SEATech Ventures Corp. 10-K

ITEM 1. BUSINESS Corporate History SEATech Ventures Corp., a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on April 2, 2018. On May 2, 2018, the Company acquired 100% interest in SEATech Ventures Corp., a private limited liability company incorporated in Labuan, Malaysia. On December 21, 2018, SEATech Ventures Corp., the Malaysia Company acquired 100% interest in SEATech Ventures (HK) Limited, a private limited company incorporated in Hong Kong. On October 4, 2021, SEATech Ventures (HK) Limited subscribed 60% of the equity interests in SEATech Bigorange CVC Sdn. Bhd., a private limited company incorporated in Malaysia. The Malaysia Company changed its company name to SEATech CVC Sdn. Bhd. on February 22, 2022. On February 25, 2022, SEATech Ventures (HK) Limited further acquired 40% of the equity interests in SEATech CVC Sdn. Bhd., which in turn owns 100% of the equity interests in the Malaysia company. On January 3, 2022, SEATech Ventures (HK) Limited acquired 1 share, representing 100% equity interest of SEATech Ventures Sdn. Bhd., a Malaysia company, from the former Chief Executive Officer, President, Secretary, Treasurer, Director, Mr. Chin Chee Seong, with consideration of MYR 1. On October 28, 2025, SEATech Ventures (HK) Limited completed the sale of its 100% equity interests in SEATech Ventures Sdn. Bhd. and SEATech CVC Sdn. Bhd. to Mr. Chin Chee Seong, with total consideration of MYR 20,001 (equivalents to US$ 4,742). The Company, through its subsidiaries, mainly provides incubation and corporate development services to the clients. Details of the Company’s subsidiaries as of December 31, 2025: Company name Place and date of incorporation Particulars of issued capital Principal activities Proportional of ownership interest and voting power held 1. SEATech Ventures Corp. Labuan / March 12, 2018 100 ordinary shares of US$1 each Investment holding 100 % 2. SEATech Ventures (HK) Limited Hong Kong / January 30, 2018 1 ordinary share of HK$1 Business mentoring, nurturing and incubation, and corporate development advisory services 100 % Business Overview SEATech Group principal activity is to provide business mentoring services, nurturing and incubation services relating to client businesses and corporate development advisory services to entrepreneurs in the broader technology industry, but with a specific focus on the information and communication technology industry. We will primarily focus our efforts on nurturing the Information and Communication Technology (ICT) entrepreneurs in Asia, starting with focus in Malaysia and Hong Kong. Our advisory services mainly will center on our “ICT Start-Up Mentorship Program”, which is designed to assist tech-based entrepreneurs in solving ICT industry pain points caused by technical insufficiencies, inappropriate financial modelling and weak strategic positioning within a competitive environment. The program aims to improve the technical exposure of our clients and to improve their sustainability in the ICT industry community through a combination of mentorship programs. Currently, our clients are mainly Malaysia based ICT companies with future prospects. 2 Further as part of our expansion plan, on September 20, 2022 Greenpro Capital Corp., a related party (NASDAQ: GRNQ) appointed SEATech Ventures (HK) Limited as a listing sponsor to engage potential token issuers to list on Green-X, the World’s first Shariah-Compliant ESG (environment, social and governance) Digital Asset Exchange (“DAX”) in Labuan, Malaysia. According to a 2022 report by global consulting firm BCG, the asset tokenization market was projected to expand from approximately US$310 billion in 2022 to US$16.1 trillion by 2030, representing a significant long-term growth opportunity in the digital asset sector. (Source: World Economic Forum – Global Agenda Council, BCG Analysis). As a DAX listing sponsor, SEATech Ventures (HK) Limited focus on digital/physical asset-backed companies in the STO (security token offering) listing on Green-X. ICT Industry in Asia The ICT industry in Asia continues to show significant expansion and vitality, especially in the realms of the Internet of Things (IoT) and robotics. This growth is predominantly fueled by major manufacturing sectors in countries like China. The strategic deployment of these technologies address some of Asia’s crucial challenges such as aging populations and labor shortages, as exemplified by Japan’s integration of robotics. Smart city initiatives are becoming increasingly prominent across Asia, spurred by high mobile device penetration. This technological leap allows several Asian countries to skip traditional infrastructural phases and adopt more advanced solutions directly. Despite these advancements, the broad adoption of transformative software solutions remains a considerable challenge that could drive deeper economic impacts if resolved 1 . Economically, the influence of IoT is profound, with its expansion in sectors like manufacturing and transportation helping to propel new technology revenues toward the $1 trillion mark annually. The digital transformation landscape in Asia continues to provide significant tailwinds for our potential growth. The Internet of Things (IoT) market in Asia-Pacific is projected to grow at a CAGR of 12.4% through 2030, reaching an estimated $392.76 billion. Simultaneously, emerging technologies such as Robotics and AR/VR are seeing increased institutional adoption; the regional AR/VR market is forecast to expand significantly to $52.29 billion by 2032. (Sources: 1. Asia Pacific IoT Technology Market Size, Share & Growth, 2030, Marketsandmarkets; 2. Augmented and Virtual Reality Market Size, Share & Growth, Marketsandmarkets) These trends support our pivot toward high-value advisory services and family office management, as our target high-net-worth clients increasingly seek exposure to these resilient technology sectors. Looking to the future, the next three years are poised to see a dynamic shift as the ICT sector gears up for a new growth surge. Businesses are moving from prototyping to broader deployment of cutting-edge technologies such as augmented reality devices and AI-powered robots. This transition underscores the promising outlook for Asia’s ICT industry, positioning it as a global leader in technology adoption and innovation. This period of robust technological advancement and economic contribution paints a promising future for the ICT sector across Asia. Sources: IDC Corporate USA: https://www.idc.com/promo/global-ict-spending/regional-markets GlobalData Report Store: https://www.globaldata.com/data/ 1. IDC Corporate USA; see the section titled “New Technologies:” ICT Industry – Hong Kong Hong Kong’s role as a leading business center in the Asia region can be evidenced by its advanced telecommunications infrastructure. According to the IMD World Digital Competitiveness Ranking 2025, published by the IMD World Competitiveness Centre, Hong Kong rose to rank fourth globally, advancing three places from the previous year. Within Asia, Hong Kong continues to hold a leading position, ranking second in the region. The information and communications sector in Hong Kong remains a vital economic pillar, generating HK$104.0 billion (US$13.3 billion) of industry value-added in 2024, representing approximately 3.4% of GDP. Furthermore, Hong Kong maintains one of the world’s most advanced telecommunications infrastructures, with a household broadband penetration rate of 99.3% as of November 2025, according to the Office of the Communications Authority (OFCA). The Hong Kong government continues to drive the development of the ICT industry through high-level strategic planning, notably the Hong Kong Innovation and Technology Development Blueprint released in December 2022. This framework establishes four broad development directions—including the enhancement of the I&T ecosystem and the promotion of ‘new industrialisation’—to transform Hong Kong into an international I&T hub. Recent initiatives also include the Transport Strategy Blueprint (2026), which leverages artificial intelligence and digitalized traffic management to enhance urban mobility. A cornerstone of this support is the Innovation and Technology Fund (ITF). As of September 30, 2025, the ITF has approved 81,054 funding applications with a total investment of HK$ 54.8 billion. These funds support a diverse range of activities, from R&D and technology adoption to nurturing talent through the Research Talent Hub, which had supported approximately 15,500 research positions by late 2025. Hong Kong’s ICT workforce remains robust and is supported by proactive talent cultivation. In addition to local graduates, the government has streamlined the entry of international experts through the Technology Talent Admission Scheme (TechTAS). Furthermore, the local startup ecosystem has seen rapid expansion, with nearly 4,700 startups recorded in 2024, reflecting a 40% growth since 2020 and providing a deep pool of skilled professionals for the digital economy. 3 Sources: GovHK - Innovation, Technology and Industry Factsheet (January 2026): https://www.gov.hk/en/about/abouthk/factsheets/docs/technology.pdf Hong Kong Yearbook 2024 (Chapter 16: Innovation, Technology and Industry): https://www.yearbook.gov.hk/2024/en/pdf/E16.pdf HK Government Press Release: Transport Strategy Blueprint (February 6, 2026): https://www.info.gov.hk/gia/general/202602/06/P2026020600696.htm 2026-27 Innovation and Technology Fund Budget: https://www.budget.gov.hk/2026/eng/pdf/itf.pdf ICT Industry in ASEAN The digital economy in Southeast Asia has reached a significant milestone, with its total Gross Merchandise Value (GMV) surpassing $300 billion in 2025, representing a 15% year-on-year increase. According to the e-Conomy SEA 2025 Report by Google, Temasek, and Bain & Company, the region has successfully transitioned toward sustainable monetization, with regional digital revenue projected to reach $135 billion for the 2025 fiscal year. Growth is increasingly driven by the rapid maturation of digital financial services and a surge in infrastructure investment. In 2025, the region emerged as a global focal point for Artificial Intelligence (AI) and cloud infrastructure, supported by significant capital commitments to data centers. Notably, Malaysia has become one of the fastest-growing digital economies in the region, with its GMV reaching $39 billion in 2025 and capturing a substantial share of private AI funding. The hardware and service segments are further bolstered by the expansion of regional payment connectivity and the integration of AI-powered solutions across e-commerce and travel. Underpinned by these structural shifts and a disciplined focus on profitability, the Southeast Asian digital economy is positioned for continued expansion, with the long-term potential to reach a $1 trillion valuation by 2030. Sources: Sapna Chadha , Geraldine Lopez (Nov 2025) e-Conomy SEA 2025: Primed for the next wave of AI-enabled growth: https://business.google.com/en-all/think/consumer-insights/e-conomy-sea-2024/ Bain & Company - e-Conomy SEA 2025 Report: https://www.bain.com/about/media-center/press-releases/sea/e-conomy-sea-2025/ 4 ICT Industry in Malaysia The Information and Communication Technology (ICT) industry in Malaysia has entered a phase of accelerated digital transformation, with the market increasingly driven by cloud computing and artificial intelligence (AI) integration. According to industry data, the Malaysian ICT market was valued at approximately USD 27.20 billion in 2025 and is projected to expand at a Compound Annual Growth Rate (CAGR) of 7.57% through 2029. This growth is underpinned by the widespread adoption of 5G technology and the digitalization of core industrial sectors, including manufacturing and financial services. The expansion of the digital economy is further supported by the national MyDIGITAL initiative and the Malaysia Digital (MD) status framework. These initiatives aim to transform Malaysia into a high-income, digitally-driven nation and a regional leader in the digital economy by 2030. In 2025, Malaysia significantly bolstered its position as a regional hub for data centers and AI infrastructure, attracting substantial foreign direct investment into high-tech sectors. This robust ecosystem provides a favorable environment for our business mentoring and corporate development advisory services, as local ICT enterprises seek to scale their operations within the regional digital economy. The ICT sector in Malaysia is strategically positioned, offering significant opportunities in smart city technologies. Smart city development in the country harnesses cutting-edge technologies such as 5G, IoT, big data, cloud computing, and AI to enhance services, improve efficiency, and bolster economic productivity while prioritizing sustainability. These advancements not only reshape the ICT landscape but also position Malaysia for a prominent role in the future global economy. Overall, Malaysia’s ICT sector is rapidly evolving, driven by digitalization, government initiatives, and technological progress, making it a vital contributor to the nation’s GDP and socio-economic development. Sources: Tech Behemoths – How important is the ICT sector for Malaysia?: https://techbehemoths.com/blog/how-important-is-the-ict-sector-for-malaysia Mordor Intelligence – Malaysia ICT Market Size and Share: https://www.mordorintelligence.com/industry-reports/malaysia-ict-market#:~:text=Study%20Period,Players%20sorted%20in%20no%20particular Mordor Intelligence - Malaysia ICT Market Size & Share Analysis - Growth Trends & Forecasts (2025 - 2030): https://www.marketresearch.com/Mordor-Intelligence-LLP-v4018/Malaysia-ICT-Size-Share-Growth-40596868/ Technavio – Malaysia Data Center Market Analysis, Size, and Forecast 2026-2030: https://www.technavio.com/report/data-center-market-industry-in-malaysia-analysis#:~:text=Market%20Size%20%26%20Forecast,Market%20Summary 5 Our Solutions and Services Mentoring We believe that tech-based entrepreneurs are the vital agents of positive and transformational change across every aspect of our society and economy. It is our intention to offer mentoring programs to our clients through which we hope to create a sense of community, wherein our members will be able to grow their companies exponentially through leveraging skillsets and potential capital provided by our organization. Through creating a sense of community, we have the potential to become one of the IT Corporate Venture Capital (CVC) Companies in the ASIA region. Our mentors, for the time being and in the foreseeable future, will comprise of the Company’s officers, whom have extensive experience in the information and computer technology industry. Additionally, our mentors possess, extensive corporate experience, corporate management skills, professional networking, and industry knowledge which are necessary to guide tech-based entrepreneurs to the path of success. The exact details of our mentoring program will be adjusted on a case-by-case basis, but will follow a certain basic structure. Our primary focus will be to provide domain knowledge in delivering ICT-enriched learning experiences and best practices through our years of experience in the ICT and tech-based industry. We intend to provide professional industry-based advice, conduct market analysis, track performance metrics and corporate development advisory on ASIA-wide ICT aspects. The Company intends to conduct feasibility report based on the industry average using comparison of common firms performance within the ICT industry. The feasibility reports cover seven main areas to clearly identify the pain points that entrepreneurs may encounter within the ICT market: - Direction and Strategy - Team and Execution - Culture and Brand - Creativity and Innovation - Business Modelling - Sustainability - Profitability Match-Making & Business Opportunities The strength and ability of ASIA entrepreneurs are evolving and improving; hence our Company’s mission is to assist these entrepreneurs to grow globally. SEATech targets emerging-growth entrepreneurs and assist them to sustain their economic positions in the Asia-Pacific region, as we believe the multilateral business relationship between the countries in these regions has shown a trend of increasing strength which will continue in the future. We intend to identify emerging-growth entrepreneurs, initially, through word of mouth and existing industry contacts of our officers and directors, we may also evaluate the possibility of organizing programs or events in future and to provide a venture pitching platform for tech-based companies seeking venture capital funding. Plans regarding the organizing of events is in the growth stage, and currently we have not taken measures to finalize such plans. Once entrepreneurs are identified, we will create linkages between the ecosystem players within the information and communications technology (ICT) industry and assist in solving critical issue for the continued development of ICT sectors. 6 Technology Team It is the Company’s belief that digital products and services are transforming industries, enriching lives, and propelling progress. We strongly believe that our team with years of experience in the ICT industry will be able to reinforce the importance of digitization and incubate promising entrepreneurs in the ICT industry who can shape the country’s future. With the experience of our officers and directors in this industry, we believe that we are able to benefit our members by making recommendations pursuant to the digital economy, conducting market analysis, and tracking digital progress metrics throughout Southeast Asia. Financial and Corporate Advisory Team Growing strong regional entrepreneurs is not our sole aim, we also aspire to build an ICT ecosystem in the region through the tool of securitization that could assist our clients to compete on the world stage. As such, we have entered into a memorandum of understanding with the National ICT Association of Malaysia (PIKOM), and GreenPro Capital Corp (NASDAQ: GRNQ) to enter into a partnership to create greater value for the high-growth emerging companies in the ASIA region. In collaboration with Greenpro, our corporate development advisory services can be flexible arrangement, custom fitted for members and their needs. We provide advisory services to ascertain that our clients are well structured and have clearly delineated funding options available in the capital marketplace. Corporate Program Despite the technological advancements, many small and medium-sized enterprises (SMEs) in ASIA are still low in both technology and skillsets. With our Corporate Programs, we intend to match and enhance performance of ICT entrepreneurs based upon a spectrum of availability, innovation environment, regulatory environment, and digital literacy. It is our intention to create corporate programs through which our community clients may have an opportunity to attend seminars, workshops, promotional events that showcase industry expertise during key cross-countries Southeast Asia events. All such plans remain in development and we have yet to determine a timeline when such programs will become available. For the year ended December 31, 2025, we did not generate revenue due to adverse economic situation. We are continuously exploring new business opportunities. Future Plan Marketing The Company intends to position itself as a provider of corporate advisory and business consulting services, with a focus on supporting entrepreneurs, small and medium-sized enterprises, and emerging businesses across Asia, particularly within the information and communications technology (“ICT”) sector. Our marketing strategy is centered on building corporate visibility and credibility through targeted networking, industry engagement, and selective participation in seminars, workshops, and business events. In addition, the Company may selectively organize or participate in small-scale corporate events where we provide advisory insights relating to business development, capital markets, and industry trends, including developments within the ICT sector. At this stage, the Company adopts a measured approach to marketing activities, focusing on relationship-driven opportunities rather than large-scale promotional campaigns. 7 Business Development and Service Offering The Company intends to develop its advisory services across several core areas, with a particular focus on ICT-related businesses and opportunities: 1. Business and Corporate Advisory – Providing strategic advice to companies on business development, operational structuring, and growth planning. 2. Capital Markets and Fundraising Advisory – Supporting clients in evaluating capital market options, regulatory requirements, and potential fundraising strategies. 3. ICT Sector Advisory and Opportunity Evaluation – Conducting analysis on ICT-related business models, market trends, and potential opportunities, including supporting early-stage companies through advisory and strategic guidance. 4. Entrepreneur Mentorship and Network Access – Offering guidance to entrepreneurs through knowledge-sharing sessions and facilitating access to business networks and collaboration opportunities. 5. Family Office and Investment Support Services – Assisting family offices and investment-oriented clients in evaluating business opportunities, including ICT-related investments, structuring transactions, and providing ongoing strategic support. The Company intends to develop these service areas progressively, based on available resources and market opportunities. Expansion and Target Market The Company’s target market includes businesses and entrepreneurs primarily within Asia, including Southeast Asia, Greater China, and selected regional markets, with particular attention to ICT-related sectors. Rather than pursuing rapid expansion, the Company intends to adopt a disciplined and opportunistic approach to growth, focusing on building a network of experienced professionals, advisors, and strategic partners in key markets. The Company may engage senior advisors or partners with relevant industry experience on a selective basis, particularly in ICT and investment-related fields, depending on business needs and opportunities. Expansion of physical presence and hiring will be carried out gradually and in line with operational requirements. Strategic Direction The Company’s strategic focus is to build a flexible, advisory-driven platform that supports business growth, investment activities, and cross-border opportunities. While the Company continues to monitor and analyze developments within the ICT sector, including potential incubation or venture-related opportunities, its current priority is to establish a stable foundation in advisory, consulting, and investment support services. The Company may evaluate potential strategic transactions, partnerships, or acquisitions, including opportunities within the ICT sector, where such opportunities align with its long-term objectives and available resources. Employees As of December 31, 2025, the Company has a total 2 employees. Our Chief Executive Officer and Chief Financial Officer, have flexible working hours, up to 30 hours per week, but are prepared to devote more time if necessary. We do not presently have pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our Officers, Directors or employees. Government Regulation At present, we are subject to the laws and regulations of the jurisdictions in which we operate, which may include business licensing requirements, income taxes and payroll taxes. In general, the development and operation of our business is not subject to special regulatory and supervisory requirements. 8 ITEM 1A. RISK FACTORS We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.