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☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

Commission file number: 001-42027

(Exact name of Registrant as specified in its charter)

(Translation of Registrant’s name into English)

(Jurisdiction of incorporation or organization)

(+852) 6810-1055

(Address of principal executive offices)

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(g) of the Act.

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

An aggregate of 49,045,623 Class A ordinary shares, no par value, were outstanding as of December 31, 2025.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

*If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 o Item 18 o

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

In this annual report on Form 20-F, unless the context otherwise requires, references to:

•“$,” “dollars,” “USD”, “US$” or “U.S. dollars” are to the legal currency of the United States.

•“AUD” are to the legal currency of Australia;

•“Bitcoin” or “BTC” means the first decentralized digital asset and proof-of-work native token used as a medium of exchange and store of value on the Bitcoin blockchain.

•“Bitcoin Cash” or “BCH” means a fork of Bitcoin that was created to enable faster transactions and increased block size, aimed at facilitating everyday payments.

•“Binance Coin” or “BNB” means the native digital asset of the Binance exchange, used for trading fee discounts and various applications within the Binance ecosystem.

•“BVI Act” are to the BVI Business Companies Act, 2004 (as amended);

•“BVI” are to the British Virgin Islands;

•“CAD” are to the legal currency of Canada;

•“CAT” are to CAT Strategy Limited, a Hong Kong company incorporated on August 15, 2025 and a wholly-owned subsidiary of mF International;

•“CHF” are to the legal currency of Switzerland and Liechtenstein;

•“China” or the “PRC” are to the People’s Republic of China, including the special administrative regions of Hong Kong and Macau, unless referencing specific laws and regulations adopted by the PRC. The same legal and operational risks associated with operations in China may also apply to operations in Hong Kong;

•“Class A Ordinary Shares” are to the Class A Ordinary Shares of mF International Limited, with no par value;

•“Class B Ordinary Shares” are to the Class B Ordinary Shares of mF International Limited, with no par value;

•“Company,” “mF International,” “we”, “us”, or “our,” are to mF International Limited, a British Virgin Islands holding company, and to describing our consolidated financial information;

•“digital assets” means digital assets, blockchain-based tokens, cryptocurrencies, and other similar blockchain-based asset equivalents.

•“Digital Asset Operating Subsidiaries” are to CAT and iBCH (as defined below), wholly-owned subsidiaries of mF International, unless otherwise specified;

•“Ethereum” or “ETH” means the native digital asset on the Ethereum network.

•“EURO” are to the legal currency of 21 of the 27 member states of the European Union;

•“GBP” are to the legal currency of the United Kingdom and nine of its associated territories;

•“HK$”, “HKD” and “HK Dollar” are to the legal currency of Hong Kong;

•“Hong Kong” are to the Hong Kong Special Administrative Region of the People’s Republic of China for the purposes of this annual report only;

•“iBCH” are to iBCH Inc. (formerly known as "Master Info Limited"), a British Virgin Islands company incorporated on August 15, 2025 and a wholly-owned subsidiary of mF International;

•“Legacy Operating Subsidiaries” are to m-FINANCE, mFTT, OTX, wholly-owned subsidiaries of mF International, unless otherwise specified;

•“mainland China” are to mainland China of the PRC, excluding Taiwan, the special administrative regions of Hong Kong and Macau for the purposes of this annual report only;

•“Memorandum and Articles” are to the current memorandum and articles of association of mF International;

•“mF” or “m-FINANCE” are to m-FINANCE Limited, a Hong Kong company incorporated on February 11, 2002 and a wholly-owned subsidiary of mF International;

•“mFTT” are to m-FINANCE Trading Technologies Ltd., a Hong Kong company incorporated on March 21, 2013 and a wholly-owned subsidiary of mF International through m-FINANCE;

•“NZD” are to the legal currency of New Zealand, the Cook Islands, Niue, the Ross Dependency, Tokelau, and a British territory, the Pitcairn Islands;

•“Operating Subsidiaries” are to the Legacy Operating Subsidiaries and the Digital Asset Operating Subsidiaries;

•“Ordinary Shares” are to the Class A Ordinary Shares and Class B Ordinary Shares, collectively;

•“OTX” are to Omegatraders Systems Limited, a Hong Kong company incorporated on December 10, 2009 and a wholly-owned subsidiary of mF International through m-FINANCE;

•“PRC government” are to the government of mainland China, for the purposes of this annual report only;

•“PRC laws and regulations” or “PRC laws” are to the laws and regulations of mainland China;

•“RMB” and “Renminbi” are to the legal currency of mainland China;

•“SZ WFOE” are to m-FINANCE Software (Shenzhen) Limited, a mainland China company incorporated on March 27, 2014 and a wholly-owned subsidiary of m-FINANCE before de-registration;

•“TRON” or “TRX” means the native cryptocurrency of the TRON network, designed to create a decentralized platform for content sharing and entertainment;

•“Tether” or “USDT” refers to the stablecoin issued by Tether Limited, pegged to the U.S. dollar, enabling stable transactions on blockchain networks;

•“USD Coin” or “USDC” refers to the stablecoin issued by Circle Internet Financial LLC, which is pegged to the U.S. dollar for stable transactions;

•“U.S. GAAP” refers to generally accepted accounting principles in the United States;

•“World Liberty Financial USD” or “USD1” means the stablecoin issued by World Liberty Financial, providing a digital equivalent to the U.S. dollars for various financial transactions; and

•“XAU” refers to internationally accepted code for spot gold traded on the foreign exchange market.

We do not have any material operations of our own. We are a holding company with operations conducted through our Operating Subsidiaries in Hong Kong and the British Virgin Islands using Hong Kong dollars, the currency of Hong Kong, and U.S. dollars. Some of the reporting currency of the Operating Subsidiaries is in Hong Kong dollars. This annual report contains translations of certain foreign currency amounts into U.S. dollars for the convenience of the reader. Translations of amounts in the consolidated balance sheets, consolidated statements of income and comprehensive income, consolidated statements of changes in shareholders’ equity and consolidated statements of cash flows from HK$ into US$ as of and for the years ended December 31, 2025 and 2024 are solely for the convenience of the reader and were calculated at the noon buying rate of US$1 = HK$7.7833 and US$1 = HK$7.7677 , respectively, as published in H.10 statistical release of the United States Federal Reserve Board.

No representation is made that the HK$ amounts could have been, or could be, converted, realized or settled into US$ at such rate or at any other rate.

mF International is a BVI business company limited by shares and established under the laws of the British Virgin Islands on June 15, 2022. It is a holding company with no business operations of its own. mF International, through its wholly-owned subsidiaries m-FINANCE, mFTT, OTX, CAT Strategy Limited and iBCH Inc. conducts business operations in Hong Kong. A reorganization of the legal structure of the Company (the “Reorganization”) was completed on August 22, 2022. Prior to the Reorganization, our main Hong Kong subsidiary, m-FINANCE, with its three subsidiaries mFTT, OTX and SZ WFOE, was ultimately controlled by Gaderway Investments Limited.

As part of the Reorganization, mF International was incorporated under the laws of the British Virgin Islands on June 15, 2022, and being interspersed between Gaderway Investments Limited and m-FINANCE. Consequently, mF International became the holding company of m-FINANCE, with its three subsidiaries on August 22, 2022. The Company and its subsidiaries resulting from Reorganization have always been under the common control of the same controlling shareholder, Gaderway Investments Limited, before and after the Reorganization. The consolidation of the Company and its subsidiaries has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements.

m-FINANCE was incorporated in 2002 to provide financial trading solutions, including real-time mission critical forex, bullion/commodities trading platform solutions, financial value-added services, mobile applications and financial information for brokers and institutional clients in the region. After several years of operations, m-FINANCE had accumulated sufficient financial resources, and it established three wholly owned subsidiaries, OTX, mFTT and SZ WFOE in 2009, 2013 and 2014, respectively, for the purpose of increasing business efficiencies and diversification. In 2020, SZ WFOE applied for deregistration and the process of deregistration was completed in March 2023.

On August 15, 2025, mF International Limited established two subsidiaries, CAT Strategy Limited, a Hong Kong limited liability company, and iBCH Inc., a British Virgin Islands limited liability company, to introduce investment management. As of the date of this annual report, we conduct our business operations through our Operating Subsidiaries in Hong Kong and the British Virgin Islands.

The Company was established under the laws of the British Virgin Islands on June 15, 2022. The authorized number of ordinary shares was unlimited with no par value per share. On June 15, 2022, the Company issued 50,000 ordinary shares to Gaderway Investments Limited, for a consideration of US$0.01 per share.

On August 11, 2023, our shareholders approved a share split of our outstanding ordinary shares at a ratio of 1:231.7, which became effective immediately, resulting in 11,585,000 Ordinary Shares issued and outstanding after the share split. All references to ordinary shares, options to purchase ordinary shares, share data, per share data, and related information have been retroactively adjusted, where applicable, in this annual report to reflect the split of our ordinary shares as if it had occurred at the beginning of the earlier period presented.

On April 24, 2024, the Company completed its initial public offering (“IPO”) of 1,666,667 ordinary shares at a public offering price of $4.50 per share. The net proceeds raised from the IPO were approximately $5.7 million after deducting underwriting discounts, the offering expenses and an indemnity escrow.

On September 6, 2024, our shareholders approved the re-designation and re-classification of the ordinary shares beneficially held by Gaderway Investments Limited into 9,046,892 “Class B Ordinary Shares”, each with 20 votes per share, and the ordinary shares held by other shareholders into 4,204,775 “Class A Ordinary Shares”, each with one vote per share, on a one for one basis.

On May 22, 2025 a share purchase agreement was entered into, pursuant to which all of our Class B ordinary shares, representing approximately 97.73% of the aggregate voting power of the outstanding ordinary shares of the Company, were sold by Gaderway Investments Limited to Fire Lucky Investment Co., Ltd. for US$7,800,000 in cash.

On July 7, 2025 we announced a consolidation, which was effective July 10, 2025 of all of the Company’s issued and outstanding 4,204,775 Class A ordinary shares of no par value, each with one vote per share, and 9,046,892 Class B ordinary shares of no par value, each with 20 votes per share, on an 8:1 basis (the “Share Consolidation”), which was approved by the Company’s board of directors and shareholders on May 30, 2025. As a result of the Share Consolidation, each of the 4,204,775 Class A ordinary shares and 9,046,892 Class B ordinary shares will automatically be consolidated into 525,623 Class A ordinary shares of no par value, each with one vote per share (the “Class A Ordinary Shares”), and 1,130,862 Class B ordinary shares of no par value, each with 20 votes per share (the “Class B Ordinary Shares”), respectively, without any action on the part of the shareholders.

On November 21, 2025, the Company announced a $500.0 million private placement, or PIPE, with accredited institutional and individual investors in connection with its plans to initiate a digital asset treasury strategy. The PIPE closed on December 1, 2025 and involved the sale of 500 million of the Company’s class A ordinary shares and Pre-Funded Warrants at a purchase price of $10.00 per class A ordinary share. The Company received aggregate gross proceeds of $500.0 million from the PIPE, before deducting offering expenses. The Company intends to use the net proceeds primarily to fund the acquisition of Bitcoin cash (BCH) and the establishment of the Company’s digital asset treasury operations, as well as for working capital, general corporate and other purposes.

The following diagram illustrates our corporate structure as of the date of this annual report.

For details of our principal shareholders’ ownership, please refer to the beneficial ownership table in the section captioned “Item 6. Directors, Senior Management and Employees—E. Share Ownership.”

We are not a Chinese or Hong Kong operating company but a holding company incorporated in the British Virgin Islands, or the BVI. We do not conduct any business operations. Our shareholders are only directly investing in us, the holding company, and may never hold equity interests in our operating subsidiaries. As a limited company with no material operations, all our business operations are conducted by our Operating Subsidiaries in Hong Kong. This structure involves unique risks to the investors, and Chinese regulatory authorities could disallow this structure, which would likely result in a material change in our operations and/or a material change in the value of our securities, including that such event could cause the value of such securities to significantly decline or become worthless. Investing in our Class A Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. For example, the PRC government has initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice, including a cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using the variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Given the recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, any such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause such securities to significantly decline or be worthless. Additionally, any further control over offerings conducted overseas and/or foreign investment impacting the Operating Subsidiaries in Hong Kong by the Hong Kong government could result in a material change in our operations, financial performance and/or the value of our Class A Ordinary Shares or impair our ability to raise money.

See “— D. Risk Factors —Risks Related to Our Corporate Structure — Substantially all of the Operating Subsidiaries’ operations are conducted in Hong Kong. However, due to the long arm provisions under the current PRC laws and regulations, the Chinese government may exercise significant oversight and discretion over the conduct of such business and may intervene in or influence such operations at any time, which could result in a material change in the operations of the Operating Subsidiaries and/or the value of our Class A Ordinary Shares. The PRC government may also intervene or impose restrictions on our ability to move money out of Hong Kong to distribute earnings and pay dividends or to reinvest in our business outside of Hong Kong. Changes in the policies, regulations, rules, and the enforcement of laws of the Chinese government may also occur quickly with little advance notice and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain.”

The Operating Subsidiaries conduct a substantial amount of their business operations in Hong Kong, with less than 10% of their total customers in mainland China. Accordingly, we do not expect that the PRC laws and regulations currently have any material impact on the business of our subsidiaries, financial condition and results of operations. However, in the event that we or the Operating Subsidiaries were to become subject to PRC laws and regulations, we could incur material costs to ensure compliance, and we or the Operating Subsidiaries might be subject to fines, experience devaluation of securities or delisting, no longer be permitted to conduct offerings to foreign investors, and/or no longer be permitted to continue business operations as presently conducted. Currently, we remain subject to certain legal and operational risks associated with most of the Operating Subsidiaries being based in Hong Kong and having a substantial amount of their operations to date in Hong Kong. Recently, the Chinese regulatory entities have imposed more control over the Hong Kong legal system. Additionally, the legal and operational risks associated with mainland China may also apply to operations in Hong Kong, and we face the risks and uncertainties associated with the complex and evolving PRC laws and regulations and as to whether and how the recent PRC government statements and regulatory developments, such as those relating to data and cyberspace security, and anti-monopoly concerns, would be applicable to our Company or our subsidiaries in Hong Kong. These risks could result in material changes in the operations of the Operating Subsidiaries and/or the value of our securities or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. In addition, the PRC government has initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice, including a cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement, which may in the future impact the Operating Subsidiaries’ ability to conduct business, or our ability to accept foreign investments or list on a U.S. or other foreign exchange if we were to become subject to such regulations. On February 17, 2023, with the approval of the State Council, the China Securities Regulatory Commission (the “CSRC”) released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”) and five supporting guidelines, which became effective on March 31, 2023. According to the Trial Measures, among other requirements, (1) domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedures with the CSRC; if a domestic company fails to complete the filing procedures, such domestic company may be subject to administrative penalties; and (2) where a domestic company seeks to indirectly offer and list securities in an overseas market, the issuer shall designate a major domestic operating entity responsible for all filing procedures with the CSRC, and such filings shall be submitted to the CSRC within three business days after the submission of the overseas offering and listing application. As of the date of this annual report, we are not subject to the filing procedures under the Trial Measures and there are no effective laws or regulations in the PRC explicitly require our Company or the Operating Subsidiaries in Hong Kong to seek approvals from the CSRC or any other PRC governmental authorities for our future overseas offering plans. Nevertheless, since these statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. It is also highly uncertain what the potential impacts such modified or new laws and regulations will have on the business operations of the Operating Subsidiaries, our ability to accept foreign investments and the continued listing of our Class A Ordinary Shares on a U.S. or other foreign exchanges. If it is later determined that we are required by the Trial Measures to submit to the CSRC and complete the filing procedures with respect to any offering and continued listing, we cannot assure you that we will be able to complete such filings in a timely manner or even at all. Any failure by us to comply with such filing requirements under the Trial Measures may result in an order to rectify, warnings and fines against us and could materially hinder our ability to offer or continue to offer our securities. Moreover, if certain PRC laws and regulations were to become applicable to a company such as mF International or the Operating Subsidiaries in the future, the application of such laws and regulations may have a material adverse impact on the business of our subsidiaries, our financial condition and results of operations and our ability to offer or continue to offer securities to investors, any of which may cause the value of our securities, including the Class A Ordinary Shares, to significantly decline or become worthless. See “— D.

Risk Factors — Risks Related to Our Corporate Structure — The PRC government has initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using the variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. In the future, we may be subject to PRC laws and regulations related to the current business operations of the Operating Subsidiaries and any changes in such laws and regulations and interpretations may impair their ability to operate profitably, which could result in a material negative impact on such operations and/or the value of our securities.”, “— D. Risk Factors — Risks Related to Doing Business in Hong Kong — The enactment of Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region (the “Hong Kong National Security Law”) could impact the Operating Subsidiaries”, and “— D. Risk Factors — Risks Related to Doing Business in Hong Kong — The Hong Kong legal system embodies uncertainties which could limit the availability of legal protections.”

Furthermore, our Class A Ordinary Shares may be prohibited from trading on a national exchange or in the over-the-counter trading market in the United States under the Holding Foreign Companies Accountable Act (the “HFCA Act”), as amended by the Accelerating Holding Foreign Companies Accountable Act (the “Accelerating HFCA Act”), if the Public Company Accounting Oversight Board (United States) (the “PCAOB”), determines that it cannot inspect or fully investigate our auditors for two consecutive years beginning in 2022. As a result, an exchange may determine to delist our securities. Additionally, our securities may be prohibited from trading if our auditor cannot be fully inspected as more stringent criteria have been imposed by the SEC and the PCAOB, recently. On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act, which became effective on January 10, 2022. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions. For example, on December 16, 2021, the PCAOB issued a report on its determinations that it was unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, because of positions taken by PRC authorities in those jurisdictions. On August 26, 2022, the PCAOB signed a Statement of Protocol (SOP) Agreement with the CSRC and China’s Ministry of Finance (the “SOP Agreement”). The SOP Agreement established a specific, accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based in mainland China and Hong Kong, as required under U.S. law. On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination. On December 29, 2022, legislation titled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”), was signed into law by former President Biden. The Consolidated Appropriations Act contained, among other things, an identical provision to the Accelerating HFCA Act, which reduces the number of consecutive non-inspection years required for foreign companies to comply with PCAOB audits under the HFCA Act from what was originally three years to two, thus reducing the time period before their securities may be prohibited from trading or delisted. Our former auditors for fiscal 2023, Marcum Asia CPAs LLP (“Marcum Asia”), and 2024 Summit Group CPAs, P.C. (formally known as "Yu Certified Public Accountant, P.C."), are headquartered in New York, the United States while our new auditor, Enrome LLP, is headquartered in Singapore and have been inspected by the PCAOB on a regular basis. However, we cannot assure you that the NASDAQ Capital Market or other regulatory authorities would not apply additional or more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements. The delisting of our Class A Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment in the future. See “— D. Risk Factors — Risks Related to Our Class A Ordinary Shares and the Trading Market — Our Class A Ordinary Shares may be prohibited from being traded on a national exchange under the HFCA Act if the Public Company Accounting Oversight Board determines that it cannot inspect or fully investigate our auditors for two consecutive years beginning in 2022 and, as a result, an exchange may determine to delist our securities. The delisting of our Class A Ordinary Shares, or the threat of being delisted, may materially and adversely affect the value of your investment.”

We are permitted under the laws of the British Virgin Islands to provide funding to our subsidiaries in Hong Kong through loans or capital contributions without restrictions on the amount of the funds. Our Operating Subsidiaries are permitted under the laws of Hong Kong to provide funding to us, the holding company incorporated in the British Virgin Islands, through dividend distributions or payments without restrictions on the amount of the funds.

There are no restrictions or limitation on our ability to distribute earnings from our subsidiaries, including our subsidiaries in Hong Kong, to us and shareholders and U.S. investors, provided that the entity remains solvent after such distribution. Subject to the BVI Business Companies Act, 2004 (as amended), or the BVI Act and our Memorandum and Articles of Association, or Memorandum and Articles, our board of directors (the “Board”) may authorize and declare a dividend to shareholders at such time and of such an amount as they think fit if they are satisfied, on reasonable grounds, that immediately following the dividend payment, the value of our assets will exceed our liabilities and we will be able to pay our debts as they become due. According to the Companies Ordinance (Cap.622, Laws of Hong Kong), a Hong Kong company may only make a distribution out of profits available for distribution. Other than the above, we did not adopt or maintain any cash management policies and procedures as of the date of this annual report. Additionally, as of the date of this annual report, there are no further BVI or Hong Kong statutory restrictions on the amount of funds which may be distributed by us by dividend payments. However, in the future, funds may not be available to fund operations or for other use outside of Hong Kong, due to interventions in, or the imposition of restrictions and limitations on, our ability or on our subsidiaries’ ability by the PRC government to transfer cash. Any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on the ability to conduct business of the Operating Subsidiaries and might materially decrease the value of our Class A Ordinary Shares or cause them to be worthless. For a more detailed discussion of how the cash is transferred within our organization, see “— D. Risk Factors — Risks Related to the Corporate Structure — We rely on dividends and other distributions on equity paid by the Operating Subsidiaries to fund any cash and financing requirements we may have. In the future, funds may not be available to fund operations or for other use outside of Hong Kong, due to interventions in, or the imposition of restrictions and limitations on, our ability or the Operating Subsidiaries by the PRC government to transfer cash. Any limitation on the ability of our Operating Subsidiaries to make payments to us could have a material adverse effect on the Operating Subsidiaries’ ability and might materially decrease the value of our Class A Ordinary Shares or cause them to be worthless.”

Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us. As of the date of this annual report, there are no restrictions or limitations under the laws of Hong Kong imposed on the conversion of HK$ into foreign currencies and the remittance of currencies out of Hong Kong or across borders and to U.S investors. The laws and regulations of the PRC do not currently have any material impact on the transfer of cash from us to our Operating Subsidiaries or from our Operating Subsidiaries to us, our shareholders and U.S. investors. However, the Chinese government may, in the future, impose restrictions or limitations on our ability to transfer money out of Hong Kong, to distribute earnings and pay dividends to and from the other entities within our organization, or to reinvest in our business outside of Hong Kong. Such restrictions and limitations, if imposed in the future, may delay or hinder the expansion of our business outside of Hong Kong and may affect our ability to receive funds from the Operating Subsidiaries in Hong Kong. The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavorably impact the ability or way we or the Operating Subsidiaries conduct business, could require us to change certain aspects of the business of the Operating Subsidiaries to ensure compliance, which could decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, the business of the Operating Subsidiaries, our financial condition and results of operations could be adversely affected and such measures could materially decrease the value of our Class A Ordinary Shares, potentially rendering it worthless. For a more detailed discussion of this risk, see “— D. Risk Factors — Risks Related to Our Corporate Structure — We rely on dividends and other distributions on equity paid by the Operating Subsidiaries to fund any cash and financing requirements we may have. In the future, funds may not be available to fund operations or for other use outside of Hong Kong, due to interventions in, or the imposition of restrictions and limitations on, our ability or the Operating Subsidiaries by the PRC government to transfer cash. Any limitation on the ability of the Operating Subsidiaries to make payments to us could have a material adverse effect on our Operating Subsidiaries’ ability to conduct business and might materially decrease the value of our Class A Ordinary Shares or cause them to be worthless.”

The Company and its Operating Subsidiaries currently intend to retain all of their respective remaining funds and future earnings, if any, for the operation and expansion of the business and do not anticipate declaring or paying any further dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.

As of the date of this annual report, we do not plan to pay any further dividends out of our retained earnings in the foreseeable future.

The following selected consolidated statements of income and comprehensive income for the years ended December 31, 2023, 2024, and 2025 and selected consolidated balance sheets data as of December 31, 2023, 2024, and 2025 have been derived from our consolidated financial statements included elsewhere in this annual report.

Our consolidated financial statements are prepared and presented in accordance with U.S. GAAP. Our historical results are not necessarily indicative of the results that may be expected in the future. The following summary consolidated financial data should be read in conjunction with “Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS — A. Operating Results” and our consolidated financial statements included elsewhere in this annual report.

As of and for the years ended December 31, 2023, 2024 and 2025

A.[Reserved]

B.Capitalization and Indebtedness

C.Reasons for the Offer and Use of Proceeds

D.Risk Factors

    ●    Our digital treasury strategy exposes us to various risks, including liquidity, counterparty, technical risks

    ●    Bitcoin Cash (“BCH”) may be subject to risks that are greater than those associated with other, more widely adopted digital assets

    ●    Our operating results will be dependent on the price of digital assets, including BCH. If such price declines, our business, operating results, and financial condition would be adversely affected.

    ●    Regulatory change reclassifying BCH or other cryptocurrencies could lead to our classification as an “investment company” under the Investment Company Act of 1940

    ●    We are subject to various risks relating to the custody of cryptocurrencies and potential risks relating to the bankruptcy of cryptocurrency custodians

●    We have limited experience in operating our self-mining and digital asset-denominated life insurance businesses and may be unsuccessful in launching such new businesses

●    Our self-mining business exposes us to specific risk relating to the operating of mining data centers and cryptocurrency mining pools

●    Our digital asset-denominated life insurance businesses exposes us to regulatory, actuarial and insurance underwriting risks

We are a BVI holding company with five Operating Subsidiaries based in Hong Kong and the BVI, and we are subject to risks and uncertainties related to this corporate structure. These risks could result in material changes in our operations and/or the value of the securities we are registering for sale or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

Our Company and its Operating Subsidiaries currently do not have any substantive operations in mainland China. Accordingly, the current PRC laws and regulations do not have any material impact on our business, financial condition and results of operations. However, in the event that we or the Operating Subsidiaries were to become subject to PRC laws and regulations, we could incur material costs to ensure compliance, and we or the Operating Subsidiaries might be subject to fines, experience devaluation of securities or delisting, no longer be permitted to conduct offerings to foreign investors, and/or no longer be permitted to continue business operations as presently conducted. Currently, we remain subject to certain legal and operational risks associated both in mainland China and Hong Kong with the Operating Subsidiaries, including, but not limited to, the following:

    ●    We rely on dividends and other distributions on equity paid by the Operating Subsidiaries. Funds may not be available to fund operations or for other uses outside of Hong Kong, due to interventions in, or the imposition of restrictions and limitations on, our ability or the Operating Subsidiaries by the PRC government to transfer cash.

    ●     We may be subject to PRC laws and regulations related to the current business operations of the Operating Subsidiaries and any changes in such laws and regulations and interpretations may impair their ability to operate

    ●     We may become subject to a variety of PRC laws and other obligations regarding M&A Rules and data security, and any failure to comply with applicable laws and obligations could have a material and adverse effect on the Operating Subsidiaries’ business, financial condition and results of operations.

    ●     Substantially all of the Operating Subsidiaries’ operations are conducted in Hong Kong, with less than 10% of their total customers in mainland China. However, due to the long arm provisions under the current PRC laws and regulations, the Chinese government may exercise significant oversight and discretion over the conduct of such business and may intervene in or influence such operations or impose restrictions on our ability to move money out of Hong Kong with little advance notice and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain.    

    ●     We are an “emerging growth company” within the meaning of the Securities Act.

Our current operations are primarily in Hong Kong, which is a special administrative region of the PRC with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems”. As confirmed by our Hong Kong counsel, the PRC laws and regulations do not currently have any material impact on the business of the Operating Subsidiaries, their financial condition or results of operations. However, there is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong in the future. If there is significant change to current political arrangements between mainland China and Hong Kong, companies operate in Hong Kong may face similar regulatory risks as those operate in the PRC, including their ability to offer securities to investors, list their securities on a U.S. or other foreign exchange, conduct its business or accept foreign investment. In light of China’s recent expansion of authority in Hong Kong, there are risks and uncertainties which we cannot foresee for the time being, and the PRC laws and regulations and the enforcement of such that apply or are to be applied to Hong Kong can change quickly with little or no advance notice. The Chinese government may intervene or influence the operations of the Operating Subsidiaries at any time, or may exert more oversight and control over offerings conducted overseas and/or foreign investment in Hong Kong-based issuers, which could result in a material change in the operations and/or the value of the securities we are registering for sale, which could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. In general, we face risks and uncertainties relating to doing business in Hong Kong, including, but not limited to, the following:

    ●    It may be difficult for overseas shareholders and/or regulators to conduct investigations or collect evidence within the territory of China, including Hong Kong.    

    ●    You may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or our management named in this prospectus based on Hong Kong laws.

    ●    The enactment of Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region (the “Hong Kong National Security Law”) could impact the Operating Subsidiaries.

● The enforcement of laws and rules and regulations in China can change quickly with little advance notice. Additionally, the PRC laws and regulations and the enforcement of such that apply or are to be applied to Hong Kong can change quickly with little or no advance notice. As a result, the Hong Kong legal system embodies uncertainties which could limit the availability of legal protections, which could result in a material change in the operations of the Operating Subsidiaries and/or the value of the securities we are registering for sale.

    ●    There are some political risks associated with conducting business in Hong Kong.

The trading price of digital assets significantly decreased during prior periods, and such declines may occur again in the future. Our digital assets holdings are expected to impact our financial results and the market price of our listed securities.

We expect that a large portion of our assets will be concentrated in our digital assets holdings. The concentration of our assets limits our ability to mitigate risk that could otherwise be achieved by holding a more diversified portfolio of treasury assets. Our digital treasury strategy has not been tested over an extended period of time or under different market conditions. We are continually examining the risks and rewards of our strategy to acquire and hold digital assets. This strategy has not been tested over an extended period of time or under different market conditions. For example, although we believe BCH has the potential to serve as a hedge against inflation in the long term, the short-term price of BCH declined in recent periods during which the inflation rate increased. If BCH prices were to decline or our digital treasury strategy otherwise proves unsuccessful, our financial condition, results of operations, and the market price of our listed securities would be materially adversely impacted.

We will be subject to counterparty risks, including in particular risks relating to our custodians. Although we expect to implement various measures that are designed to mitigate our counterparty risks, such as storing substantially all of the digital assets we own in custody accounts at institutional-grade custodians and negotiating contractual arrangements intended to establish that our property interest in custodian-held digital assets is not subject to claims of our custodians’ creditors, applicable insolvency law is not fully developed with respect to the holding of digital assets in custodial accounts. If our custodian-held digital assets were nevertheless considered to be the property of our custodians’ estates in the event that any such custodians were to enter bankruptcy, receivership or similar insolvency proceedings, we could be treated as a general unsecured creditor of such custodians, inhibiting our ability to exercise ownership rights with respect to such digital assets, or delaying or hindering our access to our digital asset holdings, and this may ultimately result in the loss of the value related to some or all of such digital assets, which could have a material adverse effect on our financial condition as well as the market price of our listed securities.

The broader digital assets industry is subject to counterparty risks, which could adversely impact the adoption rate, price, and use of the digital assets we hold. A series of high-profile bankruptcies, closures, liquidations, regulatory enforcement actions and other events relating to companies operating in the digital asset industry in recent years have highlighted the counterparty risks applicable to owning and transacting in digital assets. Although these bankruptcies, closures, liquidations and other events have not resulted in any loss or misappropriation of our digital assets, nor have such events adversely impacted our access to our digital assets, they have, in the short-term, likely negatively impacted the adoption rate and use of our digital assets. Additional bankruptcies, closures, liquidations, regulatory enforcement actions or other events involving participants in the digital assets industry in the future may further negatively impact the adoption rate, price, and use of digital assets, limit the availability to us of financing collateralized by digital assets, or create or expose additional counterparty risks.

The broader digital assets industry, including the technology associated with digital assets, the rate of adoption and development of, and use cases for, digital assets, market perception of digital assets, and the legal, regulatory, and accounting treatment of digital assets are constantly developing and changing, and there may be additional risks in the future that are not possible to predict.

Any declines in the volume of digital asset transactions, the price of digital assets, or market liquidity for digital assets generally may adversely affect our operating results. As part of our digital asset treasury strategy, we will have significant investments in BCH and bitcoin-related assets. Our operating results will be impacted by the revenues and profits we generate from the purchase, sale, and trading of Bitcoin and financial contracts linked to Bitcoin.

Overall, the Bitcoin and BCH price has been significantly volatile and may remain so. In calendar year 2022, a number of companies in the digital assets industry declared bankruptcy, including cryptocurrency exchanges, hedge funds, miners and lenders, which also led, at least in part, to a significant drop in the Bitcoin price.

More recently, the approval of spot Bitcoin exchange-traded funds by the SEC in January 2024 initially drove substantial price appreciation, with Bitcoin reaching new all-time highs in late 2024 and 2025, but this was followed by a sharp correction, with Bitcoin declining by more than 50% from its October 2025 high to its February 2026 low, driven in part by macroeconomic uncertainty, shifting regulatory expectations and broader risk-off sentiment in global markets. Factors that contribute to Bitcoin price volatility generally include, but are not limited to, market sentiment, macroeconomic conditions, the utility of Bitcoin, regulatory developments and idiosyncratic events such as exchange outages or social media activity, some of which are beyond our control. In addition, the April 2024 halving event, which reduced the block reward from 6.25 to 3.125 Bitcoins, has further compressed mining economics and heightened sensitivity to Bitcoin price movements. Furthermore, individuals, companies or groups, as well as Bitcoin exchanges that hold substantial amounts of Bitcoins, can affect the market price of Bitcoin. While mining equipment production and mining pool locations are becoming centralized, the suspicion about the decentralized nature of Bitcoin may cause the market to lose confidence in the prospect of the Bitcoin industry, which would adversely affect Bitcoin price. This in turn could adversely affect the market demand for our services, products and business. The price and trading volume of any digital asset is subject to significant uncertainty and volatility, and may significantly decline in the future, without recovery. Such uncertainty and volatility depend on a number of factors, including:

•market conditions across the cryptoeconomy;

•changes in liquidity, volume, and trading activities;

•trading activities on digital asset trading platforms worldwide, many of which may be unregulated, and may include manipulative activities;

•investment and trading activities of highly active retail and institutional users, speculators, miners, and investors;

•the speed and rate at which cryptocurrency is able to gain adoption as a medium of exchange, utility, store of value, consumptive asset, security instrument, or other financial assets worldwide, if at all;

•decreased user and investor confidence in digital assets and digital asset trading platforms;

•negative publicity and events relating to the cryptoeconomy;

•unpredictable social media coverage or "trending" of digital assets;

•the ability for digital assets to meet user and investor demands;

•the functionality and utility of digital assets and their associated ecosystems and networks, including digital assets designed for use in various applications;

•consumer preferences and perceived value of digital assets and digital asset markets;

•increased competition from other payment services or other digital assets that exhibit better speed, security, scalability, or other characteristics;

•regulatory (including enforcement) or legislative changes and updates affecting the cryptoeconomy;

•the characterization of digital assets under the laws of various jurisdictions around the world;

•the maintenance, troubleshooting, and development of the blockchain networks underlying digital assets, including by miners, validators, and developers worldwide;

•the ability for cryptocurrency networks to attract and retain miners or validators to secure and confirm transactions accurately and efficiently;

•ongoing technological viability and security of digital assets and their associated smart contracts, applications and networks, including vulnerabilities against hacks and scalability;

•fees and speed associated with processing digital asset transactions, including on the underlying blockchain networks and on digital asset trading platforms;

•financial strength of market participants;

•the availability and cost of funding and capital;

•the liquidity of digital asset trading platforms;

•interruptions in service from or failures of major digital asset trading platforms;

•availability of an active derivatives market for various digital assets;

•availability of banking and payment services to support cryptocurrency-related projects;

•level of interest rates and inflation;

•monetary policies of governments, trade restrictions, and fiat currency devaluations; and

•national and international economic and political conditions.

There is no assurance that any digital asset will maintain its value or that there will be meaningful levels of trading activities. In the event that the price of digital assets or the demand for trading digital assets decline, our business, operating results, and financial condition could be adversely affected.

Bitcoin Cash (BCH) is a digital asset that was created through a hard fork of the Bitcoin blockchain and is distinct from Bitcoin and other widely recognized digital assets in terms of network adoption, developer support, and market infrastructure. Compared to Bitcoin and certain other digital assets with larger market capitalizations and broader institutional participation, the market for BCH may be more susceptible to price manipulation, sudden liquidity shortages, and outsized price movements, which could adversely affect the value of our BCH holdings.

The Bitcoin Cash network has experienced multiple contentious forks and governance disputes, which have resulted in the creation of competing and incompatible blockchain networks. These historical events highlight ongoing governance and coordination challenges within the BCH ecosystem. Future disagreements among developers, miners, or other network participants regarding protocol upgrades, block size, or technical direction could lead to further network fragmentation, operational instability, or loss of user confidence, risks that may be less pronounced in digital assets with more consolidated governance and development communities.

BCH also faces greater competitive pressure relative to certain other cryptocurrencies because its original value proposition—lower transaction fees and faster on-chain transactions—may be replicated or surpassed by alternative digital assets, layer-two solutions, or emerging blockchain technologies. If users, merchants, or developers migrate to competing platforms offering similar or superior functionality, the demand for BCH could decline, potentially more rapidly than for digital assets with broader use cases, stronger network effects, or greater brand recognition.

In addition, institutional adoption of BCH may be more limited than that of other digital assets. Certain institutional investors, custodians, and financial intermediaries may restrict or prohibit exposure to BCH due to internal risk policies, regulatory uncertainty, or perceived technological and governance risks. This limited institutional participation could constrain liquidity, increase volatility, and make it more difficult for us to efficiently acquire, hold, or dispose of BCH relative to other cryptocurrencies.

Because of these factors, BCH may be subject to heightened risks of volatility, obsolescence, and adverse market perception compared to certain other cryptocurrencies, and any decline in the acceptance, functionality, or perceived legitimacy of BCH could have a disproportionate adverse effect on the value of our digital asset holdings and our financial condition.

In our self-mining business, we compete with both established hash rate providers as well as less specialized data center and compute providers. In our digital asset-denominated life insurance business, we compete with established life insurance companies that may introduce digital-asset-linked products, as well as with new entrants seeking to capitalize on the intersection of digital assets and insurance. Many of our competitors have substantially greater financial resources, brand recognition, and regulatory relationships than we do. We cannot guarantee that we will be able to compete successfully in this environment.Our competitors include many well-known worldwide players, and we face competitors that are larger than ourselves and have advantages over ourselves in terms of economies of scale and financial and other resources. We expect that competition in our markets will continue to be intense. Some of our competitors may also have stronger brand names, greater access to capital, longer histories, longer relationships with their suppliers or customers and more resources than we do. Furthermore, these competitors may be able to adapt to changes in the industry more promptly and efficiently. Intense competition from existing and potential competitors could result in material price reductions in the products we sell or a decrease in our market share.

Under Sections 3(a)(1)(A) and (C) of the Investment Company Act of 1940 (the “Investment Company Act”), a company generally will be deemed to be an “investment company” for purposes of the Investment Company Act if (i) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities or (ii) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.

A significant portion of our assets likely will be concentrated in our digital asset holdings. Current and future legislation and SEC-rulemaking and other regulatory developments, including interpretations released by a regulatory authority, in particular deriving from the SEC’s March 18, 2026 interpretive release applying federal securities laws to certain types of crypto assets and certain transactions involving crypto assets, may impact the manner in which Bitcoin or other cryptocurrencies are viewed or treated for classification and clearing purposes. A contrary determination by the SEC could lead to our classification as an “investment company” under the Investment Company Act, which would subject us to significant additional regulatory controls that could have a material adverse effect on our ability to execute on our digital asset treasury strategy, and our business and operations and may also require us to substantially change the manner in which we conduct our business. In addition, if our digital asset is determined to be offered and sold as a security for purposes of the federal securities laws, the additional regulatory restrictions imposed by such a determination could adversely affect the market price of Bitcoin and in turn adversely affect the market price of our listed securities.

Our digital-asset activities are not regulated as those of mutual funds, exchange-traded funds, or registered investment advisers. As a result, our operations may involve greater volatility, concentration risk, and management discretion than would be permitted under those regimes.

Substantially all of our cryptocurrencies were held in custody by third party custodians. Our purchases and disposals of cryptocurrencies are also conducted through third party exchanges. We believe that the security procedures that such third parties utilize, such as issuing username, password and hardware tokens, are reasonably designed to safeguard our BCH and other cryptocurrencies from theft, loss, destruction or other issues relating to hackers and technological attack. Nevertheless, the security procedures cannot guarantee the prevention of any loss due to a security breach, software defect or act of God that may be borne by us. If such cryptocurrencies are lost, stolen or destroyed under circumstances rendering a third party liable to us, it is possible that our custodians may not have the financial resources or insurance sufficient to satisfy any or all of our claims against the third party, or have the ability to retrieve, restore or replace the lost, stolen or destroyed cryptocurrencies due to governing network protocols and the strength of the cryptographic systems associated with such cryptocurrencies. To the extent that we are unable to recover on any of our claims against any such third party, such loss could have a material adverse effect on our business, financial condition and results of operations.

If such services are commercially available, we will consider adding regulated banks, rather than solely relying on crypto custodian, as the custodian for a material amount of our cryptocurrencies. Obtaining cryptocurrency custody services from a regulated bank may confer benefits such as improved security and reduced fraud. Nevertheless, until now, banks have generally declined to provide custody services for cryptocurrencies and other virtual assets, due to the absence of clarity on permissibility and on regulators’ views of these activities generally. On July 22, 2020, the U.S. Office of the Comptroller of the Currency released publicly an interpretive letter confirming the authority of a national bank to provide cryptocurrency custody services for customers, providing that a national bank engaging in such activities should develop and implement those activities consistent with sound risk management practices and align them with the bank’s overall business plans and strategies as set forth in the guidance. On January 27, 2023, the Board of Governors of the Federal Reserve System released publicly a policy statement to interpret section 9(13) of the Federal Reserve Act, clarifying that the state member banks are not prohibited under the policy from providing safekeeping services for crypto-assets in a custodial capacity, if such activities are conducted in a safe and sound manner and in compliance with consumer, anti-money-laundering, and anti-terrorist-financing laws. On March 7, 2025, the Office of the Currency issued interpretive letter 1183, clarifying that national banks and federal savings associations are permitted to engage in cryptocurrency custody services, stablecoin activities, and participation in distributed ledger networks without prior approval, provided they implement robust risk management practices. However, it will take time for banks to start offering cryptocurrencies custodian services, and before then, we may have to continue to rely on crypto custodians for our crypto custodian needs.

Historically, we have engaged in cryptocurrency lending and investment activities with our counterparties, including lending cryptocurrencies and purchasing cryptocurrency wealth management products. These activities expose us to counterparty risk, whether we are acting as a lender, where the borrower may default on its obligation to return our cryptocurrencies, or as an investor, where the platform or counterparty may be unable to honor redemptions or withdrawals.

While we have not historically experienced any excessive redemptions, withdrawals, or a suspension of redemptions or withdrawals, of crypto assets from our exchanges or platforms, and we seek to manage our counterparty risk through measures such as collateral arrangements and limiting our exposure to any single counterparty, there is no assurance that these measures will be sufficient to prevent losses in the event of a counterparty default or market disruption.

Substantially all of the cryptocurrencies are held in custody with third party custodians and in segregated accounts such that they are segregated from the property of the custodians and the assets of other customers of the custodians. As a general matter, the treatment of cryptocurrencies held by custodians that file for bankruptcy protection is uncharted territory in bankruptcy law. We cannot say with certainty whether our cryptocurrencies held in custody by our custodians, should they declare bankruptcy, would be treated as property of the bankruptcy estate and, accordingly, whether we would be treated as a general unsecured creditor with respect of our cryptocurrencies held in custody. If we are treated as a general unsecured creditor, we may not be able to recover our cryptocurrencies in the event of a custodian bankruptcy.

We initiated our digital assets strategy in November 2025. A key element of our digital asset strategy is the expansion of our business into cryptocurrency self-mining and digital asset-denominated life insurance. Our digital assets business remains at an early stage, and there is no assurance that we will be able to scale it to a level that meaningfully contributes to our overall profitability.

To accomplish our growth strategies and manage the future growth of our operations, we will be required to enhance our capabilities, improve our operational and financial systems, and expand, train and manage our growing employee base. As we introduce new products or services or enter new markets, we may face new market, technological, operational and regulatory risks and challenges with which we are unfamiliar. Our current and planned operations, personnel, systems, internal procedures and controls may not be adequate to support our future growth and expansion.

Furthermore, it is difficult to forecast volatility in our new business and accurately allocate resources, including hash rate, datacenter capacity, mining rigs, underwriting capacity and human capital, across our business lines to achieve the best results in the medium or long term. If we are not able to manage our growth or execute our strategies effectively, our expansion may not be successful and our business and prospects may be materially and adversely affected.

Bitcoins and BCH are inherently scarce, given they are designed to have a finite supply of 21 million associated with “halving” mechanism. The number of blocks that can be solved in a year is designed to be fixed, and the number of Bitcoins awarded for solving a block in the blockchain halves approximately every four years until the estimated complete depletion of Bitcoin available for mining by around 2140. When the Bitcoin network was first launched, the reward for validating a new block was 50 Bitcoins. In November 2012, the reward for validating a new block was reduced to 25 Bitcoins. In July 2016, the reward for validating a new block was reduced to 12.5 Bitcoins, and in May 2020 and April 2024, the reward was further reduced to 6.25 Bitcoins and 3.125 Bitcoins. The next halving is expected to occur in 2028, at which time the reward will be reduced to 1.5625 Bitcoins. While the remaining Bitcoins are not designed to be entirely depleted in the near future, a decrease in the reward for solving a block or an increase in the transaction fees may result in a decrease in incentives for miners to continue their mining activities and the loss of Bitcoin’s dominant position among the cryptocurrencies, thereby reducing the demand for Bitcoin mining related services and products. BCH, being a hard fork of Bitcoin, is subject to the same halving mechanism as Bitcoin and as a result, the supply of BCH is also finite. We may not be able to quickly adapt our self-mining resources to new businesses or expand to other cryptocurrencies when all the Bitcoins have been discovered or Bitcoin is replaced by other cryptocurrencies as the mainstream cryptocurrency, which will result in a significant negative impact on our business and results of operations.

Our mining operation comprises blockchain mining technologies that depend on a network of computers to run certain software programs to solve complex transactions in competition with other mining operations and to process transactions. Because of this less centralized model and the complexity of our mining operation, there are uncertainties over the likelihood of winning a block reward and hence the outcome of our mining operations. While we participate in mining pools to combine our mining operations with other mining participants to increase processing power to solve blocks, there can be no assurance that such pools will adequately address this risk.

Digital asset-denominated life insurance is a novel product with no established track record of commercial viability at scale. We cannot assure you that our pricing models, underwriting assumptions, or business strategy will prove to be sound. We may face unexpected costs, inadequate demand, or operational challenges that prevent us from achieving profitability.

Traditional life insurance actuarial models are designed for fiat-currency-denominated products and may not be appropriate for products whose value is tied to digital assets. Our models necessarily rely on limited historical data regarding digital assets' behavior under stress scenarios, and they may fail to capture the correlation between digital assets price movements and broader economic conditions, policyholder mortality patterns, or lapse behavior. If our models are flawed, we may underprice risk, accumulate inadequate reserves, or suffer unexpected losses.

Policyholders may choose to lapse or surrender their policies during periods of digital asset price decline, particularly if the surrender value in fiat terms falls below their expectations or below the premiums paid. Conversely, policyholders may be less likely to lapse when digital assets prices are high, creating adverse selection dynamics. These lapse behaviors could destabilize our reserve position and cash flows.

The combination of insurance regulation and digital asset-specific operational expertise required to run our business is rare. Our management team may not have sufficient experience in one or both of these domains, which could lead to errors in strategy, compliance, operations, or risk management. We expect to eventually be licensed and regulated by the Bermuda Monetary Authority (BMA), which oversees insurance companies operating in Bermuda. The BMA has authority to impose conditions on our license, require changes to our capital structure, restrict our business activities, or revoke our license entirely. As digital asset-denominated insurance is a novel product, we cannot predict how the BMA will develop its regulatory approach to our business over time. Regulatory changes could increase our compliance burden, restrict our ability to innovate, or require us to hold additional capital.

The loss of any member of our senior management team, or our failure to attract, train and retain qualified personnel, especially our design and technical personnel, could impair our ability to grow our business and effectively execute our business strategy.

Since our inception, the growth and expansion of our business operations have been dependent upon the business strategies and foresight of our senior management. Our future success depends, in a large part, on the continued contributions of our senior management team, specifically Mr. Dawei Yuan. In addition, our future success depends on our ability to retain, attract and incentivize qualified personnel, including our management, sales, marketing, finance and especially research and development personnel. As the technology in the cryptocurrency industry is advancing at a quick pace, there is an increasing need for skilled engineers. Many companies across the world are struggling to find suitable candidates for their research and development positions. The process of hiring employees with the combination of skills and characteristics required to implement our strategy can be extremely competitive and time-consuming. We cannot assure you that we will be able to attract adequate personnel as we continue to pursue our business strategies.

Moreover, there is no assurance that we will be able to retain key existing employees. The loss of any of senior management could harm our ability to implement our business strategies and respond to the rapidly changing market conditions in which we operate, or could result in other operating risks. The loss of one or more of our key employees, or our inability to retain, attract and motivate qualified personnel, could have a material adverse effect on our business, financial condition and results of operations.

Future changes in U.S. federal income tax treatment or other regulations applicable to digital-asset activities could adversely affect our tax position or subject us to additional compliance costs, audits, or liabilities.

Certain insurance companies, financial institutions, or auditors may decline to transact or contract with companies engaging in digital-asset treasury activities, which could limit our access to services or increase operating costs.

We are a holding company incorporated in the British Virgin Islands, and we rely on dividends and other distributions on equity paid by the Operating Subsidiaries for our cash and financing requirements, including for the provision of funds necessary to pay dividends and other cash distributions to our shareholders and to service any debt we may incur. If the Operating Subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us.

Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us. See “Item 4. Information on the Company — B. Business Overview — Regulations — Regulations related to Hong Kong taxation.” The PRC laws and regulations do not currently have any material impact on transfers of cash from us to our Operating Subsidiaries or from our Operating Subsidiaries to us, our shareholders and U.S. investors. However, the Chinese government may, in the future, impose restrictions or limitations on our ability to transfer money out of Hong Kong, to distribute earnings and pay dividends to and from the other entities within our organization, or to reinvest in our business outside of Hong Kong. Such restrictions and limitations, if imposed in the future, may delay or hinder the expansion of our business outside of Hong Kong and may affect our ability to receive funds from the Operating Subsidiaries in Hong Kong. The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavorably impact the ability or way we or the Operating Subsidiaries conduct business, could require us to change certain aspects of our Operating Subsidiaries’ business to ensure compliance, which could decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, our financial condition and results of operations could be adversely affected and such measures could materially decrease the value of our Class A Ordinary Shares, potentially rendering them worthless.

Although we have direct ownership of the Operating Subsidiaries in Hong Kong, and currently do not have, nor intend to have, any subsidiary or any contractual arrangement to establish a VIE structure with any entity in mainland China, we are still subject to certain legal and operational risks associated with the Operating Subsidiaries which are based in Hong Kong and having operations conducted in Hong Kong, as of the date of this annual report. However, the legal and operational risks associated with China may also apply to the operations of our Operating Subsidiaries based in Hong Kong, and we face the risks and uncertainties associated with the complex and evolving PRC laws and regulations and as to whether and how the recent PRC government statements and regulatory developments, such as those relating to data and cybersecurity and anti-monopoly concerns, would be applicable to our Company or our subsidiaries in Hong Kong. In the event that we or the Operating Subsidiaries were to become subject to PRC laws and regulations, we could incur material costs to ensure compliance, and we or the Operating Subsidiaries might be subject to fines, experience devaluation of securities or delisting, no longer be permitted to conduct offerings to foreign investors, and/or no longer be permitted to continue business operations as presently conducted.

Our organizational structure involves risks to the investors, and Chinese regulatory authorities could disallow this structure, which would likely result in a material change in our operations and/or a material change in the value of our securities, including the risk that such event could cause the value of such securities to significantly decline or become worthless. Moreover, there are substantial uncertainties regarding the interpretation and application of PRC laws and regulations including, but not limited to, the laws and regulations related to our Operating Subsidiaries’ business and the enforcement and performance of our arrangements with customers in certain circumstances. The laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement may involve substantial uncertainty. The effectiveness and interpretation of newly enacted laws or regulations, including amendments to existing laws and regulations, may be delayed, and our Operating Subsidiaries’ business may be affected if we rely on laws and regulations which are subsequently adopted or interpreted in a manner different from our understanding of these laws and regulations. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our Operating Subsidiaries’ business.

The uncertainties regarding the enforcement of laws and the fact that rules and regulations in China can change quickly with little advance notice, along with the risk that the Chinese government may intervene or influence our operations at any time could result in a material change in our operations and/or the value of the securities we are registering.

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in 2006 and amended in 2009, require an overseas special purpose vehicle formed for listing purposes through acquisitions of domestic companies in mainland China and controlled by companies or individuals of mainland China to obtain the approval of the China Securities Regulatory Commission, or the CSRC, prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. In addition, on February 17, 2023 , the CSRC promulgated the Trial Measures and five supporting guidelines, which became effective on March 31, 2023, requiring, among other things, that (1) domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedures with the CSRC; if a domestic company fails to complete the filing procedures, such domestic company may be subject to administrative penalties; (2) where a domestic company seeks to indirectly offer and list securities in an overseas market, the issuer shall designate a major domestic operating entity responsible for all filing procedures with the CSRC, and such filings shall be submitted to the CSRC within three business days after the submission of the overseas offering and listing application.

We are a holding company incorporated in the British Virgin Islands with Operating Subsidiaries based in Hong Kong and the British Virgin Islands, and, as of the date of this annual report, we have no active subsidiary, VIE structure or any direct operations in mainland China, nor do we intend to have any subsidiary or VIE structure or intent to acquire any equity interests in any domestic companies in mainland China, and we are not controlled by any companies or individuals of mainland China. Further, we are headquartered in Hong Kong, with our chief executive officer and chief financial officer based in Hong Kong, and all our revenues and profits are generated by the Operating Subsidiaries in Hong Kong and the British Virgin Islands. Moreover, pursuant to the Basic Law of the Hong Kong Special Administrative Region, or the Basic Law, PRC laws and regulations shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to national defense, foreign affairs and other matters that are not within the scope of autonomy). Therefore, as of the date of this annual report, the CSRC’s approval is not required for the listing and trading of our Class A Ordinary Shares in the U.S. exchange as provided under the M&A Rules, and we would not be subject to filing requirements with the CSRC pursuant to the Trial Measures and supporting guidelines.

We are aware that the PRC government has initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using the variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. For example, on July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws.

In addition, on December 28, 2021, the Cyberspace Administration of China (the “CAC”), together with other administrative departments, jointly promulgated the Cybersecurity Review Measures which became effective on February 15, 2022, and repealed the Cybersecurity Review Measures promulgated on April 13, 2020. Such Measures require that, among other things, and in addition to any operator of critical information infrastructure, any network platform operators possessing personal information of more than one million users which seeks to list in a foreign stock exchange shall also be subject to cybersecurity review, and such Measures further elaborate on the factors to be considered when assessing the national security risks of the relevant activities. The publication and revision of the Cybersecurity Review Measures indicates greater oversight by the PRC regulatory authorities over data security, which may impact our Operating Subsidiaries’ business in the future. On September 24, 2024, the State Council promulgated the Regulations on Network Data Security Management (the “Data Security Regulations”), which came into effect on January 1, 2025. The Data Security Regulations require that network data processors conducting data processing activities that affect or may affect national security shall undergo a national security review in accordance with relevant national regulations. As of the date of this annual report, the Operating Subsidiaries currently have less than 10% of their total customer in mainland China. Additionally, the Operating Subsidiaries may collect and store certain data for customer registration purpose. As of the date of this annual report, we do not expect the Cybersecurity Review Measures or the Data Security Regulations to have an impact on the Operating Subsidiaries business or operations to subject us or the Operating Subsidiaries to permission requirements from the CAC or any other government agency that is required to approve our operations, as we do not believe that we will be deemed to be an “operator of critical information infrastructure” or a “network platform operator” possessing personal information of more than one million users, that are required to file for cybersecurity review before listing in the U.S., because (i) all operations are conducted by the Operating Subsidiaries which currently mostly serve clients outside mainland China; (ii) we do not have or intend to have, nor do we have or intend to establish, a VIE structure with any entity in mainland China and the Cybersecurity Review Measures remain unclear whether they shall be applied to a company like us; (iii) as of the date of this annual report, we have neither collected nor stored any personal information of any mainland China individual or within mainland China, nor do we entrust or expect to be entrusted by any individual or entity to conduct any data processing activities of any mainland China individual or within mainland China, and the data processed in our business is less likely to have a bearing on national security; (iv) as of the date of this annual report, we have not been informed by any PRC governmental authority of any requirement that we must file for a cybersecurity review; and (v) pursuant to the Basic Law of the Hong Kong Special Administrative Region, or the Basic Law, PRC laws and regulations shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to national defense, foreign affairs and other matters that are not within the scope of autonomy). However, there remains significant uncertainty in the interpretation and enforcement of relevant PRC cybersecurity laws and regulations. If we were deemed to be an “operator of critical information infrastructure” or a “network platform operator” possessing personal information of more than one million users, or if other regulations promulgated in relation to the Cybersecurity Review Measures and the Data Security Regulations are deemed to apply to us, the business operations of the Operating Subsidiaries and the listing of our Class A Ordinary Shares in the U.S. could be subject to CAC’s cybersecurity review or we and the Operating Subsidiaries might be covered by permission from the CAC or any other government agency that is required to approve our operations in the future. Nevertheless, since these statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. It also remains highly uncertain what the potential impact such modified or new laws and regulations will have on our daily business operations, its ability to accept foreign investments and the listing of our Class A Ordinary Shares on a U.S. or other foreign exchanges. If any or all of the foregoing were to occur, it may cause the value of our Class A Ordinary Shares to significantly decline or become worthless.

On February 17, 2023, with the approval of the State Council, the CSRC released the Trial Measures and five supporting guidelines, which became effective on March 31, 2023. According to the Trial Measures, among other requirements, (1) domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedures with the CSRC; if a domestic company fails to complete the filing procedures, such domestic company may be subject to administrative penalties; (2) where a domestic company seeks to indirectly offer and list securities in an overseas market, the issuer shall designate a major domestic operating entity responsible for all filing procedures with the CSRC, and such filings shall be submitted to the CSRC within three business days after the submission of the overseas offering and listing application. Since we are a company duly incorporated in the BVI, (i) with business operations conducted by the Operating Subsidiaries in Hong Kong, and (ii) neither we nor our Operating Subsidiaries currently have any subsidiary in the PRC nor have they entered into any contractual arrangements to establish a variable interest entity structure with any entity in the PRC, we fail to meet the conditions under Article 15 of the Trial Measures and the supporting guidelines which constitute an indirect overseas listing in an overseas market that would otherwise subject us to the Trial Measures and supporting guidelines as of the date of this annual report.

Therefore, as of the date of this annual report, no effective laws or regulations in the PRC explicitly require our Company or the Operating Subsidiaries in Hong Kong to seek approvals from the CSRC or any other PRC governmental authorities for our future overseas offering plans. If it is later determined that we are required by the Trial Measures to submit to the CSRC and complete the filing procedures of any offering and listing, we cannot assure you that we will be able to complete such filings in a timely manner or even at all. Any failure by us to comply with such filing requirements under the Trial Measures may result in an order to rectify, warnings and fines against us and could materially hinder our ability to offer or continue to offer our securities.

As of the date of this annual report, we are not required to obtain permission or approval from Hong Kong authorities to offer the securities being registered to foreign investors, save that our Class A Ordinary Shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules promulgated thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong). Should there be any change in applicable laws, regulations, or interpretations, and we or any of the Operating Subsidiaries are required to obtain such permissions or approvals in the future, we will strive to comply with the then applicable laws, regulations, or interpretations.

Based on our understanding of the PRC laws and regulations currently in effect, as of the date of this annual report, neither we nor the Operating Subsidiaries are subject to the M&A Rules, the Cybersecurity Review Measures, the Data Security Regulations, the Trial Measures or the regulations or policies that have been issued by the CSRC, the State Council or the CAC as of the date of this annual report, nor are we currently covered by permission requirements from the CSRC, the CAC or any other PRC governmental agency that is required to approve our listing on the U.S. exchanges and offering securities. Hence, based on the foregoing, since we are not subject to the regulations or policies issued by the CSRC, the CAC or the State Council to date, we believe that we are currently not required to be compliant with such regulations and policies issued by the CSRC, the CAC or the State Council as of the date of this annual report. Further, as of the date of this annual report, neither we nor the Operating Subsidiaries have ever applied for any such permission or approval, as we currently are not subject to the M&A Rules or the regulations and policies issued by the CAC or any other PRC governmental agency. However, if there is significant change to current political arrangements between mainland China and Hong Kong, or the applicable laws, regulations, or interpretations change, and, in such event, if we are required to obtain such approvals in the future and we do not receive or maintain the approvals or are denied permission from mainland China or Hong Kong authorities, we will not be able to list our Class A Ordinary Shares on a U.S. exchange, or continue to offer securities to investors, which would materially affect the interests of the investors and cause the value of our Class A Ordinary Shares to decline significantly or be worthless.

The PRC government has initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice, including a cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using the variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Given the recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, any such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause such securities to significantly decline or be worthless. Additionally, any further control over offerings conducted overseas and/or foreign investment impacting the Operating Subsidiaries in Hong Kong by the Hong Kong government could result in a material change in our operations, financial performance and/or the value of our Class A Ordinary Shares or impair our ability to raise money.

Recent statements, laws and regulations by the Chinese government, including the Cybersecurity Review Measures, the Data Security Regulations, the PRC Personal Information Protection Law, and the Trial Measures published by CSRC, have already indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in China-based issuers. It remains uncertain whether the Chinese government will adopt additional requirements or extend the existing requirements to apply to the Operating Subsidiaries located in Hong Kong. Any future action by the PRC government expanding the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.

We are an “emerging growth company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make it more difficult to compare our performance with other public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.

For as long as we remain an “emerging growth company”, as defined in the JOBS Act, we will elect to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Because of these lessened regulatory requirements, our shareholders would be left without information or rights available to shareholders of more mature companies. If some investors find our Class A Ordinary Shares less attractive as a result, there may be a less active trading market for our Class A Ordinary Shares and our Ordinary Share price may be more volatile.

As of the date of this annual report, we incur significant legal, accounting and other expenses as a public company that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC, impose various requirements on the corporate governance practices of public companies. We are an “emerging growth company,” as defined in the JOBS Act and will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our IPO, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A Ordinary Shares that is held by non-affiliates exceeds $700 million as of the prior the fiscal year ended on December 31, 2021 and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 in the assessment of the emerging growth company’s internal control over financial reporting and permission to delay adopting new or revised accounting standards until such time as those standards apply to private companies.

Compliance with these rules and regulations increases our legal and financial compliance costs and makes some corporate activities more time-consuming and costly. After we are no longer an “emerging growth company,” or until five years following the completion of our initial public offering, whichever is earlier, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 and the other rules and regulations of the SEC. For example, as a public company, we may be required to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. We may invest in obtaining director and officer liability insurance. In addition, we may incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

Shareholder claims or regulatory investigations that are common in the United States generally are difficult to pursue as a matter of law or practicality in China. For example, in China, there are significant legal and other obstacles to providing information needed for regulatory investigations or litigation initiated outside China. Although the authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such cooperation with the securities regulatory authorities in the Unities States may not be efficient in the absence of mutual and practical cooperation mechanism.

Our principal business operations are conducted in Hong Kong. In the event that the U.S. regulators carry out an investigation on us and there is a need to conduct such investigation, or collect evidence within, the territory of the PRC, the U.S. regulators may not be able to carry out such investigation or evidence collection directly in the PRC under the PRC laws. The U.S. regulators may, in the future, consider cross-border cooperation with a securities regulatory authority of the PRC by way of judicial assistance, diplomatic channels or regulatory cooperation mechanism established with the securities regulatory authority of the PRC. Additionally, the Securities and Futures Commission of Hong Kong (“SFC”) is a signatory to the International Organisation of Securities Commissions Multilateral Memorandum of Understanding (“MMOU”), which provides for mutual investigatory and other assistance and exchange of information between securities regulators around the world, including the SEC. This is also reflected in section 186 of the Securities and Futures Ordinance (“SFO”) which empowers the SFC to exercise its investigatory powers to obtain information and documents requested by non-Hong Kong regulators, and section 378 of the SFO which allows the SFC to share confidential information and documents in its possession with such regulators. However, there is no assurance that such cooperation will materialize, or if it does, whether it will adequately address any efforts to investigate or collect evidence to the extent that may be sought by U.S. regulators.

Currently, all of our operations are conducted outside the United States, and all of our assets are located outside the United States. All of our directors and officers are Hong Kong nationals or residents and a substantial portion of their assets are located in Hong Kong outside the United States. Foreign judgments of United States courts will not be directly enforced in Hong Kong, as there are currently no treaties or other arrangements providing for reciprocal enforcement of foreign judgments between Hong Kong and the United States. You may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or our management named in the annual report, as judgments entered in the United States can be enforced in Hong Kong only at common law. If you want to enforce a judgment of the United States in Hong Kong, it must be a final judgment conclusive upon the merits of the claim, for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges, the proceedings in which the judgment was obtained were not contrary to natural justice, and the enforcement of the judgment is not contrary to public policy of Hong Kong. Such a judgment must be for a fixed sum and must also come from a “competent” court as determined by the private international law rules applied by the Hong Kong courts. For more information regarding the relevant laws of the British Virgin Islands and Hong Kong.

On June 30, 2020, the Standing Committee of the PRC National People’s Congress adopted the Hong Kong National Security Law. This law defines the duties and government bodies of the Hong Kong National Security Law for safeguarding national security and four categories of offences — secession, subversion, terrorist activities, and collusion with a foreign country or external elements to endanger national security — and their corresponding penalties. On July 14, 2020, the U.S. President Donald Trump signed the Hong Kong Autonomy Act, or HKAA, into law, authorizing the U.S. administration to impose blocking sanctions against individuals and entities who are determined to have materially contributed to the erosion of Hong Kong’s autonomy. On August 7, 2020 the U.S. government imposed HKAA-authorized sanctions on eleven individuals, including HKSAR chief executive Carrie Lam. On October 14, 2020, the U.S. State Department submitted to relevant committees of Congress the report required under HKAA, identifying persons materially contributing to “the failure of the Government of China to meet its obligations under the Joint Declaration or the Basic Law.” On March 16, 2021, the U.S. State Department submitted a report listing an additional 24 foreign persons determined to meet the HKAA criteria. This report is an update to the October 2020 and March 2021 reports, consistent with section 5(e) of the HKAA. The HKAA further authorizes secondary sanctions, including the imposition of blocking sanctions, against foreign financial institutions that knowingly conduct a significant transaction with foreign persons sanctioned under this authority. The imposition of sanctions may directly affect the foreign financial institutions as well as any third parties or customers dealing with any foreign financial institution that is targeted. It is difficult to predict the full impact of the Hong Kong National Security Law and HKAA on Hong Kong and companies located in Hong Kong. If the Operating Subsidiaries are determined to be in violation of the Hong Kong National Security Law or the HKAA by competent authorities, the business operations, our financial position and results of operations could be materially and adversely affected.

As one of the conditions for the handover of the sovereignty of Hong Kong to China, China accepted conditions such as Hong Kong’s Basic Law. The Basic Law ensured Hong Kong will retain its own currency (the Hong Kong Dollar), legal system, parliamentary system and people’s rights and freedom for fifty years from 1997. This agreement has given Hong Kong the freedom to function with a high degree of autonomy. Hong Kong is responsible for its own domestic affairs including, but not limited to, the judiciary and courts of last resort, immigration and customs, public finance, currencies and extradition. Hong Kong continues using the English common law system.

However, if the PRC attempts to alter its agreement to allow Hong Kong to function autonomously, this could potentially impact Hong Kong’s common law legal system and may in turn bring about uncertainty in, for example, the enforcement of the contractual rights of our Operating Subsidiaries. This could, in turn, materially and adversely affect business and operations of our Operating Subsidiaries. Additionally, intellectual property rights and confidentiality protections in Hong Kong may not be as effective as in the United States or other countries. Accordingly, we cannot predict the effect of future developments in the Hong Kong legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws. These uncertainties could limit the legal protections available to us, including the ability to enforce agreements with the customers.

As one of the conditions for the handover of the sovereignty of Hong Kong to China, China accepted conditions such as Hong Kong’s Basic Law. The Basic Law ensured that capitalist system and way of life in Hong Kong shall remain unchanged for 50 years, and has given Hong Kong the freedom to function with a high degree of autonomy. Hong Kong is responsible for its own domestic affairs including, but not limited to, the judiciary and courts of last resort, immigration and customs, public finance, currencies and extradition. Hong Kong continues using the English common law system.

However, if the PRC attempts to alter its agreement to allow Hong Kong to function autonomously, this could potentially impact Hong Kong’s common law legal system and may in turn bring about uncertainty in, for example, the enforcement of our contractual rights. This could, in turn, materially and adversely affect the business and operations of our Operating Subsidiaries. Additionally, intellectual property rights and confidentiality protections in Hong Kong may not be as effective as in the United States or other countries.

Accordingly, we cannot predict the effect of future developments in the Hong Kong legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws. These uncertainties could limit the legal protections available to our Operating Subsidiaries, including their ability to enforce agreements with our customers.

The operations of the Operating Subsidiaries are principally based in Hong Kong. Accordingly, the business operations of the Operating Subsidiaries and financial conditions will be affected by the political and legal developments in Hong Kong. During the period covered by the financial information incorporated by reference into and included in this annual report, substantially all our revenue is derived from the operations of our Operating Subsidiaries in Hong Kong. Any adverse economic, social and/or political conditions, material social unrest, strike, riot, civil disturbance or disobedience, as well as significant natural disasters, may affect the market and may adversely affect the business operations of our Operating Subsidiaries. Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, namely, Hong Kong’s constitutional document, which provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems”. However, there is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong in the future. Since all of our operations are based in Hong Kong, any change of such political arrangements may pose an immediate threat to the stability of the economy in Hong Kong, thereby directly and adversely affecting our results of operations and financial positions.

The Hong Kong protests that began in 2019 were triggered by the introduction of the Fugitive Offenders amendment bill by the Hong Kong government. If enacted, the bill would have allowed the extradition of criminal fugitives who are wanted in territories with which Hong Kong does not currently have extradition agreements, including mainland China. This led to concerns that the bill would subject Hong Kong residents and visitors to the jurisdiction and legal system of mainland China, thereby undermining the region’s autonomy and people’s civil liberties. Various sectors of the Hong Kong economy have been adversely affected as the protests turned increasingly violent. Most notably, the airline, retail, and real estate sectors have seen their sales decline.

Under the Basic Law of the Hong Kong Special Administrative Region of the People’s Republic of China, Hong Kong is exclusively in charge of its internal affairs and external relations, while the government of the PRC is responsible for its foreign affairs and defense. As a separate customs territory, Hong Kong maintains and develops relations with foreign states and regions. Based on certain recent development including the Law of the People’s Republic of China on Safeguarding National Security in the Hong Kong Special Administrative Region issued by the Standing Committee of the PRC National People’s Congress in June 2020, the U.S. State Department has indicated that the United States no longer considers Hong Kong to have significant autonomy from China and President Trump signed an executive order and Hong Kong Autonomy Act, or HKAA, to remove Hong Kong’s preferential trade status and to authorize the U.S. administration to impose blocking sanctions against individuals and entities who are determined to have materially contributed to the erosion of Hong Kong’s autonomy. The United States has imposed the same tariffs and other trade restrictions on exports from Hong Kong that it places on goods from mainland China. These and other recent actions may represent an escalation in political and trade tensions involving the U.S, China and Hong Kong, which could potentially harm our business.

Our revenue is susceptible to the ongoing incidents or factors which affect the stability of the social, economic and political conditions in Hong Kong. Any drastic events may adversely affect the business operations of our Operating Subsidiaries. Such adverse events may include changes in economic conditions and regulatory environment, social and/or political conditions, civil disturbance or disobedience, as well as significant natural disasters. Given the relatively small geographical size of Hong Kong, any of such incidents may have a widespread effect on the business operations of our Operating Subsidiaries, which could in turn adversely and materially affect our business, our results of operations and financial condition. It is difficult to predict the full impact of the HKAA on Hong Kong and companies with operations in Hong Kong like us. Furthermore, legislative or administrative actions in respect of China-U.S. relations could cause investor uncertainty for affected issuers, including us, and the market price of our Class A Ordinary Shares could be adversely affected.

The functional currency of our Hong Kong subsidiaries is Hong Kong dollars. Since 1983, the Hong Kong dollar has been pegged to the U.S. dollar at the rate of approximately HK$7.79 to US$1.00. There is no assurance that this policy will not be changed in the future.

If the pegging system collapses and Hong Kong dollars suffer devaluation, our business, financial condition and results of operations could be materially and adversely affected.

The financial technology industry in Hong Kong and Asia is competitive and fragmented. With the rise of electronic trading in recent years, the industry has attracted the presence of both Hong Kong-based and international companies.

The market for financial trading solutions is still at its emerging stage, and we believe that it will continue to grow in the coming years. The prospect and potential of this market is expected to attract entry by companies with substantial capital and resources. Mergers and acquisitions of enterprises and consolidation of the industries may become a trend in the market. The environment in which our Legacy Operating Subsidiaries operate will likely become more competitive as a result. The competitors of our Legacy Operating Subsidiaries may offer similar financial trading solutions and services at prices lower than those of our Legacy Operating Subsidiaries. There is no guarantee that the projects undertaken and services provided by our Legacy Operating Subsidiaries in the future will allow our Legacy Operating Subsidiaries to maintain their present profit margins, and a competitive environment may adversely affect our profitability.

Our Legacy Operating Subsidiaries provide financial trading solutions primarily to market participants in the financial and brokerage industry. It is observed that the financial and brokerage industry is characterized by intensive competition. Intensive competition in the financial and brokerage industry will inevitably affect the profit margins of market participants and may consequently affect such participants’ willingness to invest in new technologies or to expand their current usage of existing technologies. This may adversely affect our business development. Traditional small to medium sized brokerage firms may face competition from larger brokers that have more capital, resources or experience. The possible emergence of consolidation of the global brokerage industry may lead to reduction in the number of the players in the industry. If the number of our potential and existing customers or their size of operations decrease, our existing business and future growth potential may be adversely affected.

In general, the financial technology industry is dynamic. The industries in which we operate, including those providing and maintaining financial trading solutions, mobile and desktop trading applications and financial value-added services, are all highly dynamic and may not develop as expected. Our customers may not fully understand the value of our solutions and potential new customers may have difficulty distinguishing our solutions from those of our competitors. If we fail to convince our customers of the value of our solutions, the markets for our solutions do not continue to develop as we expect or we fail to address the needs of these dynamic, evolving industries, our Legacy Operating Subsidiaries’ business may be materially and adversely affected.

The target customers of our Legacy Operating Subsidiaries include financial brokers and institutions mainly located in Asia, whose demand for financial trading solutions is dependent upon their business operations and expansion needs, which, to a large extent, are dependent upon the performance of the global financial markets as a whole. The global financial markets are directly affected by, among others, the global and local political and economic environments.

Any sudden downturn in the global economic and political environments, which are beyond the control of our Legacy Operating Subsidiaries, may adversely affect the financial market sentiment in general. Severe fluctuation in market and economic sentiments may also result in a prolonged period of sluggish market activities, which would in turn have an adverse impact on the business and operating performance of our target customers, and hence, their demand for our financial trading solutions. As such, our revenue and the profitability of our Company and our Legacy Operating Subsidiaries may fluctuate and there is no assurance that we will be able to maintain our historical results in times of difficult or unstable economic conditions.

Our historical profit levels should not be relied solely upon as an indication of our future financial performance.

For the years ended December 31, 2023, 2024 and 2025, we had realized loss on disposal of financial assets at fair value and change in fair value on financial assets at fair value in the aggregate amounts of HK$9,965, HK$nil and HK$ nil, respectively, from trading in foreign currencies, at fair value, with the intention to optimize a trading algorithm based on live market interactions. The change in fair value on financial assets at fair value was mainly due to the increased volatility of the financial and currency market in 2023.

While we did not initiate any trades of foreign currencies during the fiscal year ended December 31, 2025 to minimize the risk of volatility of foreign currencies in the financial and currency market, we may continue trading in foreign currencies in the future to further optimize our trading algorithm through live trading in the real foreign exchange market. If we do, any sudden volatility in the financial and currency market, which are beyond the control of our Legacy Operating Subsidiaries, may adversely affect the performance of our trading in foreign currencies and lead to realized and unrealized loss.

We regard our Legacy Operating Subsidiaries’ intellectual property, including their domain names, as important to their success, and they rely on a combination of intellectual property laws, subscriptions and contractual arrangements with software providers to protect their proprietary rights.

Our Legacy Operating Subsidiaries have filed various applications in Hong Kong and mainland China for protection of certain aspects of their intellectual property, including multiple trademarks. Nevertheless, we can provide no assurance that they will be able to have all applications registered. If our Legacy Operating Subsidiaries fail to register their trademarks, they may not be able to use such intellectual property without risk of infringement and, even if they can use them, they may have difficulty in enforcing such intellectual property rights against infringement by third parties, and this could have a material adverse impact on their business, financial conditions, and operating results.

Despite these measures, any of our Legacy Operating Subsidiaries’ intellectual property rights could be challenged, invalidated, circumvented or misappropriated, or such intellectual property may not be sufficient to provide us with competitive advantages. Statutory laws and regulations are subject to judicial interpretation and enforcement and may not be applied consistently. Accordingly, our Legacy Operating Subsidiaries may not be able to effectively protect their intellectual property rights or to enforce their contractual rights in all jurisdictions.

Preventing any unauthorized use of our Legacy Operating Subsidiaries’ intellectual property is difficult and costly and the steps it takes may be inadequate to prevent the misappropriation of their intellectual property. In the event that they must resort to litigation to enforce their intellectual property rights, such litigation could result in substantial costs and a diversion of their managerial and financial resources. We can provide no assurance that our Legacy Operating Subsidiaries will prevail in any such litigation. In particular, m-FINANCE has nine trademarks registered in mainland China, but without having physical operations in mainland China, it may have limited ability to timely respond or enforce its intellectual property rights, in the event of any infringement in mainland China.

In addition, our Legacy Operating Subsidiaries’ trade secrets may be leaked or otherwise become available to, or be independently discovered by, their competitors. Any failure in protecting or enforcing their intellectual property rights could have a material adverse effect on their business, reputation and competitive edge.

The U.S. government has recently made statements and taken certain actions that may lead to potential changes to U.S. and international trade policies, including recently-imposed tariffs affecting certain products manufactured in China.

It is unknown whether and to what extent new tariffs (or other new laws or regulations) will be adopted, or the effect that any such actions would have on our Legacy Operating Subsidiaries or their industry and customers. While, as of the date of this annual report, our Legacy Operating Subsidiaries currently have no customer in mainland China, we cannot assure that any unfavorable government policies on international trade, such as capital controls or tariffs, will not affect the demand for our Legacy Operating Subsidiaries’ services and solutions, impact the competitive position of our Legacy Operating Subsidiaries’ services and solutions or prevent our Legacy Operating Subsidiaries from being able to provide its services and solutions in certain countries. If any new tariffs, legislation and/or regulations are implemented, or if existing trade agreements are renegotiated or, in particular, if the U.S. government takes retaliatory trade actions due to the recent U.S.-China trade tension, such changes may have an adverse effect on our Legacy Operating Subsidiaries’ business, financial condition, and results of operations.

The HFCA Act, was enacted on December 18, 2020. The HFCA Act states if the SEC determines that a company has filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit such company’s securities from being traded on a national securities exchange or in the over-the-counter trading market in the U.S.

On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCA Act. A company will be required to comply with these rules if the SEC identifies it as having a “non-inspection” year under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCA Act, including the listing and trading prohibition requirements described above.

On December 2, 2021, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions.

On December 16, 2021, the PCAOB has issued its report notifying the SEC of its determination that it is unable to inspect or investigate completely accounting firms headquartered in mainland China or Hong Kong. Our auditor, the independent registered public accounting firm that issues the audit report included elsewhere in this annual report, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards on a regular basis. However, we cannot assure you that NASDAQ or other regulatory authorities would not apply additional or more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements. On August 26, 2022, the PCAOB signed the SOP Agreement with the CSRC and China’s Ministry of Finance. The SOP Agreement established a specific, accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based in mainland China and Hong Kong, as required under U.S. law.

On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination.

On December 29, 2022, the Consolidated Appropriations Act, was signed into law by former President Biden. The Consolidated Appropriations Act contained, among other things, an identical provision to the Accelerating HFCA Act, which reduces the number of consecutive non-inspection years required for foreign companies to comply with PCAOB audits under the HFCA Act from what was originally three years to two, thus reducing the time period before their securities may be prohibited from trading or delisted.

If, as a consequence, our Class A Ordinary Shares are unable to be listed on another securities exchange, such a delisting would substantially impair your ability to sell or purchase our Class A Ordinary Shares when you wish to do so, and the risk and uncertainty associated with a potential delisting would have a negative impact on the price of our Class A Ordinary Shares.

U.S. public companies that have substantially all of their operations in China (including in Hong Kong) have been the subject of intense scrutiny, criticism and negative publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of this negative attention has centered on financial and accounting irregularities and mistakes, a lack of effective internal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud.

On December 7, 2018, the SEC and the PCAOB issued a joint statement highlighting continued challenges faced by the U.S. regulators in their oversight of financial statement audits of U.S.-listed companies with significant operations in China. On April 21, 2020, SEC Chairman Jay Clayton and PCAOB Chairman, William D. Duhnke III, along with other senior SEC staff, released a joint statement highlighting the risks associated with investing in companies based in or have substantial operations in emerging markets including China, reiterating past SEC and PCAOB statements on matters including the difficulty associated with inspecting accounting firms and audit work papers in China and higher risks of fraud in emerging markets and the difficulty of bringing and enforcing SEC, Department of Justice and other U.S. regulatory actions, including in instances of fraud, in emerging markets generally.

On May 21, 2021, NASDAQ filed three proposals with the SEC to (i) apply minimum offering size requirement for companies primarily operating in a “Restrictive Market”, (ii) prohibit Restrictive Market companies from directly listing on NASDAQ Capital Market, and only permit them to list on NASDAQ Global Select or NASDAQ Global Market in connection with a direct listing and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the company’s auditors.

As a result of such scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism and negative publicity will have on us, our business and our share price. If we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend our Company. This situation will be costly and time consuming and distract our management from developing our growth. If such allegations are not proven to be groundless, we and our Operating Subsidiaries’ business operations will be severely affected and you could sustain a significant decline in the value of our Ordinary Share.

We currently intend to retain all remaining funds and future earnings, if any, for the operations and expansion of the business of the Operating Subsidiaries and do not anticipate declaring or paying any further dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and will be subject to the restrictions contained in any future financing instruments.

The trading market for our Class A Ordinary Shares may depend in part on the research and reports that industry or securities analysts publish about us or the Operating Subsidiaries business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrades us, the price of our Class A Ordinary Shares would likely decline. If one or more of these analysts ceases coverage of our Company or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price of our Class A Ordinary Shares and the trading volume to decline.

The market price for our Class A Ordinary Shares may be volatile and subject to wide fluctuations due to factors, such as:

•the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;

•actual or anticipated fluctuations in our quarterly operating results;

•changes in financial estimates by securities research analysts;

•negative publicity, studies or reports;

•our capability to catch up with the technology innovations in the industry, and maintain such technological innovations, once attained;

•announcements by us or our competitors of acquisitions, strategic partnerships, joint ventures or capital commitments;

•additions or departures of key personnel;

•fluctuations of exchange rates between the Hong Kong dollar and the U.S. dollar; and

•general economic or political conditions in Hong Kong, the PRC and greater Asia region.

In addition, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our Class A Ordinary Shares.

We have a dual-class voting structure consisting of Class A Ordinary Shares and Class B Ordinary Shares. Under this structure, holders of Class A Ordinary Shares are entitled to one vote per one Class A Ordinary Share, and holders of Class B Ordinary Shares are entitled to 20 votes per one Class B Ordinary Share, which may cause the holders of Class B Ordinary Shares to have an unbalanced, higher concentration of voting power. As of the date of this annual report, Fire Lucky Investment Co., Ltd. owns 100% of our issued Class B Ordinary Shares, representing approximately 31.56% of the voting rights in our Company. While Fire Lucky no longer commands a majority of the aggregate voting power of our outstanding Ordinary Shares, it can still exercise substantial influence over our business, including decisions regarding mergers, consolidations and the sale of all or substantially all of our assets, election of directors, and other significant corporate actions under the dual-class structure, especially when other shareholders do not vote in a coordinated manner. It may take actions that are not in the best interests of us or our other shareholders. These corporate actions may be taken even if they are opposed by our other shareholders. Further, such concentration of voting power may discourage, prevent, or delay the consummation of change of control transactions that shareholders may consider favorable, including transactions in which shareholders might otherwise receive a premium for their shares. Future issuances of Class B Ordinary Shares may also be dilutive to the holders of Class A Ordinary Shares and can continue to aggravate the unbalanced concentration of voting power potentially unfavorable to the interests of our other shareholders. As a result, the market price of our Class A Ordinary Shares could be adversely affected.

Several shareholder advisory firms have announced their opposition to the use of multiple class structures. As a result, the dual-class structure of our Ordinary Shares may cause shareholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure. Any actions or publications by shareholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of our Class A Ordinary Shares.

We are a company incorporated under the laws of the British Virgin Islands. Our corporate affairs are governed by our Memorandum and Articles, the BVI Act and the common law of the British Virgin Islands. The rights of shareholders to take action against our directors, actions by our minority shareholders and the fiduciary duties of our directors to us under the British Virgin Islands law are to a large extent governed by the common law of the British Virgin Islands. The common law of the British Virgin Islands is derived in part from comparatively limited judicial precedent in the British Virgin Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the British Virgin Islands. The rights of our shareholders and the fiduciary duties of our directors under the British Virgin Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the British Virgin Islands has a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the British Virgin Islands. In addition, the shareholders of British Virgin Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

Certain corporate governance practices in the British Virgin Islands differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. We can rely on home country practice with respect to our corporate governance. If we choose to follow the British Virgin Islands’ practice in the future, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers. See “— D. Risk Factors — Risks Related to Our Class A Ordinary Shares and the Trading Market — As a foreign private issuer, we are permitted to rely on exemptions from certain NASDAQ Stock Exchange corporate governance standards applicable to domestic U.S. issuers. This may afford less protection to holders of our Class A Ordinary Shares.”

As a result of the foregoing, public shareholders may have more difficulties in protecting their interests in the face of actions taken by our management, or members of our board of directors than they would as public shareholders of a company incorporated in the United States.

Fire Lucky Investment Co., Ltd., which owns 100% of the outstanding Class B Ordinary Shares and approximately 31.56% of the aggregate voting power of our outstanding Ordinary Shares, has substantial influence over the outcome of matters submitted to the shareholders for approval, including the election of directors and any merger, consolidation, or sale of all or substantially all of our assets. While not holding a majority of the voting power, it can still exert significant voting influence over fundamental and significant corporate matters and transactions, and it may be able to elect directors and approve matters requiring shareholder approval, especially when other shareholders do not vote in a coordinated manner. It may also exercise significant influence over a decision to enter into any corporate transaction and can prevent any transaction that requires the approval of shareholders, regardless of whether or not our other shareholders believe that such transaction is in our best interests. Such concentration of voting power could have the effect of delaying, deterring, or preventing a change of control or other business combination, which could, in turn, have an adverse effect on the market price of our Class A Ordinary Shares or prevent our shareholders from realizing a premium over the then-prevailing market price for their Class A Ordinary Shares.

We closed a private placement, or PIPE, in December 2025 and, as a result, issued 48,520,000 of the Company’s Class A Ordinary Shares and Pre-Funded Warrants for 1,480,000 future Class A Ordinary Shares. The total number of our outstanding Class A Ordinary Shares increased from 525,623 pre-PIPE to 49,045,623 post-PIPE. The issuance has significantly diluted the proportionate ownership interest and voting power of all pre-PIPE holders of our Ordinary Shares. We also expect to issue additional share capital in the future after the 1,480,000 outstanding Pre-Funded Warrants become exercisable, resulting in further dilution to existing shareholders. In addition, we may continue to issue new share capital for future transactions as part of our business strategy.

For example, we may acquire or make investments in companies, solutions, or technologies and issue equity securities to pay for any such acquisition or investment.

As a result of additional share issuance(s), (i) the proportionate ownership interest of our then existing shareholders may decrease; (ii) the amount of cash available per share, including for payment of dividends in the future, may decrease; (iii) the relative voting power of each previously outstanding share may be diminished; and (iv) the market price of our securities may decline. For example, to the extent our Warrants are exercised, additional Class A Ordinary Shares will be issued, which will result in dilution to the existing holders of Class A Ordinary Shares and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of additional shares in the public market or the fact that such Warrants may be exercised could adversely affect the market price of Class A Ordinary Shares.

We are exempted from certain corporate governance requirements of the NASDAQ listing rules by virtue of being a foreign private issuer. We are required to provide a brief description of the significant differences between our corporate governance practices and the corporate governance practices required to be followed by domestic U.S. companies listed on NASDAQ. The standards applicable to us are considerably different than the standards applied to domestic U.S. issuers. For instance, we are not required to:

•have a majority of the governing board be independent (although all of the members of the audit committee must be independent under the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act);

•have a compensation committee or a nominating or corporate governance committee consisting entirely of independent directors;

•have regularly scheduled executive sessions with only independent directors; or

•have executive sessions of solely independent directors each year.

We have complied with and intend to continue to comply with the above corporate governance requirements of the NASDAQ listing rules. However, we may consider following home country practice in lieu of the requirements under the NASDAQ listing rules with respect to certain corporate governance standards, by which, as a result, you may not be provided with the benefits of certain corporate governance requirements of NASDAQ.

We are qualified as a foreign private issuer. As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and our principal shareholders will be exempt from the reporting and our insiders are exempt from short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United States domestic issuers, and we will not be required to disclose in our periodic reports all of the information that United States domestic issuers are required to disclose. While we currently expect to qualify as a foreign private issuer, we may cease to qualify as a foreign private issuer in the future.

In order to maintain our listing on the NASDAQ Capital Market, we are required to comply with certain rules of the NASDAQ Capital Market, including those regarding minimum shareholders’ equity, minimum share price and certain corporate governance requirements. Even though we have fulfilled the listing requirements and other applicable rules of the NASDAQ Capital Market, we may not be able to continue to satisfy these requirements and applicable rules. If we are unable to satisfy the NASDAQ Capital Market criteria for maintaining our listing, our Class A Ordinary Shares could be subject to delisting.

If the NASDAQ Capital Market delists our Class A Ordinary Shares from trading, we could face significant consequences, including:

•a limited availability for market quotations for our Class A Ordinary Shares;

•reduced liquidity with respect to our Class A Ordinary Shares;

•a determination that our Ordinary Share is a “penny stock,” which will require brokers trading in our Ordinary Share to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Ordinary Share;

•limited amount of news and analyst coverage; and

•a decreased ability to issue additional securities or obtain additional financing in the future.

Because substantially all our Operating Subsidiaries’ business is conducted in Hong Kong dollars and the price of our Class A Ordinary Shares is quoted in United States dollars, changes in currency conversion rates may affect the value of your investments.

Substantially all of our Operating Subsidiaries’ business is conducted in Hong Kong (with less than 10% of their total customers clients in mainland China). With the exception of iBCH Inc. (which books and records are maintained in U.S. dollars), our books and records are maintained in Hong Kong dollars, which is the currency of Hong Kong, and the financial statements that we file with the SEC and provide to our shareholders are presented in United States dollars. Changes in the exchange rate between the Hong Kong dollar and U.S. dollar affect the value of our assets and the results of our operations in United States dollars. The value of the Hong Kong dollar against the United States dollar and other currencies may fluctuate and is affected by, among other things, changes in the Hong Kong’s political and economic conditions and perceived changes in the economy of Hong Kong and the United States. Any significant revaluation of the Hong Kong dollar may materially and adversely affect our cash flows, revenue and financial condition.

The market for our Class A Ordinary Shares may have, when compared to seasoned issuers, significant price volatility and we expect that our share price may continue to be more volatile than that of a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

A non-U.S. corporation will be a PFIC for any taxable year if either (1) at least 75% of its gross income for such year consists of certain types of “passive” income; or (2) at least 50% of the value of its assets (based on an average of the quarterly values of the assets) during such year is attributable to assets that produce passive income or are held for the production of passive income, or the asset test. Based on the composition of our income and assets, we believe that we were a PFIC for the taxable year ended December 31, 2025 and may be a PFIC in the current or future taxable years. However, no assurance can be given in this regard because the determination of whether we are or will become a PFIC is a fact-intensive inquiry made on an annual basis that depends, in part, upon the composition of our income and assets, and the applicable law is subject to varying interpretation. In addition, there can be no assurance that the Internal Revenue Service, or IRS, will agree with our determinations regarding our PFIC status for any taxable year or that a court would not uphold any such challenge. Fluctuations in the market price of our Class A Ordinary Shares may cause us to become a PFIC for the current or subsequent taxable years because the value of our assets for the purpose of the asset test may be determined by reference to the market price of our Class A Ordinary Shares. In addition, the composition of our income and assets may also be affected by how, and how quickly, we use cash and other liquid assets.

For any taxable year during which we are a PFIC and a U.S. Holder holds our Class A Ordinary Shares, certain adverse U.S. federal income tax consequences could apply to such U.S. Holder and such U.S. Holder may be subject to additional reporting requirements.

For a more detailed discussion of the application of the PFIC rules to us and the consequences to U.S. taxpayers if we were or are determined to be a PFIC, see “Item 10. Additional Information—E. Taxation—Material U.S. Federal Income Tax Consequences Applicable to U.S. Holders of Our Class A Ordinary Shares—Passive Foreign Investment Company Considerations.”

To implement Section 404 of the Sarbanes-Oxley Act of 2002, the SEC adopted rules requiring public companies to include a report of management on the company’s internal control over financial reporting. Prior to the closing of our IPO in April 2024, we were a private company with limited accounting personnel and other resources for addressing our internal control over financial reporting. Our management has not completed an assessment of the effectiveness of our internal control over financial reporting and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. However, in connection with the audits of our consolidated financial statements as of December 31, 2023, we and our former independent registered public accounting firm, Marcum Asia, identified certain material weaknesses in our internal control over financial reporting, as defined in the standards established by the PCAOB. In connection with the audits of our consolidated financial statements as of December 31, 2024, we identified certain material weaknesses in our internal control over financial reporting, as defined in the standards established by the PCAOB. Specifically, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified related to (1) our lack of sufficient full-time personnel with appropriate levels of accounting knowledge and experience to monitor the daily recording of transactions, address complex U.S. GAAP accounting issues and to prepare and review financial statements and related disclosures under U.S. GAAP; (2) our lack of a functional internal audit department or personnel that monitors the consistencies of the preventive internal control procedures as well as adequate policies and procedures in internal audit function to ensure that our policies and procedures have been carried out as planned; and (3) inadequate segregation of duties for certain key functions due to limited staff and resources.

We are subject to the requirement that we maintain internal controls and that management perform periodic evaluation of the effectiveness of the internal controls. Effective internal control over financial reporting is important to prevent fraud. As a result, our business, our financial condition, results of operations and prospects, as well as the market for and trading price of our Class A Ordinary Shares, may be materially and adversely affected if we do not have effective internal controls. Before the IPO, we were a private company with limited resources. As a result, we may not discover any problems in a timely manner and current and potential shareholders could lose confidence in our financial reporting, which would harm the business of the Operating Subsidiaries and the trading price of our Class A Ordinary Shares. The absence of internal controls over financial reporting may inhibit investors from purchasing our Class A Ordinary Shares and may make it more difficult for us to raise funds in a debt or equity financing.

Additional material weaknesses or significant deficiencies may be identified in the future. If we identify such issues or if we are unable to produce accurate and timely financial statements, our Ordinary Share price may decline and we may be unable to maintain compliance with the NASDAQ Listing Rules.

There have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with recent initial public offerings, especially among those with relatively smaller public floats. As a relatively small-capitalization company with relatively small public float, we may experience greater stock price volatility, extreme price run-ups, lower trading volume and less liquidity than large-capitalization companies. In particular, our Class A Ordinary Shares may be subject to rapid and substantial price volatility, low volumes of trades and large spreads in bid and ask prices. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares.

In addition, if the trading volumes of our Class A Ordinary Shares are low, persons buying or selling in relatively small quantities may easily influence prices of our Class A Ordinary Shares. This low volume of trades could also cause the price of our Class A Ordinary Shares to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our Class A Ordinary Shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Class A Ordinary Shares. As a result of this volatility, investors may experience losses on their investment in our Class A Ordinary Shares. A decline in the market price of our Class A Ordinary Shares also could adversely affect our ability to issue additional shares of Class A Ordinary Shares and our ability to obtain additional financing in the future. No assurance can be given that an active market in our Class A Ordinary Shares will develop or be sustained. If an active market does not develop, holders of our Class A Ordinary Shares may be unable to readily sell the shares they hold or may not be able to sell their shares at all.

A.History and Development of the Company

For the history and development of the Company, please refer to “Item 3. Key Information—Our Corporate History.”

Our principal executive offices are located at 2308, 23/F, The Center, 99 Queen’s Road Central, Central, Hong Kong, and our telephone number is(+852) 6810-1055. Our registered office in the British Virgin Islands is at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, BVI. We maintain a website at https://www.m-finance.com. The information contained on our website is not a part of this annual report. Our agent for service of process in the United States is Cogency Global Inc., 122 East 42nd Street, 18th Floor, New York, NY 10168.

The SEC maintains a website at www.sec.gov that contains reports, proxy, and information statements, and other information regarding issuers that file electronically with the SEC using its EDGAR system.

For information regarding our principal capital expenditures, see “Item 5. Operating and Financial Review and Prospects — B. Liquidity and Capital Resources — Capital Expenditures.”

B.Business Overview

On August 15, 2025, we established two subsidiaries, CAT Strategy Limited, a Hong Kong limited liability company, and iBCH Inc., a British Virgin Islands limited liability company, to initiate our digital asset treasury strategy and active digital asset operations, which includes investments in BCH (Bitcoin Cash) and other digital assets; planned BCH self-mining capabilities; and an expected digital asset-denominated direct life insurance business investment management. Our BCH self-mining capabilities are intended to support the BCH ecosystem’s security and resilience while enhancing our BCH digital asset treasury strategy. By owning the mining infrastructure, the Company anticipates realizing several strategic advantages, including lower BCH acquisition costs compared to prevailing market prices through optimized hardware and energy efficiency, and effective hedging against market volatility via steady asset accumulation.

Revenues for the year ended December 31, 2025 were primarily generated from the operations of the Legacy Operating Subsidiaries providing trading platform solutions and financial value-added services via internet or platform as software as a service. For the years ended December 31, 2023, 2024 and 2025, our total revenue was approximately HK$31,961,177, HK$26,085,318, and HK$33,823,176 (US$4,345,609), respectively. Our gross profit and net income were HK$17,965,507 and HK$6,628,881, respectively, for the year ended December 31, 2023. Our gross profit and net loss were HK$12,302,194 (US$1,583,763) and HK$20,210,992 (US$2,601,926), respectively, for the year ended December 31, 2024. Our gross profit and net profit were HK$10,017,415 (US$1,287,040) and HK$80,401,488 (US$10,329,999), respectively, for the year ended December 31, 2025.

In December 2025, we closed the private placement previously announced on November 21, 2025, raising aggregate gross proceeds of $500 million. The net proceeds will be used primarily to advance our digital asset treasury strategy, including the acquisition of Bitcoin Cash (BCH) and other select cryptocurrencies, with the balance allocated to general corporate purposes. See “—Recent Developments” and “Risk Factors— Risks Related to Our Digital Asset Treasury Strategy” for more information.

We have a highly committed and professional senior management team with strong credentials and extensive experience in the digital assets and financial technology industries. Our experienced management team is led by Chief Executive Officer, Mr. Dawei Yuan. Mr. Yuan is a serial entrepreneur active in the digital assets space with a proven track record in the founding, management and scaling of business ventures. The management team is adaptable to challenges and changing economic environment. During the course of business, our management’s vision and entrepreneurial spirit, an integral part to building brand and developing business of our Digital Asset Operating Subsidiaries, have played a crucial role in shaping the Company's industry recognition, market reputation and business success. We believe the combined experience and capabilities of the management, supported by a dedicated team, enables the Company to adapt to the changes in market conditions and formulate and execute business strategies effectively. See “Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES — A. Directors and Senior Management” for further details of the management’s biographies.

Our flagship platform is a turnkey trading solution being built to fulfill brokers’ business needs. This platform includes the following major components:

Front, Middle and Back Office

m-FINANCE’s award-winning platform (“The Most Outstanding Foreign Exchange Precious Metals Trading Platform of the Year in Greater China” in 2022, awarded by Hong Kong’s Most Outstanding Business Awards 2022) suite covers all major features and functions required to operate an online trading platform business. Our Front, Middle and Back Office modules allow traders, introducing brokers and account managers, dealers, settlement and credit officers to easily monitor and execute trades, perform risk management and account openings, and operate the trading business in a secured and stable environment.

m-FINANCE’s trader terminal comes in .NET, Java, iOS, Android and HTML5 versions, providing the greatest flexibility for traders to manage their positions and place orders anytime, anywhere.

In order to address the various needs of clients, the platform is designed to be highly configurable to address specific business requirements without being required to redeploy or rebuild the applications. This is very crucial to serve the 24-hour non-stop over-the-counter market.

Pricing Engine

The “Price Engine” is the heart of a trading platform, which links up with market data feeds and then distributes to all connected applications in a timely and efficient manner. Due to the special nature of the over-the-counter market, there are chances of error quotes from market data and discrepancies of price quotes from different sources. However, m-FINANCE’s pre-built data feed management functionalities allow dealers to define filtering rules and specific templates to cope with various market conditions in real-time.

m-FINANCE’s CRM system refers to a Customer Relationship Management system developed exclusively for facilitating forex/bullion brokerage companies to manage all the Introducing Brokers (IBs) and clients efficiently. It assists to streamline and standardize the operation processes with a view to reducing costs, improving efficiency and increasing customer retention. The cloud-based CRM system integrates with the m-FINANCE trading platform as well as MT4/MT5 trading platforms from Metaquotes Ltd. It has a full-fledged affiliate system with multi-tier rebate capabilities which allow brokers to grow their brokerage business rapidly. By introducing new functions to cater different business models, the mF CRM system can help brokers manage their entire business effectively whilst reducing trading risk.

m-FINANCE has a dedicated service team with knowledgeable and well-trained personnel, providing premium customer services on any technical issues promptly regarding the platforms and applications developed by m-FINANCE. Clients have access to 24/7 online customer support services via messaging applications such as WhatsApp, Skype, Tencent QQ, WeChat, emails and phone in Mandarin Chinese, Cantonese Chinese and English.

m-FINANCE is dedicated to providing holistic solutions aligned to customer needs. Consumers expect seamless, hyper-personalized digital services tailored to their unique situations. We expect to continuously help m-FINANCE grow its client base with increased customer-focused, which will require understanding what customers need, the experiences they covet and the heightened importance of financial well-being. m-FINANCE plans to refine its strategies and services by designing and delivering customer experiences to increase trust and loyalty, creating seamless interactions with the clients and providing flexible solutions that easily respond to shifting customer needs and aspirations.

m-FINANCE provides liquidity services to customers for the use of the fully automatic hedging solution and sending their clients’ orders directly to the liquidity providers such as institutional brokers, market makers, exchanges and prime of prime brokers. m-FINANCE’s solution supports Financial Information Exchange (FIX), which is the de-facto standard for international real-time exchange of transactions among financial institutions. The trading platform provide brokers/dealers with automatic hedging services by sending clients’ orders directly to FIX-compliant international banks, exchanges, institutional brokers or electronic communication network (ECN) platforms. Through assessing the specific demands of brokers/dealers, m-FINANCE may provide various hedging solutions, allowing them to define criteria of switching between A-Book and B-Book business models. When brokers use the A-Book business model, all of their clients’ orders are transmitted directly to the connected liquidity providers. When brokers operate as market makers, it is referred to as the B-Book model, orders are then processed in-house by the brokers. The easy switch between these two models allows the brokers to control their investment risks and maximize their profits.

m-FINANCE provides white label services to customers by allowing them to add additional labels or brands to the trading platform services, offering customers the highest flexibility to operate their trading platform business based on their individual business development strategy or marketing needs at a lower operating cost.

Copy trading is gaining popularity because it provides users with the opportunity to follow the trading portfolio of successful traders’ transactions such as buy/sell events and profit & loss summary. With the convenience of using smart phones, users are demanding tools or apps with copy trading function to assist them in making trading decision anywhere and anytime. Users may define their preferred trade copying rules based on their own risk appetite, which enable them to automatically copy trading actions of other traders. By combining copy trading with social media elements, such as comment and share functions, into m-FINANCE’s self-developed mobile application, CopyMaster, traders, analysts, guru, introducing brokers can interact, share knowledge and strategies, and engage in the forex and bullion markets with ease. This application, available in iOS and Android versions, is also equipped with several built-in interactive utilities, including traders’ ranking, market sentiment analysis, virtual points, group chats, messaging and alerts, as well as live broadcasts.

The Cross-platform “Broker+” solution scales up brokers’ business by providing them with flexibility to operate as a liquidity provider. In combination with m-FINANCE’s trading platform, brokers can accept orders from other brokers who are using MT4 software developed by Metaquotes Ltd. directly via STP, in order to expand their trading volume. “Broker+” solution allows configuration of multiple modules with independent price quote setting for different brokers. More importantly, brokers utilizing the m-FINANCE trading platform can have full flexibility to hedge specific orders from other brokers by switching between A-Book and B-Book modes conveniently.

Aligning with its one-stop trading solutions strategy, m-FINANCE is also providing several financial value-added services to its clients, such as interactive charts, professional trading analysis & strategies, economic calendar, instant financial news, real-time quotes, online payment gateway, mobile customer relationship management System (mCRM) and website development. All these services can be tailored to assist clients to establish, promote and strengthen their online trading business and services. For example, the mCRM service is already connected with multiple SMS gateways for delivery of short messages to world-wide users. It thus enables automatic delivery of important information (such as cut loss, deposit/withdraw, reset password) or promotional messages to traders’ mobile phones, significantly reducing the workload of back office staff and providing a good means of marketing. Riding on m-FINANCE’s I-A-D-T philosophy, real-time quotes and market analysis being the “I” and “A” components, the optional subscription services have been the seamlessly integrated parts of the trading platform, distributing traders with timely market knowledge.

Our revenue model is subject to the type of services provision to clients, which include:

O = Optional fee

1.We charged a one-time service fee for the services provided.

2.We charged a monthly fee for the services provided.

3.We charged a transaction fee based on the trading volume or lot size.

Prepayment of recurrent fees is required in most cases, either on quarter or annual basis. The packaged platform deployment cycle is around two weeks to one-month, subject to user acceptance testing duration to be performed by clients. All customization work will have fixed priced quotation issued for the client to confirm an order. Clients are required to settle all one-time fees within the specified timeframe per contractual term before production launch of services. We generally grant credit-terms of 30 days to the clients. Nevertheless, at times, clients may require additional time to pay us or fail to pay us at all, management will then decide on whether to continue on service provisioning based on the specific client situation. These exceptional cases may add up the overall collection exposure, increase the amounts of accounts receivable and consequently lead to additional allowance for bad and doubtful debt accounts.

The following table sets forth the breakdown of our revenue for the years ended December 31, 2023, 2024 and 2025:

Clients of the Legacy Operating Subsidiaries are mainly financial institutions, including brokers, investment banks, institutional clients, liquidity providers and financial services providers. The Legacy Operating Subsidiaries recruit new clients via existing client referrals, personal networking, online advertisement, promotion, digital marketing, and exhibition. As of the date of this annual report, the Operating Subsidiaries do not offer any incentive for client referrals. For the years ended December 31, 2023, 2024 and 2025, we had 54 , 49 and 48 clients, respectively.

We did not have any key clients on which we depended during the years ended December 31, 2023, 2024 and 2025. Since the revenue generated by each client depends on the type and amounts of services consumed, it is possible for any client or potential client to become a top five client for a fiscal year. The following two facts further indicate that there is no key client on which we were dependent during the years ended December 31, 2023, 2024 and 2025: (i) the total revenue generated by the top five clients represents less than 40% of the revenue of the Operating Subsidiaries for the years ended December 31, 2023, 2024 and 2025; and (ii) the top five clients were not exactly the same for the years ended December 31, 2023, 2024 and 2025.

Scope of services

The Legacy Operating Subsidiaries generally enter into written service agreements with clients that set out the scope of services to be provided, and will include the provision of one or more of our development and financial trading solutions services, subject to the request of the customers.

Term

During the years ended December 31, 2023, 2024 and 2025, the service agreements entered were generally for a period of 1 year.

Service fees and payment terms

The service agreements of the Operating Subsidiaries specify the terms of the service fees, including the payment schedule or a provision that payment is required to be made upon the presentation of the invoice.

Termination

The service agreements generally grant both counterparties the right to terminate the contracts by providing written notice to the other party within the specified timeframe.

For the year ended December 31, 2023, our five largest customers accounted for 6.7%, 5.5%, 5.2%, 4.7% and 4.5%, respectively, of our total revenues.

For the year ended December 31, 2024, our five largest customers accounted for 6.9%, 6.6%, 5.7%, 5.5% and 5.4%, respectively, of our total revenues.

For the year ended December 31, 2025, our five largest customers accounted for 13.4%, 8.7%, 6.4%, 5.2% and 4.7%, respectively, of our total revenues.

None of our directors, their close associates, or any shareholders who owned more than 5% of the issued shares of our Company, as of the date of this annual report, had any interest in any of the five largest clients of Operating Subsidiaries during the years ended December 31, 2023, 2024 and 2025. As of the date of this annual report, we are not aware of any of the major clients having experienced material financial difficulties that may materially affect our or the Operating Subsidiaries’ business.

During the years of December 31, 2023, 2024 and 2025, the suppliers were all IT service providers. Our top five suppliers during the years ended December 31, 2023, 2024 and 2025 did not grant credit terms to us and payments made to them were generally made by check and settled in HK$.

For the year ended December 31, 2023, our five largest service providers accounted for 6.6%, 3.3%, 2.0%, 1.5% and 1.3%, respectively, of our total cost of revenue.

For the year ended December 31, 2024, our five largest service providers accounted for 6.8%, 3.6%, 1.8%, 1.3% and 1.2%, respectively, of our total cost of revenue.

For the year ended December 31, 2025, our five largest service providers accounted for 13.1%, 3.1%, 2.1%, 2.1% and 1.3%, respectively, of our total cost of revenue.

As of the date of this annual report, none of our current directors, their close associates, nor any shareholders who owned more than 5% of the issued shares of our Company, had any interest in any of the five largest service providers during the years ended on December 31, 2023, 2024 and 2025. As of the date of this annual report, neither we nor the Operating Subsidiaries had any significant disputes with any of the service providers for the years ended December 31, 2023, 2024 and 2025.

Our management is of the view that during the ordinary course of the business, the Operating Subsidiaries are primarily exposed to risks related to information technology security. On the managerial level, our executive directors are responsible for the control measures and supervision of operations in all aspects. The following sets out the risks and mitigating control measures taken by our Operating Subsidiaries.

Data Availability

The Operating Subsidiaries are using database clustering and redundancy to prevent the risk of any data loss.

Data Privacy

We and the Operating Subsidiaries value our and the clients’ data privacy. Sensitive data is only accessible to approved parties of the customers through the services provided by our Operating Subsidiaries. All accesses to production systems are logged, and every logging party only has limited access time to the systems.

Firewalls

The Operating Subsidiaries employ redundant firewalls for monitoring and filtering network traffic.

Encryption

The Operating Subsidiaries deployed a separate encryption key for each client on the trading platform deployed when the clients are sending and receiving transaction data.

Alert System

The Operating Subsidiaries also developed an alert system to notify support personnel upon various abnormal system events.

Digital Assets Operating Subsidiaries

In our self-mining business, we expect to compete with both established hash rate providers as well as less specialized data center and compute providers. In our digital asset-denominated life insurance business, we expect to compete with established life insurance companies that may introduce digital-asset-linked products, as well as with new entrants seeking to capitalize on the intersection of digital assets and insurance. Many of our competitors in the digital assets industry have substantially greater financial resources, brand recognition, and regulatory relationships than we do.

Legacy Operating Subsidiaries

We believe the financial technology industry in Hong Kong and Asia is competitive and fragmented. With the rise of electronic trading in recent years, the industry has attracted the presence of both Hong Kong-based and international companies. We believe the financial technology industry in Hong Kong and Asia is competitive and fragmented. With the rise of electronic trading in recent years, the industry has attracted the presence of both Hong Kong-based and international companies.

With the successful project delivery and sound reputation, some international financial trading solutions providers have applied their proven expertise in the industry, while the local financial trading solutions providers leverage the established relationship with customers. Strong local partnership allows efficient access to local networks and information, which our management believes is a key advantage to our Legacy Operating Subsidiaries.

All of our active Legacy Operating Subsidiaries are operating in Hong Kong, and they have received all required permissions from Hong Kong authorities to operate their current business in Hong Kong, namely, their business registration certificates.

As of the date of this annual report, neither we nor the Operating Subsidiaries own any real property. Our corporate headquarters are located at 2308, 23/F, The Center,99 Queen's Road, Central, Hong Kong under a lease agreement From September 5, 2025 to September 4, 2027 .

Domain Name

We are the registrants of the following domain names: goldtradingsignal.com, mfintrader.com, tradingguard.net, tradingsky.net, omegatraders.com, fx24k.com, m-finance.net, m-finance.com, m-finance.hk, mfcloud.net, mmaster.com. algotraders.finance, tradingengine.net, mfi.ltd and hodlbitcoin.com. As of the date of this annual report, all of the domains remain active and the Company may renew such registrations for further periods, and expects to do so for the foregoing domain names at appropriate times.

Trademark

As of the date of this annual report, the Operating Subsidiaries maintained 7 trademark registrations in Hong Kong and 9 trademark registrations in mainland China through m-FINANCE regarding its business name and brand names. Registered trademarks in Hong Kong and mainland China are valid for a period of 10 years beginning on the date of registration. The Company may renew successfully for further periods of 10 years at the end of the current period, and, as of the date of this annual report, expects to do so for the foregoing trademarks at appropriate times. Our directors consider that the business and profitability of our Company and the Operating Subsidiaries are not dependent on any patent, license or new manufacturing process.

Our Legacy Operating Subsidiaries’ operations do not typically experience any seasonality. We expect that our self-mining Digital Asset Operating Subsidiaries may experience seasonality driven by electricity pricing in the jurisdictions where their mining operations are located.

As of the date of this annual report, there are 19 employees in our Company, including the Operating Subsidiaries. As of December 31, 2025 and 2024, we had 33 and 34 employees, respectively. All of the employees are stationed in Hong Kong. The following table sets forth a breakdown of the number of our employees by job functions as of the date of this annual report:

For the years ended December 31, 2023, 2024, and 2025, there was no strike or labor dispute with the staff and we believe the relationships with the employees and work environment are generally positive. We and the Operating Subsidiaries regularly assess the job performance of our staff and we believe that our remuneration policy helps us attract and retain our staff. We determine our employees’ remuneration based on a number of factors, including their duties, position, experience, qualifications and contributions to our Operating Subsidiaries. During the years ended on December 31, 2023, 2024, and 2025, the staff costs of the employees, including salaries, contributions to Mandatory Provident Fund Scheme Ordinance (the “MPFSO”, a retirement scheme in Hong Kong where employers are required to contribute certain amount of employee’s monthly income to the fund) and other benefits were approximately HK$16,509,766 and HK$18,813,515, and HK$26,524,118 (US$3,407,824), respectively.

In the course of the business operation through our Operating Subsidiaries, they may collect personal data from our customers in connection with the business operations and this information may be subject to data privacy laws in the jurisdiction of Hong Kong. According to the relevant law in relation to data privacy, it is necessary for customers, or data owners, to be informed of the purpose for which the data is to be used on or before collecting the data, and such data shall not be used for a new purpose without the prescribed consent of the data owners. Our subsidiaries’ data privacy statement states that the personal data being collected can be used for purposes of data analysis and supporting our subsidiaries to develop and to improve the functions of our subsidiaries. We believe that we and our subsidiaries are in compliance with all relevant laws and regulations in all material respects with respect to data privacy.

We believe that the nature of our subsidiaries’ business does not impose any serious threats to social responsibility and environmental protection matters.

For the years ended on December 31, 2023, 2024, and 2025, and as of the date of this annual report, neither we nor the Operating Subsidiaries have been involved in any litigation, claim, administrative action or arbitration which had a material adverse effect on the operations or financial condition of our Company or our Operating Subsidiaries.

The Operating Subsidiaries provide business protection insurance including covering Property All Risks, Business Interruption Money and Personal Assault, Public Liability, Employee’s Compensation in compliance with applicable Hong Kong laws. Such insurance policies generally extend for one year and are renewable annually. We believe that the current insurance coverage is sufficient for our Operating Subsidiaries’ business operations and is consistent with the industry conventions in Hong Kong. The Operating Subsidiaries were not subject to, nor did they receive, any insurance claims during the years ended on December 31, 2023, 2024, and 2025, and as of the date of this annual report.

During the years ended December 31, 2023, 2024, and 2025, the Company mainly utilized internal resources and one independent third party for research and development.

We are a BVI holding company with Legacy Operating Subsidiaries as forex/bullion trading solutions providers in Hong Kong. Below sets out a summary of certain aspects of the Hong Kong laws and regulations which are relevant to our Operating Subsidiaries’ operations and business.

Business Registration Ordinance (Chapter 310 of the Laws of Hong Kong)

The Business Registration Ordinance requires every person carrying on any business to make an application to the Commissioner of Inland Revenue in the prescribed manner for the registration of that business within one month after the commencement of business. The Commissioner of Inland Revenue must register each business for which a business registration application is made and as soon as practicable after the prescribed business registration fee and levy are paid and issue a business registration certificate or branch registration certificate for the relevant business or the relevant branch, as the case may be. Any person who fails to apply for business registration shall be guilty of an offence and shall be liable to a fine of HK$5,000 and imprisonment for 1 year. As of the date of this annual report, each of the Operating Subsidiaries has obtained and maintains a valid business registration certificate.

Employment Ordinance (Chapter 57 of the Laws of Hong Kong)

The Employment Ordinance, or the EO, is an ordinance enacted for, amongst other things, the protection of wages of employees and the regulation of the general conditions of employment and employment agencies. Under the EO, an employee is generally entitled to, amongst other things, notice of termination of his or her employment contract; payment in lieu of notice; maternity protection in the case of a pregnant employee; not less than one rest day in every period of seven days; severance payments or long service payments; sickness allowance; statutory holidays or alternative holidays; and paid annual leave of up to 14 days depending on the period of employment.

Employees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong)

The Employees’ Compensation Ordinance, or the ECO, is an ordinance enacted for the purpose of providing for the payment of compensation to employees injured in the course of employment. The EO establishes a no-fault and non-contributory employee compensation system for work injuries and lays down the rights and obligations of employers and employees in respect of injuries or death caused by accidents arising out of and in the course of employment, or by prescribed occupational diseases.

Under the ECO, if an employee sustains an injury or dies as a result of an accident arising out of and in the course of his employment, his employer is in general liable to pay compensation even if the employee might have committed acts of faults or negligence when the accident occurred. Similarly, an employee who suffers incapacity or dies arising from an occupational disease is entitled to receive the same compensation as that payable to employees injured in occupational accidents.

As stipulated by the ECO, no employer shall employ any employee in any employment unless there is in force in relation to such employee a policy of insurance issued by an insurer for an amount not less than the applicable amount specified in the Fourth Schedule of the ECO in respect of the liability of the employer. According to the Fourth Schedule of the ECO, the insured amount shall be not less than HK$100,000,000 per event if a company has not more than 200 employees. Any employer who contravenes this requirement commits a criminal offence and is liable on conviction to a fine and imprisonment. An employer who has taken out an insurance policy under the ECO is required to display a prescribed notice of insurance in a conspicuous place on each of its premises where any employee is employed.

Our directors confirm that we have maintained our employee’s compensation insurance policy and all of our local employees are insured under the employee’s compensation insurance policy, as of the date of this annual report.

Occupational Safety and Health Ordinance (Chapter 509 of the Laws of Hong Kong)

The Occupational Safety and Health Ordinance provides for the protection of health and safety of employees in workplaces, both industrial and non-industrial.

Employers must, as far as reasonably practicable, ensure the safety and health at work of all employees by:

•providing and maintaining plant and systems of work that are safe and without risks to health;

•making arrangements for ensuring safety and absence of risks to health in connection with the use, handling, storage or transport of plant or substances;

•providing all necessary information, instruction, training, and supervision for ensuring safety and health;

•as regards any workplace under the employer’s control, maintaining the workplace in a condition that is safe and without risks to health and providing and maintaining means of access to and egress from the workplace that are safe and without risks to health; and

•providing or maintaining a working environment for the employer’s employees that is, so far as reasonably practicable, safe and without risks to health

Failure to comply with any of the above provisions constitutes an offence and the employer is liable on summary conviction to a fine of HK$3,000,000. An employer who fails to do so intentionally, knowingly or recklessly commits an offence and is liable on summary conviction to a fine of HK$3,000,000 and imprisonment of six months.

Occupiers Liability Ordinance (Chapter 314 of the Laws of Hong Kong)

The Occupiers Liability Ordinance regulates the obligations of a person occupying or having control of premises on injury resulting to persons or damage caused to goods or other property lawfully on the land.

The Occupiers Liability Ordinance imposes a common duty of care on an occupier of premises to take such care as in all the circumstances of the case is reasonable to see that the visitor will be reasonably safe in using the premises for the purposes for which he is invited or permitted by the occupier to be there.

Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong)

The Mandatory Provident Fund Schemes Ordinance, or the MPFSO, is an ordinance enacted for the purposes of providing for the establishment of non-governmental mandatory provident fund schemes, or the MPF Schemes. The MPFSO requires every employer of an employee of 18 years of age or above but under 65 years of age to take all practical steps to ensure the employee becomes a member of a registered MPF Scheme within the first 60 days of employment. Subject to the minimum and maximum relevant income levels, it is mandatory for both employers and their employees to contribute 5% of the employee’s relevant income to the MPF Scheme.

Any employer who contravenes the requirement of enrolling eligible employees in a registered MPF Scheme commits a criminal offence and is liable on conviction to a maximum fine of HK$350,000 and imprisonment for three years.

Any employer who contravenes the requirement of paying mandatory contributions to the MPF Scheme commits a criminal offence and is liable on conviction to a maximum fine of HK$100,000 and imprisonment for six months on the first conviction and a maximum fine of HK$200,000 and imprisonment for one year on each subsequent conviction.

Minimum Wage Ordinance (Chapter 608 of the Laws of Hong Kong)

The Minimum Wage Ordinance provides for a prescribed minimum hourly wage rate (currently at HK$42.1 per hour as of April 2026) during the wage period for every employee engaged under a contract of employment under the Employment Ordinance. Any provision of the employment contract which purports to extinguish or reduce the right, benefit or protection conferred on the employee by the Minimum Wage Ordinance is void.

Failure to pay minimum wage amounts to a breach of the wage provisions under Employment Ordinance. An employer who willfully and without reasonable excuse fails to pay wages to an employee when it becomes due is liable to prosecution and, upon conviction, to a fine of HK$350,000 and imprisonment for three years.

Inland Revenue Ordinance (Chapter 112 of the Laws of Hong Kong)

Under the Inland Revenue Ordinance, where an employer commences to employ in Hong Kong an individual who is or is likely to be chargeable to tax, or any married person, the employer shall give a written notice to the Commissioner of Inland Revenue not later than three months after the date of commencement of such employment. Where an employer ceases or is about to cease to employ in Hong Kong an individual who is or is likely to be chargeable to tax, or any married person, the employer shall give a written notice to the Commissioner of Inland Revenue not later than one month before such individual ceases to be employed in Hong Kong.

Withholding tax on dividends

Under the current practice of the Inland Revenue Department of Hong Kong, no withholding tax is payable in Hong Kong in respect of dividends paid by the Operating Subsidiaries in Hong Kong.

Capital gains and profit tax

The Inland Revenue Ordinance provides, among other things, that profits tax shall be charged on every person carrying on a trade, profession or business in Hong Kong in respect of his or her assessable profits arising in or derived from Hong Kong at the standard rate at 16.5%, except for the qualifying group entity under the two-tiered profits tax regime. The two-tiered profits tax regime is applicable to years of assessment commencing on or after April 1, 2018, for which the first HK$2,000,000 assessable profits are taxed at the rate of 8.25% and the remaining assessable profits are taxed at 16.5%. The Inland Revenue Ordinance also contains detailed provisions relating to, among other things, permissible deductions for outgoings and expenses, set-offs for losses and allowances for depreciations of capital assets.

No tax is imposed in Hong Kong in respect of capital gains from the sale of shares. However, trading gains from the sale of shares by persons carrying on a trade, profession or business in Hong Kong, where such gains are derived from or arise in Hong Kong, will be subject to Hong Kong profits tax. Certain categories of taxpayers (for example, financial institutions, insurance companies and securities dealers) are likely to be regarded as deriving trading gains rather than capital gains unless these taxpayers can prove that the investment securities are held for long-term investment purposes.

Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong)

Under the Stamp Duty Ordinance, the Hong Kong stamp duty currently charged at the ad valorem rate of 0.1% on the higher of the consideration for or the market value of the shares, will be payable by the purchaser on every purchase and by the seller on every sale of Hong Kong shares (in other words, a total of 0.2% is currently payable on a typical sale and purchase transaction of Hong Kong shares). In addition, a fixed duty of HK$5 is currently payable on any instrument of transfer of Hong Kong shares. Where one of the parties is a resident outside Hong Kong and does not pay the ad valorem duty due by it, the duty not paid will be assessed on the instrument of transfer (if any) and will be payable by the transferee. If no stamp duty is paid on or before the due date, a penalty of up to ten times the duty payable may be imposed.

Estate duty

Hong Kong estate duty was abolished effective from February 11, 2006. No Hong Kong estate duty is payable by shareholders in relation to the shares owned by them upon death.

Competition Ordinance (Chapter 619 of the Laws of Hong Kong)

The Competition Ordinance that commenced full operation on December 14, 2015 (i) prohibits conduct that prevents, restricts or distorts competition in Hong Kong; (ii) prohibits mergers that substantially lessen competition in Hong Kong; and (iii) provides for incidental and connected matter.

The “First Conduct Rule” prohibits anti-competitive agreements, practices and decisions. It provides that an undertaking must not (i) make or give effect to an agreement; (ii) engage in a concerted practice; or (iii) as a member of an association of undertakings, make or give effect to a decision of the association, if the object or effect of the agreement, concerted practice or decision is to prevent, restrict or distort competition in Hong Kong.

Serious anti-competitive conduct includes (i) fixing, maintaining, increasing or controlling the price for the supply of goods or services; (ii) allocating sales, territories, customers or markets for the production or supply of goods or services; (iii) fixing, maintaining, controlling, preventing, limiting or eliminating the production or supply of goods or services; and (iv) bid-rigging.

The “Second Conduct Rule” prohibits the abuse of market power. It provides that an undertaking that has a substantial degree of market power in a market must not abuse such power by engaging in conduct that has as its object or effect the prevention, restriction or distortion of competition in Hong Kong. This conduct may in particular, constitute an abuse of such market power if it involves predatory behavior towards competitors or limiting production, markets or technical development to the prejudice of consumers. Matters that may be taken into consideration when determining whether an undertaking has a substantial degree of market power in a market include (i) the market share of the undertaking; (ii) the undertaking’s power to make pricing and other decisions; and (iii) any barriers to entry to competitors into the relevant market.

The First Conduct Rule and the Second Conduct Rule apply to all sectors of the Hong Kong economy. Therefore, our business is subject to Competition Ordinance generally.

In the event of contravention of a competition rule, the Competition Tribunal may (i) on application by the Competition Commission, impose pecuniary penalty of any amount it considers appropriate subject to a maximum of 10% of the turnover of the undertaking concerned for each year in which the contravention occurred for each single contravention (if the contravention occurred in more than three years, 10% of the turnover of the undertaking for the three years that saw the highest, second highest and third highest turnover); (ii) on application by the Competition Commission, make an order disqualifying a person from being a director of a company or from otherwise being concerned in the affairs of a company; (iii) make orders it considers appropriate, including but not limited to prohibiting an entity from making or giving effect to an agreement, requiring modification or termination of an agreement, requiring payment of damages to a person who has suffered loss or damage as a result of the contravention.

Copyright Ordinance (Chapter 528 of the Laws of Hong Kong)

The Copyright Ordinance currently in force in Hong Kong came into effect on June 27, 1997. The Copyright Ordinance as reviewed and revised from time to time provides comprehensive protection for recognised categories of work such as literary, dramatic, musical and artistic works, as well as for sound recordings, films, television broadcasts and cable programmes. Certain copyrights may subsist in the works we create in relation to our artistic works or literary works that qualify for copyright protection without registration.

The Copyright Ordinance restricts certain acts such as copying and/or issuing or making available copies to the public of a copyright work without the authorisation from the copyright owner which, if done, constitutes infringement of copyright.

Trade Marks Ordinance (Chapter 559 of the Laws of Hong Kong)

The Trade Marks Ordinance currently in force in Hong Kong came into effect on April 4, 2003. The Trade Marks Ordinance is a statute enacted to make provision in respect of the registration of trademarks and for connected matters. The Trade Marks Ordinance provides (amongst other things) that a person infringes a registered trade mark if the person uses in the course of trade or business a sign which is:

(a)identical to the trade mark in relation to goods or services which are identical to those for which it is registered;

(b)identical to the trade mark in relation to goods or services which are similar to those for which it is registered; and the use of the sign in relation to those goods or services is likely to cause confusion on the part of the public;

(c)similar to the trade mark in relation to goods or services which are identical or similar to those for which it is registered; and the use of the sign in relation to those goods or services is likely to cause confusion on the part of the public; or

(d)identical or similar in relation to goods or services which are not identical or similar to those for which the trade mark is registered; the trade mark is entitled to protection under the Paris Convention as a well-known trade mark; and the use of the sign, being without due cause, takes unfair advantage of, or is detrimental to, the distinctive character or repute of the trade mark.

Under the Trade Marks Ordinance, the owner of a trade mark is entitled to bring infringement proceedings against a person infringing his or her trade mark for damages, injunctions, accounts and any other relief available in law. As of the date of this annual report, our subsidiaries registered seven trade marks in Hong Kong relating to our business, and there have been no infringement claims commenced by or against the Operating Subsidiaries with respect to any trade mark.

Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Chapter 615 of the Laws of Hong Kong)

The Anti-Money Laundering and Counter-Terrorist Financing Ordinance, or the AMLO, imposes requirements relating to client due diligence and record-keeping and provides the regulatory authorities with the powers to supervise compliance with the requirements under the AMLO. In addition, the regulatory authorities are empowered to (i) ensure that proper safeguards exist to prevent contravention of specified provisions in the AMLO; and (ii) mitigate money laundering and terrorist financing risks.

Drug Trafficking (Recovery of Proceeds) Ordinance (Chapter 405 of the Laws of Hong Kong)

The Drug Trafficking (Recovery of Proceeds) Ordinance, or the DTROP, contains provisions for the investigation of assets suspected to be derived from drug trafficking activities, the freezing of assets on arrest and the confiscation of the proceeds from drug trafficking activities. It is an offence under the DTROP if a person deals with any property knowing, or having reasonable grounds to believe, it to be the proceeds from drug trafficking. The DTROP requires a person to report to an authorized officer if he/she knows or suspects that any property (directly or indirectly) is the proceeds from drug trafficking or is intended to be used or was used in connection with drug trafficking, and failure to make such disclosure constitutes an offence under the DTROP.

Organized and Serious Crimes Ordinance (Chapter 455 of the Laws of Hong Kong)

The Organized and Serious Crimes Ordinance, or the OSCO, empowers officers of the Hong Kong Police Force and the Hong Kong Customs and Excise Department to investigate organized crime and triad activities, and it gives the Hong Kong courts jurisdiction to confiscate the proceeds from organized and serious crimes, to issue restraint orders and charging orders in relation to the property of defendants of specified offences. The OSCO extends the money laundering offence to cover the proceeds of all indictable offences in addition to drug trafficking.

United Nations (Anti-Terrorism Measures) Ordinance (Chapter 575 of the Laws of Hong Kong)

The United Nations (Anti-Terrorism Measures) Ordinance, or the UNATMO, provides that it is a criminal offence to: (i) provide or collect funds (by any means, directly or indirectly) with the intention or knowledge that the funds will be used to commit, in whole or in part, one or more terrorist acts; or (ii) make any funds or financial (or related) services available, directly or indirectly, to or for the benefit of a person knowing that, or being reckless as to whether, such person is a terrorist or terrorist associate. The UNATMO also requires a person to report his knowledge or suspicion of terrorist property to an authorized officer, and failure to make such disclosure constitutes an offence under the UNATMO.

The Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong)

The Personal Data (Privacy) Ordinance, or the PDPO, imposes a statutory duty on data users to comply with the requirements of the six data protection principles (the “Data Protection Principles”) contained in Schedule 1 to the PDPO. The PDPO provides that a data user shall not do an act, or engage in a practice, that contravenes a Data Protection Principle unless the act or practice, as the case may be, is required or permitted under the PDPO. The six Data Protection Principles are:

•Principle 1 — purpose and manner of collection of personal data;

•Principle 2 — accuracy and duration of retention of personal data;

•Principle 3 — use of personal data;

•Principle 4 — security of personal data;

•Principle 5 — information to be generally available; and

•Principle 6 — access to personal data.

Non-compliance with a Data Protection Principle may lead to a complaint to the Privacy Commissioner for Personal Data (the “Privacy Commissioner”). The Privacy Commissioner may serve an enforcement notice to direct the data user to remedy the contravention and/ or instigate prosecution actions. A data user who contravenes an enforcement notice commits an offense which may lead to a fine and imprisonment.

The PDPO also gives data subjects certain rights, inter alia:

•the right to be informed by a data user whether the data user holds personal data of which the individual is the data subject;

•if the data user holds such data, to be supplied with a copy of such data; and

•the right to request correction of any data they consider to be inaccurate.

The PDPO criminalizes, including but not limited to, the misuse or inappropriate use of personal data in direct marketing activities, non-compliance with a data access request and the unauthorized disclosure of personal data obtained without the relevant data user’s consent. An individual who suffers damage, including injured feelings, by reason of a contravention of the PDPO in relation to his or her personal data may seek compensation from the data user concerned.

The Data Protection act, 2021 (the “BVI DPA”) came into force in the British Virgin Islands on July 9, 2021. The BVI DPA establishes a framework of rights and duties designed to safeguard individuals’ personal data, balanced against the need of public authorities, businesses and organizations to collect and use personal data for lawful purposes. The BVI DPA is centered around seven data protection principles which require that:

•personal data must not be processed unless specific conditions are met;

•a data controller must inform a data subject of specific matters, for instance the purposes for which it is being collected and further processed;

•personal data must not be disclosed for any purpose other than the purpose for which it was to be disclosed at the time of collection or a purpose directly related thereto or to any party other than a third party of a class previously notified to the data subject;

•a data controller shall, when processing personal data, take practical steps to protect personal data from loss, misuse, modification, unauthorized or accidental access or disclosure, alteration or destruction;

•personal data must not be kept for longer than is necessary for the purpose;

•personal data must be accurate, complete, not misleading and kept up to date; and

•a data subject must be given access to his or her own personal data and be able to correct that data where it is inaccurate, incomplete, misleading or not up to date, except where a request for such access or correction is refused under the BVI DPA.

The Information Commissioner is the regulator responsible for the proper functioning and enforcement of the BVI DPA. Offences under the BVI DPA include:

•processing sensitive personal data in contravention of the BVI DPA;

•willfully obstructing the Information Commissioner or an authorized officer in the conduct of his or her duties and functions;

•willfully disclosing personal information in contravention of the BVI DPA; and

•collecting, storing or disposing of personal information in a manner that contravenes the BVI DPA.

Offences committed under the BVI DPA may result in fines (up to US$500,000 in certain cases) or imprisonment. Further, a data subject who suffers damage or distress as a result of their data being processed in contravention of the BVI DPA may institute civil proceedings in the British Virgin Islands courts.

C.Organizational Structure

See “—A. History and Development of the Company.”

D.Property, Plants, and Equipment

See “—B. Business Overview—Properties.”

On August 15, 2025, we established two subsidiaries, CAT Strategy Limited, a Hong Kong limited liability company, and iBCH Inc., a British Virgin Islands limited liability company, to initiate our digital asset treasury strategy and active digital asset operations, which includes investments in BCH (Bitcoin Cash) and other digital assets; planned BCH self-mining capabilities; and an expected digital asset-denominated direct life insurance business investment management. Our BCH self-mining capabilities are intended to support the BCH ecosystem’s security and resilience while enhancing our BCH digital asset treasury strategy. By owning the mining infrastructure, the Company anticipates realizing several strategic advantages, including lower BCH acquisition costs compared to prevailing market prices through optimized hardware and energy efficiency, and effective hedging against market volatility via steady asset accumulation.

Our results of operations have been and will continue to be affected by a number of factors, including those set out below:

We expect to derive a significant portion of revenue from self-mining of digital assets, primarily BCH. Hence, our ability to generate revenue from this business line is directly affected by the market price of BCH. The price of BCH may also impact the use of and residual value of our self-mining equipment. In addition, our balance sheet is significantly concentrated in BCH. We expect that the revenue and profitability of our digital-asset denominated life insurance business may also be correlated to cryptocurrency prices.

The prices of BCH and other digital assets have experienced substantial volatility and have in the past and may in the future be driven by speculation and incomplete information, subject to rapidly changing investor sentiment, and influenced by factors such as technology, macroeconomic conditions, regulatory void or changes, fraudulent actors, manipulation, and media reporting.

Further, the value of BCH and other digital assets may be significantly impacted by factors beyond our control, including consumer trust in the market acceptance of digital assets as a means of exchange by consumers and merchants. For example, the approval of spot Bitcoin ("BTC") exchange-traded funds by the SEC in January 2024 initially drove substantial Bitcoin price appreciation, but this was followed by periods of sharp correction, with BTC declining by more than 50% from its October 2025 high to its February 2026 low. BCH has historically been correlated to BTC prices. In calendar year 2022, a number of companies in the digital assets industry declared bankruptcy, including cryptocurrency exchanges, hedge funds, miners and lenders, which also led, at least in part, to a significant drop in digital assets prices. We have limited ability to predict BCH and digital asset prices and volatility, which we expect to continue to affect our future earnings and cash flows.

We expect that electricity prices will be one of the most significant costs of operating our self-mining business. As such, our ability to secure ample power supply with low electricity cost. The successful execution of our self-mining business depend on our success in identifying and securing new sources of electrical capacity on competitive terms or contracting with third parties who can do so effectively, in the case of hosted mining capacity. Failure to do so could constrain our ability to expand.

Our Legacy Operating Subsidiaries’ business is closely related to the capital market and financial trading industry in Hong Kong. Through our Operating Subsidiaries, we provide financial trading solutions and the services provided by the Operating Subsidiaries are affected by the capital market in Hong Kong. Any material deterioration in the financial and economic conditions of the financial and capital market in Hong Kong could materially and adversely affect the business and prospects of our Legacy Operating Subsidiaries. The Hong Kong financial and capital market is susceptible to changes in the global, as well as domestic economic, social and political conditions, including, but not limited to, interest rate fluctuations, volatility of foreign currency exchange rates, monetary policy changes and legal and regulatory changes. When there are unfavorable changes to the global or local market conditions, the financial and securities market in Hong Kong may experience negative fluctuations in its performance. It may directly affect the demand for our Legacy Operating Subsidiaries’ services, pricing strategies, the level of business activities and consequently our revenue derived therefrom. This may materially and adversely affect our financial condition and results of operations.

There is a limited pool of IT staff and other skilled workers with the requisite skills, know-how and experience required for our Legacy Operating Subsidiaries’ business, similarly, there is a limited pool of staff with the necessary experience required for our Digital Assets Operating Subsidiaries. As the quality of technical know-how of staff are keys to the business of our Operating Subsidiaries, attracting and retaining talent are essential components of ourOperating Subsidiaries’ business strategy. We may have to offer better salaries, incentive packages and training opportunities to attract and retain sufficient skilled workers to maintain our Operating Subsidiaries’ operations and growth, which may increase our costs and reduce our profitability. For the years ended December 31, 2023, 2024 and 2025, our staff costs of directors and employees, including salaries, provident fund contributions and other benefits were HK$16,509,766, HK$18,813,515 and HK$26,524,118 (US$3,407,824), respectively. We cannot be certain that we will be able to retain our existing IT or digital assets staff and other skilled workers and recruit additional qualified professionals to support the future operations and growth of our Operating Subsidiaries. Any failure to do so may adversely affect the business and growth of our Operating Subsidiaries.

In December 2025, mF International closed a private placement deal with institutional and individual investors to fund its new digital asset treasury strategy and support its liquidity and operations. The Company issued 48,520,000 class A ordinary shares and 1,480,000 pre-funded warrants in exchange for HK$3,900,000,000 (US$500,000,000).

During the year ended December 31, 2025, the Company launched its digital asset investment strategy which primarily consists of investing in stable coin (USDC), Bitcoin (BTC), Bitcoin Cash (BCH), USDT (Tether) and other insignificant digital assets such as ETH (Ethereum), Binance Coin (BNB), TRX (TRON) and USD1 (World Liberty Financial USD). The Company retains ownership of and control over its digital assets and use third-party custodial services to secure them. In addition, the Company manages the risk of the price fluctuation of digital assets through derivative instruments such as covered put and covered call options on digital asset related securities. The covered put and call options on bitcoin cash-related securities generate option premium income and lower the effective prices. If an option expires, the Company keeps the full option premium as income.

As of December 31, 2025, the Company had an ownership of the following digital assets custodied:

On February 6, 2026, the Company announced plans to expand its digital asset treasury strategy by developing in-house Bitcoin Cash (BCH) self-mining capabilities. This initiative is designed to support the BCH ecosystem’s security and resilience while enhancing the Company’s BCH digital asset treasury strategy. By owning the mining infrastructure, the Company anticipates realizing several strategic advantages, including lower BCH acquisition costs compared to prevailing market prices through optimized hardware and energy efficiency, and effective hedging against market volatility via steady asset accumulation.

The following table sets forth key components of our results of operations for the years ended December 31, 2023 and 2024:

The following table sets forth the breakdown of our revenue by major revenue type for the years ended December 31, 2023 and 2024, respectively:

Our revenue shrank by HK$5,875,859, or 18.4%, from HK$31,961,177 for the year ended December 31, 2023 to HK$26,085,318 (US$3,358,178) for the year ended December 31, 2024, primarily because of a plunge in our revenue from initial set up, installation and customization services, liquidity service and quotes/news/package subscription services, partially offset by an increase in our subscriptions, hosting, support and maintenance services, and white label service.

Revenue from our initial set up, installation and customization services plummeted by HK$6,272,880, or 69.9%, from HK$8,973,079 for the year ended December 31, 2023 to HK$2,700,199 for the same period in 2024. The decrease was mainly due to the decreased demand for customization services.

Liquidity service revenue also dropped by HK$723,621, or 27.6%, from HK$2,626,516 for the year ended December 31, 2023 to HK$1,902,895 in the same period in 2024. The liquidity service fee is charged based on the transaction volume of orders sent directly to the liquidity providers. We experienced a lower transaction volume in the fiscal year ended December 31, 2024 compared to the same period in 2023.

Our quotes/news/package subscription services are value-added and optional services to our customers. Through the subscription of this service line, we offer financial strategy analysis, financial calendar, real-time quotes and financial information and news to our customers. Compared to HK$2,456,181 in the year ended December 31, 2023, the quotes/news/package subscription services revenues for the same period in 2024 was HK$2,150,845 (US$276,896) with a decrement of HK$305,336 or 12.4%. During the year ended December 31, 2024, our customers subscribed to the basic data feed service instead of premium service package.

Despite the decrease in the revenues from initial setup, installation and customization services, subscriptions, liquidity service and quotes/news/package subscription services, we experienced a growth in revenues from licensing, hosting, support and maintenance services and white label service.

Our hosting, support and maintenance services revenues increased by HK$555,575, or 12.8%, from HK$4,338,184 in the year ended December 31, 2023 to HK$4,893,759 (US$630,014) in the same period in 2024. During the fiscal year ended December 31, 2024, the number of customers of this service line increased by 16.7% compared to the same period in 2023. We provided hosting, support and maintenance services to our customers to whom we delivered the implementation of the new or customized trading platforms.

White label service revenue increased by HK$896,363 or 42.2% from HK$2,122,198 for the year ended December 31, 2023 to HK$3,018,561 in the same period in 2024. The Company provides white label services to customers by allowing them to add additional labels or brands to the trading platform services. This provides customers the highest flexibility to operate their trading platform business based on their individual business development strategy or marketing needs at a lower operating cost.

The following table sets forth the breakdown of our cost of revenue for the years ended December 31, 2023 and 2024:

Our cost of revenue decreased by HK$212,546, or 1.5%, from HK$13,995,670 for the year ended December 31, 2023 to HK$13,783,124 for the year ended December 31, 2024, which was predominantly driven by a reduction in amortization of intangible assets and internet services cost by HK$997,706 and HK$133,991, respectively, partially offset by a spike in employee compensation and benefits by HK$936,941.

Employee-related costs consisted primarily of payroll and other personnel-related expenses of our staff to support our financial trading solution services. Our employee-related costs increased by HK$936,941 or 15.0% from HK$6,253,858 in the year ended December 31, 2023 to HK$7,190,799 in the same period of 2024 as we offered a bonus and salary increase to our staff as an appreciation for the uplisting in the U.S. equity market.

Our subscription costs represented costs incurred for subscription payments for price or news feeds from news and financial market information providers. We will convert the raw data into usable data that can be used in our trading platform. The increase in subscription costs was due to a higher subscription service fee from financial market information providers.

We may outsource some works to our related party and independent third parties. The outsourcing costs mainly represented the charges and fees paid to subcontractors who handled implementation work for us. The outsourcing fees decreased as we required fewer outsourcing services in the year ended December 31, 2024, which was in line with our decrease in revenue from initial set up, installation and customization services.

Our amortization of intangible assets mainly represented the amortization of our in-house labor cost for developing financial trading solutions. Our amortization of intangible assets for the same period in 2024 fell as part of the intangible assets we had developed in the past was fully amortized.

Commission expenses represented the fees we paid to business partners that bring new businesses to us. The commission is generally determined based on a certain percentage of revenue generated from customers referred by business partners.

Our total gross profit decreased by HK$5,663,313 or 31.5% from HK$17,965,507 for the year ended December 31, 2023 to HK$12,302,194 for the year ended December 31, 2024. The decrease in our gross profit was primarily due to the decrease in our revenue in 2024, particularly a shrink in demand for initial set up, installation and customization services.

Our total gross profit margin decreased from 56.2% for the year ended December 31, 2023 to 47.2% for the year ended December 31, 2024. The shrink in our gross profit margin was primarily due to the decrease in revenue from our initial set up, installation and customization services.

Our selling and marketing expenses mainly represent the advertising, promotional and marketing expenses. Our selling and marketing expenses surged by HK$4,021,854, or 2,498.4%, from HK$160,976 for the year ended December 31, 2023 to HK$4,182,830 for the year ended December 31, 2024. In May 2024, in order to boost our revenue, we contracted the Consultants to assist us in exploring new customers and planning our business strategy, marketing and promotional activities.

Our research and development expense pertains to the project research stage and primarily consists of payroll and other personnel-related expenses of our software development team. Our research and development expenses increased by HK$161,437, or 1,419.50%, from HK$11,373 for the year ended December 31, 2023 to HK$172,810 (US$22,247) for the year ended December 31, 2024. We expect that our expenditures for research and development may increase in terms of monetary value as we intend to expand their software development capacity to continue to improve existing functions and develop new functions.

Our general and administrative expenses include the depreciation expenses of property and equipment, employee compensations, insurance, legal and professional fees, office expenses, rent and utilities, travel, allowance for credit losses, and others. Our general and administrative expenses rose by HK$16,206,848, or 145.9%, from HK$11,110,942 for the year ended December 31, 2023 to HK$27,317,790 (US$3,516,844) for the year ended December 31, 2024, largely driven by a surge in employee compensation and benefits of HK$8,476,269, insurance of HK$1,456,280, legal and professional fees of HK$5,097,600 and travel by HK$1,190,142. During the year ended December 31, 2024, we offered an appreciation bonus and compensation increase to our executives and staff. We also incurred additional insurance coverage costs for our directors and executives as well as audit fees, legal fees, transfer agent fee, investor relations, printing, and advisory fees subsequent to the completion of initial public offerings. Our travel expenses also increased during the year ended December 31, 2024, as our executives traveled for conferences, business meetings and IPO events in the U.S.

Our other income (expenses) consists of the following:

Sundry income. The Operating Subsidiaries charged handling service fees for services provided to customers using the multi-asset trading software by the MT4/MT5 (forex trading platforms) service providers. Some customers requested the Operating Subsidiaries to subscribe to such services from the MT4/MT5 service providers and they, in turn, charged such customers. The sundry income was the net amount of sundry income from providing such handling services after deducting the expenses it incurred over the same period. The decrease in sundry income was mainly due to the fall in customers’ requests for such service.

Commission Income. Commission income represented the commission income received from our related party for business referred by us. We would charge a commission fee at an agreed percentage from the business referred by us to our related party. The decrease in commission income was mainly due to the decrease in sales referred by us in fiscal year 2024.

Government subsidies. Government subsidies primarily related to (i) one-off entitlements granted by the Hong Kong government pursuant to the Employment Support Scheme under the Anti-epidemic Fund (“ESS”) and (ii) funds for participation in promotion activities in 2023. The Operating Subsidiaries received government subsidies that totaled HK$34,261 and HK$nil for the years ended December 31, 2023 and 2024, respectively. The government subsidies for ESS were recognized as other income when they were received because we have (i) not implemented redundancies during the subsidy period; and (ii) spent all the wage subsidies on paying wages to employees. As the COVID-19 restrictions were released by the end of 2023, such government subsidies were no longer available in 2024.

We incurred interest expenses on bank borrowings, which totaled HK$483,623 and HK$325,084 for the years ended December 31, 2023 and 2024, respectively, with an annual effective interest rate of 4.9% and 3.7% during the years ended December 31, 2023 and 2024, respectively. Our interest expense for the year ended December 31, 2024 was lower compared to the same period in 2023. Our lenders lowered the interest rate on our borrowings following the U.S. Federal Reserve slashing of the interest rate in September 2024. We also recorded interest income of HK$130,621 and HK$426,232 on bank deposits for the years ended December 31, 2023 and 2024, respectively. We earned higher bank interest income on fixed deposit accounts from the IPO proceeds we received in April 2024.

The Company’s subsidiary, m-FINANCE Software (Shenzhen) Limited (“SZ WFOE”) established in the PRC is subject to PRC Enterprises Income Tax rate of 25% for the year ended December 31, 2023. SZ WFOE was deregistered on March 21, 2023.

Our income tax increased by HK$633,450 from HK$148,309 for the year ended December 31, 2023 to HK$781,759 for the year ended December 31, 2024, primarily due to the tax depreciation and a full valuation allowance against the net operating loss carryforward.

Net income (loss). As a result of the foregoing, we reported net income of HK$6,628,881 for the years ended December 31, 2023 while net loss of HK$20,210,992 for the same period in 2024.

Other comprehensive income(loss). Income from foreign currency translation adjustment amounted to HK$17,866 and HK$3,964 for the years ended December 31, 2023 and 2024, respectively.

The following table sets forth key components of our results of operations for the years ended December 31, 2024 and 2025:

The following table sets forth the breakdown of our revenue by major revenue type for the years ended December 31, 2024 and 2025, respectively:

Our revenue increased by HK$7,737,858, or 29.7% from HK$26,085,318 for the year ended December 31, 2024 to HK$33,823,176 (US$4,345,609) for the year ended December 31, 2025, primarily because of an increase in our revenue from initial set up, installation and customization services, subscriptions, white label service and quotes/news/package subscription services, partially offset by a decrease in our liquidity service.

Revenue from our initial set up, installation and customization services rose by HK$1,486,389, or 55.0%, from HK$2,700,199 for the year ended December 31, 2024 to HK$4,186,588 for the same period in 2025. The increase was mainly due to the high demand for customization services.

Revenue from our subscriptions increased by HK$3,747,571, or 32.8%, from HK$11,419,059 for the year ended December 31, 2024 to HK$15,166,630 for the year ended December 31, 2025. This significant increase was primarily driven by the expansion of several of our customers' businesses, which resulted in a heightened demand for our subscription services.

Our quotes/news/package subscription services are value-added and optional services to our customers. Through the subscription of this service line, we offer financial strategy analysis, financial calendar, real-time quotes and financial information and news to our customers. Compared to HK$2,150,845 in the year ended December 31, 2024, the quotes/news/package subscription services revenues for the same period in 2025 was HK$3,098,088 with an increment of HK$947,243 or 44.0%. During the year ended December 31, 2025, our customers subscribed to the premium service package instead of basic data feed service.

White label service revenue spiked by HK$1,868,474 or 61.9% from HK$3,018,561 for the year ended December 31, 2024 to HK$4,887,035 in the same period in 2025. The Company provides white label services to customers by allowing them to add additional labels or brands to the trading platform services. This provides customers the highest flexibility to operate their trading platform business based on their individual business development strategy or marketing needs at a lower operating cost.

Our hosting, support and maintenance services revenues slightly increased by HK$185,314, or 3.8%, from HK$4,893,759 in the year ended December 31, 2024 to HK$5,079,073 (US$652,560) in the same period in 2025. We provided hosting, support and maintenance services to our customers to whom we delivered the implementation of the new or customized trading platforms.

Despite the increase in the revenues from initial set up, installation and customization services, subscriptions, white label service and quotes/news/package subscription services, we experienced a decrease in revenues from liquidity service.

Liquidity service revenue dropped by HK$497,133, or 26.1%, from HK$1,902,895 for the year ended December 31, 2024 to HK$1,405,762 in the same period in 2025. The liquidity service fee is charged based on the transaction volume of orders sent directly to the liquidity providers. We experienced a lower transaction volume in the fiscal year ended December 31, 2025 compared to the same period in 2024.

The following table sets forth the breakdown of our cost of revenue for the years ended December 31, 2024 and 2025:

Our cost of revenue surged by HK$10,022,637, or 72.7%, from HK$13,783,124 for the year ended December 31, 2024 to HK$23,805,761 for the year ended December 31, 2025, which was predominantly driven by an increase in employee-related costs, outsourcing fees, and amortization of intangible assets by HK$3,796,139, HK$3,673,743, and HK$2,285,278, respectively.

Employee-related costs consisted primarily of payroll and other personnel-related expenses of our staff to support our financial trading solution services. Our employee-related costs increased by HK$3,796,139 or 52.8% from HK$7,190,799 in the year ended December 31, 2024 to HK$10,986,938 in the same period of 2025.The increment was mainly because of lower staff costs related to research and development were capitalized as intangible assets since more time and resources were allocated for supporting our financial trading solution services in the year ended December 31, 2025.

Our subscription costs represented costs incurred for subscription payments for price or news feeds from news and financial market information providers. We will convert the raw data into usable data that can be used in our trading platform. The decrease in subscription costs was due to a cancelled subscription from a financial market information provider.

We may outsource some works to independent third parties. The outsourcing costs mainly represented the charges and fees paid to subcontractors who handled software development work and managerial level technical support for us. The outsourcing fees increased as we required more outsourcing services in the year ended December 31, 2025, which was in line with our increase in revenue from initial set up, installation and customization services, subscriptions, white label service and quotes/news/package subscription services.

Our amortization of intangible assets mainly represented the amortization of our in-house labor cost for developing financial trading solutions. Our amortization of intangible assets for the same period in 2025 increased as several intangible assets that we had developed previously were launched to the market and began to be amortized.

Commission expenses represented the fees we paid to business partners that bring new businesses to us. The commission is generally determined based on a certain percentage of revenue generated from customers referred by business partners. Compared to the year ended December 31, 2024, we recognized higher commission expenses in current year. Such increase in commission expenses aligned with a rise in revenue for the year ended December 31, 2025.

Our total gross profit decreased by HK$2,284,779 or 18.6% from HK$12,302,194 for the year ended December 31, 2024 to HK$10,017,415 for the year ended December 31, 2025. Our total gross profit margin shrank from 47.2% for the year ended December 31, 2024 to 29.6% for the year ended December 31, 2025. The plunge in our gross profit was primarily due to the increase in our cost of revenue in 2025, particularly an increment in employee-related costs, outsourcing fees and amortization of intangible assets.

Operating expenses.

Our selling and marketing expenses mainly represent the advertising, promotional and marketing expenses. Our selling and marketing expenses surged by HK$2,501,296, or 59.8%, from HK$4,182,830 for the year ended December 31, 2024 to HK$6,684,126 for the year ended December 31, 2025. In May 2024, we initiated two two-year business development and marketing consulting agreements aimed at boosting our revenue. These agreements are designed to assist us in identifying new customers and refining our business strategy, including marketing and promotional activities.

Our research and development expense pertains to the project research stage and primarily consists of payroll and other personnel-related expenses of our software development team. Our research and development expenses decreased by HK$(126,843), or (73.4%), from HK$172,810 for the year ended December 31, 2024 to HK$45,967 for the year ended December 31, 2025. This significant reduction was mainly due to our platform's existing functions adequately meeting current needs, along with a strategic realignment of our human resources to other areas.

Our general and administrative expenses include the depreciation expenses of property and equipment, employee compensations, insurance, legal and professional fees, office expenses, rent and utilities, travel, allowance for credit losses, and others. Our general and administrative expenses rose by HK$10,317,821, or 37.8%, from HK$27,317,790 for the year ended December 31, 2024 to HK$37,635,611 for the year ended December 31, 2025, primarily driven by a surge in employee compensation and benefits by HK$4,041,307, legal and professional fees by HK$7,069,726 and rent and utilities by HK$903,134. During the year ended December 31, 2025,we capitalized lower staff costs as intangible assets under research and development, reallocating more human resources to various projects. Our legal and professional fees for legal, audit, and advisory services rose primarily due to the additional legal services acquired for our private investment in public entity, equity plan and compliance. Our rent and utilities expenses also increased mainly due to additional rent payment to a new office leased in September 2025.

Our impairment loss of intangible assets increased by HK$14,242,561 (US$1,829,887) due to the carrying amount of the assets may not be recoverable.

Our investment gain (losses), net consists of the following:

On December 1, 2025, we closed a private placement, or PIPE, with institutional and individual investors and received a HK$3,900,000,000 (US$500,000,000), before deducting operating expenses, in connection with its plans to initiate a digital asset treasury strategy. As a result of the closing, we issued 48,520,000 of the Company’s class A ordinary shares and 1,480,000 Pre-Funded Warrants at a purchase price of $10.00 per class A ordinary share. During November and December 2025, we used the net proceeds primarily to fund the acquisition of various digital assets and the establishment of our digital asset treasury operations, as well as for working capital, general corporate and other purposes. Additionally, we sold several digital assets and acquired BCH option contracts during the same period. We recognized option premium income, realized gain on disposal of digital assets, investment income from digital assets, change in fair value of derivative liabilities, change in fair value of digital assets and others.

During November and December 2025, the Company entered into a total of six option contracts with Galaxy Trading Asia Limited (formerly known as Galaxy Digital Trading HK Limited) (“Galaxy”), comprising three put option contracts and three call option contracts, covering an aggregate of 60,000 BCH. Galaxy acted as the option holder, while the Company was the option writer. Galaxy also acted as the custodian of the underlying BCH. All contracts were physically settled on the business day following the relevant exercise date.

The three put option contracts were entered into on November 28, 2025 and expired on December 26, 2025. Each contract covered 10,000 BCH, with strike prices of US$482, US$508 and US$428 per BCH, respectively. Under the terms of the contracts, the put options would be automatically exercised on the expiry date if they were in-the-money, i.e., where the spot price of BCH was below the respective strike prices. As the spot price of BCH on December 26, 2025 exceeded all strike prices, the put options expired unexercised. Accordingly, the Company retained the option premium and recognized option premium income of HK$4,407,000 (US$566,212) upon expiration.

The three call option contracts were entered into on December 23, 2025 and expire on January 30, 2026. Each contract covers 10,000 BCH, with strike prices of US$650, US$640 and US$660 per BCH, respectively. Under the terms of the contracts, the call options are subject to automatic exercise on the expiry date if they are in-the-money, i.e., where the spot price of BCH exceeds the respective strike prices. As at December 31, 2025, the call option contracts remained outstanding and had neither been exercised nor expired. Accordingly, no option premium income was recognized in respect of these contracts for the year ended December 31, 2025.

As of December 31, 2025, we disposed several digital assets with realized gain of HK$873,409 (US$112,216).

Our investment income from digital assets consisted of interest income and commission income generated from cryptocurrency exchanges. Commission income represents referral fee paid by the cryptocurrency brokerage firms when mF International Limited referred one of its subsidiaries, iBCH, to open a cryptocurrency brokerage account. During the year ended December 31, 2025, we earned investment income from digital assets in an amount of HK$1,680,869 (US$215,958), which included interest income, HK$1,510,722 (US$194,098) and commission income, HK$170,147 (US$21,860).

The derivative option contracts were initially recorded on the consolidated balance sheets at their initial fair value on the date of issuance. After the initial recognition, the fair value of the underlying option feature changed over time due to changes in market conditions. During November and December 2025, we entered into six derivative option contracts with Galaxy Trading Asia Limited (f.k.a. Galaxy Digital Trading HK Limited) involving 60,000 BCH in aggregate.

During the year ended December 31, 2025, the Company recognized an aggregate change in fair value of derivative liabilities of HK$2,795,520 (US$359,169), which relates to option contracts that remained outstanding as at the balance sheet date.

As of December 31, 2025, certain option contracts had expired prior to the reporting date and, accordingly, no related derivative liabilities remained outstanding in respect of those contracts. The change in fair value recognized during the period is attributable to the remeasurement of outstanding derivative positions based on prevailing market conditions, including the spot price of BCH.

The Company's digital assets mainly consist of investments in Bitcoin (BTC), Bitcoin Cash (BCH), Binance Coin (BNB), USDT (Tether) and other insignificant digital assets such as ETH (Ethereum), TRX (TRON) and USD1 (World Liberty Financial USD). The Company retains ownership of and control over its digital assets and uses third-party custodial services to secure them.

Digital assets purchased are initially recorded at cost, including capitalized transaction fees, using the weighted-average method, and subsequently, remeasured at fair value based on the exchange quoted price throughout the reporting period, with changes in fair value recognized on the consolidated statements of operations. As of December 31, 2025, we had a gain in change in fair value of digital assets of HK$121,190,685 (US$15,570,604).

Our other (expenses) income consists of the following:

Sundry income. The Operating Subsidiaries charged handling service fees for services provided to customers using the multi-asset trading software by the MT4/MT5 (forex trading platforms) service providers. Some customers requested the Operating Subsidiaries to subscribe to such services from the MT4/MT5 service providers and they, in turn, charged such customers.

The sundry income was the net amount of sundry income from providing such handling services after deducting the expenses it incurred over the same period. Due to the fall in customers’ requests for such service, there was no subscription for MT4/MT5 service.

Other income: Other income includes foreign exchange transaction gain and miscellaneous income. During the year ended December 31, 2025, we incurred foreign exchange transaction gain HK$51,225 due to appreciation of Hong Kong dollar and miscellaneous income, HK$162,216, which is related to operational subsidies received for small-and-middle enterprises from the Hong Kong SAR government.

Interest income, net includes interest expenses on bank borrowings and related party loan offset by interest income we earned for the savings or time deposits in our bank accounts. We incurred interest expenses on bank borrowings, which totaled HK$325,084 and HK$157,825 for the years ended December 31, 2024 and 2025, respectively, with an annual effective interest rate of 3.7% and 2.8% during the years ended December 31, 2024 and 2025, respectively. Compared to the same period in 2024, our interest payments decreased, as the loan principal balances were reduced for the year ended December 31, 2025.On August 26, 2025, we entered into an unsecured term loan agreement with Fire Lucky Investment Co., Ltd. (the “Loan Agreement”), the controlling shareholder of the Company (“Fire Lucky”), pursuant to which Fire Lucky agreed to lend us US$1,000,000 (the “Loan”). The loan with Fire Lucky carried an interest rate of 5% per annum, payable upon maturity was repaid on December 25, 2025. The total interest expenses paid to Fire Lucky was HK$130,000 for the year ended December 31, 2025.

We also recorded interest income of HK$426,232 and HK$543,794 on bank deposits for the years ended December 31, 2024 and 2025, respectively. We earned higher bank interest income from the PIPE proceeds due to an increased interest rate.

We generated an income tax benefit of HK$3,040,531 for the years ended December 31, 2025 contrary to income tax expense of HK$781,759 in the same period in 2024. The accretion of income tax benefit for the years ended December 31, 2025 compared to the same period in 2024 by HK$3,828,516 was triggered by a reversal of deferred tax liabilities related to the amortization of capitalized intangible assets.

We reported net loss of HK$20,210,992 for the years ended December 31, 2024 while net income of HK$78,744,704 for the same period in 2025 predominantly due to an investment gain (losses), net incurred during the current year.

Income from foreign currency translation adjustment amounted to HK$3,964 and HK$465,751 for the years ended December 31, 2024 and 2025, respectively.

As of the date of this annual report, we have financed our Operating Subsidiaries’ operations primarily through cash flows from operations and loans from banks. We plan to support our future operations primarily from cash generated from our operations.

As of December 31, 2025, we had cash and restricted cash in aggregate of HK$223,408,053 (US$28,703,513) compared to HK$21,999,787 as of December 31, 2024. We received cash proceeds of HK$221,297,724 (US$28,432,377) out of total proceeds of US$500 million via our private placement ("PIPE"). We generated a positive working capital of HK$4,009,216,848 (US$515,105,011) during the year December 31, 2025 compared to the working capital of HK$$16,962,651 as of December 31, 2024, mainly due to the cash proceeds received from PIPE during fiscal year 2025.

We had an outstanding bank borrowing balance of HK$1,444,983 (US185,652) as of December 31, 2025. This outstanding balance will be due in 2026. The effective interest rate for the year ended December 31, 2025 was 2.76%.

We believe that our current cash and cash flows provided by operating activities, loans from banks, and the net proceeds from our PIPE and pre-funded warrants will be sufficient to meet our working capital needs in the next 12 months from the date of this annual report. If we experience an adverse operating environment or incur unanticipated capital expenditure requirements, or if we determine to accelerate our growth, then additional financing may be required. No assurance can be given, however, that additional financing, if required, would be available on favorable terms or at all. Such financing may include the use of additional debt or the sale of additional equity securities. Any financing which involves the sale of equity securities or instruments that are convertible into equity securities could result in immediate and significant dilution to our existing shareholders.

The following table sets forth a summary of our cash flows for the periods indicated:

Net cash used in operating activities was HK$15,870,912 for the year ended December 31, 2025, mainly derived from (i) net income of HK$78,744,704 for the year ended December 31, 2025; ii) various non-cash items of HK$103,523,804, such as depreciation of property and equipment of HK$268,028, amortization of intangible assets of HK$6,813,062, amortization of right-of-use assets of HK$2,233,308, impairment loss of intangible assets of HK$14,242,561, recovery of the allowance of credit loss of HK$21,567, option premium income of HK$4,407,000, realized gain on disposal of digital assets of HK$873,409, investment income of HK$1,680,869, change in fair value of derivative liabilities of HK$2,795,520, change in fair value of digital assets of HK$121,190,685, others HK$1,344,004 and deferred tax benefits of HK$3,046,757 and (iii) changes in operating assets and liabilities of HK$8,908,188 which mainly included (a) a decrease in deposits and other current assets of HK$474,748, mainly due to the deposit paid to outsourcing service provider; (b) an increase in accrued expenses and other payables of HK$2,474,880 due to more provision on legal and professional fee incurred during the year end; (c) a decrease in contract liabilities of HK$13,088, which was mainly due to lower receipt in advance from customers; (d) a decrease in accounts receivable of HK$917,734, which was mainly due to we efficiently managed our days sales outstanding; (e) a decrease in prepaid expenses of HK$8,230,370; (f) an increase in tax payable of HK$6,348; (g) payment of office lease to third party and a related party of HK$2,233,308.

Net cash used in operating activities was HK$21,877,518 for the year ended December 31, 2024, which was attributable to the following: (i) net loss of HK$20,210,992 for the year ended December 31, 2024; (ii) non-cash adjustments of HK$7,782,656 inclusive of depreciation of property and equipment, $96,880, amortization of intangible assets, HK$4,516,459, amortization of right-of-use assets, HK$1,494,383, allowance for credit loss, HK$893,175 and deferred tax expense, HK$781,759; and (iii) a decrease in operating assets and liabilities of HK$9,449,182 which was driven by an increase in prepaid expenses related to two business development and marketing service agreements, HK$13,373,781, deposit payment, HK$13,300, income tax payment, HK$124,069 and lease payments, HK$1,500,000, offset by customer collections, HK$668,920, an increase in accrued expenses, HK$738,576 and an increase in advance receipts from customers, HK$4,154,472.

Net cash provided by operating activities amounted to HK$11,324,808 for the year ended December 31, 2023, mainly derived from (i) net income of HK$6,628,881 for the year ended December 31, 2023; (ii) various non-cash items of HK$8,444,393, such as amortization of intangible assets of HK$5,514,165, amortization of right-of-use assets and interest of lease liabilities of HK$1,633,106, allowance for credit losses of HK$998,020 and depreciation of property and equipment of HK$134,951; and (iii) changes in operating assets and liabilities of HK$3,734,567. Changes in operating assets and liabilities mainly included (i) an increase in accounts receivable of HK$2,444,125, which was mainly due to more billing to customers based on services provided closer to the year ended December 31, 2023; (ii) a decrease in operating lease liabilities of HK$1,659,126, mainly due to the recognition of operating lease expenses on a straight-line basis over the lease term; and (iii) an increase in contract liabilities of HK$420,517 due to more advances received from customers under the new projects.

Net cash provided by investing activities amounted to HK$1,368,018 for the year ended December 31, 2025, representing costs to obtain and develop software of HK$2,321,836 , purchase of property and equipment of HK$151,646 and was offset by the proceeds from call options of HK$3,841,500.

Net cash used in investing activities was HK$8,430,509 for the year ended December 31, 2024, inclusive of purchases of computer servers and equipment of HK$463,476 and additional labor costs for product and software development of HK$7,967,033.

Net cash used in investing activities amounted to HK$5,685,740 for the year ended December 31, 2023, representing costs to obtain and develop software of HK$7,270,898 and purchase of property and equipment of HK$48,157, and was partially offset by disposals of financial assets at fair value of HK$1,633,315 during the year ended December 31, 2023.

Net cash provided by financing activities amounted to HK$216,376,911 for the year ended December 31, 2025. The inflow of cash from financing activities mainly included the proceeds from pre-funded warrants of HK$76,440,000, the proceeds from PIPE of HK$144,857,724 and the proceeds from a related party loan of HK$7,800,000. Total proceeds were offset by the repayment of bank borrowings of HK$4,614,703 and the repayments to the related parties of HK$8,106,110 during the year ended December 31, 2025.

Net cash provided by financing activities was HK$45,493,432 for the year ended December 31, 2024, which was driven by proceeds from the IPO of HK$58,500,012, offset by payments for deferred IPO costs of HK$9,139,510 and repayment of bank borrowings of HK$3,867,070.

Net cash used in financing activities amounted to HK$10,887,289 for the year ended December 31, 2023, which included the dividend paid to a shareholder of HK$5,329,213, repayment of bank borrowings of HK$3,693,642 and an increase in deferred IPO costs of HK$1,864,434.

We did not have, during the periods presented, nor do we currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

The following table summarizes our contractual obligations in HK$ and US$ as of December 31, 2025: