{"url_path":"/sec/vcig/10-k/2026/item-4","section_key":"item-4","section_title":"Item 4 INFORMATION ON THE COMPANY**","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":13565,"has_tables":true,"body_markdown":"**Item 4. INFORMATION ON THE COMPANY**\n\n \n\nA. History and Development of the Company\n\n \n\n**Corporate Structure**\n\n \n\nWe are a holding company incorporated in the British\nVirgin Islands on April 29, 2020. We operate and control solely through our subsidiary companies. Our corporate structure is set forth\nas below1.\n\n \n\n \n\nThe Company does not believe that the securities\nit holds in any of its direct or indirect subsidiaries are “investment securities” as defined in Section 3(a)(2) of the Investment\nCompany Act of 1940.\n\n \n\n \n\n1Unless\notherwise indicated in the chart, the subsidiaries are 100% owned companies.\n\n \n\n13\n\n \n\n \n\n**Wholly-owned Subsidiaries**\n\n \n\nV Capital Kronos Berhad, a Malaysia public company\nformed on September 1, 2020, is a holding company that manages all our businesses based in Malaysia.\n\n \n\nV Galactech Sdn. Bhd., a Malaysia private company\nformed on January 12, 2022, provides technology development consultation services.\n\n** **\n\nRoboDAX Limited (F.K.A. Smart Bridge Technologies\nLimited), a British Virgin Islands business company formed on May 13, 2024, is a company comprise cryptocurrency trading and dealing in\nrelated financial products and services.\n\n \n\nVCI Global (Singapore) Pte. Ltd. a Singapore private\ncompany formed on March 10, 2025, provides management consultancy services.\n\n \n\nV Gallant Limited (F.K.A. VC AI Limited), a British\nVirgin Islands business company formed on August 19, 2024, is a holding company.\n\n \n\nV Gallant Sdn Bhd, a Malaysia private company\nformed on September 18, 2024, carries on the business of trading of high-performance servers, information technology hardware and providing\ncomprehensive information technology solution.\n\n \n\nVC AI Sdn Bhd, a Malaysia private company formed\non December 16, 2024 carries on the business of holding company, computer consultancy and computer facilities management activities.\n\n \n\nSmart Bridge Technologies Sdn Bhd, a Malaysia\nprivate company formed on October 22, 2025, carries on business of technology solution consultancy, including software development, asset\ntokenization advisory, and structuring tokenized assets.\n\n \n\nV Gallant (Singapore) Pte. Ltd., a Singapore private\ncompany formed on August 28, 2025, carries on business of information technology cybersecurity consultancy and wholesale of cybersecurity\nsoftware, hardware and peripheral equipment.\n\n \n\nVCI (HK) Limited, a Hong Kong private company\nformed on July 26, 2024, carries on the business of information technology cybersecurity consultancy.\n\n \n\n**Others**\n\n \n\nThe Company has formed a number of companies that\nare currently dormant and have not conducted any operations, which include: AiSecure Limited and AB Management and Consultancy Services\nSdn Bhd.\n\n \n\nWe will not make any investment that would result\nin us being an “investment company” as defined under the Investment Company Act of 1940.\n\n \n\n14\n\n \n\n \n\n**Corporate Information**\n\n \n\nOur principal executive offices are located at\nSuite 33.03 of Level 33, Menara Exchange 106, Lingkaran TRX, Tun Razak Exchange, 55188 Kuala Lumpur, Malaysia, and our registered address\nin BVI is, Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, British Virgin Islands. Our telephone number is +603\n3217 9898. The address of our website is *https://v-capital.co/.*Information contained on, or available through, our website does\nnot constitute part of, and is not deemed incorporated by reference into, this annual report. Our agent for service of process in the\nUnited States is Sichenzia Ross Ference Carmel LLP, 1185 26th Ave 26th Floor, New York, New York 10036.\n\n \n\nThe SEC maintains a website at www.sec.gov that\ncontains reports, proxy, and information statements, and other information regarding issuers that file electronically with the SEC using\nits EDGAR system.\n\n \n\nB. Business Overview\n\n \n\nWe are a multi-disciplinary consulting group (together\nwith our subsidiaries, the “Group”) with key advisory practices in the areas of business and technology. Each of our segments\nand practices is staffed with consultants recognized for their wealth of knowledge and established track records of delivering impact.\nWith our core group of experts experienced in corporate finance, capital markets, legal, and investor relations, we illuminate our clients’\npaths to success by helping them foresee impending challenges and identify business opportunities. We leverage our in-depth expertise\nto assist clients in creating value by providing profitable business ideas, customizing bold strategic options, offering sector intelligence,\nand equipping clients with cost-saving solutions for lasting growth.\n\n \n\nSince our inception in 2013, we have been delivering\nour services to companies ranging from small-medium enterprises and government-linked agencies to publicly traded conglomerates across\na broad array of industries. Our business operates in Malaysia, with clients predominantly from Malaysia, and some engagements with clients\nfrom China, Singapore, and the United States.\n\n \n\nWe have segregated our services in the following\nsegments:\n\n \n\n**Business Strategy Segment**\n\n \n\n**Business Strategy Consultancy** –\nWe specialize in listing solutions, investors relations and boardroom strategies consultancy. Our clientele, comprising a diverse mix\nof local and international entities, benefits from our services spanning both local and cross-border listings. Our roles begin from pre-listing\ndiagnosis and planning to the finalization of the entire listing process. To better serve our clients, we extended our services line to\ninclude investor relations consultation, where we help our clients effectively handle investors’ expectations and manage communications.\nFurther, we also offer services in attaining effective boardroom strategies for value creation and inclusive growth. Over the years, our\nconsulting services have successfully propelled our clients’ businesses to the next level with strategic options, including mergers\nand acquisitions, initial public offerings, restructuring and transformation.\n\n \n\nOur business strategy consultancy segment performs\nthe following functions:\n\n \n\n●Advise\nclients on multitrack approaches to capital raising strategies;\n\n \n\n●Evaluate\nand assess clients’ businesses and perform IPO readiness diagnostic, including health checks on the company’s management,\nfinancial and legal structure;\n\n \n\n●Assemble\nexternal professionals for the IPO process and assist in building a quality management team, robust financial and corporate governance;\n\n \n\n15\n\n \n\n \n\n●Assist\nin fine-tuning business plans, articulate compelling equity stories and advise on strategic options to maximize clients’ business\nvalues;\n\n \n\n●Manage\ndue diligence investigations and peer industry analysis;\n\n \n\n●Prepare\npre-IPO investment presentations materials for clients;\n\n \n\n●Liaise\nwith investors for pre-IPO capital raising;\n\n \n\n●Design\nmarketing strategy and promote the company’s business;\n\n \n\n●Assist\nwith cross-border listing in countries including but not limited to, Malaysia, China, Singapore, and the United States.\n\n \n\n**Our Boardroom Strategy Services**\n\n \n\nWe leverage our\nmultiple practices and connections with professionals across an array of industries to complement clients’ businesses, offering\na holistic approach for sustainable growth with high return on capital. Given the exponentially rising expectations from investors, unprecedented\neconomic disruptions, and fragmentation of traditional markets, we believe more companies need carefully planned strategies to stay ahead\nof the trend and the competition through restructuring or transformation. We assist our clients in making the informed decisions by actively\ninvolved in boardroom discussions and advising them on strategic options, particularly when it comes to exploring opportunities in offshoring,\npartnering, merger and acquisitions (“M&A”), deals outsourcing and initial public offerings. We have recently been engaged\nto consult on boardroom strategies for one of the largest hospitality groups in Malaysia as well as company that is a pioneering human\nresources technology provider in Malaysia.\n\n \n\n**Technology Consultancy Services & Solutions**\n\n \n\nOur technology consultancy services and solutions\nkeep our clients ahead of major technology and industry trends. This includes cyber security solutions, artificial intelligence solutions,\nfintech solutions, digital transformation and enterprise solution development, empowering businesses to secure their infrastructure, optimize\noperations, and drive growth in a rapidly evolving digital landscape.\n\n \n\nWe harness the transformative power of technology\nto propel companies to new heights. Recognizing the growing global significance of data analytics and digital transformation in enhancing\nexisting business models, we have established relationships with technology experts to provide the following services:\n\n \n\n**1. Cybersecurity Solutions (Cybersecurity as a Services)**\n\n \n\nIn a world of increasing cyber threats, we offer a comprehensive approach\nto cybersecurity that protects your business from potential risks. Our offerings include:\n\n \n\n●**Managed\nSecurity Services:** Continuous monitoring, rapid threat detection, and incident response to safeguard your digital infrastructure\nagainst advanced cyberattacks.\n\n \n\n●**Risk\n& Compliance Management:** Strategic consulting to help businesses adhere to regulatory standards such as GDPR, PDPA, and other\nindustry-specific requirements, ensuring compliance and minimizing operational risks.\n\n \n\n●**Endpoint\nProtection & Network Security:** Multi-layered defenses, including firewalls, intrusion detection systems (IDS), and endpoint protection,\ndesigned to secure networks and prevent data breaches.\n\n \n\n \n\n16\n\n \n\n \n\n**2. Artificial Intelligence Solutions (AI as a Service)**\n\n \n\nWe empower organizations to unlock the power of\nartificial intelligence to enhance decision-making and streamline operations. Our services include:\n\n \n\n●**Custom\nAI Model Development:** Tailored AI solutions to address specific business challenges, ranging from predictive analytics to intelligent\nautomation.\n\n \n\n●**AI\nInfrastructure & Cloud Integration:** Scalable AI infrastructure that integrates seamlessly with cloud platforms, delivering powerful,\nflexible AI capabilities.\n\n \n\n●**AI\nModel Training & Optimization:** Expert training and optimization of machine learning models to ensure peak performance and the\nability to scale as business needs evolve.\n\n \n\n●**Natural\nLanguage Processing (NLP):** Advanced NLP solutions to enhance customer interactions, automate workflows, and extract actionable insights\nfrom unstructured data.\n\n \n\n**3. Fintech Solutions**\n\n \n\nOur fintech solutions are designed to enhance\nfinancial services by improving processes and ensuring seamless operations. Key offerings include:\n\n \n\n●**Advanced\nLoan Management System:** A complete solution to manage the entire loan lifecycle, automating processes from loan origination to repayment,\nreducing overheads, and improving operational efficiency.\n\n \n\n●**Loan\nRisk Assessment & Credit Scoring:** AI-driven tools for credit scoring and risk assessment, ensuring accurate and data-driven lending\ndecisions.\n\n \n\n●**Compliance\n& Regulatory Reporting:** Automation of compliance processes to meet both local and global regulatory requirements, ensuring transparency\nand reducing risks.\n\n \n\n●**Digital\nLoan Processing:** A fully digital loan application, approval, and servicing system that enhances the customer experience and simplifies\nloan management.\n\n \n\n**4. Digital Transformation & Enterprise Solution Development**\n\n \n\nWe help businesses navigate the complexities of\ndigital transformation by providing tailored solutions that enhance efficiency and drive innovation. Our combined **Digital Transformation**\nand **Enterprise Solution Development** services include:\n\n \n\n●**Digital\nStrategy Development:** We work with businesses to develop a comprehensive digital strategy that aligns with their goals and enhances\noverall business performance.\n\n \n\n●**Custom\nSoftware Development:** Tailored enterprise applications designed to streamline business operations, improve productivity, and provide\na seamless user experience.\n\n \n\n●**Systems\nIntegration:** Integration of diverse enterprise systems to ensure smooth data flow and interoperability between various platforms,\nincreasing operational efficiency.\n\n \n\n●**Cloud\nTransformation & Infrastructure:** Expertise in migrating to cloud environments, optimizing cloud infrastructure for scalability,\nsecurity, and performance, while minimizing disruptions during the transition.\n\n \n\n●**Business\nProcess Automation (BPA):** Implementing intelligent workflows and robotic process automation (RPA) to automate repetitive tasks, reduce\ncosts, and increase business agility.\n\n \n\n●**ERP\n& CRM Solutions:** Development and implementation of custom ERP and CRM systems to streamline business operations, improve resource\nplanning, and enhance customer engagement.\n\n \n\n●**Legacy\nSystem Modernization:** Upgrading and modernizing outdated legacy systems to ensure they meet modern business needs, enhancing security,\nperformance, and scalability.\n\n \n\n17\n\n \n\n \n\n**Recent Developments**\n\n \n\n**Settlement Agreement with Esousa Group Holdings,\nLLC**\n\n** **\n\nOn June 23, 2026, the Circuit Court of the 11th\nJudicial Circuit, in and for Miami-Dade County, Florida (the “Court”), entered an order (Case No. 2026-011495-CA-01) (the\n“Order”) approving the fairness of the terms and conditions of the settlement between us and Esousa Group Holdings, LLC (the\n“Petitioner”) pursuant to that certain Settlement Agreement and Stipulation, dated June 9, 2026, by and between the Company\nand the Petitioner (the “Settlement Agreement”). The Order was entered following a fairness hearing held on June 23, 2026.\n\n \n\nThe Petitioner held certain warrants (the “Original\nWarrants”) issued by the Company under Securities Purchase Agreements dated January 20, 2026 and March 6, 2026. The Petitioner filed\na complaint in the Court alleging that the Company breached certain reporting and registration statement obligations under the Securities\nPurchase Agreements. The Company expressly disputes and denies all liability and entered into the Settlement Agreement to avoid the uncertainty\nand expense of continued litigation. The entry of the Settlement Agreement does not constitute an admission of liability or wrongdoing\nby the Company.\n\n \n\nPursuant to the Settlement Agreement and the Order,\nthe Company agreed to issue (i) 821,469 (the “Settlement Ordinary Shares”) ordinary shares of the Company, no par value per\nshare (the “Ordinary Shares”), (ii) a pre-funded warrant to purchase up to 401,025 Ordinary Shares (the “Pre-Funded\nWarrants”), (iii) 401,025 Ordinary Shares underlying the Pre-Funded Warrants (the “PFW Ordinary Shares”); (iv) three\ncommon A warrants to purchase up to an aggregate 3,667,482 Ordinary Shares (collectively, the Common A Warrants”); (v) 3,667,482\nOrdinary Shares underlying the Common A Warrants (the “A Warrant Shares”); (vi) a common B warrant to purchase up to 1,222,494\nOrdinary Shares (the “Common B Warrant”) and (vii) 1,222,494 Ordinary Shares underlying the Common B Warrant (the “B\nWarrant Shares” and together with the Settlement Ordinary Shares, the Prefunded Warrants, the PFW Shares, the Common A Warrants,\nthe A Warrant Shares, the Common B Warrant and the B Warrant Shares, the “Settlement Securities”). The aggregate number of\nWarrant Shares includes any adjustments to such number under the terms of the Pre-Funded Warrants, Common A Warrants or Common B Warrant\nwithout regard to any amendment of any of their terms.\n\n \n\nIn consideration of the Settlement Securities,\nthe Petitioner agreed to exercise the Common B Warrant in full and to surrender all Original Warrants held by the Petitioner.\n\n \n\nThe issuance of Settlement Securities is exempt\nfrom the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 3(a)(10)\nof the Securities Act, as the terms and conditions of the issuance and exchange were submitted to and approved by the Court following\na fairness hearing at which all persons to whom the Settlement Securities will be issued had the right to appear. The Settlement Securities\nwill be issued without restrictive legends and will be freely tradeable.\n\n \n\n**Subsidiary Sales**\n\n \n\nOn April 23, 2025, we completed the disposal of\none of its subsidiaries Imej Jiwa Communications Sdn. Bhd. (the “Subsidiary”) to its formal owner (the “Former Owner”)\nfor nominal consideration (the “Disposal”). The Company, the Subsidiary and the Former Owner did not enter into an agreement\nin connection of the Disposal. The Disposal is not expected to have a material impact on the Company’s financial condition or results\nof operations.\n\n \n\nOn September 17, 2025, we completed the disposal\nof one of the subsidiaries from VHKL Private Capital Limited (formerly known as VCI Global Brands Limited) to one Dato’ Hoo Voon\nHim, being the Chairman of the Company at a nominal consideration and on an arm’s length basis.\n\n \n\nDuring the period from November to December 2025,\nwe completed the disposal of some of the subsidiaries to VHKL Private Capital Limited (formerly known as VCI Global Brands Limited) as\nfollows:\n\n \n\n \na)\n100% of V Capital Consulting Group Limited’s 21,000,000 Class A shares and 3,000,000 Class B shares at total consideration of United States Dollar Thirty Three Million Nine Hundred and Seventy Five Thousand ($33,975,000);\n\n \n \n \n\n \nb)\n70% of VCI Energy Limited’s Class A shares at United States Dollar Two ($2.00) and 5,000,000 Class shares at United States Dollar Two ($2.00); and\n\n \n \n \n\n \nc)\n70% of V Capital Real Estate Limited’s Class A shares at United States Dollar Two ($2.00) and 5,000,000 Class shares at United States Dollar Two ($2.00).\n\n \n\n \nd)\n70% of the issued share capital of Credilab Sdn Bhd at United States Dollar Thirty Million Six Hundred Eighteen Thousand ($30,618,000.000); and\n\n \n \n \n\n \ne)\n100% of the issued share capital of Credilab Technology Sdn Bhd (Accuventures Sdn Bhd) at Ringgit Malaysia One Hundred only (RM100.00).\n\n \n\n18\n\n \n\n \n\n**Reverse Stock Split**\n\n \n\nOn April 3, 2025, the Company effectuated a 1-for-20\nshare consolidation of its authorized share capital, such that every 20 ordinary shares, no par value, in the authorized share capital\nof the Company be consolidated into 1 ordinary share, no par value. The reverse stock split is primarily intended to increase the market\nprice per share of the Company’s ordinary shares to maintain compliance with the minimum bid price required for continued listing\non the Nasdaq Capital Market. The reverse stock split did not affect the number of total authorized ordinary shares of the Company.\n\n \n\nOn September 12, 2025, the Company announced that\nits board of directors has approved a reverse stock split of its ordinary shares at a ratio of 1-for-30, effective at 12:01 a.m. Eastern\nTime on September 16, 2025. The reverse stock split is being implemented to regain compliance with Nasdaq’s minimum bid price requirement\nand to strategically position VCIG for a potential landmark institutional transaction.\n\n \n\nOn February 25, 2026, the Company announced\nthat its board of directors had approved a reverse stock split of its ordinary shares at a ratio of 1-for-60, effective at 12:01\na.m. Eastern Time on February 27, 2026. The reverse stock split was implemented to maintain compliance with Nasdaq’s minimum\nbid price requirement and to strategically position VCIG for a potential landmark institutional transaction. No fractional shares\nwill be issued in connection with the reverse stock split. Any amount of fractional shares were rounded up to the next nearest\nnumber at the participant level.\n\n \n\nThe Reverse Stock Split was implemented to maintain\ncompliance with Nasdaq’s minimum bid price requirement and to strategically position VCIG for a potential landmark institutional\ntransaction. No fractional shares will be issued in connection with the Reverse Stock Split. Any amount of fractional shares were rounded\nup to the next nearest number at the participant level.\n\n \n\n**Change of Auditor**\n\n** **\n\nOn May 19, 2026, the Company dismissed WWC, P.C.\n(“WWC”) and appointed SFAI Malaysia PLT (“SFAI”) as its independent registered public accounting firm, effective\non the same day (the “Change of Auditor”). The Change of Auditor was made after careful consideration and evaluation by the\nCompany and has been approved by the audit committee of the board of directors of the Company. The Company’s decision to make the\nChange of Auditor was not the result of any disagreement between the Company and WWC on any matter of accounting principles or practices,\nfinancial statement disclosure, or auditing scope or procedure.\n\n \n\n**Annual Report Deficiency**\n\n** **\n\nOn May 19, 2026, the Company received a notice\n(the “Annual Report Notice”) from The Nasdaq Stock Market LLC indicating that the Company is not in compliance with Nasdaq\nListing Rule 5250(c)(1) because the Company did not timely file its Annual Report on Form 20-F for the period ended December 31, 2025\n(“Form 20-F”) with the Securities and Exchange Commission (the “SEC”). The Annual Report Notice has no immediate\neffect on the listing of the Company’s ordinary shares on Nasdaq, and it states that the Company is required to submit a plan to\nregain compliance with Nasdaq Listing Rule 5250(c)(1) within 60 calendar days from the date of the Annual Report Notice. If the plan\nis accepted by Nasdaq, then Nasdaq can grant the Company up to 180 calendar days from the due date of the Form 20-F, or until November\n16, 2026, to regain compliance. In determining whether to accept such plan, Nasdaq will consider such things as the likelihood that the\nremedial filing, along with any subsequent periodic filing that will be due, can be made within the 180 day period, the Company’s\npast compliance history, the reasons for the late filing, other corporate events that may occur within our review period, the Company’s\noverall financial condition and its public disclosures. Any subsequent periodic filing that is due within the 180-day exception period\nmust be filed no later than the end of the period. \n\n \n\n**Departure of Certain Director**\n\n** **\n\nOn August 1, 2025, Ms. Liew Yu Ying, a member\nof the Board, tendered her resignation as an independent director of the Board, effective August 1, 2025. Ms. Liew Yu Ying’s resignation\nwas not a result of any disagreement with the Company on any matter related to the operations, policies, finance, accounting or practices\nof the Company.\n\n \n\nOn February 28, 2026, Mr. Victor Lee Kam Wing\nand Mr. Alex Chua Siong Kiat tendered their resignation as executive directors of the Board, effective\nFebruary 28, 2026. The resignation of Mr. Lee and Mr. Chua was not a result of any disagreement with the Company on any matter related\nto the operations, policies, finance, accounting or practices of the Company.\n\n \n\nOn\nMarch 16, 2026, Mr. Vincent Hong Khay Kuan tendered his resignation as an executive director of the Board, effective March 16, 2026.\nThe resignation of Mr. Hong Khay Kuan was not a result of any disagreement with the Company on any matter related to the operations,\npolicies, finance, accounting or practices of the Company.\n\n \n\nOn\nMay 26, 2026, Ms. Liew Soo Hua tendered her resignation as an executive director of the Board, effective May 26, 2026. The resignation\nof Ms. Liew Soo Hua was not a result of any disagreement with the Company on any matter related to the operations, policies, finance,\naccounting or practices of the Company.\n\n \n\n19\n\n \n\n \n\n**Appointment\nof Director**\n\n \n\nOn April 15, 2025, the Board appointed Yong Goon\nWey (Zoe) as an independent director of the Board. The Board has determined that Ms. Yong meets the independent director’s standard\nunder Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Securities Exchange Act of 1934, as amended.\n\n \n\nOn July 7, 2025, the Board appointed Mr. Lee Tze\nWee as an independent director, and a member of the Audit Committee, Nominating & Corporate Governance Committee, and Compensation\nCommittee. The Board has determined that Mr. Lee Tze Wee meets the independent director’s standard under Nasdaq listing standards\nand under Rule 10-A-3(b)(1) of the Securities Exchange Act of 1934, as amended.\n\n \n\nOn March 1, 2026, the Board appointed Mr. Michael\nPuah Wooi Kuan as an independent director of the Board. The Board has determined that Mr. Puah meets the independent director’s\nstandard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Securities Exchange Act of 1934, as amended.\n\n \n\n**Launching of AI GPU Computing Centre**\n\n \n\nOn March 3, 2026, the Company’s indirect\nwholly-owned subsidiary, V Gallant Sdn Bhd, had launched Malaysia’s first NVIDIA-powered AI GPU Computing Center.\n\n \n\n**RWA Activities**\n\n \n\nIn October 2025, the Company’s subsidiary,\nRoboDAX Limited, formerly known as Smart Bridge Technologies Limited (“RoboDAX”), was appointed as the exclusive issuer and\ntreasury manager of the XVIQ token. The appointment was made in the context of RoboDAX’s concurrent development of a real-world\nasset (“RWA”) exchange platform, with the XVIQ token designated to function as the platform’s native utility token.\nUnder the mandate, RoboDAX’s responsibilities include the design and deployment of the XVIQ token architecture, ongoing treasury\nmanagement and custody of the total token supply, liquidity monitoring, and governance of token issuance.\n\n \n\nWhile RoboDAX RWA exchange platform was initially\ntargeted for a Q2 2026 launch, the timeline has been revised to prioritize full regulatory compliance prior to launch. The primary focus\nhas pivoted from obtaining a Virtual Asset Service Provider **(**VASP) license that is a member of a Self-Regulatory Organization (SRO)\nin Switzerland, to obtaining a Digital Asset Exchange (DAX) in Labuan regulated by the Labuan Financial Services Authority due to commercial\nconsiderations.\n\n \n\nIn December 2025, a total supply of 1 billion\nXVIQ tokens were deployed on the Binance Smart Chain (BSC) blockchain in fulfilment of RoboDAX’s mandata as exclusive issuer of\nthe XVIQ token.\n\n \n\nIn December 2025, RoboDAX was awarded a US$200\nmillion RWA consultancy mandate to architect and develop an institutional-grade stablecoin fully backed by physical gold (temporarily\ndesignated as “Bridge Gold”). RWA will lead the full implementation of the project, including RWA structuring, smart contract\ndesign, and the integration of multi-currency settlement rails for US$, EUR, and SGD.\n\n \n\nTo facilitate the global management of the Bridge\nGold ecosystem and ensure a ring-fenced structure for the underlying assets, a dedicated entity has been established in the British Virgin\nIslands (“BVI”). The BVI company was incorporated under the laws of the British Virgin Islands. This entity serves as the\nprimary Special Purpose Vehicle (“SPV”) for the governance of the Bridge Gold reserves, providing a neutral and globally recognized\njurisdiction for institutional asset management.\n\n \n\nA key component of the Bridge Gold initiative\nis the establishment of a financing mechanism to support the acquisition of physical gold. RoboDAX is exploring partners and structuring\nfunding arrangements for the acquisition of investment-grade physical gold underlying the BGD initiative.\n\n \n\nIn January 2026, the Company, in collaboration\nwith Reveillon Group Limited (“**RG**”), entered into a strategic partnership to transition its previously announced RWA\nlounge concept into a comprehensive digital lifestyle ecosystem (temporarily designated as the “X World Rewards System”).\nThe Company is pivoting from a physical infrastructure-based model to a digital-first platform designed to capture and monetize consumer\nbehavior across RG’s global hospitality network. The Company’s subsidiary, RoboDAX, will lead the technological architecture\nand management of the ecosystem, which aims to convert routine food and beverage consumption into a high-velocity digital asset class.\nThe development is currently ongoing while RG is scaling up its business.\n\n \n\nOn February 18, 2026, the Company announced that\nits blockchain infrastructure arm, RoboDAX had entered into a definitive partnership agreement with Mezzofy Holding Limited (“Mezzofy”),\nan enterprise digital voucher solutions provider serving multinational corporations and Fortune 500 brands, to establish a RWA Digital\nCoupon Exchange (“Exchange”). Mezzofy is responsible for the design, development and deployment of the Exchange’s technical\ninfrastructure & design. Development remains ongoing.  \n\n \n\n20\n\n \n\n \n\nIn May 2026, the Company entered into a binding\nterm sheet in relation to a proposed strategic investment in a gold mining asset located within an established gold-producing region in\nBrazil. The asset is estimated to contain approximately 59.9 tonnes of gold resources, equivalent to approximately 1.9 million ounces.\nThis estimate is preliminary and subject to further technical validation, independent verification, and compliance with applicable mineral\nresource report standards. This proposed investment is aligned with the Company’s broader capital allocation strategy, including\nits ongoing evaluation of RWA initiatives and digital asset infrastructure. The Company continues to assess how physical commodity-linked\nassets, such as gold, may potentially interface with structured financial frameworks under its RWA-focused initiatives. Any such development\nremains at an exploratory stage and is subject to regulatory, technical, and commercial considerations.\n\n \n\n**Term Sheet**\n\n \n\nOn December 28, 2025, the Company entered into\na Term Sheet with RTCAR Comercializadora de Suministros Automotrices, S.A. de C.V. (“**RTCar**”), pursuant to which the\nCompany has expressed its intention to acquire a 51% controlling equity interest in RTCar. The proposed acquisition is conditional upon,\namong other things, the execution of a definitive offtake agreement between RTCar and a leading global automotive original equipment manufacturer\nthat includes guaranteed offtake commitments satisfactory to the Company. The negotiations in respect thereof are ongoing. As of today, the Term Sheet has lapsed as the offtake agreement was not executed.\n\n \n\n**Appointment as Lead Advisor and Implementation\nPartner for Bridge Gold**\n\n \n\nOn December 1, 2025, Smart Bridge Technologies\nLimited (“**Smart Bridge**”), a wholly-owned subsidiary of the Company, was appointed as lead advisor and implementation\npartner for Bridge Gold (“**BGD**”), a proposed gold-backed stablecoin tokenisation initiative. Smart Bridge is currently\nin the process of identifying and engaging suitable vault operators in Singapore for the secure custody of physical gold allocated to\nthe BGD initiative.\n\n \n\n**Share Sale Agreement**\n\n \n\nOn June 2, 2026, the Company issued a press release announcing that\nits technology and infrastructure subsidiary, V Gallant Limited, has entered into a definitive share sale agreement to acquire a controlling\nstake in PT Fine Carbon Credit Indonesia (“FCCI”), an Indonesian carbon asset platform associated with approximately 241,000\nhectares of forestry areas across four project sites in Indonesia. Under this agreement dated June 2, 2026, V Gallant Limited has agreed\nto acquire 14,000 ordinary shares of FCCI from Hong Kong Fine Technology Co., Limited, representing 70% of FCCI’s issued and paid-up share\ncapital. The obligations of V Gallant to complete the purchase are conditional upon, among other things: (i) the Vendor’s warranties being\ntrue and accurate in all material respects as at the completion date; and (ii) no governmental authority, court, or regulatory body having\nissued any order, decree, or injunction that restrains, prevents, or materially alters the terms of the transaction.\n\n \n\n**Share Repurchase Program**\n\n \n\nOn November 19, 2025, the Company announced that\nit had executed open-market repurchases of its ordinary shares under the Repurchase Program. The repurchases of the Company’s outstanding\nordinary share were carried out in accordance with applicable U.S. securities regulations. The Company may continue to repurchase shares\nfrom time to time, subject to market conditions and other corporate considerations.\n\n \n\nOn November 21, 2025, the Company announced that\nits Executive Chairman and Chief Executive Officer, Mr. Victor Hoo, has significantly expanded his ownership position in the Company through\nopen-market purchases executed via his privately controlled investment vehicle.\n\n \n\n**Securities Purchase Agreement**\n\n \n\nIn November 2025, the Company launched its Digital\nAsset Treasury (“**DAT**”) Strategy, a $100 million initiative focused on the acquisition of OOB tokens, the utility asset\nof the Oobit ecosystem. To facilitate the first phase of this strategy, on November 10 2025, the Company entered into a Securities Purchase\nAgreement (“**SPA**”) with an accredited investor to acquire 250 million OOB tokens through the issuance of 880,000 Ordinary\nShares and 49,120,000 Pre-Funded Warrants (“**PFWs**”).\n\n \n\nUnder the DAT initiative, the Company has also\ncommitted to acquiring an additional $50 million in OOB tokens through cash purchases on the secondary market. As of the date of this\nannual report, the Company has completed initial secondary market purchases totaling $1 million and is continuing its acquisition program.\n\n \n\nPursuant to the SPA, the parties have established\na schedule for the issuance and distribution of Ordinary Shares as consideration for the acquisition of OOB tokens. Under the terms of\nthe transaction, Tether Investment Limited along with other shareholders of Oobit Technologies Pte. Ltd are set to emerge as the shareholder\nof the Company.\n\n \n\nThis transaction is expected to occur as the underlying\nPFWs are exercised and as the distribution schedule for the restricted shares progresses pursuant to the SPA. While the exercise of the\nPFWs and the resulting share distributions remain underway, this structural alignment provides the Company with direct access to a premier\ndigital asset network.\n\n \n\n**Subscription Agreement**\n\n \n\nOn May 20, 2026, the Company entered into a definitive\nprivate subscription agreement (the “May 20 Agreement”) with Mr. Hoo Voon Him. Pursuant to the terms of the May 20 Agreement,\nthe Purchaser acquired 1,200,000 ordinary shares, no par value, of the Company at a fixed purchase price of $0.75 per ordinary share,\nfor an aggregate cash consideration of $900,000. The transaction closed immediately upon execution, and gross proceeds were transferred\nentirely to the Company’s operational treasury.\n\n  \n\n21\n\n \n\n** **\n\nOn May 26, 2026, the Company entered into a second\nconsecutive definitive private subscription agreement (“May 26 Agreement”) with Mr. Hoo Voon Him. Pursuant to the terms of\nthe May 26 Agreement, the Purchaser acquired 654,135 ordinary shares, no par value, of the Company at a fixed purchase price of $1.33\nper ordinary share, derived from prevailing market metrics. The aggregate cash consideration for this transaction equaled $870,000. Gross\nproceeds were received directly by the Company.\n\n \n\n**Appointment as Treasury Manager for OOB\nFoundation**\n\n \n\nOn November 10 2025, the Company has been appointed\nas the treasury manager for the OOB Foundation. In this capacity, the Company provides oversight of the OOB ecosystem, including strategic\nmanagement of token allocation, issuance, and treasury activities. This role positions the Company as a central participant in the OOB\necosystem’s governance and long-term financial stability.\n\n** **\n\n**Partnership Agreement with Oobit Technologies\nPte Ltd**\n\n \n\nOn November 11 2025, the Company has entered into\na partnership with Oobit Technologies Pte. Ltd. The partnership is designed to leverage the parties’ respective networks, resources,\nand technical expertise to optimize the OOB ecosystem.\n\n \n\n**Service Agreement**\n\n \n\nOn August 26, 2025, the Company’s subsidiary,\nV Gallant Limited, entered into a service agreement to deliver a full-stack sovereign AI system infrastructure, including encrypted data\nstorage, proprietary encryption acceleration, secure GPU-integrated compute systems, and local AI stack integration, and such agreement\nremains ongoing.\n\n \n\n**Joint Venture Agreement**\n\n \n\nOn August 19, 2025, the Company entered into a\nJoint Venture Agreement to collaborate on the development, marketing and commercialization of real-world asset products and encrypted\nstorage infrastructure solutions, which agreement remains subject to completion.\n\n \n\n**Acquisition of QuantGold Data Platform**\n\n \n\nOn June 24, 2025, the Company acquired 20% equity\nstake in QuantGold Data Platform (“QuantGold”), a sovereign-grade AI infrastructure designed to enable computation on sensitive\ndatasets without compromising data ownership or privacy. As part of the consideration given to QuantGold in the acquisition, the Company\nissued 11,904,762 ordinary shares, no par value per share, of the Company, to QuantGold. On September 17, 2025, the Company rescinded\nthe acquisition.\n\n \n\n**Recent Offerings and Issuances of Ordinary\nShares**\n\n* *\n\n*Convertible Note and ELOC Offering with\nAlumni Capital*\n\n \n\nOn August 13, 2025, the Company entered into a\nSecurities Purchase Agreement (the “Note Purchase Agreement”) with Alumni Capital LP (“Alumni”), pursuant to which\nthe Company agreed to issue and sell, and Alumni agreed to purchase, in multiple tranches, convertible notes of the Company (“Convertible\nNotes”) having an aggregate principal amount of up to $61,200,000. The Convertible Notes will be issued with approximately 16.67%\noriginal issue discount for a maximum amount of gross proceeds of $51,000,000. For each tranche of Convertible Notes issued, Alumni will\nbe issued warrants (the “Note Warrants”) to purchase the Company’s ordinary shares in an amount equal to 15% of the\npurchase price of such tranche of Convertible Notes. Note Warrants are or will be exercisable at an exercise price per share (the “NW\nExercise Price”) equal to the greater of (i) $1.20 and (ii) the quotient of (A) $30,000,000, divided by (B) the number of ordinary\nshares issued and outstanding as of the date of exercise, subject to adjustment. The number of ordinary shares issuable on any exercise\ndate for a Note Warrant equals (i) 15% of the applicable Convertible Note less the Exercise Value (as defined below) of all previous partial\nexercises divided by (ii) the Exercise Price. The “Exercise Value” for any exercise of a Note Warrant equals the number of\nordinary shares issuable with respect to such exercise multiplied by the NW Exercise Price.\n\n \n\nOn August 13, 2025, Alumni purchased the Tranche\n1 Note and a Note Warrant to purchase up to $375,000 of ordinary shares for a combined purchase price of $2,500,000. On August 27, 2025,\nAlumni purchased the Tranche 2 Note and a Note Warrant to purchase up to $525,000 of ordinary shares for a combined purchase price of\n$3,500,000.\n\n \n\nUntil August 13, 2027, Alumni has the option to\npurchase up to $54,000,000 of additional Convertible Notes and Note Warrants to purchase up to $6,750,000 of the Company’s ordinary\nshares for a combined purchase price of up to $45,000,000. Any issued Note Warrants are or will be exercisable at an exercise price per\nshare equal to the greater of (i) $1.20 and (ii) the quotient of (A) $30,000,000, divided by (B) the number of ordinary shares issued\nand outstanding as of the date of exercise, subject to adjustment.\n\n \n\nOn each of October 14 and November 20, 2025, Alumni\nexercised this option and purchased the Tranche 3 Note and a Note Warrant to purchase up to $600,000 of ordinary shares and the Tranche\n4 Note and a Note Warrant to purchase up to $600,000 of ordinary shares, in each case for a purchase price of $4,000,000 per tranche.\nThere have not been any exercises of the Note Warrants.\n\n \n\n22\n\n \n\n \n\nThe conversion price for the Convertible Notes\nis equal to the greater of (A) the Floor Price, as defined in the applicable Convertible Note, and (B) the lower of (I) the quotient of\n(x) $50,000,000, divided by (y) the number of Shares outstanding immediately preceding the delivery of the applicable conversion notice\n(treating for this purpose as outstanding all Shares issuable upon exercise of options outstanding immediately preceding the delivery\nor deemed delivery of the applicable conversion notice or upon conversion or exchange of convertible securities (including the Convertible\nNotes) outstanding (assuming exercise of any outstanding options therefor) immediately preceding the delivery or deemed delivery of the\napplicable conversion notice), and (II) ninety percent (90%) of the lowest VWAP of the Ordinary Shares during the ten (10) consecutive\ntrading days immediately preceding the delivery or deemed delivery of the applicable conversion notice.\n\n \n\nThe Company also entered into an equity line\nof credit facility (the “ELOC”) with Alumni, which has been mutually terminated on December 11, 2025. Pursuant to the terms of the ELOC, we\nissued Alumni a warrant to purchase $20,250,000 ordinary shares, which terminates on August 1, 2027 (the “ELOC Warrant”\nand together with the Note Warrants, the Alumni Warrants”). The ELOC Warrant is exercisable at an exercise price per share\n(the “EW Exercise Price”) equal to (i) $10,000,000, divided by (B) the number of ordinary shares issued and outstanding\nas of the date of exercise, subject to adjustment. The number of ordinary shares issuable on any exercise date for a ELOC Warrant\nequals (i) 15% of the commitment amount under the ELOC less the aggregate EW Exercise Value (as defined below) of all previous\npartial exercises of the ELOC Warrant (the “Remaining EW Exercise Value”) divided by (ii) the EW Exercise Price. The\n“EW Exercise Value” for any exercise of an ELOC Warrant equals the number of ordinary shares issuable with respect to\nsuch exercise multiplied by the EW Exercise Price. We have issued 220,717 ordinary shares to Alumni pursuant to ELOC Warrant\nexercises and $1,680,505 of ordinary shares are underlying the ELOC Warrant.\n\n \n\nWe have issued a total of 623,511 ordinary shares\nto Alumni pursuant to the ELOC, the Convertible Notes, and the Alumni Warrants.\n\n \n\nPursuant to the ELOC, we have issued 37,401 ordinary\nshares to Alumni at prices that included discounts to the closing price of our ordinary shares on the date of issuance that ranged from\n14.91% to 65.17%.\n\n \n\nUnder the terms of the Convertible Notes, we have\nissued 365,392 ordinary shares to Alumni at conversion prices that included discounts to the closing price of our ordinary shares on the\ndate of issuance that ranged from 1.04% to 62.55%.\n\n \n\nThere have not been any exercises of the Note\nWarrants.\n\n \n\nUnder the terms of the ELOC Warrant, we have issued\n220,717 ordinary shares to Alumni at exercise prices that included discounts to the closing price of our ordinary shares on the date of\nissuance that ranged from 5.25% to 75%.\n\n \n\nThe issuance of ordinary shares upon future conversions\nof the Convertible Notes or exercises of the Alumni Warrants will dilute the equity ownership of existing shareholders and could adversely\naffect the market price of our ordinary shares, especially since it is likely that Alumni would only exercise these warrants if the exercise\nprice was at a discount to the market price of the ordinary shares. In addition, additional issuances of ordinary shares by the Company,\nincluding issuances to Alumni pursuant to conversions of the Convertible Notes or exercises of the Alumni Warrants decreases the EW Exercise\nPrice and decreases the NW Exercise price, subject to a floor of $1.20 and such decreases will decrease the EW Exercise Value and the\nNW Exercise Value (subject to the floor), issuances of ordinary shares pursuant to Alumni Warrant Exercises will generally have an increased\ndilutive effect on existing shareholders.\n\n \n\nThe following examples demonstrate the dilutive\neffect of three exercises of the ELOC Warrant that occurred on July 9, 2025, July 16, 2025 and July 28, 2025 (share amounts and prices\ndo not take into account the 1:30 reverse stock split that occurred on September 16, 2025 and the 1:60 reverse stock split that occurred\non February 27, 2026).\n\n \n\n**Example 1: July 9, 2025 Exercise Date**\n\n \n\nOrdinary Shares Outstanding at Exercise: 31,887,755\n\n \n\nRemaining EW Exercise Value at Exercise: $21,800,000\n\n \n\nExercise Price: $0.4704 per share ($15,000,000/31,887,755)\n\n \n\nMaximum Ordinary Shares Issuable on Exercise Date:\nUp to 46,343,537 (21,800,000/0.4704)\n\n \n\nOrdinary Shares Exercised: 2,123,879\n\n \n\nExercise Value of Shares Exercised: $998,999.63\n\n \n\nExercise Price after Actual Exercise: $0.441 per\nshare ($15,000,00/34,011634)\n\n \n\nExercise Price after Maxim Exercise: $0.1917 per\nshare ($15,000,000/78,231,292)\n\n \n\nThe July 9, 2025 exercise of the ELOC Warrant\ncaused an additional 2,123,879 ordinary shares to be issued, causing significant dilution to existing shareholders. However, Alumni could\nhave exercised the ELOC Warrant for up to 46,343,537 ordinary shares, which would have more than doubled the number of ordinary shares\noutstanding and caused extreme dilution to existing shareholders.\n\n \n\n23\n\n \n\n \n\n**Example 2: July 16, 2025 Exercise Date** \n\n \n\nOrdinary Shares Outstanding at Exercise: 35,079,513 \n\n \n\nRemaining EW Exercise Value at Exercise: $20,801,000.37\n\n \n\nExercise Price: $0.4276 per share ($15,000,000/35,079,513)\n\n \n\nMaximum Ordinary Shares Issuable on Exercise Date:\nUp to 48,645,930 (20,801,000/0.4276)\n\n \n\nOrdinary Shares Exercised: 2,336,055\n\n \n\nExercise Value of Shares Exercised: $998,897.123\n\n \n\nExercise Price after Actual Exercise: $0.4001\nper share ($15,000,00/37,415,568)\n\n \n\nExercise Price after Maxim Exercise: $0.1792 per\nshare ($15,000,000/83,725,443)\n\n \n\nThe July 16, 2025 exercise of the ELOC Warrant\ncaused an additional 2,336,055 ordinary shares to be issued causing significant dilution to existing shareholders. However, Alumni could\nhave exercised the ELOC Warrant for up to 48,645,930 ordinary shares, which would have more than doubled the number of ordinary shares\noutstanding and caused extreme dilution to existing shareholders. Additionally, the number of ordinary shares issuable for the July 16,\n2025 exercise increased from 46,343,537 for the July 9, 2025 exercise to 48,645,930, which was due to the increase in shares outstanding\n(causing a decrease in the exercise price) and despite a decrease in the Remaining EW Exercise Value.\n\n \n\n**Example 3: July 28, 2025 Exercise Date**\n\n \n\nOrdinary Shares Outstanding at Exercise: 40,398,599\n\n \n\nRemaining EW Exercise Value at Exercise: $19,802,103.25\n\n \n\nExercise Price: $0.3713 per share ($15,000,000/40,398,599)\n\n \n\nMaximum Ordinary Shares Issuable on Exercise Date:\nUp to 53,331,887 (19,802,103/0.3713)\n\n \n\nOrdinary Shares Exercised: 2,690,306\n\n \n\nExercise Value of Shares Exercised: $998,910.61\n\n \n\nExercise Price after Actual Exercise: $0.3481\nper share ($15,000,00/43,088,905)\n\n \n\nExercise Price after Maxim Exercise: $0.1792 per\nshare ($15,000,000/93,730,486)\n\n \n\nThe July 28, 2025 exercise of the ELOC Warrant\ncaused an additional 2,690,306 ordinary shares to be issued causing significant dilution to existing shareholders. However, Alumni could\nhave exercised the ELOC Warrant for up to 53,331,887 ordinary shares, which would have more than doubled the number of ordinary shares\noutstanding and caused extreme dilution to existing shareholders. Additionally, the number of ordinary shares issuable for the July 28,\n2025 exercise increased from 48,645,930 for the July 9, 2025 exercise to 53,331,887, which was due to the increase in shares outstanding\n(causing a decrease in the exercise price) and despite a decrease in the Remaining EW Exercise Value\n\n \n\n24\n\n \n\n \n\n**Follow on Offerings**\n\n \n\n*Offering with Alumni Capital LP*\n\n \n\nOn August 1, 2024, we entered into a Purchase\nAgreement and a three-year ordinary share purchase warrant (the “Commitment Warrant”) with Alumni Capital LP (“Alumni”).\nPursuant to the Purchase Agreement, the Company has the right, but not the obligation to cause Alumni Capital to purchase up to $5 million\nof our Ordinary Shares (the “Commitment Amount”), no par value, at the Purchase Price (defined below) during the period beginning\non the execution date of the Purchase Agreement and ending on the earlier of (i) the date on which Alumni has purchased $5 million of\nour common stock shares pursuant to the Purchase Agreement or (ii) June 30, 2025. On August 5, 2024, we filed a prospectus supplement,\ndated as of August 5, 2024 under our registration statement on Form F-3 (File No. 333-279521), in respect of the financing with Alumni.\nThe Purchase Agreement was subsequently amended on September 27, 2024, to increase the Commitment Amount to $35,000,000. On October 1,\n2024, we filed a registration statement on Form F-1 (File No. 333-282454), declared effective on October 11, 2024, in relation to the\noffering and resale of up to 476,363,636 of our ordinary shares by Alumni, which include up to (i) 276,363,636 ordinary shares that may\nbe issued and sold to the Alumni pursuant to the Purchase Agreement and (ii) 200,000,000 ordinary shares underlying the Purchase Warrant\nAgreement (the “Alumni Warrant”) issued to Alumni Capital as a commitment fee pursuant to the Purchase Agreement. On October\n15, 2024, we filed the final prospectus, dated as of October 15, 2024, under our registration statement on Form F-1 (File No. 333-282454)\nin respect of the financing with Alumni. The Reverse Split, effective on November 5, 2024, reduced the ordinary shares that could be issued\nand sold to Alumni pursuant to (i) the Purchase Agreement from 276,363,636 to 5,640,074 and the Purchase Warrant Agreement from 200,000,000\nto 4,081,633. We have previously issued and sold 5,640,074 ordinary shares pursuant to the Purchase Agreement and 307,594 ordinary shares\npursuant to the Purchase Warrant Agreement that were registered under the F-1 registration statement and currently there are 0 ordinary\nshares that may be issued and sold under the Purchase Agreement and 3,774,039 ordinary shares that may be issued and sold under the Purchase\nWarrant Agreement that are remaining under the F-1 registration statement.\n\n \n\nOn December 17, 2024, we filed a prospectus supplement,\ndated as of December 17, 2024, under our registration statement on Form F-3 (File No. 333-279521), which covered the unused portion of\nthe Commitment Amount of $20,077,348 and the exercise of up to $6,000,000 of our ordinary shares underlying the Commitment Warrant.\n\n \n\nOn January 13, 2025, the Company entered into\nan Amended Modification Agreement to the Purchase Agreement with Alumni Capital to, among other things, increase the Commitment Amount\nto $135,000,000, increase the purchase price payable by Alumni Capital under the Purchase Agreement and lower the number of Warrant Shares\nas a percentage that is required to be underling the Purchase Warrant.\n\n \n\nOn January 22, 2025, we filed a prospectus supplement,\ndated as of January 22, 2025 to the prospectus supplement dated December 17, 2024, related to its registration statement on Form F-3 (File\nNo. 333-279521) that increased the Commitment Amount from $26,077,348 to $120,077,348 and the exercise of our ordinary shares underlying\nthe Commitment Warrant from $6,000,000 to $19,250,000.\n\n \n\nOn April 8, 2025, the Company entered into a Modification\nAgreement with Alumni Capital to, among other things, revise the exercise price per Warrant Share to be calculated by dividing $10,000,000\nby the total number of shares of Ordinary Shares issued and outstanding as of the Exercise Date, subject to adjustment.\n\n \n\nOn May 21, 2025, the Company entered into a Modification Agreement\nto the Purchase Agreement with Alumni Capital to, among other things, (i) increase the Purchase Price from the lowest traded price of\nour ordinary shares during the five consecutive business days prior the sale of Company’ ordinary shares to the Alumni Capital multiplied\nby 0.85 to the lowest traded price of the Company’s ordinary shares during the five consecutive business days prior the sale of\nour shares to Alumni Capital multiplied by 1.02 and (ii) provide the Alumni Capital with the right to exercise the Commitment Warrant\nin an amount up to $5,000,000 on a cashless basis.\n\n \n\n*Registered Direct Offerings.*\n\n \n\nOn January 8, 2025, we entered into three securities\npurchase agreements with certain accredited investors (the “January 8 Purchasers”), pursuant to which the Company agreed\nto issue and sell to the January 8 Purchasers an aggregate of 1,500,000 ordinary shares (the “January 8 Shares”), no\npar value per share, in a registered direct offering. The January 8 Shares were sold at a purchase price of $2.00 per Ordinary Share.\nFor a more detailed description of this offering, see our Report of Foreign Private Issuer on Form 6-K filed with the SEC on January 8,\n2025.\n\n \n\nOn January 13, 2025, we entered into a securities\npurchase agreement with an accredited investor (the “January 13 Purchasers”), pursuant to which the Company agreed\nto issue and sell to the January 13 Purchaser an aggregate of 1,149,425 ordinary shares (the “January 13 Shares”),\nno par value per share, in a registered direct offering. The January 13 Shares were sold at a purchase price of $1.305 per Ordinary Share.\nFor a more detailed description of this offering, see our Report of Foreign Private Issuer on Form 6-K filed with the SEC on January 13,\n2025.\n\n \n\nOn January 23, 2025, we entered into a\nsecurities purchase agreement with an accredited investor (the “January 23 Purchasers”), pursuant to which the\nCompany agreed to issue and sell to the January 23 Purchaser an aggregate of 1,120,448 ordinary shares (the “January 23\nShares”), no par value per share, in a registered direct offering. The January 23 Shares were sold at a purchase price of\n$1.19 per Ordinary Share. For a more detailed description of this offering, see our Report of Foreign Private Issuer on Form 6-K\nfiled with the SEC on January 23, 2025.\n\n \n\n25\n\n \n\n \n\nOn February 15, 2025, we entered into certain\nsecurities purchase agreements with two investors (the “February 15 Purchasers”), pursuant to which the Company agreed\nto issue and sell to the February 15 Purchasers an aggregate of 3,300,000 ordinary shares (the “February 15 Shares”),\nno par value per share, in a registered direct offering. The February 15 Shares were sold at a purchase price of $1.30 per Ordinary Share.\nFor a more detailed description of this offering, see our Report of Foreign Private Issuer on Form 6-K filed with the SEC on February\n18, 2025.\n\n \n\nOn March 17, 2025, we entered into certain securities\npurchase agreements with two investors (the “March 17 Purchasers”), pursuant to which the Company agreed to issue and sell\nto the March 17 Purchasers an aggregate of 5,100,000 ordinary shares (the “March 17 Shares”), no par value per share, in a\nregistered direct offering. The March 17 Shares were sold at a purchase price of $1.10 per Ordinary Share. For a more detailed description\nof this offering, see our Report of Foreign Private Issuer on Form 6-K filed with the SEC on March 17, 2025.\n\n \n\nOn October 30, 2025, we entered into a securities\npurchase agreement (the “Purchase Agreement”) with a single fundamental institutional investor pursuant to which the Company\nagreed to issue and sell to the Purchaser an aggregate of (i) 488,789 ordinary shares (the “Shares”), no par value per share,\nand (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 2,288,989 ordinary shares, at an offering price\nof $1.80 per Share (or $1.799 per Pre-Funded Warrant) in a registered direct offering. For a more detailed description of this offering,\nsee our Report of Foreign Private Issuer on Form 6-K filed with the SEC on October 31, 2025.\n\n \n\nOn January 20, 2026, we entered into a securities\npurchase agreement (the “Purchase Agreement”) with a single institutional investor (the “Purchaser”), pursuant\nto which the Purchaser agreed, subject to the satisfaction of certain conditions contained in the Purchase Agreement, to purchase $15\nmillion of the Company’s securities consisting of the Company’s ordinary shares, no par value (the “Shares”),\npre-funded warrants (“Pre-Funded Warrants”) to purchase ordinary shares, common A warrants (“Common A Warrants”)\nto purchase ordinary shares and common B warrants (“Common B Warrants”, and together with the Common A Warrants, the “Common\nWarrants”) in three tranches of $5 million each in three separate closings. The initial closing occurred on January 21, 2026 and\nthe Company issued 3,179,716 Shares, Pre-Funded Warrants to Purchase up to 5,393,672 ordinary shares, Common A Warrants to purchase up\nto 8,573,388 ordinary shares and Common B Warrants to purchase up to 8,573,388 ordinary shares for gross proceeds of approximately $5\nmillion. E.F. Hutton & Co served as an exclusive placement agent in connection with the offering. For a more detailed description\nof this offering, see our Report of Foreign Private Issuer on Form 6-K filed with the SEC on January 23, 2026.\n\n \n\nOn March 6, 2026, we entered into a securities\npurchase agreement (the “Purchase Agreement”) with a single institutional investor (the “March 2026 Purchaser”),\npursuant to which the March 2026 Purchaser agreed, subject to the satisfaction of certain conditions contained in the Purchase Agreement,\nto purchase $15 million of the Company’s securities consisting of the Company’s ordinary shares, no par value (the “Shares”),\npre-funded warrants (“Pre-Funded Warrants”) to purchase ordinary shares, common A warrants (“Common A Warrants”)\nto purchase ordinary shares and common B warrants (“Common B Warrants”, and together with the Common A Warrants, the “Common\nWarrants”) in three tranches of $5 million each in three separate closings. The initial closing, being referred to herein as the\n“Initial Closing”, occurred on March 6, 2026 and we issued 225,241 Shares, Pre-Funded Warrants to Purchase up to 997,253 ordinary\nshares, Common A Warrants to purchase up to 1,222,494 ordinary shares and Common B Warrants to purchase up to 1,222,494 ordinary shares\nfor gross proceeds of approximately $5 million. E.F. Hutton & Co served as an exclusive placement agent in connection with the offering.\nFor a more detailed description of this offering, see our Report of Foreign Private Issuer on Form 6-K filed with the SEC on March 9,\n2026.\n\n \n\nApart from the aforementioned transactions, a\ntotal of 2,166,667 ordinary shares have also been issued to various investors. \n\n \n\n**Acquisition or Disposition of Shares**\n\n \n\nSince the filing of our Annual Report on Form 20-F on May 13, 2025,\nour Chairman and Chief Executive Officer, Victor Hoo has acquired 2,225,474 ordinary shares and is, as of the date of this annual report,\nthe beneficial owner of 2,225,533 ordinary shares.\n\n \n\n**Pending Arbitration**\n\n \n\nOn December 18, 2024, Boustead Securities, LLC (“Boustead”)\nfiled an arbitration claim before the Financial Industry Regulatory Authority against us alleging that we breached the terms of an engagement\nagreement. Specifically, Boustead alleged the Company failed to honor a “right of first refusal” clause regarding the right\nto participate in multiple capital-raising transactions that we conducted following our initial public offering. The total fees claimed\nare approximately US$6,000,000, exclusive of certain transactions where quantum is still to be determined, and further claims for unissued\nwarrants, interest, and legal costs. The case is in its early stages; the Company recently filed its answer and affirmative defenses denying\nthe allegations and claims, including the objection to the arbitration forum.\n\n \n\n26\n\n \n\n \n\n**Market Overview**\n\n \n\n**Consultancy Market Overview**\n\n** **\n\n●The\nglobal business strategy and management consulting services market size is expected to experience\nsteady growth. Valued at US$407.58 billion in 2025, the market is expected to expand to US$971.1\nbillion by 2035, reflecting a compound annual growth rate (CAGR) of 9.07%. 1 This\ngrowth is primarily driven by the increasing complexity of the global business environment,\ncharacterized by rapid globalization, regulatory evolution, economic fluctuations, and technological\ndisruption.\n\n \n\nAs businesses face heightened competition and accelerated digital transformation, many organizations are turning to professional consulting firms for strategic guidance to enhance competitiveness, optimize management practices, and adapt to changing market dynamics. This demand supports continued growth in the consulting industry, including firms that provide advisory and IPO-related services that help clients navigate complex business challenges, drive operational excellence, and achieve sustainable growth.\n\n \n\n●According\nto Bonafide Research, the global IPO consulting service market was approximately US$34.10\nbillion in 2024 and is expected to increase to approximately US$36.35 billion in 2025 and\nUS$50.15 billion by 2030, representing a CAGR of approximately 6.6%. Growth in this sector\nreflects the increasing use of artificial intelligence and machine-learning tools in market\nanalysis, due-diligence procedures and investor outreach, as well as heightened regulatory\nand disclosure requirements. Continued geopolitical and macroeconomic uncertainty has contributed\nto increased reliance on advisory firms as prospective issuers seek support in meeting evolving\nlisting obligations.2\n\n \n\n●Global\nIPO activity recovered in Q3 2025 as major indices in the US, Europe and Asia reached new\nhighs, supported by monetary easing and resilient corporate earnings. Deal volume rose 19%\nyear-over-year and proceeds increased 89%, led primarily by the US and India, while Greater\nChina, the Middle East and Europe remained active.3\n\n \n\n**Consultancy Market Overview - Southeast Asia**\n\n \n\n●Southeast\nAsia is one of the world’s fastest-growing economic regions, with an optimistic outlook\nsuggesting that the region may surpass China in terms of growth over the next decade, despite\nglobal headwinds.4 As part of the broader Asia-Pacific market—which holds\nroughly 25% of global consulting share—Southeast Asia is expected to maintain strong\nmomentum, creating meaningful opportunities for firms providing business strategy, digital\ntransformation, and cross-border IPO advisory services.5\n\n \n\n●According\nto Mordor Intelligence Research, the Southeast Asia consulting services market reached US$11.26\nbillion in 2025, and is anticipated to reach US$15.86 billion by 2030, reflecting a CAGR\nof 7.1% . Growth in the region is primarily driven by (i) government-led digitalization initiatives\nthat require advisory support for cloud adoption, cybersecurity, and technology modernization;\n(ii) increasing regulatory requirements for sustainability and ESG reporting, which have\nexpanded the need for compliance and disclosure-related consulting; and (iii) continued formation\nand expansion of small and medium enterprises across ASEAN, which has increased demand for\nfinancial, operational, and digital transformation advisory services.6\n\n \n\n \n\n2https://www.bonafideresearch.com/product/95001683/global-ipo-consulting-service-market#:~:text=According%20to%20the%20study%2C%20the,from%20companies%20considering%20public%20offerings.\n\n3https://www.ey.com/en_sg/newsroom/2025/10/global-ipo-market-surges-amid-rising-investor-confidence-in-q3-2025\n\n4https://www.spglobal.com/marketintelligence/en/mi/research-analysis/asean-economic-outlook-in-2024-jan24.html\n\n5https://www.globalgrowthinsights.com/market-reports/consulting-market-121497\n\n6https://www.mordorintelligence.com/industry-reports/south-east-asia-consulting-services-market\n\n \n\n27\n\n \n\n \n\n●In\nSoutheast Asia, IPO activity improved in the third quarter of 2025, with 25 listings across\nSingapore, Malaysia, Indonesia, Thailand and Vietnam raising approximately US$2.5 billion.\nSingapore recorded the highest proceeds in the region, supported by large real estate investment\ntrust offerings, while Indonesia and Malaysia continued to see consistent deal activity.\nThailand and Vietnam also recorded smaller but notable listings. Despite improving sentiment,\ninvestor selectivity remains elevated, with a continued focus on profitability visibility,\ncash-flow resilience and governance standards.7\n\n \n\n**IT Consulting Market Overview**\n\n** **\n\nThe global IT Consulting Market is projected\nto generate revenue of US$111.95 billion in 2025, growing at a compound annual growth rate (CAGR) of approximately 13.3% to reach US$126.79\nbillion in 2026, and further expanding to US$209.99 billion by 2030 at a CAGR of 13.4%. The rising demand for IT consulting services\nis driven by enterprise IT modernization needs, increasing cybersecurity threats, legacy system integration challenges, globalization\nof enterprises, and regulatory compliance requirements. Growth in the forecast period is further supported by rising cloud migration\ndemand, growing adoption of AI-driven consulting models, increasing digital governance needs, rising M&A advisory demand, and the\ngrowing complexity of hybrid IT environments, with Asia-Pacific representing the largest regional market in 2025.8\n\n \n\n**IT Consulting Market Overview – Southeast\nAsia**\n\n** **\n\nThe Asia-Pacific IT consulting market is expected\nto benefit from the region’s continued digital transformation and growing enterprise investment in technology modernization. According\nto *Asia-Pacific Consulting Services Market Outlook, 2030,*the Asia-Pacific consulting services market is projected to expand at\na compound annual growth rate (“CAGR”) of more than **6.28%** from 2025 to 2030, with IT consulting representing the fastest-growing\nservice category. Growth is being supported by increasing enterprise adoption of cloud computing, artificial intelligence (“AI”),\ndata analytics, cybersecurity, and other digital technologies, as well as government initiatives promoting digital economies and Industry\n4.0. As organizations seek to improve operational efficiency, strengthen cybersecurity, and navigate evolving regulatory and technological\nrequirements, demand for IT consulting services is expected to continue increasing. These market trends are expected to create significant\nopportunities for IT consulting firms to provide technology strategy, digital transformation, cloud migration, and cybersecurity advisory\nservices that enable businesses to remain competitive in an increasingly digital business environment.9\n\n \n\n \n\n7https://www.ey.com/en_sg/newsroom/2025/10/global-ipo-market-surges-amid-rising-investor-confidence-in-q3-2025\n\n8https://www.thebusinessresearchcompany.com/report/it-consulting-global-market-report\n\n9https://www.researchandmarkets.com/reports/6100002/asia-pacific-consulting-service-market-outlook?srsltid=AfmBOooPCSMSCwWHGP4YF9SmqT5kzJ_Rg-1RwqmTcgANXilVxHB_ZZ89\n\n  \n\n28\n\n \n\n \n\n**Business Model and Strategy**\n\n** **\n\nWe strive to be a market maker, architect and\nbuilder of innovation and strategies. We aim to create new markets, design new business models, and deliver business and technology solutions\nthat provide value to our clients. The factors that we believe drive demand for our business offerings include:\n\n \n\n●**Financial\nMarkets**\n\n** **\n\nIncreasingly complex regulations and legislation,\ngreater scrutiny of corporate governance, and more stringent and complex reporting requirements drive the demand for our business offerings.\nThe need to understand and address the impact of regulation and legislation, as well as the increasing costs of doing business, have prompted\ncompanies to engage third-party consultants to improve risk assessment and management models.\n\n \n\n●**Operational\nChallenges and Opportunities**\n\n \n\nWhile evaluating and re-evaluating strategies\nand risk management to either dodge or hit curveballs, businesses also need to be agile in capitalizing on opportunities in crisis, competition,\nnew regulations, innovations, emerging businesses and new technologies. Third-party consultants are often engaged to recognize, understand\nand evaluate challenges and opportunities, and effect change. This business need drives the demand for independent expertise in the development\nof business acumen. These factors drive the demand for our services.\n\n \n\n●**Developing\nMarkets**\n\n \n\nCompanies in the developing world, multinational\ncompanies and SMEs can benefit from our experts’ advice on ways to increase access to more opportunities, capital and business markets\nwhilst complying with domestic and international regulations. Restructuring, M&A transactions and conducting due diligence also drive\nthe demand for our services.\n\n** **\n\n●**Digital\nTransformation**\n\n \n\nThe advancement of technology coupled with remote\nworking since the outbreak of the pandemic has accelerated companies’ digital transformation and reliance on digital technologies\nto create new or modify existing business processes, culture, and customer experiences to meet changing business and market requirements.\nSuch transformation is in line with and drives demand for the technology consultancy services we offer. Aside from that, the shift to\ndigital space and technology also supports the surge in the fintech landscape which drives demand in our technology consultancy services.\n\n \n\n \n\n7https://www.statista.com/outlook/tmo/it-services/it-consulting-implementation/malaysia\n\n \n\n29\n\n \n\n \n\n**Our Business Strategy**\n\n \n\nOur client relationships are built on quality\nservices, our reputation, and the reputation of our consultants. We aim to build stronger recognition by providing diverse complementary\nservices to meet our clients’ needs and offering satisfactory services. The following are key elements of our business strategy:\n\n** **\n\n**●****Leveraging\nOur Practitioners, Businesses, Extensive Geographic Diversification and Relationships**\n\n \n\nWe work hard to maintain and strengthen our core\npractices and competencies. We believe our recognized expertise, client relationships, reputation, successful track record, and geographic\ndiversity, are the key factors in why our clients engage with us.\n\n \n\n**●****Delivering\nValue to Our Clients**\n\n \n\nOur strategy is to work closely with our clients’\nmanagement to understand their business objectives in order to develop and implement solutions that optimise financial performance and\nenhance productivity. Our business processes for the effective execution of our consultancy services are as follows:\n\n \n\n❖Understand\nclients’ objectives and prioritise issues: Upon a full comprehension of the business objectives of our clients, we subsequently\nnarrow down and pinpoint the issues to ultimately come up with a list of issues to overcome, with the priority given to the more critical\nmatters.\n\n \n\n❖Proposal\nand fee structure: Upon identifying the business requirements, we then generate pitch books or business proposals which includes amongst\nothers the brief equity story, business overview, market and financial analysis to present the big picture and also the expected timeline\nand procedures. Thereafter, we shall propose the terms of our consultancy services engagements and fee structure be agreed upon.\n\n \n\n❖Execution\nof our services and delivering results: According to the clients’ business capabilities, requirements and objectives, we leverage\nour deep expertise to assist clients in creating values by providing profitable ideas, customising bold strategic options, offering sector\nintelligence, and equipping clients with cost-saving solutions for lasting-growth and in order to meet our clients’ needs and satisfaction.\n\n \n\n**●****Creating\nAsset-based Solutions to Drive Superior Results**\n\n \n\nWe strive to deliver prompt solutions that add\nvalue to our clients’ businesses. With assets, such as software and business architectures and process methodologies, we are able\nto quickly implement market-ready solutions for our clients.\n\n \n\n**●****Attracting\nand Retaining Highly Qualified Professionals**\n\n \n\nOur professionals play a pivotal role in delivering\nour services to clients and generating new businesses. To attract and retain highly qualified professionals, we offer significant compensation\nopportunities, along with a competitive benefits package and the chance to work on challenging engagements with other highly skilled peers.\n\n \n\nWith our experienced team of professionals, proven\nstrategies and methodologies, and our strong network, we help organizations anticipate and realize value from opportunities presented\nby “waves” of business and technology trends.\n\n \n\n**●****Capitalizing\non Our Strengths in Emerging Areas**\n\n \n\nWe continue to leverage our domain expertise and\nbroad capabilities to help our clients with strategic planning and to identify issues that might arise, to be well-prepared before a crisis.\n\n \n\n30\n\n \n\n \n\n**●****Acquisitions**\n\n \n\nWe are selective when it comes to making strategic\nand opportunistic acquisitions. We do so in a way that fosters organic growth, expands our geographic presence and complements our segments,\npractices, services and industry focuses. Our business processes in selecting target companies are as follows:\n\n \n\n❖Targets\nSourcing: We actively search for entrepreneurial firms with high growth potential to unlock acquisition opportunities.\n\n \n\n❖Decision\nMaking: We evaluate, examine and engage in due diligence of a prospective portfolio company, including but not limited to product or\nservices viability, market potential and integrity as well as capability of the management. We then communicate closely with the parties\ninvolved to arrive at an agreed value for the acquisition.\n\n \n\n❖Develop\nBusiness & Provide Value Adding Services: We provide complementary value-added services including access to our consultancy expertise,\nknowledge, investor relations, boardroom strategy, business connections and even IPO consultancy whenever the targeted company is set\nto go public.\n\n \n\n**Revenue Model**\n\n \n\nOur revenue is driven in part by our ability to offer market-leading service offerings to add value to clients. We derive our revenues\nsubstantially from our business and technology consultancy service offerings and solutions that we deliver to our clients. Each contract\nhas different terms based on the scope, deliverables, timing and complexity of the engagement.\n\n \n\nThe following table presents our revenue\nfor fiscal years ended December 31, 2025, 2024, and 2023.\n\n \n\n  \nRevenue Fiscal Year Ended December 31 \n\n  \n2025  \n2024  \n2023 \n\n  \nUS$  \nUS$  \nUS$ \n\nBusiness Strategy Consultancy \n 10,486,348  \n 14,824,502  \n 14,654,120 \n\nTechnology Development \n 12,935,361  \n 11,412,582  \n 4,472,559 \n\nInterest income \n 2,285,415  \n 1,214,842  \n 413,354 \n\nOthers \n 380,298  \n 372,965  \n 244,715 \n\nTotal \n 26,087,422  \n 27,824,891  \n 19,784,748 \n\n \n\nDepending on the terms of the service engagement\ncontract, our revenues are generated from several principal billing arrangements, as described below.\n\n \n\n**Business Consultancy**\n\n** **\n\n●**Retainer\nEngagements**\n\n \n\nUnder retainer-based engagements, clients are billed in accordance\nwith predetermined fees and billing periods. Retainer fees are established based on factors such as the value, complexity, and scope of\nthe engagement. During the engagement period, we provide clients with comprehensive business consulting services. Clients generally expect\nthat the agreed-upon fee will not be exceeded, except under circumstances that are mutually agreed upon.\n\n \n\n●**Performance-based\nFees**\n\n \n\nUnder performance-based arrangements, we agree to provide a specified\nset of professional services in exchange for a pre-established fee. Clients typically pay a fixed amount for the agreed services. Fees\nare determined based on our assessment of the engagement’s complexity, scope, expected costs, and estimated time required for completion.\nPerformance-based fees may be settled in cash or, in certain instances, in equity securities of our clients.\n\n \n\n31\n\n \n\n \n\n●**Success\nFees**\n\n \n\nSuccess fee arrangements, similar to performance-based engagements,\nlink compensation to the achievement of contractually defined objectives or the completion of specified project milestones. We receive\na pre-established fee upon the attainment of the agreed milestone. Because the timing of achieving these milestones may vary, success\nfee arrangements can result in fluctuations in our revenue and operating results. Success fees may be settled in cash or, in certain cases,\nin equity securities of our clients, enabling both parties to participate in future growth opportunities.\n\n \n\n**Technology Consultancy**\n\n \n\nSoftware plays a critical role in enhancing business efficiency, and\nthe right software solutions can significantly improve day-to-day operations. Our objective is to optimize our clients’ operations\nby delivering cost-effective software solutions that enhance productivity, reduce operating costs, and save time\n\n \n\n●**Consulting\nFees**\n\n \n\nClients are billed based on predetermined consulting fees for the duration\nof the engagement. Fees are established after considering factors such as the value and complexity of the engagement, the applicable program,\nthe required information technology professionals and skill sets, and the scope of the services to be provided. Throughout the engagement,\nwe deliver comprehensive technology consulting services, identifying and recommending software solutions that are best suited to the size,\nneeds, and industry requirements of each client.\n\n \n\n●**Development\nFees**\n\n \n\nCertain clients are billed for proprietary software developed in accordance\nwith their specific requirements. We provide bespoke and customized software, applications, and website development services designed\nto facilitate the adoption and integration of technology and thereby enhance our clients’ business performance.\n\n \n\n●**White\nLabel Technology Fees**\n\n** **\n\nWe also generate revenue by providing white label technology solutions.\nIn these arrangements, we acquire licenses to ready-made software products, which we subsequently rebrand, enhance, and customize to meet\nour clients’ specific requirements.\n\n \n\n●**Software\nas a Service (SaaS)**\n\n \n\nWe intend to further diversify our revenue streams through the introduction\nof SaaS offerings, under which software will be licensed on a subscription basis and centrally hosted.\n\n \n\n●\n**Graphic Processing Unit (GPU) Rental and GPU-as-a-Service (GPUaaS)**\n\n \n\nThe Group owns and operates AI computing infrastructure comprising\nhigh-performance GPU servers, which are made available to customers through dedicated rental arrangements and GPU-as-a-Service offerings.\nCustomers access these computing resources remotely, while the Group remains responsible for the operation, maintenance, and management\nof the underlying infrastructure.\n\n** **\n\n**Our Competitive Strengths**\n\n** **\n\nAs a firm that provides business and technology\nconsulting services, we are well positioned for continued growth in a marketplace characterised by an increasing pace of technological\nchange and complex business challenges. We strive to create value for clients by leveraging our network of business connections, industry\nknowledge and expertise, and insights into emerging technologies. With this comprehensive approach, we can propel our clients’ businesses\nforward by improving different aspects of their businesses starting from day-to-day operations. We also advise clients on how to identify\nnew opportunities, increase revenues in existing markets, and deliver their products and services more effectively and efficiently to\nultimately reach their targeted goals. We believe that our approach, together with the following competitive strengths, distinguish us\nfrom the competition.\n\n \n\n●**Experienced\nand Highly Qualified Consultants**\n\n** **\n\nWe believe the principal reason clients choose a particular consulting\nfirm is the experience of the firm’s professionals. As of 2025, our executive chairman has an accumulated experience of 20 years\nin a wide array of business operations and consulting services while our consultants have a combined wealth of knowledge and experience\nin accounting, finance, legal, business management and operations. In addition, our highly credentialed consultants include certified\npublic accountants and qualified legal professionals.\n\n \n\n32\n\n \n\n \n\n●**Complimentary\nService Offerings and Integrated Approach.**\n\n \n\nThe problems faced by organizations often involve\nbroad but interrelated operational and financial issues that require creative solutions drawn from various areas of expertise. We offer\na broad array of business, investor relations and technology consulting services. Our integrated approach enables us to provide solutions\ntailored to specific client needs. For example, in the listing exercises, we deploy a team to review our client’s business and financial\nperformance before suggesting customised strategies based on our team’s analysis. In addition, our range of service offerings reduces\nour dependence on any one service offering or industry, providing a stimulating work environment for our consultants.\n\n** **\n\n●**Distinctive\nCulture**\n\n** **\n\nWe believe we have been successful in attracting\nand retaining top talent because of our distinctive culture of combining the energy and the flexibility of a high-growth company with\nthe professionalism of major professional services firms. To preserve our distinctive culture, our executive chairman or chief operating\nofficer personally interviewed each candidate prior to making an offer of employment. We believe our performance-based compensation program,\nwhich both recognizes individual performance and reinforces teamwork, also contributes to our recruiting and retention success. In our\nview, these elements come together to create an environment in which talented, self-directed professionals want to build a long-term career.\n\n \n\n●**In-depth\nIndustry Expertise**\n\n \n\nWe have developed specialized expertise and have\nan abundance of experience in the consulting and technology industry. Our industry focus enables our professionals to provide services\nwith a thorough understanding of industry evolution, business issues and adopt applicable technologies or custom business approaches,\nand ultimately to deliver solutions tailored to each client’s industry.\n\n** **\n\n●**History\nof Staying Ahead of Industry Trends**\n\n** **\n\nTo better serve our clients, we have continually\nreinvented ourselves by taking advantage of shifting managerial and technological trends. We initially started mainly as an Initial Public\nOffering (IPO) and business consultancy service provider and have expanded to provide technology consultancy and investor relations management\nto suit the current market trend. We are continually adapting our service offerings to reflect emerging market trends. We do not anticipate\nany significant changes in our service offerings soon.\n\n** **\n\n**Our Growth Strategy**\n\n \n\nOur goal is to expand our lead by continuing to\nanticipate our clients’ needs and provide a range of high-quality consulting services to meet those needs. We believe our approach\nto business provides us the fundamental advantage in executing our strategic plans while our affiliates, alliances and portfolio companies\nprovide us with insights into and access to emerging business models, products, and technologies, enhancing the ability of our market\nunits and service lines to deliver value to clients.\n\n \n\nAmongst the factors that would drive our company’s\ngrowth particularly in our Business Consultancy segment is attributed to the economic growth in China and Southeast Asia especially the\nSMEs and the growth of US and Malaysian capital markets. Even though the pandemic has caused disruption and hardships on businesses, opportunities\nfor growth are opening.\n\n \n\nAs for our Technology Consultancy pillar, despite\nthe challenges and the economic downturn following the global health crisis, on the other end of the spectrum, the crisis has accelerated\nand given new force to pre-existing trends, including, notably, digitization, opening doors for digitalization across all industries.\n\n \n\n33\n\n \n\n \n\nGenerally, the key elements of our growth strategy\nare as follows:\n\n \n\n**●****Enhance\nOur Operational Efficiency**\n\n \n\nAs the expert in operational efficiency, we provide\nvalue to our clients as well as our shareholders by maintaining our organization as a cost-effective, technology-enabled company with\nstrong financial discipline.\n\n \n\n**●****Leverage\nOur Reputation for High Quality Consulting Services**\n\n \n\nWe believe we can continue to successfully leverage\nour reputation, experience and client base to obtain new engagements from both existing and new clients.\n\n \n\n**●****Attract\nand Retain Highly Qualified Professionals**\n\n \n\nOur professionals are crucial in delivering quality\nservices to clients and generating new businesses. We are therefore committed to retaining our existing professionals and will continue\nto actively recruit additional professionals.\n\n \n\n**●****Expanding\nthe Range of Our Services**\n\n \n\nWe continue to expand our services to meet our\nclients’ needs for expert services in our business and technology consultancy services. For our technology consultancy arm, we aim\nto develop proprietary in-house technology solutions and systems. Via our subsidiary in the fintech sector, we look to offer revolutionary\nand creative solutions to the fintech landscape. By expanding the range of our capabilities to complement our existing service offerings,\nwe will also further strengthen our position in the market.\n\n** **\n\n**●****Exploring\nnew opportunities in unconventional markets**\n\n \n\nWe have ventured into the unconventional education\nmarket of law enforcement education in Malaysia which we are confident will present potential growth.\n\n \n\n**●****Strengthening\nour digital marketing capabilities to drive lead generation and increase revenues**\n\n \n\nThis era of digitalization that we live in is\nakin to a world without boundaries. Knowing our potential client and getting connected with our targeted clients will be further facilitated\nby our focus in online digital marketing. Having an effective utilisation of algorithms also helps us to determine the appropriate media\nand can vastly improve our potential reach and facilitate new client engagement across the globe. We plan to deploy these strategies to\nmarket our brand:\n\n \n\n**●***Brand\nImage*: Our marketing efforts focus on building the image of our extensive expertise and knowledge of our professionals. We intend\nto conduct marketing campaigns to increase media visibility and to engage our audience with newsletters and industry insights.\n\n \n\n**●***Social\nMedia*: We plan to leverage our official website and social media account as well as LinkedIn to kick start our social media campaign\nwhich will be targeted towards big corporations and small to medium enterprises around the world.\n\n* *\n\n**●***Online\nSearch Engine Optimization (SEO)*: SEO plays a pivotal role in our digital marketing campaign as it serves as our supporting strategy,\nenhancing our online presence campaign. We aim engage SEO expert team to assist in the promotional campaign, to use advertising and keyword\ntagging strategy to drive traffic to our social media accounts and our website.\n\n \n\n**●****Leveraging Artificial Intelligence to Enhance Service Delivery\nand Competitive Advantage**\n\n \n\nWe are committed to embedding artificial intelligence\ncapabilities across our operations and service offerings to sharpen our competitive edge. Our professionals are trained and equipped to\nharness AI-driven tools throughout the engagement lifecycle - from research, due diligence and document drafting to data analysis, benchmarking\nand client reporting - enabling us to deliver higher-quality outputs with greater speed and consistency.\n\n \n\n34\n\n \n\n \n\nBy integrating AI into our consulting and technology\nadvisory workflows, we are able to augment the expertise of our professionals rather than replace it, ensuring that clients benefit from\nboth domain knowledge and technological precision. We also leverage AI capabilities in our fintech and proprietary technology development\ninitiatives, accelerating the build-out of intelligent solutions that address evolving market demands.\n\n \n\nWe view the strategic adoption of AI not merely\nas an efficiency measure but as a core differentiator - allowing us to scale our intellectual output, reduce turnaround times, and maintain\nservice quality across a growing client base. As AI continues to reshape the consulting landscape, we are positioned to lead rather than\nfollow, continuously upskilling our team and refining our AI-assisted methodologies to remain at the forefront of the industry.\n\n \n\n**Implications of Being an Emerging Growth Company\nand a Foreign Private Issuer**\n\n \n\n**Emerging Growth Company**\n\n \n\nAs a company with less than $1.235 billion in\nrevenue during our last completed fiscal year, we qualify as an “emerging growth company” under the Jumpstart Our Business\nStartups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting requirements that\nare otherwise generally applicable to public companies. As an emerging growth company, we:\n\n \n\n●are\nnot required to obtain an attestation and report from our auditors on our management’s assessment of our internal control over\nfinancial reporting pursuant to the Sarbanes-Oxley Act;\n\n \n\n●are\nnot required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements, and analyzing\nhow those elements fit with our principles and objectives (commonly referred to as “compensation discussion and analysis”);\n\n \n\n●are\nnot required to obtain a non-binding advisory vote from our shareholders on executive compensation or golden parachute arrangements (commonly\nreferred to as the “say-on-pay,” “say-on-frequency” and “say-on-golden-parachute” votes);\n\n \n\n●are\nexempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;\n\n \n\n●may\npresent only two years of audited financial statements; and\n\n \n\n●are\neligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS\nAct.\n\n \n\nWe intend to take advantage of all of these reduced\nreporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards\nunder §107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to\nthose of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under §107\nof the JOBS Act.\n\n \n\nCertain of these reduced reporting requirements\nand exemptions were already available to us due to the fact that we also qualify as a “smaller reporting company” under SEC\nrules. For instance, smaller reporting companies are not required to obtain an auditor attestation and report regarding internal control\nover financial reporting, are not required to provide a compensation discussion and analysis, are not required to provide a pay-for-performance\ngraph or CEO pay ratio disclosure and may present only two years of audited financial statements and related MD&A disclosure.\n\n \n\nUnder the JOBS Act, we may take advantage of the\nabove-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to\na registration statement declared effective under the Securities Act, or such earlier time that we no longer meet the definition of an\nemerging growth company. The JOBS Act provides that we would cease to be an “emerging growth company” if we have more than\n$1.235 billion in annual revenue, have more than $700 million in market value of our ordinary\nshares held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible\ndebt over a three-year period. Further, under current SEC rules, we will continue to qualify as a “smaller reporting company”\nfor so long as we have a public float (i.e., the market value of common equity held by non-affiliates) of less than $250\nmillion as of the last business day of our most recently completed second fiscal quarter.\n\n \n\n**Foreign Private Issuer Status**\n\n \n\nWe are a “foreign private issuer,”\nas defined in Rule 405 under the Securities Act and Rule 3b-4I under the Exchange Act. As a result, we are not subject to the same requirements\nas U.S. domestic issuers. Under the Exchange Act, we will be subject to reporting obligations that, to some extent, are more lenient and\nless frequent than those of U.S. domestic reporting companies. For example:\n\n \n\n●we\nare not required to and, in reliance on home country practice, we do not intend to, comply with certain Nasdaq rules regarding shareholder\napproval for certain issuances of securities under Nasdaq Rule 5635. In accordance with the provisions of our amended and restated memorandum\nand articles of association, our board of directors is authorized to issue securities, including ordinary shares, preferred shares, warrants\nand convertible notes without shareholder approval;\n\n \n\n35\n\n \n\n \n\n●we\nare not required to provide certain Exchange Act reports, or as frequently, as a domestic public company;\n\n \n\n●for\ninterim reporting, we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that\napply to domestic public companies;\n\n \n\n●we\nare not required to provide the same level of disclosure on certain issues, such as executive compensation;\n\n \n\n●we\nare exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information;\n\n \n\n●we\nare not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations\nin respect of a security registered under the Exchange Act; and\n\n \n\n●\nour insiders are not required to comply with Section 16 of the Exchange\nAct requiring such individuals and entities to file public reports of their trading activities and establishing insider liability for\nprofits realized from any “short-swing” trading transaction.\n\n \n\n**Employees**\n\n \n\nAs of December 31, 2025, we have a total of 74\nfull-time employees. Our employees are based in Malaysia.\n\n \n\n**Property and Facilities**\n\n \n\nWe lease and maintain our offices located at Suite 33.03 of Level 33,\nMenara Exchange 106, Lingkaran TRX, Tun Razak Exchange, 55188 Kuala Lumpur, Malaysia.\n\n \n\nWe believe that the offices that we currently\nlease are adequate to meet our needs for the immediate future.\n\n \n\nC. Organizational Structure\n\n \n\nSee “—A. History and Development of\nthe Company.”\n\n \n\nD. Property, Plants and Equipment\n\n \n\nSee “—B. Business Overview—Facilities.”"}