{"url_path":"/sec/rct/10-k/2026/item-3","section_key":"item-3","section_title":"Item 3 KEY INFORMATION**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/2027360/0001493152-26-023944-index.html","accession_number":"0001493152-26-023944","cik":"0002027360","ticker":"RCT","issuer_name":"RedCloud Holdings plc","edgar_url":"https://www.sec.gov/Archives/edgar/data/2027360/0001493152-26-023944-index.html","primary_entity_key":"0002027360","primary_entity_name":"RedCloud Holdings plc"},"word_count":14142,"has_tables":true,"body_markdown":"**ITEM\n3. KEY INFORMATION**\n\n \n\n**A.\nReserved**\n\n \n\n**B.\nCapitalization and Indebtedness.**\n\n \n\nNot\nApplicable.\n\n \n\n**C.\nReasons for the Offer and Use of Proceeds**\n\n \n\nNot\nApplicable.\n\n \n\n**D.\nRisk Factors**\n\n \n\n*An\ninvestment in our ordinary shares involves significant risks. You should carefully consider all of the information in this annual report,\nincluding the risks and uncertainties described below, before making an investment in our ordinary shares. Any of the following risks\ncould have a material adverse effect on our business, financial condition and results of operations. In any such case, the market price\nof our ordinary shares could decline, and you may lose all or part of your investment.*\n\n \n\n*The\nrisks set out below are not exhaustive and do not comprise all of the risks associated with an investment in us. Additional risks and\nuncertainties not currently known to us or which we currently deem immaterial may also have a material adverse effect on our business,\nfinancial condition, results of operations, prospects and/or our share price.*\n\n \n\n**Risks\nRelating to Our Platform**\n\n \n\n**We\ncurrently rely on a single third-party cloud service provider to host or support a significant portion of our Platform, and any interruptions\nor delays in services from this third party could impair our Platform and harm our business.**\n\n \n\nWe\ncurrently host our Platform and support our operations using a sole third-party cloud service provider, Amazon Web Services, and our\naccompanying Red 101 App is hosted by Google’s Play Store and the Apple App Store. We do not, and will not, have control over the\noperations of the facilities or infrastructure of the third-party service providers that we use. Such third parties’ facilities\nmay experience break-ins, computer viruses, denial-of-service or other cyber-attacks, sabotage, acts of vandalism, and other misconduct.\nThese facilities may also be vulnerable to damage or interruption from power loss, telecommunications failures, fires, floods, earthquakes,\nhurricanes, tornadoes, and similar events. Our Platform’s continuing and uninterrupted performance is critical to our success.\n\n \n\nWe\nhave experienced, and expect that in the future we will experience, interruptions, delays, and outages in service and availability from\nthese third-party service providers from time to time due to a variety of factors, including infrastructure changes, human or software\nerrors, website hosting disruptions and capacity constraints. Any such limitation on the capacity of our third-party service providers\ncould impede our ability to onboard new registered users or expand the usage of our existing registered users, which could adversely\naffect our business, financial condition, and results of operations. In some instances, we may not be able to identify the cause or causes\nof these performance problems within a period of time acceptable to our registered users. A prolonged service disruption affecting our\nservice for any of the foregoing reasons would negatively impact our ability to serve our registered users and could damage our reputation\nwith current and potential registered users, expose us to liability, cause us to lose registered users, or otherwise harm our business.\nWe may also incur significant costs for using alternative equipment or taking other actions in preparation for, or in reaction to, events\nthat damage the third-party service providers we use.\n\n \n\n2\n\n \n\n \n\nIn\naddition, any changes in our hosting provider’s service levels may adversely affect our ability to meet the expectations of registered\nusers. Our systems do not provide complete redundancy of data storage or processing, and as a result, the occurrence of any such event,\nor other unanticipated problems may result in our inability to serve data reliably or require us to migrate our data. This could be time-consuming\nand costly and may result in the loss of data, any of which could significantly interrupt the provision of our operations and harm our\nreputation and brand. We may not be able to easily switch to another public cloud or to a data center provider in the event of any disruptions\nor interference to the services we use, and even if we do, other public cloud or data center providers are subject to the same risks.\n\n \n\nElements\nof our Platform make use of legacy applications which do not permit us to make full use of the robustness of the cloud. We are constantly\nevaluating our technology stack and replacing with technologies which make full use of cloud technologies to provide scaling.\n\n \n\n**Our\ndependency on a single cloud service provider for technology services and deployment could restrict our flexibility and deployment options,\nleading to overreliance on a single provider.**\n\n \n\nCurrently,\nwe solely depend on a single cloud service provider, AWS, for technology services and deployment. Relying exclusively on a single cloud\nservice provider can pose significant risks for businesses. It can result in vendor lock-in, where organizations become tightly bound\nto proprietary technologies and contractual terms, making it challenging and costly to switch providers. Dependency on a sole provider\nalso exposes businesses to potential disruptions or outages, which could lead to downtime, data loss, or service unavailability. Moreover,\nit limits flexibility in adopting specialized services, pricing models, or geographic coverage that might better align with organizational\nneeds or regulatory requirements.\n\n \n\nWe\nmay try to mitigate these risks by implementing a multi-cloud strategy that leverages services from multiple cloud providers. Nevertheless,\nmulti-cloud strategies are complex endeavors that involve inherent risks. They necessitate sophisticated tooling and entail increased\noperational complexity, which we must carefully manage to realize the anticipated benefits. Our failure to do so may negatively impact\nthe operations of our Company.\n\n \n\n**Our\ncompany faces a risk of increased latency due to cloud providers’ limited point-of-presence (“PoP”) coverage.**\n\n \n\nCloud\nproviders may not have a PoP in each of the countries we operate in. If PoP locations are not positioned close to or within the countries\nin which we operate, it can result in slower response times for customers interacting with our services. This latency can negatively\nimpact the user experience, potentially leading to reduced customer satisfaction, increased bounce rates, and lower engagement levels\nwith our products.\n\n \n\n**We\nrely on third-party mobile operating systems to make our Red 101 App available to registered users and if those systems\nare adversely impacted, we may not effectively operate as our usage could decline and our business, financial condition, and results\nof operations could be adversely affected.**\n\n \n\nOur\ntechnology systems are not located locally within each territory in which we operate. Instead, they are principally run out of two main\nregions, Brazil and Europe, with our Platform being hosted over the public internet. Some of the territories in which we operate have\nexperienced issues with global connectivity, which can create uptime issues as well as other specific risks which may impact our registered\nusers from accessing and using the Red 101 App, which could adversely affect our business, financial condition, and\nresults of operations.\n\n \n\nIn\nsome of the territories in which we operate, principally Nigeria and South Africa, mobile coverage is generally sufficient but can sometimes\nsuffer from overloaded networks and outdated infrastructure. This causes networks to become congested or fail. Additionally, in South\nAfrica, the electrical grid has scheduled power outages resulting in local networks going down when their emergency backup power supply\nis depleted. For example, there have been several incidences in Africa this year, arising from damage to underwater cables, which have\nimpacted the continent’s internet connectivity. In May 2024, two underwater cables off the coast of Durban in South Africa, which\ncarry data around the continent, were cut and caused disruption to the internet to parts of eastern Africa and South Africa. In March\n2024, damage to four underwater cables off the West African coast caused similar problems, and in February 2024, three cables in the\nRed Sea were similarly damaged. Anchor dragging from ships close to shore is one of the most common causes of damage, but underwater\nrockfalls, as was believed to be the case in West Africa in March, and seismic activity can also affect the cables. Repairing the damage,\nwhich requires specialized equipment and expertise, can take days or weeks, depending on the weather, sea conditions and the extent of\nthe problem.\n\n \n\nThese\ndisruptions to the mobile and or internet third-party networks or facilities that we rely upon could delay our expansion into other countries\nand prevent registered users from accessing the Red 101 App.\n\n \n\n3\n\n \n\n** **\n\n**We\nrely on mobile operating systems and app marketplaces to make Red101 available to registered users and if we do not\neffectively operate with such app marketplaces, our usage or brand recognition could decline and our business, financial condition, and\nresults of operations could be adversely affected.**\n\n \n\nWe\ndepend in part on mobile operating systems, such as Android and iOS, and their respective app marketplaces to make our Platform available\nto our registered users. As the markets within which we operate are extensive users of Android as opposed to iOS, we currently provide\nan Android mobile application (the Red 101 App) released through Google’s Play Store and the Apple App Store. We also provide a\nmobile web interface for devices which cannot use Android applications or are unable to download apps from Google Play Store and the\nApple App Store. The Red 101 App is the main entry point for a retailer to purchase goods and services through our Platform from distributors.\nAny changes in such systems and app marketplaces that degrade the functionality of our Red 101 App or give preferential treatment to\nour competitors’ apps could adversely affect our registered user’s usage and engagement on mobile devices.\n\n \n\nIf\nsuch mobile operating systems or app marketplaces limit or prohibit us from making our apps available to our registered users, make changes\nthat degrade the functionality of our app, change the way we collect or use data, increase the cost of using our app, impose terms of\nuse unsatisfactory to us, alter how payments can be made, increase our compliance costs, or modify their search or ratings algorithms\nin ways that are detrimental to us, or if our competitors’ placement in such mobile operating systems’ app marketplace is\nmore prominent than the placement of our app, our growth could slow.\n\n \n\nWe\nare subject to requirements imposed by app marketplaces such as those operated by Google, who may change their technical requirements\nor policies in a manner that adversely impacts the way in which a registered user can use our Platform and how we collect, use and share\ndata from registered users. The long-term impact of these and any other changes remains uncertain. If we do not comply with applicable\nrequirements imposed by app marketplaces, we could lose access to the app marketplaces and users, and our business would be harmed. Any\nof the foregoing risks could adversely affect our business, financial condition, and results of operations.\n\n \n\nAs\nnew mobile devices and mobile platforms are released in to the marketplace, we are unable to guarantee that certain mobile devices will\ncontinue to support our Red 101 App or that we can effectively roll out updates to our Red 101 App. Additionally, in order to deliver\nhigh-quality apps, we need to ensure that our Platform is designed to work effectively with a range of mobile technologies, systems,\nnetworks, and standards. If our registered users encounter any difficulty accessing or using our apps on their mobile devices or if we\nare unable to adapt to changes in popular mobile operating systems, we expect that our growth and engagement would be adversely affected.\n\n \n\n**We\nrely on software and services from third parties. Defects in, or the loss of access to, software or services from such third parties\ncould harm our business and adversely affect the quality of our Platform.**\n\n \n\nOur\nofferings incorporate certain third-party software obtained under licenses from other third-party Software-as-a-Service (“SaaS”)\nproviders, including for our Know-Your-Customer (“KYC”) checks, marketing, authentication, customer relationship management\n(“CRM”), monitoring, data visualization, mapping, and database tools. Such third parties may discontinue their products,\ncease to provide their products or service to us, go out of business, or otherwise cease to provide support for such products or services\nin the future. Commercially reasonable alternatives to the third-party software or services we currently license or receive, may not\nalways be available, or it may be difficult or costly to replace existing third-party software or find a replacement third-party service.\nOur use of additional or alternative third-party software would require us to enter into license agreements with third parties, and we\nmay not be able to enter into such agreements on advantageous terms. In addition, integration of the software used in our offerings with\nnew third-party software may require significant work and substantial investment of our time and resources. Also, to the extent that\nour offerings depend upon the successful operation of third-party software, any undetected errors or defects in, or disruptions to the\nfunctionality of, such third-party software could prevent the deployment or impair the functionality of our offerings, delay new offering\nintroductions, result in a failure of our offerings, and injure our reputation, which in each case could harm our financial condition\nand results of operations.\n\n \n\n**We\nrely on third parties for our payment processing infrastructure underlying our Platform. If these third parties become unavailable or\ntheir terms become unfavorable, our business could be adversely affected.**\n\n \n\nThe\nconvenient payment mechanisms provided on Red101 are key factors contributing to the development of our business. We rely on third\nparties, including CoralPay, DLocal, Pay@ and Stripe, for elements of our payment processing infrastructure to process payments for\nthe sale and purchase of goods and services between registered users on Red101 by accepting payments from retailers and remitting\npayments to distributors and or brands. These third parties may refuse to renew our agreements with them on commercially reasonable\nterms or at all. If these companies become unwilling or unable to provide these services to us on acceptable terms or at all, our\nbusiness may be disrupted. For certain payment methods, including credit and debit cards, we generally pay a higher fee which\nresults in significant costs. In addition, online payment providers are under continued pressure to pay increased fees to banks to\nprocess funds, and there is no assurance that such online payment providers will not pass any increased costs on to us. If these\nfees increase over time, our operating costs will increase, which could adversely affect our business, financial condition, and\nresults of operations. If the quality or convenience of our payment processing infrastructure declines for any reason, the\nattractiveness of our trading networks to retailers and distributors for the sale and purchase of goods and services\ncould be adversely affected. If we are forced to migrate to other third-party payment service providers for any reason, the\ntransition would require significant time and management resources, and may not be as effective, efficient, or well-received by\nretailers, distributors and brands.\n\n \n\n4\n\n \n\n \n\n**Use\nof AI and machine learning in our operations may present additional legal, regulatory, and social risks, which could lead to additional\ncosts and impact our business.**\n\n \n\nBecause\nAI is a developing technology in its nascency, legal frameworks for AI governance are in their infancy quickly developing, and unpredictable.\nThe misuse of AI raises new ethical issues and poses a number of risks that cannot be fully mitigated. Using AI while the technology\nis still developing may expose us to additional liability, reputational harm, and threats of litigation, particularly if the AI we adopt\nproduces errors, intellectual property infringement or misappropriation, data privacy or cybersecurity issues, or otherwise does not\nfunction as intended.\n\n \n\nThe\nemergence of AI in recent years has also prompted lawmakers to consider regulation of AI. These regulations may impose certain obligations\non organizations, and the costs of monitoring and responding to such regulations, as well as the consequences of non-compliance, could\nhave an adverse effect on our operations or financial condition. For example, the EU’s Artificial Intelligence Act (“EU AI\nAct”), one of the first comprehensive regulations on AI came into force on August 1, 2024. The legislation introduces a risk-based\nframework for regulating AI systems and models with unacceptable risk models banned and the most stringent obligations applying to providers\nof AI systems classified as high risk. Non-compliance with the EU AI Act’s strictest prohibitions may lead to fines of up to €35\nmillion, or 7% of a group’s total worldwide annual turnover, whichever is higher. After coming into effect, the EU AI Act will\napply in stages, provisions relating to AI systems taking effect after six months, provisions on General Purpose AI in one year, two\nyears for some high-risk AI systems and three years for the remainder. Whilst the EU AI Act only applies to output of AI that reaches\nthe EU market, other substantial markets including the United States and the United Kingdom, are also in the process of considering AI-specific\nregulation. Notably, a Bill is making progress in California. In the United Kingdom, there has been a shift away from previous policy\nand the King’s Speech set out the new Labour government’s plans to “seek to establish the most appropriate legislation\nto place requirements on those working to develop the most powerful AI models”. The UK’s Prime Minister recently said that\nAI “must be within a regulated framework” but details of what the legislation might cover are thin on the ground. The legal\nlandscape surrounding AI will require close monitoring in the coming years. There are no specific laws or regulations that directly regulate\nAI in Nigeria, South Africa, Brazil or Argentina. However, each of these countries is in the process of adopting AI regulation policies\nand we expect to be subject to them once they are adopted. For example, the African Union Development Agency, which includes Nigeria\nand South Africa, published a draft of a blueprint for regulation in its member states, which incorporates recommendations for industry-specific\ncodes and practices, standards, and certification bodies. Argentina’s Undersecretariat of Information Technologies under the Office\nof the Chief of Staff approved the “Recommendations for a Reliable Use of Artificial Intelligence”, consisting of guidelines\nfor the development of AI systems under the principles of security, non-discrimination, sustainability, privacy, data protection, human\nsupervision, transparency, explainability, responsibility, accountability, education and governance, among others. In addition, Argentina’s\nAgency for Access to Public Information issued Resolution 161/2023, the “Programme for Transparency and Protection of Personal\nData in the Use of Artificial Intelligence”, aimed at the promotion of processes of analysis, regulation and the strengthening\nof government capabilities in order to support the development and use of AI. In addition, Brazil intends to regulate AI through Bill\nNo. 2,338/2023, which creates rules for making intelligence systems available in Brazil, establishes rights for people affected by their\noperation, and provides for penalties for violations, as well as information regarding the supervising body.\n\n \n\nThere\ncan be no assurance that the planned legislation in the jurisdictions in which we operate will not have a material impact on our operations\nand the Company is monitoring the legislation in each of these jurisdictions with local counsel.\n\n \n\n**Use\nof AI in our operations poses inherent risks and could adversely affect our results of operations, reputation and brand.**\n\n \n\nWe\nhave and are continuing to incorporate AI, including machine learning, on our Platform, including with data collection, recommendations,\nfraud detection and pricing and promotions. This is a major aspect of our current business plan and our future business plan. If the\noutput from these services is deemed to be inaccurate or questionable, we may not be able to rely on the use of AI and machine learning\nfor our Platform. Without the use of AI and machine learning for our Platform, we will lose a number of the competitive advantages that\nwe believe we have as compared to our competitors, which could lead to a loss in revenue. Such inaccurate or questionable information\ncould also lead to a loss in our reputation and brand, which could further affect our results of operations. We may also be subject to\nlitigation in the event that such inaccurate or questionable causes damage to one of our customers.\n\n \n\n**Risks\nRelated to our Financial Condition and Capital Requirements**\n\n \n\n**We\nhave incurred significant net losses to date and we may continue to experience significant losses in the future.**\n\n \n\nWe\nhave incurred significant net losses since our inception. We incurred net losses of $46,236,849 for the year ended December 31, 2025\nand $50,715,696 for the year ended December 31, 2024. As of December 31, 2025, we had an accumulated deficit of $194,547,170.\n\n \n\nAs\nwe have a short operating history, it is difficult for us to predict our future operating results. We will need to generate and sustain\nincreased total transaction value (“TTV”) and revenue and manage our costs to achieve profitability. Even if we do, we may\nnot be able to become profitable.\n\n \n\nOur\nability to achieve profitability depends in large part on our ability to scale the business across our current markets and territories,\nwhich requires adding more brands, distributors and retailers to our Platform. Additionally, we need to be able to drive operational\nefficiencies in our business. We also intend to continue to invest heavily for the foreseeable future in our technology systems, particularly\nour AI and machine learning capabilities, our sales and marketing, and our personnel. As a consequence, we are of the view that we may\nincur net losses for some time in the future.\n\n \n\n5\n\n \n\n \n\nOur\nability to generate profit also depends on our ability to manage our costs. We have expended and expect to continue to expend substantial\nfinancial and other resources to:\n\n \n\n \n●\nincrease\nthe engagement of registered users on our RedAI infrastructure and associated products (“RedAI”);\n\n \n \n \n\n \n●\ndrive\nadoption of our Platform through marketing and incentives and increase awareness through brand campaigns;\n\n \n \n \n\n \n●\nenhance\nRedAI with newAI-powered infrastructure and products now coming to fruition, such as RAID (Realtime AI for Distribution),\nspecial AI agents and other functionality to maximize the value of our vast data foundation; and\n\n \n \n \n\n \n●\ninvest\nin our operations to continue scaling our business to achieve and sustain long-term efficiencies.\n\n \n\nThese\ninvestments may contribute to net losses in the near term. We may discover that these initiatives are more expensive than we currently\nanticipate, and we may not succeed in increasing our revenue sufficiently to offset these expenses or realize the benefits we anticipate.\nCertain initiatives may also require incremental investments or recurring expenses and may not be accretive to revenue growth, margin,\nor profitability for a longer time period, if at all. Many of our efforts to increase revenue and manage operating costs are new and\nunproven given the unique and evolving complexities of our business and the evolving nature of the RedAI infrastructure. Any failure\nto adequately increase revenue or manage operating costs could prevent us from sustaining or increasing any future profitability. Expansion\nof our offerings to include new services, additional technologies, additional markets and geographic territories, may initially harm\nany future profitability. We may also incur higher operating expenses as we implement strategic commercial initiatives. Additionally,\nwe may not realize, or there may be limits to, the efficiencies we expect to achieve through our efforts to scale the business, enhance\nthe functionality of our Platform, and optimize costs such as payment processing, support for our registered users and onboarding costs.\n\n \n\nAs\nsuch, due to these factors and others described in this *“Risk Factors”* section, we may not be able to become or sustain\nprofitability or generate profitable growth in the future. If we are unable to sustain or increase profitability, the value of our business\nand the trading price of our ordinary shares may be negatively impacted.\n\n \n\n**The\nreports of our independent registered public accounting firm for the fiscal years ended December 31, 2024 and 2025 contain an explanatory\nparagraph regarding substantial doubt about our ability to continue as a going concern.**\n\n \n\nDue\nto the uncertainty of our ability to meet our current operating and capital expenses, in their report on our audited annual financial\nstatements as of and for the years ended December 31, 2024 and December 31, 2025, our independent auditors included an explanatory paragraph\nregarding concerns about our ability to continue as a going concern. Substantial doubt about our ability to continue as a going concern\nmay materially and adversely affect the price of our ordinary shares and we may have a more difficult time obtaining financing. Further,\nthe perception that we may be unable to continue as a going concern may impede our ability to raise additional funds or operate our business\ndue to concerns regarding our ability to discharge our contractual obligations.\n\n \n\n**We\nwill need additional capital, and financing may not be available on terms favorable to us, or at all.**\n\n \n\nWe\nbelieve that our current cash and cash equivalents and anticipated cash flow from operations will not be sufficient to meet our anticipated\ncash needs for the next 12 months and will need to raise additional capital in the next month. As of December 31, 2025, we had cash and\ncash equivalents of only approximately $479,000 and used approximately $35 million of cash for operating activities in the year ended\nDecember 31, 2025. Furthermore, we had a net loss from operations in 2025 of approximately $43.6 million and marketing and commissions\nwere approximately $49 million when revenue was only $48.5 million in the year ended December 31, 2025. We may also require additional\ncash resources due to changed business conditions or other future developments, including any changes in our account payable policy,\nmarketing initiatives or investments we may decide to pursue. If these resources are insufficient to satisfy our cash requirements, we\nmay seek to obtain a credit facility or sell additional equity or debt securities. The sale of additional equity securities could result\nin dilution of our existing shareholders. The incurrence of indebtedness would result in increased debt service obligations and could\nresult in operating and financing covenants that would restrict our operations. It is uncertain whether financing will be available in\namounts or on terms acceptable to us, if at all.\n\n \n\nOur\nability to obtain the necessary capital in the form of equity or debt to carry out our business plan is also subject to several risks,\nincluding general economic and market conditions, as well as investor sentiment regarding our planned business. These factors may make\nthe timing, amount, terms and conditions of any such financing unattractive or unavailable to us. The prevailing macroeconomic environment\nmay increase our cost of financing or make it more difficult to raise additional capital on favorable terms, if at all. If we are unable\nto raise sufficient capital, we may have to significantly reduce our spending and/or delay or cancel our planned activities, our operations\nand prospects could be negatively affected, and our business could fail.\n\n \n\n6\n\n \n\n** **\n\n**Risks\nRelating to Our Business, Strategy and Industry**\n\n** **\n\n**We\nhave experienced significant operational expansion and continued revenue growth, operational and strategic expansion, and related impacts\nto margin and profitability in recent periods. Such historical trends, including growth rates, may not continue in the future.**\n\n \n\nWe\nhave grown rapidly since we launched what is now known as our RedAI infrastructure and associated products in April 2022. Our revenue increased $2,040,068, or approximately 4.4%, from $46,499,285\nfor the year ended December 31, 2024 to $48,539,353 for the year ended December 31, 2025. Our recent rapid growth has also resulted in\nincreased costs as we expanded our operations to scale our business and increase the reach of RedAI and add additional registered\nusers in each territory in which we operate. The rapid growth of RedAI over the past two years and related changes to our business\nand operations may not continue to develop as we expect. In addition, we have increased, and we expect to continue to increase, our sales\nand marketing teams as well as our sales and marketing campaigns. We also have increased and expect to continue to increase incentives\nto our registered users, continue engaging existing registered users and add new registered users to RedAI. Our growth initiatives\nmay increase operating expenses in the near term, but the long-term benefits may vary. We also expect future trends in our revenue, margin,\nand profitability to vary in ways that we may not anticipate or predict, including as we experience shifts in revenue mix and service\npreferences of our registered users. These variations may be driven by external factors, such as macroeconomic conditions (including\ninflation), and our strategic initiatives, such as investments in new technologies and offerings, the focus on increasing TTV and revenue\nfrom registered users, and our strategic focus on further scaling our operations to improve our margin and profitability in the future.\nThere can be no assurance whether we will drive greater engagement from our existing registered users, or from new brands, distributors\nor retailers or maintain the current level of demand for our offerings over the long term. Overall growth of our TTV and revenue depends\nin part on our ability to manage changes to our business and operations. As a result of the foregoing, our recent growth rates and financial\nperformance should not necessarily be considered indicative of our future performance and results of operations.\n\n \n\nOur\nmetrics, including TTV and revenue, may also decline or fluctuate in the future as a result of other factors, including macroeconomic\nfactors, increasing competition, strategic initiatives, and the maturation of our business, among others. Overall growth of our TTV,\nrevenue, margin, and profitability depends on a number of factors, including our ability to:\n\n \n\n \n●\nattract\nnew registered users to our Platform and sustain and expand our relationships with existing registered users;\n\n \n \n \n\n \n●\naccurately\nforecast our revenue and plan our operating expenses and investments for future growth;\n\n \n \n \n\n \n●\nsuccessfully\ncompete with other companies that are currently in, or may in the future enter, the markets and territories in which we compete,\nand respond to developments from these competitors such as pricing changes and the introduction of new services;\n\n \n \n \n\n \n●\nhire,\nintegrate, and retain talented sales, customer service, engineering, and other personnel;\n\n \n \n \n\n \n●\ncomply\nwith existing and new laws and regulations applicable to our business;\n\n \n \n \n\n \n●\nsuccessfully\nexpand in existing markets and enter new markets and territories;\n\n \n \n \n\n \n●\nincrease\nthe adoption of and the revenue generated by our RedAI infrastructure and its associated products;\n\n \n \n \n\n \n●\nsuccessfully\nlaunch new offerings and enhance RedAI and its features, including in response to new trends or competitive dynamics or the\nneeds of our registered users and the technical impact of AI on the technology industry;\n\n \n \n \n\n \n●\navoid\ninterruptions or disruptions in our services;\n\n \n \n \n\n \n●\neffectively\nmanage the growth of our technology infrastructure, personnel, and operations, particularly if our workforce becomes increasingly\ndistributed as a result of our hybrid workforce model; and\n\n \n \n \n\n \n●\nmaintain\nand enhance our reputation and the value of our brand.\n\n \n\nAs\na result, you should not rely on our TTV, revenue growth rate, or other key business metrics for any prior quarterly or annual period\nas an indication of our future performance.\n\n \n\n**We\nhave a limited history operating our business at its current scale, scope, and complexity in an evolving market and economic environment,\nwhich makes it difficult to plan for future operations and strategic initiatives, predict future results, and evaluate our future prospects\nand the risks and challenges we may encounter.**\n\n \n\nWe\nlaunched our Platform in April 2022, and the Platform has since significantly scaled and expanded. Accordingly, we have limited experience\nin, and data and results from, operating our business at its current scale, scope, and complexity and across several territories in a\nrapidly evolving market and economic environment. As a result, our ability to plan for future operations and strategic initiatives, predict\nfuture results of operations, and plan for and model future growth in revenue and expenses and prospects is subject to significant risk\nand uncertainty as compared to companies with longer and more consistent operating histories and in more stable macroeconomic environments\nand industries. In particular, we face risks and challenges relating to our ability to, among other things:\n\n \n\n \n●\naccurately\nforecast our revenue and budget for and manage our expenses;\n\n \n\n7\n\n \n\n \n\n \n●\nattract\nnew brands, distributors and retailers as registered users on our Platform and retain or increase the engagement of existing registered\nusers in a cost-effective manner;\n\n \n \n \n\n \n●\ncomply\nwith existing and new laws and regulations applicable to our business;\n\n \n \n \n\n \n●\nplan\nfor and manage capital expenditures;\n\n \n \n \n\n \n●\nanticipate\nand respond to macroeconomic changes and changes in the markets and territories in which we operate;\n\n \n \n \n\n \n●\nmaintain\nand enhance the value of our reputation and brand;\n\n \n \n \n\n \n●\neffectively\nmanage our growth;\n\n \n \n \n\n \n●\nsuccessfully\nexpand our geographic reach;\n\n \n \n \n\n \n●\nhire,\nintegrate, and retain talented people at all levels of our organization; and\n\n \n \n \n\n \n●\nsuccessfully\nmaintain and enhance our Platform and our technology infrastructure for brands, distributors and retailers.\n\n \n\nAny\npredictions about our future revenue and expenses may not be as accurate as they would be if we had a longer history operating our business\nat its current scale, scope, and complexity, operated in a more predictable markets and territories, or had more certainty regarding\nlevels of demand for our offerings.\n\n \n\nYou\nshould consider and evaluate our prospects in light of the risks and uncertainties frequently encountered by growing companies in emerging\nmarkets. If our assumptions regarding the risks and uncertainties that we consider in planning and operating our business are incorrect\nor change, or if we do not address these risks and uncertainties successfully, including due to the lack of historical data from and\nexperience in operating our business at its current scale, scope, and complexity or other factors, our results of operations could differ\nmaterially from our expectations, and our business, financial condition, and results of operations could be adversely affected.\n\n \n\n**If\nwe fail to manage and expand our relationships with brands, distributors and retailers, our business and growth prospects may suffer.**\n\n \n\nOur\nbusiness model involves connecting the fast-moving consumer goods (“FMCG”) “supply chain,” which consists of\nbrands, distributors and retailers, and enable them to conduct business digitally. The success of RedAI in the territories in which\nwe operate is dependent upon us onboarding a sufficient number of brands, distributors and retailers to create ecosystem dynamics\nthat generate competitively priced goods and services to both attract new and retain existing registered users.\n\n \n\nAlthough\nhistorically we have had a retention rate of approximately 78% for our distributors and we continue to attract new brands, distributors\nand retailers, There can be no assurance that in the future brands, distributors or retailers will continue to sell and buy products\nand services on our RedAI infrastructure and its associated products. Although we have sales agents in the territories in which we operate to identify and onboard brands, distributors\nand retailers, There can be no assurance as to the actual quantity we onboard as registered users and or the trading activity of each\nregistered user.\n\n \n\n**We\nare increasingly pursuing licensing, infrastructure and joint venture arrangements, which may introduce operational, commercial and execution\nrisks.**\n\n** **\n\nAs\npart of our evolving commercial strategy, we are increasingly pursuing enterprise infrastructure licensing through our joint venture\narrangements in selected markets, including arrangements relating to the deployment of our AI trading infrastructure and AI enabled features. These arrangements differ from our historical transaction-based commercial model where we entered the market without a\njoint venture arrangement which involved longer implementation timelines, enterprise integration requirements, and regulatory considerations.\n\n \n\nThese\njoint venture arrangements may also result in differences in revenue timing, revenue mix and commercial structure compared to our historical\noperations, including recurring or fixed fee licensing models in certain markets. The successful deployment and scaling of these arrangements\nmay depend on enterprise adoption, integration into existing distribution environments and the continued expansion of AI enabled trade\nworkflows.\n\n \n\nWhile\nwe believe these arrangements will support the long-term expansion and commercialization of our AI trading infrastructure, there can\nbe no assurance regarding the timing or scale of AI trading revenue, profitability or market adoption associated with such initiatives.\n\n \n\n8\n\n \n\n** **\n\n**Our\nindustry is highly competitive, with well-capitalized and better-known competitors. If we are unable to compete effectively, our business\nand financial prospects could be adversely impacted.**\n\n \n\nDelivery\nof intelligent trading infrastructure within business-to-business (“B2B”) commerce and supply chains is new, rapidly evolving\nand competitive. The FMCG industry is also intensely competitive. We are currently, and will continue to compete, with technology vendors\nincluding SAP, Oracle, Infor, and other smaller DMS vendors and suppliers. These competitors have substantially greater financial, research\nand development, personnel, and marketing resources than we do currently. Though these competitors are not currently primarily focusing\non the markets and territories in which we operate, if these markets are developed or their potential is exposed on a greater scale,\nlarger competitors may increase their focus on our markets over time, which could increase competitive pressure. Our competitors may\nalso be able to develop competing platforms with broader capabilities, greater resources, or stronger market penetration.\n\n \n\nFor\nthese and other reasons, we may not be able to compete successfully against our current and future competitors. Our inability to compete\neffectively with such competitors could have an adverse effect on our ability to bring new registered users to our Platform or increase\nthe engagement of our existing registered users, or would otherwise harm our business, financial condition, and results of operations.\n\n \n\n**Our\nexpansion into new product ranges and the substantial increase in the number of products sold on our Platform may expose us to new challenges\nand more risks.**\n\n \n\nSince\nlaunch, we have expanded the product offerings on RedAI to include a wide range of FMCG products. Expansion into new product ranges\nwith a substantially increased number of products available across our trading networks involves new risks and challenges. Our lack of familiarity\nwith these products and lack of relevant consumer data relating to these products may make it more difficult for us to anticipate demand\nand preferences. We cannot assure you that we will be able to recoup our investments in introducing these new product categories.\n\n** **\n\n**If\nwe are unable to conduct our marketing activities more cost-effectively, our results of operations and financial condition may be materially\nand adversely affected.**\n\n \n\nWe\nhave incurred significant expenses on a variety of different marketing initiatives in each of the markets and territories in which we\noperate, designed to enhance our brand recognition and increase the number of registered users on our Platform by attracting new brands,\ndistributors and retailers. We incurred $49,124,526 (or approximately 101% of our revenue) of marketing expenses in the year ended December\n31, 2025, and $52,918,949 (or approximately 113.8% of our revenue) of marketing expenses in the year ended December 31, 2024.\n\n \n\nHistorically,\nwe have prioritized growth investments, including customer acquisition and infrastructure expansion, which have resulted in elevated\nmarketing expenditures relative to revenue. We may make and continue to make concessions to distributors that are designed to\nmaximize any future profitability in the long term but may decrease revenue in the short term. These distributor concessions may\nnegatively impact our revenue and financial results and the process for determining and quantifying the impact of these concessions\nrequires judgment and estimates on the success of our distributors’ engagement. As a result, the impact of distributor\nconcessions on our financial results may continue into future periods or have higher impacts than we anticipate.\n\n \n\n**Returns\non our ongoing infrastructure investments may be slower than anticipated or may not reach expected levels, and such investments may be\nunsuccessful, resulting in partial or total loss.**\n\n \n\nWe\nhave invested and will continue to invest significant sums in expanding and upgrading our infrastructure. Since inception through December\n31, 2025, we have invested approximately $13.6 million in developing our infrastructure and associated products, including approximately $2.5 million of capitalized\nsoftware development costs during 2025. We expect to continue to invest in our technology capabilities for several years to come, to\nexpand our product offerings, particularly data driven offerings, available to registered users. These costs will include the cost of\nhiring personnel to assist in that development as well as those of software providers. We expect to recognize the costs associated with\nthese investments earlier than we receive some of the anticipated benefits, and the return on these investments may be lower, or may\ndevelop more slowly, than we expect. We may not be able to recover our capital expenditures or investments, in part or in full and we\ncannot assure that the investments we undertake in expanding RedAI’s capabilities will be successful or that any of our\ncompetitors will not be able to create an infrastructure that is more advanced than our own.\n\n \n\n**Any\ninterruption in the operation of brands and distributors’ fulfillment centers, front distribution centers, standalone warehouses,\ndelivery stations or pickup stations for an extended period may have an adverse impact on our business.**\n\n \n\nThe\nability of brands and distributors registered on RedAI to process and fulfill orders accurately and provide a quality service\ndepends on the smooth operation of their fulfillment centers, front distribution centers, standalone warehouses, and their delivery and\npickup stations. We have limited control over these fulfillment centers, front distribution centers, standalone warehouses, and their\ndelivery or pickup stations and any extended period of disruption, for whatever reason, could have a material adverse effect on our business,\nprospects, financial condition and results of operations. Their fulfillment infrastructure may be vulnerable to damage caused by fire,\nflood, power outage, telecommunications failure, break-ins, earthquake, human error and other events. If any of their fulfillment centers\nwere rendered incapable of operations, then they may be unable to fulfill any orders, which could have a material adverse effect on our\nbusiness, prospects, financial condition and results of operations.\n\n \n\nThe\nbrands and distributors registered on RedAI maintain cooperation arrangements with a number of third-party logistics providers to\ndeliver their products to retailers registered on Red101. Interruptions or failures in these third-party delivery services could\nprevent the timely or proper delivery of products to retailers. These interruptions may or may not be due to events that are within\nthe control of the logistics providers. However, we have limited control over the logistics providers used by a brand or a\ndistributor, thus any extended period of disruption, for whatever reason, to the supply chain could have a material adverse effect\non our business, prospects, financial condition and results of operations.\n\n \n\n9\n\n \n\n** **\n\n**We\ndepend on highly skilled personnel to grow and operate our business, and if we are unable to hire, retain, and motivate our personnel,\nour business may be severely disrupted.**\n\n \n\nWe\ndepend on our executive and senior management team and other key personnel, including our Chief Executive Officer and Founder, Justin\nFloyd. From time to time, there may be changes in our executive and senior management team. The loss of one or more of our executive\nofficers and/or senior management team or the failure by our executive team to effectively work with our employees and lead our Company\ncould harm our business. We do not maintain key person life insurance with respect to any member of our executive or senior management\nteam.\n\n \n\nIn\naddition, our future success will depend, in part, on our continued ability to identify and hire employees with the skills and\ntechnical knowledge and ability that we will require to develop and expand the capability of our AI infrastructure business. These will include people in key management roles and responsibilities as well as talented software and AI engineers,\nmarketing and merchandising personnel as well as operational personnel. We anticipate we shall face competition to be able to hire\nand retain these key people.\n\n \n\n**Our\nrevenue and net income may be materially and adversely affected by any economic slowdown in the jurisdictions in which we operate as\nwell as globally.**\n\n \n\nThe\nsuccess of our business ultimately depends on consumer spending in the FMCG market. We derive all of our revenue from Nigeria, South\nAfrica, Brazil, Argentina, Türkiye and Saudi Arabia. As a result, our revenue and net income are impacted to a significant extent\nby economic conditions in these countries and globally. The global economy, markets and levels of consumer spending are influenced by\nmany factors beyond our control, including consumer perception of current and future economic conditions, political uncertainty, levels\nof employment, inflation or deflation, real disposable income, interest rates, taxation and currency exchange rates.\n\n \n\nAn\neconomic downturn, whether actual or perceived, a further decrease in economic growth rates or an otherwise uncertain economic outlook\nin any market in which we may operate could have a material adverse effect on our business, financial condition and results of operations.\n\n \n\n**Security\nbreaches and attacks against our systems and network, and any potentially resulting breach or failure to otherwise protect confidential\nand proprietary information, could damage our reputation and negatively impact our business, as well as materially and adversely affect\nour financial condition and results of operations.**\n\n \n\nWe\nhave employed significant resources to develop our security systems and protect our infrastructure and our systems generally against\nbreaches. While we maintain cybersecurity controls and monitoring systems, sophisticated attacks may nevertheless occur to\ncompromise our systems, including distributed denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks,\nsocial engineering, security breaches or other attacks and similar disruptions that may jeopardize the security of information\nstored in and transmitted by our systems or that we otherwise maintain. Breaches of our cybersecurity measures could result in\nunauthorized access to our systems, misappropriation of information or data, deletion or modification of client information, or a\ndenial-of-service or other interruption to our business operations. As techniques used to obtain unauthorized access to or sabotage\nsystems change frequently and may not be known until launched against us or our third-party service providers, we may be unable to\nanticipate, or implement adequate measures to protect against, these attacks. If we are unable to avert these attacks on our\ntechnology systems, we could be subject to significant legal and financial liability, our reputation could be harmed and we could\nsuffer a material adverse effect to our business, financial condition and results of operations.\n\n \n\n**We\nrely primarily on third-party insurance policies to insure our operations-related risks. If our insurance coverage is insufficient for\nthe needs of our business or our insurance providers are unable to meet their obligations, we may not be able to mitigate the risks facing\nour business, which could adversely affect our business, financial condition, and results of operations.**\n\n \n\nWe\nprocure third-party insurance policies to cover various operations-related risks including employment practices liability, workers’\ncompensation, business interruptions, errors and omissions, cybersecurity and data breaches, crime, directors’ and officers’\nliability, and general business liabilities. For certain types of operations-related risks or future risks related to our new and evolving\nofferings, we are not able to, or may not be able to, acquire insurance. In addition, we may not obtain enough insurance to adequately\nmitigate such operations-related risks or risks related to our new and evolving offerings, and we may have to pay high premiums, co-insurance,\nself-insured retentions, or deductibles for the coverage we do obtain. We rely on a limited number of insurance providers, and should\nsuch providers discontinue or increase the cost of coverage, we cannot guarantee that we would be able to secure replacement coverage\non reasonable terms or at all. If our insurance carriers change the terms of our policies in a manner not favorable to us, our insurance\ncosts could increase. Further, if the insurance coverage we maintain is not adequate to cover losses that occur, or if we are required\nto purchase additional insurance for other aspects of our business, we could be liable for significant additional costs.\n\n \n\n10\n\n \n\n \n\nIf\nthe amount of one or more operations-related claims were to exceed our applicable aggregate coverage limits, we would bear the excess,\nin addition to amounts already incurred in connection with deductibles, self-insured retentions, co-insurance, or otherwise paid by our\ninsurance policy. Historically, insurance providers have raised premiums and deductibles for many businesses and may do so in the future.\nAs a result, our insurance costs and claims expense could increase, or we may decide to raise our deductibles or self-insured retentions\nwhen our policies are renewed or replaced. Our business, financial condition, and results of operations could be adversely affected if\n(i) the cost per claim, premiums, severity of claims, or number of claims significantly exceeds our historical experience and coverage\nlimits; (ii) we experience a claim in excess of our coverage limits; (iii) our insurance providers fail to pay on our insurance claims;\n(iv) we experience a claim for which coverage is not provided; (v) or the severity or number of claims under our deductibles or self-insured\nretentions differs from historical averages.\n\n \n\nWe\nare subject to local laws, rules, and regulations in the jurisdictions in which we operate relating to insurance coverage which could\nresult in proceedings or actions against us by governmental entities or others. Any failure, or perceived failure, by us to comply with\nexisting or future local laws, rules, and regulations or contractual obligations relating to insurance coverage could result in proceedings\nor actions against us by governmental entities or others. Additionally, anticipated or future local laws, rules, and regulations relating\nto insurance coverage, could require additional fees and costs. Compliance with these rules and any related lawsuits, proceedings, or\nactions may subject us to significant penalties and negative publicity, require us to increase our insurance coverage and amend our insurance\npolicy disclosure, increase our costs, and disrupt our business.\n\n** **\n\n**We\nface risks related to natural disasters, civil unrest, health epidemics and other outbreaks, which could significantly disrupt our operations.**\n\n** **\n\nOur\nbusiness could be materially and adversely affected by natural disasters or the outbreak of health epidemics. Material adverse effects\nfrom diseases could result in numerous known and currently unknown ways including quarantines and lockdowns which impair the abilities\nof merchants to ship products. Any such occurrence could cause severe disruption to our daily operations and may even require the temporary\nclosure of our operations.\n\n \n\n**Exchange\nrate fluctuations may materially affect our results of operations and financial condition.**\n\n \n\nOwing\nto the international scope of our operations, with our principal trading territories at present being in Nigeria, South Africa, Brazil\nand Argentina, fluctuations in exchange rates, particularly between the pound sterling and the U.S. dollar, as well as between the pound\nsterling and the Nigerian Naira, South African rand, Brazilian real and the Argentinean peso, may adversely affect us. As a result, our\nbusiness and the price of our ordinary shares may be affected by fluctuations in foreign exchange rates, which may have a significant\nimpact on the results of our operations and cash flows from period to period.\n\n \n\nAs\na result of fluctuations in the exchange rate between the U.S. dollar and the pound sterling, the U.S. dollar equivalent of the proceeds\nthat a holder of our ordinary shares could decline.\n\n \n\n**Failure\nto establish and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material\nadverse effect on our business and share price.**\n\n \n\nAs\na publicly traded company, we are required to comply with the U.S. Securities and Exchange Commission’s (the “SEC”)\nrules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which requires management to certify financial and other information\nin certain of our reports and provide an annual management report on the effectiveness of controls over financial reporting. We are not\nrequired to make an annual assessment of our internal control over financial reporting pursuant to Section 404. As an “emerging\ngrowth company,” as defined in the JOBS Act, we may take advantage of certain temporary exemptions from various reporting requirements,\nincluding, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes\nOxley Act (and the rules and regulations of the SEC thereunder).\n\n \n\n**Risks\nRelated to our Intellectual Property and Trademarks**\n\n \n\n**We\nmay not be able to prevent others from the unauthorized use of our intellectual property or trademarks, which could harm our business\nand competitive position**.\n\n \n\nWe\nregard our trademarks, copyrights, patents, domain names, know-how, proprietary technologies, and similar intellectual property as critical\nto our success, and we rely on a combination of intellectual property laws and contractual arrangements, including confidentiality, invention\nassignment and non-compete agreements with our employees and others, to protect our proprietary rights. Although we are not currently\naware of any copycat websites that attempt to cause confusion or diversion of traffic from us at the moment, we may become an attractive\ntarget to such attacks in the future because of our brand recognition in the online retail industry in the jurisdictions in which we\noperate. Despite these measures, any of our intellectual property rights could be challenged, invalidated, circumvented or misappropriated,\nor such intellectual property may not be sufficient to provide us with competitive advantages.\n\n \n\n11\n\n \n\n \n\nIt\nis often difficult to register, maintain and enforce intellectual property and trademark rights in the jurisdictions in which we operate.\nWe also have not registered our trademarks or other intellectual property rights in the jurisdictions in which we operate and would need\nto rely on our intellectual property and trademarks in the United Kingdom, Argentina and Europe to attempt to enforce our rights. Accordingly,\nwe may not be able to effectively protect our intellectual property or trademark rights in the jurisdictions in which we operate. Policing\nany unauthorized use of our intellectual property is difficult and costly and the steps we take may be inadequate to prevent the infringement\nor misappropriation of our intellectual property or trademarks. In the event we resort to litigation to enforce our intellectual property\nand trademark rights, such litigation could result in substantial costs and a diversion of our managerial and financial resources and\ncould put our intellectual property at risk of being invalidated or narrowed in scope. We can provide no assurance that we will prevail\nin such litigation, and even if we do prevail, we may not obtain a meaningful recovery. In addition, our trade secrets may be leaked\nor otherwise become available to, or be independently discovered by, our competitors. Any failure in maintaining, protecting or enforcing\nour intellectual property or trademark rights could have a material adverse effect on our business, financial condition, and results\nof operations.\n\n \n\n**We\nmay be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations.**\n\n \n\nThere\ncan be no assurance that our operations or any aspects of our business do not or will not infringe upon or otherwise violate patents,\ncopyrights or other intellectual property rights held by third parties. We may from time to time in the future be subject to legal proceedings\nand claims relating to the intellectual property rights of others. In addition, there may be other third-party intellectual property\nthat is infringed by our services or other aspects of our business. There could also be existing patents of which we are not aware that\nour Platform may inadvertently infringe. We cannot assure you that holders of patents purportedly relating to some aspect of our Platform\nor business, if any such holders exist, would not seek to enforce such patents against us in the United Kingdom, the United States, or\nany other jurisdictions in which we operate. If we are found to have violated the intellectual property rights of others, we may be subject\nto liability for our infringement activities or may be prohibited from using such intellectual property, and we may incur licensing fees\nor be forced to develop alternatives of our own. In addition, we may incur significant expenses and may be forced to divert management’s\ntime and other resources from our business and operations to defend against these third-party infringement claims, regardless of their\nmerits. Successful infringement or licensing claims made against us may result in significant monetary liabilities and may materially\ndisrupt our business and operations by restricting or prohibiting our use of the intellectual property in question. Finally, we use open-source\nsoftware in connection with our products and services. Companies that incorporate open-source software into their products and services\nhave, from time to time, faced claims challenging the ownership of open-source software and compliance with open-source license terms.\nAs a result, we could be subject to suits by parties claiming ownership of what we believe to be open-source software or noncompliance\nwith open-source licensing terms. Some open-source software licenses require users who distribute open-source software as part of their\nsoftware to publicly disclose all or part of the source code to such software and make available any derivative works of the open-source\ncode on unfavorable terms or at no cost. Any requirement to disclose our source code or pay damages for breach of contract could be harmful\nto our business, results of operations and financial condition.\n\n \n\n**Risks\nRelated to our Ordinary Shares**\n\n \n\n**Our\nfailure to meet Nasdaq’s continued listing requirements, including compliance with the minimum bid price requirement, could result\nin a delisting of our ordinary shares.**\n\n \n\nIf\nwe fail to satisfy the continued listing requirements of The Nasdaq Capital Market (“Nasdaq”) such as the corporate governance\nrequirements or the minimum stock price requirement, Nasdaq may take steps to delist our securities. Such a delisting would likely have\na negative effect on the price of our securities and would impair your ability to sell or purchase our securities when you wish to do\nso. In the event of a delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements\nwould allow our securities to become listed again, stabilize the market price or improve the liquidity of our securities, prevent our\nsecurities from dropping below the Nasdaq minimum stock price requirement, or prevent future non-compliance with Nasdaq’s listing\nrequirements. Additionally, if our securities are not listed on, or become delisted from, Nasdaq for any reason, and are quoted on the\nOTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the\nliquidity and price of our securities may be more limited than if we were quoted or listed on Nasdaq or another national securities exchange.\nYou may be unable to sell your securities unless a market can be established or sustained.\n\n \n\nOn\nApril 15, 2026, we received written notice from the Listing Qualifications Department of Nasdaq notifying us that, for a period of 30\nconsecutive business days, we failed to maintain a minimum closing bid price of $1.00 as required for continued listing on the Nasdaq\nCapital Market pursuant to Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have 180 calendar\ndays, or until October 12, 2026, to regain compliance.\n\n** **\n\n**We\nhave never paid dividends on our capital shares, and we do not anticipate paying dividends for the foreseeable future.**\n\n \n\nWe\nhave never declared or paid any cash dividends on our capital shares, and we do not anticipate paying any cash dividends in the foreseeable\nfuture. The payment of dividends, if any, in the future is within the discretion of our Board of Directors (the “Board”)\nand will depend on our earnings, capital requirements and financial condition and other relevant facts. We currently intend to retain\nall future earnings, if any, to finance the development and growth of our business. Accordingly, you must rely on the sale of your ordinary\nshares after price appreciation, which may never occur, as the only way to realize any future gain on your investment.\n\n \n\n**Our\nexecutive officers, directors, and principal shareholders have substantial control over our company, which could limit your ability to\ninfluence the outcome of key transactions, including a change of control.**\n\n \n\nAs\nof the date of this annual report, our executive officers, directors, and principal shareholders and their affiliates beneficially own\nan aggregate of approximately 68% of our outstanding ordinary shares. As a result, these shareholders will be able to exercise a significant\nlevel of control over all matters requiring shareholder approval, including the election of directors and the approval of mergers, acquisitions\nor other extraordinary transactions. They may also have interests that differ from yours and may vote in a way with which you disagree,\nand which may be adverse to your interests. This concentration of ownership may have the effect of delaying, preventing or deterring\na change of control of our company, could deprive our shareholders of an opportunity to receive a premium for their ordinary shares as\npart of a sale of our company and might ultimately affect the market price of our ordinary shares.\n\n \n\n12\n\n \n\n** **\n\n**We\nare an emerging growth company and the reduced disclosure requirements applicable to emerging growth companies may make our ordinary\nshares less attractive to investors.**\n\n \n\nWe\nare an emerging growth company, as defined in the JOBS Act, and we may take advantage of certain exemptions from various requirements\nthat are applicable to other public companies that are not emerging growth companies.\n\n \n\nFor\nas long as we remain an emerging growth company we are permitted and intend to rely on exemptions from certain disclosure requirements\nthat are applicable to other public companies that are not “emerging growth companies.” These exemptions include:\n\n \n\n \n●\nbeing\npermitted to provide only two years of audited financial statements, in addition to any required unaudited condensed interim financial\nstatements, with correspondingly reduced *“Management’s discussion and analysis of financial condition and results\nof operations”* disclosure;\n\n \n \n \n\n \n●\nnot\nbeing required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting;\n\n \n \n \n\n \n●\nnot\nbeing required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory\naudit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial\nstatements;\n\n \n \n \n\n \n●\nreduced\ndisclosure obligations regarding executive compensation; and\n\n \n \n \n\n \n●\nexemptions\nfrom the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute\npayments not previously approved.\n\n \n\nWe\nwill remain an emerging growth company until the earliest to occur of: (i) our reporting $1.235 billion or more in annual gross revenues;\n(ii) the end of fiscal year 2029; (iii) our issuance, in a three year period, of more than $1 billion in non-convertible debt; and (iv)\nthe end of the fiscal year in which the market value of our ordinary shares held by non-affiliates exceeded $700 million on the last\nbusiness day of our second fiscal quarter.\n\n \n\nWe\nhave elected to take advantage of certain of the reduced disclosure obligations and may elect to take advantage of other reduced reporting\nrequirements in future filings. As a result, the information that we provide to our shareholders may be different than the information\nyou might receive from other public reporting companies in which you hold equity interests.\n\n \n\nWhen\nwe are no longer deemed to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed\nabove. We cannot predict if investors will find our ordinary shares less attractive as a result of our reliance on exemptions under the\nJOBS Act. If some investors find our ordinary shares less attractive as a result, there may be a less active trading market for our ordinary\nshares and our share price may be more volatile.\n\n \n\n**We\nare a “smaller reporting company” and, even if we no longer qualify as an emerging growth company, we may still be subject\nto reduced reporting requirements.**\n\n \n\nWe\nare a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage\nof certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We\nwill remain a smaller reporting company until the last day of any fiscal year for so long as either: (i) the market value of our ordinary\nshares held by non-affiliates does not equal or exceed $250 million as of the prior June 30th; or (ii) our annual revenues\ndid not equal or exceed $100 million during such completed fiscal year. To the extent we take advantage of such reduced disclosure obligations,\nit may also make the comparison of our financial statements with other public companies difficult or impossible.\n\n \n\n13\n\n \n\n** **\n\n**Risks\nRelated to the Company being a Foreign Private Issuer or United Kingdom Company**\n\n \n\n**We\nare a “foreign private issuer” under the rules and regulations of the SEC and, as a result, are exempt from a number of rules\nunder the Exchange Act and are permitted to file less information with the SEC than a company incorporated in the United States.**\n\n \n\nWe\nare incorporated as a public limited company in England and Wales and are deemed to be a “foreign private issuer” under the\nrules and regulations of the SEC. As a foreign private issuer, we are exempt from certain rules under the Exchange Act that would otherwise\napply if we were a company incorporated in the United States, including:\n\n \n\n \n●\nthe\nrequirement to file periodic reports and financial statements with the SEC as frequently or as promptly as United States companies\nwith securities registered under the Exchange Act;\n\n \n \n \n\n \n●\nthe\nrequirement to file financial statements prepared in accordance with U.S. GAAP;\n\n \n \n \n\n \n●\nthe\nproxy rules, which impose certain disclosure and procedural requirements for proxy or consent solicitations; and\n\n \n \n \n\n \n●\nthe\nrequirement to comply with Regulation FD, which imposes certain restrictions on the selective disclosure of material information.\n\n \n\nIn\naddition, our officers, directors and principal shareholders are exempt from the “short swing” profit recovery provisions\nof Section 16 of the Exchange Act and the related rules with respect to their purchases and sales of our securities. Accordingly, you\nmay receive less information about us than you would receive about a public company incorporated in the United States and may be afforded\nless protection under the United States federal securities laws than you would be if we were incorporated in the United States.\n\n \n\n**As\na foreign private issuer, we are not required to comply with many of the corporate governance standards of Nasdaq applicable to companies\nincorporated in the United States.**\n\n \n\nOur\nBoard is required to maintain an audit committee comprised solely of three or more directors satisfying the independence standards of\nNasdaq applicable to audit committee members. As a foreign private issuer whose ordinary shares are listed on Nasdaq, we are not required\nto comply with most of the other corporate governance rules of Nasdaq and have the option to follow certain UK corporate governance practices\nrather than those of Nasdaq, except to the extent that such laws would be contrary to U.S. securities laws and provided that we disclose\nthe practices we are not following and describe the home country practices. While we intend to comply with the rules generally applicable\nto U.S. domestic companies listed on Nasdaq, we may in the future decide to use other foreign private issuer exemptions with respect\nto some or all of the other Nasdaq listing requirements. Following our home country governance practices, as opposed to the requirements\nthat would otherwise apply to a company listed on Nasdaq, may provide less protection than is accorded to investors under Nasdaq listing\nrequirements applicable to domestic issuers. For example, there is no requirement in the UK corporate governance rules for independent\ndirectors to have regularly scheduled meetings at which independent directors are present, or for the nomination committee to be solely\ncomprised of independent directors. In addition, the roles and responsibilities of the various board committees are different under the\ncorporate governance rules in the United Kingdom when compared to the Nasdaq listing requirements.\n\n \n\nWe\nintend to rely on the “foreign private issuer exemption” with respect to the following requirements:\n\n \n\n \n●\nWe\ndo not intend to follow Nasdaq Rule 5605(b) pursuant to which a majority of the board of directors of the Company must be comprised\nof independent directors as defined in Rule 5605(a)(2). Such independence requirement is not required under our Articles or the Companies\nAct. In accordance with generally accepted business practice, the composition of the board of directors of the Company will be governed\nby the Articles, which do not impose independence requirements.\n\n \n \n \n\n \n●\nWe\ndo not intend to follow Nasdaq Rule 5620(c) regarding quorum requirements applicable to meetings of shareholders. Such quorum requirements\nare not required under English law. In accordance with generally accepted business practice, our Amended and Restated Articles of\nAssociation and the Companies Act 2006 (the “Companies Act”) provide alternative quorum requirements that are generally\napplicable to meetings of shareholders.\n\n \n \n \n\n \n●\nWe\ndo not intend to follow Nasdaq Rule 5635(c) regarding shareholder approval requirements for the issuance of securities in connection\nwith a share option or purchase plan that is established or materially amended or other equity compensation arrangement is made or\nmaterially amended. Pursuant to the Companies Act, we cannot allot shares or grant rights to subscribe for or to convert any security\ninto shares in the Company without an ordinary resolution of the shareholders.\n\n \n \n \n\n \n●\nWe\ndo not intend to follow Nasdaq Rule 5635(d) regarding shareholder approval requirements for the issuance of more than 20% of the\noutstanding ordinary shares of the issuer. Pursuant to the Companies Act, we cannot allot ordinary shares or grant rights to subscribe\nfor or to convert any security into ordinary shares in the Company without an ordinary resolution of the shareholders.\n\n \n\nExcept\nas stated above, we intend to comply with the rules generally applicable to U.S. domestic companies listed on Nasdaq. We may in the future\ndecide to use other foreign private issuer exemptions with respect to some or all of the other Nasdaq listing requirements. Following\nour home country governance practices, as opposed to the requirements that would otherwise apply to a company listed on Nasdaq, may provide\nless protection than is accorded to investors under Nasdaq listing requirements applicable to domestic issuers.\n\n \n\n14\n\n \n\n** **\n\n**It\nmay be difficult for you to bring any action or enforce any judgment obtained in the United States against us or members of our Board,\nwhich may limit the remedies otherwise available to you.**\n\n \n\nWe\nare incorporated as a public limited company in England and Wales and all of our assets are located outside the United States. In addition,\nseveral members of our Board are nationals and residents of countries outside the United States, including the United Kingdom. Most or\nall of the assets of the members of the Board domiciled located of the United States are also located outside the United States. As a\nresult, it may not be possible for investors to effect service of process within the United States upon such persons or to enforce judgments\nobtained in U.S. courts against them or us, including judgments predicated upon the civil liability provisions of the U.S. federal securities\nlaws.\n\n \n\nThe\nUnited States and the United Kingdom do not currently have a treaty providing for the reciprocal recognition and enforcement of judgments\n(other than arbitration awards) in civil and commercial matters. Consequently, a final judgment for payment given by a court in the United\nStates, whether or not predicated solely upon U.S. securities laws, is not automatically recognized or enforceable in England and Wales.\nIn addition, uncertainty exists as to whether the English and Welsh courts would entertain original actions brought in England and Wales\nagainst us or our directors or executive officers predicated upon the securities laws of the United States or any state in the United\nStates. Any final and conclusive monetary judgment for a definite sum obtained against us in U.S. courts would be treated by the courts\nof England and Wales as a cause of action in itself and sued upon as a debt so that no retrial of the issues heard in the U.S. courts\nwould be necessary, provided that certain requirements are met consistent with English law (i.e. jurisdictional requirements. and public\npolicy). Whether these requirements are met in respect of a judgment based upon the civil liability provisions of the U.S. securities\nlaws is an issue for the English court making such decision. If an English court gives judgment for the sum payable under a U.S. judgment,\nthe English judgment will be enforceable by methods generally available for this purpose.\n\n \n\nAs\na result, U.S. investors may not be able to enforce against us or our executive officers, Board or certain experts named herein who are\nresidents of the United Kingdom or countries other than the United States any judgments obtained in U.S. courts in civil and commercial\nmatters, including judgments under the U.S. federal securities laws.\n\n \n\n**We\nintend to operate so as to be treated exclusively as a resident of the United Kingdom for tax purposes, but the relevant tax authorities\nmay treat us as also being a resident of another jurisdiction for tax purposes or as otherwise being subject to income tax in another\njurisdiction.**\n\n \n\nUnder\nEnglish law we are treated as a resident of the United Kingdom for tax purposes because we are incorporated in the United Kingdom.\n\n \n\nThe\ntax authorities of another jurisdiction, for example the United States, may treat us as also being a resident of that other jurisdiction\nfor tax purposes or otherwise subject to income tax in such other jurisdiction, where for example it considers that we exercise management\nand control from that other jurisdiction or are engaged in trade or business activities in such other jurisdiction. Because this analysis\nis highly factual and may depend on future changes in our management and organizational structure, there can be no assurance regarding\nthe final determination of our tax residence or whether we will be subject to income tax in any other jurisdictions. However, on the\nbasis that we operate such that, (i) meetings of our Board in which strategic decisions will be made will be held on not less than a\nquarterly basis in the United Kingdom; (ii) all or the majority of directors present at each Board meeting will, save in extremis, be\nphysically present in the United Kingdom; (iii) decision making by way of written resolution will be limited to minor decisions required\nto bring into effect strategic decisions that have already been taken by the Board in meetings convened in the United Kingdom, and only\non points of detail rather than on key decisions; (iv) non-UK resident directors will not act outside of the powers which have been delegated\nto them in meetings of the Board; (v) at those meetings there are and will be full discussions of, and decisions are made regarding,\nall key strategic issues affecting us and our subsidiaries; (vi) those meetings are and will be properly minuted noting the location\nof directors at the time of such meeting; and (vii) we have and will have permanent staffed office premises in the United Kingdom providing\nkey functions, then we anticipate that the risks are low of us being treated as resident for tax purposes in any jurisdiction other than\nthe United Kingdom or otherwise being subject to income tax in another jurisdiction. Such analysis is always subject to the tax residence\nand other tax rules of that other jurisdiction. Should we be treated as resident for tax purposes in another jurisdiction other than\nthe United Kingdom or otherwise having economic substance or being subject to income tax in another jurisdiction, we would be subject\nto taxation in such jurisdiction in accordance with such jurisdiction’s laws, which could result in additional costs and expenses.\nHowever, if that is the case, where (a) that other jurisdiction has a double tax treaty with the United Kingdom and (b) there is a tiebreaker\nprovision in that tax treaty which allocates exclusive residence to either that other jurisdiction or the United Kingdom, there should\nbe no double taxation although our overall effective tax rate may increase if the other jurisdiction’s tax rate is greater. If\nthere is double taxation, we may in certain circumstances be able to claim unilateral credit against United Kingdom taxes in respect\nof taxes paid in that other jurisdiction, capped at the lower of the United Kingdom tax rate and the overseas tax rate on the relevant\nincome or gains.\n\n \n\n**The\nrights of our shareholders may differ from the rights typically offered to shareholders of a U.S. corporation.**\n\n \n\nWe\nare incorporated under English law. The rights of holders of our ordinary shares are governed by English law, including the provisions\nof the Companies Act, and by our Amended and Restated Articles of Association. These rights differ in certain respects from the rights\nof shareholders in typical U.S. corporations.\n\n \n\n15\n\n \n\n** **\n\n**The\nUK City Code on Takeovers and Mergers, or the Takeover Code, may apply to the Company.**\n\n \n\nThe\nCompany is incorporated in, and has its registered office in, the United Kingdom, but its securities are not admitted to trading on a\nregulated market or multilateral trading facility in the United Kingdom (or a stock exchange in the Channel Islands or the Isle of Man).\nThe City Code shall only apply to the Company if it is considered by the Panel to have its place of central management and control in\nthe United Kingdom (or the Channel Islands or the Isle of Man). This is known as the “residency test”. The way in which the\ntest for central management and control is applied for the purposes of the City Code may be different from the way in which it is applied\nby the United Kingdom tax authorities, HMRC. For the purposes of determining where the Company has its place of central management and\ncontrol, the Panel will consider, among other things, the structure of the Board, the functions of the directors of the Board and where\nthey are resident.\n\n \n\nA\nmajority of the Board resides outside of the United Kingdom, the Channel Islands and the Isle of Man. Accordingly, based upon the Company’s\ncurrent Board and management structure and its intended plans for its directors and management, for the purposes of the City Code, the\nCompany is considered to have its place of central management and control outside of the United Kingdom, the Channel Islands or the Isle\nof Man. Therefore, the City Code is not expected to apply to the Company.\n\n \n\nIt\nis possible that, in the future, circumstances, and in particular the Board’s place of central management, could change which may\ncause the City Code to apply to the Company, and it is at this point that the Company and its shareholders would have the benefit of\nthe protections that the City Code affords, including, but not limited to, under Rule 9 of the City Code as set out below.\n\n \n\nThe\nCity Code is issued and administered by the Panel and provides a framework within which takeovers of companies subject to it are conducted.\nIn particular, the City Code contains certain rules in respect of mandatory offers. Under Rule 9 of the City Code, if a person:\n\n \n\n \n(a)\nacquires,\nwhether by a series of transactions over a period of time or not, an interest in our shares which, when taken together with shares\nin which he or persons acting in concert with him are interested, carries 30% or more of the voting rights of our shares (which percentage\nis treated by the City Code as the level at which effective control is obtained); or\n\n \n \n \n\n \n(b)\nwho,\ntogether with persons acting in concert with him, is interested in shares that in the aggregate carry not less than 30% and not more\nthan 50% of the voting rights in us, acquires additional interests in shares that increase the percentage of shares carrying voting\nrights in which that person is interested,\n\n \n\nthe\nacquirer, and depending on the circumstances, its concert parties would be required (except with the consent of the Panel) to make a\ncash offer to all other shareholders for all of their shares in our capital at a price not less than the highest price paid for any interests\nin the shares by the acquirer or its concert parties during the 12 months before the offer was announced.\n\n \n\nIn\naddition, if at the time of a takeover offer, the Panel determines that the Company’s place of central management and control is\nin the United Kingdom, the Company would be subject to a number of rules and restrictions under the City Code which could delay, prevent\nor make it more difficult to consummate a merger, tender offer, proxy contest or change of control. This includes, but not limited to,\nthe following: (i) the Company’s ability to enter into deal protection arrangements with a bidder would be extremely limited; (ii)\nthe Company might not, without the approval of shareholders, be able to perform certain actions that could have the effect of frustrating\nan offer, such as issuing shares or carrying out acquisitions or disposals; and (iii) the Company would be obliged to provide equality\nof information to all bona fide competing bidders.\n\n \n\n**If\nwe are deemed or become a passive foreign investment company (“PFIC”), for U.S. federal income tax purposes, this may result\nin adverse U.S. federal income tax consequences for U.S. taxpayers that are holders of our ordinary shares.**\n\n \n\nWe\nwill be treated as a PFIC for U.S. federal income tax purposes in any taxable year in which either (1) at least 75% of our gross income\nis “passive income” or (2) on average at least 50% of our assets by value produce passive income or are held for the production\nof passive income. Passive income for this purpose generally includes, among other things, certain dividends, interest, royalties, rents\nand gains from commodities and securities transactions and from the sale or exchange of property that gives rise to passive income. Passive\nincome also includes amounts derived by reason of the temporary investment of funds, including those raised in a public offering. In\ndetermining whether a non-U.S. corporation is a PFIC, a proportionate share of the income and assets of each corporation in which it\nowns, directly or indirectly, at least a 25% interest (by value) is taken into account.\n\n \n\nWe\ndo not believe we were a PFIC for 2024, but there can be no assurance that we were not a PFIC for 2024 or that the United States Internal\nRevenue Service (the “IRS”), will agree with any position we take regarding PFIC status for such taxable year. There can\nalso be no assurance that we will not be a PFIC in 2025 or for any other taxable year, as our operating results for any such years may\ncause us to be a PFIC. If we were to be characterized as a PFIC for U.S. federal income tax purposes in any taxable year during which\na U.S. Holder (defined as a beneficial owner of our ordinary shares that is, for United States federal income tax purposes, (i) an individual\nwho is a citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for United States federal\nincome tax purposes) created in, or organized under the laws of, the United States or any state thereof or the District of Columbia,\n(iii) an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source,\nor (iv) a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more\nUnited States persons who have the authority to control all substantial decisions of the trust or (B) that has otherwise elected to be\ntreated as a United States person under the Code) owns our ordinary shares, and such U.S. Holder does not make an election to treat us\nas a “qualified electing fund,” or a QEF, or make a “mark-to-market” election, then “excess distributions”\nto a U.S. Holder, and any gain realized on the sale or other disposition of our ordinary shares will be subject to special rules. Under\nthese rules: (1) the excess distribution or gain would be allocated ratably over the U.S. Holder’s holding period for the ordinary\nshares; (2) the amount allocated to the current taxable year and any period prior to the first day of the first taxable year in which\nwe were a PFIC would be taxed as ordinary income; and (3) the amount allocated to each of the other taxable years would be subject to\ntax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed deferral\nbenefit would be imposed with respect to the resulting tax attributable to each such other taxable year. In addition, if the IRS determines\nthat we are a PFIC for a year with respect to which we have determined that we were not a PFIC, it may be too late for a U.S. Holder\nto make a timely QEF or mark-to-market election. U.S. Holders who hold or have held our ordinary shares during a period when we were\nor are a PFIC will be subject to the foregoing rules, even if we cease to be a PFIC in subsequent years, subject to exceptions for U.S.\nHolders who made a timely QEF or mark-to-market election. However, because we do not intend to prepare or provide the information that\nwould permit the making of a valid QEF election, such an election will not be available to U.S. Holders.\n\n \n\n16"}