{"url_path":"/sec/slbt/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 ADDITIONAL INFORMATION**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-06-18","source_url":"https://www.sec.gov/Archives/edgar/data/2070534/0001213900-26-070158-index.html","accession_number":"0001213900-26-070158","cik":"0002070534","ticker":"SLBT","issuer_name":"SL Science Holding Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/2070534/0001213900-26-070158-index.html","primary_entity_key":"0002070534","primary_entity_name":"SL Science Holding Ltd"},"word_count":1046,"has_tables":true,"body_markdown":"** **\n\n**ITEM 10. ADDITIONAL INFORMATION**\n\n** **\n\n**A.**\n**Share Capital**\n\nAs of the date of this Report, subsequent to the closing of the Business Combination, there were 560,759,757 Ordinary Shares and 780,000\nPreferred Shares that were issued and outstanding. Each Preferred Share will be converted into one-third (1/3) of one Ordinary Share on\nthe six-month anniversary of the closing of the Business Combination.\n\n**B.**\n**Memorandum and Articles of Association**\n\nThe amended and restated articles of association of the Company (“Company\nCharter”) effective as of June 12, 2026 are filed as part of this Report.\n\nAs of the date of this Report, our authorized share capital is US$50,000 divided into 4,950,000,000, ordinary shares of par value US$0.00001\neach and 50,000,000 preferred shares of par value US$0.00001 each. The description of other aspects of the Company Charter are contained\nin the Form F-4 in the section titled “Description of PubCo’s Share Capital,” which is incorporated herein by reference.\n\n** **\n\n**C.**\n**Material Contracts**\n\n** **\n\n**Material Contracts Relating to SL Bio’s Operations**\n\nInformation pertaining to\nthe Company’s material contracts is set forth in the Form F-4, in the sections titled “Information Related to SL Bio,”\n“Risk Factors —  Risks Related to SL Bio’s Business and Industry,” and “Certain Relationships\nand Related Person Transactions,” each of which is incorporated herein by reference.\n\n** **\n\n**Material Contracts Relating to the Business\nCombination**\n\n* *\n\n*Business Combination Agreement*\n\nThe description of the Business\nCombination Agreement in the Form F-4 in the section titled “Proposal No. 1 — The Business Combination Proposals - The Business\nCombination Agreement” is incorporated herein by reference.\n\n* *\n\n*Related Agreements*\n\nThe description of the material\nprovisions of certain additional agreements entered into pursuant to the Business Combination Agreement in the Form F-4 in the section\ntitled “Proposal No. 1 — The Business Combination Proposals - Other Transaction Documents” is incorporated herein by\nreference.\n\n* *\n\n*Subscription Agreements and Lock-up Agreements\nfor PIPE Financing*\n\nIn connection with the Business\nCombination, SLBT entered into the Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors committed to\npurchase an aggregate of 780,000 PubCo Units, in a private placement for a purchase price of $10.00 per PubCo Unit. Each PubCo Unit consists\nof (i) one PubCo Ordinary Share and (ii) one series A preferred share of SLBT, par value $0.00001 per share (the “PubCo Preferred\nShares”). Each PubCo Preferred Share will be converted into one-third (1/3) of one PubCo Ordinary Share (such converted PubCo Ordinary\nShares, the “Conversion Shares”) on the six-month anniversary of the closing of the Business Combination. SLBT agreed to file\na resale registration statement with the SEC to register the PubCo Ordinary Shares and Conversion Shares acquired by the PIPE Investors\nunder the Subscription Agreements (the “Securities”). In the meantime, each PIPE Investor entered into a lock-up agreement\nwith SLBT, pursuant to which each PIPE Investor agreed not to sell or otherwise dispose of the Securities for a period of six (6) months\nfollowing the closing date of the PIPE Financing, unless SLBT consummates a subsequent liquidation, merger, share exchange or other similar\ntransaction within this lock-up period which results in all of SLBT’s shareholders having the right to exchange their PubCo Ordinary\nShares for cash, securities or other property.\n\n**D.**\n**Exchange Controls**\n\nThere are no governmental\nlaws, decrees, regulations or other legislation in the Cayman Islands that may affect the import or export of capital, including the availability\nof cash and cash equivalents for use by the Company, or that may affect the remittance of dividends, interest, or other payments by the\nCompany to non-resident holders of its Ordinary Shares. There is no limitation imposed by the laws of the Cayman Islands or in the Company\nCharter on the right of non-residents to hold or vote shares.\n\n31\n\n**E.**\n**Taxation**\n\nInformation pertaining to\ntax considerations is set forth in the Form F-4, in the section titled “Material Tax Considerations,” which is incorporated\nherein by reference.\n\n** **\n\n**F.**\n**Dividends and Paying Agents**\n\nInformation regarding Company’s\npolicy on dividends is described in the Form F-4, in the section titled “Description of PubCo’s Share Capital — Dividends,”\nwhich is incorporated herein by reference. The Company has not identified a paying agent.\n\n** **\n\n**G.**\n**Statement by Experts**\n\nThe consolidated financial statements of the Company and its subsidiaries that are included in this Report have been audited by ARK Pro\nCPA & Co, an independent registered public accounting firm. Such consolidated financial statements have been included in reliance\nupon the report of said firm, given on the authority of the said firm as expert in accounting and auditing.\n\nThe consolidated financial statements of SL BIO Ltd. and its subsidiaries that are included in this Report have been audited by ARK Pro\nCPA & Co, an independent registered public accounting firm. Such consolidated financial statements have been included in reliance\nupon the report of said firm, given on the authority of the said firm as expert in accounting and auditing.\n\nThe financial statements of HSPT that are included in this Report have been audited by Marcum Asia CPAs LLP, an independent registered\npublic accounting firm. Such financial statements have been included in reliance upon the authority of the said firm as expert in accounting\nand auditing.\n\n** **\n\n**H.**\n**Documents on Display**\n\nWe are subject to certain\nof the informational filing requirements of the Exchange Act. Since we are a “foreign private issuer,” we are exempt from\nthe rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors\nand principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions contained in Section\n16 of the Exchange Act, with respect to their purchase and sale of our shares. In addition, we are not required to file reports and financial\nstatements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However,\nwe are required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent accounting\nfirm. We may, but are not required, to furnish to the SEC, on Form 6-K, unaudited financial information after each of our first three\nfiscal quarters. The SEC also maintains a website at http://www.sec.gov that contains reports and other information that we file with\nor furnish electronically with the SEC.\n\n** **\n\n**I.**\n**Subsidiary Information**\n\nNot applicable."}