Item 1A. Risk Factors
The following are significant factors known to us that could materially harm our business, financial condition or operating results or could cause our actual results to differ materially from our anticipated results or other expectations, including those expressed in any forward-looking statement made in this Annual Report. The risks described are not the only risks we face. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may also adversely affect our business, financial condition and operating results. If any of these risks actually occur, our business, financial condition, and operating results could suffer significantly.
Risks Related to Our Business
We are a new entrant in our industry and have limited operating experience, which may limit our ability to execute effectively.
We recently repositioned our business and are still in the early stages of developing our operations in this sector. Our limited operating history can make it difficult for investors to assess our prospects. We may face unforeseen challenges in adapting to market dynamics, executing our business model, and establishing our presence, which could adversely affect our results of operations and financial condition.
If we fail to effectively manage our growth, our business, financial condition and results of operations could be adversely affected.
We have repositioned into a new industry and are working to grow our business. This repositioning and expansion increase the complexity of our business and has placed, and will continue to place, strain on our management, personnel, operations, systems, technical performance, financial resources and internal financial control and reporting functions. Our ability to manage our transition and growth effectively, including navigating unfamiliar market dynamics and competitive pressures in the new industry and integrating new employees, technologies and acquisitions into our existing business, will require us to continue to expand our operational and financial infrastructure and to continue to retain, attract, train, motivate and manage employees. Our ability to manage our growth effectively will require us to implement and improve our operational, financial, and management systems and to expand, train, manage, and motivate our employees. These demands will require the hiring of additional management and operational personnel. Continued growth could strain our ability to develop and improve our operational, financial and management controls, enhance our reporting systems and procedures, recruit, train and retain highly skilled personnel and maintain user satisfaction. Additionally, if we do not effectively manage the transition or growth of our business and operations, the quality of our offerings could suffer, which could negatively affect our reputation and brand, business, financial condition and results of operations. Failure to successfully adapt to the demands of the new industry and effectively scale our operations could jeopardize our market position and long-term viability.
Our operations within the securities and capital markets ecosystem subject us to complex and evolving regulatory requirements that could materially adversely affect our business.
We provide technology, data, and advisory solutions that support securities offerings, listing readiness, and cross-border capital markets activities. While we are not registered as a broker-dealer or securities exchange in the United States or other jurisdictions, certain aspects of our services may be subject to regulation by securities authorities in the United States and in foreign jurisdictions.
Regulatory frameworks applicable to technology-enabled platforms in the securities industry are evolving and, in some cases, may be unclear or subject to differing interpretations. As a result, we may be required to obtain additional licenses or approvals, adjust our business practices, or limit certain activities in particular jurisdictions.
Our cross-border activities may also subject us to multiple and potentially conflicting regulatory regimes, including requirements relating to investor solicitation, data handling, and capital flows. Compliance with these regulations may increase our costs and operational complexity and could limit our ability to expand our platform. Any such developments could have a material adverse effect on our business, financial condition, and results of operations.
Our operations in Malaysia and our personnel in Singapore subject us to economic, political, and regulatory risks that could adversely affect our business.
We operate in Malaysia and maintain personnel in Singapore, and may further expand internationally. As a result, we are subject to risks associated with conducting business outside the United States, including changes in laws and regulations, currency controls, and differing governance and disclosure standards. Regulatory frameworks in these jurisdictions, particularly for capital markets and financial services activities, may continue to evolve and may limit or condition our operations. In addition, legal protections and enforcement mechanisms may be more limited or uncertain than in the United States. These factors may increase our compliance costs and operational complexity and could limit our ability to operate effectively or expand in these markets, which could have a material adverse effect on our business, financial condition, and results of operations.
Global economic and geopolitical conditions could adversely affect our business and the capital markets environment in which we operate.
Our business depends, in part, on the stability of global financial markets. Geopolitical developments, including conflicts, sanctions, or instability in regions such as the Middle East, may result in market volatility, reduced investor confidence, and disruptions to cross-border capital flows. Such conditions may also contribute to inflation, currency volatility, and tighter financial conditions, which could reduce demand for capital markets transactions, including public offerings and cross-border listings. In addition, sanctions or export controls could restrict our ability to engage with certain counterparties or jurisdictions. Any such developments could adversely affect our business, financial condition, and results of operations.
We may not realize the anticipated benefits of our acquisition of iCapX, and integration and development of the platform may present challenges.
The integration of iCapX into our platform and its continued development involve risks, including potential difficulties in combining systems, data, and product offerings, as well as maintaining data integrity and security. We may also face challenges in scaling the platform and supporting new functionalities. The anticipated benefits of the acquisition, including enhanced capabilities and business opportunities, may not be realized within expected timeframes or at all. In addition, we may incur ongoing costs related to development and maintenance. If integration of the platform into our other offerings is not successful or proves more costly than expected, it could adversely affect our business, financial condition, and results of operations.
Our reliance on data and advanced computational model-enabled analytics presents risks related to data quality, regulatory oversight, and performance.
Our platform will depend on the accuracy and completeness of underlying data, including data provided by third parties. If such data is inaccurate or incomplete, our outputs may be less reliable, which could affect customer confidence. Since we do not control third party providers of data, we may have limited ability to ensure or verify the accuracy and completeness of such data. The use of advanced computational model-enabled tools in financial and regulatory contexts may also be subject to evolving regulatory requirements, which could increase compliance obligations or limit certain applications. In addition, our models may not perform as expected in all circumstances.
We may pursue joint ventures or strategic partnerships in the future, which could involve risks that adversely affect our business.
We have established a framework for a joint venture with the European Credit Investment Bank (“ECIB”), and we may enter into such joint venture in the future. We may also pursue and enter into joint ventures or alternative strategic partnerships with other parties. These arrangements, if consummated, would involve risks that are not present in wholly owned operations, including shared control, reliance on third parties, and the potential for disagreements regarding strategy or execution. We may have limited ability to influence partners’ actions, and their performance may not align with our expectations. In addition, such arrangements may require management attention and resources and could involve operational or financial risks. If we enter into joint ventures or similar arrangements and they are not successful, they could adversely affect our business, financial condition, and results of operations.
We have a history of losses and uncertain future profitability due to business repositioning.
We have incurred significant net losses since our inception. Although we have generated revenue since the repositioning of our business and are presenting net income in the current reporting period, we cannot assure you that we will achieve or sustain profitability in the future. We underwent a strategic repositioning of our business, and our long-term success depends on our ability to effectively implement and adapt this evolving strategy in a dynamic and competitive market. This repositioning involves uncertainties related to operational changes, market adoption, and execution risks, and we may not realize the intended benefits or efficiencies. As a result, we may experience operating losses, and we cannot guarantee that our business model will succeed or that we will achieve positive financial results.
We depend on our key personnel and other highly skilled personnel, and if we fail to attract, retain, motivate or integrate our personnel, our business, financial condition and results of operations could be adversely affected.
Our success depends, in part, on the service of our senior management team, key technical employees, and other highly skilled personnel and service providers upon whom we rely, as well as on our ability to identify, hire, develop, motivate, retain and integrate highly qualified personnel for all areas of our organization. In order to effectively execute our strategy, we will need to hire employees for various roles in the development, operations, sales, and compliance parts of our business. We may not be successful in attracting and retaining qualified personnel to fulfill our current or future needs. Our competitors may be successful in recruiting and hiring members of our management team or other key employees, and it may be difficult for us to find suitable replacements on a timely basis, on competitive terms or at all. If we are unable to attract and retain the necessary personnel, particularly in critical areas of our business, we may not achieve our strategic goals.
We rely, in part, on consultants and personnel affiliated with our controlling stockholder, which may present operational and other risks.
We utilize fractional consultants and, in certain cases, personnel affiliated with our controlling stockholder to support aspects of our operations and service delivery. These individuals are not our full-time employees. We may therefore have limited control over their availability, performance, and continued engagement. Our reliance on such personnel may reduce our ability to ensure consistent service quality, maintain institutional knowledge, and scale our operations efficiently. In addition, personnel affiliated with our controlling stockholder may have competing responsibilities or potential conflicts of interest. If we are unable to retain these consultants or access such personnel on acceptable terms, or if their services are reduced or terminated, we may need to incur additional costs to replace them or transition functions internally.
Our concentration of revenues from one client contract may have a material adverse effect on our financial condition and results of operations.
We currently derive a substantial amount of our total revenue through one client contract. If we are unable to identify additional clients, or if our client fails to fulfill its obligations to us, it could have a material adverse effect on our business, financial condition, results of operations and cash flows.
There is a concentration of ownership of our common stock by AEI Capital Ltd., or AEI, and AEI may exert substantial influence over the Company’s business, and the interest of AEI may conflict with those interests of other stockholders.
As of December 31, 2025, AEI and its affiliates own approximately 76.1% of our outstanding common stock. AEI has appointed 5 directors to the board. Based on AEI’s representation on the board and ownership position, AEI is able to exert substantial influence over the Company’s business. Additionally, the interests of AEI may be different from or conflict with the interests of the other stockholders. This concentration of voting power with AEI could delay, defer, or prevent a change of control, entrench management and the board, or delay or prevent a merger, consolidation, takeover, or other business combination involving the Company on terms that other stockholders may desire. In addition, conflicts of interest could arise in the future between the Company, on the one hand, and AEI, on the other hand, concerning potential competitive business activities, business opportunities, the issuance of additional securities and other matters.
Security breaches, loss of data and other disruptions could compromise sensitive information related to our business or prevent us from accessing critical information and expose us to liability, which could adversely affect our business and our reputation.
In the ordinary course of our business, we collect and store sensitive data. We also store sensitive intellectual property and other proprietary business information, including that of our customers. We will manage and maintain our applications and data utilizing a combination of on-site systems and cloud-based data center systems. These applications and data encompass a wide variety of business-critical information, including commercial information and business and financial information. We face four primary risks in relation to protecting this critical information: loss of access risk, unauthorized disclosure risk, unauthorized modification risk and the risk of our being unable to identify and audit our controls over the first three risks.
We are highly dependent on information technology networks and systems, including the Internet, to securely process, transmit and store this critical information. Security breaches of this infrastructure, including physical or electronic break-ins, computer viruses, phishing attempts, ransomware attacks or other attacks by hackers and similar breaches, can create system disruptions, shutdowns or unauthorized disclosure or modification of confidential information. The secure processing, storage, maintenance, and transmission of this critical information is vital to our operations and business strategy, and we will devote significant resources to protecting such information. Although we take measures to protect sensitive information from unauthorized access or disclosure, our information technology and infrastructure may be vulnerable to attacks by hackers or viruses or breached due to employee error, malfeasance or other disruptions. Any such incident could result in substantial remediation costs, reputational damage, loss of competitive advantage, adverse regulatory actions, significant fines, litigation, and ultimately, a material adverse effect on company’s business, financial condition, and results of operations.
A security breach or privacy violation that leads to disclosure or modification of or prevents access to consumer information could harm our reputation, compel us to comply with disparate state breach notification laws, require us to verify the correctness of database contents and otherwise subject us to liability under laws that protect personal data, resulting in increased costs or loss of revenue. If we are unable to prevent such security breaches or privacy violations or implement satisfactory remedial measures, our operations could be disrupted, and we may suffer loss of reputation, financial loss and other regulatory penalties because of lost or misappropriated information, including sensitive consumer data. In addition, these breaches and other inappropriate access can be difficult to detect, and any delay in identifying them may lead to increased harm, as described above.
Any such breach or interruption could compromise our networks, and the information stored there could be inaccessible or could be accessed by unauthorized parties, publicly disclosed, lost or stolen. Any such interruption in access, improper access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, and regulatory penalties. Unauthorized access, loss or dissemination could also disrupt our operations, including our ability to collect, process, and prepare Company financial information as well as manage the administrative aspects of our business, all of which could adversely affect our business.
In addition, the interpretation and application of consumer, privacy and data protection laws in the United States and elsewhere are often uncertain, contradictory and in flux. It is possible that these laws may be interpreted and applied in a manner that is inconsistent with our practices. If so, this could result in government-imposed fines or orders requiring that we change our practices, which could adversely affect our business. Complying with these various laws could cause us to incur substantial costs or require us to change our business practices and compliance procedures in a manner adverse to our business.
Systems failures and resulting interruptions in the availability of our platform or offerings could adversely affect our business, financial condition and results of operations.
Our systems, or those of third parties upon which we rely, may experience service interruptions or degradation because of hardware and software defects or malfunctions, distributed denial-of-service and other cyberattacks, human error, earthquakes, hurricanes, floods, fires, natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, computer viruses, ransomware, malware or other events. Our systems also may be subject to break-ins, sabotage, theft and intentional acts of vandalism, including by our own employees. Some of our systems are not fully redundant and our disaster recovery planning may not be sufficient for all eventualities. Our business interruption insurance may not be sufficient to cover all our losses that may result from interruptions in our service as a result of systems failures and similar events.
We have not experienced any system failures or other events or conditions that have interrupted the availability or reduced or effected the speed or functionality of our offerings. These events, were they to occur in the future, could adversely affect our business, reputation, results of operations and financial condition.
The successful operation of our business depends upon the performance and reliability of the Internet, mobile, and other infrastructures that are not under our control.
Our business depends on the performance and reliability of the Internet, mobile and other infrastructures that are not under our control. Disruptions in Internet infrastructure or the failure of telecommunications network operators to provide us with the bandwidth we need to provide our services and offerings could interfere with the speed and availability of our platform. If our platform is unavailable when platform users attempt to access it, or if our platform does not load as quickly as platform users expect, platform users may not return to our platform as often in the future, or at all, and may use our competitors’ products or offerings more often. In addition, we have no control over the costs of the services provided by national telecommunications operators. If mobile Internet access fees or other charges to Internet users increase, consumer traffic may decrease, which may in turn cause our revenue to significantly decrease.
We are subject to risks with respect to counterparties, and failure of such counterparties to meet their obligations could cause us to suffer losses or negatively impact our results of operations and cash flows.
We enter into various contracts that are material to the operation of our business that subject us to counterparty risks. The ability and willingness of our counterparties to perform their obligations under any contract will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of such counterparty’s industry and the overall financial condition of the counterparty. A prolonged period of difficult industry conditions could lead to changes in a counterparty’s liquidity and increase our exposure to counterparty risk. If our counterparties are unable or unwilling to perform, it could negatively impact our results of operations and cash flows.
Risks Related to Our Securities and Public Company Status
If we are unable to maintain effective internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our reported financial information and the market price of our common stock may be negatively affected.
As a public company, we are required to maintain internal control over financial reporting and to report any material weaknesses in such internal control. Section 404 of the Sarbanes-Oxley Act of 2002 requires that we evaluate and determine the effectiveness of our internal control over financial reporting and provide a management report on internal control over financial reporting. If we have a material weakness in our internal control over financial reporting, we may not detect errors on a timely basis and our financial statements may be materially misstated. While no material weaknesses in our internal control over financial reporting as of the date of this filing have been identified, we cannot assure you that material weaknesses will not be identified in the future.
When we are no longer a smaller reporting company, our independent registered public accounting firm will be required to issue an attestation report on the effectiveness of our internal control over financial reporting. Even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm may conclude that there are material weaknesses with respect to our internal controls or the level at which our internal controls are documented, designed, implemented, or reviewed.
When we are no longer a smaller reporting company, if our auditors were to express an adverse opinion on the effectiveness of our internal control over financial reporting because we had one or more material weaknesses, investors could lose confidence in the accuracy and completeness of our financial disclosures, which could cause the price of our common stock to decline. Internal control deficiencies could also result in a restatement of our financial results in the future.
The market price of our common stock and the trading volume of our common stock has been, and may continue to be, highly volatile, and such volatility could cause the market price of our common stock to decrease.
During 2025, the market price of our common stock fluctuated from a low of $0.00 per share to a high of $15.90 per share, and our stock price continues to fluctuate. The market price and trading volume of our common stock may continue to fluctuate significantly in response to numerous factors, some of which are beyond our control, such as:
the trading volume of our common stock;
variations in our and our competitors’ results of operations;
changes in earnings estimates or recommendations by securities analysts, if our common stock is covered by analysts;
successes or challenges in our collaborative arrangements or alternative funding sources;
adverse effects on our business condition and results of operations from general economic and market conditions and overall fluctuations in the United States and international markets, including deteriorating market conditions due to investor concerns regarding inflation;
adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions that could adversely affect our business, financial condition or results of operations;
future issuances of common stock or other securities;
the addition or departure of key personnel;
announcements by us or our competitors of acquisitions, investments or strategic alliances; and
general market conditions and other factors, including factors unrelated to our operating performance.
Further, the stock market in general has recently experienced extreme price and volume fluctuations. The volatility of our common stock is further exacerbated due to its low trading volume. Continued market fluctuations could result in extreme volatility in the price of our common stock, which could cause a decline in the value of our common stock and the loss of some or all of your investment.
There is presently no active market for our common stock, which is currently on the OTC Expert Market, which may make it difficult for investors to buy or sell our stock.
Our common stock is currently on the OTC Markets Group Expert Market. As such, our common stock is not eligible for proprietary broker-dealer quotations. All quotes in our stock reflect unsolicited customer orders. Such stocks have a higher risk of wider spreads, increased volatility, and price dislocations. Quotations in Expert Market securities are restricted from public viewing. As a result of our stock being on the Expert Market, there are no market makers in our common stock and, unless you are a broker or are an expert, you will not be able to obtain a quote for our common stock. Accordingly, there is no trading market for our common stock. Even if a market for our common stock develops, as to which we can give no assurance, there can be no assurance as to the liquidity of our common stock, the ability of holders of our common stock to sell our common stock, or the prices at which holders may be able to sell our common stock. Further, if a market develops, it is likely that there will not be any significant float, with the result that the reported bid and ask prices may have little relationship to the price you would pay if you wanted to buy shares or the price you would receive if you wanted to sell shares. We expect that our common stock will remain on the Expert Market as long as we are delinquent in our SEC filings, although we can give no assurance that we will cease to be on the Expert Market once we are current in our filings.
The market price of our Common Stock is likely to be highly volatile and you could lose all or part of your investment in our securities.
There is limited trading activity for our Common Stock on the OTC market. An investment in our securities is risky, and stockholders could lose their investment in our securities or suffer significant losses and wide fluctuations in the market value of their investment. Even with the commencement of trading of our Common Stock on the OTC market, the market price of our Common Stock is likely to be highly volatile. Given the continued uncertainty surrounding many variables that may affect our business, and the industry in which we operate, our ability to foresee results for future periods is limited. This variability could affect our operating results and thereby adversely affect our stock price. Many factors that contribute to this volatility are beyond our control and may cause the market price of our Common Stock to change, regardless of our operating performance.
Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may also limit a stockholder’s ability to buy and sell our shares of common stock, which could depress the price of our shares of common stock.
FINRA rules require broker-dealers to have reasonable grounds for believing that the investment is suitable for a customer before recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives, and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. Thus, if our shares of common stock become speculative low-priced securities, the FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our shares of common stock, which may limit your ability to buy and sell our shares of common stock, have an adverse effect on the market for our shares of common stock, and thereby depress our price per share of common stock.
The exercise of outstanding common stock purchase warrants and stock options will have a dilutive effect on the percentage ownership of our capital stock by existing stockholders.
As of December 31, 2025, we had outstanding warrants to acquire a total of 1,092,569 shares of our common stock, and stock options to purchase 138 shares of our common stock. While many of these warrants were not in the money based on recent trading prices, they were in the money at certain points during the year, and holders may elect cashless exercise. To the extent these warrants and options are exercised, whether for cash or on a cashless basis, existing stockholders’ ownership percentages will be diluted.
We have never paid dividends on our capital stock. While we may consider the payment of dividends in the future, we do not currently have any declared dividend policy and any such determination will be made at the discretion of our Board of Directors.
We have never paid dividends on any of our capital stock. While we may, in the future, consider the payment of dividends as part of our asset allocation strategy, we have no current dividend policy or commitment to pay dividends. Any decision to pay dividends will depend on our financial condition, results of operations, capital requirements, contractual restrictions, and other factors deemed relevant by our Board of Directors.
Unstable market and economic conditions may have serious adverse consequences on our business, financial condition and stock price.
The global credit and financial markets have recently experienced extreme volatility and disruptions, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, instability in inflation in U.S. and foreign markets, increases in unemployment rates and uncertainty about economic stability. The financial markets and the global economy may also be adversely affected by the current or anticipated impact of military conflict, including the conflicts between (i) Russia and Ukraine, (ii) Israel and Hamas, (iii) Iran and the United States and Israel, terrorism or other geopolitical events. Sanctions imposed by the United States and other countries in response to such conflicts may also adversely impact the financial markets and the global economy, and any economic countermeasures by affected countries and others could exacerbate market and economic instability. There can be no assurance that further deterioration in credit and financial markets and confidence in economic conditions will not occur. Our general business strategy may be adversely affected by any such economic downturn, volatile business environment or continued unpredictable and unstable market conditions, including instability in inflation. If the current equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult, more costly and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance, and stock price.
We may be subject to litigation or government investigations for a variety of claims, which could adversely affect our operating results, harm our reputation, or otherwise negatively impact our business.
We may be subject to litigation or government investigations. These may include claims, lawsuits, and proceedings involving securities laws, fraud and abuse, product liability, labor and employment, wage and hour, commercial and other matters. Any such litigation or investigations could result in substantial costs and a diversion of management’s resources and attention. In addition, any adverse determination could expose us to significant liabilities, which could have a material adverse effect on our business, financial condition, and results of operations.
