{"url_path":"/sec/vcig/10-k/2026/item-3","section_key":"item-3","section_title":"Item 3 KEY INFORMATION**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-07-15","source_url":"https://www.sec.gov/Archives/edgar/data/1930510/0001213900-26-078044-index.html","accession_number":"0001213900-26-078044","cik":"0001930510","ticker":"VCIG","issuer_name":"VCI Global Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1930510/0001213900-26-078044-index.html","primary_entity_key":"0001930510","primary_entity_name":"VCI Global Ltd"},"word_count":11059,"has_tables":true,"body_markdown":"**Item 3. KEY INFORMATION**\n\n \n\nA. [Reserved]\n\n \n\nB. Capitalization and Indebtedness\n\n \n\nNot applicable.\n\n \n\nC. Reasons for the Offer\nand Use of Proceeds\n\n \n\nNot applicable.\n\n \n\nD. Risk Factors\n\n \n\n**Risks Related to our Business and Operations**\n\n** **\n\n**We are a growing company with a limited\noperating history. If we fail to achieve further marketplace acceptance for our services, our business, financial condition and results\nof operations will be adversely affected.**\n\n* *\n\nWe were organized and commenced operations in\nApril, 2020. As a result, we have only a limited operating history upon which you can evaluate our business and prospects. There can be\nno assurance that we will remain profitable, or that our enterprise consulting and investing business model will achieve further marketplace\nacceptance. Our marketing efforts may not generate a sufficient number of clients to sustain our business plan; our capital and operating\ncosts may exceed planned levels; and we may be unable to develop and enhance our agency service offerings to meet the demands of our clients.\nIf we are not successful in managing our business and operations, our financial condition and results of operations will be adversely\naffected.\n\n* *\n\n**A significant or prolonged economic downturn\ncould have a material adverse effect on our results of operations.**\n\n \n\nOur results of operations are affected by the\nlevel of business activity of our clients, which in turn is affected by the level of economic activity in the industries and markets that\nthey serve. A decline in the level of business activity of our clients could have a material adverse effect on our revenues and profit\nmargin.\n\n \n\n**We may face damage to our professional reputation\nor legal liability if our clients are not satisfied with our services.**\n\n** **\n\nWe depend to a large extent on our relationships\nwith our clients and our reputation for high-caliber professional services and integrity to attract and retain clients. We obtain a substantial\nnumber of new engagements from existing clients or through referrals from existing clients. As a result, if a client is not satisfied\nwith our services, it may diminish our reputation and become more damaging to our business than to other businesses. Additionally, if\nwe fail to meet our contractual obligations or other arrangements with our clients, we could be subject to legal liability or loss of\nclient relationships. Our contracts typically include provisions to limit our exposure to legal claims relating to our services and the\napplications we develop, but these provisions may not protect us or may not be enforceable in all cases.\n\n \n\n**If our affiliates, alliances or investee\nportfolio companies do not succeed, we may not be successful in implementing our growth strategy.**\n\n** **\n\nWe have invested a substantial amount of time\nand resources in our affiliates, alliances, and investee portfolio companies, and we plan to make substantial additional acquisition investments\nin the future. The benefits we anticipate from these relationships are an important component of our growth strategy. If these relationships\ndo not succeed, we may lose our investments or fail to obtain the benefits we hope to derive from them. Similarly, we may be adversely\naffected by the failure of one or more of our affiliates or alliances, which could lead to reduced marketing exposure, and a decreased\nability to develop and gain access to solutions. Moreover, because most of our alliance relationships are nonexclusive, our alliance partners\ncan form closer or preferred arrangements with our competitors. In addition, our venture capital activities may suffer from the poor performance\nof the portfolio companies in which we invest or our inability to obtain attractive returns on our investments to monetize these investments\nat all. These losses or failures could have a material and adverse impact on our growth strategy, which, in turn, could adversely affect\nour financial condition and results of operations.\n\n \n\n1\n\n \n\n \n\n**The consulting services in business and\ntechnology industries are highly competitive, and we may not be able to compete effectively.**\n\n** **\n\nThe consulting services in the business and technology\nindustries in which we operate include a large number of participants and are highly competitive. We face competition from other business\noperations and financial consulting firms, general management consulting firms, the consulting practices of major accounting firms, technical\nand economic advisory firms, regional and specialty consulting firms, and the technology development advisory firms and some of these\nfirms are global in nature and have access to more resources which may provide with the ability to highlight broader experiences to potential\nclients. In addition, because there are relatively low barriers to entry, we expect to continue to face additional competition from new\nentrants into the business operations and financial consulting industries. Many of our competitors have a greater national presence and\nare also international in scope, as well as having significantly greater personnel, financial, technical and marketing resources. In addition,\nthese competitors may generate greater revenues and have greater name recognition than we do. Our ability to compete also depends in part\non the ability of our competitors to hire, retain and motivate skilled consultants, the price at which others offer comparable services\nand our competitors’ responsiveness to their clients. If we are unable to compete successfully with our existing competitors or\nwith any new competitors, our financial results will be adversely affected.\n\n \n\n**Our inability to hire and retain talented\npeople in an industry where there is great competition for talent could have a serious negative effect on our prospects and results of\noperations.**\n\n** **\n\nOur business involves the delivery of professional\nservices and is highly labor-intensive. We rely heavily on our senior management team and our ability to retain them is particularly important\nto our future success. Given the highly specialized nature of our services, these people must have a thorough understanding of our service\nofferings as well as the skills and experience necessary to manage an organization consisting of a diverse group of professionals. In\naddition, we rely on our senior management team to generate, handle and market our business. Further, in light of our limited operating\nhistory, our senior management’s personal reputations and relationships with our clients are a critical element in obtaining and\nmaintaining client engagements. Qualified consultants are in great demand, and we face significant competition for both senior and junior\nconsultants with the requisite credentials and experience. Our principal competition for talent comes from other consulting firms, accounting\nfirms and technical and economic advisory firms, as well as from organizations seeking to staff their internal professional positions.\nMany of these competitors may be able to offer significantly greater compensation and benefits or more attractive lifestyle choices, career\npaths or geographic locations than we do. Therefore, we may not be successful in attracting and retaining the skilled consultants we require\nto conduct and expand our operations successfully. Although we enter into non-solicitation agreements with our senior management team,\nwe do not enter into non-competition agreements. Accordingly, members of our senior management team are not contractually prohibited from\nleaving or joining one of our competitors, and some of our clients could choose to use the services of that competitor instead of our\nservices. Increasing competition for these consultants may also significantly increase our labor costs, which could negatively affect\nour margins and results of operations. Also, if one or more members of our senior management team leave and we cannot replace them with\na suitable candidate quickly, we could experience difficulties in securing and successfully completing engagements and managing our business\nproperly, which could harm our business prospects and results of operations.\n\n** **\n\n**Revenues from our performance-based engagements\nare difficult to predict, and the timing and extent of recovery of our costs is uncertain.**\n\n** **\n\nFrom time to time, primarily in our corporate\nadvisory services and strategic planning practices, we enter into engagement agreements under which our fees include a significant performance-based\ncomponent. Performance-based fees are contingent on the achievement of specific measures, such as our clients meeting cost-saving or other\ncontractually defined goals. The achievement of these contractually defined goals is often impacted by factors outside of our control,\nsuch as the actions of our client or third parties. Because performance-based fees are contingent, revenues on such engagements, which\nare recognized when all revenue recognition criteria are met, are not certain and the timing of receipt is difficult to predict and may\nnot occur evenly throughout the year. Should performance-based fee arrangements represent a greater percentage of our business in the\nfuture, we may experience increased volatility in our working capital requirements and greater variations in our quarter-to-quarter results,\nwhich could affect the price of our ordinary shares. In addition, an increase in the proportion of performance-based fee arrangements\nmay offset the positive effect on our operating results from increases in our utilization rate or average billing rate per hour.\n\n \n\n**Developments in the social, political, regulatory\nand economic environment in the countries where we operate may have a material and adverse impact on us.**\n\n** **\n\nOur business, prospects, financial condition and\nresults of operations may be adversely affected by social, political, regulatory and economic developments in countries in which we operate.\nSuch political and economic uncertainties include, but are not limited to, the risks of war, terrorism, nationalism, nullification of\ncontract, changes in interest rates, imposition of capital controls and methods of taxation. For example, we have considerable operations\nin Malaysia, and negative developments in Malaysia’s socio-political environment may adversely affect our business, financial condition,\nresults of operations and prospects. Although the overall economic environment in Malaysia and other countries where we operate appear\nto be positive, there can be no assurance that this will continue to prevail in the future.\n\n \n\n**We have only a limited ability to protect our intellectual property\nrights, which are important to our success.**\n\n ** **\n\nOur success depends, in part, upon our ability\nto protect our proprietary methodologies and other intellectual property. Existing laws of some countries in which we provide services\nmay offer only limited protection of our intellectual property rights. We rely upon a combination of trade secrets, confidentiality policies,\nnondisclosure and other contractual arrangements, and patent, copyright and trademark laws to protect our intellectual property rights.\nThe steps we take in this regard may not be adequate to prevent or deter infringement or other misappropriation of our intellectual property,\nand we may not be able to detect unauthorized use or take appropriate and timely steps to enforce our intellectual property rights.\n\n \n\n2\n\n \n\n \n\n**We are increasingly\ndependent on information technology, and our systems and infrastructure face certain risks, including cybersecurity and data leakage risks.**\n\n \n\nSignificant disruptions to our information technology\nsystems or breaches of information security could adversely affect our business. In the ordinary course of business, we will collect,\nstore and transmit large amounts of confidential information, and it is critical that we do so in a secure manner to maintain the confidentiality\nand integrity of such information. We have also outsourced significant elements of our information technology infrastructure; as a result,\nwe manage independent vendor relationships with third parties who are responsible for maintaining significant elements of our information\ntechnology systems and infrastructure and who may or could have access to our confidential information. The size and complexity of our\ninformation technology systems, and those of our third-party vendors, make such systems potentially vulnerable to service interruptions\nand security breaches from inadvertent or intentional actions by our employees, partners or vendors. These systems are also vulnerable\nto attacks by malicious third parties and may be susceptible to intentional or accidental physical damage to the infrastructure maintained\nby us or by third parties. Maintaining the secrecy of confidential, proprietary and/or trade secret information is important to our competitive\nbusiness position. While we have taken steps to protect such information and have invested in systems and infrastructures to do so, there\ncan be no guarantee that our efforts will prevent service interruptions or security breaches in our systems or the unauthorized or inadvertent\nwrongful use or disclosure of confidential information that could adversely affect our business operations or result in the loss, dissemination\nor misuse of critical or sensitive information. The increasing sophistication and frequency of cybersecurity threats, including targeted\ndata breaches, ransomware attacks designed to encrypt our data for ransom and other malicious cyber activities, pose a significant risk\nto the integrity and confidentiality of our data systems. A breach our security measures or the accidental loss, inadvertent disclosure,\nunapproved dissemination, misappropriation or misuse of trade secrets, proprietary information or other confidential information, whether\nas a result of theft, hacking, fraud, trickery or other forms of deception, or for any other cause, could enable others to produce competing\nproducts, use our proprietary technology or information, and/or adversely affect our business position. Further, any such interruption,\nsecurity breach, loss or disclosure of confidential information could result in financial, legal, business and reputational harm to us\nand could have a material adverse effect on our business, financial position, results of operations and/or cash flow.\n\n \n\n**Foreign exchange rate fluctuations and controls\ncould have a material adverse effect on our earnings and the strength of our balance sheet.**\n\n* *\n\nSince we generate a substantial portion of our revenues in Malaysia,\nwhile our reporting currency is US$, we are exposed to fluctuations in the value of MYR against the US$. To the extent the US$ strengthens\nrelative to the MYR, our revenues, profits, and asset values reported in US$ may be adversely affected upon translation from MYR into\nUS$. Conversely, fluctuations in foreign exchange rates may also affect the comparability of our financial results between periods.\n\n \n\nForeign exchange rates may also impact international trade and economic\nconditions, as fluctuations in currencies may affect the relative value of goods and services between trading countries. We currently\ndo not undertake hedging activities to mitigate foreign exchange or transaction risks and are therefore exposed to fluctuations in the\nvalue of the MYR against the US$. Consequently, short-term or long-term exchange rate movements or exchange controls may have a material\nadverse effect on our business, financial condition, results of operations, cash flows and liquidity.\n\n \n\n**Changes in tax laws, tax treaties as well\nas judgments and estimates used in the determination of tax-related asset (liability) and income (expense) amounts, could materially adversely\naffect our business, financial condition and results of operations.**\n\n* *\n\nWe operate in jurisdictions and may be subject\nto the tax regimes and related obligations in the jurisdictions in which we operate or do business. Changes in tax laws, bilateral double\ntax treaties, regulations and interpretations could adversely affect our financial results. The tax rules of the various jurisdictions\nin which we operate or conduct business often are complex, involve bilateral double tax treaties and are subject to varying interpretations.\nTax authorities may challenge tax positions that we take or historically have taken, may assess taxes where we have not made tax filings,\nor may audit the tax filings we have made and assess additional taxes. Such assessments, either individually or in aggregate, could be\nsubstantial and could involve the imposition of penalties and interest. For such assessments, from time to time, we use external advisors.\nIn addition, governments could impose new taxes on us or increase the rates at which we are taxed in the future. The payment of substantial\nadditional taxes, penalties or interest resulting from tax assessments, or the imposition of any new taxes, could materially and adversely\nimpact our results, financial condition and liquidity. Additionally, our provision for income taxes and reporting of tax-related assets\nand liabilities require significant judgments and the use of estimates. Amounts of tax-related assets and liabilities involve judgments\nand estimates of the timing and probability of recognition of income, deductions and tax credits. Actual income taxes could vary significantly\nfrom estimated amounts due to the future impacts of, among other things, changes in tax laws, regulations and interpretations, our financial\ncondition and results of operations, as well as the resolution of any audit issues raised by taxing authorities.\n\n \n\n3\n\n \n\n \n\n**We will be subject to various risks related\nto artificial intelligence (“AI”) and technology as we expand.** \n\n** **\n\nAs we plan to expand in the future, we believe\nwe will become subject to various risks related to AI and technology, including the following:\n\n \n\n●AI\nand AI-related markets are still in their infancy in comparison to other widely used software types, and it is unclear whether AI and\nAI-related markets will continue to grow.\n\n \n\n●AI\nis a fast-growing industry, and we must successfully adapt and manage technological advances in AI and AI-related markets, as well as\neffectively compete with the emergence of additional competitors in the industry in order to maintain and grow our AI-based business.\nThus, the success of our AI-based business depends in large part on our ability to keep pace with rapid technological changes in the\ndevelopment and implementation of AI products and services.\n\n \n\n●Failure\nto attract and retain additional qualified personnel in the AI field could also prevent us from executing our business strategy and growth\nplans.\n\n \n\n●The\ninformation that AI learns may include highly confidential information. In the unlikely event of a leakage of such confidential information,\nour credibility may be negatively impacted, which may affect our business, operating results, and financial condition.\n\n \n\n●AI\nalgorithms heavily rely on data for training and decision-making. However, the quality, completeness, and accuracy of real estate data\ncan be inconsistent. Incomplete or biased data can lead to flawed predictions and suboptimal outcomes. Also, AI models can inadvertently\nperpetuate biases present in historical data. In real estate, this could lead to discriminatory practices related to property valuation,\ntenant selection, or mortgage approvals.\n\n \n\n●Handling\nsensitive personal information (e.g., financial records, property details) requires robust privacy safeguards. Data breaches or misuse\ncould harm individuals and erode trust in AI-driven real estate solutions.\n\n \n\n●While\nAI models can excel in specific tasks (e.g., property valuation, demand prediction), scaling them across diverse markets or adapting\nthem to unique local contexts remains a challenge. Consulting services and technology markets vary significantly by location and regulations.\nAI models must adapt to local nuances. A one-size-fits-all approach may not work.\n\n \n\n●Developing,\ndeploying, and maintaining AI systems involve significant costs. Small businesses may struggle to afford AI solutions, limiting their\naccess to advanced technology.\n\n \n\n●The\nconsulting services in the business and technology industries are influenced by economic cycles, geopolitical events, and unforeseen\ncrises. AI models trained on historical data may struggle to predict sudden shifts or adapt to unprecedented situations.\n\n \n\n●Beyond\ntechnical challenges, ethical dilemmas may arise because of the use of AI technology.\n\n \n\n**Share-based payment may cause shareholding\ndilution to our existing shareholders and potentially have a material and adverse effect on our financial performance.**\n\n \n\nWe adopted employee incentive plans for the benefit of our employees\nas remuneration for their services provided to us to incentivize and reward the eligible persons who have contributed to the success of\nour Company. For the years ended December 31, 2024 and 2025, we incurred share-based payment expenses of US$61,210 and US$6,651,698, respectively.\nTo further incentivize our employees to contribute to us, we may grant additional share-based compensation in the future. Issuance of\nadditional shares with respect to such share-based payment may dilute the shareholding percentage of our existing shareholders. Expenses\nincurred with respect to such share-based payment may also increase our operating expenses and therefore have a material and adverse effect\non our financial performance.\n\n \n\n**We are exposed to substantial volatility,\nimpairment, and liquidity risks as a result of our digital asset treasury activities and token holdings.**\n\n \n\nA significant part of our recent strategic initiatives\ninvolves the acquisition, holding, and management of digital assets, including OOB/OOBT tokens. The market prices of digital assets are\nhighly volatile and may fluctuate significantly over short periods of time due to changes in market sentiment, trading activity, macroeconomic\nconditions, exchange outages, cybersecurity incidents, protocol developments, legal and regulatory actions, and other factors that are\nbeyond our control. Because digital assets may experience sharp declines in value, our results of operations, financial condition, and\nthe market price of our securities may be materially adversely affected by realized or unrealized losses, impairment charges, or adverse\nfair value adjustments.\n\n \n\n4\n\n \n\n \n\nIn addition, digital asset markets may be thin,\nfragmented, or subject to limited liquidity, particularly during periods of market stress. If we need to sell digital assets, pledge them,\nor otherwise monetize them at a time when liquidity is limited, we may be unable to do so on acceptable terms or at all. Market dislocations,\ndelistings, exchange suspensions, or abrupt changes in trading availability could further impair our ability to value or dispose of our\nholdings. Any such events could materially adversely affect our business, financial condition, and results of operations.\n\n \n\n**Our digital assets and token-related activities\nare subject to custody, wallet, private-key, and cybersecurity risks, and any loss, compromise, or theft could result in the loss of some\nor all of our assets.**\n\n \n\nDigital assets are generally controllable only\nby the possessor of the applicable private keys or through custodial arrangements with third parties. As a result, our digital asset activities\nexpose us to risks of loss arising from theft, hacking, phishing, insider misconduct, operational error, smart contract vulnerabilities,\ncompromised credentials, or the loss, destruction, or unauthorized use of private keys, seed phrases, wallets, custodial accounts, or\nrelated access mechanisms. If any of these events were to occur, we could lose some or all of our digital assets, and such losses may\nbe irreversible.\n\n \n\nWe also rely on third-party custodians, exchanges,\nwallet providers, and other infrastructure providers in connection with certain digital asset activities. These service providers may\nnot be subject to the same regulatory standards, operational controls, insurance coverage, segregation requirements, or insolvency protections\napplicable to traditional financial intermediaries. A failure, compromise, insolvency, or service disruption affecting any such provider\ncould impair our access to digital assets, delay transactions, result in losses, or expose us to litigation, investigations, or reputational\nharm.\n\n \n\n**The legal and regulatory treatment of digital\nassets, tokenized arrangements, stablecoins, and related activities remains uncertain and may change rapidly in ways that adversely affect\nus.**\n\n \n\nThe legal status of digital assets and related\nactivities under U.S. and non-U.S. law is evolving and remains uncertain. Depending on the facts and circumstances, particular crypto\nassets, token-related arrangements, or associated transactions may be treated differently for purposes of securities, commodities, payments,\nmoney transmission, AML/sanctions, custody, tax, accounting, consumer protection, market conduct, or other laws and regulations. The SEC\nissued an interpretation in March 2026 addressing how federal securities laws apply to certain crypto assets and transactions involving\ncrypto assets, and the regulatory treatment of stablecoins and tokenized securities continues to depend heavily on structure and facts.\n\n \n\nRegulators in the United States and elsewhere\nmay in the future adopt, reinterpret, or enforce laws, rules, or policies that restrict or prohibit aspects of our current or planned\ndigital asset activities, including our token holdings, treasury management activities, exchange-related initiatives, stablecoin-related\nengagements, or any role we may take in issuing, distributing, administering, or facilitating trading in digital assets. Any such developments\ncould require us to obtain registrations, licenses, consents, or approvals; change or discontinue business lines; incur substantial compliance,\nlegal, and operational costs; record asset impairments; or face investigations, penalties, injunctions, or private litigation.\n\n \n\n**Our efforts to source or operate under exchange,\nmarketplace, or related digital asset licenses may not succeed and could expose us to significant compliance and enforcement risk.**\n\n \n\nWe have disclosed that we are actively sourcing\na license to operate as a regulated exchange in connection with our real-world asset and token-related initiatives. Any effort to obtain,\nmaintain, or rely on exchange, trading venue, broker-dealer, alternative trading system, money services, or comparable licensing or regulatory\nstatus is complex, time-consuming, expensive, and uncertain. We may be unable to obtain the necessary approvals in the jurisdictions relevant\nto our operations, or any approvals we obtain may be subject to burdensome conditions, limitations, capital requirements, surveillance\nobligations, or ongoing examinations.\n\n \n\nEven if we obtain or partner through a licensed\nframework, we may still be subject to investigations, changing interpretations, operational restrictions, or enforcement risk if regulators\ndetermine that our activities exceed the scope of available permissions or involve assets or transactions requiring different treatment.\nFailure to obtain or maintain required approvals, or any delay or disruption in doing so, could materially adversely affect our ability\nto implement our business strategy, generate revenue from digital asset initiatives, or continue certain planned operations.\n\n \n\n5\n\n \n\n \n\n**Risks Related to investing in a foreign private\nissuer and BVI Company**\n\n** **\n\n**We may not be able to pay any dividends\non our ordinary shares in the future due to BVI law.**\n\n \n\nUnder BVI law, we may only pay dividends to our\nshareholders if the value of our assets exceeds our liabilities and we are able to pay our debts as they become due. We cannot give any\nassurance that we will declare dividends of any amounts, at any rate or at all in the future. Future dividends, if any, will be at the\ndiscretion of our Board of Directors, and will depend upon our results of operations, cash flows, financial condition, payment to us of\ncash dividends by our subsidiaries, capital needs, future prospects and other factors that our directors may deem appropriate.\n\n \n\n**As the rights of shareholders under British\nVirgin Islands law differ from those under U.S. law, you may have fewer protections as a shareholder.**\n\n \n\nOur corporate affairs will be governed by our\nmemorandum and articles of association, the BVI Business Companies Act, 2004 (as amended), referred to below as the “BVI Act”,\nand the common law of the British Virgin Islands. The rights of shareholders to take legal action against our directors, actions by minority\nshareholders and the fiduciary responsibilities of our directors under British Virgin Islands law are governed by the BVI Act and the\ncommon law of the British Virgin Islands. The common law of the British Virgin Islands is derived in part from comparatively limited judicial\nprecedent in the British Virgin Islands as well as from the common law of England and the wider Commonwealth, which has persuasive, but\nnot binding, authority on a court in the British Virgin Islands. The rights of our shareholders and the fiduciary responsibilities of\nour directors under British Virgin Islands law are largely codified in the BVI Act, but are potentially not as clearly established as\nthey would be under statutes or judicial precedents in some jurisdictions in the United States. In particular, the British Virgin Islands\nhas a less developed body of securities laws as compared to the United States, and some states (such as Delaware) have more fully developed\nand judicially interpreted bodies of corporate law. As a result of all the above, holders of our shares may have more difficulty in protecting\ntheir interests through actions against our management, directors or major shareholders than they would as shareholders of a U.S. company.\n\n \n\n**British Virgin Islands companies may not\nbe able to initiate shareholder derivative actions, thereby depriving shareholders of the ability to protect their interests.**\n\n \n\nShareholders of British Virgin Islands companies\nmay not have standing to initiate a shareholder derivative action in a federal court of the United States. Shareholders of a British Virgin\nIslands company could, however, bring a derivative action in the British Virgin Islands courts, and there is a clear statutory right to\ncommence such derivative claims under Section 184C of the BVI Act. The circumstances in which any such action may be brought, and the\nprocedures and defenses that may be available in respect to any such action, may result in the rights of shareholders of a British Virgin\nIslands company being more limited than those of shareholders of a company organized in the United States. Accordingly, shareholders may\nhave fewer alternatives available to them if they believe that corporate wrongdoing has occurred. The British Virgin Islands courts are\nalso unlikely to recognize or enforce against us judgments of courts in the United States based on certain liability provisions of U.S.\nsecurities law; and to impose liabilities against us, in original actions brought in the British Virgin Islands, based on certain liability\nprovisions of U.S. securities laws that are penal in nature. There is no statutory recognition in the British Virgin Islands of judgments\nobtained in the United States, although the courts of the British Virgin Islands will generally recognize and enforce the non-penal judgment\nof a foreign court of competent jurisdiction without retrial on the merits. This means that even if shareholders were to sue us successfully,\nthey may not be able to recover anything to make up for the losses suffered.\n\n \n\n**The laws of the British Virgin Islands may\nprovide less protection for minority shareholders than those under U.S. law, so minority shareholders may have less recourse than they\nwould under U.S. law if the shareholders are dissatisfied with the conduct of our affairs.**\n\n \n\nUnder the laws of the British Virgin Islands,\nthe rights of minority shareholders are protected by provisions of the BVI Act dealing with shareholder remedies and other remedies available\nunder common law (in tort or contractual remedies). The principal protection under statutory law is that shareholders may bring an action\nto enforce the constitutional documents of the company (i.e. the memorandum and articles of association) as shareholders are entitled\nto have the affairs of the company conducted in accordance with the BVI Act and the memorandum and articles of association of the company.\nA shareholder may also bring an action under statute if he feels that the affairs of the company have been or will be carried out in a\nmanner that is unfairly prejudicial or discriminating or oppressive to him. The BVI Act also provides for certain other protections for\nminority shareholders, including in respect of investigation of the company and inspection of the company books and records. There are\nalso common law rights for the protection of shareholders that may be invoked, largely dependent on English common law, since the common\nlaw of the British Virgin Islands for business companies is limited.\n\n \n\n**We will be a foreign private issuer and,\nas a result, we will not be subject to U.S. proxy rules and will be subject to Exchange Act reporting obligations that, to some extent,\nare more lenient and less detailed than those of a U.S. issuer.**\n\n** **\n\nWe report under the Exchange Act, as a foreign\nprivate issuer. Because we qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the\nExchange Act that are applicable to U.S. public companies, including: the sections of the Exchange Act regulating the solicitation of\nproxies, consents or authorizations in respect of a security registered under the Exchange Act; the sections of the Exchange Act requiring\ninsiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made\nin a short period of time; and the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing\nunaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events.\nIn addition, we will not be required to provide as detailed disclosure as a U.S. registrant, particularly in the area of executive compensation.\nIt is possible that some investors may not be as interested in investing in our ordinary shares as the securities of a U.S. registrant\nthat is required to provide more frequent and detailed disclosure in certain areas, which could adversely affect our share price.\n\n \n\n6\n\n \n\n \n\n**As a foreign private issuer and as permitted\nby the listing requirements of Nasdaq, we may follow certain BVI corporate governance rules instead of certain corporate governance requirements\nof Nasdaq.**\n\n** **\n\nAs a foreign private issuer, we may follow certain\nof our home country corporate governance rules instead of certain corporate governance requirements of Nasdaq. For example, we are exempt\nfrom Nasdaq regulations that require a listed U.S. company to:\n\n \n\n●have\na majority of the board of directors consist of independent directors as such term is defined by Nasdaq;\n\n \n\n●have\nnominating and compensations committees that are fully independent, as defined by Nasdaq;\n\n \n\n●provide\nthe same level of disclosure on certain issues, such as executive compensation;\n\n \n\n●solicit\nproxies and provide proxy statements for all shareholder meetings;\n\n \n\n●seek\nshareholder approval for the implementation of certain equity compensation plans and issuances of shares; and\n\n \n\n●hold\nan annual meeting of shareholders no later than one year after the end of each of the company’s fiscal years.\n\n \n\nTo the extent we determine to follow BVI corporate\ngovernance practices instead of Nasdaq governance requirements applicable to domestic issuers, you may not have the same protections afforded\nto shareholders of companies that are subject to these Nasdaq requirements.\n\n \n\n**We may lose our foreign private issuer status,\nwhich would then require us to comply with the Exchange Act’s domestic reporting regime and cause us to incur additional legal,\naccounting and other expenses.**\n\n* *\n\nIn order to maintain our current status as a foreign\nprivate issuer, either (1) a majority of our ordinary shares must be either directly or indirectly owned of record by non-residents of\nthe United States or (2) (a) a majority of our executive officers or directors must not be U.S. citizens or residents, (b) more than 50\npercent of our assets cannot be located in the United States and (c) our business must be administered principally outside the United\nStates. If we lose this status, we would be required to comply with the Exchange Act reporting and other requirements applicable to U.S.\ndomestic issuers, which are more detailed and extensive than the requirements for foreign private issuers. We may also be required to\nmake changes in our corporate governance practices in accordance with various SEC rules and the Nasdaq Capital Market’s listing\nstandards. The regulatory and compliance costs to us under U.S. securities laws if we are required to comply with the reporting requirements\napplicable to a U.S. domestic issuer may be higher than the cost we would incur as a foreign private issuer. As a result, we expect that\na loss of foreign private issuer status would increase our legal and financial compliance costs. We also expect that if we were required\nto comply with the rules and regulations applicable to U.S. domestic issuers, it would make it more difficult and expensive for us to\nobtain director and officer liability insurance. These rules and regulations could also make it more difficult for us to attract and retain\nqualified Board members.\n\n \n\n**We are a BVI-incorporated company with substantially\nall our assets located in Malaysia, and it may be difficult to enforce a judgment of U.S. courts for civil liabilities under U.S. federal\nsecurities laws against us, our directors or officers.**\n\n* *\n\nWe are incorporated under the laws of the British\nVirgin Islands, and our directors are residents outside the United States. Moreover, substantially all our consolidated assets are located\noutside the United States, primarily Malaysia but also elsewhere in Southeast Asia. In addition, our directors or our executive officers\ndo not reside in the British Virgin Islands. Although we are incorporated outside the United States, we have agreed to accept service\nof process in the United States through our agent designated for that purpose. Nevertheless, substantially all the consolidated assets\nowned by us are located outside the United States and any judgment obtained in the United States against us may not be enforceable outside\nthe United States.\n\n \n\nThere is no treaty in force between the United\nStates, on the one hand, and Malaysia or the British Virgin Islands, on the other hand, providing for the reciprocal recognition and enforcement\nof judgments in civil and commercial matters and a final judgment for the payment of money rendered by any federal or state court in the\nUnited States based on civil liability, whether or not predicated solely upon the federal securities laws, would, therefore, not be automatically\nenforceable in Malaysia or the British Virgin Islands. There is uncertainty as to whether judgments of courts in the United States based\nupon the civil liability of the federal securities laws of the United States would be recognized or enforceable in Malaysia or the British\nVirgin Islands. In addition, holders of book-entry interests in our shares (for example, where such shareholders hold our shares indirectly\nthrough the Depository Trust Company) will be required to be registered shareholders as reflected in our register of members in order\nto have standing to bring a shareholder action and, if successful, to enforce a foreign judgment against us, our directors or our executive\nofficers in the British Virgin Islands. The administrative process of becoming a registered shareholder could result in delays prejudicial\nto any legal proceedings or enforcement action. Consequently, it may be difficult for investors to enforce judgments against us, our directors\nor our officers’ judgments obtained in the United States which are predicated upon the civil liability provisions of the federal\nsecurities laws of the United States.\n\n \n\n7\n\n \n\n \n\nOur corporate affairs are governed by our memorandum\nand articles of association and by the laws governing companies incorporated in the British Virgin Islands. The rights of our shareholders\nand the responsibilities of our Board members under BVI law may be different from those applicable to a corporation incorporated in the\nUnited States in material respects. Principal shareholders of BVI companies do not owe fiduciary duties to minority shareholders, as compared,\nfor example, to controlling shareholders in corporations incorporated in Delaware. Our public shareholders may have more difficulty in\nprotecting their interests in connection with actions taken by our management, our Board members or our principal shareholders than they\nwould as shareholders of a corporation incorporated in the United States.\n\n \n\nIn addition, only persons who are registered as\nshareholders in our register of shareholders are recognized under BVI law as shareholders of our Company. Only registered shareholders\nhave legal standing to institute shareholder actions against us or otherwise seek to enforce their rights as shareholders. Investors in\nour shares who are not specifically registered as shareholders in our register of members (for example, where such shareholders hold shares\nindirectly through the Depository Trust Company) are required to become registered as shareholders in our register of members in order\nto institute or enforce any legal proceedings or claims against us, our directors or our executive officers relating to shareholder rights.\nHolders of book-entry interests in our shares may become registered shareholders by exchanging their book-entry interests in our shares\nfor certificated shares and being registered in our register of members. Such a process could result in administrative delays which may\nbe prejudicial to any legal proceeding or enforcement action.\n\n \n\n**Subject to the general authority to allot\nand issue new ordinary shares provided by our shareholders, under British Virgin Island law our directors may allot and issue new\nordinary shares on terms and conditions and for such purposes as may be determined by our Board in its sole discretion.**\n\n* *\n\nSubject to the general authority to allot and\nissue new ordinary shares provided by our shareholders and BVI laws, we may allot and issue new ordinary shares on such terms and conditions\nand for such purposes as may be determined by our Board in its sole discretion. Any additional issuances of new ordinary shares may dilute\nour shareholders’ percentage ownership interests in our ordinary shares and/or adversely impact the market price of our ordinary\nshares.\n\n \n\n**We may be or become a passive foreign investment\ncompany, which could result in adverse U.S. federal income tax consequences to U.S. Holders.**\n\n** **\n\nThe rules governing passive foreign investment\ncompanies (“PFICs”) can have adverse effects for U.S. federal income tax purposes. The tests for determining PFIC status for\na taxable year depend upon the relative values of certain categories of assets and the relative amounts of certain kinds of income. The\ndetermination of whether we are a PFIC, which must be made annually after the close of each taxable year, depends on the particular facts\nand circumstances (such as the valuation of our assets, including goodwill and other intangible assets) and may also be affected by the\napplication of the PFIC rules, which are subject to differing interpretations. The fair market value of our assets is expected to relate,\nin part, to (a) the market price of our ordinary shares and (b) the composition of our income and assets, which will be affected by how,\nand how quickly, we spend any cash that is raised in any financing transaction. Moreover, our ability to earn specific types of income\nthat we currently treat as non-passive for purposes of the PFIC rules is uncertain with respect to future years. Because the value of\nour assets for the purpose of determining PFIC status will depend in part on the market price of our ordinary shares, which may fluctuate\nsignificantly. We do not expect to be a PFIC for our current taxable year or in the foreseeable future. However, there can be no assurance\nthat we will not be considered a PFIC for any taxable year.\n\n \n\nIf we are a PFIC, a U.S. Holder (defined below)\nwould be subject to adverse U.S. federal income tax consequences, such as ineligibility for any preferred tax rates on capital gains or\non actual or deemed dividends, interest charges on certain taxes treated as deferred, and additional reporting requirements under U.S.\nfederal income tax laws and regulations. A U.S. Holder may in certain circumstances mitigate adverse tax consequences of the PFIC rules\nby filing an election to treat the PFIC as a qualified electing fund (“QEF”) or, if shares of the PFIC are “marketable\nstock” for purposes of the PFIC rules, by making a mark-to-market election with respect to the shares of the PFIC. We do not intend\nto comply with the reporting requirements necessary to permit U.S. Holders to elect to treat us as a QEF. If a U.S. Holder makes a mark-to-market\nelection with respect to its ordinary shares, the U.S. Holder is in its U.S. federal taxable income an amount reflecting any year end\nincrease in the value of its ordinary shares. For purposes of this discussion, a “U.S. Holder” is a beneficial owner of ordinary\nshares that is for U.S. federal income tax purposes: (i) an individual who is a citizen or resident of the United States; (ii) a corporation\n(or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United\nStates, any state thereof or the District of Columbia; (iii) an estate the income of which is subject to U.S. federal income taxation\nregardless of its source; or (iv) a trust (a) if a court within the U.S. can exercise primary supervision over its administration, and\none or more U.S. persons have the authority to control all of the substantial decisions of that trust, or (b) that was in existence on\nAugust 20, 1996, and validly elected under applicable Treasury Regulations to continue to be treated as a domestic trust.\n\n \n\nInvestors should consult their own tax advisors\nregarding all aspects of the application of the PFIC rules to ordinary shares.\n\n \n\nIf tax authorities were to successfully challenge\nour transfer pricing, there could be an increase in our overall tax liability, which could adversely affect our financial condition, results\nof operations and cash flows. In addition, the tax laws in the jurisdictions in which we operate are subject to differing interpretations.\nTax authorities may challenge our tax positions, and if successful, such challenges could increase our overall tax liability. In addition,\nthe tax laws in the jurisdiction in which we operate are subject to change. We cannot predict the timing or content of such potential\nchanges, and such changes could increase our overall tax liability, which could adversely affect our financial condition, results of operations\nand cash flows.\n\n \n\n8\n\n \n\n \n\n**Risks Related to the Ownership of the Ordinary Shares**\n\n \n\n**We have previously paid dividends but may\nnot do so in the future.**\n\n \n\nWhile it is the intention of the Company to pay\ndividends in the future, dividend policy is subject to the discretion of our Board of Directors and will depend on, among other things,\nour earnings, financial condition, capital requirements and other factors. There is no assurance that our Board of Directors will declare\ndividends even if we are profitable. Under BVI law, we may only pay dividends if we are solvent before and after the dividend payment\nin the sense that we will be able to satisfy our liabilities as they become due in the common course of business; and the value of assets\nof our Company will not be less than the sum of our total liabilities. See “--*Risks Related to investing in a foreign private\nissuer and BVI Company--We may not be able to pay any dividends on our ordinary shares in the future due to BVI law.”*\n\n \n\n**The trading price of our Ordinary Shares\nis likely to be volatile, which could result in substantial losses to our investors.**\n\n \n\nThe trading price of our Ordinary Shares is likely\nto be volatile and could fluctuate widely due to factors beyond our control. Some of the factors that may cause the market price\nfor our ordinary shares to fluctuate include:\n\n \n\n●Actual\nor anticipated fluctuations in our key operating metrics, financial condition and operating results;\n\n \n\n●Actual\nor anticipated changes in our growth rate;\n\n \n\n●Announcements\nby us or our competitors of significant services, contracts, acquisitions or strategic alliances;\n\n \n\n●Our\nannouncement of actual results for a fiscal period that are lower than projected or expected or our announcement of revenue or earnings\nguidance that is lower than expected;\n\n \n\n●Changes\nin estimates of our financial results or recommendations by securities analysts;\n\n \n\n●Changes\nin market valuations of similar companies;\n\n \n\n●Changes\nin our capital structure, such as future issuances of securities or the incurrence of debt;\n\n \n\n●Regulatory\ndevelopments in BVI, Malaysia, the United States or other countries;\n\n \n\n●Actual\nor threatened litigation involving us or our industry;\n\n \n\n●Additions\nor departures of key personnel;\n\n \n\n●A\nchange in control of the Company;\n\n \n\n●Share\nprice and volume fluctuations attributable to inconsistent trading volume levels of our shares;\n\n \n\n●Further\nissuances of ordinary shares by us;\n\n \n\n●Sales\nof ordinary shares by our shareholders;\n\n \n\n●Repurchases\nof ordinary shares; and\n\n \n\n●Changes\nin general economic, industry and market conditions.\n\n \n\nAny of these factors may result in large and sudden\nchanges in the volume and price at which our Ordinary Shares will trade.\n\n \n\n**The price of our ordinary shares may rapidly\nfluctuate or may decline regardless of our operating performance, resulting in substantial losses for investors.**\n\n \n\nThe trading price of our ordinary shares may be\nsubject to instances of extreme stock price run-ups followed by rapid price declines and stock price volatility unrelated to both our\nactual and expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess\nthe rapidly changing value of our stock. Further, the trading price of our ordinary shares is likely to be highly volatile and could be\nsubject to wide fluctuations in response to various factors, some of which are beyond our control, including limited trading volume, actual\nor anticipated fluctuations in our results of operations; the financial projections we may provide to the public, any changes in these\nprojections or our failure to meet these projections; failure of securities analysts to initiate or maintain coverage of our Company,\nchanges in financial estimates or ratings by any securities analysts who follow our Company or our failure to meet these estimates or\nthe expectations of investors; announcements by us or our competitors of significant innovations, acquisitions, strategic partnerships,\njoint ventures, operating results or capital commitments; changes in operating performance and stock market valuations of other companies\nin our industry; price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;\nchanges in our Board or management; sales of large blocks of our ordinary shares, including sales by our executive officers, directors\nand significant stockholders; lawsuits threatened or filed against us; changes in laws or regulations applicable to our business; the\nexpiration of lock-up agreements; changes in our capital structure, such as future issuances of debt or equity securities; short sales,\nhedging and other derivative transactions involving our capital stock; general economic and geopolitical conditions, including the current\nor anticipated impact of military conflict and related sanctions imposed on Russia by the United States and other countries due to Russia’s\nrecent invasion of Ukraine; and the other factors described in this section of the annual report captioned “*Risk Factors*.”\n\n \n\n9\n\n \n\n \n\n**As a company incorporated in the British\nVirgin Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly\nfrom Nasdaq corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if\nwe complied fully with Nasdaq corporate governance listing standards.**\n\n** **\n\nAs a company incorporated in the BVI that is listed\non Nasdaq, we are subject to Nasdaq corporate governance listing standards. However, Nasdaq rules permit a foreign private issuer like\nus to follow the corporate governance practices of its home country. Corporate governance practices in the BVI, which is our home country,\ndo not require (i) a majority independent board of directors; the establishment of a nominating and corporate governance committee (or\nhaving director nominations made by all independent directors); (ii) the establishment of a compensation committee; (iii) the audit committee\nto be comprised of three directors, which are all Nasdaq corporate governance listing standards; (iv) same level of disclosure on certain\nissues, such as executive compensation; (v) solicit proxies and provide proxy statements for all shareholder meetings; (vi) seek shareholder\napproval for the implementation of certain equity compensation plans and issuances of shares or (vii) hold an annual meeting of shareholders\nno later than one year after the end of each of the company’s fiscal years. If we choose to follow home country practice in the\nfuture, our shareholders may be afforded less protection than they otherwise would enjoy under Nasdaq corporate governance listing standards\napplicable to U.S. domestic issuers. Notwithstanding the foregoing, we are not required to and, in reliance on home country practice,\nwe do not intend to, comply with certain Nasdaq rules regarding shareholder approval for certain issuances of securities under Nasdaq\nRule 5635. In addition, in reliance on home country practice we do not intend to hold an annual meeting as required under Nasdaq Listing\nRule 5620. In accordance with the provisions of our amended and restated memorandum and articles of association, our board of directors\nis authorized to issue securities, including ordinary shares, preferred shares, warrants and convertible notes without shareholder approval.\n\n \n\n**If we were deemed to be an investment company\nunder the Investment Company Act of 1940, applicable restrictions could make it impractical for us to continue our business as contemplated\nand could have a material adverse effect on our business and the price of our ordinary shares.**\n\n \n\nAn entity will generally be deemed an “investment\ncompany” under Section 3(a)(1) of the Investment Company Act of 1940, as amended (the “1940 Act”) if: (a) it is or holds\nitself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities,\nor (b) absent an applicable exemption, it owns or proposes to acquire investment securities having a value exceeding 40% of the value\nof its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We believe that we are engaged\nprimarily in the business of providing business and technology consulting services and not in the business of investing, reinvesting or\ntrading in securities. We hold ourselves out as a business consulting firm and do not propose to engage primarily in the business of investing,\nreinvesting or trading in securities. In that respect, we do not believe that we fall within the definition of an “investment company”\nunder the 1940 Act because substantially all of our revenue has come from consulting fees and other factors such as the history of the\nCompany, how the Company has represented itself in the marketplace and the lack of investing expertise by almost all of senior management.\n\n** **\n\nThe 1940 Act and the rules thereunder contain\ndetailed parameters for the organization and operation of investment companies. Among other things, the 1940 Act and the rules thereunder\nlimit or prohibit transactions with affiliates, impose limitations on the issuance of debt and equity securities, generally prohibit the\nissuance of options and impose certain governance requirements. We intend to conduct our operations so that we will not be deemed an investment\ncompany. However, if we were to be deemed an investment company, restrictions imposed by the 1940 Act, including limitations on our capital\nstructure and our ability to transact business with affiliates, could make it impractical for us to continue our business as currently\nconducted and would have a material adverse effect on our business, financial condition, results of operations and the price of our ordinary\nshares. In addition, we may be required to limit the amount of investments that we make as a principal or otherwise conduct our business\nin a manner that does not subject us to the registration and other requirements on the 1940 Act.\n\n \n\n**Our Memorandum and Articles of Association\ncontains anti-takeover provisions which may discourage a third-party from acquiring us and adversely affect the rights of holders\nof our ordinary shares.**\n\n** **\n\nOur Memorandum and Articles of Association contain\ncertain provisions that could limit the ability of others to acquire control of our company, including provisions that:\n\n \n\n●institute\na staggered board of directors and restrictions on our shareholders to fill a vacancy on the board of directors;\n\n \n\n●impose\nadvance notice requirements for shareholder proposals and meetings; and\n\n \n\n●expressly\nprovide that the business and affairs of the Company shall be managed by, or under the direction or supervision of, the board of directors\n– and that the board of directors have all powers necessary for managing, and for directing and supervising, the business and affairs\nof the Company.\n\n \n\n10\n\n \n\n \n\nThese anti-takeover defences could discourage,\ndelay or prevent a transaction involving a change in control of our company. These provisions could also make it more difficult for you\nand other shareholders to elect directors of your choosing and cause us to take other corporate actions that you desire.\n\n** **\n\n**If securities or industry analysts do not\npublish research, or publish inaccurate or unfavorable research, about our business, the price of our ordinary shares and our trading\nvolume could decline.**\n\n \n\nThe trading market for our ordinary shares depends\nin part on the research and reports that securities or industry analysts publish about us or our business. If one or more of the analysts\nwho cover us downgrades our ordinary shares or publishes inaccurate or unfavorable research about our business, the price of our ordinary\nshares would likely decline. If one or more of these analysts ceases coverage of our company or fails to publish reports on us regularly,\ndemand for our ordinary shares could decrease, which might cause the price of our ordinary shares and trading volume to decline.\n\n \n\n**Future sales of ordinary shares, or the\nperception of such future sales, by some of our existing shareholders could cause our share price to decline.**\n\n \n\nThe market price of our ordinary shares could\ndecline as a result of sales of a large number of shares of our ordinary shares in the market or the perception that these sales may occur.\nThese sales, or the possibility that these sales may occur, also might make it more difficult for us to sell shares in the future at a\ntime and at a price that we deem appropriate.\n\n \n\n**In the future, our ability to raise additional\ncapital to expand our operations and invest in our business may be limited, and our failure to raise additional capital, if required,\ncould impair our business.**\n\n \n\nWhile we currently anticipate that our available\nfunds will be sufficient to meet our cash needs for at least the next 12 months, we may need or elect to seek, additional financing at\nany time. Our ability to obtain financing will depend on, among other things, our development efforts, business plans, operating performance\nand condition of the capital markets at the time we seek financing. If we need or elect to raise additional funds, we may not be able\nto obtain additional debt or equity financing on favorable terms, if at all. If we raise additional equity financing, our shareholders\nmay experience significant dilution of their ownership interests and the per-share value of our ordinary shares could decline. If we engage\nin additional debt financing, we may be required to accept terms that further restrict our ability to incur additional indebtedness and\nforce us to maintain specified liquidity or other ratios and limit the operating flexibility of our business. If we need additional capital\nand cannot raise it on acceptable terms, we may not be able to, among other things:\n\n \n\n●fund\nour operating capital requirements as we grow;\n\n \n\n●retain\nthe leadership team and staff required; and\n\n \n\n●repay\nour liabilities as they come due.\n\n \n\n**We currently report our financial results\nunder IFRS, which differs in certain significant respects from U.S. GAAP.**\n\n \n\nCurrently we report our financial statements under\nIFRS. There have been and there may in the future be certain significant differences between IFRS and U.S. GAAP, including differences\nrelated to revenue recognition, share-based compensation expense, income tax and earnings per share. As a result, our financial information\nand reported earnings for historical or future periods could be significantly different if they were prepared in accordance with U.S.\nGAAP. In addition, we do not intend to provide a reconciliation between IFRS and U.S. GAAP unless it is required under applicable law.\nAs a result, you may not be able to meaningfully compare our financial statements under IFRS with those companies that prepare financial\nstatements under U.S. GAAP.\n\n \n\n**We are an emerging growth company within\nthe meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth\ncompanies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with\nother public companies.**\n\n \n\nWe are an “emerging growth company”\nwithin the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting\nrequirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being\nrequired to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations\nregarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding\nadvisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result,\nour shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to\nfive years, although circumstances could cause us to lose that status earlier, including if the market value of our ordinary shares held\nby non-affiliates exceeds $700 million as of any December 31 before that time, in which case we would no longer be an emerging growth\ncompany as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will\nrely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading\nprices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the\ntrading prices of our securities may be more volatile.\n\n \n\n11\n\n \n\n \n\nFurther, Section 102(b)(1) of the JOBS Act\nexempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies\n(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered\nunder the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company\ncan elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but\nany such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when\na standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company,\ncan adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our\nfinancial statements with another public company which is neither an emerging growth company nor an emerging growth company which has\nopted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards\nused.\n\n \n\n**We will incur significantly increased costs\nand devote substantial management time as a result of operating as a public company.**\n\n \n\nAs a public company, we will incur significant\nlegal, accounting, and other expenses that we did not incur as a private company. For example, we will be subject to the reporting requirements\nof the Exchange Act, and will be required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Act,\nas well as rules and regulations subsequently implemented by the SEC and Nasdaq including the establishment and maintenance of effective\ndisclosure and financial controls and changes in corporate governance practices. We expect that compliance with these requirements will\nincrease our legal and financial compliance costs and will make some activities more time consuming and costly. The Exchange Act requires,\namong other things, that we file annual and current reports with respect to our business and results of operations. We expect to incur\nsignificant expenses and devote substantial management effort toward ensuring compliance with the auditor attestation requirements of\nSection 404 of the Sarbanes-Oxley Act, which will increase when we are no longer an “emerging growth company,” as defined\nby the JOBS Act. We may need to hire additional accounting and financial staff with appropriate public company experience and technical\naccounting knowledge. We cannot predict or estimate the amount of additional costs we may incur as a result of becoming a public company\nor the timing of such costs. As a result, management’s attention may be diverted from other business concerns, which could adversely\naffect our business and results of operations.\n\n \n\nIn addition, changing laws, regulations and standards\nrelating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance\ncosts and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in\nmany cases due to their lack of specificity, and as a result, their application in practice may evolve over time as regulatory and governing\nbodies provide new guidance. These factors could result in continuing uncertainty regarding compliance matters and higher costs necessitated\nby ongoing revisions to disclosure and governance practices. We will continue to invest resources to comply with evolving laws, regulations\nand standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time\nand attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards\ndiffer from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory\nauthorities may initiate legal proceedings against us, and our business could be adversely affected.\n\n \n\nAs a result of disclosure of information as a\npublic company, our business and financial condition have become more visible, which may result in threatened or actual litigation, including\nby competitors and other third parties. If the claims are successful, our business operations and financial results could be adversely\naffected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary\nto resolve them, could divert the resources of our management and adversely affect our business operations and financial results. These\nfactors could also make it more difficult for us to attract and retain qualified colleagues, executive officers and Board members.\n\n \n\nWe also expect that operating as a public company\nwill make it more difficult and more expensive for us to obtain director and officer liability insurance on the terms that we would like.\nAs a result, it may be more difficult for us to attract and retain qualified people to serve on our Board, our Board committees or as\nexecutive officers.\n\n \n\n**If we are unable to maintain effective disclosure\ncontrols and procedures and internal control over financial reporting, our share price and investor confidence could be materially and\nadversely affected.**\n\n \n\nWe are required to maintain both disclosure controls\nand procedures and internal control over financial reporting that are effective. Because of their inherent limitations, internal control\nover financial reporting, however well designed and operated, can only provide reasonable, and not absolute, assurance that the controls\nwill prevent or detect misstatements. Because of these and other inherent limitations of control systems, there is only the reasonable\nassurance that our controls will succeed in achieving their goals under all potential future conditions. The failure of controls by design\ndeficiencies or absence of adequate controls could result in a material adverse effect on our business and financial results, which could\nalso negatively impact our stock price and investor confidence.\n\n \n\n**If we are not able to comply with the applicable\ncontinued listing requirements or standards of Nasdaq, Nasdaq could delist our ordinary shares.**\n\n \n\nOur securities are listed on the Nasdaq Capital\nMarket. We cannot assure you that our securities will continue to be listed on the Nasdaq Capital Market. In order to maintain our listing\non the Nasdaq Capital Market, we must satisfy minimum financial and other continued listing requirements and standards, including those\nregarding director independence and independent committee requirements, minimum shareholders’ equity, minimum share price, and certain\ncorporate governance requirements. There can be no assurances that we will be able to comply with the applicable listing standards. If\nNasdaq were to delist our ordinary shares, it would be more difficult for our shareholders to dispose of our ordinary shares and more\ndifficult to obtain accurate price quotations on our ordinary shares. Our ability to issue additional securities for financing or other\npurposes, or otherwise to arrange for any financing we may need in the future, may also be materially and adversely affected if our ordinary\nshares are not listed on a national securities exchange.\n\n \n\n12"}