{"url_path":"/sec/hmelf/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**","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":7558,"has_tables":true,"body_markdown":"**ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**\n\n \n\n*A.*\n*DIRECTORS AND SENIOR\nMANAGEMENT*\n\n \n\nThe following table sets forth information regarding\nour directors, executive officers and other key employees as of December 31, 2025:\n\n \n\n**Name**\n \n**Age**\n \n**Position**\n\nMenachem Shalom\n \n51\n \nChief Executive Officer, Chief Financial Officer and\nDirector\n\nGad Zohar\n \n60\n \nDirector\n\nIgal Chemerinsky\n \n55\n \nDirector\n\n \n\nSet forth below is a brief description of the\nbackground and business experience of our executive officers and directors:\n\n \n\nMenachem Shalom, Chief Executive Officer, Chief\nFinancial Officer and Director\n\n \n\nMenachem Shalom has been our Chief Executive Officer,\nChief Financial Officer and Director since September 2008. Mr. Shalom is also the principal executive officer and a director of T3 Defense\nInc. (Nasdaq: DFNS), Kochav Defense Acquisition Corp. (Nasdaq: KCHV) and SC II Acquisition Corp. (Nasdaq: SCII). Mr. Shalom also serves\nas the Chief Executive Officer, President and Chairman of the Board of Directors of Star 26 Capital, Inc. since January 2024, as well\nas the Chairman of B. Rimon Agencies Ltd., a wholly owned operating subsidiary of Star 26 and operator of Israeli defense business. Mr.\nShalom has served as a director and the Chief Executive Officer of Motomova Inc. (OTC Markets: MTMV) since December 1, 2022 and its Secretary\nsince May 24, 2023 until October 2025. Mr. Shalom was the Co-Chief Executive Officer, and a member of the board of directors of MEA since\nJanuary 2022. Since 2017, Mr. Shalom has also served as CEO of Hold Me Ltd., a digital platform for mobile wallet and payments founded\nby Mr. Shalom. Mr. Shalom is the principal executive and financial officer and sole director of Hold Me Ltd., a company registered with\nthe Securities and Exchange Commission. Prior to his tenure with the Company, Mr. Shalom founded and served as CEO of Wayerz Solutions,\nLtd., a digital platform for correspondent banking and wires’ routing optimization, between 2014 and 2017 and as Vice President\nof Business Development, Sales and Marketing at Dsnr Media Group Ltd., an international cross-platform digital advertising company. Mr.\nShalom also founded and served as CEO of Mipso Ltd., a software-as-a-service provider in the fashion and retail industry, between 2010\nand 2013; ooga studio Ltd., an industrial design incubator, between 2007 and 2010; and Medifreeze Ltd., a startup in the area of stem\ncell cryopreservation, between 2004 and 2009. Mr. Shalom received his MBA at the Hebrew University of Jerusalem in 2003 after receiving\nan LLM in corporate law at Columbia University School of Law in 2000.\n\n \n\n23\n\n \n\nGad\nZohar, Director\n\n \n\nGad\nZohar has been a director of the Company since July 28, 2021. Mr. Zohar manages Dag Networks Ltd., an Israeli private company\nthat offers information technology, telecommunications and cloud services and solutions for businesses since 2011, when he founded the\ncompany.\n\n \n\nIgal\nChemerinsky, Director\n\n \n\nIgal\nChemerinsky has been a director of the Company since July 28, 2021. Since 2020, Mr. Chemerinsky has been the chief revenue\nofficer of Parknav Ltd., a startup developing real-time on-street parking with a highly accurate and scalable solution. From 2019 to\n2020, Mr. Chemerinsky served as the EVP of Global Sales of Enably Ltd.- a SaaS platform that utilizes Artificial Intelligence, Natural\nLanguage Processing (NLP) and advanced algorithms for Online Training, e-Learning, knowledge delivery, compliance, regulations, and content\ndelivery. From 2017 to 2019, he served as the VP of EMEA Sales of Votiro Cybersec Ltd., a global leader in Email & File secure gateways\n& end-point solutions protecting organizations against zero-day exploits and other ongoing cyber threats.\n\n \n\n**Family\nRelationships**\n\n \n\nThere\nare no family relationships between any of our executive officers and our directors.\n\n \n\n*B.*\n*COMPENSATION*\n\n \n\nSet\nforth below is the compensation paid during the fiscal year ended December 31, 2025 for our sole executive officer.\n\n \n\nName \n**2025 Compensation** \n\nMenachem Shalom \nNIS 420,000 \n\n \n\nThe\namount invoiced by Mr. Shalom was pursuant to the terms of the Management Services Agreement, described below.\n\n \n\n**Management\nServices Agreement**\n\n \n\nWe\nentered into a written management services agreement with our sole executive officer and director as of December 30, 2017 to provide\nus services full time. Mr. Shalom shall be entitled to receive a monthly management fee of NIS35,000 (USD10,606) plus VAT, which\nshall increase to NIS45,000 (USD13,636) plus VAT upon completion of the development of the system and the commencement of the sales stage.\nUpon completion of fundraising in the sum of NIS5,000,000 (USD1,515,152) or more, Mr. Shalom shall be entitled to payment of monthly\nfee of NIS60,000 (USD18,181) plus VAT. Mr. Shalom is also entitled to reimbursement for travel expenses as well as all his expenses\nrelated to the execution of the agreement. We have the right to terminate the agreement with Mr. Shalom upon 6-months’ notice.\n\n \n\n*C.*\n*BOARD\nPRACTICES*\n\n \n\nPursuant\nto the Companies Law, the management of our business is vested in our board of directors. Our board of directors may exercise all powers\nand may take all actions that are not specifically granted to our shareholders. Our board of directors shall from time to time appoint\none or more general managers, who are responsible for our day-to-day management and have individual responsibilities established by our\nboard of directors. General managers are appointed by and serve at the discretion of our board of directors, subject to any applicable\nemployment agreements we have entered into with the general managers. At present, our sole executive officer is Mr. Menachem Shalom.\n\n \n\nUnder\nthe Companies Law, we are not required to have a majority of independent directors. We are required to appoint at least two external\ndirectors. According to our articles of association, our board of directors shall consist of up to 11 directors. Currently, our board\nof directors consists of three directors, and we have not appointed external directors as of the date of this Annual Report. Pursuant\nto our articles of association, other than the external directors, for whom special election requirements apply under the Companies Law,\nour directors are elected at an annual general meeting of our shareholders and serve on our board of directors until the next annual\ngeneral meeting at which one or more directors are elected or until they are removed by the majority of our shareholders at an annual\nor special general meeting of our shareholders or upon the occurrence of certain events, in accordance with the Companies Law and our\narticles of association. In addition, our articles of association allow our board of directors to appoint directors, other than external\ndirectors, to fill vacancies in the board of directors temporarily (provided, however, that if they number less than three directors,\nthey may act only in an emergency or to fill the office of director that has become vacant up to the minimum number or in order to call\na general meeting of the Company for the purpose of electing directors to fill any or all vacancies, so that there are at least three\ndirectors).\n\n \n\nOur\ndirectors do not have written service contracts and are not required to have them under the Israel Companies Law.\n\n \n\n24\n\n \n\nUnder\nthe Companies Law, our board of directors must determine the minimum number of directors who are required to have financial and accounting\nexpertise. Under applicable regulations, a director with financial and accounting expertise is a director who, by reason of his or her\neducation, professional experience and skill, has a high level of proficiency in and understanding of business accounting matters and\nfinancial statements. He or she must be able to thoroughly comprehend the financial statements of the listed company and initiate debate\nregarding the manner in which financial information is presented. In determining the number of directors required to have such expertise,\na company’s board of directors must consider, among other things, the type and size of the company and the scope and complexity\nof its operations. Our board of directors has determined that Mr. Shalom has such requisite financial and accounting expertise.\n\n \n\n**External\nDirectors**\n\n \n\nUnder\nthe Companies Law, a public company is required to appoint at least two external directors to serve on its board of directors. External\ndirectors must meet stringent standards of independence and must be appointed by the non-controlling shareholders of the Company. We\nhave not appointed external directors as of the date of this Annual Report.\n\n \n\nThe\nprovisions of the Companies Law set forth special approval requirements for the election of external directors. External directors must\nbe elected by a majority vote of the shares present and voting on the matter at a shareholders meeting, provided that either:\n\n \n\n \n●\nsuch\nmajority includes at least a majority of the shares held by all shareholders who are non-controlling shareholders and shareholders\nwho do not have a personal interest in the election of the external director (other than a personal interest not deriving from a\nrelationship with a controlling shareholder) that are voted at the meeting, excluding abstentions, which we refer to as a disinterested\nmajority; or\n\n \n \n \n\n \n●\nthe\ntotal number of shares held by shareholders who are non-controlling shareholders and shareholders who do not have a personal interest\nin the election of the external director (other than a personal interest not derived from a relationship with a controlling shareholder)\nvoted against the election of the external director does not exceed 2% of the aggregate voting rights in the company.\n\n \n\nUnder\nthe Companies Law, the term “controlling shareholder” means a shareholder with the ability to direct the activities of the\ncompany, other than by virtue of serving as an office holder. A shareholder is presumed to be a controlling shareholder if the shareholder\nholds 50% or more of the voting rights in a company or has the right to appoint more than half of the directors of the company or its\ngeneral manager. For the purpose of approving transactions with controlling shareholders, a controlling shareholder is deemed to include\nany shareholder that holds 25% or more of the voting rights in a public company if no other shareholder holds more than 50% of the voting\nrights in the company. For purposes of determining the holding percentage stated above, two or more shareholders who have a personal\ninterest in a transaction that is brought for the company’s approval are deemed as joint holders.\n\n \n\nThe\nterm “personal interest” is defined in the Companies Law as a person’s or entity’s personal interest in an act\nor a transaction of a company, (i) including the personal interest of (a) any spouse, sibling, parent, grandparent or descendant of the\npersons, any descendant, sibling or parent of a spouse of the person and the spouse of any of the foregoing; and (b) an entity in which\nthe person or entity or any of the foregoing relatives of the person serves as a director or the chief executive officer, owns at least\n5% of its issued share capital or voting rights or has the right to appoint one or more directors or the chief executive officer, but\n(ii) excluding a personal interest arising solely from the ownership of shares. In the case of a person voting by proxy, “personal\ninterest” includes the personal interest of the proxy holder or the shareholder granting the proxy (even if the proxy holder has\nno personal interest in the matter), whether or not the proxy holder has discretion how to vote.\n\n \n\nThe\ninitial term of an external director is three years. Thereafter, an external director may be reelected by shareholders to serve in that\ncapacity for up to two additional three-year terms, provided that either:\n\n \n\n \n●\nhis\nor her service for each such additional term is recommended by one or more shareholders holding at least 1% of the company’s\nvoting rights and is approved at a shareholders meeting by a disinterested majority, where the total number of shares held by non-controlling,\ndisinterested shareholders voting for such reelection exceeds 2% of the aggregate voting rights in the company, and provided further\nthat the external director is not an affiliated or competing shareholder, as defined in the Companies Law, or a relative of such\na shareholder at the time of the appointment, and is not affiliated with such a shareholder at the time of appointment or within\nthe two years preceding the date of appointment; or\n\n \n \n \n\n \n●\nhis\nor her service for each such additional term is recommended by the board of directors and is approved at a shareholders meeting by\nthe same majority required for the initial election of an external director (as described above).\n\n \n\nExternal\ndirectors may be removed only by a special general meeting of shareholders called by the board of directors after the board has determined\nthat circumstances allow such dismissal, at the same special majority of shareholders required for their election or by a court, and\nin both cases only if the external directors cease to meet the statutory qualifications for their appointment or if they violate their\nduty of loyalty to our company. In the event of a vacancy created by an external director which causes the company to have fewer than\ntwo external directors, the board of directors is required under the Companies Law to call a shareholders meeting as soon as possible\nto appoint such number of new external directors in order that the company thereafter has two external directors.\n\n \n\n25\n\n \n\nEach\ncommittee of the board of directors that exercises the powers of the board of directors must include at least one external director,\nexcept that the audit committee and the compensation committee must include all external directors then serving on the board of directors.\nUnder the Companies Law, external directors of a company are prohibited from receiving, directly or indirectly, any compensation for\ntheir services as external directors other than pursuant to the Companies Law and the regulations promulgated thereunder. Compensation\nof an external director is determined prior to his or her appointment and may not be changed during any three-year term subject to certain\nexceptions.\n\n \n\nThe\nCompanies Law provides that a person is not qualified to serve as an external director if (i) the person is a relative of a controlling\nshareholder of the company, or (ii) if that person or his or her relative, partner, employer, another person to whom he or she was directly\nor indirectly subordinate, or any entity under the person’s control, has or had, during the two years preceding the date of appointment\nas an external director: (a) any affiliation with the company, with any person or entity controlling the company or a relative of such\nperson at the time of appointment, or with any entity controlled by or under common control with the company at the time of appointment\nor during the two years preceding the appointment; or (b) in the case of a company with no controlling shareholder or a shareholder holding\n25% or more of its voting rights, had at the date of appointment as an external director, any affiliation with a person then serving\nas chairman of the board or chief executive officer, a holder of 5% or more of the issued share capital or voting power in the company\nor the most senior financial officer.\n\n \n\nThe\nterm “relative” is defined as a spouse, sibling, parent, grandparent or descendant; spouse’s sibling, parent or descendant;\nand the spouse of each of the foregoing persons.\n\n \n\nThe\nterm “affiliation” includes (subject to certain exceptions): an employment relationship; a business or professional relationship\neven if not maintained on a regular basis (excluding insignificant relationships); control; and service as an office holder, excluding\nservice as a director in a private company prior to the initial public offering of its shares if such director was appointed as a director\nof the private company in order to serve as an external director following the initial public offering.\n\n \n\nIn\naddition, no person may serve as an external director if that person’s positions or professional or other activities create, or\nmay create, a conflict of interest with that person’s responsibilities as a director or otherwise interfere with that person’s\nability to serve as a director or if the person is an employee of the Israel Securities Authority or of an Israeli stock exchange. A\nperson may furthermore not continue to serve as an external director if he or she received direct or indirect compensation other than\nas permitted by the Companies Law and the regulations promulgated thereunder.\n\n \n\nFollowing\nthe termination of an external director’s service on a board of directors, such former external director and his or her spouse\nand children and other relatives may not be provided a direct or indirect benefit by the company, its controlling shareholder or any\nentity under its controlling shareholder’s control. This includes engagement as an officer or director of the company or a company\ncontrolled by its controlling shareholder or employment by, or provision of services to, any such company for consideration, either directly\nor indirectly, including through a corporation controlled by such person. This restriction extends for a period of two years with regard\nto the former external director and his or her spouse or child and for one year with respect to other relatives of the former external\ndirector.\n\n \n\nIf\nat the time at which an external director is appointed all members of the board of directors who are not controlling shareholders or\nrelatives of controlling shareholders of the company are of the same gender, the external director to be appointed must be of the other\ngender. A director of one company may not be appointed as an external director of another company if a director of the other company\nis acting as an external director of the first company at such time.\n\n \n\nAccording\nto the Companies Law and regulations promulgated under the Companies Law, a person may be appointed as an external director only if he\nor she has professional qualifications or if he or she has accounting and financial expertise (each, as defined below). At least one\nof the external directors must be determined by our board of directors to have accounting and financial expertise.\n\n \n\nA\ndirector with accounting and financial expertise is a director who, due to his or her education, experience and skills, possesses an\nexpertise in, and an understanding of, financial and accounting matters and financial statements, such that he or she is able to understand\nthe financial statements of the company and initiate a discussion about the presentation of financial data. A director is deemed to have\nprofessional qualifications if he or she has any of (i) an academic degree in economics, business management, accounting, law or public\nadministration, (ii) an academic degree or has completed another form of higher education in the primary field of business of the company\nor in a field which is relevant to his/her position in the company, or (iii) at least five years of experience serving in one of the\nfollowing capacities, or at least five years of cumulative experience serving in two or more of the following capacities: (a) a senior\nbusiness management position in a company with a significant volume of business; (b) a senior position in the company’s primary\nfield of business; or (c) a senior position in public administration or service. The board of directors is charged with determining whether\na director possesses financial and accounting expertise or professional qualifications.\n\n \n\n26\n\n \n\n**Audit\nCommittee**\n\n \n\n**Israeli\nCompanies Law Requirements**\n\n \n\nUnder\nthe Companies Law, a public company is required to appoint an audit committee. The audit committee must be comprised of at least three\ndirectors, including all of the external directors, one of whom must serve as chairman of the committee. The audit committee may not\ninclude the chairman of the board, a controlling shareholder of the company or a relative of a controlling shareholder, a director employed\nby or providing services on a regular basis to the company, to a controlling shareholder or to an entity controlled by a controlling\nshareholder or a director who derives most of his or her income from a controlling shareholder.\n\n \n\nIn\naddition, under the Companies Law, the audit committee of a publicly traded company must consist of a majority of unaffiliated directors,\nwithin the meaning of the Companies Law. In general, an “unaffiliated director” under the Companies Law is defined as either\nan external director or a director who meets the following criteria:\n\n \n\n \n●\nthe\naudit committee has determined that he or she meets the qualifications for being appointed as an external director, except for (i)\nthe requirement that the director be an Israeli resident (which does not apply to companies such as ours whose securities have been\noffered outside of Israel or are listed outside of Israel); and (ii) the requirement for accounting and financial expertise or professional\nqualifications; and\n\n \n \n \n\n \n●\nhe\nor she has not served as a director of the company for a period exceeding nine consecutive years. For this purpose, a break of less\nthan two years in the service shall not be deemed to interrupt the continuation of the service.\n\n \n\n**Audit\nCommittee Role**\n\n \n\nUnder\nthe Companies Law, a company’s audit committee is responsible for:\n\n \n\n \n●\ndetermining\nwhether there are deficiencies in the business management practices of our company, including in consultation with our internal auditor\nor the independent auditor, and making recommendations to the board of directors to improve such practices;\n\n \n \n \n\n \n●\ndetermining\nwhether to approve certain related party transactions (including transactions in which an office holder has a personal interest)\nand whether such transaction is extraordinary or material under Companies Law (see “- Approval of Related Party Transactions\nunder Israeli Law”);\n\n \n \n \n\n \n●\ndetermining\nwhether a competitive process must be implemented for the approval of certain transactions with controlling shareholders or its relative\nor in which a controlling shareholder has a personal interest (whether or not the transaction is an extraordinary transaction), under\nthe supervision of the audit committee or other party determined by the audit committee and in accordance with standards determined\nby the audit committee, or whether a different process determined by the audit committee should be implemented for the approval of\nsuch transactions;\n\n \n \n \n\n \n●\ndetermining\nthe process for the approval of certain transactions with controlling shareholders or in which a controlling shareholder has a personal\ninterest that the audit committee has determined are not extraordinary transactions but are not immaterial transactions;\n\n \n \n \n\n \n●\nwhere\nthe board approves the working plan of the internal auditor, to examine such working plan before its submission to the board and\nproposing amendments thereto;\n\n \n \n \n\n \n●\nexamining\nour internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and\ntools to dispose of its responsibilities;\n\n \n \n \n\n \n●\nexamining\nthe scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our board of directors\nor shareholders, depending on which of them is considering the compensation of our auditor; and\n\n \n \n \n\n \n●\nestablishing\nprocedures for the handling of employees’ complaints as to the management of our business and the protection to be provided\nto such employees.\n\n \n\nWe\nhave not yet established an audit committee. In lieu of an audit committee, our board of directors is responsible for reviewing and making\nrecommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the\nCompany’s financial statements and other services provided by the Company’s independent public accountants. The board of\ndirectors reviews the Company’s internal accounting controls, practices and policies.\n\n \n\n27\n\n \n\n**Financial\nStatement Examination Committee**\n\n \n\nUnder\nthe Companies Law, the board of directors of a public company must appoint a financial statement examination committee, which consists\nof members with accounting and financial expertise or the ability to read and understand financial statements. Our audit committee holds\nthe responsibilities and duties of a financial statement examination committee, as permitted under the relevant regulations promulgated\nunder the Companies Law. From time to time, as necessary and required in order to approve our financial statements, the audit committee\nwill hold separate meetings prior to the scheduled meetings of the board in respect of the financial statements. The function of a financial\nstatement examination committee is to discuss and provide recommendations to the board of directors (including reporting any deficiencies\nfound) with respect to the following issues: (a) estimations and assessments made in connection with the preparation of financial statements;\n(b) internal controls related to the financial statements; (c) completeness and appropriateness of the disclosure in the financial statements;\n(d) the accounting policies adopted and the accounting treatment implemented in material matters of the Company; and (e) value evaluation,\nincluding the assumptions and assessments on which evaluations are based and the supporting data in the financial statements.\n\n \n\n**Compensation\nCommittee and Compensation Policy**\n\n \n\nA\npublic company in Israel is required to have a compensation committee as required by the Companies Law. The compensation committee must\nbe comprised of at least three directors, including all of the external directors, who must constitute a majority of the members of the\ncompensation committee. Each compensation committee member that is not an external director must be a director whose compensation does\nnot exceed an amount that may be paid to an external director under regulations promulgated under the Companies Law. The compensation\ncommittee is subject to the same Companies Law restrictions as the audit committee as to who may not be a member of the committee. See\n“- Audit Committee - Israeli Companies Law Requirements.”\n\n \n\n**Compensation\nCommittee Role**\n\n \n\nOur\nboard of directors has not yet adopted a compensation committee charter. Once adopted, the charter will set forth the responsibilities\nof the audit committee consistent with the regulations of the SEC, as well as the requirements for compensation committees under the\nCompanies Law, including the following:\n\n \n\n \n●\nrecommending\nto the board of directors for its approval (i) a compensation policy; (ii) whether a compensation policy should continue in effect,\nif the then-current policy has a term of greater than three years (approval of either a new compensation policy or the continuation\nof an existing compensation policy must in any case occur every three years); and (iii) periodic updates to the compensation policy.\nSee “- Compensation Policy.” In addition, the compensation committee is required to periodically examine the implementation\nof the compensation policy;\n\n \n \n \n\n \n●\nthe\napproval of the terms of employment and service of office holders (including determining whether the compensation terms of a candidate\nfor chief executive officer of the company need not be brought to approval of the shareholders); and\n\n \n \n \n\n \n●\nreviewing\nand approving grants of options and other incentive awards to persons other than office holders to the extent such authority is delegated\nby our Board of Directors, subject to the limitations on such delegation as provided in the Companies Law.\n\n \n\nWe\nhave not yet established a compensation committee.\n\n \n\n**Compensation\nPolicy**\n\n \n\nUnder\nthe Companies Law, the duties of the compensation committee include the recommendation to the company’s board of directors of a\npolicy regarding the terms of engagement of office holders, as such term is defined in the Companies Law, to which we refer to as a compensation\npolicy, and any extensions and updates thereto. The compensation policy must be adopted by the company’s board of directors, after\nconsidering the recommendations of the compensation committee, and will need to be brought for approval by the company’s shareholders,\nwhich approval requires a Special Approval for Compensation (as defined below under “- Approval of Related Party Transactions under\nIsraeli Law - Disclosure of Personal Interests of an Office Holder and Approval of Certain Transactions”).\n\n \n\nThe\ncompensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of office holders,\nincluding exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement.\nThe compensation policy must relate to certain factors, including advancement of the company’s objectives, the company’s\nbusiness plan and its long-term strategy, and creation of appropriate incentives for office holders, and must consider (among other things)\nthe company’s risk management, size and the nature of its operations. The compensation policy must also consider the following\nadditional factors:\n\n \n\n \n●\nthe\nknowledge, skills, expertise and accomplishments of the relevant office holder;\n\n \n\n \n●\nthe\noffice holder’s roles and responsibilities and prior compensation agreements with him or her;\n\n \n\n \n●\nthe\nrelationship between the terms offered and the average compensation of the other employees of the company (including any employees\nemployed through manpower companies);\n\n \n\n28\n\n \n\n \n●\nthe\nimpact of disparities in salary upon work relationships in the company;\n\n \n\n \n●\nthe\npossibility of reducing variable compensation at the discretion of the board of directors, and the possibility of setting a limit\non the exercise value of non-cash variable equity-based compensation; and\n\n \n\n \n●\nas\nto severance compensation, the period of employment or service of the office holder, the terms of his or her compensation during\nsuch period, the company’s performance during such period, the person’s contribution towards the company’s achievement\nof its goals and the maximization of its profits, and the circumstances under which the person is leaving the company.\n\n \n\nThe\ncompensation policy must also include the following principles:\n\n \n\n \n●\nthe\nlink between variable compensation and long-term performance and measurable criteria;\n\n \n\n \n●\nthe\nrelationship between variable and fixed compensation, and the ceiling for the value of variable compensation;\n\n \n\n \n●\nthe\nconditions under which an office holder would be required to repay compensation paid to him or her if it was later shown that the\ndata upon which such compensation was based was inaccurate and was required to be restated in the company’s financial statements;\n\n \n\n \n●\nthe\nminimum holding or vesting period for variable, equity-based compensation; and\n\n \n\n \n●\nmaximum\nlimits for severance compensation.\n\n \n\n**Internal\nAuditor**\n\n \n\nUnder\nthe Companies Law, the board of directors of an Israeli public company must appoint an internal auditor recommended by the audit committee.\nAn internal auditor may not be:\n\n \n\n \n●\na\nperson (or a relative of a person) who holds more than 5% of the company’s outstanding shares or voting rights;\n\n \n\n \n●\na\nperson (or a relative of a person) who has the power to appoint a director or the general manager of the company;\n\n \n\n \n●\nan\noffice holder, within the meaning of the Companies Law (including a director and the general manager) of the company (or a relative\nthereof); or\n\n \n\n \n●\na\nmember of the company’s independent accounting firm, or anyone on his or her behalf.\n\n \n\nThe\nrole of the internal auditor is to examine, among other things, our compliance with applicable law and orderly business procedures. The\naudit committee is required to oversee the activities and to assess the performance of the internal auditor as well as to review the\ninternal auditor’s work plan.\n\n \n\nAs\nof the date hereof, we have no internal auditor.\n\n \n\n**Approval\nof related party transactions under Israeli law**\n\n \n\n**Fiduciary\nduties of directors and officers**\n\n \n\nThe\nCompanies Law codifies the fiduciary duties that office holders owe to a company. An office holder is defined in the Companies Law as\na general manager, chief business manager, deputy general manager, vice general manager, executive Vice President, vice President, any\nother person assuming the responsibilities of any of these positions regardless of such person’s title, a director and any other\nmanager directly subordinate to the general manager. Each person listed in the table under “Management—Executive officers\nand directors” is an office holder under the Companies Law.\n\n \n\nAn\noffice holder’s fiduciary duties consist of a duty of care and a duty of loyalty. The duty of care requires an office holder to\nact with the level of care with which a reasonable office holder in the same position would have acted under the same circumstances.\nThe duty of loyalty requires that an office holder act in good faith and in the best interests of the company.\n\n \n\n29\n\n \n\n**Disclosure\nof personal interests of an office holder and approval of certain transactions**\n\n \n\nThe\nCompanies Law requires that an office holder promptly disclose no later than the first Board Meeting in which such transaction is discussed,\nto the board of directors any personal interest that he or she may have and all related material information known to him or her concerning\nany existing or proposed transaction with the company. A personal interest includes an interest of any person in an act or transaction\nof a company, including a personal interest of one’s relative or of a corporate body in which such person or a relative of such\nperson is a 5% or greater shareholder, director or general manager or in which he or she has the right to appoint at least one director\nor the general manager, but excluding a personal interest stemming solely from one’s ownership of shares in the company. A personal\ninterest includes the personal interest of a person for whom the office holder holds a voting proxy or the personal interest of the office\nholder with respect to his or her vote on behalf of a person for whom he or she holds a proxy even if such shareholder has no personal\ninterest in the matter.\n\n \n\nIf\nit is determined that an office holder has a personal interest in a non-extraordinary transaction, meaning any transaction that is in\nthe ordinary course of business, on market terms or that is not likely to have a material impact on the company’s profitability,\nassets or liabilities, approval by the board of directors is required for the transaction, unless the company’s articles of association\nprovide for a different method of approval. Any such transaction that is not for the benefit of the company may not be approved by the\nboard of directors.\n\n \n\nIn\naddition to any approval required by the articles of association, approval first by the company’s audit committee and subsequently\nby the board of directors, and, under specified circumstances, by a meeting of the shareholders, as well, is required for an extraordinary\ntransaction (meaning, any transaction that is not in the ordinary course of business, not on market terms or that is likely to have a\nmaterial impact on the company’s profitability, assets or liabilities) in which an office holder has a personal interest.\n\n \n\nA\ndirector and any other office holder who has a personal interest in a transaction which is considered at a meeting of the board of directors\nor the audit committee may generally (unless it is with respect to a transaction which is not an extraordinary transaction) not be present\nat such a meeting or vote on that matter however, with respect to an office holder, he/she may be present at the meeting discussions\nif the chairman determines that the presence of the office holder is necessary in order to present the matter. However, if a majority\nof the members of the audit committee or the board of directors has a personal interest in the approval of such a transaction then all\nof the directors may participate in the meeting with respect to such transaction and vote on the approval thereof and, in such case,\nshareholder approval is also required.\n\n \n\nCertain\ndisclosure and approval requirements apply under Israeli law to certain transactions with controlling shareholders, certain transactions\nin which a controlling shareholder has a personal interest and certain arrangements regarding the terms of service or employment of a\ncontrolling shareholder.\n\n \n\nFor\na description of the approvals required under Israeli law for compensation arrangements of officers and directors, see above under “—Compensation\nof directors and executive officers.”\n\n \n\n**Shareholder\nduties**\n\n \n\nPursuant\nto the Companies Law, a shareholder has a duty to act in good faith and in a customary manner toward the company and other shareholders\nand to refrain from abusing his or her power with respect to the company, including, among other things, in voting at a general meeting\nand at shareholder class meetings with respect to the following matters:\n\n \n\n \n●\nan\namendment to the company’s articles of association;\n\n \n\n \n●\nan\nincrease of the company’s authorized share capital;\n\n \n\n \n●\na\nmerger; or\n\n \n\n \n●\ninterested\nparty transactions that require shareholder approval.\n\n \n\nIn\naddition, a shareholder has a general duty to refrain from discriminating against other shareholders.\n\n \n\nCertain\nshareholders also have a duty of fairness toward the company. These shareholders include any controlling shareholder, any shareholder\nwho knows that it has the power pursuant to the provisions of a company’s articles of association, to determine the outcome of\na shareholder vote and any shareholder who has the power to appoint or to prevent the appointment of an office holder of the company.\nThe Companies Law does not define the substance of this duty of fairness, except to state that the remedies generally available upon\na breach of contract adjusted according to the circumstances, and taking into account the status within the company of such shareholder,\nwill also apply in the event of a breach of the duty of fairness.\n\n \n\n**Exculpation,\ninsurance and indemnification of office holders**\n\n \n\nWe\nentered into an indemnification agreement with Menachem Shalom as of April 22, 2021 to indemnify Mr. Shalom to the fullest\nextent permitted under Israeli law. We are not contractually obligated to indemnify Mr. Shalom for, among others, (i) a breach of\nduty of loyalty, unless such breach was done in good faith and having reasonable cause to assume that such act would not prejudice the\ninterests of the Company and (ii) a willful or reckless breach of his duty of care, unless such breach was done solely in negligence.\n\n \n\n30\n\n \n\nUnder\nthe Companies Law, a company may not exculpate an office holder from liability for a breach of the duty of loyalty. An Israeli company\nmay exculpate an office holder in advance from liability to the company, in whole or in part, for damages caused to the company as a\nresult of a breach of duty of care but only if a provision authorizing such exculpation is included in its articles of association. Our\narticles of association include such a provision. An Israeli company may not exculpate a director from liability arising out of a prohibited\ndividend or distribution to shareholders.\n\n \n\nAn\nIsraeli company may indemnify an office holder in respect of the following liabilities and expenses incurred for acts performed as an\noffice holder, either in advance of an event or following an event, provided a provision authorizing such indemnification is contained\nin its articles of association:\n\n \n\n \n●\nfinancial\nliability imposed on him or her in favor of another person pursuant to a judgment, settlement or arbitrator’s award approved\nby a court. However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance, then\nsuch an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the company’s\nactivities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors\nas reasonable under the circumstances, and such undertaking shall detail the abovementioned events and amount or criteria;\n\n \n\n \n●\nreasonable\nlitigation expenses, including attorneys’ fees, incurred by the office holder (1) as a result of an investigation or proceeding\ninstituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (i) no indictment\nwas filed against such office holder as a result of such investigation or proceeding; and (ii) no financial liability, such as a\ncriminal penalty, was imposed upon him or her as a substitute for the criminal proceeding as a result of such investigation or proceeding\nor, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent\nand (2) in connection with a monetary sanction;\n\n \n \n \n\n \n●\nreasonable\nlitigation expenses, including attorneys’ fees, incurred by the office holder or imposed by a court in proceedings instituted\nagainst him or her by the company, on its behalf or by a third-party or in connection with criminal proceedings in which the office\nholder was acquitted or as a result of a conviction for an offense that does not require proof of criminal intent; and\n\n \n \n \n\n \n●\nexpenses,\nincluding reasonable litigation expenses and legal fees, incurred by an office holder in relation to an administrative proceeding\ninstituted against such office holder, or certain compensation payments made to an injured party imposed on an office holder by an\nadministrative proceeding, pursuant to certain provisions of the Israeli Securities Law, 1968 (the “Israeli Securities Law”).\n\n \n\nAn\nIsraeli company may insure an office holder against the following liabilities incurred for acts performed as an office holder if and\nto the extent provided in the company’s articles of association:\n\n \n\n \n●\na\nbreach of the duty of loyalty to the company, to the extent that the office holder acted in good faith and had a reasonable basis\nto believe that the act would not prejudice the company;\n\n \n \n \n\n \n●\na\nbreach of the duty of care to the company or to a third-party, including a breach arising out of the negligent conduct of the office\nholder;\n\n \n \n \n\n \n●\na\nfinancial liability imposed on the office holder in favor of a third-party;\n\n \n \n \n\n \n●\na\nfinancial liability imposed on the office holder in favor of a third-party harmed by a breach in an administrative proceeding; and\n\n \n \n \n\n \n●\nexpenses,\nincluding reasonable litigation expenses and legal fees, incurred by the office holder as a result of an administrative proceeding\ninstituted against him or her pursuant to certain provisions of the Israeli Securities Law.\n\n \n\nAn\nIsraeli company may not indemnify or insure an office holder against any of the following:\n\n \n\n \n●\na\nbreach of the duty of loyalty, except to the extent that the office holder acted in good faith and had a reasonable basis to believe\nthat the act would not prejudice the company;\n\n \n \n \n\n \n●\na\nbreach of the duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the\noffice holder;\n\n \n \n \n\n \n●\nan\nact or omission committed with intent to derive illegal personal benefit; or\n\n \n \n \n\n \n●\na\nfine, monetary sanction or forfeit levied against the office holder.\n\n \n\n31\n\n \n\nUnder\nthe Companies Law, exculpation, indemnification and insurance of office holders must be approved by the compensation committee and the\nboard of directors (and, with respect to directors and the Chief Executive Officer, by shareholders).\n\n \n\nOur\narticles of association allow us to indemnify and insure our office holders for any liability imposed on them as a consequence of an\nact (including any omission) which was performed by virtue of being an office holder.\n\n \n\nIn\nthe opinion of the SEC, indemnification of directors and office holders for liabilities arising under the Securities Act, however, is\nagainst public policy and therefore unenforceable.\n\n \n\n**Remuneration\nof Directors**\n\n \n\nUnder\nthe Companies Law, remuneration of directors is subject to the approval of the compensation committee (until recently of the audit committee),\nthereafter by the board of directors and thereafter by the general meeting of the shareholders. In case the remuneration of the directors\nis in accordance with regulation applicable to remuneration of the external directors then such remuneration shall be exempt from the\napproval of the general meeting.\n\n \n\n*D.*\n*EMPLOYEES*\n\n \n\nOther\nthan Mr. Shalom, our sole officer and a member of our board of directors, we have no employees.\n\n \n\n*E.*\n*SHARE\nOWNERSHIP*\n\n \n\nThe\nfollowing table sets forth, as of the date of this annual report, the beneficial ownership of our ordinary shares by each executive officer\nand director, by each person known by us to beneficially own more than 5% of our ordinary shares and by the executive officers and directors\nas a group. As used in this table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting\nof, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition\nof, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have “beneficial ownership”\nof any security that such person has the right to acquire within 60 days after such date.\n\n \n\nExecutive Officers and Directors \nPosition \n\n**Number of**\n\n**Ordinary Shares**\n  \n\n**Percentage**\n\n**of Ordinary**\n\n**Shares**\n \n\nMenachem Shalom(1) \nCEO and Director \n 2,000,000  \n 87.64 %\n\nGad Zohar \nDirector \n 0  \n * \n\nIgal Chemerinsky \nDirector \n 0  \n * \n\n  \n  \n    \n   \n\nTotal Officers and Directors (3 people) \n  \n 2,000,000  \n \n87.64\n%\n\n \n\n*\nBeneficially owns less than one percent of the class\n\n \n\n(1)\nExcludes 10,000,000 preferred shares owned by Mr. Shalom. Each\npreferred share is convertible at any time to 100 ordinary shares.\n\n \n\nThe\npersons named above have full voting and investment power with respect to the shares indicated. Under the rules of the SEC, a person\n(or group of persons) is deemed to be a “beneficial owner” of a security if he or she, directly or indirectly, has or shares\nthe power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security.\nAccordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial\nowner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our ordinary\nshares.\n\n \n\nThe percentage of shares beneficially owned has\nbeen computed on the basis of 2,282,124 ordinary shares outstanding as of May 10, 2026.\n\n \n\nAll\nof our shareholders, including the shareholders listed below, have the same voting rights attached to their ordinary shares. See “Description\nof share capital and articles of association”. None of our principal shareholders or our directors and executive officers have\ndifferent or special voting rights with respect to their ordinary shares. Unless otherwise noted below, each shareholder’s address\nis 30 Golomb Street, Nes Ziyona, Israel.\n\n \n\n32\n\n \n\n**Share\nIncentive Plan**\n\n \n\nWe\ncurrently do not have any stock incentive plans."}