\nthe ads based on the level of viewer engagement and the number of video views of the video content they produce.\n\n \n\n*Subscription\nand Pay-Per-View*\n\n \n\nWe\nintend to provide our future subscribers with an upgraded streaming experience and premium content and privileges, allowing them to enjoy\nexclusive content, enhanced streaming quality, offline viewing, and early access to popular releases. We may also encourage individual\ncontent creators to offer their own subscriptions and incentivize viewers to support their favorite content creators directly, from which\nwe will monetize through revenue-sharing. Additionally, we may develop differentiated subscription plans and offer distinct value-added\nfeatures. Along with membership subscriptions, we will also launch pay-per-view options for non-subscribing viewers, allowing them to\npay at a per video rate and access certain exclusive premium video content on our platform on an individual, on-demand basis. We also\nplan to offer self-produced animation movies or TV series on our platform, and charge viewers on a per-movie or per-episode basis.\n\n \n\n*IT\nServices*\n\n \n\nLeveraging\nour technological capabilities, particularly our surplus computational resources built upon our AI models and frameworks, we have provided IT services aiming to empower the business growth of enterprise\ncustomers in various industrial verticals, primarily AI and technology companies, while accelerating our own monetization. The\nservice scope of our IT services primarily includes, among other things, (i) platform customization and integration services,\nhelping customers to design, modify and integrate functionalities in their own systems, (ii) data migration and content management\nservices, assisting customers in their large-scale data migration and content liability management, and (iii) enterprise-level data\nsecurity services, providing customers with advanced information security technologies and measures to address data\nconcerns.\n\n \n\n**Regulations**\n\n \n\nWe\nare subject to a number of foreign and domestic laws and regulations that affect companies conducting business online, many of which\nare still evolving and could be interpreted in ways that could harm our business. Concerns regarding AIGC tools may in the future result\nin legislation or other governmental action that could require changes to our platform.\n\n \n\nWe\nare subject to various laws, regulations, and obligations regarding privacy, data protection, and cybersecurity. Some jurisdictions require\ncompanies to notify individuals of data security breaches involving certain types of personal data. We post on our website our privacy\npolicy, terms of use, content creation policy and cookies policy, which explain how we collect, use, disclose, and protect information\nand users’ choices about the collection and use of their information. Any actual or perceived failure by us to comply with our\nposted privacy policy or laws, regulations, or obligations relating to privacy, data protection or cybersecurity could lead to investigations,\ninquiries, and other proceedings by governmental authorities, significant fines, penalties and other liabilities imposed by regulators,\nas well as claims, demands, and litigation by our users, any of which could harm our business, financial condition, and results of operations.\nLaws, regulations, and other actual and asserted obligations relating to privacy, data protection and cybersecurity evolve rapidly and\nare subject to varying interpretations, and we may not be or may not have been compliant with such laws, regulations or obligations,\nand we may face allegations that our activities or practices are not or have not been, compliant with each such law, regulation or other\nobligation. Because our services are accessible from multiple jurisdictions, certain foreign jurisdictions may claim that we are required\nto comply with their laws, regulations, and obligations, including in jurisdictions where we have no local entity, employees or infrastructure.\nWorking to comply with these varying international requirements could cause us to incur additional costs and change our business practices.\n\n \n\n50\n\n \n\n \n\nFurther,\nour reputation and brand may be negatively affected by the actions of our users that are deemed to be hostile, offensive, inappropriate\nor unlawful. Although we maintain content management and review procedures, there can be no assurance that we can identify all the videos\nor other content that may violate relevant laws and regulations due to the large amount of content uploaded by our users every day. Failure\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 such circumstances we may also be subject to liability\nunder applicable law in a way which may not be fully mitigated by our terms of service.\n\n \n\nAs\nwe maintain operations in Hong Kong, we are subject to certain Hong Kong laws and regulations. The Personal Data (Privacy) Ordinance\n(Cap. 486, Laws of Hong Kong) (“PDPO”) imposes a statutory duty on data users to comply with the requirements of the Data\nProtection Principles. The PDPO provides that a data user shall not do an act, or engage in a practice, that contravenes a Data Protection\nPrinciple unless the act or practice, as the case may be, is required or permitted under the PDPO. The six Data Protection Principles\nconcern: (i) purpose and manner of collection of personal data; (ii) accuracy and duration of retention of personal data; (iii) use of\npersonal data; (iv) security of personal data; (v) information to be generally available; and (vi) access to personal data. Non-compliance\nwith a Data Protection Principle may lead to a complaint to the Privacy Commissioner. The Privacy Commissioner for Personal Data may\ncarry out an investigation of the complaint and, if upon completion of an investigation, it is found that the relevant data user is contravening\nor has contravened the PDPO, serve an enforcement notice to direct the data user to take remedial or preventive actions. A data user\nwho contravenes an enforcement notice commits an offense that may lead to a fine and imprisonment. The PDPO criminalizes, including,\nbut not limited to, the misuse or inappropriate use of personal data in direct marketing activities, non-compliance with a data access\nrequest, and the unauthorized disclosure of personal data obtained without the relevant data user’s consent. An individual who\nsuffers damage, including injured feelings, by reason of a contravention of the PDPO in relation to his or her personal data may seek\ncompensation from the data user concerned. As of the date hereof, the Hong Kong subsidiary does not collect, process or use personal\ninformation of entities or individuals other than what is necessary for its business, does not disseminate such information, and does\nnot conduct any data processing activities in the PRC.\n\n \n\nThe\nCompetition Ordinance (Cap. 619, Laws of Hong Kong) prohibits and deters undertakings in all sectors from adopting anticompetitive conduct\nthat has the objective or effect of preventing, restricting or distorting competition in Hong Kong. The Competition Ordinance prohibits\nthree forms of anti-competitive conduct described under the First Conduct Rule, the Second Conduct Rule and the Merger Rule, which are\ncollectively known as the “competition rules”. These prohibited conducts include (i) agreements between undertakings that\nhave the object or effect of preventing, restricting or distorting competition in Hong Kong; (ii) engaging in conduct that has the object\nor effect of preventing, restricting or distorting competition in Hong Kong by undertakings with a substantial degree of market power\nin a market, such as predatory behavior towards competitors or limiting production, markets or technical development to the prejudice\nof consumers; and (iii) mergers that have or are likely to have the effect of substantially lessening competition in Hong Kong. Currently,\nthe scope of application of the merger rule is limited to mergers relating to undertakings directly or indirectly holding carrier licenses\nissued under the Telecommunications Ordinance (Cap. 106). Each of the aforesaid rules is however subject to a number of exclusions and\nexemptions.\n\n \n\nPursuant\nto section 82 of the Competition Ordinance, if the Competition Commission has reasonable cause to believe that (i) a contravention of\nthe first conduct rule has occurred; and (ii) the contravention does not involve serious anti-competitive conduct, it must, before bringing\nproceedings in the Competition Tribunal against the undertaking whose conduct is alleged to constitute the contravention, issue a notice\nto the undertaking. However, under section 67 of the Competition Ordinance, where a contravention of the first conduct rule has occurred\nand the contravention involves serious anti-competitive conduct or a contravention of the second conduct rule has occurred, the Competition\nCommission may, instead of bringing proceedings in the Competition Tribunal in the first instance, issue an infringement notice to the\nperson against whom it proposes to bring proceedings, offering not to bring those proceedings on condition that the person makes a commitment\nto comply with requirements of the infringement notice.\n\n \n\n51\n\n \n\n \n\nIn\nthe event of breaches of the Competition Ordinance, the Competition Tribunal may make orders including: imposing a pecuniary penalty\nif satisfied that an entity has contravened a competition rule; disqualifying a person from acting as a director of a company or taking\npart in the management of a company; prohibiting an entity from making or giving effect to an agreement; modifying or terminating an\nagreement; and requiring the payment of damages to a person who has suffered loss or damage.\n\n \n\nUnder\nthe Inland Revenue Ordinance, where an employer commences to employ in Hong Kong an individual who is or is likely to be chargeable to\ntax, or any married person, the employer shall give a written notice to the Commissioner of Inland Revenue not later than three months\nafter the date of commencement of such employment. Where an employer ceases or is about to cease to employ in Hong Kong an individual\nwho is or is likely to be chargeable to tax, or any married person, the employer shall give a written notice to the Commissioner of Inland\nRevenue not later than one month before such individual ceases to be employed in Hong Kong.\n\n \n\nUnder\nthe current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect to dividends paid by Hong\nKong companies.\n\n** **\n\n**Competition**\n\n \n\nThe\nAI-powered video content production and streaming platform market in Asia is highly competitive a rapidly evolving, with many new companies\njoining the competition in recent years characterized by rapid technological advancement, quality of the services offered, breadth of\ncontent and service offering, reputation and track record and market competition on advertising rates. As a result, our industry is constantly\nchanging platform functions and business models to adopt and optimize new technologies, increase cost efficiency, and adapt the preferences\nof both viewers and creators. We compete for leisure time, attention and discretionary spending of our animation players. Other forms\nof entertainment, such as offline, traditional online, personal computer and console games, television, movies, sports and the internet,\ntogether represent much larger or more well-established markets and may be perceived by our users to offer greater variety, affordability,\ninteractivity and enjoyment.\n\n \n\nWe\nbelieve that we are strategically well-positioned in the industry, and that we compete favorably based on our variety of content and\nservice offerings, brand recognition, deep understanding of the AIGC animation streaming platform industry, advanced technologies, and\nsuperior user experience. For a discussion of risks relating to competition, see “*Item 3. Key Information—D. Risk Factors\n— Risks Related to Our Business and Industry— The markets in which we operate are competitive and, if we do not compete effectively,\nour business, financial condition and results of operations could be harmed*” and “*Item 3. Key Information—D.\nRisk Factors — Risks Related to Our Business and Industry— Our IT services rely on evolving information technologies to maintain\nour competitiveness, and any failure to adapt to technological developments or industry trends could harm our business.*”\n\n \n\n**Intellectual\nProperty**\n\n \n\nWe\nregard our trademarks, copyrights, patents, domain names, know-hows, proprietary technologies, and similar intellectual property as critical\nto our success, and rely on intellectual property laws in Hong Kong, as well as confidentiality procedures and contractual provisions\nwith our employees, contractors and others to protect our proprietary rights. As of December 31, 2025, we owned three patent applications\nin relation to our AI-powered voice synthesis, image generation, and scriptwriting tools, 15 registered trademarks and two registered\ndomain names in Hong Kong.\n\n \n\nOur\ncontinued success depends upon our ability to protect our core technology and intellectual property. We rely on a combination of confidentiality\nclauses, contractual commitments, trade secret protections, copyrights, trademarks, patents, and other legal rights to protect our intellectual\nproperty and know-how. We enter into confidentiality and proprietary rights agreements with our employees, and controls access to and\ndistribution of our proprietary information. For risk that we may face in this respect, see “*Item 3. Key Information—D.\nRisk Factors* — *Risks Related to Our Business and Industry— We have limited ability to protect and defend our intellectual\nproperty rights, and unauthorized parties may infringe upon or misappropriate our intellectual property, which could harm our business\nand competitive position.*”\n\n** **\n\n52\n\n \n\n** **\n\n**Insurance**\n\n \n\nConsistent\nwith common industry practice, we do not currently maintain business liability insurance, business interruption insurance or key-man\ninsurance. See “*Item 3. Key Information—D. Risk Factors — Risks Related to our Business and Industry — We\nmay not have sufficient insurance coverage.”*\n\n \n\n**C.**\n**Organizational\nStructure**\n\n \n\nThe\nfollowing diagram depicts an organizational structure of the Company as of the date of this Report.\n\n \n\n \n\n**D.**\n**Property,\nPlants and Equipment**\n\n \n\nAs\nof the date of this Report, we have relocated our headquarters from Hong Kong to Kuala Lumpur, Malaysia. We lease our office space\nunder an operating lease agreement from an independent third party. As of December 31, 2025, we leased an aggregate of\napproximately 957 square feet of office space, with a lease term lasting for 36 months. We believe that our existing facilities are\ngenerally adequate to meet our current needs, and expect to obtain additional facilities, primarily through leasing, as needed, to\naccommodate our future expansion plans."}