{"url_path":"/sec/hubc/10-k/2026/item-4","section_key":"item-4","section_title":"Item 4 B “Business Overview,” Item 5.B “Operating and Financial Review and Prospects—Liquidity and","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-07-17","source_url":"https://www.sec.gov/Archives/edgar/data/1905660/0001213900-26-079236-index.html","accession_number":"0001213900-26-079236","cik":"0001905660","ticker":"HUBC","issuer_name":"Hub Cyber Security Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1905660/0001213900-26-079236-index.html","primary_entity_key":"0001905660","primary_entity_name":"Hub Cyber Security Ltd."},"word_count":9465,"has_tables":true,"body_markdown":"Item 4.B “Business Overview,” Item 5.B “Operating and Financial Review and Prospects—Liquidity and\nCapital Resources,” Item 6.C “Board Practices,” Item 7.B “Related Party Transactions” and Item 19\n“Exhibits,” we are not currently, nor have we been for the two years immediately preceding the date of this Annual Report,\nparty to any material contract, other than contracts entered into in the ordinary course of business.\n\n \n\n**BST\nMerger Agreement**\n\n** **\n\nOn January 27, 2025, HUB consummated an Agreement and Plan of Merger\nwith BST, pursuant to which BST and its subsidiaries became subsidiaries of HUB. We paid a purchase price of $41.6 million for the transaction,\nwhich was accounted for as an asset acquisition. We subsequently divested four of the BST subsidiaries that were not integrated into our\nbusiness operations. As a result of the acquisition, HUB issued to BST equityholders 197 ordinary shares and pre-funded warrants to purchase\n44 ordinary shares of HUB. The exercise of the pre-funded warrants is limited to the extent that, upon exercise, the holder and its affiliates\nhold more than 4.99% of the Company’s outstanding ordinary shares. The ordinary shares issued in the transaction are also subject\nto transfer restrictions. We have not been successful in achieving the strategic plans we had for the secured data fabric business due\nto financial, development and other challenges, and as a result, as of December 31, 2025, we recorded a full impairment with respect to the technology asset acquired in the BST acquisition. During June 2026 we ceased BST’s operations, terminated BST’s main\ncommercial contract and terminated the employees of this business.\n\n** **\n\n**QPoint\nAcquisition**\n\n** **\n\nOn\nApril 3, 2024 the Company acquired for NIS 25,000,000 in cash the shares of QPoint that it did not yet own at that time, constituting\n53.5% of QPoint’s outstanding shares. Payments were agreed to be carried out in three installments as follows: (i) NIS 4,000,000\non the signing date; (ii) NIS 16,000,000 on the closing date (which was April 8, 2024); and (iii) additional NIS 5,000,000 no later than\nFebruary 10, 2025 (of which NIS 2,500,000 was already paid as of June 5, 2024). As of date of this annual report, the total amount has been fully paid.\n\n \n\n**D. Exchange\nControls**\n\n \n\nThere\nare currently no Israeli currency control restrictions on remittances of dividends on our ordinary shares, proceeds from the sale of\nthe ordinary shares or interest or other payments to non-residents of Israel, except for shareholders who are subjects of countries that\nare, have been, or will be, in a state of war with Israel.\n\n** **\n\n**E. Taxation**\n\n \n\nThe\nfollowing description is not intended to constitute a complete analysis of all tax consequences relating to the acquisition, ownership\nand disposition of our ordinary shares and warrants. You should consult your own tax advisor concerning the tax consequences of your\nparticular situation, as well as any tax consequences that may arise under the laws of any state, local, foreign or other taxing jurisdiction.\n\n** **\n\n134\n\n** **\n\n**Israeli\ntax considerations and government programs**\n\n \n\nThe\nfollowing is a brief summary of the material Israeli tax laws applicable to us, and certain Israeli Government programs that benefit\nus. This section also contains a discussion of material Israeli tax consequences concerning the ownership and disposition of our ordinary\nshares. This summary does not discuss all the aspects of Israeli tax law that may be relevant to a particular investor in light of his\nor her personal investment circumstances or to some types of investors subject to special treatment under Israeli law. Examples of such\ninvestors include residents of Israel, traders in securities, not for profit organizations, pension funds and other exempt institutional\ninvestors, partnerships and other transparent entities, individuals under the tax regime for “new immigrants” or “returning\nresidents” and other taxpayers who are subject to special tax regimes not covered in this discussion. To the extent that the discussion\nis based on new tax legislation that has not yet been subject to judicial or administrative interpretation, we cannot assure you that\nthe appropriate tax authorities or the courts will accept the views expressed in this discussion. The discussion below is subject to\nchange, including due to amendments under Israeli law or changes to the applicable judicial or administrative interpretations of Israeli\nlaw, which change could affect the tax consequences described below.\n\n \n\n*General\ncorporate tax structure in Israel*\n\n \n\nIsraeli\ncompanies are generally subject to corporate tax. Since 2018, the corporate tax rate has been 23%. However, the effective tax rate payable\nby a company that derives income from a Preferred Enterprise, a Special Preferred Enterprise, a Preferred Technology Enterprise or a\nSpecial Preferred Technology Enterprise (as discussed below) may be considerably less. Capital gains derived by an Israeli company are\ngenerally subject to the prevailing regular corporate tax rate.\n\n* *\n\n*Law\nfor the Encouragement of Industry (Taxes), 5729-1969*\n\n \n\nThe\nLaw for the Encouragement of Industry (Taxes), 5729-1969, generally referred to as the “Industry Encouragement Law,” provides\nseveral tax benefits for “Industrial Companies.” We believe that we currently qualify as an Industrial Company within the\nmeaning of the Industry Encouragement Law.\n\n \n\nThe\nIndustry Encouragement Law defines an “Industrial Company” as an Israeli resident-company, incorporated in Israel, of which\n90% or more of its income in any tax year, other than income from certain government loans, is derived from an “Industrial\nEnterprise” owned by it and located in Israel or in the “Area,” in accordance with the definition under section 3A\nof the Israeli Income Tax Ordinance (New Version) 1961 (the “Ordinance”). An “Industrial Enterprise” is defined\nas an enterprise which is held by an Industrial Company whose principal activity in a given tax year is industrial production.\n\n \n\nFollowing\nare the main tax benefits available to Industrial Companies:\n\n \n\n \n●\nAmortization\nof the cost of purchased patent, rights to use a patent, and know-how that were purchased in good faith and are used for the development\nor advancement of the Industrial Enterprise, over an eight-year period, commencing on the year in which such rights were first\nexercised;\n\n \n\n \n●\nUnder\nlimited conditions, an election to file consolidated tax returns with controlled Israeli Industrial Companies;\n\n \n\n \n●\nExpenses\nrelated to a public offering are deductible in equal amounts over three years commencing on the year of the offering.\n\n \n\n135\n\n \n\nEligibility\nfor benefits under the Industry Encouragement Law is not contingent upon approval of any governmental authority. There can be no assurance\nthat we will continue to qualify as an Industrial Company or that the benefits described above will be available in the future.\n\n  \n\n*Tax\nbenefits and grants for research and development*\n\n \n\nIsraeli\ntax law allows, under certain conditions, a tax deduction for expenditures, including capital expenditures, for the year in which\nthey are incurred. Expenditures are deemed related to scientific research and development projects, if:\n\n \n\n \n●\nThe\nexpenditures are approved by the relevant Israeli government ministry, determined by the field of research;\n\n \n\n \n●\nThe\nresearch and development must be for the promotion of the company; and\n\n \n\n \n●\nThe\nresearch and development is carried out by or on behalf of the company seeking such tax deduction.\n\n \n\nThe\namount of such deductible expenses is reduced by the sum of any funds received through government grants for the finance of such scientific\nresearch and development projects. No deduction under these research and development deduction rules is allowed if such deduction\nis related to an expense invested in an asset depreciable under the general depreciation rules of the Ordinance. Expenditures that\nare unqualified under the conditions above are deductible in equal amounts over three years.\n\n \n\nFrom\ntime to time we may apply to the Israel Innovation Authority for approval to allow a tax deduction for all or most of research and development\nexpenses during the year incurred. There can be no assurance that such application will be accepted. If we will not be able to deduct\nresearch and development expenses during the year of the payment, we will be able to deduct research and development expenses during\na period of three years commencing in the year of the payment of such expenses.\n\n* *\n\n*Law\nfor the Encouragement of Capital Investments 5719-1959*\n\n \n\nThe\nLaw for the Encouragement of Capital Investments, 5719-1959, generally referred to as the “Investment Law,” provides certain\nincentives for capital investments in production facilities (or other eligible assets).\n\n \n\nThe\nInvestment Law was significantly amended effective as of April 1, 2005 (the “2005 Amendment”), as of January 1,\n2011 (the “2011 Amendment”) and as of January 1, 2017 (the “2017 Amendment”). Pursuant to the 2005 Amendment,\ntax benefits granted in accordance with the provisions of the Investment Law prior to its revision by the 2005 Amendment remain in force\nbut any benefits granted subsequently are subject to the provisions of the amended Investment Law. Similarly, the 2011 Amendment introduced\nnew benefits to replace those granted in accordance with the provisions of the Investment Law in effect prior to the 2011 Amendment.\nHowever, companies entitled to benefits under the Investment Law as in effect prior to January 1, 2011 were entitled to choose to\ncontinue to enjoy such benefits, provided that certain conditions are met, or elect instead, irrevocably, to forego such benefits and\nhave the benefits of the 2011 Amendment apply. The 2017 Amendment introduces new benefits for Technological Enterprises, alongside the\nexisting tax benefits.\n\n* *\n\n136\n\n* *\n\n*Tax\nbenefits under the 2011 amendment*\n\n \n\nThe\n2011 Amendment canceled the availability of the benefits granted to Industrial Companies under the Investment Law prior to 2011 and,\ninstead, introduced new benefits for income generated by a “Preferred Company” through its “Preferred Enterprise”\n(as such terms are defined in the Investment Law) as of January 1, 2011. The definition of a Preferred Company includes a company\nincorporated in Israel that is not fully owned by a governmental entity, and that has, among other things, Preferred Enterprise status\nand is controlled and managed from Israel. Pursuant to the 2011 Amendment, a Preferred Company is entitled to a reduced corporate tax\nrate of 15% with respect to its income derived by its Preferred Enterprise in 2011 and 2012, unless the Preferred Enterprise is located\nin a specified development zone, in which case the rate will be 10%. Under the 2011 Amendment, such corporate tax rate was reduced from\n15% and 10%, respectively, to 12.5% and 7%, respectively, in 2013, and was increased to 16% and 9% respectively. Pursuant to the 2017\nAmendment, in 2017 and thereafter, the corporate tax rate for a Preferred Enterprise remained 16%, while the reduced rate for a specified\ndevelopment zone was decreased to 7.5%. Income derived by a Preferred Company from a “Special Preferred Enterprise” (as such\nterm is defined in the Investment Law) would be entitled, during a benefits period of 10 years, to further reduced tax rates of\n8%, or 5% if the Special Preferred Enterprise is located in a specified development zone. Since January 1, 2017, the definition for “Special\nPreferred Enterprise” includes less stringent conditions.\n\n  \n\nDividends\ndistributed from income which is attributed to a “Preferred Enterprise” during 2014 and thereafter will be subject to withholding\ntax at source at the following rates: (i) Israeli resident corporations-0%, (although, if such dividends are subsequently\ndistributed to individuals or a non-Israeli company the below rates detailed in sub sections (ii) and (iii) shall\napply) (ii) Israeli resident individuals-20% (iii) non-Israeli residents (individuals and corporations)-\n25% or 30%, and subject to the receipt in advance of a valid certificate from the Israel Tax Authority (“ITA”) allowing for\na reduced tax rate—20%, or a reduced tax rate under the provisions of any applicable double tax treaty.\n\n \n\nWe\ncurrently do not benefit from the 2011 Amendment.\n\n* *\n\n*New\ntax benefits under the 2017 amendment that became effective on January 1, 2017*\n\n \n\nThe\n2017 Amendment provides that a technology company satisfying certain conditions will qualify as a “Preferred Technology Enterprise”\nand will thereby enjoy a reduced corporate tax rate of 12% on income that qualifies as “Preferred Technology Income,” as\ndefined in the Investment Law. The tax rate is further reduced to 7.5% for a Preferred Technology Enterprise located in development zone\n“A.” In addition, a Preferred Technology Company will enjoy a reduced corporate tax rate of 12% on capital gain derived from\nthe sale of certain “Benefitted Intangible Assets” (as defined in the Investment Law) to a related foreign company if the\nBenefitted Intangible Assets were acquired from a foreign company after January 1, 2017 for at least NIS 200 million, and the\nsale receives prior approval from the Israel Innovation Authority. The 2017 Amendment further provides that a technology company satisfying\ncertain conditions (group consolidated revenues of at least NIS 10 billion) will qualify as a “Special Preferred Technology Enterprise”\nand will thereby enjoy a reduced corporate tax rate of 6% on “Preferred Technology Income” regardless of the company’s\ngeographic location within Israel. In addition, a Special Preferred Technology Enterprise will enjoy a reduced corporate tax rate of\n6% on capital gain derived from the sale of certain “Benefitted Intangible Assets” to a related foreign company if the Benefitted\nIntangible Assets were either developed by the Special Preferred Enterprise or acquired from a foreign company after January 1,\n2017, and the sale received prior approval from the Israel Innovation Authority. A Special Preferred Technology Enterprise that acquires\nBenefitted Intangible Assets from a foreign company for more than NIS 500 million will be eligible for these benefits for at least\nten years, subject to certain approvals as specified in the Investment Law.\n\n \n\n137\n\n \n\nDividends\ndistributed to Israeli shareholders by a Preferred Technology Enterprise or a Special Preferred Technology Enterprise, paid out of Preferred\nTechnology Income, are generally subject to withholding tax at source at the rate of 20% (in the case of non-Israeli shareholders—subject\nto the receipt in advance of a valid certificate from the ITA allowing for a reduced tax rate, 20% or such lower rate as may be provided\nin an applicable tax treaty). However, if such dividends are paid to an Israeli company, no tax is required to be withheld (although,\nif such dividends are subsequently distributed to individuals or a non-Israeli company, the aforesaid will apply). If such\ndividends are distributed to a foreign company that holds solely or together with other foreign companies 90% or more in the Israeli\ncompany and other conditions are met, the withholding tax rate will be 4%, or such lower rate as may be provided in an applicable tax\ntreaty. \n\n \n\nWe\nbelieve that we may be eligible to the tax benefits under the 2017 Amendment. It should be noted that the proportion of income that may\nbe considered Preferred Technology Income and enjoy the tax benefits described above, should be calculated according to the Nexus Formula,\nwhich is based on the proportion as that of qualifying research and development expenditures in the IP compared to overall research and\ndevelopment expenditures.\n\n \n\n**Taxation\nof our shareholders**\n\n* *\n\n*Capital\ngains taxes applicable to non-Israeli resident shareholders*\n\n \n\nA non-Israeli resident\nwho derives capital gains from the sale of shares in an Israeli resident company that were purchased after the company was listed for\ntrading on a stock exchange outside of Israel, should be exempt from Israeli tax unless, among others, the shares were held through a\npermanent establishment that the non-resident maintains in Israel. If not exempt, a non-Israeli resident shareholder\nwould generally be subject to tax on capital gain at the ordinary corporate tax rate (23% in 2026), if generated by a company, or at\nthe rate of 25%, if generated by an individual, or 30%, if generated by an individual who is a “substantial shareholder”\n(as defined under the Ordinance), at the time of sale or at any time during the preceding 12-month period (or if the shareholder\nclaims a deduction for interest and linkage differences expenses in connection with the purchase and holding of such shares). A “substantial\nshareholder” is generally a person who alone or together with such person’s relative or another person who collaborates with\nsuch person on a permanent basis, holds, directly or indirectly, at least 10% of any of the “means of control” of the corporation.\n“Means of control” generally include, among others, the right to vote, receive profits, nominate a director or an executive\nofficer, receive assets upon liquidation, or order someone who holds any of the aforesaid rights how to act, regardless of the source\nof such right. Individual and corporate shareholders dealing in securities in Israel are taxed at the tax rates applicable to business\nincome (a corporate tax rate for a corporation (23% in 2025 and 2026) and a marginal tax rate of up to 47% for an individual in 2026,\nnot including surtax), unless contrary provisions in a relevant tax treaty apply. Non-Israeli corporations will not be entitled\nto the foregoing exemption if Israeli residents: (i) have a controlling interest more than 25% in such non-Israeli corporation\nor (ii) are the beneficiaries of, or are entitled to, 25% or more of the revenues or profits of such non-Israeli corporation,\nwhether directly or indirectly. In addition, such exemption is not applicable to a person whose gains from selling or otherwise disposing\nof the shares are deemed to be business income.\n\n \n\nAdditionally,\na sale of securities by a non-Israeli resident may be exempt from Israeli capital gains tax under the provisions of an applicable\ntax treaty. For example, under Convention Between the Government of the United States of America and the Government of the State of Israel\nwith Respect to Taxes on Income, as amended (the “United States-Israel Tax Treaty”), the sale, exchange or other disposition\nof shares by a shareholder who is a United States resident (for purposes of the treaty) holding the shares as a capital asset and is\nentitled to claim the benefits afforded to such a resident by the United States Israel Tax Treaty (a “Treaty U.S. Resident”)\nis generally exempt from Israeli capital gains tax unless: (i) the capital gain arising from such sale, exchange or disposition\nis attributed to real estate located in Israel; (ii) the capital gain arising from such sale, exchange or disposition is attributed\nto royalties; (iii) the capital gain arising from the such sale, exchange or disposition is attributed to a permanent establishment\nin Israel, under certain terms; (iv) such Treaty U.S. Resident holds, directly or indirectly, shares representing 10% or more of\nthe voting capital during any part of the 12 month period preceding the disposition, subject to certain conditions; or (v) such\nTreaty U.S. Resident is an individual and was present in Israel for 183 days or more during the relevant taxable year. In each\ncase, the sale, exchange or disposition of our ordinary shares would be subject to Israeli tax, to the extent applicable; however, under\nthe United States-Israel Tax Treaty, the taxpayer may be permitted to claim a credit for such taxes against the U.S. federal income tax\nimposed with respect to such sale, exchange or disposition, subject to the limitations under U.S. law applicable to foreign tax credits.\nThe United States-Israel Tax Treaty does not provide such credit against any U.S. state or local taxes.\n\n \n\n138\n\n \n\nIn\nsome instances where our shareholders may be liable for Israeli tax on the sale of their ordinary shares, the payment of the consideration\nmay be subject to the withholding of Israeli tax at source. Shareholders may be required to demonstrate that they are exempt from tax\non their capital gains in order to avoid withholding at source at the time of sale (i.e., resident certificate or other documentation).\nSpecifically, in transactions involving a sale of all of the shares of an Israeli resident company, in the form of a merger or otherwise,\nthe ITA may require from shareholders who are not liable for Israeli tax to sign declarations in forms specified by this authority or\nobtain a specific exemption from the ITA to confirm their status as non-Israeli tax residents, and, in the absence of such\ndeclarations or exemptions, may require the purchaser of the shares to withhold taxes at source.\n\n* *\n\nA non-Israeli resident\nwho realizes capital gains derived from the sale of our ordinary shares from which tax was withheld is generally exempt from the obligation\nto file tax returns in Israel with respect to such income, provided that (i) such income was not generated from business conducted\nin Israel by the taxpayer, (ii) the taxpayer has no other taxable sources of income in Israel with respect to which a tax return\nis required to be filed, and (iii) the taxpayer is not obligated to pay surtax (as further explained below).\n\n \n\n*Taxation\nof non-Israeli shareholders on receipt of dividends*\n\n \n\nNon-Israeli residents\n(either individuals or corporations) are generally subject to Israeli income tax on the receipt of dividends paid on our ordinary shares\nat the rate of 25%, which tax will be withheld at source, unless a lower tax rate is provided in an applicable treaty between Israel\nand the shareholder’s country of residence (subject to the receipt in advance of a valid certificate from the ITA allowing for\na reduced tax rate). With respect to a person who is a “substantial shareholder” at the time of receiving the dividend or\non any time during the preceding twelve months, the applicable tax rate is 30%. Such dividends are generally subject to Israeli\nwithholding tax at a rate of 25% so long as the shares are registered with a nominee company (as such term is used in the Israeli Securities\nLaw), whether the recipient is a substantial shareholder or not, and, subject to the receipt in advance of a valid certificate from the\nITA allowing for a reduced tax rate, 20% if the dividend is distributed from income attributed to a Preferred Enterprise or Preferred\nTechnology Enterprise or such lower rate as may be provided in an applicable tax treaty. For example, under the United States-Israel\nTax Treaty, the maximum rate of tax withheld at source in Israel on dividends paid to a holder of our ordinary shares who is a Treaty\nU.S. Resident is 25%. However, generally, the maximum rate of withholding tax on dividends, not generated by a Preferred Enterprise or\na Preferred Technology Enterprise, that are paid to a United States corporation holding 10% or more of the outstanding voting capital\nthroughout the tax year in which the dividend is distributed as well as during the previous tax year, is 12.5%, provided that\nnot more than 25% of the gross income for such preceding year consists of certain types of dividends and interest. If dividends\nare distributed from income attributed to a Preferred Enterprise or a Preferred Technological Enterprise and the foregoing conditions\nare met, such dividends are subject to a withholding tax rate of 15% for a shareholder that is a United States corporation. The aforementioned\nrates under the United States-Israel Tax Treaty would not apply if the dividend income is derived through a permanent establishment of\nthe Treaty U.S. resident in Israel. If the dividend is attributable partly to income derived from a Preferred Enterprise, or a Preferred\nTechnology Enterprise, and partly to other sources of income, the withholding rate will be a blended rate reflecting the relative portions\nof the two types of income. We cannot assure you that we will designate the profits that we may distribute in a way that will reduce\nshareholders’ tax liability.\n\n \n\nA non-Israeli resident\nwho receives dividends from which tax was withheld is generally exempt from the obligation to file tax returns in Israel with respect\nto such income, provided that (i) such income was not generated from business conducted in Israel by the taxpayer, (ii) the\ntaxpayer has no other taxable sources of income in Israel with respect to which a tax return is required to be filed, and (iii) the\ntaxpayer is not obligated to pay surtax (as further explained below).\n\n* *\n\n139\n\n* *\n\n*Surtax*\n\n \n\nSubject\nto the provisions of an applicable tax treaty, individuals who are subject to tax in Israel (whether any such individual is an Israeli\nresident or non-Israeli resident) are also subject to (i) an additional tax at a rate of 3% on annual income (including, but not limited\nto, dividends, interest and capital gain) exceeding NIS 721,560 for 2025 through 2027, which amount will be updated annually starting\nJanuary 1, 2028, based on the changes to the Israeli consumer price index (the “Threshold Amount”), and (ii) an additional\ntax at a rate of 2% on annual “Capital Income” (including capital gains, dividends, and interest, other than income according\nto Section 2(1) or 2(2) of the Ordinance or income from personal exertion) exceeding the Threshold Amount.\n\n* *\n\n*Estate\nand gift tax*\n\n \n\nIsraeli\nlaw presently does not impose estate or gift taxes.\n\n** **\n\n**Certain\nMaterial U.S. Federal Income Tax Considerations**\n\n \n\nThe\nfollowing is a description of certain material U.S. federal income tax consequences of the acquisition, ownership and disposition\nof our ordinary shares and warrants. This description addresses only the U.S. federal income tax consequences to U.S. Holders\n(as defined below) that hold our ordinary shares or warrants as capital assets within the meaning of Section 1221 of the Code, and\nthat have the U.S. dollar as their functional currency. This discussion is based upon the Code, applicable U.S. Treasury regulations,\nadministrative pronouncements and judicial decisions, in each case as in effect on the date hereof, all of which are subject to change\n(possibly with retroactive effect). No ruling has been or will be requested from the IRS regarding the tax consequences of the acquisition,\nownership or disposition of the ordinary shares and warrants, and there can be no assurance that the IRS will agree with the discussion\nset out below. This summary does not address any U.S. tax consequences other than U.S. federal income tax consequences (e.g.,\nthe estate and gift tax, the alternative minimum tax or the Medicare tax on net investment income) and does not address any state, local\nor non-U.S. tax consequences.\n\n \n\nThis\ndescription does not address tax considerations applicable to holders that may be subject to special tax rules, including, without limitation:\n\n \n\n \n●\nbanks,\nfinancial institutions or insurance companies;\n\n \n\n \n●\nreal\nestate investment trusts or regulated investment companies;\n\n \n\n \n●\ndealers\nor brokers;\n\n \n\n \n●\ntraders\nthat elect to mark to market;\n\n \n\n \n●\ntax\nexempt entities or organizations;\n\n \n\n \n●\n“individual\nretirement accounts” and other tax deferred accounts;\n\n \n\n \n●\ncertain\nformer citizens or long term residents of the United States;\n\n \n\n \n●\npersons\nthat are resident or ordinarily resident in or have a permanent establishment in a jurisdiction outside the United States;\n\n \n\n140\n\n \n\n \n●\ngrantor\ntrusts;\n\n \n\n \n●\npersons\nthat acquired our ordinary shares pursuant to the exercise of any employee share option or otherwise as compensation for the performance\nof services;\n\n \n\n \n●\npersons\nholding our ordinary shares or warrants as part of a “hedging,” “integrated” or “conversion”\ntransaction or as a position in a “straddle” for U.S. federal income tax purposes;\n\n \n\n \n●\npartnerships\nor other pass through entities and persons holding ordinary shares or warrants through partnerships or other pass through entities;\nor\n\n \n\n \n●\nholders\nthat own directly, indirectly or through attribution 5% or more of the total voting power or value of all of our outstanding shares.\n\n \n\nFor\npurposes of this description, a “U.S. Holder” is a beneficial owner of our ordinary shares or warrants that, for U.S. federal\nincome tax purposes, is:\n\n \n\n \n●\nan\nindividual who is a citizen or resident of the United States;\n\n \n\n \n●\na\ncorporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under\nthe laws of the United States or any state thereof, including the District of Columbia;\n\n \n\n \n●\nan\nestate the income of which is subject to U.S. federal income taxation regardless of its source; or\n\n \n\n \n●\na\ntrust if such trust has validly elected to be treated as a United States person for U.S. federal income tax purposes or if (1)\na court within the United States is able to exercise primary supervision over its administration and (2) one or more United States\npersons have the authority to control all of the substantial decisions of such trust.\n\n \n\nIf\na partnership (or any other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our ordinary\nshares or warrants, the tax treatment of a partner in such partnership will generally depend on the status of the partner and the activities\nof the partnership. Such a partner or partnership should consult its tax advisor as to the particular U.S. federal income tax consequences\nof acquiring, owning and disposing of our ordinary shares or warrants in its particular circumstance.\n\n \n\nYou\nshould consult your tax advisor with respect to the U.S. federal, state, local and foreign tax consequences of acquiring, owning\nand disposing of our ordinary shares and warrants.\n\n \n\n141\n\n \n\n**Distributions\non Ordinary Shares**\n\n** **\n\nSubject\nto the discussion below under “—*Passive Foreign Investment Company Rules*,” if we make distributions of cash\nor property on the ordinary shares, the gross amount of such distributions (including any amount of foreign taxes withheld) will be treated\nfor U.S. federal income tax purposes first as a dividend to the extent of our current and accumulated earnings and profits (as determined\nfor U.S. federal income tax purposes), and then as a tax-free return of capital to the extent of the U.S. Holder’s tax\nbasis, with any excess treated as capital gain from the sale or exchange of the shares. If we do not provide calculations of our earnings\nand profits under U.S. federal income tax principles, a U.S. Holder should expect all cash distributions to be reported as\ndividends for U.S. federal income tax purposes. Dividends paid with respect to our ordinary shares will not be eligible for the\n“dividends-received” deduction generally allowed to corporate U.S. Holders in respect of dividends received from U.S. corporations.\n\n \n\nSubject\nto the discussion below under “—*Passive Foreign Investment Company Rules*,” dividends received by certain non-corporate\nU.S. Holders (including individuals) may be “qualified dividend income,” which is taxed at the lower applicable capital\ngains rate, provided that:\n\n \n\n \n●\neither\n(a) the shares are readily tradable on an established securities market in the United States, or (b) we are eligible for the\nbenefits of a qualifying income tax treaty with the United States that includes an exchange of information program;\n\n \n\n \n●\nwe\nare neither a PFIC (as discussed below under below under “—*Passive Foreign Investment Company Rules*”) nor\ntreated as such with respect to the U.S. Holder for the taxable year in which the dividend is paid or the preceding taxable\nyear;\n\n \n\n \n●\nthe\nU.S. Holder satisfies certain holding period requirements; and\n\n \n\n \n●\nthe\nU.S. Holder is not under an obligation to make related payments with respect to positions in substantially similar or related\nproperty.\n\n \n\nThere\ncan be no assurances that we will be eligible for benefits of an applicable comprehensive income tax treaty between the United States\nand Israel (the “Treaty”). In addition, there also can be no assurance that the ordinary shares will be considered\n“readily tradable” on an established securities market in the United States in accordance with applicable legal authorities.\nFurthermore, we will not constitute a “qualified foreign corporation” for purposes of these rules if we are a PFIC for the\ntaxable year in which we pay a dividend or for the preceding taxable year. See “—*Passive Foreign Investment Company Rules.*”\nU.S. Holders should consult their own tax advisors regarding the availability of the lower rate for dividends paid with respect\nto the ordinary shares.\n\n \n\nSubject\nto certain complex conditions and limitations, Israeli taxes withheld on any distributions on our ordinary shares and not refundable\nto a U.S. Holder may be eligible for credit against the U.S. Holder’s federal income tax liability or, at such holder’s election,\nmay be eligible for a deduction in computing such holder’s U.S. federal income tax liability. However, as a result of recent changes\nto the U.S. foreign tax credit rules, a withholding tax generally may need to satisfy certain additional requirements in order to be\nconsidered a creditable tax for a U.S. Holder. We have not determined whether these requirements have been met and, accordingly, no assurance\ncan be given that any withholding tax on dividends paid by us will be creditable. The election to deduct, rather than credit, foreign\ntaxes, is made on a year-by-year basis and applies to all foreign taxes paid by a U.S. Holder or withheld from a U.S. Holder that year.\nSubject to certain exceptions, dividends on the ordinary shares will generally constitute foreign source income for foreign tax credit\nlimitation purposes. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of\nincome. For this purpose, dividends distributed by us with respect to the ordinary shares generally should constitute “passive\ncategory income” but could, in the case of certain U.S. Holders, constitute “general category income.” The rules\nrelating to the determination of the foreign tax credit are complex, and U.S. Holders should consult their tax advisor to determine whether\nand to what extent such holder will be entitled to this credit.\n\n \n\n142\n\n \n\n**Sale,\nExchange, Redemption or Other Taxable Disposition of Ordinary Shares and Warrants.**\n\n** **\n\nSubject\nto the discussion below under “—*Passive Foreign Investment Company Rules*,” a U.S. Holder generally will\nrecognize gain or loss on any sale, exchange, redemption or other taxable disposition of ordinary shares or warrants in an amount equal\nto the difference between (i) the amount realized on the disposition and (ii) such U.S. Holder’s adjusted tax basis in such\nordinary shares and/or warrants. Any gain or loss recognized by a U.S. Holder on a taxable disposition of ordinary shares or warrants\ngenerally will be capital gain or loss. A non-corporate U.S. Holder, including an individual, who has held the ordinary shares and/or\nwarrants for more than one year generally will be eligible for reduced tax rates for such long-term capital gains. The deductibility\nof capital losses is subject to limitations.\n\n \n\nAny\nsuch gain or loss recognized generally will be treated as U.S. source gain or loss for U.S. foreign tax credit purposes, subject\nto certain possible exceptions under the Treaty. U.S. Holders are urged to consult their own tax advisor regarding the ability to\nclaim a foreign tax credit and the application of the Treaty to such U.S. Holder’s particular circumstances.\n\n \n\n**Exercise\nor Lapse of a Warrant**\n\n** **\n\nExcept\nas discussed below with respect to the cashless exercise of a warrant, a U.S. Holder generally will not recognize gain or loss upon\nthe acquisition of an ordinary share on the exercise of a warrant for cash. A U.S. Holder’s tax basis in ordinary shares received\nupon exercise of the warrant generally should be an amount equal to the sum of the U.S. Holder’s tax basis in the warrant\nreceived therefore and the exercise price. The U.S. Holder’s holding period for an ordinary share received upon exercise of\nthe warrant will begin on the date following the date of exercise (or possibly the date of exercise) of the warrant and will not include\nthe period during which the U.S. Holder held the warrant. If a warrant is allowed to lapse unexercised, a U.S. Holder that\nhas otherwise received no proceeds with respect to such warrant generally will recognize a capital loss equal to such U.S. Holder’s\ntax basis in the warrant.\n\n \n\nThe\ntax consequences of a cashless exercise of a warrant are not clear under current U.S. federal income tax law. A cashless exercise\nmay be tax-deferred, either because the exercise is not a realization event or because the exercise is treated as a recapitalization\nfor U.S. federal income tax purposes. In either situation, a U.S. Holder’s basis in the ordinary shares received would\nequal the U.S. Holder’s basis in the warrants exercised therefore. If the cashless exercise is not treated as a realization\nevent, a U.S. Holder’s holding period in the ordinary shares would be treated as commencing on the date following the date\nof exercise (or possibly the date of exercise) of the warrants. If the cashless exercise were treated as a recapitalization, the holding\nperiod of the ordinary shares would include the holding period of the warrants exercised therefore.\n\n \n\nIt\nis also possible that a cashless exercise of a warrant could be treated in part as a taxable exchange in which gain or loss would be\nrecognized in the manner set forth above under “—Sale, Exchange, Redemption or Other Taxable Disposition of Ordinary Shares\nand Warrants.” In such event, a U.S. Holder could be deemed to have surrendered warrants equal to the number of ordinary shares\nhaving an aggregate fair market value equal to the exercise price for the total number of warrants to be exercised. The U.S. Holder\nwould recognize capital gain or loss in an amount generally equal to the difference between (i) the fair market value of the warrants\ndeemed surrendered and (ii) the U.S. Holder’s tax basis in such warrants deemed surrendered. In this case, a U.S. Holder’s\ntax basis in the ordinary shares received would equal the sum of (i) U.S. Holder’s tax basis in the warrants deemed exercised\nand (ii) the exercise price of such warrants. A U.S. Holder’s holding period for the ordinary shares received in such case\ngenerally would commence on the date following the date of exercise (or possibly the date of exercise) of the warrants.\n\n \n\nDue\nto the absence of authority on the U.S. federal income tax treatment of a cashless exercise of warrants, there can be no assurance\nwhich, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law.\nAccordingly, U.S. Holders should consult their own tax advisors regarding the tax consequences of a cashless exercise of warrants.\n\n \n\n143\n\n \n\n**Possible\nConstructive Distributions**\n\n** **\n\nThe\nterms of each warrant provide for an adjustment to the number of ordinary shares for which the warrant may be exercised or to the exercise\nprice of the warrant in certain events. An adjustment which has the effect of preventing dilution generally is not taxable. A U.S. Holder\nof a warrant would, however, be treated as receiving a constructive distribution from us if, for example, the adjustment increases the\nholder’s proportionate interest in our assets or earnings and profits (for instance, through an increase in the number of ordinary\nshares that would be obtained upon exercise of such warrant) as a result of a distribution of cash or other property such as other securities\nto the holders of the ordinary shares which is taxable to the U.S. Holders of such shares as described under “—Distributions\non Ordinary Shares” above. Such constructive distribution would be subject to tax as described under that section in the same\nmanner as if the U.S. Holder of such warrant received a cash distribution from us equal to the fair market value of such increased\ninterest.\n\n \n\n**Passive\nForeign Investment Company Rules**\n\n** **\n\nThe\ntreatment of U.S. Holders of the ordinary shares or warrants could be materially different from that described above, if we are\ntreated as a PFIC for U.S. federal income tax purposes. A non-U.S. entity treated as a corporation for U.S. federal income\ntax purposes generally will be a PFIC for U.S. federal income tax purposes for any taxable year if either:\n\n \n\n \n●\nat\nleast 75% of its gross income for such year is passive income; or\n\n \n\n \n●\nat\nleast 50% of the value of its assets (generally based on an average of the quarterly values of the assets) during such year is attributable\nto assets that produce passive income or are held for the production of passive income.\n\n \n\nFor\nthis purpose, we will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of\nany other entity treated as a corporation for U.S. federal income tax purposes in which we owns, directly or indirectly, 25% or\nmore (by value) of the stock.\n\n \n\nWe\nbelieve we were not a PFIC in 2025. Based on the current and anticipated composition of our and our subsidiaries’ income, assets\nand operations, there is a risk that we may be treated as a PFIC for future taxable years. However, there can be no assurances in\nthis regard, nor can there be any assurances with respect to our status as a PFIC in any future taxable year. Moreover, the application\nof the PFIC rules is subject to uncertainty in several respects, and we can make no assurances that the IRS will not take a contrary\nposition or that a court will not sustain such a challenge by the IRS.\n\n \n\nWhether\nwe are or any of our subsidiaries is treated as a PFIC is determined on an annual basis. The determination of whether we are or any of\nour subsidiaries is a PFIC is a factual determination that depends on, among other things, the composition of our income and assets,\nand the market value of our and our subsidiaries’ shares and assets. Changes in the composition of our or any of our subsidiaries’\nincome or composition of our or any of our subsidiaries’ assets may cause us to be or become a PFIC for the current or subsequent\ntaxable years. Moreover, the value of our assets (including unbooked goodwill) for purposes of the PFIC determination may be determined\nby reference to our market capitalization, which could fluctuate significantly.\n\n \n\nUnder\nthe PFIC rules, if we were considered a PFIC at any time that a U.S. Holder owns ordinary shares or warrants, we would continue\nto be treated as a PFIC with respect to such investment unless (i) we ceased to be a PFIC and (ii) the U.S. Holder made a “deemed\nsale” election under the PFIC rules. If such election is made, a U.S. Holder will be deemed to have sold its ordinary shares\nor warrants at their fair market value on the last day of the last taxable year in which we are classified as a PFIC, and any gain from\nsuch deemed sale would be subject to the consequences described below. After the deemed sale election, the ordinary shares or warrants\nwith respect to which the deemed sale election was made will not be treated as shares in a PFIC unless we subsequently become a PFIC.\n\n \n\n144\n\n \n\nFor\neach taxable year that we are treated as a PFIC with respect to a U.S. Holder’s ordinary shares or warrants, the U.S. Holder\nwill be subject to special tax rules with respect to any “excess distribution” (as defined below) received and any gain realized\nfrom a sale or disposition (including a pledge) of its ordinary shares (collectively the “Excess Distribution Rules”), unless\nthe U.S. Holder makes a valid QEF election or mark-to-market election as discussed below. Distributions received by a U.S. Holder\nin a taxable year that are greater than 125% of the average annual distributions received during the shorter of the three preceding taxable\nyears or the U.S. Holder’s holding period for the ordinary shares will be treated as excess distributions. Under these special\ntax rules:\n\n \n\n \n●\nthe\nexcess distribution or gain will be allocated ratably over the U.S. Holder’s holding period for the ordinary shares;\n\n \n\n \n●\nthe\namount allocated to the current taxable year, and any taxable years in the U.S. Holder’s holding period prior to the first\ntaxable year in which we are a PFIC, will be treated as ordinary income; and\n\n \n\n \n●\nthe\namount allocated to each other taxable year will be subject to the highest tax rate in effect for individuals or corporations, as\napplicable, for each such year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting\ntax attributable to each such year.\n\n \n\nUnder\nthe Excess Distribution Rules, the tax liability for amounts allocated to taxable years prior to the year of disposition or excess distribution\ncannot be offset by any net operating losses, and gains (but not losses) realized on the sale of the ordinary shares or warrants cannot\nbe treated as capital gains, even though the U.S. Holder holds the ordinary shares or warrants as capital assets.\n\n \n\nCertain\nof the PFIC rules may impact U.S. Holders with respect to equity interests in subsidiaries and other entities which we may hold,\ndirectly or indirectly, that are PFICs (collectively, “Lower-Tier PFICs”). There can be no assurance, however, that we do\nnot own, or will not in the future acquire, an interest in a subsidiary or other entity that is or would be treated as a Lower-Tier PFIC.\nU.S. Holders should consult their own tax advisors regarding the application of the PFIC rules to any of our subsidiaries.\n\n \n\nIf\nwe are a PFIC, a U.S. Holder of ordinary shares (but not warrants) may avoid taxation under the Excess Distribution Rules described\nabove by making a “qualified electing fund” (“QEF”) election. However, a U.S. Holder may make a QEF election\nwith respect to its ordinary shares only if we provide U.S. Holders on an annual basis with certain financial information specified\nunder applicable U.S. Treasury regulations. There can be no assurance that we will have timely knowledge of our status as a PFIC\nin the future or that we will timely provide U.S. Holders with the required information on an annual basis to allow U.S. Holders to make\na QEF election with respect to our ordinary shares in the event we are treated as a PFIC for any taxable year. The failure to provide\nsuch information on an annual basis could prevent a U.S. Holder from making a QEF election or result in the invalidation or termination\nof a U.S. Holder’s prior QEF election. In addition, U.S. Holders of warrants will not be able to make a QEF election\nwith respect to their warrants.\n\n \n\nIn\nthe event we are a PFIC, a U.S. Holder that makes a QEF election with respect to its ordinary shares would generally be required\nto include in income for each year that we are treated as a PFIC the U.S. Holder’s pro rata share of our ordinary earnings\nfor the year (which would be subject to tax as ordinary income) and net capital gains for the year (which would be subject to tax at\nthe rates applicable to long-term capital gains), without regard to the amount of any distributions made in respect of the ordinary shares.\nAny net deficits or net capital losses of ours for a taxable year would not be passed through and included on the tax return of the U.S. Holder,\nhowever. A U.S. Holder’s basis in the ordinary shares would be increased by the amount of income inclusions under the qualified\nelecting fund rules. Dividends actually paid on the ordinary shares generally would not be subject to U.S. federal income tax to\nthe extent of prior income inclusions and would reduce the U.S. Holder’s basis in the ordinary shares by a corresponding amount.\n\n \n\n145\n\n \n\nIf\nwe own any interests in a Lower-Tier PFIC, a U.S. Holder generally must make a separate QEF election for each Lower-Tier PFIC, subject\nto us providing the relevant tax information for each Lower-Tier PFIC on an annual basis.\n\n \n\nIf\na U.S. Holder does not make a QEF election (or a mark-to-market election, as discussed below) effective from the first taxable year\nof a U.S. Holder’s holding period for the ordinary shares in which we are a PFIC, then the ordinary shares will generally\ncontinue to be treated as an interest in a PFIC, and the U.S. Holder generally will remain subject to the Excess Distribution Rules.\nA U.S. Holder that first makes a QEF election in a later year may avoid the continued application of the Excess Distribution Rules\nto its ordinary shares by making a “deemed sale” election. In that case, the U.S. Holder will be deemed to have sold\nthe ordinary shares at their fair market value on the first day of the taxable year in which the QEF election becomes effective, and\nany gain from such deemed sale would be subject to the Excess Distribution Rules described above. A U.S. Holder that is eligible\nto make a QEF election with respect to its ordinary shares generally may do so by providing the appropriate information to the IRS in\nthe U.S. Holder’s timely filed tax return for the year in which the election becomes effective.\n\n \n\nU.S. Holders\nshould consult their own tax advisors as to the availability and desirability of a QEF election.\n\n \n\nAlternatively,\na U.S. Holder of “marketable stock” (as defined below) may make a mark-to-market election for its ordinary shares to\nelect out of the Excess Distribution Rules discussed above if we are treated as a PFIC. If a U.S. Holder makes a mark-to-market\nelection with respect to its ordinary shares, such U.S. Holder will include in income for each year that we are treated as a PFIC\nwith respect to such ordinary shares an amount equal to the excess, if any, of the fair market value of the ordinary shares as of the\nclose of the U.S. Holder’s taxable year over the adjusted basis in the ordinary shares. A U.S. Holder will be allowed\na deduction for the excess, if any, of the adjusted basis of the ordinary shares over their fair market value as of the close of the\ntaxable year. However, deductions will be allowed only to the extent of any net mark-to-market gains on the ordinary shares included\nin the U.S. Holder’s income for prior taxable years. Amounts included in income under a mark-to-market election, as well as\ngain on the actual sale or other disposition of the ordinary shares, will be treated as ordinary income. Ordinary loss treatment will\nalso apply to the deductible portion of any mark-to-market loss on the ordinary shares, as well as to any loss realized on the actual\nsale or disposition of the ordinary shares, to the extent the amount of such loss does not exceed the net mark-to-market gains for such\nordinary shares previously included in income. A U.S. Holder’s basis in the ordinary shares will be adjusted to reflect any\nmark-to-market income or loss. If a U.S. Holder makes a mark-to-market election, any distributions we make would generally be subject\nto the rules discussed above under “*—Distributions on Ordinary Shares*,” except the lower rates applicable to\nqualified dividend income would not apply. U.S. Holders of warrants will not be able to make a mark-to-market election with respect\nto their warrants.\n\n \n\nThe\nmark-to-market election is available only for “marketable stock,” which is stock that is regularly traded on a qualified\nexchange or other market, as defined in applicable U.S. Treasury regulations. The ordinary shares, which are currently listed on\nNasdaq, are expected to qualify as marketable stock for purposes of the PFIC rules provided the ordinary shares remain listed on Nasdaq,\nbut there can be no assurance that the ordinary shares will remain listed on Nasdaq or be “regularly traded” for purposes\nof these rules. Because a mark-to-market election cannot be made for equity interests in any Lower-Tier PFICs, a U.S. Holder that\ndoes not make the applicable QEF elections generally will continue to be subject to the Excess Distribution Rules with respect to its\nindirect interest in any Lower-Tier PFICs as described above, even if a mark-to-market election is made for us.\n\n \n\nIf\na U.S. Holder does not make a mark-to-market election (or a QEF election, as discussed above) effective from the first taxable year\nof a U.S. Holder’s holding period for the ordinary shares in which we are a PFIC, then the U.S. Holder generally will\nremain subject to the Excess Distribution Rules. A U.S. Holder that first makes a mark-to-market election with respect to the ordinary\nshares in a later year will continue to be subject to the Excess Distribution Rules during the taxable year for which the mark-to-market\nelection becomes effective, including with respect to any mark-to-market gain recognized at the end of that year. In subsequent years\nfor which a valid mark-to-mark election remains in effect, the Excess Distribution Rules generally will not apply. A U.S. Holder\nthat is eligible to make a mark-to-market with respect to its ordinary shares may do so by providing the appropriate information on IRS\nForm 8621 and timely filing that form with the U.S. Holder’s tax return for the year in which the election becomes effective.\nU.S. Holders should consult their own tax advisors as to the availability and desirability of a mark-to-market election, as well\nas the impact of such election on interests in any Lower-Tier PFICs.\n\n \n\n146\n\n \n\nA\nU.S. Holder of a PFIC may be required to file an IRS Form 8621 on an annual basis. U.S. Holders should consult their own tax\nadvisors regarding any reporting requirements that may apply to them if we are a PFIC.\n\n \n\nU.S. Holders\nare strongly encouraged to consult their tax advisors regarding the application of the PFIC rules to their particular circumstances.\n\n \n\n**Information\nReporting and Backup Withholding**\n\n** **\n\nInformation\nreporting requirements may apply to dividends received by U.S. Holders of ordinary shares and the proceeds received on sale or other\ntaxable disposition of ordinary shares or warrants effected within the United States (and, in certain cases, outside the United States),\nin each case other than U.S. Holders that are exempt recipients (such as corporations). Backup withholding (currently at a rate\nof 24%) may apply to such amounts if the U.S. Holder fails to provide an accurate taxpayer identification number (generally on an\nIRS Form W-9 provided to the paying agent of the U.S. Holder’s broker) or is otherwise subject to backup withholding. U.S. Holders\nshould consult their own tax advisors regarding the application of the U.S. information reporting and backup withholding rules.\n\n \n\nBackup\nwithholding is not an additional tax. Amounts withheld as backup withholding generally may be credited against the taxpayer’s U.S. federal\nincome tax liability, and a taxpayer may obtain a refund of any excess amounts withheld under the backup withholding rules by timely\nfiling the appropriate claim for a refund with the IRS and furnishing any required information.\n\n \n\n**Foreign\nasset reporting**\n\n \n\nCertain\nU.S. Holders may be required to file IRS Form 926, Return by U.S. Transferor of Property to a Foreign Corporation, and IRS Form 5471,\nInformation Return of U.S. Persons With Respect to Certain Foreign Corporations, reporting transfers of cash or other property to us\nand information relating to the U.S. Holder and us. Substantial penalties may be imposed upon a U.S. Holder that fails to comply. See\nalso the discussion regarding Form 8621, Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing\nFund, above.\n\n \n\nCertain\nU.S. Holders are required to report their holdings of certain foreign financial assets, including equity of foreign entities, if the\naggregate value of all of these assets exceeds certain threshold amounts, by filing IRS Form 8938 with their federal income tax return.\nOur ordinary shares and warrants are expected to constitute foreign financial assets subject to these requirements unless they are held\nin an account at certain financial institutions. U.S. Holders are urged to consult their tax advisors regarding their information reporting\nobligations, if any, with respect to their ownership and disposition of our ordinary shares and/or warrants and the significant penalties\nfor non-compliance.\n\n \n\n**THE\nDISCUSSION ABOVE IS A GENERAL SUMMARY. IT DOES NOT COVER ALL TAX MATTERS THAT MAY BE OF IMPORTANCE TO AN INVESTOR. EACH INVESTOR IS URGED\nTO CONSULT ITS OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES RELATING TO THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR ORDINARY SHARES\nOR WARRANTS IN LIGHT OF THE INVESTOR’S OWN CIRCUMSTANCES, INCLUDING THE CONSEQUENCES OF ANY PROPOSED CHANGE IN APPLICABLE LAWS. **\n\n \n\n**F. Dividends\nand Paying Agents**\n\n \n\nNot\napplicable.\n\n** **\n\n**G. Statement\nby Experts**\n\n \n\nNot\napplicable.\n\n** **\n\n147\n\n** **\n\n**H. Documents\non Display**\n\n \n\nWe\nare subject to the informational requirements of the Exchange Act. Accordingly, we are required to file reports and other information\nwith the SEC, including annual reports on Form 20-F and reports on Form 6-K. Our filings with the SEC are also available to\nthe public through the SEC’s website at http://www.sec.gov. This site contains reports and other information about issuers, like\nus, that file electronically with the SEC. The address of that website is www.sec.gov.\n\n \n\nAs\na foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and\ncontent of proxy statements, and our officers, directors and principal shareholders are exempt from the short-swing profit recovery provisions\ncontained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and\nfinancial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.\nHowever, we will file with the SEC, within 120 days after the end of each subsequent fiscal year, or such applicable time as\nrequired by the SEC, an annual report on Form 20-F containing financial statements audited by an independent registered public accounting\nfirm. We also intend to furnish certain other material information to the SEC under cover of Form 6-K.\n\n \n\n**I.\nSubsidiary Information**\n\n \n\nNot\napplicable.\n\n** **\n\n**J. Annual\nReport to Security Holders**\n\n \n\nNot\napplicable."}