{"url_path":"/sec/tghl/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/2024114/0001493152-26-023959-index.html","accession_number":"0001493152-26-023959","cik":"0002024114","ticker":"TGHL","issuer_name":"GrowHub Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/2024114/0001493152-26-023959-index.html","primary_entity_key":"0002024114","primary_entity_name":"GrowHub Ltd"},"word_count":16282,"has_tables":true,"body_markdown":"**Item\n3. Key Information**\n\n** **\n\n**A.**\n[Reserved]\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*This\nannual report also contains forward-looking statements having direct and/or indirect implications on our future performance. Our actual\nresults could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including\nthe risks and uncertainties faced by us described below and elsewhere in this annual report. See section titled “CAUTIONARY STATEMENT\nREGARDING FORWARD-LOOKING STATEMENTS”*\n\n \n\n**Risks\nRelating to Our Corporate Structure**\n\n** **\n\n**Risks\nRelated to Our Business**\n\n** **\n\n**Our\nGroup does not have a long operating history as an integrated group.**\n\n** **\n\nOur\nCompany was incorporated as a holding company on April 12, 2024. While our businesses have been in operation since 2020, we do not have\na long history of running an integrated group with standardized policies and procedures as compared to our competitors and on which our\npast performance may be judged. Given our limited operating history and the rapidly evolving market in which we compete, we may encounter\noperational, financial and other difficulties as we establish and expand our operations, product and service developments, sales and\nmarketing, technology and general and administrative capabilities.\n\n \n\n**We\nmay incur losses in the future.**\n\n** **\n\nFor the years ended December 31, 2024 and December 31, 2025, the Company\nrecorded net loss of S$2.36 million (approximately US$1.73 million) and S$17.20 million (approximately US$13.38 million), respectively.\nWe anticipate that our operating expenses, together with the increased general administrative expenses of a public company, will increase\nin the foreseeable future as we seek to maintain and continue to grow our business, attract potential customers and further enhance our\nservice offering. These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue\nsufficiently to offset these higher expenses. As a result of the foregoing and other factors, we may continue to incur net losses in the\nfuture and may be unable to achieve or maintain sufficient cash flows or profitability on a quarterly or annual basis for the foreseeable\nfuture.\n\n \n\n**Our\nhistorical financial and operating results are not a guarantee of our future performance.**\n\n** **\n\nOur\nannual and periodic financial results vary from year to year and from period to period, in response to a number of factors that we cannot\npredict, such as general business outlook and sentiment, economic market conditions, employment rates, inflation and interest rates and\nconsumer confidence. As such, our annual and periodic financial results are not a guarantee of our future economic performance and undue\nreliance should not be placed on such results for future speculative purposes.\n\n \n\n**If\nwe are unable to attract new customers, our business will be harmed.**\n\n \n\nTo\ngrow our business, we must continue to attract new customers. To do so, we must successfully convince potential customers of the benefits\nand the value of our GrowHub Platform. This may require significant and costly sales efforts that are targeted at larger enterprises\nand senior management of these potential customers. These factors significantly impact our ability to add new customers and increase\nthe time, resources, and sophistication required to do so. In addition, numerous other factors, many of which are out of our control,\nmay now or in the future impact our ability to acquire new customers, including potential customers’ commitments to other providers,\nreal or perceived costs of switching to our platform, our failure to expand, retain, and motivate our sales and marketing personnel,\nour failure to develop or expand relationships with potential customers and channel partners, failure by us to help our customers to\nsuccessfully deploy our platform, negative media or industry or financial analyst commentary regarding us or our solutions, litigation,\nand deteriorating general economic conditions. Any of these factors could impact our ability to attract new customers to our platform.\nAs a result of these and other factors, we may be unable to attract new customers, which would harm our business.\n\n \n\n1\n\n \n\n \n\n**If\nour platform fails to perform properly due to defects, interruptions, delays in performance. or similar problems, and if we fail to develop\nenhancements to resolve any defect, interruption, delay, or other problems, we could lose customers, become subject to service performance\nor warranty claims or incur significant costs.**\n\n \n\nOur\noperations are dependent upon our ability to prevent system interruption. The applications underlying our GrowHub Platform are inherently\ncomplex and may contain material defects or errors, which may cause disruptions in availability or other performance problems. We have\nfrom time to time found defects in our platform and may discover additional defects in the future that could result in data unavailability,\nunauthorized access to, loss, corruption, or other harm to our customers’ data. These defects or errors could also be found in\nthird-party applications on which we rely.\n\n \n\nWe\nhost our GrowHub Platform on Polygon, a third-party blockchain platform. We depend, in part, on our third-party facility providers’\nability to protect these facilities against damage or interruption from natural disasters, power or telecommunications failures, criminal\nacts, and similar events. In some cases, third-party cloud providers run their own platforms that we access, and we are, therefore, vulnerable\nto their service interruptions. In the event that there are any errors in software, failures of hardware, damages to a facility, or misconfigurations\nof any of our services, we could experience lengthy interruptions to our platform as well as delays and additional expenses in arranging\nnew facilities and services. Our customers may choose to divert their traffic away from our platform as a result of such interruptions\nor delays.\n\n \n\nThe\noccurrence of any defects, errors, disruptions in service, or other performance problems, interruptions, or delays with our platform,\nwhether in connection with the day-to-day operations or otherwise, could result in:\n\n \n\n \n●\nloss\nof customers;\n\n \n \n \n\n \n●\nreduced\ncustomer usage of our platforms;\n\n \n \n \n\n \n●\nlost\nor delayed market acceptance and sales of our products;\n\n \n \n \n\n \n●\ndelays\nin payment to us by customers;\n\n \n \n \n\n \n●\ninjury\nto our reputation and brand;\n\n \n \n \n\n \n●\nlegal\nclaims, including warranty and service level agreement claims against us; or\n\n \n \n \n\n \n●\ndiversion\nof our resources, including through increased service and warranty expenses or financial concessions, and increased insurance costs.\n\n \n\nThe\ncosts incurred in correcting any material defects, errors, or other performance problems in our platform may be substantial and could\nharm our business.\n\n \n\n**If\nwe fail to adapt and respond effectively to rapidly changing technology, evolving industry standards, changing regulations, and changing\ncustomer needs, requirements, or preferences, our products may become less competitive.**\n\n \n\nThe\nmarket in which we compete is relatively new and subject to rapid technological change, evolving industry standards and regulatory changes,\nas well as changing customer needs, requirements, and preferences. The success of our business will depend, in part, on our ability to\nadapt and respond effectively to these changes on a timely basis. If we are unable to develop and sell new products that satisfy our\ncustomers and provide enhancements, new features, and capabilities to our platform that keep pace with rapid technological and industry\nchange, our revenue and operating results could be adversely affected. If new technologies emerge that enable our competitors to deliver\ncompetitive products and applications at lower prices, more efficiently, more conveniently, or more securely, such technologies could\nadversely impact our ability to compete. If our platform does not allow us or our customers to comply with the latest regulatory requirements,\nour existing customers may decrease their usage on our platform and new customers will be less likely to adopt out platform.\n\n \n\n2\n\n \n\n \n\nOur\nplatform must also integrate with a variety of network, hardware, mobile, and software platforms and technologies, and we need to continuously\nmodify and enhance our products and platform capabilities to adapt to changes and innovation in these technologies. If developers widely\nadopt new software platforms, we would have to attempt to develop new versions of our products and enhance our platform’s capabilities\nto work with those new platforms. These development efforts may require significant engineering, marketing, and sales resources, all\nof which would affect our business and operating results. Any failure of our platform’s capabilities to operate effectively with\nfuture infrastructure platforms, technologies, and software platforms could reduce the demand for our platform. If we are unable to respond\nto these changes in a cost-effective manner, our products may become less marketable and less competitive or obsolete, and our business\nmay be harmed.\n\n** **\n\n**We\nreceive a substantial portion of our revenues from a limited number of customers, and the loss of, or a significant reduction in usage\nby, one or more of our major customers would result in lower revenues and could harm our business.**\n\n \n\nOur\nfuture success is dependent on establishing and maintaining successful relationships with a diverse set of customers. We currently receive\na significant portion of our revenues from a limited number of customers. It is likely that we will continue to be dependent upon a limited number of customers\nfor a significant portion of our total revenues for the foreseeable future, as such short-term dependence is inherent in our project-based\nbusiness nature. Although we would not rely on any single customer for recurring revenue in the long run, the loss of one or more key\ncustomers during an on-going project or in the middle of our collaboration would reduce our revenues for the fiscal year which we rely\non the projects with those customers for income. If we fail to maintain existing customers or develop relationships with new customers,\nour business would be harmed.\n\n** **\n\n**Security\nincidents and attacks on our platform could lead to significant costs and disruptions that could harm our business, financial results,\nand reputation.**\n\n \n\nOur\nbusiness is dependent on providing our customers with fast, efficient, and reliable data on our GrowHub Platform. We transmit and store\nour customers’ information, data, and encryption keys as well as our own; customer information and data may include personally\nidentifiable data of and about their end-users. Maintaining the security and availability of our platform, network, and internal IT systems\nand the security of information we hold on behalf of our customers is a critical issue for us and our customers. Attacks on our customers\nand our own network are frequent and take a variety of forms, including DDoS attacks, infrastructure attacks, botnets, malicious file\nattacks, cross-site scripting, credential abuse, ransomware, bugs, viruses, worms, and malicious software programs. Malicious actors\ncan attempt to fraudulently induce employees or suppliers to disclose sensitive information through spamming, phishing, or other tactics.\nIn addition, unauthorized parties may attempt to gain physical access to our facilities in order to infiltrate our information systems.\nWe have in the past been subject to cyber-attacks from third parties, including parties who we believe are sponsored by government actors.\nSince our customers share our multi-tenant architecture, an attack on any one of our customers could have a negative effect on other\ncustomers. These attacks have significantly increased the bandwidth used on our platform and have strained our network. If attacks like\nthese were to occur in the future and if we do not have the systems and processes in place to respond to them, our business could be\nharmed.\n\n \n\nSecurity\nincidents, whether as a result of third-party action, employee or customer error, technology impairment or failure, malfeasance or criminal\nactivity, or hostile state actors, could result in unauthorized access to, or loss or unauthorized disclosure of, this information, litigation,\nindemnity obligations, and other possible liabilities. Further, certain of our insurance policies and the laws of some states may limit\nor prohibit insurance coverage for punitive or certain other types of damages or liability arising from gross negligence or intentional\nmisconduct of us and our suppliers and we cannot assure you that we are adequately insured against the risks that we face.\n\n \n\nIn\nrecent years, cyber-attacks have increased in size, sophistication, and complexity, increasing exposure for our customers and us. The\ncosts to us to avoid or alleviate cyber or other security problems and vulnerabilities may be significant. However, our efforts to address\nthese problems and vulnerabilities may not be successful. Any significant breach of our security measures could:\n\n \n\n \n●\nlead\nto the dissemination of proprietary information or sensitive, personal, or confidential data about us, our employees, or our customers—including\npersonally identifiable information of individuals involved with our customers and their end-users;\n\n \n\n3\n\n \n\n \n\n \n●\nlead\nto interruptions or degradation of performance in our platform;\n\n \n \n \n\n \n●\nthreaten\nour ability to provide our customers with access to our platform;\n\n \n \n \n\n \n●\ngenerate\nnegative publicity about us;\n\n \n \n \n\n \n●\nresult\nin litigation and increased legal liability or fines; or\n\n \n \n \n\n \n●\nlead\nto governmental inquiry or oversight.\n\n \n\nThe\noccurrence of any of these events could harm our business or damage our brand and reputation, lead to customer credits, loss of customers,\nhigher expenses, and possibly impede our present and future success in retaining and attracting new customers. A successful security\nbreach or attack on our infrastructure would be damaging to our reputation and could harm our business. Similar security risks exist\nwith respect to our business partners and the third-party vendors that we rely on for aspects of our information technology support services\nand administrative functions. As a result, we are subject to the risk that cyber-attacks on our business partners and third-party vendors\nmay adversely affect our business even if an attack or breach does not directly impact our systems. It is also possible that security\nbreaches sustained by our competitors could result in negative publicity for our entire industry that indirectly harms our reputation\nand diminishes demand for our platform.\n\n** **\n\n**Interruption\nor failure of our information technology and communications systems due to natural disasters, human error or malicious acts could impair\nour ability to effectively provide our services and products, which could damage our brand and reputation and adversely affect our operating\nresults.**\n\n** **\n\nWe\ndepend on the continuing operation of our information technology and communications systems to provide our products and services. Most\nof our businesses rely almost exclusively on the Internet to provide services to our users and clients. Any damage to or failure of our\ndigital systems, our physical infrastructure or the telecommunications infrastructure more broadly could result in interruptions in our\nservices, which could damage our brand and reputation and could result in decreased use of our services and cause us to incur significant\ncosts or financial losses.\n\n \n\nOur\nsystems are vulnerable to damage or interruption from natural disasters, acts of war or terrorist attacks, fires, power loss, hardware\nand software defects and malfunctions and telecommunications failures. For example, a significant portion of our Japan business and is\nlocated in the Kansai region, which has a high risk of major earthquakes. Our disaster recovery and business continuity plans may not\naddress all contingencies that could arise in the event of a major disruption of services, which could harm our reputation, business,\nfinancial condition and results of operations. We rely on third parties to a significant extent for that technological infrastructure.\nFor example, we heavily rely on the stability and security of Polygon network for providing our services including but not limited to\nproduct trading for businesses. As a result, our business also depends on the measures that such third parties take to ensure the continuity\nof their services.\n\n \n\nIn\naddition, despite our implementation of information security measures such as encryption and security protocols, our systems and the\nInternet generally are vulnerable to computer viruses, worms, and other malicious software programs, physical and electronic break-ins,\nsabotage and similar disruptions, and we may be vulnerable to coordinated attempts to overload our systems with data, resulting in denial\nor reduction of service to some or all of our users for a period of time. In addition, we have observed a high level of attention in\nthe information technology industry to the risk of cyber-attacks that could result in unauthorized access to confidential or sensitive\ninformation, including personal information, misappropriation of assets, corruption of data or operational disruption.\n\n \n\nTo\ncombat cyber-attacks, we have policies and procedures in place to prevent or limit the effect of possible security breaches of our information\ntechnology systems, but there can be no assurance that our policies and procedures will be sufficient to protect our systems. For example,\nour businesses must provide secure transmission of confidential information over public networks, and many of our users routinely provide\nus with patient and other personal information. We rely on encryption and authentication technology licensed from third parties to effect\nsecure transmission of confidential information. Advances in computer capabilities, new discoveries in the field of cryptography or other\ndevelopments may result in a compromise or breach of the technology we use to protect such personal and transaction data.\n\n \n\n4\n\n \n\n \n\nIf\nour efforts to combat these malicious applications or cyber-attacks are unsuccessful, or if our services and products have actual or\nperceived vulnerabilities, clients, potential clients and other third parties accessing our platforms may lose confidence in our information\nsecurity and cease or decline to do business or otherwise interact with us. Moreover, security breaches could damage our reputation and\nexpose us to a risk of loss or litigation and possible liability. Certain of our businesses may not be insured against losses caused\nby security breaches, and any insurance policies we hold may not cover or may not be adequate to reimburse us for such losses. We are\nalso exposed to targeted attempts by third parties to access and misuse our systems. In addition, we depend on third parties for certain\nservices with respect to the implementation and maintenance of our information systems and accordingly some system problems and failures\nmay be outside of our control.\n\n \n\n**Our\nbusiness generates and processes a large amount of data, and the improper use or disclosure of such data may harm our reputation and\nbusiness.**\n\n \n\nOur\nbusiness generates and processes a large quantity of transaction data. We face certain risks inherent in handling large volumes of data\nand in protecting the security of such data, including those relating to:\n\n \n\n \n●\nprotecting\nthe data in and hosted on our system, including against attacks on our system by outside parties or fraudulent behavior by our employees;\nand\n\n \n \n \n\n \n●\naddressing\nconcerns related to privacy and sharing, safety, security and other factors.\n\n \n\nWe\nare subject to laws and regulations of Singapore and other countries and regions relating to the collection, use, retention, security\nand transfer of identifiable information with respect to our customers, suppliers and employees. In many cases, these laws not only apply\nto third-party transactions, but may also restrict cross-border transfers of identifiable information. Several jurisdictions have passed\nlaws in this area, and other jurisdictions are considering imposing additional restrictions. These laws continue to develop and may vary\nfrom jurisdiction to jurisdiction. Complying with emerging and changing international requirements may cause us to incur substantial\ncosts or require it to change its business practices. Any failure, or perceived failure, by us to comply with any privacy policies or\nregulatory requirements or laws, rules and regulations related to privacy protection could result in proceedings or actions against it\nby government authorities or others. These proceedings or actions may subject us to significant penalties and negative publicity, require\nus to change our business practices, increase our costs and severely disrupt its business.\n\n \n\nIn\naddition, the secure transmission of confidential information over public networks is essential for maintaining user confidence. We do\nnot have control over the security measures of the Polygon network, and their security measures may not be adequate. We could be exposed\nto litigation and possible liability if we fail to safeguard confidential user information, which could harm our reputation and its ability\nto attract or retain users, and may materially and adversely affect our business.\n\n** **\n\n**Our\nsales to highly regulated organizations and government entities are subject to a number of challenges and risks.**\n\n** **\n\nWe\nsell to customers in highly regulated industries such as financial services, insurance, and healthcare, as well as to various governmental\nagency customers, including state and local agency customers, and foreign governmental agency customers. Sales to such entities are subject\nto a number of challenges and risks. Selling to such entities can be highly competitive, expensive, and time-consuming, often requiring\nsignificant upfront time and expense without any assurance that these efforts will generate a sale. Government contracting requirements\nmay change and in doing so restrict our ability to sell into the government sector until we comply with the revised requirements. Government\ndemand and payment for our products and services are affected by public sector budgetary cycles and funding authorizations, with funding\nreductions or delays adversely affecting public sector demand for our products and services.\n\n \n\nFurther,\nhighly regulated and governmental entities may demand shorter contract terms or other contractual provisions that differ from our standard\narrangements, including terms that can lead those customers to obtain broader rights in our products and services than would be standard.\nSuch entities may have statutory, contractual, or other legal rights to terminate contracts with us or our partners due to a default\nor for other reasons, and any such termination may harm our business. In addition, these governmental agencies may be required to publish\nthe rates we negotiate with them, which could harm our negotiating leverage with other potential customers and in turn harm our business.\n\n \n\n5\n\n \n\n \n\n**We\noperate in an emerging and evolving market, which may develop more slowly or differently than we expect. If our market does not grow\nas we expect, or if we cannot expand our services to meet the demands of this market, our revenue may decline, or fail to grow, and we\nmay incur operating losses.**\n\n \n\nThe\nmarket for product traceability technology is in an early stage of development. There is considerable uncertainty over the size and rate\nat which this market will grow, as well as whether our platform will be widely adopted. Our success will depend, to a substantial extent,\non the widespread adoption of our platform as an alternative to other traditional food traceability solutions. Some organizations may\nbe reluctant or unwilling to use our platform for a number of reasons, including concerns about additional costs, uncertainty regarding\nthe reliability, and security of cloud-based offerings or lack of awareness of the benefits of our platform. Our ability to expand sales\nof our product into new and existing markets depends on several factors, including potential customer awareness of our platform; introduction\nand market acceptance of enhancements to our platform or new applications that we may introduce; our ability to attract, retain and effectively\ntrain sales and marketing personnel; our ability to develop relationships with partners; the effectiveness of our marketing programs;\nthe pricing of our services; and the success of our competitors. If we are unsuccessful in developing and marketing our product into\nnew and existing markets, or if organizations do not perceive or value the benefits of our platform, the market for our product might\nnot continue to develop or might develop more slowly than we expect, either of which may harm our business.\n\n \n\n**Usage\nof our platform accounts for substantially all of our revenue. If market growth for our GrowHub Platform lags behind expectations due\nto various factors, our business would be adversely affected.**\n\n \n\nFor\nthe two years ended December 31, 2025 and 2024, we were substantially dependent on our GrowHub Platform to generate revenue for the foreseeable\nfuture. As a result, our operating results could suffer due to:  \n\n \n\n \n●\nany\ndecline in demand for our GrowHub Platform;\n\n \n \n \n\n \n●\nthe\nfailure of our GrowHub Platform to achieve continued market acceptance;\n\n \n \n \n\n \n●\nthe\nmarket for traceability technology not continuing to grow, or growing more slowly than we expect;\n\n \n \n \n\n \n●\nthe\nintroduction of products and technologies that serve as a replacement or substitute for, or represent an improvement over, our GrowHub\nPlatform;\n\n \n \n \n\n \n●\ntechnological\ninnovations or new standards that our GrowHub Platform does not address;\n\n \n \n \n\n \n●\nsensitivity\nto current or future prices offered by us or our competitors;\n\n \n \n \n\n \n●\nour\ncustomers’ development of their own traceability platform; and\n\n \n \n \n\n \n●\nour\ninability to release enhanced versions of our GrowHub Platform on a timely basis.\n\n \n\nIf\nthe market for our GrowHub Platform grows more slowly than anticipated or if demand for our GrowHub Platform does not grow as quickly\nas anticipated, whether as a result of competition, pricing sensitivities, product obsolescence, technological change, unfavorable economic\nconditions, uncertain geopolitical environment, budgetary constraints of our customers, or other factors, our business would be harmed.\n\n \n\n**We\nrely on the performance of highly skilled personnel, including our management and other key employees, and the loss of one or more of\nsuch personnel, or of a significant number of our team members, could harm our business.**\n\n \n\nWe\nbelieve our success has depended, and continues to depend, on the efforts and talents of senior management and key personnel, including\nChan Choon Yew Lester, our Founder, Director, Chairman of the Board of Directors, and Chief Executive Officer.   From time\nto time, there may be changes in our management team resulting from the hiring or departure of executives and key employees, which could\ndisrupt our business. We also are dependent on the continued service of our existing software engineers because of the complexity of\nour platform. Our senior management and key employees are employed on an at-will basis. We cannot ensure that we will be able to retain\nthe services of any member of our senior management or other key employees or that we would be able to timely replace members of our\nsenior management or other key employees should any of them depart. The loss of one or more of our senior management or other key employees\ncould harm our business.\n\n \n\n6\n\n \n\n \n\n**The\nfailure to attract and retain additional qualified personnel could prevent us from executing our business strategy.**\n\n \n\nTo\nexecute our business strategy, we must attract and retain highly qualified personnel. Competition for executive officers, software developers,\nsales personnel, and other key employees in our industry is intense. In particular, we compete with many other companies for software\ndevelopers with high levels of experience in designing, developing, and managing cloud-based software, as well as for skilled sales and\noperations professionals. In addition, we believe that the success of our business and corporate culture depends on employing people\nwith a variety of backgrounds and experiences, and the competition for such diverse personnel is significant. While the market for such\ntalented personnel is particularly competitive in Singapore, where our headquarters is located, it is also competitive in other markets\nwhere we maintain operations. Many of the companies with which we compete for experienced personnel have greater resources than we do\nand can frequently offer such personnel substantially greater compensation than we can offer. If we fail to attract new personnel or\nfail to retain and motivate our current personnel, our business would be harmed.\n\n \n\n**We\nrely on third-party hosting providers that may be difficult to replace.**\n\n \n\nWe\nrely on third-party hosting services such as Polygon, Google, Amazon Web Services and other cloud or platform service providers that\nfacilitate the offering of our platform. Some of these third-party hosting services may currently or in the future offer competing products\nto ours and therefore may not continue to be available on commercially reasonable terms, or at all. These providers may be unwilling\nto do business with us if they view our platform as a competitive threat. Any loss of the right to use any of our hosting providers could\nimpair our ability to offer our platform until we are able to obtain alternative hosting providers.\n\n \n\n**If\nwe fail to offer high quality support, our business may be harmed.**\n\n \n\nOur\ncustomers rely on our support team to assist them in using our platform effectively and resolve technical and operational issues. High-quality\nsupport is important for the renewal and expansion of our agreements with existing customers. The importance of maintaining high quality\nsupport will increase as we expand our business and pursue new customers. If we do not help our customers quickly resolve issues and\nprovide effective ongoing support, our ability to maintain and expand our relationships with existing and new customers could suffer\nand our business could be harmed. Further, increased demand for customer support, without corresponding revenue, could increase costs\nand adversely affect our business. In addition, as we continue to grow our operations and expand internationally, we will need to be\nable to provide efficient customer support that meets our customers’ needs globally at scale and our customer support team will\nface additional challenges, including those associated with delivering support and documentation in multiple languages. Our failure to\ndo so could harm our business.\n\n \n\n**Unfavorable\nconditions in our industry or the global economy or reductions in information technology spending could harm our business.**\n\n \n\nOur\nresults of operations may vary based on the impact of changes in our industry or the global economy on us or our customers and potential\ncustomers. Current or future economic uncertainties or downturns could adversely affect our business and results of operations. Negative\nconditions in the general economy in the Asia Pacific region or globally, including conditions resulting from changes in gross domestic\nproduct growth, financial and credit market fluctuations, political turmoil, natural catastrophes, warfare, and terrorist attacks on\nthe United States, Europe, the Asia Pacific region, or elsewhere, could cause a decrease in business investments, including spending\non information technology, which would harm our business. To the extent that our platform and our products are perceived by customers\nand potential customers as too costly, or difficult to deploy or migrate to, our revenue may be disproportionately affected by delays\nor reductions in general information technology spending. Also, our competitors, many of whom are larger and have greater financial resources\nthan we do, may respond to market conditions by lowering prices and attempting to lure away our customers. In addition, the increased\npace of consolidation in certain industries may result in reduced overall spending on our products. We cannot predict the timing, strength,\nor duration of any economic slowdown, instability, or recovery, generally or within any particular industry.\n\n \n\n7\n\n \n\n \n\n**Any\ndamage to the reputation and recognition of our brand names, including negative publicity against us, may materially and adversely affect\nour business operations and prospects.**\n\n** **\n\nWe\ndepend on our reputation and brand names in many aspects of our business operations. However, we cannot assure you that we will be able\nto maintain a positive reputation or brand name in the future. Our reputation and brand names may be materially and adversely affected\nby a number of factors, many of which are beyond our control, including:\n\n \n\n \n●\nadverse\nassociations with third party suppliers from whom we cooperate;\n\n \n \n \n\n \n●\nlawsuits\nand regulatory investigations against us or otherwise relating to our services or industry;\n\n \n \n \n\n \n●\nimproper\nor illegal conduct by our employees, suppliers and other parties, that is not authorized by us; and\n\n \n \n \n\n \n●\nadverse\npublicity associated with us, our services or our industry, whether founded or unfounded.\n\n \n\nAny\ndamage to our brand names or reputation as a result of these or other factors may cause our services to be perceived unfavorably by consumers\nand the existing and prospective employees, suppliers and other parties, and our business operations and prospects could be materially\nand adversely affected as a result.\n\n \n\n**Our\ninsurance may not provide adequate coverage for all potential loss and claims relating to our business operations and/or assets, and\nany uninsured losses incurred, may be substantial and therefore adversely affect our operations and financial results.**\n\n** **\n\nWe\nmaintain insurance coverage against, among other things, directors and officers liability insurance and travel insurance for our employees.\nFor more details, please refer to the section headed “*Business — Insurance*” in this  annual report. However,\nour insurance coverage may not adequately protect us against all potential claims, damages and liabilities that we may incur in the course\nof our business operations, which may result in an adverse effect on our business. If we are held responsible for any damages, liabilities\nor losses and our insurance is insufficient or unavailable to cover the claims, there would be an adverse effect on our business, results\nof operations and financial position.\n\n \n\nIn\naddition, there is no guarantee that insurance coverage will always be available to us at economically favorable premiums (or at all)\nor that, in the event of a claim, the level of insurance currently maintained by us or in the future is or will be adequate or cover\nthe entire claim/liability. We may be subject to liabilities which have not been insured adequately at all. Any uninsured risks may result\nin substantial costs and the diversion of resources, which could adversely affect our results of operations and financial condition.\n\n \n\nWith\nrespect to losses which are covered by our insurance policies, it may be a difficult and lengthy process to recover such losses from\ninsurers. In addition, we may be unable to recover the amount from the insurer. Even we are able to recover certain losses from our insurers,\nour premiums might increase and it might be hard for us to renew our insurance policies. Therefore, if we are held liable for uninsured\nlosses or amounts and claims for insured losses exceeding our insurance coverage, our operations and financial results may be adversely\naffected.\n\n \n\n**Our\nfuture strategic acquisitions, investments and partnerships could pose various risks, increase our leverage, dilute existing shareholders\nand significantly impact our ability to expand our overall profitability.**\n\n** **\n\nAcquisitions\ninvolve inherent risks, such those relating to increased leverage and debt service requirements and post-acquisition integration challenges,\nwhich could have a material and adverse effect on our results of operations and/or cash flow and could strain our human resources. We\nmay be unable to successfully implement effective cost controls or achieve expected synergies as a result of a future acquisition. Acquisitions\nmay result in our assumption of unexpected liabilities and the diversion of management’s attention from the operation of our business.\nAcquisitions may also result in our having greater exposure to the industry risks of the businesses underlying the acquisition. Strategic\ninvestments and partnerships with other companies expose us to the risk that we may not be able to control the actions of our investees\nor partners, which could decrease the amount of benefits we realize from a particular relationship. We are also exposed to the risk that\nour partners in strategic investments and infrastructure may encounter financial difficulties that could lead to a disruption of investee\nor partnership activities, or an impairment of assets acquired, which could adversely affect future reported results of operations and\nshareholders’ equity. Acquisitions may subject us to new or different regulations or tax consequences which could have an adverse\neffect on our operations.\n\n \n\n8\n\n \n\n \n\nIn\naddition, we may be unable to obtain the financing necessary to complete acquisitions on attractive terms or at all. If we raise additional\nfunds through future issuances of equity or convertible debt securities, our existing shareholders could suffer significant dilution,\nand any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our Class A Ordinary\nShares. Future equity financings would also decrease our earnings per share and the benefits derived by us from such new ventures or\nacquisitions might not outweigh or exceed their dilutive effect. Any additional debt financing we secure could involve restrictive covenants\nrelating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain\nadditional capital or to pursue business opportunities. Realization of any of the foregoing risks associated with future strategic acquisitions,\ninvestments and partnerships could materially and adversely affect our business, results of operations and financial condition.\n\n \n\n**Negative\npublicity relating to our Group or our Directors, Executive Officers or Controlling Shareholder may materially and adversely affect our\nreputation and Class A Ordinary Share price.**\n\n** **\n\nNegative\npublicity or announcements relating to our Group or any of our Directors, Executive Officers or Controlling Shareholder, whether with\nor without merit, may materially and adversely affect the reputation and goodwill of our Group in our industry, consequently affecting\nour relationships with our customers and car dealers. In addition, such negative publicity may affect market perception of our Group\nand the performance of our Class A Ordinary Share price.\n\n \n\nNegative\npublicity or announcements may include, among others, newspaper reports of accidents at our work places, unsuccessful attempts in joint\nventures, acquisitions or take-overs, any involvement we may have in litigation or insolvency proceedings, and unfavorable or negative\narticles on any of our Directors, Executive Officers or Controlling Shareholder. Any claims and legal actions brought forward by our\ncustomers may also have a negative impact on our brand image. If our customers, suppliers or sub-contractors subsequently lose confidence\nin us, this could result in the termination of business relationships or fewer referrals or invitations to tender or quote for facilities\nservices or other contracts. To this end, our business, financial condition, results of operations and prospects may be adversely impacted.\n\n \n\n**The\nwars in Ukraine and in the Middle East and the on-going wars among the U.S., Israel and Iran may materially and adversely affect our\nbusiness and results of operations.** \n\n** **\n\nThe\nrecent outbreak of war in Ukraine has already affected global economic markets, and the uncertain resolution of this conflict could result\nin protracted and/or severe damage to the global economy. Russia’s recent military interventions in Ukraine have led to, and may\nlead to, additional sanctions being levied by the United States, European Union and other countries against Russia. Russia’s military\nincursion and the resulting sanctions could adversely affect global energy and financial markets and thus could affect the global markets,\nour customers’ businesses and potentially our business. As of the date of this annual report, to the best knowledge of the Company,\nwe (i) do not have any direct business or contracts with any Russian or Ukraine entity as a supplier or customer, (ii) do not have any\nknowledge whether any our customers or suppliers have any direct business or contracts with any Russian entity, (iii) our business segments,\nlines of service, projects, or operations are not materially impacted by supply chain disruptions by the war in Ukraine, and (iv) have\nnot been financially affected by the war in Ukraine. The extent and duration of the military action, sanctions and resulting market disruptions\nare impossible to predict, but could be substantial. Any such disruptions caused by Russian military action or resulting sanctions may\nmagnify the impact of other risks described in this section. We cannot predict the progress or outcome of the situation in Ukraine, as\nthe conflict and governmental reactions are rapidly developing and beyond their control. Prolonged unrest, intensified military activities\nor more extensive sanctions impacting the region could have a material adverse effect on the global economy, and such effect could in\nturn have a material adverse effect on our business, financial condition, results of operations, and prospects.\n\n \n\nWe\ndo not anticipate any new or heightened risk of potential cyberattacks by state actors or others since Russia’s invasion of Ukraine,\nand we have not taken any actions to mitigate such potential risks. Our board of directors will continue to monitor any potential risks\nthat might arise due to the war in Ukraine which are specific to the Company, including but not limited to risks related to cybersecurity,\nsanctions, and supply chain, suppliers, or service providers in affected regions as well as risks connected with ongoing or halted operations\nor investments in affected regions.\n\n \n\nSimilarly,\nthe war among the U.S., Israel and Iran is unpredictable and may expand into a regional or even possibly a global conflict. To date,\nthis newest chapter in the long Middle East conflict has not resulted in any material adverse impact on the Company, but a prolonged\nconflict and/or significant escalation of hostilities would likely cause disruption in international relations and global trade, which\nin turn would likely adversely affect our business and the price of our Class A Ordinary Shares.\n\n \n\n9\n\n \n\n \n\n**Risks\nRelated to Doing Business in Singapore**\n\n \n\n**We\nare subject to the laws of Singapore, which differ in certain material respects from the laws of the United States.**\n\n** **\n\nWe\nare required to comply with the laws of Singapore, certain of which are capable of extra-territorial application, as well as the constitution\nof our Singapore operating subsidiaries. In particular, we are required to comply with certain provisions of the Securities and Futures\nAct 2001 of Singapore (the “**SFA**”), which prohibit certain forms of market conduct and information disclosures, and\nimpose criminal and civil penalties on corporations, directors and officers in respect of any breach of such provisions.\n\n \n\nThe\nlaws of Singapore and of the United States differ in certain significant respects. The application of Singapore law, in particular, the\nCompanies Act, may, in certain circumstances, impose more restrictions on us, our directors and officers than would otherwise be applicable\nto U.S. corporations, including those incorporated in Delaware. For example, the Companies Act requires a director to use reasonable\ndiligence in the discharge of the duties of his or her office and, in certain circumstances, imposes liability for specified contraventions\nof particular statutory requirements or prohibitions. Additionally, under the Employment of Foreign Manpower Act 1990 of Singapore, we\nare also required to ensure that each foreign worker employed by us has a valid work pass, and in particular, the number of foreign workers\nemployed under certain work passes (e.g. Work Permits and S Pass holders) are subject to a quota and certain other limitations. Generally,\nwe are also required to take out mandatory insurance for accidents which arise in the course of an employee’s employment under\nthe Work Injury Compensation Act 2019 of Singapore.\n\n \n\n**Any\nadverse material changes to the Singapore market (whether localized or resulting from global economic or other conditions) such as the\noccurrence of an economic recession, pandemic or widespread outbreak of an infectious disease (such as COVID-19), could have a material\nadverse effect on our business, results of operations and financial condition.**\n\n** **\n\nDuring\nthe fiscal years ended December 31, 2025 and December 31, 2024, most of our revenue was derived from our operations in Singapore. Any\nadverse circumstances affecting the Singapore market, such as an economic recession, epidemic outbreak or natural disaster or other adverse\nincident, may adversely affect our business, financial condition, results of operations and prospects. Any downturn in the industry which\nwe operate in resulting in the postponement, delay or cancellation of contracts and delay in recovery of receivables is likely to have\nan adverse impact on our business and profitability.\n\n \n\nUncertain\nglobal economic conditions have had and may continue to have an adverse impact on our business in the form of lower net sales due to\nweakened demand, unfavorable changes in product price/mix, or lower profit margins. For example, global economic downturns may adversely\nimpact some of our customers who are particularly sensitive to business and consumer spending.\n\n \n\nDuring\neconomic downturns or recessions, there can be a heightened competition and increased pressure to reduce brokerage and trading fees as\nour customers may reduce their demand for our services. If we reduce brokerage and trading fees significantly, the result could be a\nnegative impact on our financial condition or results of operations, profitability and cash flows.\n\n \n\nAn\nepidemic or outbreak of communicable diseases may also adversely affect our business, financial condition, results of operations and\nprospects. The COVID-19 epidemic resulted in a global health crisis, causing disruptions to social and economic activities, business\noperations and supply chains worldwide, including in Singapore. Measures taken by the Singapore government to tackle the spread of COVID-19\nhave included, among others, border closures, quarantine measures and lockdown measures. The COVID-19 outbreak and related government\nmeasures did not adversely affect our business.\n\n \n\nHowever,\nin the event of a resurgence of COVID-19 and/or any other infectious diseases, if a substantial number of our employees are infected\nwith and/or are suspected of being infected, and our employees are required to be quarantined and/or hospitalized, this may disrupt our\nability to render services which may have a material adverse effect on our business operations and reputation of our Group.\n\n \n\n10\n\n \n\n \n\n**We\nare subject to risks associated with operating in the rapidly evolving Southeast Asia, and we might therefore be exposed to various risks\ninherent in operating and investing in the region.**\n\n** **\n\nWe\nderive some of our revenue from our operations in countries located in Southeast Asia, and we intend to continue to develop and expand\nour business and penetration in the region. Our operations in Southeast Asia are subject to various risks related to the economic, political\nand social conditions of the countries in which we operate, including risks related to the following:\n\n \n\n \n●\ncurrencies\nmay be devalued or may depreciate or currency restrictions or other restraints on transfer of funds may be imposed;\n\n \n \n \n\n \n●\nthe\neffects of inflation within Southeast Asia generally and/or within any specific country in which we operate may increase our cost\nof operations;\n\n \n \n \n\n \n●\nhealth\nepidemics, pandemics or disease outbreaks (including the COVID-19 outbreak) may affect our operations and demand for our services.\nFor example, if the ports in certain Southeast Asia regions do not operate, no orders will be received from customers with vessels\nbased in those ports, which could affect our revenue; and\n\n \n \n \n\n \n●\npolitical\nchanges may lead to changes in the business, legal and regulatory environments in which we operate. Volatile political situations\nin certain Southeast Asian countries could impact our business. For example, in Myanmar, following the military taking power in February\n2021, there have been and continue to be mass protests and instability disrupting business activities. In Thailand, the risk of protest\nmovements continues to exist and may increase political instability. In Malaysia, there have been several changes in the governing\nparty in the past few years.\n\n \n\nAny\ndisruptions in our business activities or volatility or uncertainty in the economic, political or regulatory conditions in the markets\nwe operate in could adversely affect our business, financial condition, results of operations and prospects.\n\n \n\n**We\nmay be exposed to liabilities under applicable anti-corruption laws and any determination that we violated these laws could have a materially\nadverse effect on our business.**\n\n \n\nWe\nare subject to various anti-corruption laws, including the Prevention of Corruption Act 1960, which prohibits any person from making\nimproper gratification as an inducement to or reward for any person doing or forbearing to do anything in respect of any matter or transaction,\nor any member, officer or servant of a public body doing or forbearing to do anything in respect of any matter or transaction in which\nsuch public body is concerned. We may conduct business in countries and regions that are generally recognized as potentially more corrupt\nbusiness environments. Activities in these countries create the risk of unauthorized payments or offers of payments by one of our employees\nor agents that could be in violation of various anti-corruption laws. We have implemented safeguards and policies to discourage these\npractices by our employees and agents but we cannot provide assurance that our internal controls and compliance systems will always protect\nus from acts committed by our employees or agents. If our employees or agents violate our policies or we fail to maintain adequate record\nkeeping and internal accounting practices to accurately record our transactions, we may be subject to regulatory sanctions. Violations\nof the Prevention of Corruption Act 1960 or other anti-corruption laws, or allegations of any such acts, could damage our reputation\nand subject us to civil or criminal investigations in the United States and in other jurisdictions. Those and any related shareholder\nlawsuits could lead to substantial civil and criminal, monetary and nonmonetary penalties and cause us to incur significant legal and\ninvestigatory fees which could adversely affect our business, combined financial condition and results of operations.\n\n \n\n11\n\n \n\n \n\n**Risks\nRelated to Our Class A Ordinary Shares**\n\n** **\n\n**An\nactive trading market for our Class A Ordinary Shares may not develop and could affect the trading price of our Class A Ordinary Shares.**\n\n** **\n\nAlthough\nour Class A Ordinary Shares are currently listed on the Nasdaq Capital Market under the symbol “TGHL”, there can be no assurance\nthat there will be an active, liquid public market for our Class A Ordinary Shares. The lack of an active market may impair your ability\nto sell your Class A Ordinary Shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active\nmarket may also reduce the fair market value of your Class A Ordinary Shares. An inactive market may also impair our ability to raise\ncapital to continue to fund operations by selling Class A Ordinary Shares and may impair our ability to acquire other companies or technologies\nby using our Class A Ordinary Shares as consideration. The Offer Price was determined by negotiations between us and the Underwriter\nand may not be indicative of the future prices of our Class A Ordinary Shares.\n\n \n\n**Our\nshare price may fluctuate significantly in the future and you may lose all or part of your investment, and litigation may be brought\nagainst us.**\n\n** **\n\nThere\nis no assurance that the market price for our Class A Ordinary Shares will not decline in the future. The prices at which our Class A\nOrdinary Shares will trade your purchase may fluctuate significantly and rapidly as a result of, among others, the following factors,\nsome of which are beyond our control:\n\n \n\n \n●\nvariation\nin our results of operations;\n\n \n \n \n\n \n●\nperceived\nprospects and future plans for our business and the general outlook of our industry;\n\n \n \n \n\n \n●\nchanges\nin securities analysts’ estimates of our results of operations and recommendations;\n\n \n \n \n\n \n●\nannouncements\nby us of significant contracts, acquisitions, strategic alliances or joint ventures or capital commitments;\n\n \n \n \n\n \n●\nthe\nvaluation of publicly-traded companies that are engaged in business activities similar to ours;\n\n \n \n \n\n \n●\nadditions\nor departures of key personnel;\n\n \n \n \n\n \n●\nfluctuations\nin stock market prices and volume;\n\n \n \n \n\n \n●\ninvolvement\nin litigation;\n\n \n \n \n\n \n●\ngeneral\neconomic and stock market conditions; and\n\n \n \n \n\n \n●\ndiscrepancies\nbetween our actual operating results and those expected by investors and securities analysts.\n\n \n\nThere\nis no guarantee that our Class A Ordinary Shares will appreciate in value or even maintain the price at which you purchased the Class\nA Ordinary Shares. You may not realize a return on your investment in our Class A Ordinary Shares and you may even lose your entire investment\nin our Class A Ordinary Shares.\n\n \n\nIn\naddition, the stock markets have from time to time experienced significant price and volume fluctuations that have affected the market\nprices of securities. These fluctuations often have been unrelated or disproportionate to the operating performance of publicly-traded\ncompanies. In the past, following periods of volatility in the market price of a particular company’s securities, an investor may\nlose all or part of his or her investment, and litigation has sometimes been brought against that company. If similar litigation is instituted\nagainst us, it could result in substantial costs and divert our senior management’s attention and resources from our core business.\n\n \n\n12\n\n \n\n \n\n**Certain\nrecent initial public offerings of companies with public floats comparable to our anticipated public float have experienced extreme volatility\nthat was seemingly unrelated to the underlying performance of the respective company. We may experience similar volatility, which may\nmake it difficult for prospective investors to assess the value of our Class A Ordinary Shares.**\n\n** **\n\nIn\naddition to the risks addressed above in “*— Our Class A Ordinary Share price may fluctuate significantly in the future\nand you may lose all or part of your investment, and litigation may be brought against us,*” our Class A Ordinary Shares may\nbe subject to extreme volatility that is seemingly unrelated to the underlying performance of our business. Recently, companies with\ncomparable public floats and initial public offering sizes have experienced instances of extreme stock price run-ups followed by rapid\nprice declines, and such stock price volatility was seemingly unrelated to the respective company’s underlying performance. Although\nthe specific cause of such volatility is unclear, our anticipated public float may amplify the impact the actions taken by a few shareholders\nhave on the price of our Class A Ordinary Shares, which may cause our share price to deviate, potentially significantly, from a price\nthat better reflects the underlying performance of our business. Should our Class A Ordinary Shares experience run-ups and declines that\nare seemingly unrelated to our actual or expected operating performance and financial condition or prospects, prospective investors may\nhave difficulty assessing the rapidly changing value of our Class A Ordinary Shares. In addition, investors of our Class A Ordinary Shares\nmay experience losses, which may be material, if the price of our Class A Ordinary Shares declines after our initial public offering\nor if such investors purchase shares of our Class A Ordinary Shares prior to any price decline.\n\n \n\nHolders\nof our Class A Ordinary Shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices\ndue to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market\nprice of our Class A Ordinary Shares. As a result of this volatility, investors may experience losses on their investment in our Class\nA Ordinary Shares. Furthermore, the potential extreme volatility may confuse the public investors of the value of our stock, distort\nthe market perception of our stock price and our Company’s financial performance and public image and negatively affect the long-term\nliquidity of our Class A Ordinary Shares, regardless of our actual or expected operating performance. If we encounter such volatility,\nincluding any rapid stock price increases and declines seemingly unrelated to our actual or expected operating performance and financial\ncondition or prospects, it will likely make it difficult and confusing for prospective investors to assess the rapidly changing value\nof our Class A Ordinary Shares and understand the value thereof.\n\n \n\n**We\nare a “controlled company” within the meaning of the Nasdaq Stock Market listing rules and, as a result, may rely on exemptions\nfrom certain corporate governance requirements that provide protection to shareholders of other companies.**\n\n \n\nWe   are a “controlled company” as defined under\nthe Nasdaq Stock Market listing rules because Chan Choon Yew Lester l, through his wholly-owned entities Initium Novum Capital Pte. Ltd.,\nVita Nova Ventures Pte. Ltd. and EMJ Capital Holdings Pte. Ltd., holds 100% of our outstanding Class B Ordinary Shares, which represents\napproximately 87.53% of the total voting power at the date of this annual report. Pursuant to our amended and restated memorandum and\narticles of association, an ordinary resolution to be passed at a shareholders’ meeting requires the affirmative vote of a simple\nmajority of the votes attaching to the ordinary shares cast at a meeting, while a special resolution requires the affirmative vote of\nno less than two-thirds of the votes cast attaching to the outstanding and issued ordinary shares cast at a meeting. A special resolution\nwill be required for important matters such as making changes to our amended and restated memorandum and articles of association. As a\nresult, Chan Choon Yew Lester will have the ability to control or significantly influence the outcome of matters requiring approval by\nshareholders. In addition, for so long as we remain a controlled company under that definition, we are permitted to elect to rely on,\nand may rely on, certain exemptions from corporate governance rules, including an exemption from the rule that a majority of our board\nof directors must be independent directors. We do not currently plan to utilize the exemptions available for controlled companies, but\ninstead, we plan to rely on the exemption available for foreign private issuers to follow our home country governance practices. If we\ncease to be a foreign private issuer or if we cannot rely on the home country governance practice exemptions for any reason, we may decide\nto invoke the exemptions available for a controlled company as long as we remain a controlled company. As a result, you will not have\nthe same protection afforded to shareholders of companies that are subject to these corporate governance requirements.\n\n \n\n**We\nmay have conflicts of interest with our Controlling Shareholder and, because of our Controlling Shareholder’s significant ownership\ninterest in our company, we may not be able to resolve such conflicts on terms favorable to us.**\n\n** **\n\nAs of the date of this annual report, our Controlling Shareholder beneficially\nowns 100% of our outstanding Class B Ordinary Shares, representing approximately 87.53% of our total voting power in the aggregate. Accordingly,\nour Controlling Shareholder continues to be our controlling shareholder and may have significant influence in determining the outcome\nof any corporate actions or other matters that require shareholder approval, such as mergers, consolidations, change of our name, and\namendments of our amended and restated memorandum and articles of association.\n\n \n\n13\n\n \n\n \n\nThe\nconcentration of ownership and voting power may cause transactions to occur in a way that may not be beneficial to you as a holder of\nour Class A Ordinary Shares and may prevent us from doing transactions that would be beneficial to you. Conflicts of interest may arise\nbetween our Controlling Shareholder and us in a number of areas relating to our past and ongoing relationships. Potential conflicts of\ninterest that we have identified include the following:\n\n \n\n \n●\n*Our\nDirectors or executive officers may have conflicts of interest*. Mr. Chan Choon Yew Lester is also the Company’s CEO, and\nChairman of the Board of Directors and Director. As a result, these overlapping relationships could create or appear to create conflicts\nof interest when Mr. Chan Choon Yew Lester is faced with decisions with potentially different implications for him and us.\n\n \n \n \n\n \n●\n*Sale\nof Ordinary Shares or assets in our Company.* Upon expiration of the lock-up agreements that were signed with the Underwriter\npursuant to our initial public offering and subject to certain restrictions under relevant securities laws and stock exchange rules,\nas well as other relevant restrictions, our Controlling Shareholder may decide to sell all or a portion of our Ordinary Shares that\nthey hold to a third party, thereby giving that third party substantial influence over our business and our affairs. In addition,\nour Controlling Shareholder may decide to sell all or a portion of our Shares in the event of default of our Controlling Shareholder\nunder any applicable debt or other obligations or otherwise becomes insolvent. Such a sale of our Shares or our assets could be contrary\nto the interests of our employees or our other shareholders. In addition, our Controlling Shareholder may also discourage, delay,\nor prevent a change in control of our Company, which could deprive our shareholders of an opportunity to receive a premium for their\nShares as part of a sale of our Company and might reduce the price of our Shares.\n\n \n\n**We\nmay require additional funding in the form of equity or debt for our future growth which will cause dilution in Shareholders’ equity\ninterest.**\n\n** **\n\nWe\nmay pursue opportunities to grow our business through joint ventures, strategic alliance, acquisitions or investment opportunities. However,\nthere can be no assurance that we will be able to obtain additional funding on terms that are acceptable to us or at all. If we are unable\nto do so, our future plans and growth may be adversely affected.\n\n \n\nAn\nissue of Class A Ordinary Shares or other securities to raise funds will dilute Shareholders’ equity interests and may, in the\ncase of a rights issue, require additional investments by Shareholders. Further, an issue of Class A Ordinary Shares below the then prevailing\nmarket price will also affect the value of the Class A Ordinary Shares then held by investors.\n\n \n\nDilution\nin Shareholders’ equity interests may occur even if the issue of shares is at a premium to the market price. In addition, any additional\ndebt funding may restrict our freedom to operate our business as it may have conditions that:\n\n \n\n \n●\nlimit\nour ability to pay dividends or require us to seek consents for the payment of dividends;\n\n \n \n \n\n \n●\nincrease\nour vulnerability to general adverse economic and industry conditions;\n\n \n \n \n\n \n●\nrequire\nus to dedicate a portion of our cash flow from operations to repayments of our debt, thereby reducing the availability of our cash\nflow for capital expenditures, working capital and other general corporate purposes; and\n\n \n \n \n\n \n●\nlimit\nour flexibility in planning for, or reacting to, changes in our business and our industry.\n\n \n\nVolatility\nor uncertainty of the credit markets could limit our ability to borrow funds or cause our borrowings to be more expensive in the future.\nAs such, we may be forced to pay unattractive interest rates, thereby increasing our interest expense, decreasing our profitability and\nreducing our financial flexibility if we take on additional debt financing.\n\n \n\n14\n\n \n\n \n\n**Investors\nmay not be able to participate in future issues or certain other equity issues of our Class A Ordinary Shares.**\n\n** **\n\nIn\nthe event that we issue new Class A Ordinary Shares, we will be under no obligation to offer those Class A Ordinary Shares to our existing\nShareholders at the time of issue, except where we elect to conduct a rights issue. However, in electing to conduct a rights issue or\ncertain other equity issues, we will have the discretion and may also be subject to certain regulations as to the procedures to be followed\nin making such rights available to Shareholders or in disposing of such rights for the benefit of such Shareholders and making the net\nproceeds available to them. In addition, we may not offer such rights to our existing Shareholders having an address in jurisdictions\noutside of Singapore.\n\n \n\nAccordingly,\ncertain Shareholders may be unable to participate in future equity offerings by us and may experience dilution in their shareholdings\nas a result.\n\n \n\n**We\nhave no immediate plans to pay dividends.**  \n\n** **\n\nWe\nplan to reinvest all of our future earnings, to the extent we have earnings, in order to expand our product and services offerings and\nto cover operating costs and capital needs, and to otherwise become and remain competitive. We do not plan to pay any cash dividends\nwith respect to our securities in the foreseeable future. As we are a company with a limited operating history, we may not be able to\ngenerate, at any time, sufficient surplus cash that would be available for distribution to the holders of our Shares as a dividend. Therefore,\nyou should not expect to receive immediate cash dividends on the Class A Ordinary Shares. Consequently, investors may need to rely on\nsales of their Class A Ordinary Shares after price appreciation, which may never occur, as the only way to realize any future gains on\ntheir investment. In addition, the laws of the Cayman Islands impose restrictions on our ability to declare and pay dividends.\n\n \n\n**If\nwe fail to meet applicable listing requirements, Nasdaq may delist our Class A Ordinary Shares from trading, in which case the liquidity\nand market price of our Class A Ordinary Shares could decline.**\n\n** **\n\nOur\nClass A Ordinary Shares are listed on Nasdaq, we cannot assure you that we will be able to meet the continued listing standards of Nasdaq\nin the future. If we fail to comply with the applicable listing standards and Nasdaq delists our Class A Ordinary Shares, we and our\nShareholders could face significant material adverse consequences, including:\n\n \n\n \n●\na\nlimited availability of market quotations for our Class A Ordinary Shares;\n\n \n \n \n\n \n●\nreduced\nliquidity for our Class A Ordinary Shares;\n\n \n \n \n\n \n●\na\ndetermination that our Class A Ordinary Shares are “penny stock”, which would require brokers trading in our Class A\nOrdinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading\nmarket for our Class A Ordinary Shares;\n\n \n \n \n\n \n●\na\nlimited amount of news about us and analyst coverage of us; and\n\n \n \n \n\n \n●\na\ndecreased ability for us to issue additional equity securities or obtain additional equity or debt financing in the future.\n\n \n\nOn\nDecember 3, 2025, we received a letter from the Listing Qualifications staff of Nasdaq notifying the Company that the minimum bid price\nper share of our Class A ordinary shares was below $1.00 for a period of 30 consecutive business days and that we did not meet the minimum\nbid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”). The Nasdaq notification\nletter does not result in the immediate delisting of the Company’s ordinary shares, and our Class A ordinary shares will continue\nto trade uninterrupted under the symbol “TGHL.”\n\n \n\nNasdaq\nhas provided us with a 180-calendar day compliance period, or until June 1, 2026 in which to regain compliance with Nasdaq’s minimum\nbid price requirement. In the event that we do not regain compliance prior to the expiration of the compliance period, Nasdaq will provide\nnotice that our securities will be subject to delisting. If at any time during the Compliance Period, the closing bid price per share\nof our ordinary shares is at least $1.00 for a minimum of ten (10) consecutive business days, Nasdaq will provide the Company a written\nconfirmation of compliance and the matter will be closed.\n\n \n\n15\n\n \n\n \n\nIn\nthe event we do not regain compliance by June 1, 2026, we may be eligible for an additional 180 calendar day grace period. To qualify,\nwe will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing\nstandards for the Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of\nits intention to cure the deficiency during the second compliance period, including by effecting a reverse stock split, if necessary.\nIn the event that we do not regain compliance within the compliance period, our Class A ordinary shares would subject to delisting from\nNasdaq and your investment would suffer significant loss and you could lose all your investment as a result.\n\n \n\nThe\nNational Securities Markets Improvement Act of 1996, which is a federal statute, prevents or pre-empts the states from regulating the\nsale of certain securities, which are referred to as “covered securities.” Our Class A Ordinary Shares are listed on Nasdaq,\nand such securities will be covered securities. Although the states are pre-empted from regulating the sale of our securities, the federal\nstatute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity,\nthen the states can regulate or bar the sale of covered securities in a particular case. Further, if we were no longer listed on Nasdaq,\nour securities would not be covered securities and we would be subject to regulations in each state in which we offer our securities.\n\n \n\n**We\nwill incur significant expenses and devote other significant resources and management time as a result of being a public company, which\nmay negatively impact our financial performance and could cause our results of operations and financial condition to suffer.**\n\n** **\n\nWe\nwill incur significant legal, accounting, insurance and other expenses as a result of being a public company. Laws, regulations and standards\nrelating to corporate governance and public disclosure for public companies, including the Dodd-Frank Act of 2010, the Sarbanes-Oxley\nAct, regulations related thereto and the rules and regulations of the SEC and Nasdaq, will significantly increase our costs as well as\nthe time that must be devoted to compliance matters. We expect that compliance with these laws, rules, regulations and standards will\nsubstantially increase our expenses, including our legal and accounting costs, and make some of our operating activities more time-consuming\nand costly. These new public company obligations also will require attention from our senior management and could divert their attention\naway from the day-to-day management of our business. We also expect these laws, rules, regulations and standards to make it more expensive\nfor us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur\nsubstantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain\nqualified persons to serve on our Board of Directors or as officers. As a result of the foregoing, we expect a substantial increase in\nlegal, accounting, insurance and certain other expenses in the future, which will negatively impact our financial performance and could\ncause our results of operations and financial condition to suffer. Furthermore, if we are unable to satisfy our obligations as a public\ncompany, we could be subject to delisting of our Shares, fines, sanctions and other regulatory actions and potential civil litigation.\n\n \n\n**If\nwe fail to maintain an effective system of disclosure controls and internal controls over financial reporting, our ability to timely\nproduce accurate financial statements or comply with applicable regulations could be impaired.** \n\n \n\nPrior\nto becoming a public company, we were a private company with limited accounting personnel and resources to address our internal controls\nover financial reporting. Our management has not completed an assessment of the effectiveness of our internal controls over financial\nreporting and our independent registered public accounting firm has not conducted an audit of our internal controls over financial reporting.\n However, in connection with the audits of our consolidated financial statements for the fiscal years ended December 31, 2023, 2024 and 2025 and as of December 31, 2024 and 2025, we and our independent registered public accounting firm identified material weaknesses in our internal controls over financial\nreporting as well as other control deficiencies for the above mentioned periods.  As defined in the standards established by the\nPCAOB, a “material weakness” is a deficiency, or a combination of deficiencies, in internal controls over financial reporting.\nThere is a reasonable possibility that a material misstatement in our annual or interim financial statements may not be prevented or\ndetected on a timely basis. The material weakness identified is related to lack of sufficient personnel adequately trained in and have\nappropriate knowledge of U.S. GAAP and SEC reporting requirements to properly address complex U.S. GAAP accounting issues and related\ndisclosures to fulfil U.S. GAAP and SEC financial reporting requirements. We are currently in the process of implementing several measures\nto address the material weaknesses identified, including expanding the capabilities of existing accounting and financial personnel by\nimplementing regular and continuous U.S. GAAP training programs, and preparing comprehensive accounting policies, manuals and closing\nprocedures to improve the quality and accuracy of our period-end financial closing process. We may incur significant costs in the implementation\nof these measures. We also having limited number of employees and resources leading to inadequate segregation of duties for certain\nkey functions. We intend to continue enhancing our internal control environment through\nthe implementation of additional financial reporting policies and procedures, increased oversight by management and the audit committee,\ngreater use of system-based controls and automation, and the engagement of additional accounting and finance resources as our operations\ngrow.\n\n \n\n16\n\n \n\n \n\nThe\nSarbanes-Oxley Act requires, among other things, that we maintain effective internal disclosure controls and procedures over our financial\nreporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information\nrequired to be disclosed by us in our reports that we will file with the SEC will be recorded, processed, summarized, and reported within\nthe time periods and as otherwise specified in SEC rules, and that information required to be disclosed in reports under the Exchange\nAct is accumulated and communicated to our principal Executive Officers and financial officers. We are also continuing to improve our\ninternal controls over financial reporting.\n\n \n\nEnsuring\nthat we have effective disclosure controls and procedures and internal controls over financial reporting in place so that we can produce\naccurate financial statements on a timely basis is a costly and time-consuming effort that will need to be re-evaluated frequently. Our\ninternal controls over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial\nreporting and the preparation of financial statements in accordance with U.S. GAAP. Beginning with our second annual report on Form 20-F\nafter we become a company whose securities are publicly listed in the United States, we will be required, pursuant to Section 404 of\nthe Sarbanes-Oxley Act, to make a formal assessment of the effectiveness of our internal controls over financial reporting, and once\nwe cease to be an emerging growth company, we will be required to include an attestation report on internal controls over financial reporting\nissued by our Independent Registered Public Accounting Firm. During our evaluation of our internal controls, if we identify one or more\nmaterial weaknesses in our internal controls over financial reporting, we will be unable to assert that our internal controls over financial\nreporting are effective. We cannot assure you that there will not be material weaknesses or significant deficiencies in our internal\ncontrols over financial reporting in the future. Any failure to maintain internal controls over financial reporting could severely inhibit\nour ability to accurately report our financial condition, or results of operations.\n\n \n\n**Investors\nmay have difficulty enforcing judgments against us, our Directors and management.** \n\n** **\n\nTHE\nGROWHUB LIMITED is incorporated under the laws of the Cayman Islands and a majority of our directors and officers reside outside the\nUnited States. Moreover, many of these persons do not have significant assets in the United States. As a result, it may be difficult\nor impossible to effect service of process within the United States upon these persons, or to recover against us or them on judgments\nof U.S. courts, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws.\n\n \n\nHarney\nWestwood & Riegels Singapore LLP, our counsel with respect to the laws of the Cayman Islands, has advised us that there is uncertainty\nas to whether the courts of the Cayman Islands would recognize or enforce against us judgments of courts of the United States based on\ncertain civil liability provisions of U.S. securities laws, and entertain original actions brought in each respective jurisdiction against\nus or our Directors or officers predicated upon the securities laws of the United States or any state in the United States. In addition,\nthere is uncertainty regarding Cayman Islands law related to whether a judgment obtained from the U.S. courts under civil liability provisions\nof U.S. securities laws will be determined by the courts of the Cayman Islands as penal or punitive in nature. If such a determination\nis made, the courts of the Cayman Islands will not recognize or enforce the judgment against a Cayman Islands company, such as our company.\nAs the courts of the Cayman Islands have yet to rule of making such a determination in relation judgments obtained from the U.S. courts\nunder civil liability provisions of U.S. securities laws, it is uncertain whether such judgments would be enforceable in the Cayman Islands.\n\n \n\nThere\nis no statutory enforcement in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands\nwill in certain circumstances recognize and enforce a judgment, without any re-examination or re-litigation of matters adjudicated upon,\nprovided such judgment:\n\n \n\n \n(a)\nis\ngiven by a foreign court of competent jurisdiction;\n\n \n \n \n\n \n(b)\nimposes\non the judgment debtor a liability to pay a liquidated sum for which the judgment has been given;\n\n \n \n \n\n \n(c)\nis\nfinal;\n\n \n \n \n\n \n(d)\nis\nnot in respect of taxes, a fine or a penalty;\n\n \n \n \n\n \n(e)\nwas\nnot obtained by fraud; and\n\n \n \n \n\n \n(f)\nis\nnot of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.\n\n \n\n17\n\n \n\n \n\nSubject\nto the above limitations, in appropriate circumstances, a Cayman Islands court may give effect in the Cayman Islands to other kinds of\nfinal foreign judgments such as declaratory orders, orders for performance of contracts and injunctions.\n\n \n\nFurther,\nshareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records\n(other than the memorandum and articles of association, a list of the current directors of the company, the register of mortgages and\ncharges and any special resolutions passed by our shareholders) or to obtain copies of lists of shareholders of these companies. Our\nDirectors are not required under our amended and restated memorandum and articles of association to make our corporate records available\nfor inspection by our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary\nfor a shareholder resolution or to solicit proxies from other shareholders in connection with a proxy contest.\n\n \n\nCertain\ncorporate governance practices in the Cayman Islands (which is our home country), also differ significantly from requirements for companies\nincorporated in other jurisdictions such as the United States. To the extent we choose to follow home country practice with respect to\ncorporate governance matters, our shareholders may be afforded less protection than they otherwise would under rules and regulations\napplicable to U.S. domestic issuers.\n\n \n\nAs\na result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken\nby our management, members of our Board of Directors or our Controlling Shareholder than they would as public shareholders of a company\nincorporated in the United States. For a discussion of significant differences between the provisions of the Companies Act and the laws\napplicable to companies incorporated in a U.S. state and their shareholders, see “*Description of Share Capital—Differences\nin Corporate Law*”.\n\n \n\nAlso,\nour principal executive offices and substantially all of our assets are located in Singapore. It is possible that the Singapore courts\nmay not (i) recognize and enforce judgments of courts in the United States, based upon the civil liability provisions of the securities\nlaws of the United States or any state or territory of the United States; or (ii) enter judgments in original actions brought in the\nSingapore courts based solely on the civil liability provisions of these securities laws. An in personam final and conclusive judgment\n(that is, in general, a judgment that makes a final determination of rights between the parties and cannot be re-opened or altered by\nthe court that delivered it, or be overridden by another body not being an appellate or supervisory body, although it may be subject\nto an appeal) in the federal or state courts of the United States (provided that it has jurisdiction over the parties subject to such\njudgment) under which a fixed or ascertainable sum of money is payable, may generally be enforced as a debt in the Singapore courts.\nHowever, the Singapore courts are unlikely to enforce a foreign judgment if (a) the foreign judgment is inconsistent with a prior local\njudgment or earlier foreign judgement recognized in Singapore that is binding on the same parties; (b) the enforcement of the foreign\njudgment would contravene the public policy of Singapore; (c) the proceedings in which the foreign judgment was obtained were contrary\nto principles of natural justice; (d) the foreign judgment was obtained by fraud; or (e) the enforcement of the foreign judgment amounts\nto the direct or indirect enforcement of a foreign penal, revenue or other public law.\n\n \n\n**The\nlaws of the Cayman Islands relating to the protection of the interest of minority shareholders are different from those in the United\nStates.** \n\n** **\n\nOur\ncorporate affairs are governed by the amended and restated memorandum and articles of association, by the Companies Act and common law\nof Cayman Islands. The rights of shareholders to take action against our directors, action by minority shareholders and the fiduciary\nresponsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands\nand our amended and restated memorandum and articles of association. The common law of the Cayman Islands is derived in part from comparatively\nlimited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive\nauthority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of\nour directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions\nin the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and\ncertain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman\nIslands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.\n\n \n\n18\n\n \n\n \n\nThe\nlaws of the Cayman Islands relating to the protection of the interests of minority shareholders differ in certain respects from those\nestablished under statutes or judicial precedent in existence in the United States and other jurisdictions. For instance, while under\nDelaware law, controlling shareholders owe fiduciary duties to the companies they control and their minority shareholders, under Cayman\nIslands law, our controlling shareholders do not owe any such fiduciary duties to our company or to our minority shareholders. Accordingly,\nour controlling shareholders may exercise their powers as shareholders, including the exercise of voting rights in respect of their shares,\nin such manner as they think fit. Such differences may mean that the remedies available to our minority shareholders may be different\nfrom those they would have under the laws of other jurisdictions, including the United States. Potential investors should be aware that\nthere is a risk that provisions of the Companies Act may not offer the same protection as the relevant laws and regulations in the United\nStates may offer, and should consider obtaining independent legal advice on the implications of investing in foreign-incorporated companies.\n\n** **\n\n**We\nare an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.**\n\n** **\n\nWe\nare an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from requirements\napplicable to other public companies that are not emerging growth companies, including, most significantly, not being required to comply\nwith the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act for so long as we remain an emerging growth company.\nAs a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information\nthey may deem important.\n\n \n\nThe\nJOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards\nuntil such date that a private company is otherwise required to comply with such new or revised accounting standards. We do not plan\nto “opt out” of such exemptions afforded to an emerging growth company. As a result of this election, our financial statements\nmay not be comparable to those of companies that comply with public company effective dates.\n\n \n\n**We\nqualify as a foreign private issuer and, as a result, we will not be subject to U.S. proxy rules and will be subject to Exchange Act\nreporting obligations that permit less detailed and less frequent reporting than that of a U.S. domestic public company.**\n\n** **\n\nWe\nreport under the Exchange Act as a non-U.S. company with foreign private issuer status. Because we qualify as a foreign private issuer\nunder the Exchange Act, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies,\nincluding (i) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security\nregistered under the Exchange Act; (ii) the sections of the Exchange Act requiring insiders to file public reports of their stock ownership\nand trading activities and liability for insiders who profit from trades made in a short period of time; and (iii) the rules under the\nExchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information,\nor current reports on Form 8-K upon the occurrence of specified significant events. In addition, our officers, Directors and principal\nShareholders are exempt from the “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules\nthereunder. Therefore, our Shareholders may not know on a timely basis when our officers, directors and principal Shareholders purchase\nor sell our Ordinary Shares. In addition, foreign private issuers are not required to file their annual report on Form 20-F until one\nhundred twenty (120) days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to\nfile their annual report on Form 10-K within seventy-five (75) days after the end of each fiscal year. Foreign private issuers also are\nexempt from Regulation Fair Disclosure, aimed at preventing issuers from making selective disclosures of material information. As a result\nof the above, you may not have the same protections afforded to shareholders of companies that are not foreign private issuers.\n\n \n\nIf\nwe lose our status as a foreign private issuer, we would be required to comply with the Exchange Act reporting and other requirements\napplicable to U.S. domestic issuers, which are more detailed and extensive than the requirements for foreign private issuers. We may\nalso be required to make changes in our corporate governance practices in accordance with various SEC and Nasdaq rules. The regulatory\nand compliance costs to us under U.S. securities laws if we are required to comply with the reporting requirements applicable to a U.S.\ndomestic issuer may be significantly higher than the cost we would incur as a foreign private issuer. As a result, we expect that a loss\nof foreign private issuer status would increase our legal and financial compliance costs and would make some activities highly time consuming\nand costly. We also expect that if we were required to comply with the rules and regulations applicable to U.S. domestic issuers, it\nwould make it more difficult and expensive for us to obtain and maintain directors and officers liability insurance, and we may be required\nto accept reduced coverage or incur substantially higher costs to obtain coverage. These rules and regulations could also make it more\ndifficult for us to attract and retain qualified members of our Board of Directors.\n\n \n\n19\n\n \n\n \n\n**We\nmay lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.**\n\n** **\n\nAs\ndiscussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and\ncurrent reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business\nday of an issuer’s most recently completed second fiscal quarter. We would lose our foreign private issuer status if, for example,\nmore than 50% of our outstanding voting securities are directly or indirectly held by residents of the United States and we fail to meet\nadditional requirements necessary to maintain our foreign private issuer status. If we lose our foreign private issuer status on this\ndate, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are\nmore detailed and extensive than the forms available to a foreign private issuer. We will also have to mandatorily comply with U.S. federal\nproxy requirements, and our officers, Directors, Executive Officers and Controlling Shareholders will become subject to the short-swing\nprofit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions\nfrom certain corporate governance requirements under the Nasdaq rules. As a U.S. listed public company that is not a foreign private\nissuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer,\nand accounting, reporting and other expenses in order to maintain a listing on a U.S. securities exchange.\n\n \n\n**As\na foreign private issuer, we do not expect to be subject to certain Nasdaq corporate governance rules applicable to U.S. listed companies.**\n\n** **\n\nAs\na foreign private issuer, we are entitled to rely on a provision in Nasdaq’s corporate governance rules that allows us to follow\nCayman Islands corporate law with regards to certain aspects of corporate governance. This allows us to follow certain corporate governance\npractices that differ in significant respects from the corporate governance requirements applicable to U.S. companies listed on Nasdaq.\n\n \n\nIn\naddition, our Audit Committee is not subject to additional Nasdaq requirements applicable to listed U.S. companies, including an affirmative\ndetermination that all members of the audit committee are “independent,” using more stringent criteria than those applicable\nto the Company under relevant SEC rules. Nasdaq’s  corporate governance rules require listed U.S. companies to, among other\nthings, seek shareholder approval for the implementation of certain equity compensation plans and issuances of shares, which the Company\nis not required to follow as a foreign private issuer. However, , we will voluntarily have a majority of independent directors and our\naudit committee consists of three independent directors .\n\n \n\n**There\ncan be no assurance that we will not be a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for any taxable\nyear, which could subject U.S. investors in the Class A Ordinary Shares to significant adverse U.S. income tax consequences.**\n\n** **\n\nIn\ngeneral, we will be treated as a passive foreign investment company (“PFIC”) for any taxable year in which either (1) at\nleast 75% of our gross income (looking through certain 25% or more-owned subsidiaries) is passive income or (2) at least 50% of the average\nvalue of our assets (looking through certain 25% or more-owned subsidiaries) is attributable to assets that produce, or are held for\nthe production of, passive income. Passive income generally includes, without limitation, dividends, interest, rents, royalties, and\ngains from the disposition of passive assets. If we are determined to be a PFIC for any taxable year (or portion thereof) that is included\nin the holding period of a U.S. Holder (as defined in the Section of this annual report captioned “*Material U.S. Federal Income\nTax Considerations*”) of our securities, the U.S. Holder may be subject to increased U.S. federal income tax liability and may\nbe subject to additional reporting requirements. The determination of whether we are a PFIC is a fact-intensive determination made on\nan annual basis applying principles and methodologies that in some circumstances are unclear and subject to varying interpretation. Our\nactual PFIC status for any taxable year will not be determinable until after the end of such taxable year. Accordingly, there can be\nno assurance with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. We urge U.S. Holders to\nconsult their own tax advisors regarding the possible application of the PFIC rules in light of their individual circumstances.\n\n \n\n20\n\n \n\n \n\n**We\nmay regularly encounter potential conflicts of interest, and our failure to identify and address such conflicts of interest could adversely\naffect our business.**\n\n** **\n\nWe\nface the possibility of actual, potential, or perceived conflicts of interest in the ordinary course of our business operations. Conflicts\nof interest may exist between (i) our different businesses; (ii) us and our clients; (iii) our clients; (iv) us and our employees; (v)\nour clients and our employees, (vi) us and our Controlling Shareholder and their controlling entities, or (vii) our dealer-shareholders\nand our other shareholders. As we expand the scope of our business and our client base, it is critical for us to be able to timely address\npotential conflicts of interest, including situations where two or more interests within our businesses naturally exist but are in competition\nor conflict. We have put in place internal control and risk management procedures that are designed to identify and address conflicts\nof interest, including a procedure for presenting potential conflicts of interest to the audit committee of our Board of Directors. However,\nappropriately identifying and managing actual, potential, or perceived conflicts of interest is complex and difficult, and our reputation\nand our clients’ confidence in us could be damaged if we fail, or appear to fail, to deal appropriately with one or more actual,\npotential, or perceived conflicts of interest. It is possible that actual, potential, or perceived conflicts of interest could also give\nrise to client dissatisfaction, litigation, or regulatory enforcement actions. Regulatory scrutiny of, or litigation in connection with,\nconflicts of interest could have a material adverse effect on our reputation, which could materially and adversely affect our business\nin a number of ways, including a reluctance of some potential clients and counterparties to do business with us. Any of the foregoing\ncould materially and adversely affect our reputation, business, financial condition, and results of operations.\n\n \n\nA\nconflict of interest occurs when an individual’s private interest (or the interest of a member of his or her family or close friend(s)\nor business associate(s)) interferes, or even appears to interfere, with the interests of our company as a whole. A conflict of interest\ncan arise when an employee, officer or director (or a member of his or her family or a close friend(s) or business associate(s)) takes\nactions or has interests that may make it difficult to perform his or her work for our Company objectively and effectively. Conflicts\nof interest also arise when an employee, officer or director (or a member of his or her family or close friend(s) or business associate(s))\nreceives improper personal benefits as a result of his or her position in our Company.\n\n \n\nDirectors\nand executive officers must seek determinations and prior authorizations or approvals of potential conflicts of interest exclusively\nfrom our audit committee. All other employees are required to approach our Chief Executive Officer or our Chief Financial Officer if\nthey have any questions about reporting a suspected conflict of interest.\n\n \n\n**If\nsecurities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding\nour Class A Ordinary Shares, the price of our Class A Ordinary Shares and trading volume could decline.**\n\n** **\n\nThe\ntrading market for our Class A Ordinary Shares may depend in part on the research and reports that industry or securities analysts publish\nabout us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade us, the\nprice of our Class A Ordinary Shares would likely decline. If one or more of these analysts cease coverage of our Company or fail to\nregularly publish reports on us, we could lose visibility in the financial markets, which could cause the price of our Class A Ordinary\nShares and the trading volume to decline.\n\n \n\n**Our\ndual-class voting structure may render our Class A Ordinary Shares ineligible for inclusion in certain stock market indices, and thus\nadversely affect the trading price and liquidity of our Class A Ordinary Shares.**\n\n \n\nCertain\nshareholder advisory firms have announced changes to their eligibility criteria for inclusion of shares of public companies on certain\nindices, including the S&P 500, to exclude companies with multiple classes of shares and companies whose public shareholders hold\nno more than 5% of total voting power from being added to such indices. In addition, several shareholder advisory firms have announced\ntheir opposition to the use of multiple class structures. As a result, the dual class structure of our Ordinary Shares may prevent the\ninclusion of our Class A Ordinary Shares in such indices and may cause shareholder advisory firms to publish negative commentary about\nour corporate governance practices or otherwise seek to cause us to change our capital structure. Any such exclusion from indices could\nresult in a less active trading market for our Class A Ordinary Shares. Any actions or publications by shareholder advisory firms critical\nof our corporate governance practices or capital structure could also adversely affect the value of our Class A Ordinary Shares.\n\n \n\n21\n\n \n\n \n\n**Our\ndual-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing any change\nof control transactions that holders of our Class A Ordinary Shares may view as beneficial.**\n\n \n\nWe\nhave a dual class ordinary share structure. Our Ordinary Shares are divided into Class A Ordinary Shares and Class B Ordinary Shares.\nHolders of Class A and Class B Ordinary Shares have the same rights, including dividend rights, except that holders of Class A Ordinary\nShares are entitled to one vote per share, while holders of Class B Ordinary Shares are entitled to ten votes per share, and Class B\nOrdinary Shares may be converted into the same number of Class A Ordinary Shares by the holders thereof at any time, while Class A Ordinary\nShares cannot be converted into Class B Ordinary Shares under any circumstances. Upon the transfer of any Class B Ordinary Share by a\nholder thereof to any person other than certain permitted transferees or a change in beneficiary owner of such Class B Ordinary Shares,\nsuch Class B Ordinary Share will be automatically and immediately converted into one Class A Ordinary Share.\n\n \n\nAs of the date of this annual report, Chan Choon Yew Lester beneficially\nowns all of our Class B Ordinary Shares representing approximately 87.53% of the aggregate voting power of our total issued and outstanding\nshare capital. As a result of the dual-class share structure and the concentration of ownership, holders of Class B Ordinary Shares will\nhave considerable influence over matters such as decisions regarding mergers and consolidations, election of directors and other significant\ncorporate actions. Such holders may take actions that are not in the best interest of us or our other shareholders. This concentration\nof ownership may discourage, delay or prevent a change in control of our company, which could have the effect of depriving our other shareholders\nof the opportunity to receive a premium for their shares as part of a sale of our Company and may reduce the price of our Class A Ordinary\nShares."}