{"url_path":"/sec/hmelf/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":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1853630/0001213900-26-056780-index.html","accession_number":"0001213900-26-056780","cik":"0001853630","ticker":"HMELF","issuer_name":"Hold Me Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1853630/0001213900-26-056780-index.html","primary_entity_key":"0001853630","primary_entity_name":"Hold Me Ltd"},"word_count":3025,"has_tables":true,"body_markdown":"**ITEM 4. INFORMATION ON THE COMPANY**\n\n \n\n*A.*\n*HISTORY AND DEVELOPMENT\nOF THE COMPANY*\n\n \n\nWe were originally incorporated under the name\nof P.M.E SAL Technologies Ltd. under the laws of the State of Israel on January 29, 2007. In September 2008, we changed our name to Hold\nMe Ltd. by filing a Certificate of Amendment with the Registrar of Companies in Israel to effect a name change. Initially we were engaged\nin providing website design and development services. We ceased conducting such business activity in 2011 and had no significant business\nactivity until 2018.\n\n \n\nAt the beginning of 2018, we started to develop\na mobile-wallet-as-a-service platform for organizations interested in launching mobile wallet applications for their brand.\n\n \n\nAt 2021 we have received a basic (limited) non-banking\ncredit license allowing it to provide credit in Israel\n\n \n\nAt September 2023 we have signed an agreement\nto purchase from Yonatan Shachar, an Israeli citizen, 100% of the outstanding shares of S.Y. Calimero Entrepreneurship Ltd – an\nIsraeli company that has a basic (limited) non-banking credit license allowing it to provide credit in Israel – for the total amount\nof NIS 125,000 (approximately USD 32,900). The purchase is subject to a condition that the controlling shareholder of the Company, Menachem\nShalom, would be granted a permit to control the purchased company. That permit was granted by the Israeli Authority for Capital Markets,\nInsurance and Savings on March 31 2024 and the acquisition has closed. On the date of acquisition, there were no assets or liabilities\nin the subsidiary’s books and the entire purchase amount was attributed to the license. The license is valid until December\n31, 2026.\n\n \n\nDuring 2024 we generated revenue from a consulting\nproject, which generated 55,845 NIS in consulting fees.\n\n \n\nOn July 24, 2025, we announced that we had entered\ninto a binding letter of intent to acquire Synthetic Darwin LLC, a U.S.-based artificial intelligence company. As subsequently disclosed\nin our Report on Form 6-K furnished in November 2025, the parties mutually determined not to proceed with the proposed transaction, and\nneither party had any claims or unresolved disputes arising out of the termination.\n\n \n\nThe SEC maintains an Internet site that contains\nreports, proxy and information statements and other information regarding issuers that file electronically with the SEC. Our filings\nwith the SEC will also be available to the public through the SEC’s website at https://www.sec.gov.\n\n \n\n*B.*\n*BUSINESS OVERVIEW*\n\n \n\n[**Our Platform**\n\n \n\nWe started the research and development for the\nPlatform in 2018 and offered our first commercial application in 2019. Due to inability to commercialize our Platform, our sole Customer\n– Galileo – has discontinued the licensed agreement with us and as a result we had no revenues generated from the Platform.\n\n \n\n**Our Revenue Model**\n\n \n\nFor the year ended December 31, 2025, we generated\nno revenue. For the year ended December 31, 2024, we generated 55,845 NIS from consulting fees with respect to conducting a market analysis\nof the lending market in Israel.\n\n \n\n17\n\n \n\n**Our products**\n\n \n\nDue to inability to commercialize our software\nplatform through the license agreement with Galileo, we have discontinued our software business. For the year ended December 31,\n2025 and 2024, the digital payment services generated no revenues. We have never generated revenues from digital banking\nservices.\n\n \n\n**Our customer**\n\n \n\nWe anticipate that our future customers may include\nsmall businesses in Israel.\n\n \n\n**Non-Bank Lending License** \n\n \n\nOn November, 2022, we were issued a limited license\nfrom the Israeli Authority regulating Capital Markets, Insurance and Savings to operate as a non-banking lender in Israel. This license\nenables us to lend up to NIS 25,000,000 as a non-bank.\n\n \n\nAt September 2023 we have signed an agreement\nto purchase from Yonatan Shachar, an Israeli citizen, 100% of the outstanding shares of S.Y. Calimero Entrepreneurship Ltd – an\nIsraeli company that has a basic (limited) non-banking credit license allowing it to provide credit in Israel – for the total amount\nof NIS 125,000 (approximately USD 32,900). The purchase is subject to a condition that the controlling shareholder of the Company, Menachem\nShalom, would be granted a permit to control the purchased company. That permit was granted by the Israeli Authority for Capital Markets,\nInsurance and Savings on March 31 2024 and the acquisition closed.\n\n \n\nFor the year ended December 31, 2023, the Company\nissued two separate revolving credit notes, one to an Israeli company and the other to an Israeli resident. The revolving credit facilities\ngrant the borrowers the ability to borrow up to $500,000 from the Company upon 3 business days advance notice. The outstanding principal\nbalance and all accrued interest is due December 31, 2024. The borrowers agreed to certain covenants, including not incurring additional\ndebt in excess of $100,000, no change in control or the officers of the borrower, no sale of assets or investments. Prior to making any\nloans, the borrower is to grant a lien to the Company on its assets. After the balance sheet date, the loan was repaid in full.\n\n \n\n2025 Strategic Transaction Activity\n\nOn July 24, 2025, we announced the execution of\na binding letter of intent to acquire Synthetic Darwin LLC, a U.S.-based artificial intelligence company. The proposed transaction contemplated\nthe acquisition of 100% of Synthetic Darwin in a share-based transaction, subject to definitive agreements and customary regulatory approvals.\nThe proposed target was developing self-evolving artificial intelligence systems and the transaction was described as part of a strategy\nto expand into artificial intelligence, blockchain and related digital infrastructure activities. As disclosed in our subsequent Report\non Form 6-K for November 2025, the parties later mutually determined not to proceed with the proposed transaction, and neither we nor\nthe proposed target had any claims or unresolved disputes resulting from such termination.\n\n \n\nAs of the date of this Annual Report, the proposed\nacquisition of Synthetic Darwin LLC has been terminated and was not consummated. Accordingly, unless otherwise specifically stated, this\nAnnual Report does not reflect Synthetic Darwin LLC as part of our business, operations, assets or results of operations.\n\n \n\n**Our Suppliers**\n\n \n\nOur only relationship with vendors are with service\nproviders for our corporate needs.\n\n \n\n**Intellectual Property**\n\n \n\nWe do not have any intellectual property protection\non our source code or any other aspect of the Platform.\n\n \n\n**Marketing and Competition**\n\n \n\nThe Company does not currently have the resources\nto market its services.\n\n \n\n**Leading Competitors**\n\n \n\nThere are many companies, both large and small,\nwhich are our competitors in the credit industry.\n\n \n\n18\n\n \n\n**Competitive Challenges and Advantages**\n\n \n\nGiven the extremely fast changes that occur in\nthe overall technology world, including in the payment and software sectors, management does not believe that the Platform has any competitive\nadvantage.\n\n \n\n**Development and Expansion Strategy**\n\n \n\nThe key components of our development and expansion\nstrategy over the next two-to-five years are as follows:\n\n \n\n \n●\nongoing continues development\nof the company’s products.\n\n \n\n \n●\nmarketing and sales efforts\nof the company’s products to potential customers.\n\n \n\n \n●\nlicensing or buying of\nadditional technology, software or products that may increase the attractiveness or the price of the company’s products.\n\n \n\n \n●\nthe Company will be looking\nto form commercial partnerships with software distributors and integrators – to expand its market reach and sales.\n\n \n\n \n●\nonce substantial sales\nare achieved, the company is looking to expand its product offering by developing, acquiring or licensing additional products relevant\nfor its customer-base.\n\n \n\n**Government legislation and regulation**\n\n \n\n**Actions of our users**\n\n \n\nIn many jurisdictions, including the United States\nand countries in Europe, laws relating to the liability of providers of online services for activities of their users and other third\nparties are currently being tested by a number of claims, including actions based on defamation, breach of data protection and privacy\nrights and other torts, unfair competition, copyright and trademark infringement and other theories based on the nature and content of\nthe materials searched, the ads posted, or the content uploaded by users. Any court ruling or other governmental action that imposes\nliability on providers of online services for the activities of their users and other third parties could harm our business. In addition,\nrising concern about the use of the Internet for illegal conduct, such as the unauthorized dissemination of national security information,\nmoney laundering or supporting terrorist activities may in the future produce legislation or other governmental action that could require\nchanges to our products or services, restrict or impose additional costs upon the conduct of our business or cause users to abandon material\naspects of our service.\n\n \n\n**Data protection** \n\n \n\nIf we obtain customers, we will hold certain personal data of our users,\nincluding their username, email address, IP address, device identifiers, address, telephone number, photo, transactional data, consumption\nhabits (such as purchase history), profession and education, location, social media account log in details and username and additional\ninformation regarding the use of our Marketplace (such as published portfolio, Gig information, purchases, ratings and additional information\nthe user decides to upload and share with us or other users of our marketplace), and may hold certain personal data of the visitors to\nour users’ websites. In addition, we hold certain personal data of our employees and contractors. We operate in accordance with\nthe terms of our privacy policies, which describe our practices concerning the collection, use, transmission and disclosure of personal\ndata. As a “database owner” pursuant to the Privacy Law, we are subject to certain obligations and restrictions, such as the\nobligation to register databases containing personal data, the requirement to properly notify the data subjects regarding the nature of\nthe collection and use of their personal data prior to their collection, the requirement to obtain valid informed consents from the data\nsubjects prior to using their personal data, conditions with respect to transfer of personal data outside Israeli borders, conditions\nand restrictions regarding the use of any personal data for direct mailing, obligations to meet certain data subject rights (such as access,\nrectification and deletion rights) as well as data security obligations. In this respect, the Israeli Privacy Protection Regulations (Data\nSecurity) 2017 (“Data Security Regulations”), which entered into effect in Israel in May 2018, impose obligations with\nrespect to the manner personal data is processed, maintained, transferred, disclosed, accessed and secured. The Data Security Regulations\nmay require us to adjust our data protection and data security practices, information security measures, certain organizational procedures,\napplicable positions (such as an information security manager) and other technical and organizational security measures. The Israeli Privacy\nProtection Authority may initiate administrative inspection proceedings, from time to time, without any suspicion of any particular breach\nof the Privacy Law, as the Authority has done in the past with respect to dozens of Israeli companies in various business sectors. In\naddition, to the extent that any administrative supervision procedure is initiated by the Israeli Privacy Protection Authority that reveals\ncertain irregularities with respect to our compliance with the Privacy Law, in addition to our exposure to administrative fines, civil\nclaims (including class actions) and in certain cases criminal liability, we may also need to take certain remedial actions to rectify\nsuch irregularities, which may increase our costs.\n\n \n\n19\n\n \n\nWhile it is generally the laws of the jurisdiction\nin which a business is located that apply, there is a risk that data protection regulators of other countries may seek jurisdiction over\nour activities in locations in which we process data or have users but do not have an operating entity. Where the local data protection\nand privacy laws of a jurisdiction apply, we may be required to register our operations in that jurisdiction or make changes to our business\nso that user data is only collected and processed in accordance with applicable local law. In addition, because our services are accessible\nworldwide, certain foreign jurisdictions may claim that we are required to comply with their privacy and data protection laws, including\nin jurisdictions where we have no local entity, employees, or infrastructure. In such cases, we may require additional legal review and\nresources to ensure compliance with any applicable privacy or data protections laws and regulations. In addition, in many jurisdictions\nthere is new legislation that may affect our business and require additional legal review.\n\n \n\n*United States*\n\n \n\nA number of legislative proposals pending before\nthe U.S. Congress, various state legislative bodies and foreign governments concerning data protection could affect us. For example,\nin June 2018, California passed the California Consumer Privacy Act (“CCPA”), which entered into effect on January 1,\n2020 and provides new data privacy rights for consumers and new operational requirements for companies. Additionally, some other states\nhave passed proactive, rather than reactive, information security legislation. These state laws require that certain minimum protections\nand security measures be taken to protect personal data. The costs of compliance with these laws may increase in the future as a result\nof changes in interpretation.\n\n \n\n*Europe*\n\n \n\nEuropean legislators adopted the GDPR, repealing\nthe 1995 European Data Protection Directive (Directive 95/46/EC). We are defined as a “Data Controller” with respect to the\npersonal data of our users that we collect and are therefore subject to a number of key legal obligations under the GDPR. In addition\nto reflecting existing requirements that already existed under the old data protection regime, such as, among other things, requirements\nto provide users with a “fair processing notice” if we process their data, ensure that inaccurate data is corrected, only\nretain data for so long as is necessary and not transfer data outside the European Economic Area to jurisdictions which do not ensure\nan adequate level of protection of personal data without taking certain safeguards, the GDPR also implemented new, more stringent operational\nand procedural requirements for our use of personal data. These include expanded prior information requirements in light of the transparency\nprinciple to tell our users how we may use their personal data, increased controls on profiling users, increased rights for users to\naccess, control and delete their personal data and mandatory data breach notification requirements. In addition, there are significantly\nincreased administrative fines of the greater of €20 million and 4% of global turnover (as well as the right to compensation for\nfinancial or non-financial damages claimed by any individuals under Article 82 of the GDPR).\n\n \n\nThe European ePrivacy Directive (Directive 2002/58/EC\nas amended by Directive 2009/136/EC) obliges the EU member states to introduce certain national laws regulating privacy or data protection\nin the electronic communications sector. Pursuant to the requirements of the ePrivacy Directive, companies must, among other things,\nobtain consent to store information or access information already stored, on a user’s terminal equipment (e.g., computer or mobile\ndevice). These requirements predominantly regulate the use by companies of cookies and similar technologies. Prior to providing such\nconsent, users must receive clear and comprehensive information, both in accordance with the more stringent requirements under the GDPR.\nCertain exemptions to these requirements on which we rely are available for technical storage or access for the sole purpose of carrying\nout the transmission of a communication over an electronic communications network or as strictly necessary to provide a service explicitly\nrequested by the user.\n\n \n\nIn recent years, U.S. and European lawmakers\nand regulators have expressed concern over the use of third-party cookies and similar technologies for online behavioral advertising,\nand laws in this area are also under reform. In the European Union, current national laws that implement the ePrivacy Directive will\nsoon be replaced by an EU regulation known as the ePrivacy Regulation. In the European Union, informed consent is required for the placement\nof a cookie on a user’s device and for direct electronic marketing, and the GDPR also imposes additional conditions in order to\nsatisfy such consent, such as a prohibition on pre-checked consents and on bundled consents thereby requiring users to affirmatively\nconsent for a given purpose through separate tick boxes. The draft ePrivacy Regulation retains these additional consent conditions and\nalso imposes the strict opt-in marketing rules on direct marketing that is “presented” on a web page rather than sent by\nemail, alters rules on third-party cookies and similar technology and significantly increases penalties for breach of the rules. Regulation\nof cookies and similar technologies may lead to broader restrictions on our marketing and personalization activities and may negatively\nimpact our efforts to understand users’ internet usage, as well as the effectiveness of our marketing and our business generally.\nSuch regulations may have a negative effect on businesses, including ours, that collect and use online usage information for consumer\nacquisition and marketing, it may increase the cost of operating a business that collects or uses such information and undertakes online\nmarketing, it may also increase regulatory scrutiny and increase potential civil liability under data protection or consumer protection\nlaws. In response to marketplace concerns about the usage of third-party cookies and web beacons to track user behaviors, providers of\nmajor browsers have included features that allow users to limit the collection of certain data generally or from specified websites,\nand the ePrivacy Regulation draft also advocates the development of browsers that block cookies by default. These developments could\nimpair our ability to collect user information, including personal data and usage information, that helps us provide more targeted advertising\nto our current and prospective consumers, which could adversely affect our business, given our use of cookies and similar technologies\nto target our marketing and personalize the consumer experience.\n\n \n\n20\n\n \n\nAs the text of the ePrivacy Regulation is still under development\nand currently in draft form, and as further guidance is issued and interpretation of both the ePrivacy Regulation and the GDPR develop,\nit is difficult to assess the impact of the ePrivacy Regulation on our business or operations, but it may require us to modify our data\npractices and policies and we could incur substantial costs as a result.\n\n \n\n*C.*\n*ORGANIZATIONAL\nSTRUCTURE*\n\n \n\nOther than S.Y. Calimero Entrepreneurship Ltd,\na company established in Israel which is wholly owned by the Company, the Company currently has no subsidiaries and is not part of a\ngroup of companies.\n\n \n\n*D.*\n*PROPERTY,\nPLANT AND EQUIPMENT*\n\n \n\nWe currently have an office in the house of Menachem\nShalom, our sole officer and a member of our board of directors. We consider our current office space sufficient to meet our anticipated\nneeds for the foreseeable future and is suitable for the conduct of our business."}