{"url_path":"/sec/yoov/10-k/2026/item-3","section_key":"item-3","section_title":"Item 3 KEY INFORMATION**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-12","source_url":"https://www.sec.gov/Archives/edgar/data/2001794/0001213900-26-054960-index.html","accession_number":"0001213900-26-054960","cik":"0002001794","ticker":"YOOV","issuer_name":"Concorde International Group Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2001794/0001213900-26-054960-index.html","primary_entity_key":"0002001794","primary_entity_name":"Concorde International Group Ltd."},"word_count":14938,"has_tables":true,"body_markdown":"**ITEM 3. KEY INFORMATION**\n\n \n\n**A. [Reserved]**\n\n \n\n**B. Capitalization and Indebtedness**\n\n \n\nNot applicable.\n\n \n\n**C. Reasons for the Offer and Use of Proceeds**\n\n \n\nNot applicable.\n\n \n\n**D. Risk Factors**\n\n \n\n**Summary of Risk Factors**\n\n \n\nAn investment in our ordinary\nshares involves significant risks. Below is a summary of material risks that we face, organized under relevant headings. These risks are\ndiscussed more fully in “Item 3. Key Information—D. Risk Factors.”\n\n \n\n**Risks Relating to Our Business and Industry**\n\n** **\n\nRisks and uncertainties related\nto our business and industry include, but are not limited to, the following:\n\n \n\n \n●\nA significant amount of our revenue is generated from our existing long-term customers; thus, our inability to retain and maintain a good relationship with our existing customers can have a material adverse effect on our business and financial results.\n\n \n \n \n\n \n●\nWe currently report our financial results under IFRS, which differs in certain significant respects from U.S. generally accepted accounting principles.\n\n \n \n \n\n \n●\nA critical part of our success was driven by introducing and providing innovative and cost-saving security services. If our new products and services are not successful, it could have a material adverse effect on our business.\n\n \n\n \n●\nThe proper and efficient functioning of our computer, data backup, information technology, telecom and processing systems, and our monitoring stations are essential to our business.\n\n \n \n \n\n \n●\nAs a security service provider, we are exposed to greater risk of liability for employee acts or omissions or system failure, than may be inherent in other businesses.\n\n \n \n \n\n \n●\nOur monitoring security facilities will call the police and fire departments when emergencies arise. If the police and fire departments fail or delay responding to our calls, our business and reputation could be adversely affected.\n\n \n\n1\n\n \n\n \n●\nFrom time to time, we are subject to claims for infringing, misappropriating or otherwise violating the intellectual property rights of others and will be subject to such claims in the future, which could have an adverse effect on our business and operations.\n\n \n \n \n\n \n●\nOur inability to acquire necessary intellectual property or adequately protect our intellectual property could adversely affect our business and results of operation.\n\n \n \n \n\n \n●\nReliance on external security vendors may increase our operational and financial risks.\n\n \n\n**Risks Relating to Regulatory Compliance**\n\n \n\nRisks and uncertainties related\nto our regulatory compliance include, but are not limited to, the following:\n\n \n\n \n●\nIncreasing legislative and regulatory initiatives on cybersecurity and data privacy regulations could adversely impact our business and financial results.\n\n \n \n \n\n \n●\nAs we expand globally, we will be subject to more regulation by various governmental agencies.\n\n \n \n \n\n \n●\nThe PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections.\n\n \n\n**Risks Relating to Our Class A Ordinary Shares**\n\n \n\nRisks and uncertainties related\nto our Class A ordinary shares include, but are not limited to, the following:\n\n \n\n \n●\nOur dual class voting structure has the effect of concentrating the voting control to holders of our Class B Ordinary Shares, which will limit or preclude your ability to influence corporate matters, and your interests may conflict with the interests of these shareholders. It may also adversely affect the trading market for our Class A Ordinary Shares due to exclusion from certain stock market indices and depress the trading price of our Class A Ordinary Shares.\n\n \n \n \n\n \n●\nFuture issuance of ordinary shares will result in additional dilution of the percentage ownership of our shareholders and could cause the price of the Class A Ordinary Shares to fall.\n\n \n \n \n\n \n●\nThe trading price of our\nClass A Ordinary Shares may be volatile, which could result in substantial losses to investors.\n\n \n \n \n\n \n●\nOur lack of effective internal controls over financial reporting may affect our ability to accurately report our financial results or prevent fraud, which may affect the market for and price of our Class A Ordinary Shares.\n\n \n \n \n\n \n●\nWe are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.\n\n \n \n \n\n \n●\nAs a company incorporated in the BVI, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq Stock Market listing standards.\n\n \n \n \n\n \n●\nWe are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.\n\n \n\nIn addition, we face other risks and uncertainties\nthat may materially affect our business prospects, financial condition, and results of operations. You should consider the risks discussed\nin “Risk Factors” and elsewhere in this annual report before investing in our Class A Ordinary Shares.\n\n \n\n2\n\n \n\n**Risks Relating to Our Business and Industry**\n\n \n\n**A significant amount of our revenue is generated\nfrom our existing long-term customers; thus, our inability to retain and maintain a good relationship with our existing customers can\nhave a material adverse effect on our business and financial results.**\n\n \n\nAs of the date of this annual\nreport, our main line of revenue is generated from providing security services by monitoring properties, assets and building systems under\n24/7 surveillance, ensuring security and business efficiency for our customers. A significant driver of our growth is our recurring revenue\nbusiness in which customers who contracted to purchase our products and services and are required to pay monthly fees. As such, our ability\nto maintain our existing significant customer base is important to our long-term profitability. For the fiscal years ended December 31,\n2025, 2024 and 2023, the total sales to our five largest customers accounted for 30%, 23% and 33% of our total revenue, respectively.\nThe loss or material reduction of business, either due to a reduction in demand from one or more of our significant customers, such as\nindustrial and commercial customers, or our inability to timely meet any elevated level of customer demand for various reasons, the lack\nof success of sales initiatives or changes in customer preferences or loyalties for our products and services related to any such significant\ncustomer could have a material adverse impact on our business. This requires that we minimize our rate of customer disconnects, or attrition,\nwhich can increase as a result of factors such as problems experienced with our product or service quality, customer service, customer\nnon-pay, unfavorable general economic conditions, and the preference for lower pricing of competitors’ products and services over\nours. If attrition rates were to rise significantly, we may be required to accelerate the depreciation and amortization expense for, or\nto impair, certain of our assets, including with respect to customer relationships, which would cause a material adverse effect on our\nfinancial condition and results of operations.\n\n \n\n**We currently report our financial results\nunder IFRS, which differs in certain significant respects from U.S. generally accepted accounting principles.**\n\n \n\nWe report our financial statements\nunder IFRS. There have been and there may in the future be certain significant differences between IFRS and United States generally accepted\naccounting principles, or U.S. GAAP, and those differences may be material. As a result, our financial information and reported earnings\nfor historical or future periods could be significantly different if they were prepared in accordance with U.S. GAAP. In addition, we\ndo not intend to provide a reconciliation between IFRS and U.S. GAAP unless it is required under applicable law. As a result, you may\nnot be able to meaningfully compare our financial statements under IFRS with those companies that prepare financial statements under U.S.\nGAAP.\n\n \n\n**We have substantial customer concentration,\nwith a limited number of customers accounting for a substantial portion of our recent revenues.**\n\n \n\nHistorically, we have derived\na significant portion of our revenues from our top five customers. For the fiscal years ended December 31, 2025, 2024 and 2023 the total\nsales to our five largest customers accounted for 30%, 23% and 33% of our total revenue, respectively.\n\n \n\nThere are inherent risks\nwhenever a large percentage of total revenues are concentrated on a limited number of customers. It is not possible for us to predict\nthe future level of demand for our services that will be generated by these customers. In addition, revenues from these larger customers\nmay fluctuate from time to time based on the commencement and completion of projects, the timing of which may be affected by market conditions\nor other facts, some of which may be outside of our control. Further, some of our contracts with these larger customers permit them to\nterminate our services at any time (subject to notice and certain other provisions). If any of these customers experience declining or\ndelayed sales due to market, economic or competitive conditions, we could be pressured to reduce the prices we charge for our services\nwhich could have an adverse effect on our margins and financial position, and could negatively affect our revenues and results of operations\nand/or trading price of our Class A Ordinary Shares. If any of these largest customers terminates our services, such termination would\nnegatively affect our revenues and results of operations and/or trading price of our Class A Ordinary Shares.\n\n \n\n3\n\n \n\n**If we fail to attract, retain and engage\nappropriately qualified employees, including employees in key positions, our operations and profitability may be harmed. In addition,\nchanges in market compensation rates may adversely affect our profitability.**\n\n \n\nOne of the key products we\noffer is a suite of smart security solutions called “I-Guarding Services”. The first of these solutions is our patented IFS,\na mobile vehicular platform providing security and facility maintenance services. Our I-Guarding Services offer high-quality and advanced\ntechnological products and services for our customers and require a highly trained and engaged workforce. As a result, we rely on our\nability to attract, train and retain sufficient numbers of qualified employees. Specifically, because employees become more productive\nand skillful as they gain experience, market demand for such employees will become more competitive and retaining those individuals is\nvery important for our success, especially as we expand and grow our market. Further, failure to recruit or retain qualified employees\nin the future may impair our efficiency and effectiveness and our ability to pursue growth opportunities. A significant amount of turnover\nof our executive team or other employees in key positions, such as Co-Chief Executive Officers may negatively impact our operations. Factors\nthat affect our ability to maintain sufficient numbers of qualified employees include, for example, employee engagement, our reputation,\nunemployment rates, competition from other employers, availability of qualified personnel and our ability to offer appropriate compensation\nand benefit packages. If we are unable to attract, train and retain sufficient numbers of qualified employees, our business, financial\ncondition, cash flows or results of operations could be adversely affected.\n\n \n\nWe operate in a competitive\nlabor market and there is a risk that market increases in compensation and employer-provided benefits could have a material adverse effect\non our profitability. We may also be subject to continued market pressure to increase employee hourly wage rates and increased cost pressure\non employer-provided benefits. Our need to implement corresponding adjustments within our labor model and compensation and benefit packages\ncould have a material adverse impact to the profitability of our business.\n\n \n\n**A critical part of our success was driven\nby introducing and providing innovative and cost-saving security services. If our new products and services are not successful, it could\nhave a material adverse effect on our business.**\n\n \n\nA critical part of our business\nsuccess was driven by introducing and providing innovative and cost-saving security services for our customers. As of the date of this\nannual report, we are offering products and services including I-Guarding Services, Man-Guarding Services, Consultancy and Training Services,\netc. To stay competitive in the market, we believe we must continue to develop and commercialize new products and services that meet the\nvaried and evolving needs of our customers in order to continue to grow our business. While we devote significant effort and resources\nto the research and development of new products, we cannot guarantee the new products and services we may launch in the future will be\nwell received by our customers. In addition, the speed of development by our competitors and new market entrants is increasing. We cannot\nprovide any assurance that any new product or service will be successfully commercialized in a timely manner, if ever, or, if commercialized,\nwill result in returns greater than our investment. Investment in a product or service could divert our attention and resources from other\nprojects that become more commercially viable in the market. We also cannot provide any assurance that any new product or service will\nbe accepted by the market. In addition, new products and services may present new and difficult technological and intellectual property\nchallenges that may subject us to claims or complaints if our customers experience service failures or other quality issues. To the extent\nour new products and services are not successful, it could have a material adverse effect on our business, financial condition, cash flow\nor results of operations. \n\n \n\n**The proper and efficient functioning of\nour computer, data backup, information technology, telecom and processing systems, and our monitoring stations are essential to our business.**\n\n \n\nOur central monitoring facilities\ndepend on the proper and efficient functioning of our computer, data backup, information technology, telecom and processing systems, and\nother platforms. If there is a catastrophic event, natural disaster, security breach, negligent or intentional act by an employee or other\nextraordinary event, the malfunctioning of our information technology system could cause us unable to respond to emergencies on a timely\nmanner. Furthermore, because computer and data backup and processing systems are susceptible to malfunctions and interruptions, we cannot\nguarantee that we will not experience service failures in the future. A significant or large-scale malfunction or interruption of any\ncomputer or data backup and processing system could adversely affect our ability to keep our operations running efficiently and respond\nto alarm system signals. If a malfunction results in a wider or sustained disruption, it could have a material adverse effect on our reputation,\nbusiness, financial condition, cash flows or results of operations.\n\n \n\n4\n\n \n\n**Product defects or shortfalls in customer\nservice may damage our reputation as a high-quality security service provider.**\n\n \n\nThe success of our business\ndepends on our reputation and ability to maintain good relationships with our customers, suppliers, and local regulators, among others.\nOur reputation may be harmed either through product defects or shortfalls in customer service. Customers generally judge our performance\nthrough their interactions with staff at our monitoring and customer care centers, and field installation and service technicians, as\nwell as their day-to-day interactions with our products. Any failure to meet customers’ expectations in such customer service areas\ncould cause an increase in attrition rates or make it difficult to obtain new customers. Any harm to our reputation or customer relationships\ncaused by the actions of our personnel, or third-party product or service providers or any other factors could have a material adverse\neffect on our business, financial condition, results of operations, and cash flows. In addition, our products and services may contain\nundetected defects in the software, infrastructure, third-party components or processes. If these solutions fail for any reason, including\ndue to defects in our equipment, software, a carrier outage or user error, we could be subject to liability for such failures and our\nbusiness could suffer.\n\n \n\n**As a security service provider, we are exposed\nto greater risk of liability for employee acts or omissions or system failure, than may be inherent in other businesses.**\n\n \n\nThe nature of the products\nand services we provide potentially exposes us to greater risks of liability for employee acts or omissions or system failures than may\nbe inherent in other businesses. If customers believe that they incurred losses as a result of our action or inaction, the customers,\nor their insurers, could in the future bring claims against us. In addition, there can be no assurance that we are adequately insured\nfor these risks. Certain of our insurance policies may limit or prohibit insurance coverage for punitive or certain other types of damages\nor liability arising from gross negligence. If significant uninsured damages are assessed against us, the resulting liability could have\na material adverse effect on our business, financial condition, cash flows or results of operations.\n\n \n\n**A disruption in the operation of our monitoring\nfacilities or customer care resources could materially adversely affect our business.**\n\n \n\nA disruption in our ability\nto provide security monitoring services or otherwise provide ongoing customer care to our customers could have a material adverse effect\non our business. A disruption could occur for many reasons, including fire, natural disasters, weather, and the effects of climate change\n(such as sea level rise, drought, flooding, wildfires, and increased storm severity), health epidemics or pandemics, transmission interruption,\nextended power outages, human or other error, malicious acts, provider preferences regarding the signals that get transmitted, government\nactions, war, terrorism, sabotage, or other conflicts, or as a result of disruptions to internal and external networks or third party\ntransmission lines. Monitoring and customer care could also be disrupted by information systems and network-related events or cybersecurity\nattacks, such as computer hacking, computer viruses, worms, or other malicious software, distributed denial of service attacks, malicious\nsocial engineering, or other destructive or disruptive activities that could also cause damage to our properties, equipment, and data.\nA failure of our back-up procedures or a disruption affecting monitoring facilities could disrupt our ability to provide security monitoring\nor customer care services to our customers. If we experience such disruptions, we may experience customer dissatisfaction and potential\nloss of confidence, and liabilities to customers or other third parties, each of which could harm our reputation and impact future revenues.\nWe could also be subject to claims or litigation with respect to losses caused by such disruptions. Our insurance may not be sufficient\nto fully cover our losses or may not cover a particular event at all. Any such disruptions or outcomes could have a material adverse effect\non our business, financial condition, results of operations, and cash flows. \n\n \n\n**Our industry is highly competitive.**\n\n \n\nThe markets in which we operate\ninclude a large number of participants, including multinational, regional and small, local companies. As we plan to expand beyond the\nSingaporean market, such as North America, Malaysia, and Australia, we will face increasing competition from internet service providers,\nlarge technology companies, singular experience companies, industrial and smart hardware companies, and others that may have greater capital\nand resources than us. We also face competition from large residential security companies that have or may have greater capital and other\nresources than we do. Competitors that are larger in scale and have greater resources may benefit from greater economies of scale and\nother lower costs that permit them to offer more favorable terms to consumers (including lower service costs) than we offer, causing such\nconsumers to choose to enter into contracts with such competitors. These competitors may also benefit from greater name recognition and\nsuperior advertising, marketing, promotional and other resources. To the extent that such competitors utilize any competitive advantages\nin markets where our business is more highly concentrated, the negative impact on our business may increase over time. In addition to\npotentially reducing the number of new customers we are able to originate, increased competition could also result in increased customers\nacquisition costs and higher attrition rates that would negatively impact us over time. The benefit offered to larger competitors from\neconomies of scale and other lower costs may be magnified by an economic downturn in which customers put a greater emphasis on lower cost\nproducts or services. In addition, we face competition from regional competitors that concentrate their capital and other resources in\ntargeting local markets.\n\n \n\n5\n\n \n\nTo stay competitive, we focus\non quality, innovation, expertise, effective channels to market, breadth of product offering and price. We may be unable to effectively\ncompete on all these bases. If we are unable to anticipate evolving trends in the market or the timing and scale of our competitors’\nactivities and initiatives, the demand for our products and services could be negatively impacted. In addition, we compete in an industry\nthat is experiencing the convergence of mechanical, electronic and digital products. Technology and innovation play significant roles\nin the competitive landscape. Our success depends, in part, upon the research, development and implementation of new technologies and\nproducts including obtaining, maintaining and enforcing necessary intellectual property protections. Securing and maintaining key partnerships\nand alliances, recruiting and retaining highly skilled and qualified employee talent and having access to technologies, services, intellectual\nproperty and solutions developed by others will play a significant role in our ability to effectively compete. The continual development\nof new technologies by existing and new competitors, including non-traditional competitors with significant resources, could adversely\naffect our ability to sustain operating margins and desirable levels of sales volumes. To remain competitive, we must develop new products\nand service offerings and respond to new technologies in a timely manner.\n\n \n\n**Our monitoring security facilities will\ncall the police and fire departments when emergencies arise. If the police and fire departments fail or delay responding to our calls,\nour business and reputation could be adversely affected.**\n\n \n\nOur monitoring security facilities\nwill call the police and fire departments when emergencies arise. If the police and fire departments fail to respond or delay responding\nto our calls, our customers may suffer economically and incur physical injuries. In such instances, we may be subject to legal liability\nby potential lawsuits against us. As a result, our brand reputation would be damaged. Such events could adversely affect our ability to\nattract and retain customers and could negatively impact our business, financial condition, results of operations, and cash flow.\n\n \n\n**Our insurance policies may not cover all\nof our operating risks and a casualty loss beyond the limits of our coverage could negatively impact our business.**\n\n \n\nWe are subject to all of\nthe operating hazards and risks normally incidental to the provision of our products and services and business operations. We maintain\ninsurance policies in such amounts and with such coverage and deductibles as required by law and that we believe are reasonable and prudent.\nNevertheless, such insurance may not be adequate to protect us from all the liabilities and expenses that may arise from claims for personal\ninjury, death or property damage arising in the ordinary course of our business and current levels of insurance may not be able to be\nmaintained or available at economical prices. If a significant liability claim is brought against us that is not covered by insurance,\nthen we may have to pay the claim with our own funds, which could have a material adverse effect on our business, financial condition,\ncash flows or results of operations.\n\n \n\n**We will be subject to risks related to currency\nexchange rate fluctuations as we plan to expand our business internationally, and such risks may have an adverse effect on our business,\nfinancial condition, results of operations and cash flows.**\n\n \n\nWe expect sales to non-Singaporean\ncustomers to represent a significant portion of our revenues in the future. Although we may enter into currency exchange contracts to\nreduce our risk related to currency exchange fluctuations, changes in the relative fair values of currencies occur from time to time.\nWe do not hedge against all our currency exposure, and therefore, our results of operations will continue to be susceptible to impacts\nfrom currency fluctuations. Further, we may invoice customers in a currency other than its functional currency or may be invoiced by suppliers\nin a currency other than its functional currency, which could result in unfavorable translation effects on our results of operations.\n\n \n\n6\n\n \n\n**Shareholder and customer emphasis on environmental,\nsocial, and governance responsibility may impose additional costs on us or expose us to new risks.**\n\n \n\nOur shareholders, customers\nand employees continue to expect a more proactive response to environmental, social, and governance (“ESG”) matters. We may\nincur increased costs and may be exposed to new risks responding to these higher expectations. Although we believe that our emphasis on\nESG priorities can help drive sustainable business practices that are crucial to our long-term growth, we may face reputational challenges\nin the event that we are unable to achieve these goals or our ESG standards do not meet those set by certain constituencies. These reputational\nchallenges could have a material adverse effect on our business, financial condition, results of operations and cash flows.\n\n \n\n**Our strategic initiatives, including enterprise\nexcellence efforts among other significant capital expenditure projects, may not achieve the improvements or financial returns we expect.**\n\n** **\n\nWe utilize a number of tools\nto improve efficiency and productivity. Implementation of new processes to our operations could cause disruptions and may prove to be\nmore difficult, costly or time-consuming than expected. Additionally, from time to time we undertake substantial capital projects for\nvarying reasons, such as to increase production capacity or to insource certain products, parts or components. We invest in areas we believe\nbest align with our business strategies and that will optimize future returns. However, there can be no assurance that all our planned\nenterprise excellence projects or other capital expenditures will be fully implemented, or if implemented, will realize the expected improvements\nor financial returns.\n\n \n\n**We may pursue additional business opportunities\nand may decide to eliminate or acquire certain businesses, which could expose us to additional risks.**\n\n \n\nWe frequently evaluate strategic\nopportunities both within and outside our existing lines of business. We expect from time to time to pursue additional business opportunities\nand may decide to eliminate or acquire certain businesses, products or services or expand into new channels or industries. Such acquisitions\nor dispositions could be material. There are various risks and uncertainties associated with potential acquisitions and divestitures,\nincluding: (1) availability of financing; (2) difficulties related to integrating previously separate businesses into a single unit, including\nproduct and service offerings, distribution and operational capabilities and business cultures; (3) general business disruption; (4) managing\nthe integration process; (5) diversion of management’s attention from day-to-day operations, assumption of costs and liabilities\nof an acquired business, including unforeseen or contingent liabilities or liabilities in excess of the amounts estimated; (7) failure\nto realize anticipated benefits and synergies, such as cost savings and revenue enhancements; (8) potentially substantial costs and expenses\nassociated with acquisitions and dispositions; (9) potential increases in compliance costs; (10) failure to retain and motivate key employees;\nand (11) difficulties in applying our internal control over financial reporting and disclosure controls and procedures to an acquired\nbusiness. Any or all of these risks and uncertainties, individually or collectively, could have material adverse effect on our business,\nfinancial condition, cash flow or results of operations. We can offer no assurance that any such strategic opportunities will prove to\nbe successful. Additionally, any new product or service offerings could require developmental investments or have higher cost structures\nthan our current arrangements, which could reduce operating margins and require more working capital. Moreover, expansion into any new\nindustry or channel could result in higher compliance costs as we may become subject to laws and regulations to which we are not currently\nsubject.\n\n \n\n**From time to time, we are subject to claims\nfor infringing, misappropriating or otherwise violating the intellectual property rights of others and will be subject to such claims\nin the future, which could have an adverse effect on our business and operations.**\n\n \n\nWe cannot be certain that\nour products and services or those of third parties that we incorporate into our offerings do not and will not infringe the intellectual\nproperty rights of others. Many of our competitors and others may now and in the future have significantly larger and more mature patent\nportfolios than we have. From time to time, we are subject to claims based on allegations of infringement, misappropriation or other violations\nof the intellectual property rights of others, including litigation brought by special purpose or so-called “non-practicing”\nentities that focus solely on extracting royalties and settlements by enforcing intellectual property rights and against whom our patents\nmay therefore provide little or no deterrence or protection.\n\n \n\n7\n\n \n\nRegardless of their merits,\nintellectual property claims divert the attention of our personnel and are often time- consuming and expensive. In addition, to the extent\nclaims against us are successful, we may have to pay substantial monetary damages or discontinue or modify certain products or services\nthat are found to infringe another party’s rights or enter into licensing agreements with costly royalty payments. Defending against\nclaims of infringement, misappropriation or other violations or being deemed to be infringing, misappropriating or otherwise violating\nthe intellectual property rights of others could impair our ability to innovate, develop, distribute and sell our current and planned\nproducts and services.\n\n \n\nAlthough third parties may\noffer a license to their technology or other intellectual property, the terms of any offered license may not be acceptable, and the failure\nto obtain a license or the costs associated with any license could cause our business, financial condition and results of operations to\nbe materially and adversely affected. In addition, some licenses may be non-exclusive, and therefore our competitors may have access to\nthe same technology licensed to us. If a third party does not offer us a license to its technology or other intellectual property on reasonable\nterms, or at all, we could be enjoined from continued use of such intellectual property. As a result, we may be required to develop alternative,\nnon-infringing technology, which could require significant time (during which we could be unable to continue to offer our affected products,\nsubscriptions or services), effort, and expense and may ultimately not be successful. Furthermore, a successful claimant could secure\na judgment or we may agree to a settlement that prevents us from distributing certain products, providing certain subscriptions or performing\ncertain services that requires us to pay substantial damages, royalties or other fees. Any of these events could harm our business, financial\ncondition and results of operations. \n\n \n\n**Our inability to acquire necessary intellectual\nproperty or adequately protect our intellectual property could adversely affect our business and results of operation.**\n\n \n\nOur intellectual property,\nincluding our patents, trademarks, copyrights, trade secrets and other proprietary rights, constitutes a significant part of our value.\nOur success depends, in part, on our ability to protect our proprietary technology, brands and other intellectual property against dilution,\ninfringement, misappropriation and competitive pressure by defending our intellectual property rights. To protect our intellectual property\nrights, we rely on a combination of patent, trademark, copyright and trade secret laws and a combination of confidentiality procedures,\ncontractual provisions and other methods, all of which offer only limited protection. In addition, we make efforts to acquire rights to\nintellectual property necessary for our operations. However, there can be no assurance that these measures will be successful in any given\ncase, particularly in those countries where the laws do not protect our proprietary rights as rigorously.\n\n \n\nWe own a portfolio of issued\npatents that relate to our security product and services utilized in our business. We may file additional patent applications in the future.\nThe process of obtaining patent protection is expensive and time-consuming, and we may not be able to prosecute all necessary or desirable\npatent applications at a reasonable cost or in a timely manner all the way through to the successful issuance of a patent. We may choose\nnot to seek patent protection for certain innovations and may choose not to pursue patent protection in certain jurisdictions. In addition,\nissuance of a patent does not guarantee that we have an absolute right to practice the patented invention.\n\n \n\nIf we fail to acquire the\nnecessary intellectual property rights or adequately protect or assert our intellectual property rights, competitors may dilute our brands\nor manufacture and market similar products and services or convert our customers, which could adversely affect our market share and results\nof operations. We may not receive patents or trademarks for all our pending patent and trademark applications, and existing or future\npatents or licenses may not provide competitive advantages for our products and services. Furthermore, it is possible that our patent\napplications may not issue as granted patents, that the scope of our issued patents will be insufficient or not have the coverage originally\nsought, or that our issued patents will not provide us with any competitive advantages. Our competitors may challenge, invalidate or avoid\nthe application of our existing or future intellectual property rights that we obtain or license. In addition, patent rights may not prevent\nour competitors from developing, using or selling products or services that are similar to or address the same market as our products\nand services. The loss of protection for our intellectual property rights could reduce the market value of our brands and our products\nand services, reduce new customers originations or upgrade sales to existing customers, lower our profits, and could have a material adverse\neffect on our business, financial condition, cash flows or results of operations.\n\n \n\n8\n\n \n\nOur policy is to require\nour employees that were hired to develop material intellectual property included in our products to execute written agreements in which\nthey assign to us their rights in potential inventions and other intellectual property created within the scope of their employment (or,\nwith respect to consultants and service providers, their engagement to develop such intellectual property), but we cannot assure you that\nwe have adequately protected our rights in every such agreement or that we have executed an agreement with every such party. Finally,\nin order to benefit from the protection of patents and other intellectual property rights, we must monitor and detect infringement, misappropriation\nor other violations of our intellectual property rights and pursue infringement, misappropriation or other claims in certain circumstances\nin relevant jurisdictions, all of which are costly and time-consuming. As a result, we may not be able to obtain adequate protection or\nto effectively enforce our issued patents or other intellectual property rights.\n\n \n\nIn addition to patents and\nregistered trademarks, we rely on trade secret rights, copyrights and other rights to protect our unpatented proprietary intellectual\nproperty and technology. Despite our efforts to protect our proprietary technologies and our intellectual property rights, unauthorized\nparties, including our employees, consultants, or service providers, may attempt to copy aspects of our products or obtain and use our\ntrade secrets or other confidential information. We generally enter into confidentiality agreements with our employees and third parties\nthat have access to our material confidential information, and generally limits access to and distribution of our proprietary information\nand proprietary technology through certain procedural safeguards. These agreements may not effectively prevent unauthorized use or disclosure\nof our intellectual property or technology, could be breached or otherwise may not provide meaningful protection for our trade secrets\nand know-how related to the design, manufacture or operation of our products and may not provide an adequate remedy in the event of unauthorized\nuse or disclosure. We cannot assure you that the steps taken by us will prevent misappropriation of our intellectual property or technology\nor infringement of our intellectual property rights. Competitors may independently develop technologies or products that are substantially\nequivalent or superior to our solutions or that inappropriately incorporate our proprietary technology into their products or they may\nhire our former employees who may misappropriate our proprietary technology or misuse our confidential information. In addition, if we\nexpand the geography of our service offerings, the laws of some foreign countries where we may do business in the future do not protect\nintellectual property rights and technology to the same extent as the laws of Singapore, and these countries may not enforce these laws\nas diligently as government agencies and private parties in Singapore.\n\n \n\nFrom time to time, legal\naction by us may be necessary to enforce our patents and other intellectual property rights, to protect our trade secrets, to determine\nthe validity and scope of the intellectual property rights of others or to defend against claims of infringement, misappropriation or\ninvalidity. Such litigation could result in substantial costs and diversion of resources and could negatively affect our business, operating\nresults and financial condition. If we are unable to protect our intellectual property and technology, we may find ourselves at a competitive\ndisadvantage to others who need not incur the additional expense, time and effort required to create the innovative products that have\nenabled us to be successful to date.\n\n \n\n**Unauthorized use of our brand names by third\nparties, and the expenses incurred in developing and preserving the value of our brand names, may materially adversely affect our business.**\n\n \n\nOur brand names are critical\nto our success. Unauthorized use of our brand names by third parties may materially adversely affect our business and reputation, including\nthe perceived quality and reliability of our products and services. We rely on patents, trademark law, company brand name protection policies,\nand agreements with our employees, customers, business partners, and others to protect the value of our brand names. Despite our precautions,\nwe cannot provide assurance that those procedures are sufficiently effective to protect against unauthorized third-party use of our brand\nnames. Third parties may use our brand names to engage in fraudulent activities, including unauthorized telemarketing conducted in our\nnames to induce our existing customers to switch to competing service providers, lead generation activities for competitors, and obtaining\npersonally identifiable or personal financial information. Third parties sometimes use our names and trademarks, or other confusingly\nsimilar variations thereof, in other contexts that may impact our brands. We may not be successful in detecting, investigating, preventing,\nor prosecuting all unauthorized third-party use of our brand names. Future litigation with respect to such unauthorized use could also\nresult in substantial costs and diversion of our resources. These factors could materially adversely affect our reputation, business,\nfinancial condition, results of operations, and cash flows.\n\n \n\n9\n\n \n\n**We may be subject to class action and other\nlawsuits which may harm our business and results of operations.**\n\n \n\nWe may be subject to litigation\ninvolving alleged violations of privacy, consumer protection laws, employment laws, or other matters. In addition, if we successfully\nlaunch our initial public offering, we may in the future be subject to securities litigation that may be lengthy and may result in substantial\ncosts and a diversion of management’s attention and resources. Results cannot be predicted with certainty, and an adverse outcome\nin such litigation could result in monetary damages or injunctive relief that could materially adversely affect our business, financial\ncondition, results of operations, and cash flows.\n\n \n\nIn addition, we are currently\nand may in the future become subject to legal proceedings and commercial or contractual disputes other than class actions. These are typically\nclaims that arise in the normal course of business including, without limitation, commercial general liability claims, automobile liability\nclaims, contractual disputes, worker’s compensation claims, labor law and employment claims, personal injuries, property damage,\nand claims that we infringed on the intellectual property of others. There is a possibility that such claims may have a material adverse\neffect on our business, financial condition, results of operations, and cash flows that is greater than we anticipate and/or negatively\naffect our reputation.\n\n \n\n**Our historical performance in revenues and\nother operating and financial results should not be considered indicative of our future performance.**\n\n \n\nPrior growth rates in revenues\nand other operating and financial results should not be considered indicative of our future performance. Revenue for the years ended\nDecember 31, 2025, 2024 and 2023 was US$12,475,443, US$10,490,668 and US$10,655,993, respectively. For the same years, we incurred a\nnet profit/(loss) of US$(15,202,384), US$(83,623,097) and US$994,194, respectively. Our future performance and operating results depend\non, among other things: (1) our ability to renew and/or upgrade contracts with existing customers and maintain customers satisfaction\nwith existing customers; (2) our ability to generate new customers; (3) our ability to increase the density of our customers base for\nexisting service locations or continue to expand into new geographic markets; (4) our ability to successfully develop and market new\nand innovative products and services; (5) the level of product, service and price competition; (6) the degree of saturation in, and our\nability to further penetrate, existing markets; (7) our ability to manage growth, revenues, origination or acquisition costs of new customers\nand attrition rates, the cost of servicing our existing customers and general and administrative costs; and (8) our ability to attract,\ntrain and retain qualified employees. If our future operating and financial results suffer as a result of any of the other reasons mentioned\nabove, or any other reasons, there could be a material adverse effect on our business, financial condition, cash flows or results of\noperations.\n\n \n\n**The security of our information and technology\nnetworks is critical to the safety of our customers and success of our business, and failure to maintain the security of our information\nand technology networks could damage our brand reputation and adversely affect our business.**\n\n \n\nWe rely on information technology\nnetworks and systems, including the internet, to monitor and maintain security of the properties that we serve. If we experience disruption\nor if there are security breaches of our information and technology networks, we may be unable to detect irregularities and emergencies\nthat could occur on the properties we have contracted to protect. Such failure could expose us to substantial economic and legal liability.\nIn addition, we also process, transmit and store electronic information and, in the normal course of our business, we collect and retain\ncertain information pertaining to our distributors, customers, partners and employees, including personal information.\n\n \n\nIf security breaches in connection\nwith the delivery of our solutions allow unauthorized third parties to access any of this data or obtain control of our systems, our reputation,\nbusiness, financial condition, cash flows and results of operations could be harmed.\n\n \n\nThe legal, regulatory and\ncontractual environment surrounding information security, privacy and credit card fraud is constantly evolving and companies that collect\nand retain such information are under increasing attack by cyber-criminals around the world. Further, as the regulatory focus on privacy\nissues continues to increase and worldwide laws and regulations concerning the protection of data and personal information expand and\nbecome more complex, these potential risks to our business will intensify. A significant actual or potential theft, loss, fraudulent use\nor misuse of distributors, customers, employee or other personally identifiable data, whether by third parties or as a result of employee\nmalfeasance or otherwise, non-compliance with our contractual or other legal obligations regarding such data or a violation of our privacy\nand security policies with respect to such data could result in loss of confidential information, damage to our reputation, early termination\nof our business relationships, litigation, regulatory investigations or actions and other liabilities or actions against us, including\nsignificant fines by governmental authorities, and private claims by companies and individuals for violation of data privacy and security\nregulations.\n\n \n\n10\n\n \n\nIn addition, cyber-attacks\nfrom computer hackers and cyber criminals and other malicious internet-based activity continue to increase generally, and perpetrators\nof cyber-attacks may be able to develop and deploy viruses, worms, ransomware, malware, DNS attacks, wireless network attacks, attacks\non our cloud networks, phishing attempts, social engineering attempts, distributed denial of service attacks and other advanced persistent\nthreats or malicious software programs that attack our products and services, our networks and network endpoints or otherwise exploit\nany security vulnerabilities of our products, services and networks. Techniques used to obtain unauthorized access or to sabotage systems\nchange frequently and generally are not recognized until launched against a target. As a result, we may be unable to anticipate these\ntechniques or to implement adequate preventative measures. We cannot be certain that advances in cyber-capabilities or other developments\nwill not compromise or breach the technology protecting the networks that access our platforms and solutions, and we can make no assurance\nthat we will be able to detect, prevent, timely and adequately address or mitigate the negative effects of cyber-attacks or other security\nbreaches. If any one of these risks materializes, our business, financial condition, cash flows or results of operations could be materially\nand adversely affected.\n\n \n\n**We must successfully upgrade and maintain\nour information technology systems.**\n\n \n\nWe rely on various information\ntechnology systems to manage our operations. As necessary, we implement modifications and upgrades to these systems, and replace certain\nof our legacy systems with successor systems with new functionality.\n\n \n\nThere are inherent costs\nand risks associated with modifying or changing these systems and implementing new systems, including potential disruption of our internal\ncontrol structure, substantial capital expenditures, additional administration and operating expenses, retention of sufficiently skilled\npersonnel to implement and operate the new systems, demands on management time and other risks and costs of delays or difficulties in\ntransitioning to new systems or of integrating new systems into our current systems. While management seeks to identify and remediate\nissues, we can provide no assurance that our identification and remediation efforts will be successful or that we will not encounter additional\nissues as we complete the implementation of these and other systems. In addition, our information technology system implementations may\nnot result in productivity improvements at a level that outweighs the costs of implementation, or at all. The implementation of new information\ntechnology systems may also cause disruptions in our business operations and have an adverse effect on our business, cash flows and operations.\n\n \n\n**We rely on third-party providers of telecommunication\ntechnologies and services for our monitoring operations.**\n\n \n\nOur monitoring services depend\nupon third-party cellular and other telecommunications providers to communicate signals to and from our customers in a timely, cost-efficient\nand consistent manner. The failure of one or more of these providers to transmit and communicate signals in a timely manner could affect\nour ability to provide services to our customers. There can be no assurance that third-party telecommunications providers and signal processing\ncenters will continue to transmit and communicate signals to or from our third-party providers and the monitoring stations without disruption.\nAny such disruption, particularly one of a prolonged duration, could have a material adverse effect on our business. In addition, failure\nto renew contracts with existing providers or to contract with other providers on commercially acceptable terms or at all may adversely\nimpact our business.\n\n \n\n**We rely on certain third-party providers\nof licensed software and services integral to the operations of our business.**\n\n \n\nCertain aspects of the operation\nof our business depend on third-party software and service providers. We rely on certain software technology that we license from third\nparties and use in our products and services to perform key functions and provide critical functionality. With regard to licensed software\ntechnology, we are, to a certain extent, dependent upon the ability of third parties to maintain, enhance or develop their software and\nservices on a timely and cost-effective basis, to meet industry technological standards and innovations to deliver software and services\nthat are free of defects or security vulnerabilities, and to ensure their software and services are free from disruptions or interruptions.\nFurther, these third-party services and software licenses may not always be available to us on commercially reasonable terms or at all.\n\n \n\n11\n\n \n\nIf our agreements with third-party\nsoftware or services vendors are not renewed or the third-party software or services become obsolete, fail to function properly, are incompatible\nwith future versions of our products or services, are defective or otherwise fail to address our needs, there is no assurance that we\nwould be able to replace the functionality provided by the third-party software or services with software or services from alternative\nproviders. Any of these factors could have a material adverse effect on our financial condition, cash flows or results of operations.\n\n \n\n**Reliance on external security vendors may\nincrease our operational and financial risks.**\n\n \n\nOur Company increasingly\nrelies on external security vendors to supply and deploy security personnel to meet the specific needs of our customers. This reliance\nis due, in part, to fluctuating demand and the operational flexibility these vendors offer. However, outsourcing security personnel carries\nseveral operational and financial risks. External vendors may have different standards for training, oversight, and compliance, potentially\nimpacting the consistency and quality of our security services. This reduced control can lead to lapses in service quality, compliance\nissues, and reputational risks if vendors fail to meet customer expectations or our internal standards. Additionally, as external vendor\nfees and labor costs fluctuate, our dependence on outsourced security guards could lead to increased operational costs, adversely affecting\nour profit margins and financial stability.\n\n \n\nThe need to subcontract security\npersonnel may also reflect challenges in customer adoption of our technology solutions, which are designed to reduce reliance on manual\nlabor and improve efficiency. As digitalization of security services progresses, customers who resist these changes or prefer traditional,\nlabor-intensive security methods may opt for services that are less dependent on technology, potentially impacting our competitive position\nin the market. If our efforts to drive customer adoption of technology-based solutions are unsuccessful, or if resistance to technological\nintegration remains high, our ability to maintain and grow our customer base could be compromised, affecting both our business model and\nfinancial results.\n\n \n\n**The loss or changes to our senior management\ncould disrupt our business.**\n\n \n\nCompetition for senior management\ntalent having security experience has increased. Factors that impact our ability to attract and retain senior management include compensation\nand benefits and our successful reputation as a top provider in these industries. Our success partly depends on our senior management\nand key employees’ ability to effectively implement our business strategies and to continue to identify and grow talent through\nour annual strategic talent planning process. In addition, the success of each of our segments depends on a highly qualified leader with\nrelevant industry and operational experience, as well as its entire management team. The unexpected loss of any member of our senior management\nteam and the related loss of their knowledge of products, offerings, and industry experience, and the difficulty of quickly finding qualified\nsenior management talent to replace any such loss, could have a material adverse effect on our business, financial condition, results\nof operations, and cash flows.\n\n \n\n**We may be adversely affected by global economic\nand political instability.**\n\n \n\nAs we seek to continue to\nexpand our business, our overall performance will depend in part on worldwide economic and geopolitical conditions. Economies domestically\nand internationally have been affected from time to time by falling demand for a variety of goods and services, restricted credit, poor\nliquidity, reduced corporate profitability, employment pressures in services sectors, volatility in credit, equity and foreign exchange\nmarkets, bankruptcies and outbreaks of variants of COVID-19, as well as war between Russia and Ukraine, conflict between Israel and Gaza,\nterrorist activity, political or social unrest, civil strife and other geopolitical uncertainty, and the resulting impact on business\ncontinuity and travel, supply chain disruptions, inflation, security issues, and overall uncertainty with respect to the economy, including\nwith respect to tariff and trade issues. To the extent that inflationary pressures and other global factors lead to an economic recession,\ndemand for our solutions, our business and financial condition could be negatively impacted.\n\n \n\nThe U.S. and global markets\nare experiencing volatility and disruption following the escalation of geopolitical tensions and ongoing or recent military conflict between\nRussia and Ukraine, and between Israel and Hamas. In February 2022, Russia launched a full-scale military invasion of Ukraine. In February\n2026, the United States and Israel launched their aerial attacks of Iran. Although the length and impact of the ongoing military conflicts\nare highly unpredictable, these conflicts could lead to market disruptions, including significant volatility in commodity prices, availability\nof the credit markets and capital markets. These military actions and the resulting sanctions could adversely affect the global economy\nand financial markets and lead to instability and lack of liquidity in capital markets, potentially making it more difficult for us to\nobtain additional funds. Any of the abovementioned factors could affect our business, prospects, financial condition, and operating results.\n\n \n\n12\n\n \n\nIn addition, inflation rates\nglobally have increased rapidly in the past several years, which may result in decreased demand for our products and services, increases\nin our operating costs including our labor costs, constrained credit and liquidity, and volatility in financial markets. There continues\nto be uncertainty in the changing market and economic conditions, including the possibility of additional measures that could be taken\nby central banks and other government agencies. All of the abovementioned factors could have an adverse impact on our financial results.\n\n \n\n**Risks Relating to Regulatory Compliance**\n\n \n\n**Increasing legislative and regulatory initiatives\non cybersecurity and data privacy regulations could adversely impact our business and financial results.**\n\n \n\nDuring our operations, we\ngather, process, transmit and store sensitive information, including personal, payment, credit and other confidential and private information.\nWe may use some of this information for operational and marketing purposes while operating our business.\n\n \n\nAs we plan to enter North\nAmerica, Malaysia and Australia markets, our collection, retention, transfer and use of this information will be governed by Singaporean\nand foreign laws and regulations relating to privacy, data protection and information security, industry standards and protocols, or it\nmay be asserted that such industry standards or protocols apply to us. The regulatory framework for privacy and information security issues\nworldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future. For example, in the United States, federal\nand various state and provincial governmental bodies and agencies have adopted or are considering adopting laws and regulations limiting,\nor laws and regulations regarding the collection, distribution, use, disclosure, storage, and security of certain categories of information.\nThese new laws and regulations may also impact the way we design and develop new technology solutions. Some of these requirements include\nobligations of companies to notify individuals of security breaches involving particular personal information, which could result from\nexploitation of a vulnerability in our systems or services or breaches experienced by our service providers and/or partners. For example,\nin the State of California, the California Consumer Privacy Act (“CCPA”) provides for enhanced consumer protections for California\nresidents, a private right of action for data breaches of certain personal information and statutory fines and damages for such data breaches\nor other CCPA violations, as well as a requirement of “reasonable” cybersecurity. In addition, in November 2020, California\nvoters passed the California Privacy Rights and Enforcement Act of 2020, which amends and expands the CCPA with additional data privacy\ncompliance requirements and establishes a regulatory agency dedicated to enforcing those requirements. We are also subject to state and\nfederal laws and regulations regarding telemarketing and other telephonic communications and state and federal laws regarding unsolicited\ncommercial emails, as well as regulations relating to automated telemarketing calls, texts or SMS messages.\n\n \n\nMany jurisdictions have established\ntheir own data security and privacy legal and regulatory frameworks with which we must comply to the extent our operations expand into\nthese geographies or the laws and regulations in these frameworks otherwise may be interpreted to apply to us. Laws and regulations in\nthese jurisdictions apply broadly to the collection, use, storage, disclosure and security of data that identifies or may be used to identify\nor locate an individual, such as names, email addresses and, in some jurisdictions, internet protocol addresses. We are also bound by\ncontractual requirements relating to privacy, data protection and information security, and may agree to additional contractual requirements\naddressing these matters from time to time.\n\n \n\nOur compliance with these\nvarious requirements increases our operating costs, and additional laws, regulations, standards or protocols (or new interpretations of\nexisting laws, regulations, standards or protocols) in these areas may further increase our operating costs, require us to take on additional\nprivacy and data security related obligations in our contracts and adversely affect our ability to effectively market our products and\nservices. In view of new or modified legal obligations relating to privacy, data protection or information security, or any changes in\ntheir interpretation, we may find it necessary or desirable to fundamentally change our business activities and practices or to expend\nsignificant resources to modify our products and services and otherwise adapt to these changes. We may be unable to make such changes\nand modifications in a commercially reasonable manner or at all, and our ability to develop new services and features could be limited.\n\n \n\n13\n\n \n\nFurther, our failure or perceived\nfailure to comply with any of these laws, regulations, standards, protocols or other obligations could result in a loss of customer data,\nfines, sanctions and other liabilities and additional restrictions on our collection, transfer or use of customer data. In addition, our\nfailure to comply with any of these laws, regulations, standards, protocols or other obligations could result in a material adverse effect\non our reputation, customer attrition, new customer origination, financial condition, cash flows or results of operations.\n\n \n\n**As we expand globally, we will be subject\nto more regulation by various governmental agencies.**\n\n \n\nOur expansion plan includes\nentering the security service markets in North America, Malaysia, Australia, and more. As we expand our business into other countries,\nwe will be subject to regulation by various federal, state, local and foreign governmental agencies, including, but not limited to, Personal\nData Protection Act 2012 (PDPA), Infocomm Media Development Authority (IMDA), Regulations on Labor, Road Traffic Act 1961 and Workplace\nSafety and Health Act 2006.\n\n \n\nApart from the Private Security\nIndustry Act 2007 and its subsidiary legislation, our business operations are not subject to any special legislation or regulatory controls\nother than those generally applicable to companies and businesses incorporated and/or operating in Singapore.\n\n \n\nChanges in laws that apply\nto us could result in increased regulatory requirements and compliance costs which could harm our business, financial condition, cash\nflows and results of operations. In certain jurisdictions, regulatory requirements may be more stringent than in Singapore. Noncompliance\nwith applicable regulations or requirements could subject us to whistleblower complaints, investigations, sanctions, settlements, mandatory\nproduct recalls, enforcement actions, disgorgement of profits, fines, damages, civil and criminal penalties or injunctions, suspension\nor debarment from contracting with certain governments or other customers, the loss of export privileges, multi-jurisdictional liability,\nreputational harm, and other collateral consequences. If any governmental or other sanctions are imposed, or if we do not prevail in any\npossible civil or criminal litigation, our business, financial condition, cash flows and results of operations could be materially harmed.\nIn addition, responding to any action will likely result in a materially significant diversion of management’s attention and resources\nand an increase in defense costs and other professional fees.\n\n \n\n**The PCAOB had historically been unable to\ninspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections\nof our auditor in the past has deprived our investors with the benefits of such inspections.**\n\n** **\n\nOur current auditor, Guangdong\nProuden CPAs GP, the independent registered public accounting firm that issues the audit report included elsewhere in this annual report,\nas an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to PCAOB’s\nregular inspections to assess its compliance with the applicable professional standards. Guangdong Prouden CPAs GP is headquartered in\nmainland China, a jurisdiction where the PCAOB was historically unable to conduct inspections and investigations completely before 2022,\nand is subject to inspection by the PCAOB on a regular basis.\n\n \n\nOur current auditor is not\nidentified in the report issued by PCAOB on December 16, 2021 as a firm subject to the PCAOB’s determination. As a result, we and\ninvestors in our Class A Ordinary Shares were deprived of the benefits of such PCAOB inspections. The inability of the PCAOB to conduct\ninspections of auditors in mainland China in the past has made it more difficult to evaluate the effectiveness of our independent registered\npublic accounting firm’s audit procedures or quality control procedures as compared to auditors outside of China that are subject\nto the PCAOB inspections. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed\nmainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public\naccounting firms. However, if the PCAOB determines in the future that it no longer has full access to inspect and investigate completely\naccounting firms in mainland China and Hong Kong, and we use an accounting firm headquartered in one of these jurisdictions to issue an\naudit report on our financial statements filed with the Securities and Exchange Commission, we and investors in our Class A Ordinary Shares\nwould be deprived of the benefits of such PCAOB inspections again, which could cause investors and potential investors in our ADSs to\nlose confidence in our audit procedures and reported financial information and the quality of our financial statements.\n\n \n\n14\n\n \n\n**Risks Relating to Our Class A Ordinary Shares**\n\n \n\n**Our dual class voting structure has the\neffect of concentrating the voting control to holders of our Class B Ordinary Shares, which will limit or preclude your ability to influence\ncorporate matters, and your interests may conflict with the interests of these shareholders. It may also adversely affect the trading\nmarket for our Class A Ordinary Shares due to exclusion from certain stock market indices and depress the trading price of our Class A\nOrdinary Shares.**\n\n \n\nWe adopted a dual class voting\nstructure such that our ordinary shares consist of Class A Ordinary Shares and Class B Ordinary Shares. Class B Ordinary Shares are entitled\nto 100 votes per share on proposals requiring or requesting shareholder approval, and Class A Ordinary Shares are entitled to one vote\non any such matter. Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder thereof. Class\nA Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. Other than as to voting and conversion rights,\nClass B Ordinary Shares and Class A Ordinary Shares have the same rights and rank pari passu with one another, including the rights to\ndividends and other capital distribution.\n\n \n\nAs of the date of this annual\nreport, Mr. Swee Kheng Chua, our Co-Chief Executive Officer and Chairman of the Board, retains controlling voting power in the Company\nbased on having approximately 89.4% of the combined voting power of our outstanding ordinary shares. Because of the one hundred-to-one\nvoting ratio between our Class B and Class A Ordinary Shares, Mr. Swee Kheng Chua, will have the ability to control the outcome of most\nmatters requiring shareholder approval, including:\n\n \n\n \n●\nthe election of our Board and, through our Board, decision making with respect to our business direction and policies, including the appointment and removal of our officers;\n\n \n\n \n●\nmergers, de-mergers and other significant corporate transactions;\n\n \n\n \n●\nchanges to our constitution; and\n\n \n\n \n●\nour capital structure.\n\n \n\nThis voting control and influence\nmay discourage transactions involving a change of control of the Company, including transactions in which you, as a holder of our Class\nA Ordinary Shares, might otherwise receive a premium for your shares.\n\n \n\nS&P Dow Jones and FTSE\nRussell have implemented changes to their eligibility criteria for inclusion of shares of public companies on certain indices, including\nthe S&P 500, namely, to exclude companies with multiple classes of ordinary shares from being added to such indices. In addition,\nseveral shareholder advisory firms have announced their opposition to the use of multiple class structures. As a result, the dual class\nstructure of our ordinary shares may prevent the inclusion of the Class A Ordinary Shares in such indices and may cause shareholder advisory\nfirms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure.\nAny such exclusion from indices could result in a less active trading market for our Class A Ordinary Shares. Any actions or publications\nby shareholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value\nof the Class A Ordinary Shares. As a result, the market price of our Class A Ordinary Shares could be materially adversely affected.\n\n** **\n\n**Future issuance of ordinary shares will\nresult in additional dilution of the percentage ownership of our shareholders and could cause the price of the Class A Ordinary Shares\nto fall.**\n\n \n\nWe may need additional capital\nin the future to finance our operations. We may sell ordinary shares, convertible securities or other equity securities in one or more\ntransactions at prices and in a manner we determine from time to time. Furthermore, we may issue additional ordinary shares in connection\nwith the grant of equity awards to employees under our equity incentive plans. Any such issuance of additional shares may cause shareholders\nto experience significant dilution of their ownership interests and the value of our securities to decline.\n\n \n\n15\n\n \n\n**The trading price of our Class A Ordinary\nShares may be volatile, which could result in substantial losses to investors.**\n\n \n\nThe trading price of our\nClass A Ordinary Shares will be volatile and could fluctuate widely. Many factors that are beyond our control may materially adversely\naffect the market price and marketability of our Class A Ordinary Shares and our ability to raise capital through equity financings. These\nfactors include the following:\n\n \n\n \n●\nregulatory developments affecting us or our industry;\n\n \n\n \n●\nvariations in our revenues, earnings, cash flow and data related to our operations;\n\n \n\n \n●\nchanges in market condition, market potential and competitive landscape;\n\n \n\n \n●\nannouncements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors;\n\n \n \n \n\n \n●\nfluctuations in global and Singaporean and global economies;\n\n \n \n \n\n \n●\nchanges in financial estimates by securities analysts;\n\n \n \n \n\n \n●\nadverse publicity about us or our industry;\n\n \n \n \n\n \n●\nadditions or departures of key personnel and senior management;\n\n \n \n \n\n \n●\nrelease of lock-up or\nother transfer restrictions on our outstanding equity securities or sales of additional equity securities; and\n\n \n \n \n\n \n●\npotential litigation or regulatory investigations.\n\n \n\nIn the past, shareholders\nof public companies have often brought securities class action suits against those companies following periods of instability in the market\nprice of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s\nattention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which\ncould harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our\nability to raise capital in the future. In addition, if a claim is successfully made against us, it may be required to pay significant\ndamages, which could have a material adverse effect on our financial condition and results of operations.\n\n \n\n**Our lack of effective internal controls\nover financial reporting may affect our ability to accurately report our financial results or prevent fraud, which may affect the market\nfor and price of our Class A Ordinary Shares.**\n\n \n\nTo implement Section 404\nof the Sarbanes-Oxley Act of 2002, the SEC adopted rules requiring public companies to include a report of management on the company’s\ninternal control over financial reporting. In connection with the audits of our consolidated financial statements as of December 31, 2025,\n2024 and 2023, we and our independent registered public accounting firms identified certain material weaknesses in our internal control\nover financial reporting U.S. Public Company Accounting Oversight Board (“PCAOB”) of the United States. A “material\nweakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a\nreasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on\na timely basis.\n\n \n\n16\n\n \n\nAs of December 31, 2025,\nour management identified the following material weaknesses in our internal control over financial reporting:\n\n \n\n \n●\nLack of proper training of the accounting staff to ensure consistent application of IFRS as well as compliance with related financial reporting guidelines.\n\n \n\n \n●\nIneffective design of review controls regarding both routine accounting processes and accounting treatments for complex transactions to ensure that accounting transactions are properly recognized and measured in the consolidated financial statements.\n\n \n\nWe intend to implement measures\ndesigned to improve our internal control over financial reporting to address the underlying causes of these material weaknesses, including:\n(i) hiring more qualified staff to fill up the key roles in the operations; and (ii) setting up a financial and system control framework\nwith formal documentation of polices and controls in place.\n\n \n\nWe will be subject to the\nrequirement that we maintain internal controls and that management perform periodic evaluation of the effectiveness of the internal controls.\nEffective internal control over financial reporting is important to prevent fraud. As a result, our business, our financial condition,\nresults of operations and prospects, as well as the market for and trading price of our Class A Ordinary Shares, may be materially and\nadversely affected if we do not have effective internal controls. Before our initial public offering, we were a private company with limited\nresources. As a result, we may not discover any problems in a timely manner and current and potential shareholders could lose confidence\nin our financial reporting, which would harm our business and the trading price of our Class A Ordinary Shares. The absence of internal\ncontrols over financial reporting may inhibit investors from purchasing our Class A Ordinary Shares and may make it more difficult for\nus to raise funds in a debt or equity financing.\n\n \n\n**We are an emerging growth company within\nthe meaning of the Securities Act and may take advantage of certain reduced reporting requirements.**\n\n \n\nWe are an “emerging\ngrowth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various requirements applicable\nto other public companies that are not emerging growth companies including, most significantly, not being required to comply with the\nauditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 for so long as we are an emerging growth company. As\na result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information\nthey may deem important.\n\n \n\nThe JOBS Act also provides\nthat an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a\nprivate company is otherwise required to comply with such new or revised accounting standards. In other words, an “emerging growth\ncompany” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.\nWe have elected to take advantage of the extended transition period. As a result of this election, our future financial statements may\nnot be comparable to other public companies that comply with the public company effective dates for these new or revised accounting standards.\n\n \n\n**As a company incorporated in the BVI, we\nare permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq\nStock Market listing standards.**\n\n \n\nAs a BVI company listed on\nthe Nasdaq Stock Market, we are subject to the Nasdaq Stock Market listing standards, which requires listed companies to have, among other\nthings, a majority of their board members to be independent and independent director oversight of executive compensation and nomination\nof directors. However, Nasdaq Stock Market rules permit a foreign private issuer like us to follow the corporate governance practices\nof its home country. Certain corporate governance practices in the BVI, which is our home country, may differ significantly from the Nasdaq\nStock Market listing standards.\n\n \n\nWe are permitted to elect to rely on home country\npractice to be exempted from the corporate governance requirements. If we choose to follow home country practice in the future, our shareholders\nmay be afforded less protection than they would otherwise enjoy if we complied fully with the Nasdaq Stock Market listing standards.\n\n \n\n17\n\n \n\n**We are a foreign private issuer within the\nmeaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.**\n\n \n\nWe qualify as a foreign private\nissuer under the Exchange Act, and exempt from certain provisions of the securities rules and regulations in the United States that are\napplicable to U.S. domestic issuers, including:\n\n \n\n \n●\nthe rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K;\n\n \n\n \n●\nthe sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act;\n\n \n\n \n●\nthe sections of the Exchange Act imposing liability for insiders who profit from trades made in a short period of time; and\n\n \n \n \n\n \n●\nthe selective disclosure rules by issuers of material nonpublic information under Regulation FD promulgated by SEC.\n\n \n\nWe are required to file an\nannual report on Form 20-F within four months of the end of each fiscal year. However, the information we are required to file with or\nfurnish to the SEC are less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As\na result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S.\ndomestic issuer.\n\n \n\n**We may lose our foreign private issuer status\nin the future, which could result in significant additional costs and expenses to us.**\n\n** **\n\nAs discussed above, we are\na foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements\nof the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an issuer’s\nmost recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to us on June 30, 2025.\nIn the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting securities are owned by\nU.S. residents and (2) a majority of our directors or executive officers are U.S. citizens or residents, or we fail to meet additional\nrequirements necessary to avoid the loss of foreign private issuer status. If we lose our foreign private issuer status, we will be required\nto file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive\nthan the forms available to a foreign private issuer. We will also have to comply with U.S. federal proxy requirements, and all of our\nofficers, directors and 10% shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16\nof the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under\nthe listing rules of the Nasdaq. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional\nlegal, accounting and other expenses that we will not incur as a foreign private issuer.\n\n \n\n**As a controlled company, we are not subject\nto all of the corporate governance rules of the Nasdaq Capital Market.**\n\n \n\nThe “controlled company”\nexception to the rules of the Nasdaq Capital Market provides that a company of which more than 50% of the voting power is held by an individual,\ngroup or another company, a “controlled company,” need not comply with certain requirements of the Nasdaq Capital Market corporate\ngovernance rules. As of the date of this annual report, Mr. Swee Kheng Chua, our Co-Chief Executive Officer and a director of the Company,\nbeneficially owned more than 50% of the voting power of our outstanding ordinary shares. We are a “controlled company” within\nthe meaning of the corporate governance rules of the Nasdaq Capital Market. Controlled companies are exempt from the corporate governance\nrules of the Nasdaq Capital Market requiring that listed companies have (i) a majority of the board of directors consist of “independent”\ndirectors under the listing standards of the Nasdaq Capital Market, (ii) a nominating/corporate governance committee composed entirely\nof independent directors and a written nominating/corporate governance committee charter meeting the requirements of the Nasdaq Capital\nMarket, and (iii) a compensation committee composed entirely of independent directors and a written compensation committee charter meeting\nthe requirements of the Nasdaq Capital Market. We currently utilize and presently intend to continue to utilize these exemptions. As a\nresult, we may not have a majority of independent directors, our nomination and corporate governance committee and compensation committee\nmay not consist entirely of independent directors and such committees may not be subject to annual performance evaluations. Accordingly,\nyou may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements\nof the Nasdaq Capital Market. See “Management.”\n\n \n\n18\n\n \n\n**We do not intend to pay dividends for the\nforeseeable future.**\n\n \n\nWe currently intend to retain\nall remaining funds and future earnings, if any, for the operations and expansion of the business of our operating subsidiaries and do\nnot anticipate declaring or paying any further dividends in the foreseeable future. Any future determination related to our dividend policy\nwill be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements,\ncontractual requirements, business prospects and other factors the board of directors deems relevant and will be subject to the restrictions\ncontained in any future financing instruments.\n\n \n\n**If securities or industry analysts do not\npublish research or reports about our business, or if they publish a negative report regarding our Class A Ordinary Shares, the price\nof our Class A Ordinary Shares and trading volume could decline.**\n\n \n\nThe trading market for our\nClass A Ordinary Shares may depend in part on the research and reports that industry or securities analysts publish about us. We do not\nhave any control over these analysts. If one or more of the analysts who cover us downgrades us, the price of our Class A Ordinary Shares\nwould likely decline. If one or more of these analysts ceases coverage of our Company or fails to regularly publish reports on us, we\ncould lose visibility in the financial markets, which could cause the price of our Class A Ordinary Shares and the trading volume to decline.\n\n \n\n**You may face difficulties in protecting\nyour interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under British\nVirgin Islands law.**\n\n \n\nWe are a company incorporated\nunder the laws of the British Virgin Islands. Our corporate affairs are governed by our Memorandum and Articles, the BVI Act and the common\nlaw of the British Virgin Islands. The rights of shareholders to take action against our directors, actions by our minority shareholders\nand the fiduciary duties of our directors to us under the British Virgin Islands law are to a large extent governed by the common law\nof the British Virgin Islands. The common law of the British Virgin Islands is derived in part from comparatively limited judicial precedent\nin the British Virgin Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but\nare not binding, on a court in the British Virgin Islands. The rights of our shareholders and the fiduciary duties of our directors under\nthe British Virgin Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions\nin the United States. In particular, the British Virgin Islands has a less developed body of securities laws than the United States. Some\nU.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the British Virgin Islands.\nIn addition, British Virgin Islands companies may not have standing to initiate a shareholder derivative action in a federal court of\nthe United States.\n\n \n\nCertain corporate governance\npractices in the British Virgin Islands, where our holding company was incorporated, differ significantly from requirements for companies\nincorporated in other jurisdictions such as the United States. We can rely on home country practice with respect to our corporate governance.\nIf we choose to follow the British Virgin Islands’ practice in the future, our shareholders may be afforded less protection than\nthey otherwise would under rules and regulations applicable to U.S. domestic issuers.\n\n \n\nAs a result of the foregoing,\npublic shareholders may have more difficulties in protecting their interests in the face of actions taken by our management, or members\nof our board of directors than they would as public shareholders of a company incorporated in the United States.\n\n \n\n**If we cannot satisfy, or continue to satisfy,\nthe continued listing requirements and other rules of NASDAQ Capital Market, our Class A Ordinary Shares may not be listed or may be delisted,\nwhich could negatively impact the price of our Class A Ordinary Shares and your ability to sell them.**\n\n \n\nOur Class A Ordinary Shares\nare listed on the Nasdaq Capital Market. We cannot assure you that our Class A Ordinary Shares will continue to be listed on the Nasdaq\nCapital Market.\n\n \n\n19\n\n \n\nIn addition, in order to\nmaintain our listing on the Nasdaq Capital Market, we will be required to comply with certain rules of the Nasdaq Capital Market, including\nthose regarding minimum shareholders’ equity, minimum share price and certain corporate governance requirements. Even if we initially\nmeet the listing requirements and other applicable rules of the Nasdaq Capital Market, we may not be able to continue to satisfy these\nrequirements and applicable rules. If we are unable to satisfy the Nasdaq Capital Market criteria for maintaining our listing, our Class\nA Ordinary Shares could be subject to delisting.\n\n \n\nIf the Nasdaq Capital Market\ndelists our Class A Ordinary Shares from trading, we could face significant consequences, including:\n\n \n\n \n●\na limited availability for market quotations for our Class A Ordinary Shares;\n\n \n \n \n\n \n●\nreduced liquidity with respect to our Class A Ordinary Shares;\n\n \n \n \n\n \n●\na determination that our Ordinary Share is a “penny stock,” which will require brokers trading in our Ordinary Share to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Ordinary Share;\n\n \n \n \n\n \n●\nlimited amount of news and analyst coverage; and\n\n \n \n \n\n \n●\na decreased ability to issue additional securities or obtain additional financing in the future.\n\n \n\n**We will incur significant costs as a result\nof operating as a public company, and our management will devote substantial time to new compliance initiatives. We may fail to comply\nwith the rules that apply to public companies, including Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, which could result\nin sanctions or other penalties that could materially and adversely affect our business, financial condition, results of operations and\nprospects.**\n\n \n\nWe will incur significant\nlegal, accounting and other expenses as a public company, including costs resulting from public company reporting obligations under the\nExchange Act and regulations regarding corporate governance practices. The listing requirements of the Nasdaq Capital Market, and the\nrules of the SEC require that we satisfy certain corporate governance requirements relating to director independence, filing annual and\ninterim reports, stockholder meetings, approvals and voting, soliciting proxies, conflicts of interest and a code of conduct. Our management\nand other personnel will need to devote a substantial amount of time to ensure that we comply with all of these requirements. Moreover,\nthe reporting requirements, rules and regulations will increase our legal and financial compliance costs and will make some activities\nmore time-consuming and costly. Any changes we make to comply with these obligations may not be sufficient to allow us to satisfy our\nobligations as a public company on a timely basis, or at all. These reporting requirements, rules and regulations, coupled with the increase\nin potential litigation exposure associated with being a public company, could also make it more difficult for us to attract and retain\nqualified persons to serve on our board of directors or board committees or to serve as executive officers, or to obtain certain types\nof insurance, including directors’ and officers’ insurance, on acceptable terms.\n\n \n\nWe are subject to Section\n404 and the related rules of the SEC, which generally require our management and independent registered public accounting firm to report\non the effectiveness of our internal control over financial reporting. Beginning with the second annual report that we will be required\nto file with the SEC, Section 404 requires an annual management assessment of the effectiveness of our internal control over financial\nreporting. However, for so long as we remain an emerging growth company as defined in the JOBS Act, we intend to take advantage of certain\nexemptions from various reporting requirements that are applicable to public companies that are not emerging growth companies, including,\nbut not limited to, not being required to comply with the auditor attestation requirements of Section 404. Once we are no longer an emerging\ngrowth company or, if prior to such date, we opt to no longer take advantage of the applicable exemption, we will be required to include\nan opinion from our independent registered public accounting firm on the effectiveness of our internal control over financial reporting.\n\n \n\n20\n\n \n\nDuring the course of our\nreview and testing, we may identify deficiencies and be unable to remediate them before we must provide the required reports. In connection\nwith the audits of our consolidated financial statements for the years ended December 31, 2025, we identified material weaknesses in\nour internal control over financial reporting as well as other control deficiencies for the above-mentioned period. As defined in the\nstandards established by the PCAOB, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control\nover financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial\nstatements will not be prevented or detected on a timely basis. We intend to implement measures designed to improve our internal control\nover financial reporting to address the underlying causes of these material weaknesses. We will engage external advisors with subject\nmatter expertise and additional external resources to provide assistance in assessing the control environment and in reviewing our financial\nand SEC reporting compliance. We also expect to engage additional external advisors to provide assistance in the areas of information\ntechnology and financial accounting. In addition, as a public company we will be required to file accurate and timely interim and annual\nreports with the SEC under the Exchange Act. In order to report our results of operations and financial statements on an accurate and\ntimely basis, we will depend in part on third parties to provide timely and accurate notice of their costs to us. Any failure to report\nour financial results on an accurate and timely basis could result in sanctions, lawsuits, delisting of our shares from the Nasdaq Capital\nMarket or other adverse consequences that would materially and adversely affect our business, financial condition, results of operations\nand prospects.\n\n \n\n**There can be no assurance that we will\nnot be classified as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for any taxable year, which\ncould result in adverse U.S. federal income tax consequences to U.S. Holders of our Class A Ordinary Shares.**\n\n \n\nA non-U.S. corporation,\nsuch as our company, will be classified as a passive foreign investment company, or PFIC, for any taxable year if either (i) at least\n75% of its gross income for such year consists of certain types of “passive” income; or (ii) at least 50% of the value of\nits assets (generally determined on the basis of a quarterly average) during such year is attributable to assets that produce passive\nincome or are held for the production of passive income, or the asset test. Based on the current and anticipated value of our assets\nand composition of our income and assets, we do not expect to be a PFIC for the current taxable year.\n\n \n\nWhile we do not expect to\nbe or become a PFIC for the taxable year ended December 31, 2025, no assurance can be given in this regard because the determination of\nwhether we are or will become a PFIC for any taxable year is a fact-intensive inquiry made on an annual basis that depends, in part, upon\nthe composition and classification of our income, assets and operations. In particular, increased volatility in the market price of our\nClass A Ordinary Shares may significantly increase our risk of becoming a PFIC. The market price of our Class A Ordinary Shares may continue\nto fluctuate widely and, consequently, we cannot assure you of our PFIC status for any taxable year. Fluctuations in the market prices\nof our Class A Ordinary Shares may cause us to be or become a PFIC for the current or subsequent taxable years because the value of our\nassets for the purpose of the asset test, including the value of our goodwill and other unhooked intangibles, may be determined by reference\nto the market price of our Class A Ordinary Shares from time to time (which may be volatile). The composition of our income and assets\nmay also be affected by how, and how quickly, we use our liquid assets. Accordingly, there can be no assurance that we will not be a PFIC\nfor our current or any future taxable year.\n\n \n\nIf we were to be or become\na PFIC for any taxable year during which a U.S. Holder (as defined in “Item 10. Additional Information—E. Taxation—United\nStates Federal Income Tax Considerations”) holds our Class A Ordinary Shares, certain adverse U.S. federal income tax consequences\ncould apply to such U.S. Holder. See “Item 10. Additional Information—E. Taxation—United States Federal Income Tax Considerations—Passive\nForeign Investment Company Rules.”"}