Item 1A. Risk Factors
ITEM
1A. RISK FACTORS
Except
for the additional risk factors set forth below, factors that could cause our actual results to differ materially from those in this
Quarterly Report are described in the Form 10-K for the year ended March 31, 2026, any of these factors could result in a significant
or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or
that we currently deem immaterial may also impair our business or results of operations. Except as described below, as of the date of
this Quarterly Report, there have been no material changes to the risk factors disclosed in the Form 10-K for the year ended March 31,
2026. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
Nasdaq
may delist our Class A Ordinary Shares from its exchange which could limit your ability to make transactions in our securities and subject
us to additional trading restrictions. In particular, we may not satisfy Nasdaq’s new minimum market value of listed securities
continued listing requirement, which could result in our Class A Ordinary Shares being suspended from trading on, and ultimately delisted
from, Nasdaq.
On
July 22, 2026, the Securities and Exchange Commission approved a Nasdaq rule requiring companies listed on Nasdaq to maintain a minimum
market value of listed securities, or MVLS, of at least $5 million. Under the rule, a company that fails to maintain an MVLS of at least
$5 million for 30 consecutive business days may be subject to immediate suspension and delisting proceedings and is not entitled to a
customary compliance or cure period prior to the issuance of a delisting determination. Although a company may appeal a delisting determination,
its securities may be suspended from trading on Nasdaq while that appeal is pending.
As
of July 22, 2026, our market value of listed securities was approximately $2.9 million, which is below the $5 million threshold required
under Nasdaq’s continued listing standards. Accordingly, we may become subject to suspension and delisting proceedings if we do
not increase our market value of listed securities and satisfy the applicable Nasdaq listing standards.
If
our Class A Ordinary Shares is delisted, for failure to comply with the new MVLS requirement or other Nasdaq continued listing requirements,
including the $1.00 minimum bid price requirement, it could trade on an over-the-counter market, which could adversely affect the liquidity
and market price of our Class A Ordinary Shares, reduce analyst coverage and institutional investor interest, impair our ability to raise
additional capital on favorable terms or at all, and make it more difficult for investors to buy or sell our securities. Any delisting
could also negatively affect our reputation, relationships with business partners and access to strategic opportunities. Accordingly,
there can be no assurance that we will be able to maintain the listing of our Class A Ordinary Shares on Nasdaq.
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