What changed in this filing

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Item 1A. Risk Factors

2026-09-21 compared with 2025-08-13 · 892 added, 526 removed, 522 unchanged (73% of the section changed)

should carefully consider the risks described below and other information in this Annual Report on Form 10-K, including the financial

statements and related notes that appear at the end of this report, before deciding to invest in our securities.

These risks should be

considered in conjunction with any other information included herein, including in conjunction with forward-looking statements made herein.

If any of the following risks actually occur, they could materially adversely affect our business, financial condition and operating

Additional risks and uncertainties that we do not presently know or that we currently deem immaterial may also impair our business,

financial condition and operating results.

The following discussion of risks is not all-inclusive but is designed to highlight what we

believe are the material factors to consider when evaluating our business and expectations.

These factors could cause our future results

to differ materially from our historical results and from expectations reflected in forward-looking statements.

in our common stock involves a high degree of risk.

You should carefully consider the risks described below and other information in

this Annual Report on Form 10-K, including the financial statements and related notes that appear at the end of this report, before deciding

to invest in our securities.

These risks should be considered in conjunction with any other information included herein, including in

conjunction with forward-looking statements made herein.

If any of the following risks actually occur, they could materially adversely

affect our business, financial condition, and operating results.

Additional risks and uncertainties that we do not presently know or

that we currently deem immaterial may also impair our business, financial condition, and operating results.

The following discussion

of risks is not all-inclusive but is designed to highlight what we believe are the material factors to consider when evaluating our business

and expectations.

These factors could cause our future results to differ materially from our historical results and from expectations

reflected in forward-looking statements.

Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements

Services Business

business depends on our ability to develop and successfully deploy artificial intelligence technologies, and our failure to do so could

adversely affect our business, results of operations and financial condition.

business is based on the development and deployment of artificial intelligence, machine learning, and related technologies that are designed

to use our clients’ business data to develop customized AI models and solutions.

AI technologies are rapidly evolving, and our

ability to compete and grow depends in significant part on our ability to develop, improve, and deploy AI models and related technologies

that perform reliably, securely, and cost-effectively.

development and deployment of AI systems involves substantial technical, financial, and operational challenges.

Our models may not perform

as expected, may produce inaccurate, incomplete, biased, misleading, or otherwise undesirable outputs, or may fail to perform adequately

in particular industries, use cases, or environments.

AI systems may also generate outputs that appear plausible or authoritative but

are factually incorrect, incomplete, or unsupported by the underlying data.

Model performance may vary depending on the quality, quantity,

relevance, recency, and completeness of the data used to train, fine-tune, or otherwise customize the models, as well as on the particular

prompts, inputs, use cases, and operating environments.

Model performance may also deteriorate as underlying technologies, client data,

business conditions, or other circumstances change.

In addition, we may be unable to develop new capabilities or incorporate advances

in AI technology as quickly or effectively as our competitors.

AI technologies may also be affected by limitations in the quality, completeness, accuracy, consistency, or availability of the data

used to train or customize them.

Although using a client’s own business data is intended to improve customization and security,

client data may contain errors, inconsistencies, biases, or other deficiencies that could be incorporated into our models and adversely

affect their performance.

Our use of client-specific data does not eliminate the risk that an AI model will produce inaccurate, biased,

or otherwise undesirable results, and the use of more extensive or proprietary data could in some circumstances amplify the effects of

deficiencies or biases contained in that data.

addition, AI technologies and the methods used to develop and evaluate them continue to evolve, and techniques for identifying and mitigating

inaccurate, biased, unsafe, or insecure model behavior may not be effective in all circumstances.

We may incur substantial costs to test,

validate, monitor, secure, and govern our AI models and systems, and those efforts may not identify or prevent all undesirable model

clients may rely on our AI solutions to support business decisions or processes.

Any failure of our AI solutions to provide the expected

benefits could result in customer dissatisfaction, loss of customers, reputational harm, contractual claims, liability, and reduced demand

for our services.

use of client data to train or customize AI models creates significant security, privacy, confidentiality, and data-rights risks.

fundamental aspect of our business is our ability to access, process, store, and use our clients’ business data to train, fine-tune,

customize, evaluate, and operate AI models.

This may involve highly confidential, proprietary, personal, regulated, or otherwise sensitive

information belonging to our clients or their customers, employees, business partners, or other third parties.

unauthorized access to, disclosure of, loss, theft, misuse, alteration, or destruction of client data could cause significant harm to

our business and reputation and could result in governmental investigations, regulatory proceedings, litigation, contractual claims,

indemnification obligations, fines, penalties, and other liabilities.

A security incident involving one client’s data could also

undermine confidence in our ability to protect data for all of our clients.

security measures, and those of our cloud providers, infrastructure providers, AI technology providers, and other service providers,

may be breached or otherwise compromised.

Cyberattacks, ransomware, phishing, insider threats, software vulnerabilities, credential theft,

and other security incidents are becoming increasingly sophisticated.

In addition, AI technologies may create new attack vectors, including

attempts to extract confidential information from models or manipulate model behavior.

ability to maintain the confidentiality and security of client-specific models and data is particularly important because our value proposition

depends in part on allowing clients to obtain the benefits of customized AI without exposing their business information to other customers

or unauthorized persons.

If we fail, or are perceived to have failed, to adequately segregate client data, model parameters, training

data, prompts, outputs, or other information, our reputation and business could be materially adversely affected.

efforts to provide secure, client-specific AI models may not prevent unintended disclosure or cross-client exposure of confidential information.

technology and operating processes are designed to permit us to use individual clients’ data to customize AI models and solutions

for those clients.

However, technical or operational failures could result in unintended access to one client’s data by another

client, employee, contractor, service provider, or other unauthorized party.

models and associated systems may also present risks that are different from those associated with conventional software.

confidential information may potentially be reflected in model parameters, embeddings, logs, prompts, outputs, evaluation data, or other

components of an AI system.

Techniques intended to improve model performance could inadvertently increase the risk that information from

training or customization data is reproduced or inferred from model outputs.

particular, our controls intended to prevent one client’s data from being used to train, fine-tune, evaluate, or otherwise improve

models or services provided to other clients may not always operate as intended.

Similarly, our systems may not successfully prevent

confidential or proprietary information from being memorized, inferred, reproduced, or disclosed through model outputs, retrieval systems,

embeddings, logs, or other components of an AI system.

our controls intended to isolate client environments or otherwise protect client information are inadequate, or if our models or systems

inadvertently disclose confidential information, we could face claims for breach of contract, breach of confidentiality, violation of

privacy or data-protection laws, infringement or misappropriation of intellectual property rights, or other legal claims.

Such an event

could also cause clients to discontinue or limit their use of our services and materially harm our reputation.

clients’ data may not be available to us on terms sufficient to operate and improve our AI solutions, and disputes concerning data

ownership and usage rights could adversely affect our business.

ability to provide customized AI solutions depends on our clients granting us sufficient rights to access, process, and use their data

for the purposes contemplated by our agreements.

Our clients may not have obtained all rights necessary for us to use the data they provide

to us, particularly where their data contains personal information, third-party information, copyrighted materials, trade secrets, or

other protected content.

legal status of data used to train, fine-tune, or evaluate AI models is evolving, and there may be uncertainty regarding who owns such

data, what rights a client has to provide the data to us, what rights we have to process or use the data, whether particular uses constitute

training or other forms of processing, and whether model weights, parameters, embeddings, outputs, or other materials derived from such

data may be used or retained.

Clients or other third parties may assert that we do not have sufficient rights to use particular data

or that our use of such data violates contractual, privacy, intellectual property, or other legal rights.

example, data provided by a client may include information obtained from third parties, copyrighted or licensed materials, personal information,

trade secrets, or other information that the client is not authorized to provide to us for AI training or customization.

to independently verify the rights associated with all data provided by our clients may be limited.

If a client provides data to us without

having obtained the necessary rights or consents, we could nevertheless become subject to claims, investigations, or other proceedings

relating to our use of that data.

we are unable to obtain or maintain adequate rights to use client data, or if clients impose restrictions on our ability to use their

data, we may be required to modify our products, discontinue certain capabilities, incur additional costs, or develop alternative sources

These restrictions could also limit our ability to improve our models or develop new products and could adversely affect our

competitive position.

protection, privacy, and other regulatory or contractual requirements may also restrict the geographic location in which client data

may be processed or stored, the personnel or service providers who may access it, the purposes for which it may be used, and the length

of time for which it may be retained.

Such restrictions could increase our costs, limit our ability to train or customize models, delay

implementation, or prevent us from offering particular products or services to certain clients or in certain jurisdictions.

outputs may be inaccurate, biased, inappropriate, or otherwise defective, which could expose us to liability and harm our reputation.

systems can generate outputs that are inaccurate, incomplete, misleading, biased, offensive, inappropriate, or inconsistent with the

underlying data.

AI-generated outputs may also contain “hallucinations,” meaning information that is generated by a model

but is not supported by the underlying data or otherwise factually accurate.

The outputs generated by our models may also reflect limitations

or biases contained in the data used to train or customize those models.

models may also generate outputs that are difficult to explain, reproduce or validate.

Even where our systems are designed to use only

information that a particular user or client is authorized to access, errors in data permissions, retrieval systems, model configuration,

or other components may result in an output that contains information that the user should not receive.

clients may rely on our AI solutions to support business decisions or processes, and in certain circumstances an inaccurate or inappropriate

output could result in financial loss, operational disruption, regulatory violations, damage to a client’s customers or business

relationships, or other harm.

Even where our agreements limit our liability or require clients to review AI-generated outputs, claims

may nevertheless be asserted against us.

risks associated with AI-generated outputs may be particularly significant when our solutions are used in regulated industries or for

decisions involving financial, employment, healthcare, legal, compliance, or other material matters.

Our clients may not always identify

or independently verify an erroneous or inappropriate output before acting upon it.

our AI solutions become more capable and are incorporated into increasingly important business processes, the consequences of errors

or unexpected model behavior may become more significant.

Any material failure of our AI solutions could result in customer claims, increased

insurance and compliance costs, loss of customers, negative publicity, and reputational damage.

legal and regulatory environment governing AI, data privacy, and the use of data for AI training is rapidly evolving, and changes in

laws and regulations could increase our costs, restrict our operations, or expose us to liability.

business is subject to laws, regulations, and contractual requirements relating to privacy, data protection, cybersecurity, intellectual

property, consumer protection, automated decision-making, and artificial intelligence.

These requirements are evolving rapidly and may

differ materially among jurisdictions.

and regulatory authorities are adopting or considering new laws and regulations addressing AI systems, including requirements concerning

transparency, testing, risk management, human oversight, data governance, documentation, security, and accountability.

Privacy and data-protection

laws may also restrict how we collect, process, transfer, store, and use information, including information used to train or customize

and courts may also interpret existing privacy, intellectual property, consumer protection, and other laws in ways that restrict the

use of client data for AI training, fine-tuning, evaluation, or other purposes.

Requirements concerning consent, data minimization, purpose

limitation, data subject rights, automated decision-making, data localization, and cross-border transfers may limit our ability to use

or retain client data in the manner contemplated by our business model.

For example, laws and regulations in the United States, the European

Union, and other jurisdictions may impose requirements on the use of personal data and AI systems that could require us to modify our

products, establish additional controls, limit particular uses of data, maintain additional documentation, or incur significant compliance

regulatory framework applicable to AI is likely to continue changing, and the interpretation and enforcement of existing requirements

may also change.

New laws or regulatory interpretations could also impose requirements concerning the provenance of training data, documentation

of data and model development processes, testing for bias or accuracy, disclosure of AI-generated content, human oversight, model risk

management, or the ability of individuals to challenge AI-assisted decisions.

Compliance with these requirements could require significant

changes to our technology, contracts, processes, and business model.

failure or perceived failure by us to comply with applicable laws, regulations, or contractual requirements could result in investigations,

enforcement actions, fines, penalties, litigation, restrictions on our operations, loss of customers, and reputational harm.

New or expanded

requirements could also make our products more expensive or difficult to develop and operate or prevent us from offering certain AI capabilities

in particular markets.

use of third-party AI models, cloud infrastructure, software, and other technologies exposes us to additional risks and dependencies.

may rely on third parties for foundation models, AI infrastructure, cloud hosting, data storage, cybersecurity, software, hardware, and

other technologies used in the development and operation of our solutions.

These third parties may change their pricing, terms, functionality,

availability, or licensing practices, or may discontinue or restrict their products or services.

use of third-party foundation models or other AI technologies may also create uncertainty concerning the provenance of training data,

the rights associated with model inputs and outputs, the security and privacy of data submitted to such providers, the manner in which

such providers may use or retain data, and the intellectual property rights associated with resulting models or outputs.

reliance on third parties may also expose us to security, privacy, intellectual property, availability, and performance risks.

outage, security incident, or other disruption affecting a third-party provider could impair our ability to provide services to our clients.

a third-party AI provider changes its model, training practices, terms of use or technical specifications, our models or applications

may perform differently or require substantial modification.

Changes to a third-party foundation model may also cause changes in the

accuracy, bias, security, latency, or other characteristics of our solutions, even where we have not changed our own software or client-specific

We may also be unable to obtain continued access to third-party technologies on commercially reasonable terms, or at all.

disruption could increase our costs, delay product development, reduce functionality, and adversely affect our business.

AI models and other technologies may infringe or misappropriate the intellectual property or other rights of third parties, or we may

be unable to adequately protect our own intellectual property.

intellectual property rights applicable to AI technologies, including rights in training data, model architectures, model outputs, software,

datasets, and other AI-generated or AI-assisted materials, continue to evolve.

There is substantial uncertainty regarding the ownership

and scope of intellectual property rights in AI-generated or AI-assisted materials and regarding whether the use of particular datasets,

copyrighted works, or other materials in training or fine-tuning AI models may infringe or otherwise violate third-party rights.

parties may assert that our use of particular data, software, models, or other materials infringes, misappropriates, or otherwise violates

their intellectual property or other rights.

may also face claims arising from the incorporation of third-party AI technologies into our products and services.

For example, claims

may allege that training data used by a third-party foundation model provider, or outputs generated by a model that we use, infringe

copyrights, trademarks, patents, or other rights.

Our ability to determine whether such claims have merit or to control the conduct of

third-party providers whose technologies we incorporate into our solutions may be limited.

Any such claims, whether or not meritorious,

could require us to expend substantial resources to defend them, obtain licenses, modify our technology, or discontinue particular products

the same time, our ability to protect our own intellectual property, including proprietary methods for customizing AI models and protecting

client-specific model configurations, may be limited.

We rely on a combination of intellectual property laws, confidentiality obligations,

contractual restrictions, and technical safeguards, all of which may fail to prevent unauthorized use or disclosure.

If we are unable

to protect our intellectual property, competitors may be able to replicate aspects of our technology, which could reduce our competitive

highly competitive and rapidly changing market may make it difficult for us to maintain or increase our market share.

markets for AI, machine learning, data analytics, and enterprise software are highly competitive and subject to rapid technological change.

We compete with established technology companies, enterprise software providers, AI companies, consulting and professional services firms,

cloud providers, and internally developed solutions maintained by our potential clients.

competitors may have substantially greater financial, technical, marketing, sales, and other resources than we do.

They may also have

greater access to proprietary data, larger installed customer bases, stronger brand recognition, or established relationships with enterprises.

clients may also choose to develop AI capabilities internally or use general-purpose AI platforms rather than purchase our solutions.

As AI technology becomes more widely available, the functionality that differentiates our products today may become more commoditized.

In particular, improvements in general-purpose foundation models may reduce the perceived need for customized models or other client-specific

AI solutions.

Conversely, if customers demand increasingly sophisticated customization, security, validation, and governance capabilities,

we may incur substantial additional costs to meet those expectations.

If we are unable to innovate rapidly, demonstrate measurable value

to clients, or differentiate our customized and secure approach from competing alternatives, our business and results of operations could

be adversely affected.

ability to attract and retain highly skilled personnel is critical to our success.

success depends substantially on our ability to attract, train, and retain highly skilled employees, including AI researchers, machine

learning engineers, software engineers, cybersecurity professionals, data scientists, product managers, sales personnel, and other technical

and business personnel.

for individuals with expertise in AI and related technologies is intense.

Larger technology companies and other organizations may be

able to offer greater compensation, resources, and opportunities than we can.

The loss of key personnel, or our inability to recruit

and retain qualified personnel, could impair our ability to develop, operate, and support our products and could delay our growth initiatives.

sales cycles may be lengthy and unpredictable, and our business may depend on our ability to demonstrate the value and security of our

solutions to prospective clients.

customers may require substantial evaluation, testing, security reviews, legal review, and implementation work before purchasing our

Because our solutions may process sensitive business data and may be integrated into important business processes, prospective

clients may subject us to extensive security, privacy, AI governance, and compliance requirements.

processes may increase our sales cycle and sales expenses and make the timing and amount of our revenue difficult to predict.

customers may also delay or abandon purchases because of economic uncertainty, concerns about AI, budget constraints, competing technologies,

or internal initiatives to develop AI capabilities themselves.

we are unable to demonstrate that our solutions provide sufficient value relative to their cost and risks, our sales may decline and

our growth prospects could be adversely affected.

to successfully implement our solutions or meet contractual requirements could result in customer disputes, loss of customers, and liability.

solutions may require significant implementation, integration, configuration, training, and ongoing support.

The successful deployment

of our solutions may depend on the quality and completeness of client data, the client’s IT environment, cooperation by the client’s

personnel, and the performance of third-party systems.

implementations are delayed or fail to meet customer expectations, we may incur additional costs, provide service credits or other concessions,

delay revenue recognition, or become subject to contractual disputes.

Certain customer agreements may also contain service-level commitments,

warranties, indemnification obligations, or other provisions that could expose us to significant liability.

business may be adversely affected by service interruptions, system failures or other disruptions to our operations.

clients may depend on our systems and AI solutions for important business processes.

Any interruption, degradation or failure in the

availability, performance, or functionality of our systems could adversely affect our clients and our business.

operations may be disrupted by cybersecurity incidents, hardware or software failures, cloud infrastructure failures, telecommunications

failures, power outages, natural disasters, extreme weather, public health events, geopolitical events, or other circumstances beyond

Our business continuity and disaster recovery plans may not prevent all disruptions or may prove inadequate in the event

of a significant incident.

our business grows and our solutions become more important to clients, the consequences of a prolonged interruption could become more

may be subject to significant contractual, indemnification, and other liabilities arising from our use of client data and the operation

of our AI solutions.

agreements with clients may contain representations, warranties, confidentiality provisions, data-protection obligations, service-level

commitments, indemnification obligations, and limitations of liability.

Some customers may seek increasingly extensive contractual protections

relating to AI performance, security, privacy, intellectual property, and regulatory compliance.

may also seek contractual representations concerning the provenance and authorized use of training data, the segregation of client data,

the accuracy or reliability of AI-generated outputs, compliance with AI laws and regulations, and our ability to prevent customer information

from being used to train or improve models for other customers.

a client or other third party suffers a loss that it attributes to our services, including an inaccurate AI output, security incident,

unauthorized use of data, intellectual property claim, or regulatory violation, we may face claims for damages or indemnification.

contractual limitations of liability may not protect us in all circumstances or may be unenforceable in particular jurisdictions or with

respect to particular claims.

significant liability could adversely affect our financial condition and results of operations, while the existence of such claims could

also damage our reputation and make it more difficult to attract and retain customers.

international operations may expose us to additional legal, regulatory, operational, and economic risks.

we expand our international operations, we will become subject to additional risks associated with conducting business in foreign jurisdictions,

including differing privacy and data-protection requirements, data localization requirements, AI regulations, intellectual property laws,

employment laws, tax regimes, trade restrictions, currency fluctuations, and political and economic instability.

concerning the transfer or storage of client data may be particularly significant to our business because our solutions depend on the

processing of client data.

Restrictions on cross-border data transfers or requirements to maintain data in particular jurisdictions could

increase our infrastructure and compliance costs and may require us to modify our products or operating model.

financial results may fluctuate, and our growth may not continue at historical or anticipated rates.

future financial performance depends on a variety of factors, including our ability to acquire and retain customers, expand existing

customer relationships, successfully develop and commercialize new AI capabilities, manage infrastructure and personnel costs, and compete

may incur substantial costs to research, develop, train, test, secure, and deploy AI models and related infrastructure.

computing resources, cloud services, data acquisition, cybersecurity, compliance, and highly skilled personnel may increase as our business

historical growth, if any, should not be considered indicative of future results.

We may experience fluctuations in revenue, operating

expenses, and cash flow as a result of customer purchasing patterns, implementation timing, changes in demand, changes in technology,

and other factors.

If our investments in AI and related infrastructure do not produce sufficient revenue or customer adoption, our results

of operations and financial condition could be materially adversely affected.

we fail to effectively manage our growth, our business and results of operations could be adversely affected.

we grow, we will need to expand our personnel, infrastructure, security controls, customer support, compliance programs, and internal

Managing this growth may place significant demands on our management and operational resources.

growth may also increase the risk of operational errors, security incidents, service failures, inconsistent customer experiences, and

failures to maintain adequate internal controls.

If we are unable to effectively manage our growth, the quality of our products and services

could suffer, and our reputation and financial performance could be adversely affected.

compliance obligations may increase as the legal and regulatory environment surrounding AI, privacy, and cybersecurity develops.

addition to laws directly governing AI and data privacy, we may be subject to industry-specific requirements, contractual requirements

imposed by clients, and other regulations concerning cybersecurity, records, confidentiality, automated decision-making, and the use

of personal or sensitive information.

with these requirements may require significant expenditure on personnel, technology, legal advice, audits, testing, documentation, and

Changes in applicable laws or regulations could require us to modify or discontinue products, change how we process data, or

incur significant additional costs.

Licensing Business

are dependent on third parties for a significant portion of our revenue through intellectual property licensing agreements, and we may

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our intellectual property and bolster our revenue.

revenue from licensing agreements constituted substantially all of our revenue in the year ended April 30, 2025, and our results of operations

have been, and may continue to be, affected by such arrangements.

Licensing agreements involving our intellectual property are subject

to various risks.

Licensing agreements involving our intellectual property are subject to various risks.

Our licensees may fail to comply with their obligations set out in the respective agreements.

If the licensees generate

insufficient revenue from their operations, they may be unable to meet the minimum payments required under the agreements.

Our licensees

may elect to cease the licensing arrangements due to a change in their strategic focus, the availability of funding, or other external

Termination of any licensing arrangements may result in a reduction in our revenue and the need for replacement arrangements

with other licensees.

If the licensees generate insufficient

revenue from their operations, they may be unable to meet the minimum payments required under the agreements.

Our past licensees have

elected, and any future licensees may elect, to terminate the licensing arrangements due to a change in their strategic focus, the availability

of funding, or other external factors.

Termination of any licensing arrangements may result in a reduction in our revenue and the need

for replacement arrangements with other licensees.

licensees have significant discretion in determining the efforts and resources that they will apply to their own operations, potentially

limiting their ability to make the required payments under the licensing

limiting their ability to make the required payments under the licensing agreements.

Such licensees may independently develop intellectual

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entrants, and business models are likely to continue to emerge.

If we or a licensee become established as a dominant player in any particular

If we or a licensee becomes established as a dominant player in any particular

market, it is possible that a new service could gain rapid scale at the expense of existing brands by harnessing a new technology, such

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or operators of mobile operating systems and app stores.

For example, Facebook offers a dating feature on its platform, which it rolled

out globally several years ago and has grown dramatically in size supported by Facebook’s massive worldwide user footprint.

Social media and mobile platform competitors could use strong or dominant positions in one or more markets, coupled with ready access

to existing large pools of potential users and personal information regarding those users, to gain competitive advantages over us or

our licensees, including by offering different features or services that users may prefer or offering their services to users at no charge,

which may enable them to acquire and engage users at the expense of our user growth or engagement.

For example, Facebook offers a dating feature on its platform, which it introduced

globally several years ago and has grown dramatically in size supported by Facebook’s massive worldwide user footprint.

media and mobile platform competitors could use strong or dominant positions in one or more markets, coupled with ready access to existing

large pools of potential users and personal information regarding those users, to gain competitive advantages over us or our licensees,

including by offering different features or services that users may prefer or offering their services to users at no charge, which may

enable them to acquire and engage users at the expense of our user growth or engagement.

we are not able to compete effectively against current or future competitors as well as other services that may emerge, or if our decisions

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could impact their payments to us and therefore have an adverse effect on our business, financial condition, and results of operations.

limited operating history and geographic reach of YYEM’s brands and services makes it difficult to evaluate our current business

limited operating history and geographic reach of YYEM’s brands and services make it difficult to evaluate our current business

and future prospects.

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our business, financial condition, and results of operations.

our licensees fail to add users (or if we fail to do so after developing our own offerings for end users), our revenue, financial results,

and business may be significantly harmed.

our licensees fail to add users, our revenue, financial results, and business may be significantly harmed.

financial performance will be significantly determined by our licensees’ success in adding and retaining users of their services.

(or our ability to do so if we develop our own offerings for end users).

Currently, the size of our licensees’ user base is impacted

by a number of factors, including competing products and services and global and regional business, macroeconomic, and geopolitical conditions.

Currently, the size of our licensees’ user base is impacted by a number of factors, including competing products and services and

global and regional business, macroeconomic, and geopolitical conditions.

people do not perceive our licensees’ services to be useful, the licensees may not be able to attract or retain users.

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existing services may have unintended consequences for their ecosystem, which could lead to fluctuations in the size of their user base.

our licensees are unable to maintain or increase the size of their user base (or if we are unable to do so), our revenue and other financial

results may be adversely affected.

Furthermore, as the size of our licensees’ user base fluctuates in one or more markets from

time to time, we may become increasingly dependent on our ability to maintain or increase levels of monetization in order to grow our

Any significant decrease in user retention or growth could render our licensees’ services less attractive to users, which

could have a material adverse impact on our business, financial condition, and results of operations.

we develop our own offerings for end users, our growth and profitability will rely, in significant part, on our ability to attract and

retain users through cost-effective marketing efforts.

Any failure in those efforts could adversely affect our business, financial condition,

and results of operations.

and retaining users for any services we develop for end users will involve considerable expenditure for online and offline marketing,

likely requiring higher marketing outlays over time in order to sustain our growth.

This also applies to our licensees, whose success

is a key component of our own.

Evolving consumer behavior can affect the availability of profitable marketing opportunities.

campaigns may diminish in effectiveness as consumers move increasingly online.

Online campaigns may become less fruitful as large tech

platforms, such as Apple and Google, increasingly limit advertisers’ ability to access and use unique advertising identifiers,

cookies, and other information to acquire potential users (such as Apple’s rules regarding the collection and use of identifiers

for advertising, often referred to as IDFA).

To continue to reach potential users and grow our businesses after developing our own offerings

for end users, we will likely be required to identify and devote more of our overall marketing expenditure to newer advertising channels,

such as social media and online video platforms.

We could have less success using these newer advertising channels and methods to identify

potential customers.

There can be no assurance that we will be able to appropriately manage our marketing efforts in response to these

and other trends in the advertising industry.

Any failure to do so could adversely affect our business, financial condition, and results

of operations.

our licensees are unable to maintain or increase the size of their user base, our revenue and other financial results may be adversely

Furthermore, as the size of our licensees’ user base fluctuates in one or more markets from time to time, we may become

increasingly dependent on our ability to maintain or increase levels of monetization in order to grow our revenue.

Any significant decrease

in user retention or growth could render our licensees’ services less attractive to users, which could have a material adverse

impact on our business, financial condition, and results of operations.

and marketing of, and access to, the online services offered by us and our licensees may rely, in significant part, on a variety of third-party

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Additionally,

our mobile applications (if we develop and market user-facing apps) and those of our licensees’ will most often be accessed

through the Apple App Store and Google Play Store.

Both Apple and Google have broad discretion to change their policies regarding

their mobile operating systems and app stores in ways that may limit, eliminate, or otherwise interfere with a company’s

ability to distribute or promote its applications through their stores, its ability to update its applications, and its ability to

access information that the apps collect about users.

To the extent either Apple or Google does so, our business, financial

condition, and results of operations could be adversely affected.

success of our services for end users, and those of our licensees, will depend in part on our ability, or our licensees’ ability,

to access, collect, and use personal data about users and subscribers.

and our licensees may rely extensively on the Apple App Store and Google Play Store, as well as other technology platforms, to distribute

and monetize our mobile applications.

Users and subscribers will pay through these platforms, which will prevent us or our licensees

from accessing key user data that we or they would otherwise receive if the transaction were with the users and subscribers directly.

This could negatively impact customer relationship management efforts, the ability to reach new segments of our respective user and subscriber

bases and the population generally, the efficiency of paid marketing efforts, the rates we or our licensees are able to charge advertisers

seeking to reach users and subscribers of our respective services, our ability to comply with applicable law, and our ability, and our

licensees’ ability, to identify and exclude users and subscribers whose access would violate applicable terms and conditions, including

underage individuals and bad actors, all of which could cause our business, financial condition, and results of operations to be adversely

the distribution of our online services through app stores increases, in order to maintain our profit margins, we may need to take steps

to offset increasing app store fees by decreasing traditional marketing expenditure, increasing user volume or monetization per user,

or consolidating back-office and technical functions, or by engaging in other efforts to increase revenue or decrease costs generally.

we expect that any mobile applications that we may develop will be free to download from intermediary platforms like the Apple App Store

and the Google Play Store, we intend to offer our users the opportunity to purchase subscriptions and features within the applications.

These purchases are in most cases required to be processed through the in-app payment systems provided by the intermediary, thus requiring

us to pay them a meaningful share of the revenue we receive from these transactions.

Given the expected increase in fees relating to these intermediary

platforms, we may in the future need to offset these increased fees by decreasing traditional marketing expenditure as a percentage of

revenue, increasing user volume or monetization per user, or consolidating back-office or technical functions, or by engaging in other

efforts to increase revenue or decrease costs generally.

our licensees’ applications will most often be accessed through the Apple App Store and Google Play Store.

Both Apple and Google

have broad discretion to change their policies regarding their mobile operating systems and app stores in ways that may limit, eliminate,

or otherwise interfere with a company’s ability to distribute or promote its applications through their stores, its ability to

update its applications, and its ability to access information that the apps collect about users.

To the extent either Apple or Google

does so, our business, financial condition, and results of operations could be adversely affected.

success of our licensees’ services for end users will depend in part on our ability, or our licensees’ ability, to access,

collect, and use personal data about users and subscribers.

licensees may rely extensively on the Apple App Store and Google Play Store, as well as other technology platforms, to distribute and

monetize our mobile applications.

Users and subscribers will pay through these platforms, which will prevent us or our licensees from

accessing key user data that we or they would otherwise receive if the transaction were with the users and subscribers directly.

could negatively impact customer relationship management efforts, the ability to reach new segments of our licensees’ user and

subscriber bases and the population generally, the efficiency of paid marketing efforts, the rates our licensees are able to charge advertisers

seeking to reach users and subscribers of their services, our licensees’ ability to comply with applicable law, and their ability

to identify and exclude users and subscribers whose access would violate applicable terms and conditions, including underage individuals

and bad actors, all of which could cause our business, financial condition, and results of operations to be adversely affected.

properly managing the use of artificial intelligence could result in reputational harm, competitive harm, and legal liability.

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dollar, and all of our license agreements are currently denominated in U.S.

However, if, in

the future, our revenue is received in various other currencies due to our international operations, our revenue could be reduced

when translated into U.S.

However, if, in the

future, our revenue is received in various other currencies due to our international operations, our revenue could be reduced when translated

dollars during periods of a strengthening U.S.

In addition, as foreign currency exchange rates

fluctuate, the translation of our international revenue into U.S.

dollar-denominated operating results could affect the

period-to-period comparability of such results and could also result in foreign currency exchange gains and losses.

In addition, as foreign currency exchange rates fluctuate, the translation

of our international revenue into U.S.

dollar-denominated operating results could affect the period-to-period comparability of such results

and could also result in foreign currency exchange gains and losses.

depend on our key personnel.

future success will depend on our continued ability to identify, hire, develop, motivate, and retain highly skilled individuals

across the markets where we operate, with the continued contributions of management, as well as contributions from sales teams and

technology teams, being especially critical to our success.

Competition for well-qualified employees or contractors is intense, and

our continued ability to compete effectively depends, in part, on our ability to attract new employees or contractors.

future success will depend on our continued ability to identify, hire, develop, motivate, and retain highly skilled individuals across

the markets where we operate, with the continued contributions of management, as well as contributions from sales teams and technology

teams, being especially critical to our success.

Competition for well-qualified employees or contractors is intense, and our continued

ability to compete effectively depends, in part, on our ability to attract new employees or contractors.

succession planning is also important to our future success.

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flexibility going forward.

success may depend, in part, on the integrity of our systems and infrastructure and on our ability to enhance, expand, and adapt these

in a timely and cost-effective manner.

succeed with our own offerings for end users, our systems and infrastructure must perform well on a consistent basis.

We may from time

to time experience system interruptions that make some or all of our systems or data unavailable and prevent our services from functioning

properly for our users.

Any such interruption could arise for any number of reasons, including as a result of our own actions, actions

by government agencies, cyberattacks, fire, power loss, telecommunications failures, computer viruses, software bugs, acts of God, and

similar events.

While we expect to have backup systems in place for certain aspects of our operations, not all of our systems and infrastructure

will be fully redundant, disaster recovery planning will not be sufficient for all eventualities, and we may not have insurance coverage

that compensates us fully, or at all, for any losses that we may suffer.

Any interruptions or outages, regardless of the cause, could

negatively impact our users’ experiences, tarnish our reputation, and decrease demand for our services, any or all of which could

adversely affect our business, financial condition, and results of operations.

will work on our technology and network to improve the experience of our users, accommodate substantial increases in the volume of traffic

to our various platforms, and ensure acceptable load times for our services, and keep up with changes in technology and user preferences.

Any failure to do so in a timely and cost-effective manner could adversely affect our users’ experience with our various services,

thereby negatively impacting the demand for our services, and could increase our costs, either of which could adversely affect our business,

financial condition, and results of operations.

time to time, we may augment and enhance, or transition to other, enterprise resource planning, human resources, financial, or other

Such actions may cause us to experience difficulties in managing our systems and processes, which could disrupt our operations,

the management of our finances, and the reporting of our financial results, which, in turn, may result in our inability to manage the

growth of our business and to accurately forecast and report our results, each of which could adversely affect our business, financial

condition, and results of operations.

may not be able to protect our systems and infrastructure from cyberattacks and may be adversely affected by cyberattacks experienced

by third parties.

we build out our own online offerings, we may find ourselves targeted by cyberattacks, computer viruses, worms, bot attacks, or other

destructive or disruptive software, distributed denial of service attacks, and attempts to misappropriate customer information, including

personal user data, credit card information, and account login credentials.

While we would expect to invest in the protection of our

systems and infrastructure, in related personnel and training, and in employing a data minimization strategy where appropriate, there

can be no assurance that our efforts will prevent significant breaches in our systems or other such events from occurring.

or similar attack that we are unable to protect ourselves against could damage our systems and infrastructure, prevent us from providing

our services, tarnish our reputation, result in the disclosure of confidential or sensitive information of our users, and be costly to

remedy, as well as subject us to investigation by regulatory authorities or to litigation that could result in liability to third parties.

may find ourselves targeted by cyberattacks, computer viruses, worms, bot attacks, or other destructive or disruptive software, distributed

denial of service attacks, and attempts to misappropriate customer information, including personal user data, credit card information,

and account login credentials.

While we invest in the protection of our systems and infrastructure, and in related personnel and training,

there can be no assurance that our efforts will prevent significant breaches in our systems or other such events from occurring.

cyber or similar attack that we are unable to protect ourselves against could damage our systems and infrastructure, prevent us from

providing services, tarnish our reputation, result in the disclosure of confidential or sensitive information of our users, and be costly

to remedy, as well as subject us to investigation by regulatory authorities or to litigation that could result in liability to third

impact of cyber or similar attacks experienced by any third parties who provide services to us or might otherwise process data on our

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The occurrence of any of these events could have an adverse effect on our business, financial condition, and results of operations.

success will depend, in part, on the integrity of third-party systems and infrastructure.

we develop our own offerings for end users, we may rely on third parties in connection with the provision of our services generally,

as well as to facilitate and process certain transactions with our users.

These third parties would likely include data centers and cloud-based,

hosted web service providers, as well as third-party computer systems, service providers, and broadband and other communications systems.

We will have no control over any of these third parties or their operations, and such third-party systems are increasingly complex.

changes in service levels at our data centers or hosted web service providers or any interruptions, outages, or delays in our systems

or those of our third-party providers, deterioration in the performance of these systems, or cyber or similar attacks on these systems

could impair our ability to provide our services or process transactions with our users, which would adversely impact our business, financial

condition, and results of operations.

the security of personal and confidential or sensitive user information that we maintain and store is breached or otherwise accessed

by unauthorized persons, it may be costly to mitigate the impact of such an event and our reputation could be harmed.

we develop our own offerings for end users, we will receive, process, store, and transmit a significant amount of personal user and other

confidential or sensitive information, including, without limitation, credit card information and user-to-user communications.

also likely enable our users to share their personal information with each other.

In some cases, we might engage third-party service

providers to store or process this information.

We will work to protect the security, integrity, and confidentiality of this information,

but we cannot guarantee that inadvertent or unauthorized use or disclosure will not occur in the future or that third parties will not

gain unauthorized access to, or will not use for unauthorized purposes, this information despite our efforts.

When such events occur,

we may not be able to remedy them, and we may be required by an increasing number of laws to notify regulators and individuals whose

personal information was processed, used, or disclosed without authorization.

We may also be subject to claims against us, including

government enforcement actions, fines, and litigation, and have to expend significant capital and other resources to mitigate the impact

of such events, including by developing and implementing protections to prevent future events of this nature from occurring.

When breaches

of security (or the security of our service providers) occur, the perception of the effectiveness of our security measures, the security

measures of our service providers, and our reputation may be harmed, we may lose current and potential users, and our reputation and

competitive position may be tarnished, any or all of which might adversely affect our business, financial condition, and results of operations.

business is subject to complex and evolving laws and regulations, including with respect to data privacy and platform liability, particularly

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could be adversely affected.

adoption of any laws or regulations that adversely affect the popularity or growth in use of the internet or our services, including

laws or regulations that undermine open and neutrally administered internet access, could decrease user demand for our service offerings

adoption of any laws or regulations that adversely affect the popularity or growth in use of the internet, including laws or regulations

that undermine open and neutrally administered internet access, could decrease user demand for the services offered by our licensees

and increase our cost of doing business, thereby negatively impacting our business, financial condition, and results of operations.

we develop our own offerings for end users, we will be subject to a number of risks related to credit card payments, including data security

breaches and fraud that we or third parties experience, any of which could adversely affect our business, financial condition, and results

of operations.

we develop our own offerings for end users, we will likely accept payment from our users primarily through credit card transactions and

certain online payment service providers.

When we or a third party experiences a data security breach involving credit card information,

affected cardholders will often cancel their credit cards.

In the case of a breach experienced by a third party, the more sizable the

third party’s customer base and the greater the number of credit card accounts impacted, the more likely it is that our users would

be impacted by the breach.

To the extent our users are affected by such a breach experienced by us or a third party, we would need to

contact such users to obtain new credit card information and process any pending transactions.

It is likely that we would not be able

to reach all affected users, and even if we could, some users’ new credit card information may not be obtained and some pending

transactions may not be processed, which could adversely affect our business, financial condition, and results of operations.

if our users are not directly impacted by a given data security breach, they may lose confidence in the ability of service providers

to protect their personal information generally, which could cause them to stop using their credit cards online or choose alternative

payment methods that are less convenient or more costly for us or otherwise restrict our ability to process payments without significant

effort on the part of the user or us, or both.

Additionally,

if we fail to adequately prevent fraudulent credit card transactions, we may face litigation, fines, governmental enforcement action,

civil liability, diminished public perception of our security measures, significantly higher credit card-related and remediation costs,

or refusal by credit card processors to continue to process payments on our behalf, any of which could adversely affect our business,

financial condition, and results of operations.

we develop our own offerings for end users, inappropriate actions by certain of our users could be attributed to us and damage our reputation,

which in turn could adversely affect our business.

of our services may in the future be physically, financially, emotionally, or otherwise harmed by individuals that such users meet through

one of our services.

If any users suffer or allege to have suffered any such harm, we could experience negative publicity or legal action

that could damage our reputation.

Similar events affecting users of our competitors’ services could result in negative publicity

for our industry generally, which could in turn negatively affect our business.

addition, our reputation may be adversely affected by actions of our users that are deemed to be hostile, offensive, defamatory, inappropriate,

untrue, or unlawful.

While our focus to date on offline matchmaking has helped to avoid such incidents, and while we intend to develop

systems and processes that aim to monitor and review the appropriateness of content accessible through our online services, together

with policies regarding illegal, offensive, or inappropriate use of our services, our users could nonetheless engage in activities that

violate our policies.

Such bad actors may also use emerging technologies, such as AI, to engage in such activities, making it more difficult

for us to detect and prevent such negative behavior.

Our safeguards may not be sufficient to avoid harm to our reputation, especially

if such hostile, offensive, or inappropriate use is well-publicized.

may fail to adequately protect our intellectual property rights or may be accused of infringing the intellectual property rights of third

currently rely exclusively on patents that we license out, and we expect, in the future, that we will rely heavily on our trademarks

and related domain names and logos for marketing and to build and maintain brand loyalty and recognition.

We also expect to rely on other

patented and patent-pending proprietary technologies and trade secrets, such as our own app, relating to our services.

rely on patents that we license out, and we expect, in the future, that we will rely on our trademarks and related domain names and logos

for marketing and to build and maintain brand loyalty and recognition.

We also expect to rely on other patented and patent-pending proprietary

technologies and trade secrets relating to our services.

will continue to rely on a combination of laws and contractual restrictions to establish and protect our intellectual property rights.

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risks could adversely affect our business, financial condition, and results of operations.

business depends on our ability to maintain relationships with third-party advertising agencies and other intermediaries, and the loss

or deterioration of those relationships could materially adversely affect our business.

operate as an intermediary between advertisers seeking to conduct digital advertising campaigns and advertising agencies, authorized

partners, resellers, and other intermediaries that have relationships with Google, Meta, TikTok and other digital advertising platforms

and can provide advertising services to those advertisers.

We generally do not maintain direct relationships with these digital advertising

platforms and instead depend on third-party intermediaries to provide the services and platform access that our advertisers seek.

relationships with these third-party intermediaries may be terminated, modified, or discontinued.

An intermediary may change its business

strategy, pricing, eligibility requirements, geographic coverage, or willingness to accept referrals from us, or may enter into relationships

with competing referral sources.

In addition, an intermediary may cease providing services through one or more digital advertising platforms

or otherwise become unable to provide the services that our advertisers require.

we lose relationships with important intermediaries, if those intermediaries become unwilling or unable to accept advertisers referred

by us, or if we are unable to establish relationships with suitable replacement intermediaries, our ability to connect advertisers with

desired advertising services could be materially impaired.

Any such loss or deterioration of our intermediary relationships could materially

adversely affect our business, financial condition, and results of operations.

limited role in the advertising process may make our business susceptible to being bypassed by advertisers and third-party intermediaries.

business model generally involves identifying potential advertisers and introducing or connecting them with third-party advertising agencies

and other intermediaries that can provide the substantive advertising services and maintain the relationships necessary to place advertising

campaigns with major digital advertising platforms.

We generally do not provide the underlying advertising inventory or perform the substantive

advertising services ultimately purchased by the advertiser.

a result, after an introduction has been made, an advertiser and the third-party intermediary may have the ability and incentive to establish

a direct relationship without our further involvement.

An advertiser may choose to deal directly with an intermediary following an introduction

made by us, and an intermediary may develop or maintain its own direct relationships with advertisers without our participation.

advertisers may use self-service tools offered by digital advertising platforms or engage advertising agencies directly without an intermediary

on the terms of our contractual arrangements, we may not be able to prevent advertisers and intermediaries from bypassing us, and we

may have limited ability to monitor transactions occurring after an introduction.

If advertisers and intermediaries increasingly transact

directly with one another following introductions made by us, or if our role is otherwise eliminated from transactions that we originate,

our revenue per advertiser could decline and our business model and growth prospects could be materially adversely affected.

revenue depends on the advertising expenditure of advertisers that we introduce and on the compensation arrangements we maintain with

third-party intermediaries.

revenue may depend substantially upon the amount of advertising purchased by advertisers whom we introduce to third-party advertising

agencies and other intermediaries.

If those advertisers reduce their advertising expenditure, discontinue their campaigns, move their

advertising budgets to other providers, or otherwise fail to generate advertising activity following our introductions, our revenue may

addition, the compensation we receive from third-party intermediaries may be based upon the amount of advertising spend generated by

advertisers introduced by us or upon other criteria established by our agreements with those intermediaries.

Accordingly, an increase

in the number of introductions we make may not result in a proportionate increase in our revenue if the advertisers we introduce do not

generate substantial advertising expenditure or if the applicable compensation rates decline.

may reduce their advertising expenditure because of economic conditions, changes in consumer demand, changes in their financial condition,

changes in marketing strategies, changes in the perceived effectiveness of digital advertising, or other factors beyond our control.

Any material reduction in advertising expenditure by our referred advertisers could materially adversely affect our business, financial

condition and results of operations.

third-party intermediaries with which we work may lose or materially alter their relationships with Google, Meta, TikTok and other digital

advertising platforms, which could indirectly adversely affect our business.

we do not ourselves maintain direct relationships with Google, Meta, TikTok and other major digital advertising platforms, the third-party

advertising agencies and other intermediaries to which we refer advertisers generally depend upon their own relationships with those

relationships may be terminated, restricted, or modified by the applicable platform.

A digital advertising platform may discontinue an

authorized-partner or similar program, change its eligibility requirements, impose new restrictions on agencies or other intermediaries,

alter the advertising inventory or functionality available to them, or otherwise change the terms on which they can serve advertisers.

changes could impair the ability of an intermediary with which we work to serve advertisers or could make its services less attractive

to advertisers.

The intermediary may consequently become less willing or able to accept referrals from us, or advertisers may no longer

have a need or desire to use that intermediary.

we generally have no direct contractual relationship with the underlying digital advertising platforms, we may have little or no ability

to influence such decisions or protect ourselves against their consequences.

Any material deterioration in the platform relationships

of our intermediary partners could materially adversely affect our business.

may be unable to identify and establish relationships with a sufficient number of qualified third-party intermediaries.

attractiveness of our services to potential advertisers depends in part on our ability to connect them with third-party advertising agencies

and other intermediaries that can provide access to the advertising platforms, geographic markets, advertising formats, and campaign

services sought by those advertisers.

digital advertising industry is continually evolving, and the platforms, advertising formats, technologies, and agencies that are attractive

to advertisers may change over time.

We must therefore identify new and suitable intermediary relationships and maintain a sufficient

network of providers capable of meeting the needs of our referred advertisers.

can be no assurance that we will be able to identify suitable intermediaries, establish relationships with them on commercially favorable

terms, or maintain relationships with a sufficient number and variety of intermediaries.

If our network of intermediaries does not provide

sufficient breadth, geographic coverage, platform access, or service capabilities, we may be unable to satisfy the requirements of potential

advertisers and our ability to attract and retain advertisers could be adversely affected.

face competition from advertising agencies, digital marketing companies, and other providers that may be able to perform the intermediary

function themselves or eliminate the need for our services.

business model principally involves identifying potential advertisers and connecting them with third-party providers that can execute

advertising campaigns.

Advertising agencies, digital marketing firms, media companies, and other service providers may themselves engage

directly with advertisers and therefore may not need a separate intermediary to identify or introduce potential customers.

third-party intermediaries with which we work may develop their own direct sales capabilities or relationships with advertisers, thereby

reducing their need for our services.

Advertisers may also increasingly use self-service advertising tools provided directly by digital

advertising platforms or engage agencies without an intermediary.

the services we provide may be limited primarily to identifying and making introductions between advertisers and third-party intermediaries,

competitors or counterparties that provide a broader range of services, have stronger direct relationships with advertisers, or can otherwise

eliminate the need for our services may have a competitive advantage.

Increased competition or changes in the manner in which advertisers

obtain digital advertising services could reduce demand for our services and materially adversely affect our business.

may have limited ability to monitor transactions resulting from our introductions and to enforce our rights to receive compensation.

ability to generate revenue depends in part on our ability to receive compensation from transactions or advertising activity resulting

from introductions that we make.

Depending on the terms of our agreements with third-party intermediaries, we may rely on those intermediaries

to identify advertisers introduced by us, report the advertising activity generated by those advertisers, and calculate the compensation

payable to us.

may therefore have limited visibility into the transactions occurring between referred advertisers and third-party intermediaries.

may be difficult for us to determine whether an advertiser introduced by us subsequently conducts advertising through an intermediary,

the amount of advertising spend associated with that advertiser, or whether the compensation paid to us has been properly calculated.

we cannot effectively monitor and enforce our contractual rights, we may fail to receive compensation to which we are entitled.

concerning whether an advertiser was introduced by us, the amount of qualifying advertising activity or the applicable compensation rate

could result in increased costs, delayed payments, or reduced revenue.

reputation and business could be harmed by the conduct or performance of third-party advertising agencies and other intermediaries with

which we work.

may be associated by advertisers with the third-party advertising agencies and other intermediaries to which we refer them.

we generally do not control the services ultimately provided by those third parties, an advertiser may nevertheless attribute a poor

experience with an intermediary to us because we facilitated the relationship.

intermediary may provide services that are ineffective, delayed or otherwise inconsistent with an advertiser’s expectations.

intermediary could also engage in conduct that violates applicable laws, regulations, advertising-platform policies or industry standards.

Such conduct could result in rejected or suspended advertising campaigns, advertiser complaints, disputes, regulatory action, or other

adverse consequences.

where we are not responsible for the underlying conduct, negative experiences involving an intermediary to which we referred an advertiser

could damage our reputation, reduce repeat business and referrals, impair our relationships with potential advertisers, and make it more

difficult for us to establish new intermediary relationships.

in the policies, technology, and business practices of digital advertising platforms could indirectly adversely affect our business.

digital advertising platforms on which our intermediary partners depend may change their advertising policies, targeting capabilities,

algorithms, measurement systems, pricing models, data-access policies, account requirements, technical specifications, or available advertising

we do not generally contract directly with these platforms, changes implemented by them can affect the third-party intermediaries with

which we work and the advertisers whom we introduce to those intermediaries.

Such changes may make certain advertising campaigns less

effective or more difficult to implement, limit the services that an intermediary can provide, increase the cost of providing advertising

services, or reduce advertisers’ demand for particular advertising channels.

digital advertising industry is also characterized by rapid technological change.

If the intermediary partners with which we work are

unable to adapt to changes implemented by major platforms, or if advertisers shift their spending to platforms or advertising technologies

that are not adequately served by our intermediary network, demand for our services could decline.

addition, changes in privacy, data protection, consumer protection, and other laws and regulations governing digital advertising may

affect the ability of advertising platforms and intermediaries to collect, use, and process data for targeted advertising.

could reduce the effectiveness of digital advertising, increase compliance costs, or otherwise adversely affect the demand for the services

provided by our intermediary partners and, consequently, our services.

International

Trading Business

business is substantially dependent on global trade, and declines or disruptions in international commerce could materially adversely

affect our business.

purchase, sell, import, export, and distribute products across international markets.

As a result, our business is substantially dependent

on the continued movement of goods across borders and on favorable conditions for international commerce.

International

trade is affected by numerous factors beyond our control, including global and regional economic conditions, consumer and business demand,

government policies, tariffs, trade agreements, import and export restrictions, sanctions, geopolitical conflicts, diplomatic relations,

transportation costs, currency exchange rates, interest rates, and disruptions to global supply chains.

A reduction in international

trade volume, deterioration in economic conditions in our principal markets, or disruptions in the movement of goods could reduce demand

for our products, increase our costs, and adversely affect our operating results.

in tariffs, trade restrictions, and trade policies could materially adversely affect our business, and We may be unable to accurately

predict changes in tariffs and other trade policies.

business is subject to laws and regulations governing international trade, including tariffs, duties, quotas, import and export controls,

trade restrictions, embargoes, sanctions, and other barriers to international commerce.

may impose new or increased tariffs or other restrictions on products that we import or export.

Governments may also modify or withdraw

existing trade agreements or impose retaliatory tariffs in response to trade policies adopted by other countries.

For example, recent

changes in international trade policy have resulted in increased tariffs on certain imports and threatened or actual retaliatory measures

by trading partners.

Such measures can increase the cost of imported products, disrupt established supply chains, and reduce demand for

products subject to tariffs.

may be unable to pass increased tariffs, duties, or other costs through to our customers.

Even if we are able to increase our selling

prices, higher prices may reduce demand for our products or cause customers to purchase products from alternative suppliers.

trade policies can change rapidly and with limited advance notice.

The uncertainty associated with potential changes in tariffs, duties,

quotas, and other trade restrictions may make it difficult for us to determine appropriate purchasing, pricing, inventory, and sourcing

We may purchase inventory before a tariff increase becomes effective, resulting in higher costs, or may delay purchases in

anticipation of a tariff reduction that does not occur.

addition, changes in tariff classifications, country-of-origin determinations, or customs valuation rules could result in additional

duties, penalties, or other costs.

business is exposed to geopolitical risks and international political instability.

will operate in, source products from, and sell products into multiple countries and regions.

Political instability, armed conflicts,

diplomatic disputes, civil unrest, changes in government, terrorism, sanctions, and other geopolitical events could disrupt our operations

and the movement of goods.

Geopolitical tensions may result in trade restrictions, sanctions, border closures, transportation disruptions,

increased security costs, or changes in customer demand.

A deterioration in relations between the countries in which we operate or from

which we source products could materially adversely affect our business.

depend on suppliers and manufacturers, and disruptions affecting our suppliers could adversely affect our business.

ability to generate revenue depends on our ability to obtain products from suppliers in sufficient quantities, at acceptable prices,

and on a timely basis.

Our suppliers may experience financial difficulties, production problems, labor shortages, regulatory issues,

natural disasters, transportation disruptions, or other events that prevent them from fulfilling orders.

If a supplier fails to deliver

products on time or in accordance with our specifications, we may be unable to fulfill customer orders, resulting in lost sales, penalties,

customer dissatisfaction, and reputational harm.

may not be able to identify suitable alternative suppliers quickly or on commercially reasonable terms.

Alternative suppliers may charge

higher prices, require longer lead times or provide products that do not meet our customers’ or end users’ requirements.

supplier concentration may increase our exposure to geopolitical and country-specific risks.

Events such as tariffs, export restrictions,

labor disputes, political instability, currency controls, sanctions, natural disasters, or transportation disruptions could make products

unavailable or significantly increase their cost.

may be exposed to supplier quality and product-compliance risks.

do not have control over the quality of products supplied by third parties.

We generally depend on suppliers to manufacture or provide

products in accordance with applicable specifications, laws, and regulations.

Products supplied to us may contain defects, fail to meet

specifications, or violate applicable safety, labeling, environmental, or other requirements.

If defective or non-compliant products

enter our supply chain, we may incur costs associated with returns, replacements, recalls, customer claims, regulatory investigations,

and reputational damage.

in supplier relationships could adversely affect our margins.

may increase prices, modify payment terms, reduce discounts, impose minimum purchase requirements, or change distribution arrangements.

We may be unable to pass these increases on to our customers, particularly where customer pricing has been established in advance.

business depends on our ability to maintain and expand our relationships with the online platforms, retail stores, and other distribution

channels that we use.

results depend on our ability to distribute our products through online platforms, retail stores, and other distribution channels so

as to reach customers and generate sufficient sales volume.

Such distribution channels may enter into exclusive relationships with competitors,

terminate their relationships with us for other reasons, develop direct relationships with manufacturers, or source products independently.

Loss of these distribution channels could materially reduce our revenue and profitability.

stores and other platforms with significant bargaining power may also demand lower prices, favorable payment terms, or other concessions.

may be unable to accurately forecast demand, resulting in excess or insufficient inventory.

business requires us to make decisions regarding inventory purchases based on anticipated customer demand.

If demand is lower than expected,

we may hold excess inventory, which could require price reductions, promotional activities or inventory write-downs.

Conversely, if demand

is greater than anticipated, we may not have sufficient inventory to fulfill customer orders, resulting in lost sales and customer dissatisfaction.

products we purchase may become obsolete, outdated, damaged, or otherwise less marketable because of changes in customer preferences,

technology, regulations, or market conditions.

We may be required to write down inventory to its estimated realizable value, which could

materially adversely affect our financial results.

losses, theft, or damage could adversely affect us.

may be damaged, lost, or stolen while in our possession or while being transported.

Even if we maintain insurance coverage, insurance

may not fully cover the resulting losses.

requires substantial working capital.

business may require significant amounts of capital to purchase inventory before we receive payment from customers.

An increase in inventory

requirements or a lengthening of the period between purchasing inventory and collecting customer receivables could increase our working-capital

requirements and put pressure on our liquidity.

to transportation and logistics, or increases in related costs, could adversely affect our business.

rely on third-party transportation providers, including ocean carriers, airlines, trucking companies, railroads, freight forwarders,

ports, and other logistics providers.

Transportation disruptions may result from port congestion, labor disputes, strikes, vessel or

aircraft shortages, fuel shortages, weather events, geopolitical conflicts, security incidents, infrastructure failures, or other causes.

As our products may be transported through strategically important ports, waterways, and shipping routes, disruptions involving major

ports or shipping routes could result in significant delays and higher transportation costs.

Disruptions to transportation and logistics,

including events affecting major international shipping lanes, could delay deliveries, increase freight costs, and reduce our ability

to fulfill customer orders.

Our profitability may be affected by changes in ocean freight, air freight, trucking, fuel, warehousing,

insurance, and other logistics costs.

We may not be able to pass increases in these costs on to customers.

in foreign currency exchange rates, or currency controls, could adversely affect our results.

we conduct business in multiple currencies, fluctuations in exchange rates may affect our revenue, cost of goods sold, operating expenses,

accounts receivable, accounts payable, and cash flow.

Changes in exchange rates may also affect the cost of products purchased from foreign

suppliers and the value of sales made to customers in foreign currencies.

countries may impose foreign exchange controls, restrictions on the conversion or repatriation of local currency, or other limitations

on the movement of funds across borders.

This includes China, where we conduct business.

Such restrictions could prevent us from efficiently

transferring cash between subsidiaries or repatriating earnings.

to comply with government regulations, including customs laws, export-control laws, and economic sanctions, could result in significant

international operations require compliance with customs laws and regulations governing classification, valuation, country of origin,

tariffs, duties, and documentation.

Government authorities may audit our transactions and challenge our customs classifications or valuations.

Failure to comply could result in additional duties, penalties, interest, seizure or detention of goods, and other enforcement actions.

are also subject to U.S.

and foreign export-control and economic-sanctions laws.

These laws may restrict transactions involving certain

countries, persons, entities, products, or end uses.

Violations may result in substantial civil or criminal penalties, loss of export

privileges, restrictions on our ability to conduct business, and reputational damage.

these, certain products may be subject to licensing, safety, environmental, labeling, health, quality, technical, or other regulatory

requirements.

Changes in these requirements could increase our costs or prevent us from importing or exporting particular products.

are subject to anti-corruption laws in overseas jurisdictions.

international operations expose us to risks under the U.S.

Foreign Corrupt Practices Act and similar anti-corruption laws in other jurisdictions.

We may conduct business in countries where corruption and improper payments are more prevalent.

Although we maintain policies and procedures

designed to promote compliance, we cannot provide any assurance that employees, agents, suppliers, or other third parties will always

comply with applicable laws.

A violation could result in significant fines, penalties, investigations, and reputational harm.

business may require substantial working capital.

timing difference between purchasing inventory, selling inventory, and collecting customer receivables may create substantial working-capital

requirements.

We may need to obtain financing to fund inventory purchases and other operating activities.

If financing becomes unavailable

or more expensive, our ability to purchase inventory and execute orders could be adversely affected.

depend on key personnel with specialized international trading expertise.

success depends on executives and employees with experience in international markets, sourcing, logistics, customs, trade finance, customer

relationships, and regulatory compliance.

The loss of key personnel could adversely affect our relationships with suppliers and customers

and impair our ability to execute our strategy.

may have difficulty attracting and retaining qualified employees.

Competition for employees with international trading, supply-chain,

finance, compliance and industry-specific expertise may increase our personnel costs.

Any inability to attract or retain qualified personnel

could adversely affect our growth.

face significant competition.

compete with other importers, exporters, distributors, wholesalers, manufacturers, trading companies, brokers, and online marketplaces.

Some competitors may have greater financial resources, stronger supplier relationships, larger distribution networks, or greater purchasing

Increased competition could result in lower selling prices, reduced margins, and loss of customers.

suppliers may increasingly sell directly to customers through their own distribution networks, websites, or other channels.

customers may seek to purchase products directly from manufacturers.

Online marketplaces and digital procurement platforms may make it

easier for customers and suppliers to transact directly.

Disintermediation could reduce the value of our role in the supply chain and

adversely affect our revenue.

If we fail to adapt to changing procurement and distribution models, our competitive position could weaken.

may face product liability claims or contractual disputes

or other parties may assert claims alleging that products sold by us were defective, unsafe, or non-compliant with applicable requirements.

Such claims could result in litigation, recalls, product replacement costs, indemnification obligations, and reputational damage.

may also face disputes with customers, suppliers, logistics providers, or other counterparties concerning pricing, delivery, quality,

payment, warranties, or other contractual matters.

International disputes may be particularly costly and difficult to resolve.

Business-Related Risks

are subject to litigation, and adverse outcomes in such litigation could have an adverse effect on our financial condition.

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Economic growth in Mainland China has declined

notably in recent years, affecting us through the impact on Hong Kong’s economy and potentially through a China-based licensee.

Additionally, geopolitical developments, such as wars in Ukraine and the Middle East, tensions between the United States and China, climate

change, and the responses by central banking authorities to control inflation (in some economies of the West) or boost growth (in China),

can increase levels of political and economic unpredictability globally and increase the volatility of global financial markets.

notably in recent years, affecting us through the impact on Hong Kong’s economy.

Additionally, geopolitical developments, such

as wars in Ukraine and the Middle East, tensions between the United States and China, climate change, and the responses by central banking

authorities to control inflation (in some economies of the West) or boost growth (in China), can increase levels of political and economic

unpredictability globally and increase the volatility of global financial markets.

financial results may be adversely affected if substantial investments in businesses and operations fail to produce the expected returns.

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are subject to typical risks and uncertainties inherent in developing a new business or expanding an existing business.

The failure of

any significant investment to provide expected returns or profitability could have a material adverse effect on our financial results

and divert management attention from more profitable business operations.

As examples of

such significant investments, we purchased Rafael AI in fiscal year 2026 and Best Life in fiscal year 2027.

The failure of any significant

investment to provide expected returns or profitability could have a material adverse effect on our financial results and divert management

attention from more profitable business operations.

may need additional capital in the future to finance our planned growth, which we may not be able to raise or which may only be available

on terms unfavorable to us or our stockholders, and this may result in our inability to fund our working capital requirements and harm

our operational results.

our operating results.

have and expect to continue to have substantial working capital needs.

Our cash on hand, together with cash generated from product sales,

services, cash equivalents, and short-term investments will not meet our working capital and capital expenditure requirements for the

next twelve months.

We may be required to raise additional funds throughout 2024 or we will need to limit operations until such time

as we can raise substantial funds to meet our working capital needs.

In addition, we will need to raise additional funds to fund our

operations and implement our growth strategy, or to respond to competitive pressures or perceived opportunities, such as investment,

acquisition, marketing, and development activities.

we experience operating difficulties or other factors, many of which may be beyond our control, cause our revenue or cash flow from operations,

if any, to decrease, we may be limited in our ability to spend the capital necessary to complete our development, marketing, and growth

We require additional financing, in addition to the anticipated cash generated from our operations, to fund our working capital

requirements.

services, cash equivalents, and short-term investments may not meet our working capital and capital expenditure requirements.

be required to raise additional funds in fiscal year 2027 or we will need to limit operations until such time as we can raise substantial

funds to meet our working capital needs.

In addition, we will need to raise additional funds to fund our operations and implement our

growth strategy, or to respond to competitive pressures or perceived opportunities, such as investment, acquisition, marketing, and development

we experience operating difficulties or other factors, many of which may be beyond our control, that cause our revenue or cash flow from

operations, if any, to decrease, we may be limited in our ability to spend the capital necessary to complete our development, marketing,

and growth programs.

Additional financing might not be available on terms favorable to us, or at all.

If adequate funds are not available or

are not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or

enhance our business or otherwise respond to competitive pressures may be significantly limited.

If adequate funds are not available

or are not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop

or enhance our business or otherwise respond to competitive pressures may be significantly limited.

In such a capital restricted situation,

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management is responsible for establishing and maintaining adequate internal controls over our financial reporting.

As defined in

Exchange Act Rule 13a-15(f), internal controls over financial reporting involves a process designed by, or under the

supervision of, the principal executive and principal financial officer, and effected by the Board of Directors, management, and

other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting principles and includes those policies and

procedures that:

● pertain to the

maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the

● provide reasonable

assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with generally

accepted accounting principles and to ensure that receipts and expenditures of the Company are being made only in accordance with authorizations

of management or directors of the Company;

● provide reasonable

assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets

that could have a material effect on the financial statements.

As defined in Exchange

Act Rule 13a-15(f), internal controls over financial reporting involves a process designed by, or under the supervision of, the principal

executive and principal financial officer, and effected by the Board of Directors, management, and other personnel, to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance

with generally accepted accounting principles and includes those policies and procedures that:

to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets

of the Company;

reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance

with generally accepted accounting principles and to ensure that receipts and expenditure of the Company are being made only in accordance

with authorizations of management or directors of the Company;

reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s

assets that could have a material effect on the financial statements.

internal controls may be inadequate or ineffective, which could cause financial reporting to be unreliable and lead to misinformation

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404 until we are no longer a “smaller reporting company”.

we fail to maintain effective internal controls over financial reporting, then the price of the Common Stock may be adversely affected.

internal controls over financial reporting may have weaknesses and conditions that could require correction or remediation, the disclosure

of which may have an adverse impact on the price of the Common Stock.

We are required to establish and maintain appropriate internal

controls over financial reporting.

Failure to establish those controls, or any failure of those controls once established, could adversely

affect our public disclosure regarding our business, prospects, financial condition, or results of operations.

In addition, management’s

assessment of internal controls over financial reporting may identify weaknesses and conditions that need to be addressed in our internal

controls over financial reporting or other matters that may raise concerns for investors.

Any actual or perceived weaknesses and conditions

that need to be addressed in our internal controls over financial reporting or any disclosure of management’s critical assessment

of our internal controls over financial reporting may have an adverse impact on the price of the Common Stock.

costs of being a public company could result in us being unable to continue as a going concern.

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This would result in our being unable to continue as a going concern.

we fail to maintain effective internal controls over financial reporting, then the price of the Common Stock may be adversely affected.

internal controls over financial reporting may have weaknesses and conditions that could require correction or remediation, the disclosure

of which may have an adverse impact on the price of the Common Stock.

We are required to establish and maintain appropriate internal

controls over financial reporting.

Failure to establish those controls, or any failure of those controls once established, could adversely

affect our public disclosures regarding our business, prospects, financial condition, or results of operations.

In addition, management’s

assessment of internal controls over financial reporting may identify weaknesses and conditions that need to be addressed in our internal

controls over financial reporting or other matters that may raise concerns for investors.

Any actual or perceived weaknesses and conditions

that need to be addressed in our internal controls over financial reporting or any disclosure of management’s critical assessment

of our internal controls over financial reporting may have an adverse impact on the price of the Common Stock.

SEC’s charges against our former independent auditor, Olayinka Oyebola & Co., could impact the credibility of our financial

statements and those of YYEM, potentially leading to restatements and other adverse effects.

former independent auditor, OOC, has been charged by the SEC in connection with allegedly aiding and abetting violations of the antifraud

provisions of the federal securities laws.

The SEC also charged OOC’s principal, Olayinka Oyebola, with allegedly aiding and abetting

a violation involving lying to auditors.

The SEC complaint seeks civil penalties as well as permanent injunctive relief, including an

order permanently barring Mr.

Oyebola and OOC from acting as auditors or accountants for U.S.

public companies or otherwise providing

substantial assistance in the preparation of financial statements filed with the SEC.

This action could affect the credibility of the

financial statements audited by OOC.

If their audit work is found to be deficient, our financial reporting could be questioned, leading

to potential restatements, delays in regulatory filings, or reputational harm.

If OOC is barred from acting as auditors or accountants

public companies, we will be unable to include the financial statements reviewed by OOC in any filing made after that date,

and our financial statements will need to be reaudited.

Any of these outcomes could have a material adverse effect on our business, financial

condition, and stock price, which could contribute to the loss of all or part of your investment.

October 30, 2024, the Board of Directors and the audit committee approved the engagement of B&A as the Company’s independent

registered public accounting firm for the fiscal year ended April 30, 2025, effective immediately, and dismissed OOC as the Company’s

independent registered public accounting firm.

addition to serving as our former independent auditor, OOC was also the independent registered public accounting firm for YYEM for its

financial year ended January 31, 2024.

As a result, the SEC action could impact the credibility of YYEM’s financial statements audited

If a restatement of YYEM’s financial statements is required, it could materially affect our reported financial condition

and results of operations, particularly given the impact of the Acquisition.

Specifically, any potential restatement could affect the

accounting treatment of the acquisition, our historical and pro forma financial statements, and the value of YYEM’s assets on our

balance sheet.

Furthermore, if any deficiencies in OOC’s audit work necessitate reauditing YYEM’s financial statements, it

could result in delays in our SEC filings and increased costs associated with obtaining new audits.

These factors could have a material

adverse effect on our financial condition, business operations, and the value of our securities.

in our tax obligations and effective tax rate may have a negative effect on our operating results.

may be subject to income taxes in multiple jurisdictions.

We record tax expense based on our estimates of future payments, which include

reserves for uncertain tax provisions in multiple tax jurisdictions.

At any one time, many tax years may be subject to audit by various

taxing jurisdictions.

The results of these audits and negotiations with taxing authorities may affect the ultimate settlement of these

As a result, we expect that throughout the year there could be ongoing variability in our quarterly tax rates as events occur

and exposures are evaluated.

Further, our effective tax rate in a given financial period may be materially impacted by changes in mix

and level of earnings or by changes to existing accounting rules or regulations.

In addition, tax legislation enacted in the future could

negatively impact our current or future tax structure and effective tax rates.

We record tax expense based on our estimates of future payments, which may

include reserves for uncertain tax provisions in multiple tax jurisdictions.

At any one time, multiple tax years may be subject to audit

by various taxing jurisdictions.

The results of these audits and negotiations with taxing authorities may affect the ultimate settlement

of these issues.

As a result, we expect that throughout the year there could be ongoing variability in our quarterly tax rates as events

occur and exposures are evaluated.

Further, our effective tax rate in a given financial period may be materially impacted by changes

in mix and level of earnings or by changes to existing accounting rules or regulations.

In addition, tax legislation enacted in the future

could negatively impact our current or future tax structure and effective tax rates.

could be subject to changes in tax rates, adoption of new tax laws, additional tax liabilities, or increased volatility in our effective

are subject to the tax laws in the U.S.

and numerous foreign jurisdictions.

Current economic and political conditions make tax laws and

regulations, or their interpretation and application, in any jurisdiction subject to significant change.

On December 22, 2017, the U.S.

are subject to the tax laws in the United States and numerous foreign jurisdictions.

Current economic and political conditions make tax

laws and regulations, or their interpretation and application, in any jurisdiction subject to significant change.

On December 22, 2017,

enacted the Tax Cuts and Jobs Act (the “Tax Act”), which includes a number of significant changes to previous U.S.

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earnings, which has the effect of subjecting certain earnings of our foreign subsidiaries to U.S.

have historically incurred net operating losses for U.S.

federal income tax purposes and have not been required to pay material U.S.

federal income taxes as a result of such losses.

We generally expect our net operating loss carryforwards to be available to offset a

portion of future taxable income, subject to applicable limitations.

However, our ability to utilize these net operating loss carryforwards

may be limited under applicable tax laws, including limitations arising from changes in ownership, and there can be no assurance that

we will be able to realize the full benefit of such carryforwards.

If we generate taxable income in future periods and are unable to

utilize our net operating loss carryforwards to fully offset such income, we may be required to make material cash tax payments.

earn a substantial portion of our income in foreign countries and are subject to the tax laws of those jurisdictions.

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Although we cannot predict whether or in what form these proposals will pass, several of the proposals considered, if enacted into law,

could have an adverse impact on our income tax expense and cash flows.

of our operations are subject to a reduced tax rate or are free of tax under various tax holidays and rulings.

We also utilize tax rulings

and other agreements to obtain certainty in the treatment of certain tax matters.

These holidays and rulings expire in whole or in part

from time to time and may be extended when certain conditions are met or terminated if certain conditions are not met.

The impact of

any changes in conditions would be the loss of certainty in treatment thus potentially impacting our effective income tax rate.

may also be subject to the examination of our tax returns by the U.S.

Internal Revenue Service (“IRS”) and other tax authorities.

We regularly assess the likelihood of an adverse outcome resulting from these examinations to determine the adequacy of our provision

for income taxes.

Although we believe our tax provisions are adequate, the final determination of tax audits and any related disputes

could be materially different from our historical income tax provisions and accruals.

The results of audits or related disputes could

have an adverse effect on our financial statements for the period or periods for which the applicable final determinations are made.

For example, we and our subsidiaries are also engaged in a number of intercompany transactions across multiple tax jurisdictions.

we believe we have clearly reflected the economics of these transactions and the proper local transfer pricing documentation is in place,

tax authorities may propose and sustain adjustments that could result in changes that may impact our mix of earnings in countries with

differing statutory tax rates.

could have an adverse impact on our income tax expense and cash flow.

We also earn income and conduct operations in foreign jurisdictions

and are subject to the tax laws and regulations of those jurisdictions.

Changes in tax rates, tax laws, regulations, administrative practices

or interpretations in the jurisdictions in which we operate could increase our tax liabilities or otherwise adversely affect our effective

tax rate and cash flow.

effective tax rate may vary from period to period as a result of, among other factors, changes in the geographic mix of our earnings

and losses, changes in the amount and utilization of net operating loss carryforwards, changes in valuation allowances against deferred

tax assets, adjustments to prior-year tax provisions, and changes in applicable tax laws or tax rates.

of our operations are subject to a reduced tax rate or may be free of tax under various tax holidays and rulings.

We also utilize tax

rulings and other agreements to obtain certainty in the treatment of certain tax matters.

These holidays and rulings expire in whole

or in part from time to time and may be extended when certain conditions are met or terminated if certain conditions are not met.

impact of any changes in conditions would be the loss of certainty in treatment thus potentially impacting our effective income tax rate.

may be subject to examination of our tax returns by the U.S.

Internal Revenue Service and foreign tax authorities.

The determination

of our tax liabilities requires judgment, and tax authorities may disagree with tax positions taken by us.

The ultimate outcome of any

tax examination or assessment could differ from amounts recorded in our financial statements and could result in additional taxes, interest

or penalties.

Any such additional liabilities could adversely affect our results of operations, financial condition, and cash flow.

as long as we are a “smaller reporting company,” we will not be required to comply with certain reporting requirements that

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These include not being required to comply with the auditor attestation requirements for the assessment of our internal

controls over financial reporting provided by Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act,

and not being required to provide certain disclosure regarding executive compensation required of larger publicly reporting companies.

We cannot predict if investors will find our common shares less attractive if we choose to rely on these exemptions.

If some investors

find our common shares less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market

for our shares and our share price may be more volatile.

Further, as a result of these scaled regulatory requirements, our disclosure

may be more limited than that of other publicly reporting companies and you may not have the same protections afforded to shareholders

of such companies.

are subject to the periodic reporting requirements of the Exchange Act, requiring us to incur audit fees and legal fees in

connection with the preparation of such reports.

These additional costs could reduce or eliminate our ability to earn a

are required to file periodic reports with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder.

In order to comply with these requirements, our independent registered public accounting firm will have to review our financial statements

on a quarterly basis and audit our financial statements on an annual basis.

Moreover, our legal counsel will have to review and assist

in the preparation of such reports.

The costs charged by these professionals for such services cannot be accurately predicted at this

time because factors such as the number and type of transactions that we engage in and the complexity of our reports cannot be determined

at this time and will affect the amount of time to be spent by our auditors and attorneys.

However, the incurrence of such costs will

be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit.

we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose

confidence in our reported financial information, and the trading price of the Common Stock, could drop significantly.

controls over financial reporting provided by Section 404 of the Sarbanes-Oxley Act of 2002, and not being required to provide certain

disclosure regarding executive compensation required of larger publicly reporting companies.

We cannot predict if investors will find

our Common Stock less attractive if we choose to rely on these exemptions.

If some investors find our Common Stock less attractive as

a result of any choices to reduce future disclosure, there may be a less active trading market for our shares and our share price may

be more volatile.

Further, as a result of these scaled regulatory requirements, our disclosure may be more limited than that of other

publicly reporting companies and you may not have the same protections afforded to shareholders of such companies.

Related to Doing Business in Hong Kong

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fail to facilitate the PCAOB’s access in the future, the PCAOB would consider the need to issue a new determination.

our current auditor, Enrome, nor our former auditors, OOC and Bush & Associates CPA,

is headquartered in mainland China or Hong Kong.

Nevertheless, should Enrome LLP, Bush & Associates CPA or OOC in the future have

any work papers in China or Hong Kong that the PCAOB is unable to fully inspect, it will be difficult to evaluate the effectiveness of

our current auditor’s or former auditors’ audit procedures or equity control procedures, and investors could consequently

auditor, Enrome, is not headquartered in mainland China or Hong Kong.

Nevertheless, should Enrome or any of our former or future auditors

have any work papers in China or Hong Kong at any point in the future that the PCAOB is unable to fully inspect, it will be difficult

to evaluate the effectiveness of such auditors’ audit procedures or equity control procedures, and investors could consequently

lose confidence in our reported financial information and procedures or the quality of our financial statements, which could adversely

affect us and our securities.

affect us and our Common Stock.

Furthermore, if trading in our securities is prohibited under the HFCAA in the future because the PCAOB

determines that it cannot inspect or fully investigate Enrome LLP at such future time, an exchange will likely delist our securities.

determines that it cannot inspect or fully investigate Enrome or other future auditors at such future time, an exchange will likely delist

our securities.

Chinese government, in general, could exercise significant oversight and discretion over the conduct of our business and has made statements

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the value of such securities to significantly decline or be worthless.

oversight by CAC over data security, particularly for companies seeking to list on a foreign exchange, could adversely impact our business

and our offering.

oversight by the CAC over data security, particularly for companies seeking to list on a foreign exchange, could adversely impact our

business and our offering.

the years, the PRC has enacted a number of laws and regulations aimed at governing the collection and security of personal data.

include the Cybersecurity Review Measures, which took effect on February 15, 2022 and require a government review of critical information

infrastructure operators (“CIIOs”) and of internet operators that possesses the personal information of at least one million

infrastructure operators (“CIIOs”) and of internet operators that possess the personal information of at least one million

users or meet certain other criteria;

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it as a CIIO or otherwise requiring it to undergo a cybersecurity review or network data security review by the CAC.

remains uncertainty as to how the Cybersecurity Review Measures and the Security Administration Draft will be interpreted or implemented

and whether the PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules, or detailed implementation and interpretation

related to the Cybersecurity Review Measures and the Security Administration Draft.

There is no assurance that YYEM will be able to fully

or timely comply with any of the personal data and data security laws should they be deemed to be applicable to its operations.

is no certainty as to how any review or other actions would impact YYEM’s operations, and we cannot guarantee that any clearance

could be obtained or maintained if approved.

nevertheless remains uncertainty as to how the Cybersecurity Review Measures and the Security Administration Draft will be interpreted

or implemented and whether the PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules, or detailed implementation

and interpretation related to the Cybersecurity Review Measures and the Security Administration Draft.

There is no assurance that YYEM

will be able to fully or timely comply with any of the personal data and data security laws should they be deemed to be applicable to

its operations.

There is no certainty as to how any review or other actions would impact YYEM’s operations, and we cannot guarantee

that any clearance could be obtained or maintained if approved.

the future, YYEM may be subject to PRC laws and regulations, including those regarding corporate structure, overseas listings, data-

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or direct operations in mainland China.

All of YYEM’s revenue and profit is currently generated by operations in Hong Kong.

All of YYEM’s revenue and profit are currently generated by operations in Hong Kong.

Basic Law of the Hong Kong Special Administrative Region (the “Basic Law”) provides that PRC laws and regulations shall not

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Furthermore, all of its assets are located in Hong Kong and all of

its revenue and profit is generated from operations in Hong Kong.

We therefore believe that YYEM is not subject to the New Overseas Listing

its revenue and profit are generated from operations in Hong Kong.

We therefore believe that YYEM is not subject to the New Overseas

Listing Rules.

February 24, 2023, the CSRC, the Ministry of Finance, the National Administration of State Secrets Protection, and the National Archives

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of the date of this Annual Report, these new laws and guidelines have not impacted YYEM’s ability to conduct its business.

headquartered in Hong Kong and does not have a VIE structure.

YYEM is not a cyberspace operator with personal information of more than

1 million users or activities that affect or may affect the national security of China, and it does not possess documents and materials

is headquartered in Hong Kong and does not have a VIE structure.

YYEM is not a cyberspace operator with personal information of more

than 1 million users or activities that affect or may affect the national security of China, and it does not possess documents and materials

likely to affect the national security or public interest of China.

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are subject to risks relating to economic, political, legal, and social conditions in Hong Kong.

though much of YYEM’s revenue is derived from licensees outside Hong Kong, any adverse changes in the economic, political, legal,

and social conditions of Hong Kong could lead to an adverse impact on the demand for YYEM’s services and result in deteriorating

financial performance of the Company.

though most of YYEM’s revenue is generated outside Hong Kong, any adverse changes in the economic, political, legal, and social

conditions of Hong Kong could lead to an adverse impact on the demand for YYEM’s services and result in deteriorating financial

performance of the Company.

cannot assure you that there will not be any political movements or large-scale political unrest in Hong Kong that could adversely impact

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addition, the securities markets have experienced significant price and volume fluctuations that have affected and continue to affect

the market price of equity securities of many companies.

These fluctuations have often been unrelated or disproportionate to the operating

performance of particular companies.

These broad market fluctuations, as well as general economic, systemic, political, and market conditions,

such as recessions, loss of investor confidence, interest rate changes, or international currency fluctuations, may negatively affect

the market price of our shares.

the market price of equity securities of many companies, including ours.

These fluctuations have often been unrelated or disproportionate

to the operating performance of particular companies.

These broad market fluctuations, as well as general economic, systemic, political,

and market conditions, such as recessions, loss of investor confidence, interest rate changes, or international currency fluctuations,

may negatively affect the market price of our shares.

any of the foregoing occurs, it could cause our stock price to fall and may expose us to securities class action litigation that, even

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Common Stock to decline.

to the Acquisition, our stockholders have a significantly lower ownership and voting interest in us than they had in Connexa prior thereto

and exercise less influence over management and policies of Connexa.

on the number of shares of our Common Stock outstanding as of the close

of business on Augusts 7, 2025, stockholders of the Company owned approximately 44.2% of the outstanding shares of our Common Stock and

the YYEM shareholder owned approximately 55.8% of the outstanding shares of our Common Stock.

Consequently, the YYEM Seller is able to

exert significant influence over certain matters, including matters that must be resolved by a general meeting of shareholders, such as

the election of members to the board of directors or the declaration of dividends or other distributions.

To the extent that the interest

of this shareholder may differ from the interests of the Company’s other shareholders, the Company’s other shareholders may

be disadvantaged by any actions that this shareholder may seek to pursue.

Additionally, stockholders may not realize a benefit from the

Acquisition commensurate with the ownership dilution they experienced in connection with that transaction.

we expect that our Common Stock will remain listed on Nasdaq, there can be no assurance that we will be able to comply with the continued

listing standards of Nasdaq.

July 9, 2025, we received a letter (the “Notice”) from the Listing Qualifications Department of Nasdaq indicating that, as

a result of Warren Andrew Thomson’s resignation from the Board and the audit committee of the Board (the “Audit Committee”),

effective June 12, 2025, the Company is not currently in compliance with Nasdaq Listing Rule 5605.

The Notice has no immediate effect

on the listing or trading of the Company’s common stock.

Listing Rule 5605 requires that (i) a majority of the Board be comprised of independent directors and (ii) the Audit Committee be comprised

of at least three independent directors.

The Company currently has four directors, only two of whom qualify as independent directors.

In addition, the Audit Committee currently comprises only two independent directors.

Notice states that, consistent with Nasdaq Listing Rules 5605(b)(1)(A) and 5605(c)(4), Nasdaq will provide the Company a cure period

in order to regain compliance as follows:

(i) until the earlier to occur of the Company’s next annual stockholders’ meeting

or June 12, 2026;

or (ii) if the next annual stockholders’ meeting is held before December 9, 2025, then the Company must evidence

compliance no later than December 9, 2025.

The Company intends to appoint an additional independent director to serve as a member of

the Board and the Audit Committee prior to the end of the cure period described above.

Nasdaq delists our Common Stock due to our failure to meet its continued listing standards, we and our stockholders could face significant

material adverse consequences including:

● a limited availability

of market quotations for our securities;

● a determination

that our Common Stock is a “penny stock,” which will require brokers trading in our shares to adhere to more stringent rules,

possibly resulting in a reduced level of trading activity in the secondary trading market for our shares;

● a limited amount

of analyst coverage and more limited universe of potential investors in our securities;

● a decreased ability

to issue additional securities or obtain additional financing in the future.

price of our Common Stock may continue to be especially volatile, and if the Acquisition’s benefits do not meet the expectations

price of our Common Stock may continue to be especially volatile, and if the benefits of any particular acquisition do not meet the expectations

of investors, stockholders, or financial analysts, the market price of our Common Stock may decline.

to the Acquisition, there was no public market for YYEM’s securities.

Accordingly, the valuation ascribed to YYEM and our Common

Stock in the Acquisition might not have been indicative of the price that will prevail in the trading market following the Acquisition.

If an active market for our Common Stock continues, the trading price could be especially volatile, and fluctuations in the price of

our Common Stock could contribute to the loss of all or part of your investment.

For the period following the Acquisition and beyond,

our stock price may be subject to wide fluctuations in response to various factors, some of which are beyond our control.

factors listed below, among others, could have a material adverse effect on your investment, and our Common Stock may trade at prices

significantly below the price you paid for them.

In such circumstances, the trading price of our Common Stock may not recover and may

experience a further decline.

the benefits of the Acquisition, and the performance of the Company more broadly, do not meet the expectations of investors or securities

analysts, the market price of our Common Stock may decline.

Broad market and industry factors may materially harm the market price of

our securities irrespective of our operating performance.

The stock market in general, and Nasdaq in particular, have experienced price

and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected.

The trading prices and valuations of these stocks, and of our securities, may not be predictable.

A loss of investor confidence in the

market for retail stocks or the stocks of other companies which investors perceive to be similar to us could depress our stock price

regardless of our business, prospects, financial condition, or results of operations.

A decline in the market price of our securities

also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

trading price of our Common Stock has been volatile, and fluctuations in the price could contribute to the loss of all or part of your

Our stock price may continue to be subject to wide fluctuations in response to various factors, some of which are beyond

Any of the factors listed in this section, among other factors, could have a material adverse effect on your investment,

and our Common Stock may trade at prices significantly below the price you paid for them.

In such circumstances, the trading price of

our Common Stock may not recover and may experience a further decline.

the performance of the Company does not meet the expectations of investors or securities analysts, the market price of our Common Stock

Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance.

The stock market in general, and Nasdaq in particular, has experienced price and volume fluctuations that have often been unrelated or

disproportionate to the operating performance of the particular companies affected.

The trading prices and valuations of these stocks,

and of our Common Stock, may not be predictable.

A loss of investor confidence in the market for retail stocks or the stocks of other

companies which investors perceive to be similar to us could depress our stock price regardless of our business, prospects, financial

condition, or results of operations.

A decline in the market price of our Common Stock also could adversely affect our ability to issue

additional securities and our ability to obtain additional financing in the future.

do not intend to pay dividends on the shares of our Common Stock.

6 unchanged sentences

a return on your investment in our Common Stock only if the market price of the stock increases, which may never occur.

stockholders may not be able to enforce judgments entered by U.S.

courts against our officers and directors.

are incorporated in the State of Delaware.

However, all of our directors and executive officers reside outside the United States.

a result, our stockholders may not be able to effect service of process upon those persons within the United States or enforce against

those persons judgments obtained in U.S.

sales of shares of Common Stock may result in a decrease in the market price of our Common Stock, even if our business is doing well.

14 unchanged sentences

If no securities

or industry analysts commence coverage of our company, the trading price of our stock may be negatively impacted.

In the event that securities

or industry analysts initiate coverage, if one or more of the analysts who covers us downgrades our stock or publishes inaccurate or

unfavorable research about our business, our stock price may decline.

If one or more of these analysts ceases coverage of our Company

or fails to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price and trading volume

or industry analysts commence coverage of our company, the trading price of our Common Stock may be negatively impacted.

that securities or industry analysts initiate coverage, if one or more of the analysts who cover us downgrades our stock or publishes

inaccurate or unfavorable research about our business, our stock price may decline.

If one or more of these analysts cease coverage of

our Company or fail to publish reports on us regularly, demand for our Common Stock could decrease, which might cause our share price

and trading volume to decline.

of our Common Stock may be diluted by the future issuance of additional shares of Common Stock or preferred stock, or securities convertible

2 unchanged sentences

in the public market or the expectation that such sales may occur may decrease the market price of our Common Stock.

could issue a significant number of shares of Common Stock post-Acquisition, for example in connection with investments or acquisitions.

We may increase the number of shares of Common Stock reserved for the Slinger Bag Inc.

Global Share Incentive Plan (2020) which would

provide additional shares of Common Stock for the issuance, pursuant to the terms and subject to the conditions set forth in such plan,

of long-term incentive compensation which may take the form of options, restricted stock units or other securities.

Any of these issuances

could dilute existing stockholders of the Company, and such dilution could be significant.

Moreover, such dilution could have a material

adverse effect on the market price for the shares of our Common Stock.

Any issuance of shares of preferred stock with voting rights may

adversely affect the voting power of the holders of shares of our Common Stock, either by diluting the voting power of our Common Stock

if the preferred stock votes together with the Common Stock as a single class, or by giving the holders of any such preferred stock the

right to block an action on which they have a separate class vote, even if the action were approved by the holders of our Common Stock.

The future issuance of shares of preferred stock with dividend or conversion rights, liquidation preferences or other economic terms

favorable to the holders of preferred stock could adversely affect the market price for our Common Stock by making an investment in the

Common Stock less attractive.

For example, investors in the Common Stock may not wish to purchase Common Stock at a price above the conversion

price of a series of convertible preferred stock because the holders of the preferred stock would effectively be entitled to purchase

Common Stock at the lower conversion price, causing economic dilution to the holders of Common Stock.

As of April 30, 2025, the Company

had no shares of preferred stock authorized, issued or outstanding.

of the Company’s large shareholders may be able to exert significant influence on the Company and their interests may conflict

with the interests of its other shareholders.

of the Company’s large shareholders, including our officers and directors, represented approximately 55.8% of the Company’s voting rights as of August 7,

Therefore, these shareholders would be able to exert significant influence over certain matters, including matters that must be

resolved by the general meeting of shareholders, such as the election of members to the board of directors or the declaration of dividends

or other distributions.

To the extent that the interests of these shareholders may differ from the interests of the Company’s other

shareholders, the Company’s other shareholders may be disadvantaged by any actions that these shareholders may seek to pursue.

could issue a significant number of shares of Common Stock, for example in connection with investments or acquisitions.

We may increase

the number of shares of Common Stock reserved for the 2026 AiRWA Share Incentive Plan, which would provide additional shares of Common

Stock for the issuance, pursuant to the terms and subject to the conditions set forth in such plan, of long-term incentive compensation

which may take the form of options, restricted stock units or other securities.

Any of these issuances could dilute existing stockholders

of the Company, and such dilution could be significant.

Moreover, such dilution could have a material adverse effect on the market price

for the shares of our Common Stock.

Any issuance of shares of preferred stock with voting rights may adversely affect the voting power

of the holders of shares of our Common Stock, either by diluting the voting power of our Common Stock if the preferred stock votes together

with the Common Stock as a single class, or by giving the holders of any such preferred stock the right to block an action on which they

have a separate class vote, even if the action were approved by the holders of our Common Stock.

The future issuance of shares of preferred

stock with dividend or conversion rights, liquidation preferences, or other economic terms favorable to the holders of preferred stock

could adversely affect the market price for our Common Stock by making an investment in the Common Stock less attractive.

investors in the Common Stock may not wish to purchase Common Stock at a price above the conversion price of a series of convertible

preferred stock because the holders of the preferred stock would effectively be entitled to purchase Common Stock at the lower conversion

price, causing economic dilution to the holders of Common Stock.

As of April 30, 2026, the Company had no shares of preferred stock authorized,

issued, or outstanding.

Company may someday have large shareholders able to exert significant influence on the Company, and their interests may conflict with

the interests of other shareholders.

Company has in the past had, and could in the future have, large shareholders, including officers and directors.

These shareholders would

be able to exert significant influence over certain matters, including matters that must be resolved by a general meeting of shareholders,

such as the election of members to the board of directors or the declaration of dividends or other distributions.

To the extent that

the interests of these shareholders may differ from the interests of the Company’s other shareholders, the Company’s other

shareholders may be disadvantaged by any actions that these shareholders may seek to pursue.

stockholders may not be able to enforce judgments entered by United States courts against certain of our officers and directors.

are incorporated in the State of Delaware.

However, some of our directors and executive officers may reside outside of the U.S.

result, our stockholders may not be able to effect service of process upon those persons within the U.S.

or enforce against those persons

judgments obtained in U.S.

our shares of common stock become subject to the penny stock rules, it would become more difficult to trade our shares.

SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.

Penny stocks are generally

equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized

for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions

in such securities is provided by the exchange or system.

If we do not obtain or retain a listing on the Nasdaq and if the price of our

common stock is less than $5.00, our common stock will be deemed a penny stock.

The penny stock rules require a broker-dealer, before

a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified

In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from

those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser

and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement;

(ii) a written agreement

to transactions involving penny stocks;

and (iii) a signed and dated copy of a written suitability statement.

These disclosure requirements

may have the effect of reducing the trading activity in the secondary market for our common stock, and therefore stockholders may have

difficulty selling their shares.

However, most of our directors and executive officers may reside outside of the United States.

As a result, our stockholders may not be able to effect service of process upon those persons within the United States or enforce against

those persons judgments obtained in U.S.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors