Item 3. Legal Proceedings
Item
3. Legal Proceedings
From
time to time, we may become involved in legal proceedings relating to claims arising from the ordinary course of business. Our
management believes that other than as disclosed herein, there are currently no claims or actions pending against us, the ultimate
disposition of which could have a material adverse effect on our results of operations, financial condition or cash
flows.
On August 17, 2024, Ripple Markets
APAC Pte. Ltd., the successor to Ripple Labs Singapore Pte. Ltd. (“RMA”), sent a default letter to GEA demanding payment totaling
$27,257,540.64, and sent a demand letter to Seamless, as guarantor, for the full amount of the payment by August 19, 2024. On August 19,
2024, RMA filed a claim in Singapore naming Seamless and demanding that the defendants, jointly and severally, pay the demanded payment
plus late payments and certain costs. Seamless has subsequently divested GEA and is in the process of defending this legal claim in court.
There is no judgment passed at this juncture by the court. Seamless is also attempting to negotiate with RMA on the settlement terms to
resolve the legal dispute.
On February 25, 2025, the company received a notice of legal action from the promissory note holder, D Boral
Capital LLC, formerly known as EF Hutton LLC. The complaint demands repayment from the Company of the promissory note amount of $5,700,000,
plus contractual default interest of $97,000. The demand amount has been fully accrued on the financial statements as of December
31, 2024. We have engaged legal counsel to resolve this matter. We continue to monitor
this matter closely and will update the assessment as additional information becomes available.
Item
4. Mine Safety Disclosures
Not
Applicable.
68
PART
II
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