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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

~~☐ TRANSITION REPORT PURSUANT TO SECTION~~For 13the ORfiscal ~~15(D)~~year OFended ~~THE~~December ~~SECURITIES~~31, ~~EXCHANGE~~2025

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

For the fiscal year ended December 31, 2024

For the transition period from ____________ to____________

Commission file number: 001-41763

Global Interactive Technologies, Inc

(Exact name of registrant as specified in its charter)

Delaware		~~7370~~88-1368281		~~88-1368281~~
(State or other jurisdiction of incorporation or organization)		(~~Primary~~I.R.S. ~~Standard~~Employer ~~Industrial~~Identification ~~Classification Code~~ Number)		~~(I.R.S. Employer Identification Number)~~

160, Yeouiseo-ro,

Yeongdeungpo-Gu, Seoul

Republic of Korea, 07231

~~+82-2-564-8588~~(Address principal executive offices)

~~(Address,~~Registrant’s ~~including zip code, and~~ telephone number, including area code,: ~~of Registrant’s principal executive offices)~~+82-2-564-8588

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:	Trading Symbol(s)	Name of Each Exchange on Which Registered:
Class A Common Stock, $0.02 par value per share	GITS	The Nasdaq Stock Market LLC (Nasdaq Capital Market)
Class A Common Stock, $0.001 par value per share	GITS	The Nasdaq Stock Market LLC (Nasdaq Capital Market)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

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. Yes ☒☐ No ☐☒

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 and post such files). Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, 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. ☐

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. ☐

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. ☐

Indicate by check mark whether any of those error corrections are restatements that require 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). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the ~~registrant’s~~ common stock outstanding, other than shares held by ~~non-~~persons who may be deemed affiliates of the registrant, computed by reference to the closing price offor ~~$0.2471~~Class ~~per~~A Common ~~share as reported on the Nasdaq~~ Stock ~~Market~~ on June ~~December 31~~30, ~~2024~~2025, ~~and~~which ~~based~~was ~~on the 52~~$1.36,~~808,589~~ ~~shares~~as ofreported ~~common~~on ~~stock outstanding prior to~~ the ~~Company’s 1-for-20~~Nasdaq ~~reverse~~Stock ~~stock~~Market ~~split effected on January 27, 2025,~~ was ~~approximately~~ $104,~~587~~040,~~362~~052.72.

As of the filing date of ~~December~~May 3122, ~~2024~~2026, the ~~registrant~~ ~~had~~number ~~52,808,589~~of shares of Class A Common Stock issued and outstanding. Onis ~~January 27~~3, ~~2025~~674, ~~the Company effected a 1-for-20~~208 ~~reverse~~shares ~~stock~~(par ~~split~~value ~~of its Common Stock~~$0.001 ~~As a result~~per share), ~~the~~as ~~number~~adjusted ofto ~~shares~~reflect ~~outstanding was proportionally reduced, and as of~~ the ~~filing date~~1-for-20 ofreverse ~~April~~stock ~~29,~~split ~~2025,~~effected ~~there~~on ~~were~~January 227,~~640,429~~ ~~shares of Class A Common Stock issued and outstanding on a post-split basis (par value $0~~2025.~~02 per share).~~

TABLE OF CONTENTS

		PAGE
PART I		1
Item 1.	Business	1
Item 1A.	Risk Factors	1413
Item 1B.	Unresolved Staff Comments	4139
Item 1C.	Cybersecurity	4139
Item 2.	Properties	4240
Item 3.	Legal Proceedings	4240
Item 4.	Mine Safety Disclosures	4240
PART II		43
Item 5.	Market for Registrant’s ~~Ordinary~~Common ~~Shares~~Stock, Related ~~Stockholder~~Shareholder Matters and Issuer Purchases of Equity Securities	4341
Item 6.	[Reserved]	4341
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4341
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	5047
Item 8.	Financial Statements and Supplementary Data	5048
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	5048
Item 9A.	Controls and ~~Procedure~~Procedures	5048
Item 9B.	Other Information	5149
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	5149
PART III		52
Item 10.	Directors, Executive Officers and Corporate Governance	5250
Item 11.	Executive Compensation	5654
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	6156
Item 13.	Certain Relationships and Related Transactions, and Director Independence	6259
Item 14.	Principal Accounting Fees and Services	6461
PART IV		66
Item 15.	Exhibits and Financial Statement Schedules	6662
Item 16.	Form 10-K Summary	66

As used in this Annual Report on Form 10-K, unless otherwise indicated, Global Interactive Technologies, Inc,. together with its consolidated subsidiaries, is hereinafter referred to as “Global ~~interactive~~Interactive ~~technologies~~Technologies” “us,” “we,” “our,” or the “Company.”

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on our management’s beliefs and assumptions and on information currently available to management, and which statements involve substantial risk and uncertainties. All statements contained in this Annual Report on Form 10-K other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans, market growth and trends, and objectives for future operations are forward-looking statements. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions.

Although we believe that we have a reasonable basis for each forward-looking statement contained in this Annual Report on Form 10-K, we caution you that these statements are based on a combination of facts and factors currently known by us and our expectations of the future, about which we cannot be certain. ~~Forward~~These forward-looking statements are subject to numerous risks, including, ~~include~~without ~~statements~~limitation, ~~about~~the following:

● our ability to continue as a going concern given that we have incurred recurring losses from operations, have a working capital deficiency, and our auditors have stated that substantial doubt exists about our ability to continue as a going concern; ● our ability to obtain significant additional capital, which we may be unable to obtain and will require to continue as a going concern. ● overall strength and stability of general economic conditions and of the social media platform and content creation industry in the United States and globally; ● changes in consumer demand for, and acceptance of, our services, including our platform, as well as social media platforms in general; ● changes in the competitive environment, including adoption of technologies, services and products that compete with our own; ● our expectations regarding our future operating and financial performance; ● our ability to effectively execute our business plan and continue to expand internationally; ● our ability to recruit, retain, and motivate skilled personnel, including key members of senior management; ● changes in the price of equipment, network infrastructure, hosting and maintenance; ● uncertainties around the successful improvement and modification of our existing applications and development of new products and services, which may require significant expenditures and time; ● changes in laws or regulations governing our business and operations; ● our ability to maintain adequate liquidity and financing sources and an appropriate level of debt on terms favorable to us; ● our ability to effectively market our services; ● costs and risks associated with litigation brought against us; ● our ability to obtain and protect our existing intellectual property protections, including trademarks and copyrights; ● changes in accounting principles, or their application or interpretation, and our ability to make estimates and the assumptions underlying the estimates, which could have an effect on earnings; ● our ability to maintain the listing of our shares on the Nasdaq Capital Market or our ability to list our shares on any other exchange and maintain such listing; and ● other risks described from time to time in periodic and current reports that we file with the SEC.

● changes in consumer demand for, and acceptance of, our services, including our platform, as well as social media platforms in general;

● changes in the competitive environment, including adoption of technologies, services and products that compete with our own;

● our expectations regarding our future operating and financial performance;

● our ability to effectively execute our business plan and continue to expand internationally;

● our ability to recruit, retain, and motivate skilled personnel, including key members of senior management;

● changes in the price of equipment, network infrastructure, hosting and maintenance;

● uncertainties around the successful improvement and modification of our existing applications and development of new products and services, which may require significant expenditures and time;

● changes in laws or regulations governing our business and operations;

● our ability to maintain adequate liquidity and financing sources and an appropriate level of debt on terms favorable to us;

● our ability to effectively market our services;

● costs and risks associated with litigation brought against us;

● our ability to obtain and protect our existing intellectual property protections, including trademarks and copyrights;

● changes in accounting principles, or their application or interpretation, and our ability to make estimates and the assumptions underlying the estimates, which could have an effect on earnings;

● our ability to list our shares on the Nasdaq Capital Market or any other exchange and maintain such listing; and

● other risks described from time to time in periodic and current reports that we file with the SEC.

This list of factors that may affect future performance and the accuracy of forward-looking statements is illustrative, but not exhaustive. New risk factors and uncertainties not described here or elsewhere in this Report, including in the sections entitled “Risk Factors,” may emerge from time to time. Moreover, because we operate in a competitive and rapidly changing environment, it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make.

The forward-looking statements are also subject to the risks and uncertainties specific to our Company, including but not limited to the fact that we have nolimited operating history as a public company. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Annual Report on Form 10-K may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Annual Report on Form 10-K primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled “Risk Factors” and elsewhere in this Annual Report on Form 10-K. We undertake no obligation to update any forward-looking statements after the date of this Annual Report on Form 10-K or to conform such statements to actual results or revised expectations, except as required by law.

~~RISK FACTOR SUMMARY~~ii

Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors.” These risks include, among others, the following:

● Limited Operating History and Rapid Growth Challenges:

As a development-stage company, Global Interactive Technologies has a limited operating history and has grown rapidly since launching its FANING (FANTOO) platform. However, this growth may not be sustainable, and the company may struggle to manage future expansion, diversify revenue streams, retain users, and adapt to evolving business models and market demands.

● Industry and Technological Risks:

Operating in the fast-evolving social media and content creation sector, the company faces challenges in keeping up with rapid technological changes and shifting user trends. Developing new products, features, and technologies is costly and uncertain, and there is no assurance of commercial success or market acceptance. Failure to innovate could adversely impact the business.

● Legal and Content Liability Risks:

As a creator and distributor of digital media, the company is exposed to legal claims related to deceptive advertising, copyright, and trademark infringement, especially concerning third-party or user-generated content. Defending against these claims could be costly and divert management resources1.

iii

PART I

Item 1. Business.

Overview

Global Interactive Technologies, Inc. (“GITS” or the “Company”), a Delaware corporation formerly known as Hanryu Holdings, Inc., is a technology-~~driven~~focused platform company ~~connecting~~operating ~~global~~and ~~fans~~developing ~~of Korean culture through innovative digital experiences. The Company operates~~ Faning, a ~~comprehensive~~global ~~interactive~~digital ~~platform~~fan ~~designed to facilitate content discovery, monetization, user-generated content, and deep community~~ engagement ~~among~~platform ~~global~~centered ~~fandom communities. The Company focuses~~ on Korean ~~leveraging~~entertainment ~~technology~~and ~~to expand Korean~~ culture, ~~(Hallyu)~~including ~~beyond traditional~~ K-~~Pop, spanning digital media, entertainment, and interactive platform services~~pop.

~~The Company~~ Faning is adesigned ~~corporation~~to ~~that~~support ~~was~~online ~~incorporated~~fan ~~in the state of Delaware on October 20~~communities, ~~2021,~~content asdiscovery ~~Hanryu~~and ~~Holdings~~sharing, ~~Inc.~~user ~~On December 5~~interaction, ~~2024,~~multilingual ~~the Company formally changed its name from Hanryu Holdings~~communication, ~~Inc.~~ ~~to Global Interactive Technologies, Inc. pursuant to an amendment to its Certificate of Incorporation filed with the Secretary of~~user-generated ~~State of Delaware. In connection with the name change~~content, ~~the~~and ~~Company~~digital ~~also~~engagement ~~changed~~experiences ~~its~~across ~~Nasdaq~~mobile ~~ticker~~and ~~symbol~~web-based ~~from HRYU to GITS~~services.

Corporate Structure and Subsidiaries

AsThe Company is a corporation that was incorporated in the state of ~~December~~Delaware 31on October 20, 2021, as Hanryu Holdings, Inc. On December 5, 2024, the Company’s ~~primary~~formally ~~operating~~changed ~~subsidiary is~~its ~~Faning~~name ~~Korea~~from Hanryu Holdings, ~~LLC~~Inc. to Global Interactive Technologies, aInc. ~~wholly-owned~~pursuant ~~subsidiary~~to ~~based~~an inamendment to ~~Seoul,~~its ~~Republic~~Certificate of ~~Korea~~Incorporation filed with the Secretary of State of Delaware. ~~Faning~~In ~~Korea~~connection ~~oversees~~with the ~~development,~~name ~~maintenance~~change, ~~and~~ ~~operation~~the ofCompany ~~the~~also changed ~~Faning~~its ~~application~~Nasdaq ~~and~~ticker ~~related~~symbol ~~web~~from ~~services~~HRYU to GITS.

~~Throughout 2024, the Company restructured its subsidiaries, including~~As ~~the divestiture~~ of ~~Hanryu Bank on~~ December 2831, ~~2024~~2025, ~~and~~the ~~FNS~~Company ~~and~~conducted ~~Marine~~its ~~Island~~core onFaning ~~November~~business 5,and ~~2024.~~platform ~~Faning~~strategy ~~Korea,~~directly ~~LLC~~through ~~was~~Global ~~acquired~~Interactive onTechnologies, ~~December 4~~Inc., ~~2024.~~including ~~These~~platform ~~changes were not deemed material and~~development, ~~therefore~~management, ~~were~~commercialization ~~not~~strategy, ~~separately~~and ~~reported~~related ondigital ~~Form 8-K~~services.

~~IPO~~FANING KOREA, ~~and~~LLC, ~~Nasdaq~~a ~~Listing~~wholly owned subsidiary based in Seoul, Republic of Korea, provides administrative support to the Company in South Korea.

~~On July 31, 2023, the Company successfully completed its IPO on Nasdaq,~~Reverse ~~raising~~Stock approximately $8.77 million through issuing 877,328 shares of Class A common stock at $10 per share. The Company’s stock initially traded under the symbol ‘HRYU,’ changing subsequently to ‘GITS’ following the name change.Split

~~Strategic~~On January ~~Developments~~27, 2025, the Company effected a 1-for-20 reverse stock split of its issued and outstanding common stock.

On February 26, 2024, the Company’s Board of Directors terminated the employment of Changhuyk Kang as Chief Executive Officer for cause. On the same day, the Board appointed Mr. Taehoon Kim, the Company’s Chief Technology Officer and Vice President, as Interim Chief Executive Officer, effective immediately.Faning

~~FANING~~Faning is (the innovative successor to the ‘Fantoo’ platform, specifically engineered to serve as a global epicenter for enthusiasts of K-POP and contemporary Korean culture (“K-Culture”). Moving beyond traditional social networking, the Company has developed a multifaceted digital ecosystem designed to facilitate high-velocity user interaction, content creation, and deep community engagement. As of December 31, 2025, Faning has transitioned from a primary development phase into early-stage commercialization, focused on scaling a global audience.

FANING has become a globally recognized platform for providing an amazing and active community among people that have an interest in K-POP and modern Korean culture. The multifaceted nature of the Company’s operations has solidified the business’ reputation as one of the preeminent platforms for fandom. FANING’s users are able to seamlessly interact with each other to discuss exciting K-POP topics.1

1Core Functionality & User Experience (UX)

~~FANING~~The ~~allows~~platform ~~fans~~leverages toproprietary ~~interact~~algorithms ~~within~~to ~~their~~deliver ~~fandoms and discuss these interests, create and share content, and interact through~~ a ~~number of channels, including (i) secure, direct messaging, (ii) open~~personalized ~~social~~user ~~pages~~journey, ~~and~~designed ~~(iii) virtual~~to ~~spaces~~provide ~~(“FANING Clubs” or “Clubs”). FANING Clubs concentrate on~~ a ~~specific~~seamless ~~topic,~~connection ~~allowing~~between ~~moderators to control the Club functions~~fans, ~~and the Club members to aggregate their FP rewards. Integrated within each FANING Club is a “Club Vault~~creators,” ~~a service provided by FANING that allows the individual members of a Club to donate their personal FP to an account held by the Club. The Club Vault allows the Club’s members to aggregate their FP~~ and ~~increase their purchasing power~~content. This increase in purchasing power allows the Club’s individual users to more rapidly accumulate FP and pool their rewards with other users, in order to purchase services such as fan events or the ability to live stream a concert from their favorite band. Decisions regarding the use of the accumulated FP within the Club Vault are determined by a vote of the Club members.

~~Our~~● ~~users~~Faning ~~are~~Clubs: ~~the~~Users ~~core~~organize ofinto ~~our~~topic-specific ~~business.~~virtual Wecommunities ~~provide our~~(“Clubs”) ~~users~~centered ~~with~~on ~~customized~~artists, ~~experiences~~movies, ~~including~~and ~~unique~~lifestyle ~~interactions~~trends, ~~within~~utilizing ~~the~~messaging ~~FANING~~and ~~community.~~discussion ~~FANING~~forums ~~algorithms~~to ~~curate~~maintain ~~individual user~~24/7 ~~experiences,~~connectivity. ~~recommending~~● ~~content,~~Global ~~clubs~~Interaction: toFaning ~~join~~provides real-time, ~~users~~automatic totranslation ~~connect~~functionality ~~with,~~for ~~and~~17 different languages, enabling ~~users~~a totruly ~~subscribe~~unified toglobal ~~keywords~~fandom ~~and~~experience. ~~access~~● ~~automatic content~~Interactive ~~geared~~Engagement ~~toward~~Tools: ~~their~~The ~~interests.~~platform ~~Through~~integrates ~~these~~participation-driven ~~services~~features, ~~FANING~~including ~~provides~~voting ~~the~~mechanisms ~~fandom~~and ~~community~~engagement atools ~~way~~that toempower ~~stay~~users ~~connected~~to ~~and~~influence upcontent ~~to date~~rankings ~~with~~and support their ~~fandom~~favorite ~~communities~~creators.

~~FANING~~Monetization further offers each user the ability to freely create, upload, and monetize their own content by earning in-platform rewards of FP. FANING removes language barriers, providing live chat ability between users worldwide, and global access to platform content, as the FANING platform supports automatic, real-time translation services for 17 languages. FANING also offers a fast, secure, and easy-to-use commerce and user-to-user transaction system. These unique features will allow FANING to generate user loyalty, maintain user interest in the platform, and attract new users.Model

~~For growth, we intend to develop short content~~In (two minutes) that will focus on interesting pop music and cultural topics. These videos will be distributed through FANING while concurrently being shown on third party social media platforms and video sharing websites. This new aspect of growth is important for a few reasons. First2025, ~~it will further enhance~~ the ~~strength~~Company ofimplemented ~~the FANING community by fostering~~ a ~~greater~~diversified ~~degree~~revenue ofstructure ~~engagement.~~optimized ~~Second, it will allow~~ for ~~greater visibility for K-POP on a global basis. Management will continue to expand this aspect of operations through~~ the ~~life~~digital offandom ~~the business.~~economy:

2● Vote & Boost Sales: Central to the platform’s economy are participation-based features. Users purchase Vote Packages to participate in community activities and Boosts—paid enhancements that increase the visibility and impact of their support for specific content or artists. ● Premium Subscription Services: The Company offers tiered subscription plans, providing users with exclusive features and an enhanced interface. ● Scalable Advertising: The Company generates revenue through targeted display advertisements and sponsored content, a stream designed to scale with continued user growth and engagement.

~~THE~~Synergistic Content ~~FANING~~& ~~ECOSYSTEM~~Music Production

~~We designed FANING as an ecosystem that is easy~~Complementing ~~for users to adapt and use all features throughout~~ the platform, ~~and for us to develop and roll-out new technologies and functionality. FANING’s launch included a rollout of our messenger~~business, ~~community~~the ~~and~~Company ~~club~~has ~~technologies,~~secured ~~along~~strategic ~~with~~agreements ~~our reward system~~ for ~~users, as described below. Since FANING’s launch in May 2021,~~ the ~~FANING~~production ~~platform~~and ~~has~~release ~~attracted~~of ~~more~~music ~~than~~content ~~26.6 million~~featuring ~~users,~~K-pop asartists ofand ~~December~~animation ~~31, 2024, from the regions in the chart below:~~projects.

The main age groups that compose our use base are the 20-29-year age group, and 30-39-year age group, as set forth in the chart below:

	●	IP Monetization: Through digital streaming and distribution, the Company can capture diverse revenue streams that provide a higher-margin complement to platform operations.
	●	Short-Form Content Growth: Recognizing the market trend, the Company will produce 2-minute “short-form” cultural content. These videos are distributed will be Faning and third-party social media networks to maximize K-POP’s global visibility and help drive organic user acquisition.

~~The combined age groups of 20-39 years~~Development ~~have~~Status ~~the~~& ~~highest~~Future purchasing power among commercial and entertainment industries, and accounts for more than 80% of all FANING users, with a median age of 27 years old. FANING available to individuals 12 years and older and has an age restriction set that will not allow users under the age of 12 to sign up.Outlook

3Global Interactive Technologies continues to prioritize infrastructure scalability and the expansion of engagement features. Monetization is in its inaugural stages, and the ongoing execution of this strategy remains dependent on successful user adoption and continued access to capital.

~~User Reward System~~2

~~The reward system is the basis of FANING ecosystem.~~Faning ~~Users~~Ecosystem ~~earn FP based on: (i) the level of each user’s activity within the FANING platform;~~ and ~~(ii) the~~Legacy ~~revenue~~Fantoo we derive from FANING’s advertising sales. At midnight of each day, all advertising revenue for that day is accumulated, and 50% of that day’s total net advertising profits are distributed as FP to users, based upon their level of contribution within the FANING platform. From the 50% of profits that are distributed to users as FP, approximately 30% of the distribution of rewards will go to users who are content creators, and the remaining 20% will be issued to general users who participate on the platform. For the purposes of calculating advertising profits allocated for user rewards, the amount of FP issued will be exchanged at a ratio of one FP for every 100 Korean Won. For the avoidance of doubt, the issuance of FP from advertising revenue is limited to advertising revenue generated within the FANING platform, and the Company may earn revenue from advertising outside of the FANING platform that would not result in the issuance of FP.Platform

Faning ~~Point~~evolved ~~(“FP”)~~from the legacy Fantoo platform ecosystem, which historically accumulated approximately 27 million registered accounts globally.

~~FP is a measurement of reward points within the~~The ~~FANING~~Company ~~platform.~~views ~~Accruing~~this FPhistorical ~~allows~~registered ~~users~~account tobase ~~redeem~~as ~~FP for~~ a ~~wide~~potential ~~variety of products and services within FANING, including content from other users and artists available on FANING, K~~long-~~Culture~~term ~~merchandise,~~strategic ~~and more~~asset. FPHowever, ~~will be stored and quantified as rewards point within~~ the ~~FANTOO platform under the in-platform reward system structure that consists of (i) the~~ Company’s FPdid ~~reserve account, (ii) the~~not ~~Company’s~~complete ~~active~~a ~~account~~migration ~~for~~or ~~collected~~reactivation ~~advertising~~of ~~revenue~~this ~~which~~historical ~~was~~user ~~converted~~base ~~into~~during FP2025 and ~~ready~~cannot tocurrently ~~distribute~~predict tothe ~~users~~extent ~~based on user contributions~~ to ~~the FANING platform, (iii) the Company’s recycled FP account,~~ which ~~stores~~such historical ~~FP after being spent by~~ users to ~~make~~may ~~purchases~~become ~~within~~active ~~the application~~users, ~~and~~retained ~~(iv) each user’s individual account stores. The value of FP is set at a fixed ratio of 1:100 FP to Korean Won. The Company does not intend to repurchase FP from~~ users, ~~now~~ or inmonetizable ~~the~~users ~~future.~~within FP does not expire, and FP that is not redeemed by a user will accumulate in such user’s account unless and until such user deactivates their account, at which time such FP will be forfeited and moved to the ~~Company’s~~Faning ~~reserve account for redistribution~~platform.

FPThe Faning ~~Storage~~platform is designed to support a multilingual user community across multiple geographic regions. The platform includes community engagement tools, messaging functionality, club-based interaction features, and ~~Security~~multilingual communication tools, including real-time translation functionality.

~~FP are stored and managed through a database that~~During is2025, ~~separate~~the ~~and~~Company ~~apart~~focused ~~from~~on ~~other~~maintaining ~~databases used to store~~ and ~~manage~~supporting ~~other FANING app data. The separate FP database is operated to ensure maximum data confidentiality by minimizing access to~~ the ~~database~~Faning ~~and~~platform, ~~limiting~~continuing ~~the~~development ~~number~~ of ~~individuals~~platform ~~who~~functionality, ~~are~~and ~~able~~preparing for tofuture ~~access~~commercialization ~~such database~~initiatives. ~~Access~~ toAs ~~the~~of ~~database~~December is31, ~~limited to permitted IP bands~~2025, ~~and~~ the ~~backup~~Company ~~function~~remained ofin ~~the~~an ~~cloud~~early-stage ~~service~~commercialization ~~used~~phase, ~~to store data can be restored~~and ~~within~~revenue afrom ~~few hours in~~ the ~~event~~Faning ofplatform aremained ~~disaster recovery event such as a server failure~~limited.

4Global Reach and Engagement

~~User-~~The Faning platform is designed to~~-User~~ ~~Interactions~~support a multilingual user community across multiple geographic regions, including users historically concentrated in markets such as the Philippines, Indonesia, Thailand, South America, and the Republic of Korea.

~~We developed FANING to include numerous opportunities~~The ~~for~~platform ~~our~~includes ~~users~~community toengagement ~~engage with the platform~~tools, ~~including~~messaging ~~clubs~~functionality, ~~community~~club-based ~~forums,~~interaction ~~chat functions~~features, and ~~functionality~~multilingual ~~to create user-generated~~communication ~~content~~tools, ~~each~~including ofreal-time ~~which~~translation ~~are~~functionality intended to ~~build~~facilitate ~~the~~communication ~~FANING~~among ~~brand~~users ~~and~~across ~~deepen~~different ~~the loyalty of our users~~regions.

~~FANING~~Demographics and ~~Clubs~~Target Audience

~~FANING Clubs are user-created based upon areas~~The ofFaning ~~interest~~platform inis ~~order~~primarily tofocused ~~link~~on users ~~across~~interested ~~the~~in ~~globe~~Korean ~~and~~entertainment ~~create friendships. Users have the ability to create clubs based upon topics of their own choosing, such as favorite artists, television series, movies, video games, sports,~~ and ~~more. A club can be customized by its moderator according to various policies and preferences to cultivate a close group of users based upon a shared~~ culture~~. Integrated within each FANING Club is a “Club Vault~~,” aincluding ~~service~~K-pop ~~provided by FANING that allows the individual members of a Club to donate their personal FP to an account held by the Club. The Club Vault allows the Club’s members to aggregate their FP~~ and ~~increase~~related ~~their~~digital ~~purchasing~~fandom ~~power~~communities. This increase in purchasing power allows the Club’s users to more rapidly accumulate FP and pool their rewards, in order to purchase services such as fan events or the ability to live stream a concert from their favorite band. Decisions regarding the use of accumulated FP within the Club Vault are determined by a vote of the Club members.

~~FANING~~Historically, a ~~Communities~~significant portion of platform engagement for the legacy Fantoo platform ecosystem had been concentrated among users in the 20–39 age demographic. The Company believes this audience represents an active segment of the global digital entertainment and social media market.

~~FANING communities are open forums where user-generated~~The ~~content~~platform is ~~socially~~intended ~~promoted~~for ~~and~~users ~~curated~~aged by12 ~~FANING~~and ~~users~~older. ~~Once~~The ~~user~~Company ~~requests~~maintains ~~for~~policies aand ~~community~~technical ~~based~~measures ~~around~~designed ato ~~certain~~restrict ~~topic~~access ~~exceed~~by underage ausers ~~pre-determined threshold,~~and ~~the~~to ~~FANING~~support platform ~~will~~safety ~~create~~and ~~such~~compliance ~~a community based upon the users submitting the requests~~requirements.

~~FANING~~The Company ~~Chats~~may continue evaluating future user growth opportunities across multiple geographic regions and demographic groups as the Faning platform develops and commercialization initiatives evolve.

Real-time multilingual translation capability, currently offered in 17 languages, allows both private messages and open chats via the FANING chats function without language barriers. Messages and chats are protected utilizing end-to-end encryption to prevent leakage of personal information. End-to-end encryption is a system of secured communication to prevent third parties from accessing chat messages, increasing the level of security.3

~~Content~~User Reward System & Faning Points (FP)

~~User-Created~~The reward ~~Content.~~system ~~Core to our business~~ is ~~moving into~~ a ~~user-based~~foundational ~~content~~element ~~creation~~of ~~model~~the ~~that~~Faning ~~allows~~ecosystem, ~~users~~designed ~~varying ways~~ to ~~create~~incentivize ~~and~~higher-quality ~~sell fandom~~ content tocreation ~~other~~and ~~FANING~~active ~~users,~~community ~~including the content types described below:~~participation.

●FP Generation ~~Fanart is artwork created by fans relating to artists, movies,~~ and dramas they like. ● Web Novels are user written novels, uploaded by users to the FANING platform. Readers can make comments at very specific areas within the novel. Novels can be viewed in the language of each user’s choice. If the desired language is not available, users can request or suggest the corresponding language translation. Through the process of “translation matching”, writers can search for translators while translators can ask writers for permissions to obtain the right to translate their stories. Once the writer and translator approve and consent, these translated stories can be sold to users. Any profit will be distributed automatically by FANING based on their prior agreement. ● Webtoons are user-created digital comics, uploaded by users to the FANING platform. Users can also buy and sell user-translated copies of these webtoons through the “translation matching” services referenced above, allowing users across the globe to enjoy their favorite webtoons in their own language. ● User-generated content also includes any other content created and sold by FANING users, such as the FANING shop offerings described below.Distribution

5Users accumulate Faning Points (FP) through multiple engagement channels:

~~Company~~● Activity-~~Created~~Based ~~Content.~~Rewards: ~~FANING~~FP ~~original~~is ~~content. The~~granted ~~Company~~based ~~also~~on ~~creates~~a ~~and~~user’s ~~distributes~~level ~~its~~of ~~own~~contribution ~~content.~~and ~~Content~~engagement ~~is distributed~~ within the ~~FANING~~Faning platform. ~~both~~● ~~for~~Ad-Revenue ~~free~~Sharing: ~~and~~As ~~for~~part ~~sale for~~of ~~premium~~our ~~content.~~commitment ~~The~~to ~~Company~~a ~~currently~~user-centric ~~has~~economy, 1250% ~~key~~of ~~employees~~the ~~broken~~daily upnet ~~into~~advertising aprofits ~~number~~generated ofwithin ~~content-creating~~the ~~teams~~platform ~~that~~are ~~cast~~distributed ~~entertainers for~~as ~~creating~~FP ~~original~~to ~~video~~users. ~~content~~Historically, ~~primarily~~this ~~uploaded~~distribution onhas ~~FANING~~been TVallocated ~~within~~with ~~the~~approximately ~~FANING~~30% ~~platform.~~designated Asfor ~~the~~content ~~business~~creators ~~grows,~~and ~~the~~20% ~~Company~~for ~~intends to~~general ~~hire~~participating ~~more~~users. ~~employees~~● ~~and~~Fixed ~~produce~~Value: ~~high-quality~~For ~~content that engages~~ the ~~users~~purposes ~~into~~of the ~~FANING~~ platform. Ineconomy, ~~addition to~~ the ~~content~~value ~~types similar~~of toFP ~~the~~is ~~categories~~maintained ~~listed~~at ~~above~~a ~~for~~fixed ~~user-generated~~ratio ~~content,~~of ~~FANING~~1 ~~original~~FP ~~content~~to ~~also~~100 ~~includes:~~Korean Won.

~~● FANING original shows~~ Utility and web series are shows and web series produced by FANING. This original content is exclusively available on the FANING platform. From time-to-time, we may sell such content for distribution on other third-party channels and platforms. ● Concerts are hosted by FANING for its users across numerous musical genres, from Korean pop to independent music, in venues of all sizes, from stadiums to small stages. Users that cannot attend these concerts in person can access these concerts on FANING via our online streaming service, and tickets can be purchased, using FP or cash, in the FANING Shop, also known as the “Fanshop.”Redemption

~~Third~~FP serves ~~Party~~as ~~Content.~~the ~~Third~~primary ~~party~~internal ~~content includes~~currency ~~content~~for ~~from~~the ~~trusted~~Faning ~~third-party media companies~~ecosystem. ~~Third~~Users ~~party content~~ can beredeem ~~uploaded~~accrued toFP ~~FANING~~for ~~pursuant~~a towide ~~certain~~array ~~agreements between~~of ~~the~~products ~~Company~~ and ~~third-party providers. These articles and videos are provided in real time~~services, ~~with automatic translation support~~ ~~in 17 languages.~~including:

~~FANING~~● Exclusive Content: Access to premium content from artists and other creators. ● K-Culture Merchandise: Purchase of physical and digital goods within the Faning Fanshop. ● Platform Engagement: Utilization of FP for platform-based activities, such as voting and boosting content, which are key components of our monetization strategy.

~~The FANING Fanshop is the e-commerce service provided through the FANING platform to its users. Through the Fanshop~~Storage, ~~users can purchase various items directly from FANING, such as gifts for~~ ~~artists~~Security, ~~pre-paid cards, concert tickets,~~ and other fandom goods using FP or cash. To the extent that items are purchased by the Company to sell within the FANING Fanshop, the Company uses cash to purchase the products and then lists the items in the Fanshop. The Fanshop will also offer a video commerce service, intended to be an online version of traditional home shopping networks on cable television. For example, users can purchase items relating to their favorite K-pop artist, such as the artist’s latest album, at the same time such user is streaming the artist’s live event.Governance

~~Within~~The Company prioritizes the ~~Fanshop,~~integrity ~~FANING~~and ~~users~~security ~~can~~of ~~also~~the ~~participate in~~reward ~~user-to-user~~ecosystem ~~transactions,~~through ~~such~~technical asand ~~selling~~administrative ~~or purchasing the following~~controls:

● ~~Emojis~~Segmented ~~used~~Database ~~within~~Architecture: ~~chats~~FP ondata ~~the~~is ~~FANING~~stored ~~platform.~~and ~~Users~~managed ~~have~~in ~~the~~a ~~ability~~dedicated todatabase, ~~create~~isolated ~~emojis~~from other application data for confidentiality and ~~register~~greater ~~them~~security. inAccess ~~the~~is ~~Fanshop~~limited to ~~generate~~authorized ~~sales~~personnel byvia ~~selling~~permitted ~~them~~IP tobands. ~~other~~● ~~users,~~Disaster ~~generating~~Recovery: The FP indatabase ~~such~~utilizes ~~transactions.~~cloud ●backup ~~Augmented~~functions, ~~reality~~which ~~(“AR”)~~can ~~filters~~enable ~~used~~rapid inrestoration ~~videos~~ within hours in the ~~FANING~~event ~~platform.~~of ~~Users~~a ~~have~~system ~~the~~failure. ~~ability~~● toAccount ~~create~~Policy: ~~and~~FP ~~sell~~does ~~registered~~not ARexpire ~~filters~~and ~~within~~accumulates in the ~~Fanshop~~user’s toaccount. ~~other~~However, ~~users.~~upon ●account ~~Digital~~deactivation, ~~stickers~~any ~~used~~unredeemed ~~within~~FP ~~the~~is ~~FANING~~forfeited ~~platform.~~and ~~Users~~moved ~~have~~to the ~~ability~~Company’s toreserve ~~create~~account ~~and~~for ~~sell~~redistribution ~~registered~~into ~~digital~~the ~~stickers~~ecosystem. ~~within~~The ~~the~~Company ~~Fanshop~~does not intend to ~~other~~repurchase FP from users.

~~For both user~~User-to-~~user transactions and transactions with~~User the Company, payment can be made either by credit card through a secure, third-party payment system built into the FANING platform, or by settling the total with the use of FP. Sales settled in FP will be charged a transaction fee based upon the specific item sold, ranging between 7% to 15% of the sale price. For user-to-user transactions, the selling user receives the proceeds upon the purchaser’s confirmation of receipt of the good sold.Interactions

IfWe have ~~the~~engineered ~~item~~Faning ~~sold in the user-~~to~~-user~~ ~~transaction requires~~provide ~~shipping,~~an ~~the~~expansive ~~Company~~array ~~intends~~of oninteractive ~~partnering~~opportunities, ~~with~~fostering ~~providers~~a ~~such~~vibrant asecosystem ~~Qxpress~~where toglobal ~~provide~~users ~~shipping~~can engage ~~services~~deeply ~~for~~with ~~which~~ the ~~fee~~platform ~~will be~~and ~~bundled~~each ~~into~~other. ~~the~~These ~~total~~interactions—comprising ~~transaction~~clubs, ~~cost.~~community ~~Alternatively~~forums, ~~users~~and ~~can~~chat ~~ship~~functions—are strategically designed to solidify the ~~item~~Faning ~~directly~~brand ~~using~~identity ~~another~~and ~~third~~cultivate long-~~party~~term ~~shipping~~user ~~service.~~loyalty

~~Also, the Company set up international logistic~~Faning ~~service~~Clubs ~~for~~& ~~FANING~~Communities: ~~with~~Integrated ~~partners~~Engagement called the Epic eCommerce platform. We believe the operations of the Epic eCommerce platform will catapult the income of Global interactive technologies. This is state -of-the-art eCommerce marketplace will allow for substantial revenues to be produced by facilitating sales among companies that want to provide their inventories to the FANING user base. The platform will provide a complete end-to-end sales and logistics solution for enrolled users.Ecosystem

~~This~~The ~~new~~Faning ~~business~~platform ~~unit~~is ~~will~~designed ~~integrate a full ordering management system (“OMS”), cross border shipping management tools, and seller shipping tools. It has the potential~~ to ~~reach an~~provide ~~immense audience, on~~ a ~~global basis~~seamless, multi-layered ~~among~~engagement ~~companies~~ecosystem ~~and independent entre preneurs that are seeking~~ to ~~target~~transition ~~younger~~casual ~~demographics with~~user ~~their~~interest ~~products.~~into ~~The~~active ~~benefits~~community ofleadership ~~using~~and ~~this~~collective ~~system include:~~participation.

● ~~Sell~~Dynamic ~~globally~~Community Creation: Faning communities function as open forums for user-generated content and social curation. New communities are established based on organic demand; once user requests for a specific topic reach a strategic threshold, the platform automatically activates a dedicated space for that interest group. ● Strategic Club Integration: From these broad communities, users can establish specialized “Clubs” to foster deeper, culture-specific interactions. Moderators have the autonomy to customize policies, allowing each Club to remain a space for dedicated fandoms. ● Collective Action & Support System: Every Club is equipped with ~~one~~a ~~origin~~proprietary collaborative system that allows members to pool their Faning Points (FP) toward shared objectives. This collective power enables the community to secure premium rewards, such as future exclusive fan events or live-streamed concerts, that would be unattainable through individual effort. ● Democratic Governance: To ensure transparency and maintain user loyalty, decisions regarding the allocation of collective resources are determined by a formal voting process among the members. ● Monetization Engine: This integrated structure is a key driver for our revenue strategy. By funneling community discussions into Club-based actions, we can stimulate higher-volume participation in Vote and Boost features.

●Faning Chats: ~~Duty-free~~Retention ~~for~~Social ~~eCommerce~~Architecture ~~orders~~(2025 Update)

●Faning’s integrated ~~Provide~~communication ~~guidelines~~layer ~~for~~is ~~eCommerce~~a ~~customs~~primary ~~clearance~~driver of user engagement, specifically engineered to maximize platform session duration and foster cross-border social ecosystems.

● ~~Various~~Social ~~shipping~~Connectivity ~~options~~& Retention: Unlike generic messaging services, Faning empowers users to ~~choose~~establish ~~and~~dedicated, ~~create~~real-time ~~last~~chat environments within Faning Clubs. By anchoring social interactions directly within these interest-~~mile~~based ~~labels~~communities, ~~from~~the ~~our~~platform ~~system~~fosters deeper user loyalty and can increase can increase daily active usage (DAU).

~~● Fast international shipping and reduced costs~~5

● ~~Provide~~Global ~~local~~Interaction: ~~fulfillment~~Our ~~services~~proprietary real-time translation engine, currently supporting 17 languages, can eliminate language barriers and enable a truly unified global fandom regardless of geographic or linguistic origin. ● Enterprise-Grade Privacy: Communications are protected through end-to-end ~~various~~encryption ~~countries~~(E2EE). This security infrastructure can help to mitigate data leakage risks and solidify user trust, a key component of our brand value ● Monetization Synergy: These high-engagement chat hubs serve as the strategic entry point for our monetization features. Continuous interaction within these spaces can directly stimulate participation in community-led Vote and Boost activities, which can convert social engagement into revenue.

●Content and ~~Customs~~Intellectual ~~clearance~~Property ~~status~~Ecosystem

●The Faning ~~Shipment~~ecosystem ~~tracking~~utilizes ~~system~~a collaborative content model designed to bridge the gap between K-Culture creators and a global audience through structured localization and IP distribution.

71. Collaborative User-Generated Content (UGC) & Localization

~~The~~At ~~key~~the ~~markets~~core ~~that~~of ~~Management~~our ~~will~~platform ~~target~~is ~~for~~a decentralized content ~~Epic’s~~model ~~operations~~that ~~include:~~empowers our users to produce and monetize culture-specific intellectual property.

● ~~South~~Creative ~~Korea~~Assets: Users can generate fandom content, including Fanart, Web Novels, and Webtoons, tailored to global K-Culture trends. ● Strategic Localization Ecosystem: To facilitate global reach, Faning operates a proprietary localization matching system that connects original content creators with skilled localizers for higher-quality, culturally nuanced translations. ● Revenue Management: The platform facilitates a structured revenue-sharing model based on pre-set agreements between creators and localizers. This system is designed to ensure that as content is localized and sold, profits are tracked and managed according to the agreed-upon terms, providing a scalable and transparent business environment. ● Engagement-Led Growth: This content ecosystem can drive higher-volume participation in our Vote and Boost features, as global fans utilize these tools to promote and elevate localized content within their regions.

●2. Original ~~Hong~~IP ~~Kong~~& Premium Productions

●The Company ~~Japan~~focuses on high-fidelity original content to anchor user loyalty and provide revenue streams.

● ~~Malaysia~~Faning TV Originals: Specialized content teams will produce exclusive shows and web series, leveraging K-pop and animation IPs to drive premium engagement. ● Concerts and Global Streaming: Faning may host and broadcast diverse musical events, with digital tickets and access sold through the Fanshop using FP or cash. ● Music & Animation Distribution: In 2025, the Company expanded its IP portfolio to include the distribution of music for K-pop artists and international animation projects, such as The Nut Job 3, diversifying revenue through streaming and royalties.

~~● Singapore~~6

●Faning Fanshop: ~~Thailand~~Integrated E-Commerce & Delivery

●The Faning ~~Indonesia~~Fanshop is the central e-commerce destination within our ecosystem, enabling users to transition from content engagement to commercial transactions.

●1. Direct ~~Taiwan~~Commerce & Product Offerings

~~Our~~The Fanshop ~~Opportunity~~serves as a premier marketplace where users purchase high-demand fandom items directly from the Company.

~~With~~● ~~the~~Core ~~continued~~Merchandise: ~~global~~Our ~~expansion~~inventory offocuses ~~the~~on ~~Korean~~artist ~~Wave (Hallyu)~~gifts, ~~K-Culture has~~premium ~~become~~fandom ~~a dominant cultural force~~goods, ~~shaping trends in entertainment, media, fashion,~~ and ~~consumer~~exclusive ~~behavior across the world. According to the Korea Foundation’s 2023 Global Hallyu Trends Report, the global~~ K-Culture ~~fan~~products. ~~base~~● ~~reached~~Ticketing ~~approximately~~& ~~229 million~~Events: ~~fans~~Fanshop ~~across~~is ~~119~~an ~~countries,~~exclusive upportal ~~from~~for ~~156.6~~purchasing ~~million~~tickets into ~~2021~~both —physical aand ~~nearly~~live-streamed ~~50%~~concerts, ~~increase~~driving insignificant ~~just~~higher-margin ~~two years~~revenue.

As2. ofPayment ~~the~~& ~~most~~Revenue ~~recent data:~~Model

●We provide ~~China~~a ~~remains~~flexible ~~the~~financial ~~country~~environment ~~with~~for ~~the largest number of K-Culture fans, totaling 86~~transactions.~~32 million, followed by:~~

◦● ~~The~~Dual ~~United~~Payment ~~States~~Systems: 27Users can settle purchases using credit cards via third-party processors or through Faning Points (FP).17 ~~million~~● Transaction Integrity: For any community-based transactions, the platform has been set up to release funds upon confirmed receipt of goods.

◦3. Global ~~Thailand:~~Fulfillment ~~17.37~~& ~~million~~Delivery Infrastructure

◦To support ~~Indonesia:~~our ~~16.36~~international ~~million~~user base, the Company has established an efficient global logistics framework.

◦● ~~Japan~~Cross-Border Capabilities: 7Our delivery system is optimized for international shipping, enabling merchandise to reach fans across our key markets, including South Korea, Japan, Taiwan, and Southeast Asia.9 ~~million~~● Seamless Logistics: By integrating established third-party logistics partners, we provide real-time shipment tracking and reliable last-mile delivery, enhancing the overall user experience.

~~◦ Vietnam: 6.1 million~~7

~~◦ Mexico: 5.5 million~~Market Opportunity

◦The Company ~~India:~~believes ~~5.2~~that ~~million~~continued global interest in Korean entertainment and culture (“K-Culture” or “Hallyu”) may create future opportunities for digital fan engagement platforms and related online community services.

◦According to ~~Philippines:~~the ~~4.8~~Korea Foundation’s 2024 Global Hallyu Status Report, the number of global Hallyu fans surpassed 225 million as of December 2023 across 119 countries. The Korea Foundation reported that this figure represented significant growth compared to prior years.

◦The Company ~~Brazil:~~believes 4that increasing global consumption of K-pop, Korean television content, webtoons, digital media, virtual events, and mobile-based entertainment services may continue to support demand for multilingual fan engagement platforms and online fandom communities.6 The ~~million~~Ministry of Culture, Sports and Tourism and the Korean Foundation for International Cultural Exchange (“KOFICE”) also reported continued international growth in Korean Wave content consumption through the 2024 Overseas Hallyu Survey.

~~Due~~ According to ~~regulatory~~the ~~concerns~~‘2025 ~~related~~Overseas toHallyu ~~data~~Status ~~privacy~~Survey’ ~~and~~released ~~national~~by ~~policy within China,~~ the ~~Company~~Ministry ~~does~~of ~~not operate or provide services in China~~Culture, ~~Hong~~Sports ~~Kong,~~and orTourism ~~Macau.~~and ~~For~~KOFICE ~~further~~in ~~details,~~April ~~refer to “Risk~~2025, ~~Factors~~the —total ~~Our~~export ~~decision~~value ~~not~~of toHallyu-related ~~provide~~sectors ~~products~~reached ~~and~~$15.18 ~~services~~billion ~~and to restrict user access~~ in ~~China~~2024, ~~(including~~marking ~~Hong~~a ~~Kong~~4.5% ~~and~~increase ~~Macau) will~~compared ~~limit our total addressable market and may limit our ability~~ to ~~grow~~the ~~our~~previous ~~business…”~~year.

InThe Company ~~parallel~~believes ~~with~~that ~~this~~mobile-first ~~cultural momentum~~engagement, ~~K-Culture’s global~~multilingual ~~purchasing~~communication ~~power~~tools, ~~was~~online ~~estimated~~fan ~~at $147.3 billion as of 2023~~communities, ~~according~~and tovirtual ~~the~~participation ~~Korea Creative Content Agency (KOCCA).~~features ~~Despite~~may ~~economic pressures and the lingering effects of the COVID-19 pandemic, Korean content exports~~ continue to ~~rise,~~play ~~contributing~~an ~~billions annually~~important torole ~~South~~in ~~Korea’s~~the ~~GDP and influencing~~ global ~~consumer~~digital ~~trends~~entertainment ecosystem.

The Faning ~~proliferation~~platform ofis ~~mobile~~designed ~~and~~to ~~digital~~support ~~access~~these istypes ~~a major accelerator. As~~ of ~~2023,~~digital ~~more~~fan ~~than~~engagement ~~5.6~~activities ~~billion~~through ~~people~~community ~~globally~~interaction ~~use~~tools, ~~mobile~~multilingual communication ~~phones~~functionality, ~~with~~and ~~more~~mobile ~~than~~and ~~60%~~web-based ofaccessibility. However, the ~~global~~Company ~~population~~remains ~~active on~~in ~~social~~an ~~media~~early-stage ~~platforms.~~commercialization phase ~~Studies by KOFICE~~ and ~~KMFA~~cannot ~~show~~assure that ~~mobile-first~~it ~~access~~will issuccessfully ~~now~~expand ~~the~~its ~~dominant~~user ~~channel~~base, ~~for~~achieve ~~engaging with~~significant ~~K-Culture content~~monetization, ~~whether~~or ~~through~~establish ~~music~~a ~~streaming,~~material ~~webtoons,~~market position ~~fandom~~within ~~communities,~~the orglobal ~~virtual~~digital ~~events~~fandom industry.

~~We believe FANING is uniquely positioned to capture this growing demand.~~Our The platform’s real-time engagement tools, multilingual UX (supporting 17 languages), monetization mechanisms, and mobile/PC accessibility align closely with how K-Culture is consumed and celebrated worldwide.Value

The ~~rise of virtual concerts and online fan events has further~~ ~~opened~~Faning ~~the~~platform ~~market.~~is ~~For~~designed ~~example,~~to ~~BTS’s~~provide ~~virtual~~users ~~concert~~with ~~Bang~~a ~~Bang~~centralized ~~Con:~~digital ~~The~~environment ~~Live~~for ~~set~~Korean aentertainment ~~Guinness~~and ~~World~~culture-related ~~Record with 756,000~~fandom ~~concurrent~~activities, ~~viewers~~including ~~from~~community ~~107~~interaction, ~~countries.~~content ~~According~~sharing, tomultilingual ~~Grand View Research~~communication, ~~the global virtual events market was valued at approximately $114.1 billion in 2023~~ and isdigital ~~projected to reach $657~~engagement.~~6 billion by 2030, growing at a CAGR of 21.4%.~~

8The platform’s multilingual functionality is intended to reduce language barriers among users in different geographic regions. Faning also supports user-generated content and community-based participation tools that may provide a foundation for future monetization initiatives.

~~With~~The Faning ~~its~~Point ~~integrated~~(“FP”) reward system, ~~partnerships across~~is designed to encourage user participation within the ~~Korean~~platform. ~~entertainment~~As ~~industry~~of December 31, ~~and~~2025, however, ~~rapidly~~monetization ~~growing~~features ~~user~~associated ~~base,~~with the ~~FANING~~ platform isremained ~~strategically~~in ~~positioned~~early tostages ~~become~~of acommercialization, ~~leading player~~and inrevenue from the ~~digital~~FANING platform ~~K-Culture~~remained ~~experience economy~~limited.

OUR ~~VALUE~~ STRENGTHS

We ~~focus on providing user-centric services to~~ ~~provide~~believe aFaning’S ~~single~~potential ~~platform~~strengths that can address and satisfy the interests of fans within FANING. FANING will enrich users fandom experience by providing an all-in-one platform for fandom content, including news, popular culture, discussions, live shows, and fan creativity. FANING is currently available in 17 languages, with real-time translation services. These real time translation services enable our users to communicate with each other across the globe without language barriers. For languages that are not available for real-time translation, FANING provides a solution through the use of translation matching services among users. Through the translation matching services, FANING ensures that content is accurately translated and available to a greater number of global fans in their own languages. In addition, FANING further allows users to freely create and monetize their own content, enabling fast and secure user-to-user sales.include:

~~Within~~ Focused ~~FANING,~~Fandom ~~our~~Platform: ~~reward~~Faning ~~system~~is ~~ensures~~designed ~~users are~~specifically ~~rewarded with FP~~ for ~~staying active and creative within the platform, as well as attracting new~~ users. ~~The~~interested ~~more~~in FPKorean aentertainment ~~user~~and ~~earns~~culture, ~~the more~~including ~~purchasing power the user has within the FANING platform, allowing users to purchase goods and/or services within the FANING platform either directly from us or from other users~~K-pop.

~~OUR~~Multilingual Engagement: ~~STRENGTHS~~Faning supports multilingual communication, including real-time translation functionality, to facilitate interaction among users in different regions.

~~We differentiate ourselves from competing social networks through the power of a fully~~Community-~~integrated platform and established partnerships with leaders in the entertainment industry within~~Based ~~South~~Features: ~~Korea.~~Faning ~~Our~~includes ~~platform~~community ~~and~~forums, ~~partnerships enable our users to create~~ clubs, ~~communities~~messaging, and ~~gather~~user-generated ~~over similar fandoms, all while monetizing their~~ content ~~and~~tools ~~contributing~~designed to ~~the~~support ~~FANING~~user ~~platform~~participation and ~~experience~~engagement. ~~Our core strengths include the following:~~

	●	Value Creation Through Direct Sales Revenue. We intend to derive revenue from multiple revenue sources, including: (i) advertising revenue, which includes advertisement sales through the placement of banners, splash advertising, pop-up advertisement within the platform, in-platform promotions, branded content productions, and other FANING produced programs; (ii) content sales revenue as FANING continues to produce original content, such as web series, sold to FANING users or otherwise licensed to other third party media services; and (iii) the sale of e-commerce goods through FANING’s Fanshop, including the latest fandom goods and concert tickets.
	●	Value Creation Through Revenue Derived From User Activity. We intend to generate revenue from the sale of goods and/or services within the FANING platform from one user to another. Revenue is derived from user-to-user sales as follows: (i) from the sale of emojis and online stickers, from which we will collect 30% of the price paid by the purchaser, with the remaining 70% being remitted to the seller; (ii) from web novels and webtoons. If posted for free, the creator will only receive rewards in FP in relation to the number of views and likes; however, if the creator charges for the content, we intend to collect 30% of the price paid by the user, with the remaining 70% being remitted to the seller; (iii) users can offer the service of translation matching, where a user offers to translate another user’s content for a commission (in either cash or FP), and the parties agree to split the sales revenue from the translated content at a pre-determined ratio, for which we will collect 30% of each sale, and remit the remainder to the creator and translator based on a split determined by the parties; and (iv) for transactions between users involving tangible goods or other non-platform based fandom items (such as concert tickets), we intend to charge a fee of 3.5% of the total value of the transaction at the time of sale.

Digital Engagement Tools: Faning includes Vote and Boost features designed to support user participation, community-driven engagement, and potential platform monetization.

● FANING’s Point ~~Direct~~Reward ~~Advertising~~System: ~~Platform.~~The WeFaning ~~intend~~Point to directly engage with our advertisers. Without the need for third-party engagement, we can leverage the FANING platform to better understand advertisers and their expectations, ensuring we can create highly curated advertising products that will promote high levels of engagement and sales conversions for advertisers. We believe this will increase advertising revenue and build sustainable relationships with advertisers, while concurrently increasing the attractiveness of the FANING platform to new advertisers and users interested in the products advertised within the FANING platform. ● Industry Leading Privacy and Safety. Privacy and safety is provided by the FANING platform through the implementation of artificial intelligence (“AIFP”). ~~● High User Engagement. We intend to drive user engagement by offering a one-stop fandom platform and by offering an in-platform reward~~ system. ~~These~~is ~~features~~designed ~~are intended~~ to ~~allow~~encourage ~~the FANING platform to keep and maintain a highly engaged~~ user~~-base,~~ ~~loyal~~participation towithin the ~~FANING~~ platform ~~and its brand~~. ~~This brand loyalty will assist by reducing the Company’s advertising costs by replacing it with non-paid platform promotion through the word-of-mouth of its current user base.~~

9Mobile and Web Accessibility: Faning is accessible through mobile and web-based services, allowing users to engage with the platform across different devices.

~~OUR GROWTH STRATEGY~~8

~~Our core strategy is to pursue initiatives that~~OUR ~~promote~~GROWTH the viral growth of our user base, and in doing so, drive advertising revenue, user-generated revenue, and create other revenue streams. Our focus on user acquisition and retention provides the primary lens to view our plans for community growth, engagement, and long-term brand equity.STRATEGY

~~● Attracting Global Users.~~ Our core ~~business~~ strategy is to ~~promote~~achieve ~~the FANTING platform and grow our~~ global ~~user~~expansion ~~base, which will drive revenue growth~~ by ~~increasing~~leveraging ~~advertising revenue and~~ user ~~activity-based~~acquisition ~~revenue.~~models ~~● Broaden Product~~ and ~~Service~~maximizing ~~Offerings. Within~~ the ~~FANING~~value ~~platform our objective is for users to benefit from a wide range~~ of ~~products and services offered, and we intend to continuously expand~~ our ~~product~~growing ~~and service offerings as the user-base and revenue grow. Broadening our product offerings will ensure FANING grows along with the~~ fandom ~~community in which it operates, eventually creating a one-stop platform for our users across all fandoms~~ecosystem. ● Continued Research and Development. We intend to continue to invest in developing and implementing the newest technologies to ensure a better and more secure user experience compared to other social media platforms. ● Development of Intellectual Property. We intend to develop our own intellectual property assets based upon user-demand and data analysis from the FANING platform. Since the intellectual property developed from user-data will be based on user-demand, we believe that any new intellectual property will facilitate user engagement and growth. ● Expansion to Other Fandoms. We intend to expand FANING outside of the K-Culture fandom, and into other fandoms across an expansive number of entertainment types and cultures. Users will be able to easily transition between different fandom clubs and communities, and seamlessly access the newest trends and popular cultures. This anticipated expansion is intended to make FANING a platform that can evolve with, and fully integrate, all fans utilizing the FANING platform, regardless of the continuous rise and fall of popular culture trends.

● Global User Acquisition: The Company’s ~~revenue~~prioritizes a data-driven growth ~~strategy~~model ~~spans~~characterized ~~multiple~~by ~~time horizons~~lower Customer Acquisition Costs (CAC). InBy ~~the~~optimizing ~~short~~performance ~~term~~marketing, ~~the~~we ~~Company~~focus ~~aims~~on tocapturing ~~generate~~user ~~revenue~~growth ~~through~~across ~~virtual~~emerging ~~events~~markets. ~~hosted~~● onExpansion ~~the~~of ~~FANING~~Higher-Margin ~~platform~~Monetization: We are deploying a diverse revenue mix, ~~monetizing~~centering ~~both commissions~~on our proprietary “Vote and ~~operational~~Boost” ~~profits~~mechanisms. ~~Additionally,~~These ~~the~~tools ~~Company~~can ~~plans~~create toa ~~establish~~scalable aand recurring revenue base ofby ~~steady~~transforming ~~monthly~~global ~~income~~fan byengagement ~~offering~~into ~~premium subscription~~measurable ~~services~~commercial ~~tailored~~transactions. ● Technological Leadership & Global Infrastructure: We continue to ~~both~~invest ~~individual~~in ~~users~~innovative technologies, including our 17-language real-time translation engine and ~~institutional~~end-to-end ~~partners~~encryption (E2EE). InThis ~~the~~enables ~~mid~~an user experience that facilitates social interaction for our expanding global community. ● Cross-~~term~~Cultural Diversification: While rooted in K-Culture, our strategy includes expanding into broader global fandoms, including cinema, gaming, and sports. This enables the ~~Company~~Faning ~~intends~~ecosystem to ~~drive~~adapt ~~explosive revenue~~to ~~growth~~the bycontinuous ~~leveraging~~evolution ~~FANING’s~~of ~~advertising~~global ~~infrastructure,~~cultural ~~which~~trends. ~~will~~● ~~include~~Revenue ~~affiliate~~Channels: ~~marketing~~The ~~partnerships~~Company aims to generate consistent income through virtual events, live-streaming, and ~~platform~~premium subscription services. These features are designed to foster long-~~driven advertising~~term ~~sales~~brand loyalty and establish a monthly recurring revenue (MRR) base.

OUR MARKETING STRATEGY

We ~~intend to market our platform to users through~~ ~~media~~focus ~~ads,~~on ~~promotions,~~a ~~campaigns~~data-driven, ~~referrals,~~higher-efficiency ~~and~~marketing ~~other~~model ~~similar~~designed ~~initiatives.~~to ~~Currently,~~capture wethe ~~focus~~global ~~on our core target in~~ K-Culture, ~~and specifically, the K-pop~~ fandom. WeOur ~~intend~~strategy toprioritizes ~~achieve~~ scalable user growth bythrough ~~utilizing~~optimized ~~the~~performance ~~following~~marketing ~~strategies:~~and strategic regional engagement.

● ~~Localized~~Higher-Efficiency ~~Marketing~~Performance Efforts. As we intend to capture a larger percentage of the global fandom market, we will need to effectively develop marketing for each region’s fandom community. This will require localized marketing efforts for regional marketing to be successful. We believe we can successfully develop regional marketing results byMarketing: ~~(i)~~Our ~~partnering~~primary ~~with~~strategy ~~local~~centers content creators to create regional-specific marketing; and (ii) partnering with local advertising agencies to develop advertising campaigns that will attract regional users. It is important for us to localize our services and marketing strategies in order to expand our business in the U.S. Therefore, we plan to set up branches in the U.S. in the first half of 2025, and plan to hire around 20 developers to localize the services of FANING. We also plan to work with U.S. marketing experts and cooperate with marketing agencies to reach U.S. audiences through online marketing, sponsoring advertisements, and holding various user-engagement events and promotions in the major cities in the U.S. When we believe the operation in the U.S. is settled, we will set up a branch office in the United Kingdom for further expansion into Europe. The Company currently has no intention of expanding into China due to the Chinese government’s unofficial ban on ~~K-Culture~~leveraging ~~as well as official ban on all foreign social media platforms. Additionally, due to regulatory concerns regarding~~ data ~~protection~~analytics ~~and privacy within China, the Company will not expand its business into China in order~~ to ~~protect~~achieve ~~the~~lower ~~privacy~~Customer ofAcquisition ~~the~~Costs ~~Company’s users. For the avoidance of any doubt, the Company does not have customers in, does not otherwise provide products or services in, and restricts user access to individuals in China~~ (~~including Hong Kong and Macau~~CAC). ~~See~~By ~~“Risk~~optimizing ~~Factors~~digital —ad ~~Our~~spend ~~decision not to provide products~~ and ~~services~~targeting and to restrict user access in China (including Hong Kong and Macau) will limit our total addressable market and may limit our ability to grow our business” for additional information. ● Global Ambassador Program. We intend to engage with individuals in various countries (“Global Ambassadors”) that will create themehigher-~~specific content aimed at potential users in the Global Ambassador’s region, and further communicate with fans and targeted users within their region, to increase the~~ growth inemerging ~~the user-base~~markets, ~~and~~we ~~attract fans of K-Culture within that region to the FANING platform. Our Global Ambassadors will~~ focus on ~~users~~acquiring ~~who~~an ~~enjoy~~user ~~K-Culture~~base ~~while simultaneously promoting FANING and hosting localized events. ● Building Strong User-Relationships. We intend to build strong ties~~ with ~~our~~minimal ~~existing~~capital ~~users to increase their loyalty~~expenditure. We communicate with our users through various channels including social media, surveys, direct messages, focus groups, and similar means of communication to improve our service offerings so that we can exceed current users’ expectations. We believe that our fully engaged and satisfied users will be more likely to promote our platform voluntarily, thereby promoting organic growth through a continuous flow of new users by way of current user referrals. The rate of organic growth that we can achieve will accelerate the growth of FANING’s user-base. ● ~~Special~~Localized ~~Event~~Ecosystem ~~Hosting.~~Development: InTo ~~order~~penetrate toglobal ~~provide value to both our current users and targeted users~~markets, ~~as well as promote activity within the FANING platform,~~ we ~~intend~~implement ~~to host special themed events to which both current users and targeted users are invited. These events include K~~region-~~pop~~specific ~~concerts,~~marketing ~~dance performances, and other live shows~~initiatives. Generally, these events are driven by user input by way of voting for events that our users would prefer to attend. The participation of our users within our platform to determine upcoming events further encourages users to be active within the FANING platform.

10○ Strategic Localization: We collaborate with local content creators and marketing experts to tailor our services for key regions, including the United States, Europe, and Southeast Asia. ○ Operational Compliance: We maintain a strict policy of not operating or providing services in China (including Hong Kong and Macau) due to regulatory concerns and data privacy protections. This is designed to ensure the security of our global user base and compliance with international standards.

~~Technology~~● Global Ambassador & Influencer Program: We engage with “Global Ambassadors” and ~~Intellectual~~local ~~Property~~influencers who resonate with fandom communities in their respective regions. These partners create localized, theme-specific content to drive organic interest and migrate fans of K-Culture directly to the Faning platform. ● Community-Driven Organic Growth: We foster deep relationships with our users through various engagement channels to drive brand loyalty. By maintaining higher satisfaction levels, we can encourage voluntary peer-to-peer referrals, creating a flow of organic growth that can reduce long-term marketing costs. ● Interactive Event Integration: We may host themed virtual or physical fan engagement events, including K-pop related experiences, to increase user participation and platform engagement. Our Vote and Boost mechanisms are designed to encourage user interaction and community activity across the platform.

~~The Company developed FANING as an evolution of its previous FANTOO platform, significantly enhancing functionality and scalability.~~9

~~FANING offers competitive~~Technology ~~advantages through an integrated suite of advanced tools designed specifically for fandom communities, including live-streaming, real-time interaction, digital content monetization, subscriptions,~~ and ~~extensive~~Intellectual community-building features such as clubs and forums. These robust capabilities enable creators to directly monetize their content and engage deeply with fans, significantly differentiating FANING from generalist social platforms.Property

~~FANING~~The Company ~~also~~developed ~~offers~~Faning as a PCtechnological ~~version alongside its mobile app~~evolution, ~~designed to~~focusing ~~enhance~~on ~~accessibility~~higher scalability and ~~convenience~~a ~~for~~premium ~~users~~user experience. ~~Through~~Our ~~the PC version, users can manage their profiles, access news and updates,~~proprietary ~~and~~infrastructure ~~participate~~is indesigned ~~fandom~~to ~~events,~~handle ~~all~~global ~~through~~traffic awhile ~~user-friendly~~providing ~~UX/UI~~specialized ~~tailored~~tools for ~~desktop~~fandom engagement.

~~FANING~~● ~~was~~Integrated ~~designed~~Suite of Tools: Faning differentiates itself through live-streaming, real-time interaction, and ~~developed~~diverse tomonetization ~~connect~~mechanisms ~~fans across~~such ~~the~~as ~~globe~~Vote and Boost. As● aMulti-Platform ~~result,~~Accessibility: weThe ~~have~~platform ~~been~~is ~~developing~~optimized for both mobile and ~~acquiring~~PC, ~~cutting~~featuring ~~edge~~a ~~technologies~~minimalist inand ~~order~~higher-end UI/UX designed to ~~deliver~~provide afor ~~smooth~~accessibility ~~experience, regardless~~for ofour ~~location~~global user base. ~~These~~● ~~technologies~~AI-Powered ~~include~~Safety & Verification: We deploy AI protocols:

●○ ~~AI-driven~~Automated ~~content~~Content ~~curation~~Filtering: ~~through personalized searches and content delivery recommendations. ●~~ AI speech synthesis that will allow our AI to learn from voice recordings through specialized vocabulary, that will eventually be able to read unrecorded sentences in the voice of whichever celebrity a user may choose. This will allow various literary works and written content to be spoken to the user in the user’s favorite celebrity’s voice. ● AI-powered nudity detection systems that ~~automatically~~identify ~~filters~~ and ~~blocks~~block ~~users~~sensitive ~~from~~content. ~~exposure~~○ toDeepfake ~~nudity~~& ifIdentity ~~uploaded~~Verification: ~~on the FANING platform. ●~~ AI-enabled ~~deepfake~~ detection tools that ~~performs~~verify ~~verification services to identify whether images and/or videos uploaded on~~ the ~~FANING~~authenticity ~~platform are actually authentic images/videos~~ of ~~the~~uploaded ~~person depicted in the video, or if the image/video was falsified and computer generated through the use of “deepfake” technology~~media.

Competition

	●	Global Linguistic Integration: Our AI-driven translation engine supports 17 languages in real-time, enabling seamless, borderless communication without the need for manual intervention.
	●	Personalized Content Curation: Algorithms analyze user engagement data to deliver personalized search results and content recommendations, designed to create platform stickiness and user retention.

~~Our~~Digital Properties ~~competitors~~and ~~include:~~Websites

●The Company ~~Social~~maintains ~~platforms,~~a ~~such~~streamlined asportfolio ~~Facebook,~~of ~~Instagram~~digital ~~and~~properties ~~Twitter(X)~~to ●support ~~Community~~its ~~service~~global ~~platforms,~~platform ~~such~~operations ~~as Reddit ● K-pop fandom platforms, such as Lysn, Weverse~~ and ~~Universe~~corporate ●governance ~~Amateur content creating platforms, such as Whattpad, and ● eCommerce platforms, such as Amazon, eBay and Ticketmaster~~requirements.

~~While~~● ~~many~~Faning ofPlatform: ~~these~~The ~~platforms~~Company ~~have~~operates ~~achieved~~its ~~success in~~core ~~growing~~global ~~users~~fandom ~~and~~services ~~have~~through ~~greater~~its ~~financial~~primary ~~resources than the Company~~domains, weFaning.xyz ~~believe~~and ~~the~~Faning.co.kr. ~~FANING~~These ~~platform~~properties isserve as the ~~only~~central ~~all-in-one~~hub ~~global~~for ~~fandom~~ the platform’s ~~that~~engagement ~~also~~and ~~offers~~monetization afeatures. ~~unique~~● ~~user~~Corporate ~~reward~~Website: ~~system~~The ~~that~~Company’s ~~incentivizes~~official ~~users~~corporate topresence ~~participate~~is ~~and~~maintained ~~engage~~at ~~within the platform~~www.gitechnologies.com. ~~These~~This ~~features were~~site ~~developed~~hosts toour ~~position~~corporate ~~FANING~~information, toSEC ~~successfully~~filings, ~~complete with the more established platforms~~ and ~~facilitate~~investor anrelations ~~active~~for ~~fandom~~Global ~~experience~~Interactive Technologies.

~~Partnerships~~10

On April 19, 2021, Hanryu Bank Co., Ltd. (“HBC”), our wholly owned subsidiary entered into a memorandum of understanding with the Federation of Artistic & Cultural Organization of Korea (“FACO”) (the “MOU”). Pursuant to the MOU, we were granted certain collaborative rights in which we can promote cultural events, while participating and taking advantage of FACO’s infrastructure and network to develop and export South Korea’s popular culture around the globe.Competition

~~FACO was established as a non-profit business~~The inmarket ~~1961, organized~~ for ~~the~~global ~~purpose~~fandom ~~of contributing to the development of Korean art~~ and ~~culture,~~digital ~~promoting~~engagement ~~the~~is ~~international~~highly ~~exchange of Korean art and culture, and ensuring the well-being of affiliated artists~~competitive. ~~FACO’s~~We ~~membership~~compete ~~currently consists of over 1.3 million artists from 10 different member associations, spread~~ across ~~167~~several ~~branches globally~~sectors, including ~~two branches in the United States and one in Japan.~~:

We● ~~have~~Global ~~strategically~~Social ~~developed~~Media ~~this~~Platforms: ~~partnership with~~Large-scale ~~FACO~~networks ~~due~~such toas ~~their~~Facebook, ~~substantial~~Instagram, ~~contribution~~and toX ~~the~~(formerly ~~Korean~~Twitter). ~~entertainment~~● ~~and~~Community ~~pop-culture~~& ~~industry.~~Discussion ~~The~~Platforms: ~~partnership~~Specialized ~~benefits~~community ~~FANING users~~services ~~through~~like ~~the~~Reddit. ~~synergy~~● ~~between~~Dedicated ~~these~~K-pop ~~organizations~~Fandom ~~and~~Platforms: ~~the~~Industry-specific ~~FANING~~services ~~platform,~~ such as ~~content~~Weverse ~~creation,~~and ~~hosting~~Lysn. K● User-~~pop~~Generated ~~concerts,~~Content ~~and~~(UGC) ~~much more~~Platforms: Content creation hubs like Wattpad.

~~On September 10, 2021, we entered into a~~OUR ~~partnership~~COMPETITIVE with the “Metaverse Alliance,” an initiative led by South Korea’s Ministry of Science and Information and Communication Technology (“MSIT”) (the “MSIT Partnership”), which is intended to facilitate our development of innovative technologies and advancements within the metaverse. The MSIT built the Metaverse Alliance to coordinate and facilitate the development of virtual and augmented reality platforms. Approximately 643 firms have joined MSIT to date, including Samsung, Hyundai Motors and Naver.ADVANTAGE

11We believe we possesses the following strategic advantages.

~~Digital~~● ~~Properties~~Marketing ~~and~~& ~~Websites~~Acquisition ~~The~~Efficiency: ~~Company~~Our ~~owns~~most ~~several~~significant ~~digital properties~~advantage is a data-driven marketing model characterized by lower Customer Acquisition Costs (CAC). This can allow the Company to ~~support~~achieve ~~its~~user ~~platform~~growth ~~business~~with lower marketing expenditures. ● Monetization Architecture: Faning is engineered for monetization through proprietary tools like Vote and ~~broader~~Boost. This can transform organic fan engagement into digital ~~strategy~~transactions, ~~including~~providing a revenue model different than advertising-dependent networks. ● Global Inclusivity: Faning features a native, AI-driven 17-language real-time translation engine. This technology can enable a seamless, borderless experience for the global fandom, fostering a more integrated and loyal international community. ● Lean and Scalable Infrastructure: Our focus on minimalist UI/UX and security protocols (E2EE) can provide a premium user experience with lower operational overhead. This lean operational model allows the Company to remain agile and adapt more quickly to shifting global cultural trends.

●Partnerships and ~~FANING~~Industry ~~Platform: fanining.xyz, faning.co.kr~~Participation

●The Company ~~Corporate~~has ~~Website:~~participated ~~www~~in certain industry organizations and collaborative initiatives related to Korean culture, digital platforms, and technology development.~~gitechnologies.com~~

●Federation of ~~Koreavibe.net:~~Artistic a& ~~digital~~Cultural ~~media~~Organization ~~property~~of ~~providing~~Korea ~~original~~(“FACO”): ~~news~~Since ~~content~~2021, ~~and~~the ~~features~~Company ~~dedicated~~has tomaintained ~~global~~a ~~K-culture~~relationship ~~fandoms~~with FACO, a ~~attracting~~non-profit ~~substantial~~organization ~~viewership~~focused ~~through~~on ~~its~~Korean ~~website~~art and ~~various~~cultural ~~social media channels~~activities. ~~Koreavibe.net~~FACO ~~complements~~includes ~~our~~multiple ~~primary~~member ~~platform,~~associations ~~FANING,~~and byinternational branches ~~driving~~supporting ~~additional~~cultural ~~user~~exchange ~~engagement~~ and ~~brand~~artistic ~~visibility~~activities.

~~Corporate~~Metaverse Alliance: ~~Structure~~The company has participated in the Metaverse Alliance, an initiative associated with South Korea’s Ministry of Science and ~~Subsidiaries~~ICT (“MSIT”) involving companies and organizations engaged in digital platform and technology-related initiatives.

~~As of December 31, 2024, the~~ The Company’s ~~primary operating~~may ~~subsidiary~~continue isto ~~Faning~~explore ~~Korea,~~strategic ~~LLC~~relationships ~~(“Faning~~and ~~Korea”),~~industry acollaborations ~~wholly-owned~~that ~~subsidiary~~support ~~based in Seoul, Republic of Korea. Faning Korea oversees~~ the development, ~~maintenance, and operation~~ of the ~~Faning~~FANING ~~application~~ platform and related ~~web~~business ~~services~~activities.

Throughout 2024, the Company restructured its subsidiaries, including the divestiture of Hanryu Bank on December 28, 2024, and FNS and Marine Island on November 5, 2024. Faning Korea was acquired on December 4, 2024. These changes were not deemed material and, therefore, were not separately reported on Form 8-K.11

~~IPO~~ Employees and ~~Nasdaq~~Labor ~~Listing~~Relations

OnAs of ~~July~~December 31, ~~2023~~2025, the Company ~~successfully~~maintained ~~completed its~~a ~~IPO~~lean onorganizational ~~Nasdaq,~~structure ~~raising~~consisting ~~approximately $8.77 million through issuing 877,328 shares~~ of ~~Class~~five Apersonnel ~~common stock~~ at ~~$10~~Global ~~per~~Interactive ~~share~~Technologies, Inc. ~~The~~and ~~Company’s stock~~seven ~~initially~~personnel ~~traded~~at ~~under~~FANING ~~the symbol ‘HRYU~~KOREA,’ ~~changing subsequently to ‘GITS’ following the name change~~LLC.

~~Strategic~~The Company ~~Developments~~also engages contractors and consultants from time to time to support technical development, platform maintenance, marketing, administrative functions, and other business needs.

OnNone of ~~February 26, 2024,~~ the Company’s ~~Board of~~employees ~~Directors~~are ~~terminated~~represented ~~the~~by ~~employment~~a oflabor ~~Changhuyk~~union ~~Kang~~or ascovered ~~Chief~~by ~~Executive~~a ~~Officer~~collective ~~for~~bargaining ~~cause~~agreement. OnThe ~~the~~Company ~~same~~has ~~day, the Board appointed Mr.~~not ~~Taehoon~~experienced ~~Kim,~~any ~~the~~material ~~Company’s~~labor ~~Chief Technology Officer and Vice President, as Interim Chief Executive Officer, effective immediately~~disputes.

~~Employees and Labor Relations~~Seasonality

As of December 31, 2024, the Company had five full-time employed directly through Global Interactive Technologies, Inc., with an additional seven full-time employees through Faning Korea, LLC. Additionally, we occasionally enter into agreements with contractors, on an as-needed basis, to perform certain services, including contract workers. The Company ~~continues~~does tonot ~~operate~~currently ~~with~~experience asignificant ~~lean~~seasonality ~~organizational~~that ~~structure~~materially ~~appropriate~~affects to its ~~current~~operations ~~size~~or ~~and stage~~financial ~~of development~~results. ~~There has been no labor dispute. None of our employees are represented by labor unions.~~

12As the Faning platform develops, user engagement and future revenue, if any, may fluctuate based on entertainment industry cycles, major K-Culture events, artist release schedules, holidays, and regional user activity patterns. The Company will continue to monitor these factors as its commercialization initiatives evolve.

~~Seasonality~~Governmental Regulation

We are dosubject ~~not~~to ~~expect~~a tovariety ~~experience~~of ~~any~~national, ~~significant~~regional, ~~seasonality~~and ~~trends~~local ~~that would~~laws ~~materially~~and ~~impact~~regulations ~~our~~in ~~operations~~both orthe ~~financial~~United ~~performance.~~States ~~However,~~and ~~seasonality~~the ~~trends~~Republic ~~may~~of ~~emerge~~Korea. inThese laws ~~the~~affect ~~future~~multiple asaspects of our business, including user ~~base~~interaction, data management, and international commerce. Applicable areas of law include fair trade, competition, labor and ~~service~~employment, ~~offerings~~privacy ~~evolve~~and data protection, intellectual property, and consumer protection.

~~Governmental~~Many of ~~Regulation~~these laws are continuing to evolve, especially those governing digital platforms, artificial intelligence (AI), and cross-border data transfer. Due to the extent of our operations, we are subject to several specific regulatory regimes, including:

We● ~~are~~Copyright ~~subject~~Act: toProtects acreative ~~variety of national~~works, ~~regional~~software, and ~~local~~databases. ~~laws~~It enforces fair use and ~~regulations~~ inonline ~~both~~service provider exemptions under the ~~United~~Korea–U.S. ~~States~~Free Trade Agreement. ● Youth Protection Act: Regulates media content accessible to minors, classifying harmful content and ~~the~~restricting ~~Republic~~distribution ofthrough ~~Korea~~administrative procedures. ~~These~~● ~~laws~~Content ~~affect~~Industry ~~multiple~~Promotion ~~aspects~~Act: Governs the production and sale of ~~our~~digital ~~business~~content, ~~including~~requiring ~~how~~consumer ~~we interact~~protection ~~with~~provisions ~~users,~~such ~~partners,~~as refunds and ~~vendors~~cancellation rights in our terms of service. ~~Applicable~~● ~~areas~~Personal Information Protection Act (PIPA): Regulates the collection, use, and destruction of ~~law~~personal ~~include~~data ~~fair~~in ~~trade~~South Korea. It includes strict consent requirements, ~~competition~~data subject rights, ~~labor~~and breach notification obligations. ● Monopoly Regulation and ~~employment~~Fair Trade Act: Overseen by the Korea Fair Trade Commission (KFTC), ~~privacy~~this act ensures fair competition and ~~data~~ ~~protection,~~prevents ~~intellectual~~unfair ~~property~~trade practices. The Company monitors compliance regarding related party transactions and corporate disclosures to enable transparency. ● Global Data Privacy & AI Ethics: As we expand globally, ~~consumer~~the ~~protection~~Company monitors compliance with international standards, including the General Data Protection Regulation (GDPR) in Europe and ~~import/export~~evolving AI safety regulations.

Many of these laws are continuing to evolve, especially those governing digital platforms, content, and data. The interpretation and enforcement of these regulations are often uncertain, particularly in emerging and fast-developing sectors like ours. As a result, there may be instances where we are not, or may not have been, fully compliant with all applicable requirements in every jurisdiction.Facilities

~~Due~~The Company’s toprimary ~~the~~operational ~~extent~~and ofdevelopment ~~our~~activities ~~operations~~are inconducted ~~South~~from ~~Korea, we~~office ~~are~~premises ~~subject~~located toat ~~several~~160 ~~specific~~Yeouiseo-ro, ~~Korean regulatory regimes~~Yeongdeungpo-gu, Seoul, ~~including but not limited to:~~Korea.

● Copyright Act: Protects various types of creative works, including software and databases. It enforces fair use, statutory damages, and online service provider exemptions under the Korea–U.S. Free Trade Agreement.Legal Proceedings

●From time ~~Youth~~to ~~Protection~~time, ~~Act:~~the ~~Regulates~~Company ~~media~~may ~~content~~become ~~and~~involved ~~environments~~in ~~accessible~~routine toclaims, ~~minors~~inquiries, ~~classifying~~or ~~harmful~~proceedings ~~content~~arising ~~and~~in ~~restricting~~the ~~distribution~~ordinary ~~through~~course ~~specific~~of ~~administrative~~business. As ~~procedures~~of the filing of this Annual Report on Form 10-K, the Company was not subject to any material pending legal proceedings that management believes would have a material adverse effect on the Company’s consolidated financial position or results of operations.

● Content Industry Promotion Act: Governs the production and sale of digital content, requiring content providers to include consumer protection provisions in their terms of service, such as refunds, cancellation rights, and damage compensation.Available Information

●Our annual ~~Personal~~report ~~Information~~on ~~Protection~~Form ~~Act~~10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to reports filed or furnished pursuant to Section 13(~~PIPA~~a): ~~Regulates~~or 15(d) of the ~~collection~~Securities Exchange Act of 1934 are available free of charge under the Investors Relations page on our website, ~~use~~www.gitechnologies.com, as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the Securities and ~~destruction~~Exchange Commission (“SEC”). Information on our website is not included as a part of, ~~personal~~or ~~data~~incorporated by reference into, this report. ItThe ~~includes~~Securities ~~strict~~and ~~consent~~Exchange ~~requirements,~~Commission ~~data~~maintains ~~subject~~an ~~rights~~internet site that contains reports, ~~breach~~proxy ~~notification~~and ~~obligations~~information statements, and ~~administrative~~other information regarding issuers that file electronically with the Securities and ~~criminal~~Exchange ~~penalties~~Commission. ~~for~~Our ~~non-compliance~~SEC filings are also available through the SEC’s website, www.sec.gov.

● Monopoly Regulation and Fair Trade Act: Overseen by the Korean Fair Trade Commission (KFTC), this law imposes disclosure and compliance obligations on business groups with assets exceeding 5 trillion KRW.12

~~Cost~~Item 1A. ofRisk ~~Compliance with Environmental Laws~~Factors.

~~To date, we have not incurred any material costs~~Risk ~~associated~~Factor with compliance with environmental laws or regulations. We do not currently anticipate incurring such costs in the near future; however, we cannot guarantee that this will remain the case as our operations expand or regulations evolve.Summary

~~Facilities~~The following is a summary of the risks and uncertainties that could cause our business, financial condition or operating results to be harmed. We encourage you to carefully review the full risk factors contained in this report in their entirety for additional information regarding these risks and uncertainties.

~~The~~● ~~Company’s~~We ~~primary~~have ~~operational~~incurred significant losses since our inception, and we intend to continue to invest in our business. As a result, we may continue to experience losses in the future. ● Our auditor has included an explanatory paragraph in their opinion regarding our ability to continue as a going concern. If we are unable to continue as a going concern, our securities will have little or no value. ● To continue as a going concern, we will require significant additional capital, which we may be unable to obtain. ● We are a development ~~activities~~ stage company, and we may not be able to generate any or sustain our growth or implement our business strategies. ● We are ~~conducted~~subject ~~from~~to ~~office~~risks ~~premises~~associated ~~located~~with atoperating ~~160~~in ~~Yeouiseo-ro~~a rapidly developing industry and a relatively new market. ● Our success depends on our ability to develop products and services to address the rapidly evolving market for the content creation and social media platform industry, ~~Yeongdeungpo-gu~~and, ~~Seoul~~if we are not able to implement successful enhancements and new features for our products and services, our business could be materially and adversely affected. ● If our content streaming initiatives are unsuccessful, our business, financial condition or results of operations could be adversely affected. ● Substantial and increasingly intense competition in the social media platform and content creation industry may harm our business. ● Systems failures, interruptions, delays in service, catastrophic events, and resulting interruptions in the availability of our products or services could harm our business and our brand, and subject us to substantial ● We currently have ineffective internal control over financial reporting. ● Our business is subject to complex and evolving U.S. and foreign laws and regulations regarding privacy, data use and data protection, content, competition, consumer protection, and other matters. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, changes to our business practices, monetary penalties, increased cost of operations, or declines in user growth or engagement, or otherwise harm our business. ● Changes in tax laws or regulations that are applied adversely to us or our customers may have a material adverse effect on our business, cash flow, financial condition or results of operations. ● Tensions with North Korea could have an adverse effect on our business, financial condition, and results of operations, and the price per share of our common stock. ● There are special risks involved with investing in Korean companies, including the possibility of restrictions being imposed by the Korean government in emergency circumstances, accounting and corporate disclosure standards that differ from those in other jurisdictions, and the risk of direct or vicarious criminal liability for executive officers of our Korean affiliates. ● Our business may be adversely affected by developments that negatively impact the Korean economy and uncertainties in economic conditions that impact spending patterns of our customers in Korea. ● New legislative proposals may expose our business to additional risks from litigation, regulation, and government investigations. ● There may be losses or unauthorized access to or releases of confidential information, including personally identifiable information (“PII”), that could subject the Company to significant reputational, financial, legal and operational consequences. ● Security breaches, improper access to or disclosure of our data or user data, other hacking and phishing attacks on our systems, or other cyber incidents could harm our reputation and adversely affect our business. ● Regulatory changes or actions may restrict the use of digital assets in a manner that adversely affects our business, prospects or operations. ● We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position. ● Our stock price may be volatile, and you could lose all or part of your investment. ● We are an emerging growth company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.

~~Legal Proceedings~~13

~~As of December 31, 2024, the Company is not subject to any material~~RISKS ~~pending~~RELATED ~~legal~~TO ~~proceedings~~OUR ~~or claims. Previously disclosed legal matters were associated with subsidiaries that have since been divested and no longer affect the Company’s operations or financial position.~~BUSINESS

~~Available~~We have ~~Information~~incurred significant losses since our inception, and we intend to continue to invest in our business. As a result, we may continue to experience losses in the future.

We ~~The~~incurred ~~Company’s~~a ~~Annual~~net ~~Report~~loss onof ~~Form~~approximately ~~10-K,~~$4.6 ~~Quarterly~~million ~~Reports~~and on$6.2 ~~Form~~million ~~10-Q,~~for ~~Current~~the ~~Reports~~years onended ~~Form~~December ~~8-K~~31, ~~and~~2025 ~~amendments to reports filed pursuant to Sections 13(a)~~ and ~~15(d)~~for of the ~~Exchange~~periods ~~Act~~ended ~~are~~December 31, ~~filed~~2024, ~~with the Securities and Exchange Commission (the “SEC”)~~respectively. ~~The~~ ~~Company~~As ~~is subject to the informational requirements~~ of ~~the~~December ~~Securities~~31, ~~Exchange Act of 1934~~2025, aswe ~~amended~~had ~~(the~~an ~~“Exchange~~accumulated ~~Act”) and~~deficit ~~files~~of orapproximately ~~furnishes~~$42.5 ~~reports~~million, ~~proxy statements,~~ and ~~other information with the SEC~~$37.9 ~~Such~~million ~~reports~~as ~~and other information filed by the~~of ~~Company~~December ~~with~~31, ~~the~~2024. ~~SEC~~The ~~are~~audited ~~available~~report ~~free~~ of ~~charge~~our onindependent ~~the~~registered ~~Company’s~~public ~~website~~accounting atfirm ~~www.gitechnologies.com~~to ~~when~~the ~~such~~financial ~~reports~~statements ~~are~~for ~~available on~~ the ~~SEC’s~~years ended ~~website.~~December ~~The~~31, ~~SEC maintains an Internet site that contains reports~~2025, ~~proxy~~ and ~~information statements~~2024, ~~and~~included ~~other~~elsewhere ~~information regarding~~in ~~issuers that file electronically with~~ the ~~SEC~~Report, atcontains ~~www.sec.gov.~~an ~~The~~explanatory ~~contents~~paragraph ofstating ~~these~~that ~~websites~~our ~~are~~recurring ~~not incorporated into this~~losses ~~filing.~~from ~~Further~~operations, ~~the~~accumulated ~~Company’s~~deficit ~~references~~and tonegative ~~the~~working ~~URLs~~capital ~~for~~raise ~~these~~substantial ~~websites~~doubt ~~are~~about ~~intended~~our ability to becontinue ~~inactive~~as ~~textual~~a ~~references~~going ~~only~~concern.

13We expect to continue to invest heavily in our product development and operations, to focus on our Faning platform to increase our user base to support future growth, and to meet our expanded reporting and compliance obligations as a public company. We cannot assure you that we will be able to generate revenue sufficient to offset our expected cost increases and planned investments in our business and platform. As a result, we may incur significant losses for the foreseeable future, and may not be able to achieve or sustain profitability. If we fail to achieve or sustain profitability, then we may not be able to achieve our business plan, fund our business or continue as a going concern. The financial statements included in this Report do not contain any adjustments which might be necessary if we were unable to continue as a going concern.

~~Item~~Our auditor 1Ahas included an explanatory paragraph in their opinion regarding our ability to continue as a going concern. ~~Risk~~If ~~Factors~~we are unable to continue as a going concern, our securities will have little or no value.

~~RISKS~~OneStop Assurance, ~~RELATED~~PAC, TOour ~~OUR~~independent ~~BUSINESS~~registered public accounting firm for the fiscal year ended December 31, 2025 and December 31, 2024, has included an explanatory paragraph in their opinion that accompanies our audited consolidated financial statements as of and for the year ended December 31, 2025 and December 31, 2024, indicating that our recurring losses from operations and a working capital deficiency raises substantial doubt about our ability to continue as a going concern. If we are unable to obtain profitability or improve our liquidity position, we may not be able to continue as a going concern.

We anticipate ~~have~~that ~~incurred~~we ~~significant~~will ~~losses~~continue ~~since our~~to ~~inception,~~generate ~~and~~operating welosses ~~intend~~and touse ~~continue~~cash toin ~~invest~~operations inthrough ~~our~~the ~~business~~foreseeable future. AsWe awill ~~result~~need significant additional capital, or we may ~~continue~~be required to ~~experience~~curtail ~~losses~~or incease ~~the future~~operations.

The Company incurred a net loss of approximately $(6.2) million for the year ended December 31, 2024, and reclassified Additional Paid-in Capital of approximately $7.2 million related to the disposal of subsidiary interests to Accumulated Deficit. For the period ended December 31, 2023, the Company incurred a net loss of approximately $(9.4) million. As of December 31, 2024, the accumulated deficit was approximately $(37.9) million, compared to approximately $(38.9) million as of December 31, 2023. The audited report of our independent registered public accounting firm to the financial statements for the years ended December 31, 2024, and 2023, included elsewhere in the Report, contains an explanatory paragraph stating that our recurring losses from operations, accumulated deficit and negative working capital raise substantial doubt about our ability to continue as a going concern.14

~~We expect to~~ To continue toas ~~invest~~a ~~heavily~~going ~~in our product development and operations~~concern, towe ~~focus~~will onrequire ~~our~~significant ~~FANING~~additional ~~platform to increase our user base to support future growth~~capital, ~~and~~which towe ~~meet our expanded reporting and compliance obligations as a public company. We~~ may ~~not~~be ~~generate~~unable ~~sufficient revenue~~ to ~~offset such costs to achieve or sustain profitability in the future~~obtain.

WeThe ~~believe~~revenues ~~our~~generated ~~current~~from ~~cash,~~our ~~net~~operations ~~proceeds from~~are ~~debt~~not ~~issuances~~presently ~~and the amount available from future issuances of common stock will be~~ sufficient to ~~fund~~sustain our ~~working capital requirements beyond the next 12 months~~operations. ~~This belief assumes~~Therefore, ~~among other things, that~~ we will beneed ~~able~~ to raise additional ~~equity~~capital ~~financing, will continue to be successful~~ in ~~implementing our business strategy and that there will be no material adverse developments in~~ the ~~business, liquidity~~future orto ~~capital~~continue ~~requirements. If one or more of these factors do not occur as expected, it could have a material adverse impact on~~ our ~~activities, including (i) reduction or delay of our business activities, (ii) forced sales of material assets, (iii) defaults~~ ~~on our obligations, or (iv) insolvency~~operations. ~~Our planned investments may not result in increased revenue or growth of our business.~~ We ~~cannot~~ ~~assure~~currently ~~you~~believe that weexisting ~~will~~cash beon ~~able~~hand tois ~~generate revenue~~ sufficient to ~~offset~~support ~~our~~operations ~~expected~~for ~~cost~~approximately ~~increases~~two ~~and~~months ~~planned~~based ~~investments in~~on ~~our business and platform. As a result, we may incur significant losses for~~ the ~~foreseeable~~current ~~future,~~operating ~~and~~cash ~~may~~burn ~~not~~rate ~~be able to achieve~~ and~~/or sustain~~ ~~profitability.~~estimate Ifthat we ~~fail~~will torequire ~~achieve~~approximately ~~and sustain profitability~~$250,000 ~~then~~per wemonth ~~may~~to ~~not~~support beongoing ~~able~~operations and toexecute ~~achieve~~ our business plan. Accordingly, ~~fund~~we ~~our business~~estimate orthat ~~continue~~approximately ~~as a going concern~~$3.0 ~~The~~million ~~financial~~of ~~statements~~additional ~~included~~capital inwill ~~this~~be ~~Report~~required doover ~~not contain any adjustments which might be~~the ~~necessary~~next if12 ~~we were unable to continue as a going concern.~~months

~~Our~~We ~~auditor~~anticipate ~~has~~that our principal sources of liquidity will not be sufficient to fund ~~included~~our anactivities ~~explanatory~~to ~~paragraph~~obtain long-term, sustainable profitability. To have sufficient cash to fund our operations to obtain long-term, sustainable profitability, we will need to raise additional equity or debt capital. There can be no assurance that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us. We will be required to pursue sources of additional capital through various means, including debt or equity financing. Future financing through equity investments will be dilutive to existing stockholders. The terms of securities we may issue in ~~their~~future ~~opinion~~capital ~~regarding~~transactions may be more favorable for new investors. Newly issued securities may include preferences, superior voting rights, the issuance of warrants or other derivative securities, and the issuances of incentive awards under equity employee incentive plans, all of which will have additional dilutive effects. Further, we may incur substantial costs in pursuing future capital and/or financing, including investment banking fees, legal fees, accounting fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible notes and warrants, which may adversely impact our financial condition. Our ability to ~~continue~~obtain needed financing may be impaired by such factors as athe ~~going~~capital ~~concern~~markets and our history of losses, which could impact the availability and cost of future financing. If the amount of capital we ~~are~~can ~~unable~~raise tofrom ~~continue~~financing activities, together with any revenues and profits asfrom aoperations, ~~going~~is ~~concern~~not sufficient to satisfy our capital needs, even to the extent that we reduce our ~~securities~~operations ~~will~~accordingly, ~~have~~we ~~little~~may be required to curtail or nocease ~~value~~operations.

~~OenStop Assurance, PAC,~~We ~~our~~are ~~independent~~a ~~registered~~development ~~public~~stage ~~accounting firm for the fiscal year ended December 31~~company, ~~2024~~ and ~~December~~we ~~31,~~may ~~2023,~~not ~~has~~be ~~included~~able anto ~~explanatory paragraph~~generate inor ~~their~~sustain ~~opinion that accompanies~~ our ~~audited~~growth consolidated financial statements as of and for the year ended December 31, 2024 and December 31, 2023, indicating that our recurring losses from operations and a working capital deficiency raises substantial doubt about our ability to continue as a going concern. If we are unable to obtain profitability or ~~improve~~implement our ~~liquidity~~business ~~position, we may not be able to continue as a going concern~~strategies.

We have ~~anticipate~~a ~~that~~limited ~~we will~~operating ~~continue~~history. As toour ~~generate~~application ~~operating~~offerings ~~losses~~continue ~~and~~to ~~use~~develop, ~~cash~~we inmay ~~operations~~adjust ~~through~~our ~~the~~strategy ~~foreseeable~~and ~~future.~~business Asmodel ~~further~~to ~~set~~adapt. These ~~forth~~adjustments ~~below,~~may wenot ~~anticipate that~~achieve weexpected ~~will~~results ~~need~~and ~~significant~~may ~~additional~~have ~~capital,~~a ormaterial weand ~~may~~adverse beimpact ~~required~~on toour ~~curtail~~financial orcondition ~~cease~~and results of operations.

14In addition, any growth or expansion of our business may significant strain on our management and resources. We believe that any growth of our business will depend on many factors, including our ability to develop new sources of revenues, diversify monetization methods including advertising revenue, attract and retain users, increase engagement on our Faning platform, continue developing innovative technologies and application uses in response to shifting demand in the market, increase brand awareness, and expand into new markets. We cannot assure you that we will achieve any of the above, and our failure to do so may materially and adversely affect our business and results of operations.

~~To continue as a going concern, we will require significant additional capital, which we may be unable to obtain.~~15

~~The revenues generated from our operations are not presently sufficient to sustain our operations. Therefore, we will need to raise additional capital in the future to continue our operations.~~ We ~~anticipate that our principal sources of liquidity will not be sufficient to fund our activities~~ to obtain long-term, sustainable profitability. To have sufficient cash to fund our operations to obtain long-term, sustainable profitability, we will need to raise additional equity or debt capital. There can be no assurance that additional funds will be available when needed from any source or, if available, will be available on terms that are ~~acceptable~~subject to ~~us.~~risks Weassociated ~~will~~with beoperating required to pursue sources of additional capital through various means, including debt or equity financing. Future financing through equity investments will be dilutive to existing stockholders. The terms of securities we may issue in ~~future~~a ~~capital~~rapidly ~~transactions~~developing ~~may~~industry beand ~~more~~a ~~favorable~~relatively ~~for~~ new ~~investors~~market. Newly issued securities may include preferences, superior voting rights, the issuance of warrants or other derivative securities, and the issuances of incentive awards under equity employee incentive plans, all of which will have additional dilutive effects. Further, we may incur substantial costs in pursuing future capital and/or financing, including investment banking fees, legal fees, accounting fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible notes and warrants, which may adversely impact our financial condition. Our ability to obtain needed financing may be impaired by such factors as the capital markets and our history of losses, which could impact the availability and cost of future financing. If the amount of capital we can raise from financing activities, together with our revenues and profits from operations, is not sufficient to satisfy our capital needs, even to the extent that we reduce our operations accordingly, we may be required to curtail or cease operations.

WeMany elements of our business are aunique, evolving and relatively unproven. Our business and prospects depend on the continuing development ~~stage~~of ~~company~~the social media market, which is relatively new, rapidly developing and subject to significant challenges. Our webusiness ~~may~~relies ~~not~~upon beour ~~able~~ability to ~~sustain~~cultivate and grow an active online community, and our ~~rapid~~ability to successfully monetize such community through methods that include, without limitation, advertising revenue. In addition, our continued growth depends, ~~effectively~~in ~~manage~~part, on our ~~anticipated~~ability ~~future~~to ~~growth~~respond to constant changes in the industry, including rapid technological evolution and continued shifts in user trends. Developing and integrating new content, products, services or ~~implement~~infrastructure ~~our~~could ~~business~~be ~~strategies~~expensive and time-consuming, and these efforts may not yield the benefits we expect to achieve at all. We cannot assure you that we will succeed in any of these aspects or that the industry will continue to grow as rapidly as it has in the past.

~~We have a limited operating history. Although~~Our wesuccess ~~have~~depends ~~experienced~~on ~~significant growth since FANING(FANTOO) was launched,~~ our ~~historical~~ability ~~growth~~to ~~rate~~develop ~~may~~products ~~not~~and beservices ~~indicative~~to ofaddress ~~our~~the ~~future performance~~rapidly ~~due~~evolving tomarket ~~our~~for ~~limited~~the ~~operating~~content ~~history~~creation and ~~the~~social media ~~rapid~~platform ~~evolution~~industry, ~~of our business model~~and, ~~including~~if awe ~~focus~~are ~~on the FANING application. We may~~ not be able to ~~achieve~~implement ~~similar~~successful ~~results~~enhancements orand ~~accelerate~~new ~~growth~~features atfor ~~the same rate as we have historically. As~~ our ~~application~~products ~~offerings continue~~and ~~to develop~~services, ~~we may adjust~~ our ~~strategy and~~ business ~~model~~could tobe ~~adapt.~~materially ~~These adjustments may not achieve expected results~~ and ~~may have~~adversely ~~a material and adverse impact on our financial condition and results of operations~~affected.

InWe expect ~~addition,~~that ~~our~~new ~~rapid growth~~services and ~~expansion~~technologies applicable to the content creation and social media platform industry in which we operate will ~~have~~continue ~~placed,~~to emerge and evolve. Rapid and significant technological changes continue to ~~place~~confront the industries in which we operate, ~~significant~~including developments ~~strain~~in onthe ~~our~~social ~~management~~media platform and ~~resources~~content creation industry. ~~This~~Incorporating ~~level~~new oftechnologies ~~significant~~into ~~growth~~our products and services may require substantial expenditures and take considerable time, and we may not be ~~sustainable~~successful in realizing a return on these development orefforts ~~achievable~~in a timely manner or at all. inThere ~~the~~can ~~future.~~be Weno ~~believe~~assurance that ~~our~~any ~~continued~~new ~~growth~~products ~~will~~or ~~depend~~services onwe ~~many~~develop ~~factors,~~and ~~including~~offer to our customers will achieve commercial acceptance. Our ability to develop new ~~sources~~products ofand ~~revenues,~~services ~~diversify~~may ~~monetization~~be ~~methods~~inhibited ~~including~~by ~~advertising~~industry-wide ~~revenue~~standards, laws ~~attract~~ and ~~retain users~~regulations, ~~increase~~resistance ~~engagement~~to ~~on our~~change ~~FANING~~from ~~platform~~buyers or sellers, ~~continue~~or ~~developing~~third ~~innovative~~parties’ ~~technologies~~intellectual ~~and~~property ~~application~~rights. ~~uses~~Our insuccess will ~~response~~depend on our ability to ~~shifting~~develop ~~demand~~new intechnologies ~~the~~and ~~market,~~to ~~increase brand~~adapt ~~awareness,~~to ~~and~~technological ~~expand~~changes ~~into~~and ~~new~~evolving ~~markets~~industry standards. WeIf ~~cannot~~we ~~assure~~are unable ~~you~~to ~~that~~provide weenhancements ~~will~~and ~~achieve~~new ~~any~~features offor ~~the~~our ~~above,~~products and ~~our~~services ~~failure~~or to dodevelop sonew ~~may~~products and services that achieve market ~~materially~~acceptance or that keep pace with rapid technological developments and ~~adversely~~evolving ~~affect~~industry standards, our business ~~and~~would ~~results~~be ofmaterially and ~~operations~~adversely affected.

~~Global~~The success ~~interactive~~of ~~technologies~~enhancements, isnew afeatures, ~~holding company~~and ~~with~~products noand ~~business~~services ~~operations~~depends ofon ~~its~~several ~~own~~factors, ~~and~~including ~~manages~~the atimely ~~network~~completion, ofintroduction, and ~~South~~market ~~Korean~~acceptance ~~subsidiaries,~~of ~~subject~~the toenhancements ~~South~~or ~~Korean~~new ~~regulation. Further,~~features asor weservices. ~~have~~We nooften ~~business~~rely ~~operations~~not ofonly on our own, weinitiatives ~~will~~and ~~depend~~innovations, but also on ~~the~~third ~~cash~~parties, ~~flow~~including ~~and~~some ~~business~~ of our ~~subsidiaries~~competitors, tofor ~~make~~the ~~payments to~~development usof and ~~meet~~access ~~our~~to ~~obligations~~new technologies.

Global interactive technologies is a holding company with no independent operations of our own. Our South Korean subsidiaries, including Faning Korea,LLC, conduct substantially all of Global interactive technologies’ business operations. Managing the regulatory compliance activities for each of these subsidiaries is a complicated task, and we may expend significant resources doing so. However, we cannot guarantee that we will be able to keep abreast of the changing legal and regulatory landscapes for each of the jurisdictions in which our subsidiaries exist. If any of the regulatory environments applicable to our subsidiaries change materially, and we fail to adapt to such change, our business and financial results may be harmed. Applicable tax laws may also subject such payments to us by our subsidiaries to further taxation.16

15In addition, because our products and services are designed to operate with a variety of systems, infrastructures, and devices, we need to continuously modify and enhance our products and services to keep pace with changes in mobile, software, communication, and database technologies. We may not be successful in either developing these modifications and enhancements or in bringing them to market in a timely and cost-effective manner. Any failure of our products and services to continue to operate effectively with third-party infrastructures and technologies could reduce the demand for our products and services, result in dissatisfaction of our sellers or their customers, and materially and adversely affect our business.

~~Additionally, as~~ As a ~~holding~~creator ~~company,~~and wea ~~may~~distributor ~~rely~~of ondigital ~~our~~media ~~operating subsidiaries for distributions or payments for cash flow. Therefore~~content, ~~our~~we ~~ability~~face toliability ~~fund~~ and ~~conduct~~expenses ~~our~~for ~~business,~~legal ~~service~~claims ~~any~~based ~~debt,~~on ~~and pay dividends, if any, in~~ the ~~future~~nature ~~may~~and ~~depend~~content of on the ~~ability~~materials ofthat ~~our~~we ~~South~~create ~~Korean subsidiaries to make upstream cash distributions~~ or ~~payments~~ ~~to us~~distribute, ~~which~~including ~~may~~materials beprovided ~~impacted, for example,~~ by ~~their~~third ~~ability~~parties. toIf ~~generate~~we ~~sufficient~~are ~~cash~~required ~~flow or limitations on the ability~~ to ~~repatriate~~ ~~funds,~~pay ~~whether~~damages ~~as a result of currency liquidity restrictions, monetary~~ or ~~exchange~~expenses in ~~controls,~~connection ~~regulatory~~with ~~restrictions,~~these orlegal ~~otherwise. Further~~claims, our ~~subsidiaries’~~business ~~ability~~and toresults ~~make~~of ~~payments~~operations tomay usbe ~~will depend on:~~harmed.

●We display original content and third-party content on our websites and in our marketing messages. As a result, we have faced and will continue to face potential liability based on a variety of theories, including deceptive advertising and copyright or trademark infringement. We generally rely on the “fair use” exception for our use of third-party brand names and marks, but these third parties may disagree, and the laws governing the fair use of these third-party materials are imprecise and adjudicated on a case-by-case basis. We also create content we believe to be original for our websites. While we do not believe that this content infringes on any third-party copyrights or other intellectual property rights, owners of competitive websites that present similar content have taken and may take the position that our content infringes on their ~~earnings;~~intellectual property rights. We are also exposed to risk that content provided by third parties is inaccurate or misleading, and for material posted to our websites by users and other third parties. These claims could divert management time and attention away from our business and result in significant costs to investigate and defend, regardless of the merit of these claims. The general liability insurance we maintain may not cover potential claims of this type or may not be adequate to indemnify us for all liability that may be imposed. Any imposition of liability that is not covered by insurance, or is in excess of insurance coverage, could materially adversely affect our business, financial condition and results of operations.

●Our dependence ~~covenants~~on ~~contained~~third-party inrelationships ~~any~~with ~~debt~~content ~~agreements~~producers toand ~~which~~distribution wechannels ~~may~~to ~~then~~develop beand ~~subject,~~distribute ~~including~~entertainment ~~any~~content is ~~debt~~critical ~~agreements~~to the success of ~~our~~the ~~subsidiaries;~~Faning Platform.

●We rely ~~covenants~~on ~~contained~~third inparty ~~other~~relationships ~~agreements~~with content producers and distribution channels to develop and distribute entertainment content. Our financial performance may be adversely affected by our relationships with content producers and distribution channels. Some of our content producers may have their own or other distribution capabilities in the markets in which we operate. These third-party content producers and distribution channels may decide, or ~~our~~be ~~subsidiaries~~required ~~are~~by their respective parent companies, to use their intracompany distribution or content production capabilities rather than posting such content with us. Our business may ~~become~~be ~~subject;~~harmed if the content producers and distribution channels with which we work stop or reduce the amount of content they produce for us, or otherwise demand less favorable terms to us.

●Our decision ~~business~~not to provide products and ~~tax~~services ~~considerations;~~and to restrict user access in China (including Hong Kong and Macau) will limit our total addressable market and may limit our ability to grow our business.

●China and ~~applicable~~Hong ~~law~~Kong could represent a large market opportunity for our business. However, and although we believe that such a decision may benefit the Company in the long run, by choosing not to provide products and services, and restricting user access in China (including Hong ~~any~~Kong ~~restrictions~~and ~~under~~Macau), ~~South~~we ~~Korean~~are ~~law~~sacrificing potential business opportunities that may benegatively ~~imposed~~impact onthe ~~our~~Company. ~~subsidiaries~~As a result, ~~including~~the ~~HBC~~Company’s total oraddressable ~~its~~market ~~subsidiaries~~and potential growth may be limited and, ~~affiliates~~as a result, ~~that~~the ~~would~~market ~~restrict~~price ~~its~~of ~~ability~~our tocommon ~~make~~stock ~~payments~~may tosignificantly decrease ~~Global~~or ~~interactive~~become ~~technologies~~worthless.

~~We cannot assure that the operating results of~~If our ~~subsidiaries~~content atstreaming ~~any~~initiatives ~~given~~are ~~time~~unsuccessful, ~~will~~our bebusiness, ~~sufficient~~financial tocondition ~~make~~or ~~distributions~~results orof ~~other~~operations ~~payments~~could tobe usadversely affected.

WeContent streaming ~~are~~is ~~subject~~intensely competitive and cash intensive and there can be no assurance that our content creation initiatives will be profitable or otherwise successful. Our ability to ~~risks~~attract, ~~associated~~engage ~~with~~and retain users within the Faning platform, as well as the corresponding advertising ~~operating~~revenues inthey agenerate, ~~rapidly~~will ~~developing~~depend ~~industry~~on our ability to consistently provide appealing and adifferentiated ~~relatively~~content ~~new~~globally, effectively market our content and services and provide a quality experience for selecting and viewing that content. Our success will require significant investments to produce original content and acquire the rights to third-party content, as well as the establishment and maintenance of key content and distribution partnerships.

Many elements of our business are unique, evolving and relatively unproven. Our business and prospects depend on the continuing development of the social media market, which is relatively new, rapidly developing and subject to significant challenges. Our business relies upon our ability to cultivate and grow an active online community, and our ability to successfully monetize such community through methods that include, without limitation, advertising revenue. In addition, our continued growth depends, in part, on our ability to respond to constant changes in the industry, including rapid technological evolution, continued shifts in user trends. Developing and integrating new content, products, services or infrastructure could be expensive and time-consuming, and these efforts may not yield the benefits we expect to achieve at all. We cannot assure you that we will succeed in any of these aspects or that the industry will continue to grow as rapidly as it has in the past.17

~~Our~~We must ~~success~~continually ~~depends~~add onnew users and meaningfully engage with existing users to manage turnover, or “churn,” to grow our ~~ability~~business. If we are unable to ~~develop~~successfully compete with competitors in attracting, engaging with and retaining users as well as creative talent, ~~products~~our business, financial condition or results of operations could be adversely affected. The relative service levels, content offerings, promotions and pricing and related features of our competitors’ services may adversely impact our ability to ~~address~~attract, ~~the~~engage ~~rapidly~~and retain ~~evolving~~users. ~~market~~If ~~for~~consumers do not consider our platform to be of value compared to our competitors’ platforms, including because we fail to introduce attractive new content and features, do not maintain competitive pricing, terminate or modify promotional or trial period offerings, experience technical issues, or change the mix of content ~~creation~~in ~~and~~a ~~social~~manner ~~media~~that ~~platform~~is ~~industry~~unfavorably received, ~~and~~we may not be able to attract, ifengage and retain users. If we are not able to ~~implement~~attract ~~successful~~new ~~enhancements~~users, ~~and~~or ~~new~~our ~~features~~existing users decide to not continue using our services for any reason, including a perception that they do not use our ~~products~~platform ~~and~~sufficiently, ~~services~~the need to cut household expenses, unsatisfactory content, promotions or offers expire or are modified, competitive platforms provide a better value or experience or customer service or technical issues are not satisfactorily resolved, our business, ~~could~~financial becondition ~~materially~~or ~~and~~results of operations could be adversely affected.

We ~~expect that new services and technologies applicable~~ toare ~~the~~dependent ~~content~~on ~~creation and social media platform industry in which we operate will continue to emerge and evolve. Rapid and significant technological changes continue to confront~~ the ~~industries~~continued ~~in which we operate, including developments in the social media platform and content creation industry. Incorporating new technologies into our products and~~ services ~~may require substantial expenditures~~ and ~~take considerable time, and we may not be successful in realizing a return~~ on ~~these~~the ~~development~~performance ~~efforts~~of inkey athird ~~timely~~party ~~manner~~content or at all. There can be no assurance that any new products or services we develop and offer to our customers will achieve significant commercial acceptance. Our ability to develop new products and services may be inhibited by industry-wide standardscontributors, ~~laws~~the ~~and~~loss ~~regulations,~~of ~~resistance~~which tocould ~~change~~adversely ~~from~~affect ~~buyers or sellers, or third parties’ intellectual property rights. Our success will depend on~~ our ability to develop new technologies and to adapt to technological changes and evolving industry standards. If we are unable to provide enhancements and new features for our products and services or to develop new products and services that achieve market acceptance or that keep pace with rapid technological developments and evolving industry standards, our business ~~would be materially and adversely affected~~.

We rely on content contributed by third party providers, which has in turn attracted users that drive advertising revenue. The ~~success~~loss of ~~enhancements~~the services of any of such key contributors could have a material adverse effect on our business, ~~new~~operating ~~features~~results, and ~~products~~ ~~and~~financial ~~services~~condition. We ~~depends~~also depend on ~~several~~our ~~factors~~ability to identify, ~~including~~attract, ~~the~~and ~~timely~~retain ~~completion,~~other ~~introduction~~highly skilled third-party content contributors. Competition for such contributors is intense, and ~~market~~there ~~acceptance~~can ofbe ~~the~~no ~~enhancements or~~assurance ~~new~~that ~~features~~we will be able to successfully attract, assimilate or ~~services~~retain them. The Weloss ~~often~~or ~~rely~~limitation ~~not~~of ~~only~~the onservices of any of our ~~own~~key ~~initiatives~~third ~~and~~party ~~innovations~~contributors, ~~but~~or ~~also~~the oninability ~~third~~to ~~parties,~~attract ~~including~~and ~~some~~retain additional ofqualified ~~our~~key ~~competitors~~contributors, ~~for~~could ~~the~~have ~~development~~a ofmaterial ~~and~~adverse ~~access~~effect toon ~~new~~our ~~technologies~~business, financial condition or results of operations.

16Substantial and increasingly intense competition in the social media platform and content creation industry may harm our business.

InWe compete ~~addition~~in markets characterized by vigorous competition, ~~because~~changing ~~our~~technology, evolving industry standards, and frequent introductions of new products and services. ~~are~~We ~~designed~~expect competition to ~~operate~~ ~~with~~intensify ain ~~variety~~the offuture ~~systems,~~as ~~infrastructures,~~existing and ~~devices,~~new wecompetitors ~~need~~introduce new services or enhance existing services. We compete against many companies to ~~continuously~~attract ~~modify~~customers, and ~~enhance~~some ~~our~~of ~~products~~these ~~and~~companies ~~services~~have greater financial toresources ~~keep~~and ~~pace~~substantially ~~with~~larger ~~changes~~bases inof ~~mobile,~~customers ~~software,~~than ~~communication~~we do, ~~and~~which ~~database~~may ~~technologies~~provide them with significant competitive advantages. WeThese companies may ~~not~~devote begreater ~~successful~~resources into ~~either~~the ~~developing these~~development, ~~modifications~~promotion, and ~~enhancements~~sale orof inproducts ~~bringing~~and ~~them~~services, toand ~~market~~they inmay aintroduce ~~timely~~their own ~~and~~innovative ~~cost-effective~~products ~~manner.~~and ~~Any~~services ~~failure~~that ofadversely impact our ~~products~~ growth. Mergers and ~~services~~acquisitions toby ~~continue~~these companies may lead to ~~operate~~even ~~effectively~~larger competitors with ~~third-party~~more ~~infrastructures~~resources. ~~and~~We ~~technologies~~also ~~could~~expect ~~reduce~~new ~~the~~entrants ~~demand~~to ~~for~~offer ~~our~~competitive products and services,. ~~result~~If inwe ~~dissatisfaction~~are ofunable ~~our~~to ~~sellers~~differentiate ourselves orfrom ~~their~~and ~~customers~~successfully compete with our competitors, ~~and~~our business will be materially and adversely ~~affect our business~~affected.

AsWe may aalso ~~creator~~face ~~and~~pressures afrom ~~distributor~~competitors offor ~~digital media~~user ~~content~~engagement and, wein ~~face~~the ~~liability~~future, ~~and~~advertising ~~expenses~~revenues. ~~for~~Some ~~legal~~potential ~~claims~~competitors ~~based~~are able to offer greater returns on ~~the~~content ~~nature~~sales ~~and~~to content ofcreators ~~the~~for ~~materials~~similar ~~that~~services weby ~~create~~cross-subsidizing ortheir ~~distribute,~~payments services ~~including~~through ~~materials~~other ~~provided~~services bythey ~~third parties~~offer. IfSuch wecompetition ~~are~~may ~~required~~result in the need for us to ~~pay~~alter ~~damages~~the oramount ~~expenses~~we charge creators in ~~connection~~content-sales transactions, ~~with~~and ~~these~~could ~~legal~~reduce ~~claims~~revenue. In addition, ~~our business~~as we grow, influential creators may demand more customized and ~~results~~favorable pricing offrom ~~operations~~us, and competitive pressures may berequire ~~harmed~~us to agree to such pricing, further reducing our gross profit.

We display original content and third-party content on our websites and in our marketing messages. As a result, we have faced and will continue to face potential liability based on a variety of theories, including deceptive advertising and copyright or trademark infringement. We generally rely on the “fair use” exception for our use of third-party brand names and marks, but these third parties may disagree, and the laws governing the fair use of these third-party materials are imprecise and adjudicated on a case-by-case basis. We also create content we believe to be original for our websites. While we do not believe that this content infringes on any third-party copyrights or other intellectual property rights, owners of competitive websites that present similar content have taken and may take the position that our content infringes on their intellectual property rights. We are also exposed to risk that content provided by third parties is inaccurate or misleading, and for material posted to our websites by users and other third parties. These claims could divert management time and attention away from our business and result in significant costs to investigate and defend, regardless of the merit of these claims. The general liability insurance we maintain may not cover potential claims of this type or may not be adequate to indemnify us for all liability that may be imposed. Any imposition of liability that is not covered by insurance, or is in excess of insurance coverage, could materially adversely affect our business, financial condition and results of operations.18

~~Our~~Systems failures, ~~dependence~~interruptions, ondelays ~~third-party~~in ~~relationships with~~service, ~~content~~catastrophic ~~producers~~events, and ~~distribution~~resulting ~~channels~~interruptions toin ~~develop~~the ~~and~~availability ~~distribute~~of ~~entertainment~~our ~~content~~products isor ~~critical~~services could toharm ~~the~~our ~~success~~business ofand ~~the~~our ~~FANING Platform~~brand, and subject us to substantial liability.

WeOur systems ~~rely~~and onthose ~~third~~of our third-party ~~relationships~~data ~~with~~center ~~content producers~~facilities ~~and~~may ~~distribution~~experience ~~channels~~service tointerruptions, ~~develop~~denial-of-service and ~~distribute~~other ~~entertainment~~cyber-attacks, human ~~content.~~error, ~~Our~~earthquakes, ~~financial~~hurricanes, ~~performance~~floods, ~~may~~fires, benatural ~~adversely~~disasters, ~~affected by~~power ~~our~~losses, ~~relationships~~disruptions ~~with~~in ~~content~~telecommunications ~~producers~~services, ~~and~~fraud, military ~~distribution~~or ~~channels.~~political ~~Some~~conflicts, ofterrorist ~~our~~attacks ~~content~~and ~~producers~~other ~~may~~geopolitical ~~have~~unrest, ~~their~~computer ~~own~~viruses, or other ~~distribution~~events. Our systems are ~~capabilities~~also insubject ~~the~~to ~~markets~~break-ins, insabotage, ~~which~~and weacts ~~operate~~of vandalism. ~~These third-party content producers~~Some ~~and~~of ~~distribution~~our ~~channels~~systems ~~may~~are ~~decide~~not fully redundant, or beand ~~required~~our bydisaster-recovery ~~their~~planning is ~~respective~~not ~~parent~~sufficient ~~companies,~~for toall ~~use~~eventualities. ~~their~~In ~~intracompany~~addition, ~~distribution~~as ora ~~content~~provider ~~production~~of ~~capabilities~~payments ~~rather than~~solutions, ~~posting~~we ~~such~~are ~~content~~subject ~~with~~to ~~us.~~increased ~~Our~~scrutiny ~~business~~by regulators that may berequire ~~harmed~~specific ifbusiness ~~the~~continuity ~~content~~and ~~producers~~disaster ~~and~~recovery ~~distribution~~plans ~~channels~~and ~~with~~more ~~which~~rigorous wetesting ~~work~~of ~~stop or~~such ~~reduce~~plans. ~~the~~This ~~amount~~increased ofscrutiny may ~~content~~be ~~they~~costly ~~produce~~and ~~for~~time-consuming ~~us,~~and ormay ~~otherwise~~divert ~~demand~~our ~~less~~resources ~~favorable~~from ~~terms~~other tobusiness uspriorities.

~~Our~~We may, ~~decision~~and ~~not~~are likely to, ~~provide~~experience ~~products~~denial-of-service attacks, system failures, and other events or conditions that interrupt the availability ~~services~~or reduce the speed or functionality of our products and toservices. ~~restrict~~These ~~user~~events, ~~access~~should they occur, would likely result in ~~China~~loss ~~(including~~of ~~Hong~~revenue. In ~~Kong~~addition, they could result in significant expense to repair or replace damaged equipment and ~~Macau)~~remedy ~~will~~resultant ~~limit~~data loss or corruption. A prolonged interruption in the availability or reduction in the speed or other functionality of our ~~total~~products ~~addressable~~or ~~market~~services could materially harm our reputation and ~~may~~business. ~~limit~~Frequent or persistent interruptions in our products and services could cause users to believe that ~~ability~~our products and services are unreliable, leading them to ~~grow~~switch to our competitors or to avoid our products and services, and could permanently harm our reputation and business. Moreover, to the extent that any system failure or similar event results in damages to customers or their businesses, these customers could seek compensation from us for their losses, and those claims, even if unsuccessful, would likely be time-consuming and costly for us to address.

~~China and Hong Kong could represent a large market~~Our ~~opportunity~~success ~~for~~depends ~~our~~largely ~~business.~~on ~~However, and although we believe that such a decision may benefit~~ the ~~Company~~continued inservice ~~the long run, by choosing not to provide products~~ and ~~services,~~availability and restricting user access in China (including Hong Kong and Macau), we are sacrificing potential business opportunities that may negatively impact the Company. As a result, the Company’s total addressable market and potential growth may be limited and, as a result, the market price of ~~our~~key ~~common stock may significantly decrease or become worthless~~personnel.

IfMuch of ~~our~~the ~~content~~Company’s ~~streaming~~future ~~initiatives~~success ~~are unsuccessful~~depends on the continued availability and service of key personnel, ~~our~~including ~~business~~its Chief Executive Officer. Since the technology industry is characterized by high demand and intense competition for talents, ~~financial~~we ~~condition~~cannot assure you that we will be able to attract or ~~results~~retain ofqualified staff or other highly skilled employees. In addition, as the Company is relatively young, our ability to train and integrate new employees into our operations ~~could~~may benot meet the growing demands of our business which may materially and adversely ~~affected~~affect our ability to grow our business and hence our results of operations.

~~Content streaming is intensely competitive and~~From ~~cash~~time ~~intensive and there can be no assurance that our content creation initiatives will be profitable or otherwise successful. Our ability~~ to ~~attract~~time, ~~engage~~we ~~and~~may ~~retain~~become ~~users~~involved ~~within~~in ~~the~~legal FANING platform, as well as the corresponding advertising revenues they generate, will depend on our ability to consistently provide appealing and differentiated content globally, effectively market our content and services and provide a quality experience for selecting and viewing that contentproceedings. Our success will require significant investments to produce original content and acquire the rights to third-party content, as well as the establishment and maintenance of key content and distribution partnerships.

17From time to time, we may become subject to legal proceedings, claims, litigation and government investigations or inquiries, which could be expensive, lengthy, disruptive to normal business operations and occupy a significant amount of our employees’ time and attention. In addition, the outcome of any legal proceedings, claims, litigation, investigations, or inquiries may be difficult to predict and could have a material adverse effect on our business, operating results, or financial condition.

~~We must continually add new users and meaningfully~~The ~~engage~~preparation ~~with~~of ~~existing users to manage turnover, or “churn,” to grow~~ our ~~business.~~financial Ifstatements weinvolves ~~are~~the ~~unable~~use ~~to successfully compete with competitors in attracting, engaging with and retaining users as well as creative talent, our business, financial condition or results~~ of ~~operations~~good ~~could~~faith ~~be adversely affected. The relative service levels~~estimates, ~~content~~judgments ~~offerings, promotions~~ and ~~pricing and related features of our competitors’ services may adversely impact our ability to attract~~assumptions, ~~engage~~ and ~~retain users. If consumers do not consider~~ our ~~platform~~financial ~~to be of value compared to our competitors’ platforms, including because we fail to introduce attractive new content~~statements and features, do not maintain competitive pricing, terminate or modify promotional or trial period offerings, experience technical issues, or change the mix of content in a manner that is unfavorably received, we may ~~not~~ be ~~able~~materially toaffected ~~attract,~~if ~~engage~~such ~~and~~good ~~retain~~faith ~~users. If we are not able to attract new users~~estimates, judgments or ~~our~~good ~~existing~~faith ~~users~~assumptions ~~decide~~prove to not continue using our services for any reason, including a perception that they do not use our platform sufficiently, the need to cut household expenses, unsatisfactory content, promotions or offers expire or are modified, competitive platforms provide a better value or experience or customer service or technical issues are not satisfactorily resolved, our business, financial condition or results of operations could be ~~adversely affected~~inaccurate.

WeFinancial statements ~~are~~prepared ~~dependent~~in onaccordance with accounting principles generally accepted in the ~~continued~~United ~~services~~States of America (“GAAP”) typically require the use of good faith estimates, judgments and assumptions that affect the reported amounts. Often, different estimates, judgments and assumptions could reasonably be used that would have a material effect on such financial statements, and changes in these estimates, judgments and assumptions may occur from period to period over time. Significant areas of accounting requiring the ~~performance~~application of management’s judgment include, but are not limited to, determining the fair value of ~~key~~assets, ~~third~~share-based ~~party~~compensation ~~content~~and ~~contributors~~the timing and amount of cash flows from assets. These estimates, judgments and assumptions are inherently uncertain and, if our estimates were to prove to be wrong, we would face the ~~loss~~risk that charges to income or other financial statement changes or adjustments would be required. Any such charges or changes would require a restatement of ~~which~~our financial statements and could ~~adversely~~harm ~~affect~~our business, including our financial condition and results of operations and the price of our securities. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of the accounting estimates, judgments and assumptions that we believe are the most critical to an understanding of our financial statements and our business.

We ~~rely on content contributed by third party~~ ~~providers,~~currently ~~which has in turn attracted users that drive advertising revenue. The loss of the services of any of such key contributors could~~ have aineffective ~~material~~internal ~~adverse~~control ~~effect~~over ~~on our business, operating results, and~~ financial ~~condition~~reporting. We also depend on our ability to identify, attract, and retain other highly skilled third-party content contributors. Competition for such contributors is intense, and there can be no assurance that we will be able to successfully attract, assimilate or retain them. The loss or limitation of the services of any of our key third party contributors, or the inability to attract and retain additional qualified key contributors, could have a material adverse effect on our business, financial condition or results of operations.

~~Substantial~~We currently have ineffective internal control over financial reporting. We have historically outsourced our accounting to small firms and also ~~increasingly~~replaced ~~intense~~our ~~competition~~accounting firm with another small firm, the transition of which has caused a lack of continuity and loss of efficiency in the ~~social~~preparation ~~media~~of ~~platform~~our financial statements. While we intend to remediate this weakness by hiring more permanent, qualified and ~~content~~experienced accounting ~~creation~~personnel ~~industry~~at the Company and/or to hire a larger accounting firm with more resources and expertise, we may ~~harm~~not ~~our~~be ~~business~~able to remediate this weakness.

We compete in markets characterized by vigorous competition, changing technology, evolving industry standards, and frequent introductions of new products and services. We expect competition to intensify in the future as existing and new competitors introduce new services or enhance existing services. We compete against many companies to attract customers, and some of these companies have greater financial resources and substantially larger bases of customers than we do, which may provide them with significant competitive advantages. These companies may devote greater resources to the development, promotion, and sale of products and services, and they may introduce their own innovative products and services that adversely impact our growth. Mergers and acquisitions by these companies may lead to even larger competitors with more resources. We also expect new entrants to offer competitive products and services. If we are unable to differentiate ourselves from and successfully compete with our competitors, our business will be materially and adversely affected.19

~~We may also face pressures from competitors for~~RISKS ~~user~~RELATED ~~engagement~~TO ~~and,~~GOVERNMENT in the future, advertising revenues. Some potential competitors are able to offer greater returns on content sales to content creators for similar services by cross-subsidizing their payments services through other services they offer. Such competition may result in the need for us to alter the amount we charge creators in content-sales transactions, and could reduce our gross profit. In addition, as we grow, influential creators may demand more customized and favorable pricing from us, and competitive pressures may require us to agree to such pricing, further reducing our gross profit.REGULATION

18Our business is subject to regulation, and changes in applicable regulations may negatively impact our business.

~~Systems~~We are ~~failures~~subject to a number of foreign and domestic laws and regulations relating to user privacy, ~~interruptions~~data collection, ~~delays~~retention, electronic incommerce, ~~service~~virtual items and currency, ~~catastrophic~~consumer ~~events~~protection, content, advertising, localization, and ~~resulting~~information ~~interruptions~~security which have been adopted or are being considered for adoption by many jurisdictions and countries throughout the world. These laws could harm our business by limiting the products and services we can offer consumers or the manner in which we offer them. The costs of compliance with these laws may increase in the ~~availability~~future as a result of changes in interpretation. Furthermore, any failure on our ~~products~~part to comply with these laws or ~~services~~the ~~could~~application of these laws in an unanticipated manner may harm our business and ~~our~~ ~~brand,~~result ~~and~~in ~~subject~~penalties usor tosignificant ~~substantial~~legal liability.

~~Our systems and those of our third-party data~~Actions ~~center~~by ~~facilities~~governments ~~may~~that ~~experience~~restrict ~~service~~access ~~interruptions,~~to ~~denial-of-service~~Faning ~~and other cyber-attacks, human error, earthquakes, hurricanes, floods, fires, natural disasters, power losses, disruptions~~ in ~~telecommunications~~their ~~services~~countries, ~~fraud, military~~ or ~~political~~that ~~conflicts,~~otherwise ~~terrorist attacks~~impair ~~and~~our ~~other~~ability ~~geopolitical~~to ~~unrest,~~sell ~~computer~~advertising ~~viruses,~~in ortheir ~~other events. Our systems are also subject to break-ins~~countries, ~~sabotage, and acts~~ ofcould ~~vandalism.~~substantially ~~Some~~harm of our systems are not fully redundant, and our disaster-recovery planning is not sufficient for all eventualities. In addition, as a provider of payments solutions, we are subject to increased scrutiny by regulators that may require specific business ~~continuity~~ and ~~disaster~~financial ~~recovery plans and more rigorous testing of such plans~~results. ~~This increased scrutiny may be costly and time-consuming and may divert our resources from other business priorities.~~

WeGovernments from ~~may,~~time ~~and~~to ~~are~~time ~~likely~~seek to, ~~experience~~censor ~~denial-of-service attacks,~~content ~~system~~available ~~failures,~~on ~~and~~social ~~other~~media ~~events~~platforms, or ~~conditions~~restrict ~~that~~access ~~interrupt~~to ~~the~~social ~~availability~~media orplatforms ~~reduce~~from their ~~the~~country ~~speed~~entirely, or ~~functionality~~impose other restrictions that may affect the accessibility of our products in their country for an ~~and~~extended ~~services~~period of time or indefinitely. ~~These~~For ~~events~~example, ~~should~~user ~~they~~access ~~occur,~~to ~~would~~certain ~~likely~~other ~~result~~company social media platforms has been or is currently restricted in ~~loss~~whole ofor ~~revenue~~in part in China, Iran, and North Korea. In addition, ~~they~~government ~~could~~authorities ~~result~~ in ~~significant~~other ~~expense~~countries may seek to ~~repair~~restrict oruser ~~replace~~access ~~damaged~~to ~~equipment~~our ~~and~~products ~~remedy~~if ~~resultant~~they ~~data~~consider ~~loss~~us orto ~~corruption.~~be Ain ~~prolonged~~violation ~~interruption~~of intheir ~~the~~laws ~~availability~~ or ~~reduction in~~a ~~the~~threat ~~speed~~to public safety or for other ~~functionality~~reasons. If access ofto our products or services ~~could~~is ~~materially~~restricted ~~harm~~in one or more countries, our ~~reputation~~ability ~~and~~to ~~business.~~attract ~~Frequent~~users, increase user engagement, or ~~persistent~~generate advertising revenue in those markets may be adversely affected.. It is also possible that government authorities could ~~interruptions~~take action that impairs our ability to sell advertising, including in countries where access to our consumer-facing products ~~and~~may ~~services~~be blocked ~~could~~or ~~cause~~restricted. ~~users~~In tothe ~~believe~~event that content shown on Faning is subject to censorship, access to our products ~~and~~is ~~services~~restricted, ~~are~~in whole ~~unreliable~~or in part, ~~leading~~in ~~them~~one or more countries, we are required to ~~switch~~ or elect to make changes to our ~~competitors~~operations, or toother ~~avoid~~restrictions are imposed on our products, ~~and~~or ~~services,~~our ~~and~~competitors ~~could~~are ~~permanently~~able ~~harm~~to ~~our~~successfully ~~reputation~~penetrate ~~and~~new ~~business.~~geographic ~~Moreover,~~markets toor capture a greater share of ~~the~~existing ~~extent~~geographic markets that ~~any~~we ~~system~~cannot ~~failure~~access or ~~similar~~where ~~event~~we ~~results~~face inother ~~damages~~restrictions, our ability to ~~customers~~retain or ~~their~~increase ~~businesses~~our user base, ~~these~~user ~~customers~~engagement, ~~could~~or ~~seek~~the ~~compensation from~~level usof ~~for~~advertising ~~their~~by ~~losses,~~marketers ~~and~~may ~~those~~be ~~claims~~adversely affected, ~~even~~we ifmay ~~unsuccessful,~~not ~~would~~be ~~likely~~able beto ~~time-consuming~~maintain or grow our revenue as anticipated, and ~~costly~~our ~~for~~financial usresults tocould ~~address~~be adversely affected.

Our business ~~success~~is ~~depends~~subject ~~largely~~to oncomplex ~~the~~and ~~continued~~evolving U.S. and foreign laws and regulations regarding privacy, data use and data protection, content, ~~service~~competition, consumer protection, and ~~availability~~other matters. Many of ~~key~~these ~~personnel~~laws and regulations are subject to change and uncertain interpretation, and could result in claims, changes to our business practices, monetary penalties, increased cost of operations, or declines in user growth or engagement, or otherwise harm our business.

~~Much~~We are ofsubject ~~the~~to ~~Company’s~~a ~~future~~variety ~~success~~of ~~depends on~~laws ~~the~~and ~~continued~~regulations ~~availability~~that ~~and~~involve ~~service~~matters ofcentral ~~key~~to ~~personnel~~our business, including ~~its~~privacy, ~~Chief~~data ~~Executive~~use, ~~Officer~~data protection and personal information, ~~executive~~rights ~~team~~of ~~and~~publicity, ~~other~~content, ~~highly~~intellectual ~~skilled employees.~~property, ~~Since~~advertising, ~~the~~marketing, ~~technology~~distribution, ~~industry~~data issecurity, ~~characterized~~data retention byand ~~high~~deletion, ~~demand~~data localization and ~~intense~~storage, ~~competition~~data ~~for~~disclosure, ~~talents~~artificial intelligence, weelectronic ~~cannot~~contracts ~~assure~~and ~~you~~other ~~that~~communications, wecompetition, ~~will~~protection beof ~~able~~minors, toconsumer ~~attract~~protection, ortelecommunications, ~~retain~~product ~~qualified~~liability, ~~staff~~e-commerce, taxation, economic or other trade ~~highly~~prohibitions ~~skilled~~or ~~employees.~~sanctions, Inanti-corruption ~~addition,~~and aspolitical ~~the~~law ~~Company~~compliance, issecurities ~~relatively~~law ~~young~~compliance, ~~our~~ ~~ability~~and toonline ~~train~~payment ~~and~~services. The ~~integrate~~introduction of new ~~employees~~products, ~~into~~expansion of our ~~operations~~activities ~~may~~in ~~not~~certain ~~meet~~jurisdictions, ~~the~~or ~~growing~~other ~~demands~~actions ofthat ~~our~~we ~~business~~may ~~which~~take may ~~materially~~subject ~~and~~us ~~adversely~~to ~~affect~~additional ~~our~~laws, ~~ability~~regulations, toor ~~grow~~other ~~our~~government ~~business~~scrutiny. In addition, foreign data protection, privacy, content, competition, and ~~hence~~other ~~our~~laws ~~results~~and ofregulations ~~operations~~can impose different obligations or be more restrictive than those in the United States.

~~From~~Since our ~~time~~operations are based in Korea, where most of our users are domiciled, we are subject to, ~~time~~among others, the Personal Information Protection Act and related legislation, regulations and orders (the “PIPA”), the Act on the Promotion of Information and Communications Network Utilization and Protection of Information Act (Korea), and the Credit Information Act in Korea that specifically regulates certain sensitive personal information. PIPA requires consent by the consumer with respect to the use of his or her data and requires the persons responsible for management of personal data to take the necessary technological and managerial measures to prevent data breaches and, among other duties, to notify the Personal Information Protection Commission of any data breach incidents within 24 hours. Failure to comply with PIPA in any manner may subject these persons responsible to personal liability for not obtaining such consent in an appropriate manner or for such breaches, including even negligent breaches, and violators face varying penalties ranging from monetary penalties to imprisonment. We strive to take the necessary technological and managerial measures to comply with PIPA, including the implementation of privacy policies concerning the collection, use, and disclosure of subscriber data on our apps and websites, and we regularly review and update our policies and practices. Despite these efforts to comply with PIPA, these rules are complex and evolving, subject to interpretation by government regulators which may ~~become~~change ~~involved~~over time and therefore we are subject to the risk of claims by regulators of failure to comply inwith PIPA. Any failure, or perceived failure, by us to comply with such policies, laws, regulations, and other legal obligations and regulatory guidance could adversely affect our reputation, brand, and business, and may result in claims, proceedings, or actions, including criminal proceedings, against us and certain of our executive officers by governmental entities or others or other liabilities. Any such claim, proceeding, or action, could hurt our reputation, brand, and business, force us to incur significant expenses in defense of such proceedings, distract our management, increase our costs of doing business, result in a loss of customers and merchants, and could have an adverse effect on our business, financial condition, and results of operations.

From time to time, we may become subject to legal proceedings, claims, litigation and government investigations or inquiries, which could be expensive, lengthy, disruptive to normal business operations and occupy a significant amount of our employees’ time and attention. In addition, the outcome of any legal proceedings, claims, litigation, investigations, or inquiries may be difficult to predict and could have a material adverse effect on our business, operating results, or financial condition.20

~~The~~These U.S. ~~preparation~~federal ofand ~~our~~state ~~financial~~and ~~statements~~foreign laws and regulations, which in some cases can be enforced by private parties in addition to government ~~involves~~entities, are constantly evolving and can be subject to significant change. As a result, the ~~use~~application, interpretation, and enforcement of ~~good~~these ~~faith~~laws ~~estimates~~and regulations are often uncertain, ~~judgments~~particularly in the new and ~~assumptions~~rapidly evolving industry in which we operate, and ~~our~~may be ~~financial~~interpreted ~~statements~~and ~~may~~applied beinconsistently ~~materially~~from ~~affected~~country ifto ~~such~~country ~~good faith~~and ~~estimates,~~inconsistently ~~judgments~~with our current policies and practices. For example, regulatory or ~~good~~legislative ~~faith~~actions ~~assumptions~~affecting ~~prove~~the manner in which we display content to beour ~~inaccurate~~users or obtain consent to various practices could adversely affect user growth and engagement. Such actions could affect the manner in which we provide our services or adversely affect our financial results.

~~Financial statements prepared in accordance with~~We ~~accounting~~are ~~principles~~also ~~generally~~subject ~~accepted~~to inevolving ~~the~~laws ~~United States~~and ofregulations ~~America~~that ~~(“GAAP”)~~dictate ~~typically~~whether, ~~require the use of good faith estimates~~how, ~~judgments~~ and ~~assumptions~~under ~~that~~what ~~affect~~circumstances ~~the~~we ~~reported~~can ~~amounts. Often~~transfer, ~~different~~process ~~estimates, judgments~~ and ~~assumptions~~/or ~~could~~receive ~~reasonably~~certain bedata ~~used~~ that ~~would~~is ~~have~~critical ato ~~material~~our ~~effect~~operations, onincluding ~~such~~data ~~financial~~shared ~~statements,~~between ~~and~~countries ~~changes~~or regions in ~~these~~which ~~estimates,~~we ~~judgments~~operate and data ~~assumptions~~shared ~~may~~among ~~occur~~our ~~from~~products ~~period~~and ~~to period over time~~services. ~~Significant~~If ~~areas~~we ~~of accounting requiring the application of management’s judgment include, but~~ are ~~not~~unable ~~limited~~ to, ~~determining~~transfer ~~the~~data ~~fair~~between ~~value of assets, share-based compensation~~ and ~~the~~among ~~timing~~countries and ~~amount~~regions ~~of cash~~in ~~flows~~which ~~from~~we ~~assets. These estimates~~operate, or ~~judgments~~if ~~and~~we ~~assumptions~~ are ~~inherently~~restricted ~~uncertain~~from ~~and,~~sharing ifdata among our ~~estimates~~products ~~were~~and ~~to prove to be wrong~~services, weit ~~would~~could ~~face~~affect ~~the~~our ~~risk~~ability ~~that charges~~ to ~~income~~provide ~~or other financial statement changes or adjustments would be required. Any such charges or changes would require a restatement of~~ our ~~financial statements and could harm our business~~services, ~~including~~the ~~our financial condition and~~manner ~~results~~in ofwhich ~~operations~~we ~~and~~provide ~~the~~our ~~price~~services ofor our ~~securities.~~ability ~~See~~to ~~“Management’s~~target ~~Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of the accounting estimates~~ads, ~~judgments~~which ~~and~~could ~~assumptions~~adversely ~~that~~affect ~~we believe are the most critical to an understanding of~~ our financial ~~statements and our business~~results.

19Proposed or new legislation and regulations could also significantly affect our business. Laws and regulations are evolving and subject to interpretation, and resulting limitations on our advertising services, or reductions of advertising by marketers, have to some extent adversely affected, and will continue to adversely affect, our advertising business. Changes to our products or business practices as a result of these developments may adversely affect our advertising business. Similarly, there are a number of legislative proposals in the European Union, the United States, at both the federal and state level, as well as other jurisdictions that could impose new obligations or limitations in areas affecting our business. In addition, some countries are considering or have passed legislation implementing data protection requirements or requiring local storage and processing of data or similar requirements that could increase the cost and complexity of delivering our services.

~~RISKS~~For example, ~~RELATED~~the TOEuropean ~~GOVERNMENT~~Union ~~REGULATION~~traditionally has imposed stricter obligations under its laws and regulations relating to privacy, data protection and consumer protection than the United States. In May 2018, the European Union’s new regulation governing data practices and privacy called the General Data Protection Regulation, or GDPR, became effective and substantially replaced the data protection laws of the individual European Union member states. The law requires companies to meet more stringent requirements regarding the handling of personal data of individuals in the EU than were required under predecessor EU requirements. In the United Kingdom, a Data Protection Bill that substantially implements the GDPR also became law in May 2018. The law also increases the penalties for non-compliance, which may result in monetary penalties of up to €20.0 million or 4% of a company’s worldwide turnover, whichever is higher. The GDPR and other similar regulations require companies to give specific types of notice and in some cases seek consent from consumers and other data subjects before collecting or using their data for certain purposes, including some marketing activities. Outside of the European Union, many countries have laws, regulations, or other requirements relating to privacy, data protection, information security, and consumer protection, and new countries are adopting such legislation or other obligations with increasing frequency. Many of these laws may require consent from consumers for the use of data for various purposes, including marketing, which may reduce our ability to market our products. There is no harmonized approach to these laws and regulations globally. Consequently, we increase our risk of non-compliance with applicable foreign data protection laws by operating internationally. We may need to change and limit the way we use personal information in operating our business and may have difficulty maintaining a single operating model that is compliant. In addition, various federal, state and foreign legislative and regulatory bodies, or self-regulatory organizations, may expand current laws or regulations, enact new laws or regulations or issue revised rules or guidance regarding privacy, data protection, information security and consumer protection. For example, California recently adopted the California Consumer Privacy Act of 2018 (“CCPA”), which provides new data privacy rights for consumers and new operational requirements for businesses. The CCPA includes a statutory damages framework and private rights of action against businesses that fail to comply with certain CCPA terms or implement reasonable security procedures and practices to prevent data breaches. The CCPA became effective in January 2020. While the Company has not experienced any material adverse impact from the CCPA to date, compliance with evolving privacy laws and regulations may require ongoing adjustments to our data processing practices and may result in additional compliance costs in the future.

~~Our business is subject to regulation, and changes in applicable regulations may negatively impact our business.~~21

~~We are subject to a number of foreign and domestic~~These laws and regulations, ~~relating~~as towell ~~user~~as ~~privacy,~~any ~~data~~associated ~~collection~~claims, ~~retention~~inquiries, ~~electronic~~or ~~commerce,~~investigations ~~virtual~~or ~~items~~any ~~and~~other ~~currency,~~government ~~consumer protection~~actions, ~~content,~~ ~~advertising, localization, and information security which~~ have ~~been~~in ~~adopted~~the orpast led ~~are~~to, ~~being considered for adoption by many jurisdictions~~ and ~~countries~~may ~~throughout~~in the ~~world.~~future ~~These~~lead ~~laws~~to, ~~could~~unfavorable ~~harm~~outcomes ~~our~~including ~~business~~increased bycompliance ~~limiting~~costs, ~~the~~delays ~~products and services we can offer consumers~~ or ~~the~~ ~~manner~~impediments in ~~which~~the ~~we offer them. The costs~~ development of ~~compliance~~new ~~with~~products, ~~these~~negative ~~laws~~publicity ~~may~~and ~~increase~~reputational inharm, ~~the~~increased ~~future~~operating ascosts, adiversion ~~result~~ of ~~changes~~management intime ~~interpretation. Furthermore~~and attention, ~~any~~and remedies ~~failure~~that onharm our ~~part~~business, toincluding ~~comply~~fines ~~with~~or ~~these~~demands ~~laws~~ or ~~the~~orders ~~application~~that ofwe ~~these~~modify ~~laws~~or incease anexisting ~~unanticipated manner may harm our~~ business ~~and result in penalties or significant legal liability~~practices.

~~Actions~~Payment transactions bymay ~~governments~~subject ~~that~~us ~~restrict access~~ to ~~FANING~~additional inregulatory ~~their~~requirements ~~countries,~~and orother risks that ~~otherwise~~could ~~impair~~be ~~our~~costly ~~ability~~and difficult to ~~sell~~comply ~~advertising~~with inor that ~~their countries,~~ could ~~substantially~~ harm our ~~business~~ ~~and financial results~~business.

~~Governments from time to time seek to censor content~~Our ~~available~~users oncan ~~social~~purchase ~~media~~virtual ~~platforms,~~and ordigital ~~restrict~~goods ~~access to social media platforms~~ from ~~their~~creators ~~country~~and ~~entirely,~~developers orwithin ~~impose other restrictions that may affect the accessibility of~~ our ~~products~~platform inand ~~their~~infrastructure ~~country~~on ~~for an extended period of time or indefinitely~~Faning. ~~For~~In ~~example~~addition, ~~user access~~ to certain ~~other~~of ~~company~~our ~~social~~users ~~media~~can ~~platforms~~use ~~has~~our ~~been~~Faning orinfrastructure, isincluding ~~currently~~within ~~restricted~~Clubs inand ~~whole~~communities, orfor inother ~~part in China~~activities, ~~Iran,~~such ~~and~~as ~~North Korea.~~sending Inmoney ~~addition,~~to ~~government authorities in~~ other ~~countries~~users ~~may~~or ~~seek~~purchasing togoods ~~restrict~~and/or ~~user~~services ~~access~~from toother ~~our~~users. ~~products~~We ifare ~~they~~subject ~~consider us~~ to bea invariety ~~violation~~ of ~~their~~ laws orand aregulations ~~threat~~in tothe United ~~public~~States, ~~safety or for other reasons~~Europe, and ~~certain~~elsewhere, ofincluding ~~our~~those ~~products~~governing ~~have~~anti-money ~~been~~laundering ~~restricted~~and bycounter-terrorist ~~governments~~financing, inmoney ~~other~~transmission, ~~countries~~gift ~~from~~cards ~~time~~and toother ~~time.~~prepaid Itaccess isinstruments, ~~also~~electronic ~~possible~~funds ~~that~~transfer, ~~government~~charitable ~~authorities~~fundraising, ~~could~~and ~~take~~import ~~action~~and ~~that~~export ~~impairs our ability to sell advertising,~~restrictions. ~~including~~Depending inon ~~countries~~how ~~where~~our ~~access~~payments toproduct ~~our~~evolves, ~~consumer-facing~~we ~~products~~ may also be ~~blocked~~subject orto ~~restricted.~~other Inlaws ~~the~~and ~~event~~regulations ~~that~~including ~~content~~those ~~shown~~governing ~~on FANING~~gambling, ~~is subject to censorship~~banking, ~~access~~and tolending. ~~our~~In ~~products~~some ~~is restricted~~jurisdictions, inthe ~~whole~~application or ininterpretation ~~part,~~of inthese ~~one~~laws orand ~~more~~regulations ~~countries,~~is wenot ~~are~~clear. ~~required~~Our efforts to orcomply ~~elect to~~with ~~make~~these ~~changes~~laws toand ~~our~~regulations ~~operations,~~could orbe ~~other~~costly ~~restrictions~~and ~~are~~result ~~imposed~~in ondiversion ~~our~~of ~~products,~~management ortime ~~our~~and ~~competitors~~effort ~~are~~and ~~able~~may tostill ~~successfully~~not ~~penetrate~~guarantee ~~new~~compliance. ~~geographic~~In ~~markets~~the orevent ~~capture~~that awe ~~greater~~are ~~share~~found ofto ~~existing~~be ~~geographic~~in ~~markets~~violation ~~that~~of weany ~~cannot~~such ~~access~~legal or ~~where~~regulatory requirements, we ~~face~~may ~~other~~be ~~restrictions, our~~subject ~~ability~~ to ~~retain~~monetary fines or ~~increase~~other ~~our~~penalties ~~user~~such ~~base,~~as ~~user~~a ~~engagement,~~cease orand ~~the~~desist ~~level~~order, ofor ~~advertising~~we ~~by marketers~~ may be ~~adversely~~required ~~affected, we~~to ~~may~~make ~~not~~product bechanges, ~~able~~any toof ~~maintain~~which orcould ~~grow~~have ~~our~~an adverse ~~revenue~~effect ason ~~anticipated,~~our business and ~~our~~ financial results ~~could be adversely affected~~.

~~Our~~In addition, ~~business~~we isare subject to ~~complex~~a variety of additional risks as a result of payments transactions, including: increased costs and ~~evolving~~diversion ~~U.S. and~~of ~~foreign~~management ~~laws~~time and ~~regulations~~effort ~~regarding~~and ~~privacy,~~other ~~data~~resources ~~use~~to ~~and~~deal ~~data~~with ~~protection,~~bad ~~content~~transactions or customer disputes; potential fraudulent or otherwise illegal activity by users, ~~competition~~developers, ~~consumer protection~~employees, ~~and~~ ~~other~~or ~~matters.~~third ~~Many~~parties; ofrestrictions ~~these~~on ~~laws~~the ~~and~~investment ~~regulations~~of ~~are~~consumer ~~subject~~funds used to ~~change~~transact payments; and ~~uncertain~~additional ~~interpretation,~~disclosure and ~~could~~reporting ~~result~~requirements. inWe ~~claims, changes~~have toalso ~~our~~launched/have ~~business~~announced ~~practices,~~plans ~~monetary~~to ~~penalties,~~develop ~~increased~~digital ~~cost~~payments products ofand ~~operations~~services, orwhich ~~declines~~may insubject ~~user~~us ~~growth~~to ormany ~~engagement,~~of orthe ~~otherwise harm~~foregoing ~~our~~risks ~~business~~and additional licensing requirements.

WeChanges in ~~are~~tax ~~subject to a variety of~~ laws ~~and~~or regulations that ~~involve~~are ~~matters~~applied ~~central~~adversely to ~~our~~us business, including privacy, data use, data protection and personal information, rights of publicity, content, intellectual property, advertising, marketing, distribution, data security, data retention and deletion, data localization and storage, data disclosure, artificial intelligence, electronic contracts and other communications, competition, protection of minors, consumer protection, telecommunications, product liability, e-commerce, taxation, economic or ~~other trade prohibitions or sanctions, anti-corruption and political law compliance, securities law compliance, and online payment services. The introduction of new products, expansion of~~ our ~~activities~~ incustomers ~~certain jurisdictions, or other actions that we~~ may ~~take~~have ~~may~~a ~~subject~~material usadverse toeffect ~~additional~~on ~~laws,~~our ~~regulations~~business, ~~or other government~~cash ~~scrutiny. In addition~~flow, ~~foreign~~financial ~~data~~condition ~~protection, privacy, content, competition, and other laws and regulations can impose different obligations~~ or beresults ~~more~~of ~~restrictive than those in the United States~~operations.

20New income, sales, use or other tax laws, statutes, rules, regulations or ordinances could be enacted at any time, which could affect the tax treatment of our earnings and adversely affect our operations, and our business and financial performance. Further, existing tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us. There may be material adverse effects resulting from the legislation that we have not yet identified. No estimated tax provision has been recorded in the financial statements included herein for tax attributes that are incomplete or subject to change.

~~Since~~The foregoing ~~our~~items ~~operations~~could ~~are~~have ~~based~~a inmaterial ~~Korea,~~adverse ~~where most~~effect ofon our ~~users are domiciled~~business, wecash ~~are subject to~~flow, ~~among~~financial ~~others,~~condition ~~the~~or ~~Personal~~results ~~Information~~of ~~Protection~~operations. ~~Act~~In ~~and related legislation~~addition, ~~regulations~~ ~~and~~it ~~orders~~is ~~(the~~unclear ~~“PIPA”),~~how ~~the~~these ~~Act~~U.S. onfederal ~~the~~income ~~Promotion~~tax ofchanges ~~Information~~will ~~and~~affect ~~Communications~~state ~~Network Utilization~~ and ~~Protection of~~local ~~Information Act (Korea)~~taxation, ~~and~~which ~~the~~often ~~Credit~~uses ~~Information~~federal ~~Act~~taxable ~~in Korea that specifically regulates certain sensitive personal information.~~income ~~PIPA~~as ~~requires~~a ~~consent~~starting bypoint ~~the~~for ~~consumer~~computing ~~with~~state ~~respect to the use of his or her data~~ and ~~requires~~local ~~the~~tax ~~persons~~liabilities. ~~responsible~~The ~~for~~impact ~~management~~ of ~~personal~~ ~~data~~this totax ~~take~~legislation ~~the~~on ~~necessary~~holders ~~technological and managerial measures to prevent data breaches and, among other duties, to notify the Personal Information Protection Commission~~ of ~~any~~our ~~data~~common ~~breach incidents within 24 hours. Failure to comply with PIPA in any manner~~stock ~~may~~is ~~subject~~also ~~these~~uncertain ~~persons responsible to personal liability for not obtaining such consent in an appropriate manner or for such breaches, including even negligent breaches,~~ and ~~violators~~could ~~face~~be ~~varying penalties ranging from monetary penalties to imprisonment~~adverse. We ~~strive~~urge ~~to take~~our ~~the~~stockholders ~~necessary technological~~ and ~~managerial~~investors ~~measures~~ to ~~comply~~consult with ~~PIPA, including the implementation of privacy policies concerning the collection, use, and disclosure of subscriber data on~~ our ~~apps~~legal and ~~websites,~~tax ~~and~~advisors wewith ~~regularly review and update our policies and practices.~~respect ~~Despite these efforts~~ to ~~comply~~this ~~with~~legislation ~~PIPA, these rules are complex~~ and ~~evolving, subject to interpretation by government regulators which may change over time and therefore we are subject to~~ the ~~risk~~potential oftax ~~claims~~consequences ~~by regulators~~ of ~~failure~~investing to comply with PIPA. Any failure, or perceived failure, by us to comply with such policies, laws, regulations, and other legal obligations and regulatory guidance could adversely affect our reputation, brand, and business, and may result in ~~claims, proceedings,~~ or ~~actions,~~holding ~~including criminal proceedings, against us and certain of~~ our ~~executive~~common ~~officers by governmental entities or others or other liabilities~~stock. Any such claim, proceeding, or action, could hurt our reputation, brand, and business, force us to incur significant expenses in defense of such proceedings, distract our management, increase our costs of doing business, result in a loss of customers and merchants, and could have an adverse effect on our business, financial condition, and results of operations.

These U.S. federal and state and foreign laws and regulations, which in some cases can be enforced by private parties in addition to government entities, are constantly evolving and can be subject to significant change. As a result, the application, interpretation, and enforcement of these laws and regulations are often uncertain, particularly in the new and rapidly evolving industry in which we operate, and may be interpreted and applied inconsistently from country to country and inconsistently with our current policies and practices. For example, regulatory or legislative actions affecting the manner in which we display content to our users or obtain consent to various practices could adversely affect user growth and engagement. Such actions could affect the manner in which we provide our services or adversely affect our financial results.22

~~We are also subject to evolving laws and regulations~~Failure ~~that dictate whether, how, and under what circumstances we can transfer, process and/or receive certain data that is critical~~ to ~~our~~comply ~~operations, including~~with ~~data~~the ~~shared between countries or regions in which we operate and data shared among our products and services~~U.S. IfForeign weCorrupt ~~are~~Practices ~~unable to~~Act ~~transfer~~could ~~data~~result ~~between and among countries and regions~~ in ~~which we operate~~fines, orcriminal ifpenalties ~~we are restricted from sharing data among our products~~ and ~~services,~~an itadverse ~~could~~effect ~~affect~~on our ~~ability to provide our services, the manner in which we provide our services or our ability to target ads, which could adversely affect our financial results~~business.

~~Proposed~~We may oroperate ~~new~~in ~~legislation~~a ~~and~~number ~~regulations~~of ~~could also~~countries ~~significantly~~throughout ~~affect~~the ~~our~~world, ~~business.~~including ~~Laws~~countries ~~and~~known ~~regulations~~to ~~are~~have ~~evolving~~a ~~and~~reputation ~~subject~~for tocorruption. ~~interpretation,~~We ~~and~~are ~~resulting limitations on~~committed ~~our~~to ~~advertising~~doing ~~services,~~business orin ~~reductions~~accordance ofwith ~~advertising~~applicable byanti-corruption ~~marketers,~~laws and have toadopted ~~some~~a ~~extent~~code ~~adversely~~of ~~affected,~~business conduct and ~~will~~ethics ~~continue~~which ~~to adversely~~is ~~affect,~~consistent ~~our~~and ~~advertising~~in ~~business~~full compliance with the U.S. ~~Changes~~Foreign toCorrupt ~~our~~Practices ~~products~~Act orof ~~business~~1977, ~~practices~~or asthe aFCPA. ~~result~~We ofare ~~these~~subject, ~~developments~~however, ~~may~~to ~~adversely~~the ~~affect~~risk that we, our ~~advertising~~affiliated ~~business.~~entities ~~Similarly~~or our or their respective officers, ~~there~~directors, ~~are~~employees aand ~~number~~agents ofmay ~~legislative~~take ~~proposals~~actions determined to be in ~~the~~violation ~~European~~of ~~Union,~~such ~~the~~anti- ~~United States~~corruption laws, atincluding ~~both~~ the ~~federal~~FCPA. ~~and~~Any ~~state~~such ~~level,~~violation ascould ~~well~~result asin ~~other~~substantial ~~jurisdictions~~fines, ~~that~~sanctions, ~~could~~civil and/or ~~impose~~criminal ~~new~~penalties, ~~obligations~~curtailment orof ~~limitations~~operations in ~~areas~~certain ~~affecting~~jurisdictions, and might adversely affect our business., results of operations or financial condition. In addition, ~~some~~actual ~~countries~~or ~~are~~alleged ~~considering~~violations orcould ~~have~~damage ~~passed~~our ~~legislation~~reputation ~~implementing~~and ~~data~~ability ~~protection~~to ~~requirements~~do orbusiness. ~~requiring~~Furthermore, detecting, ~~local~~investigating, ~~storage~~ and ~~processing~~resolving ofactual ~~data~~ or ~~similar~~alleged ~~requirements~~violations ~~that~~is ~~could~~expensive ~~increase~~and ~~the~~can ~~cost~~consume significant time and ~~complexity~~attention of ~~delivering~~ our senior ~~services~~management.

21RISKS RELATED TO DOING BUSINESS IN KOREA

~~For example, the European Union traditionally~~Fluctuations has imposed stricter obligations under its laws and regulations relating to privacy, data protection and consumer protection than the United States. In May 2018, the European Union’s new regulation governing data practices and privacy called the General Data Protection Regulation, or GDPR, became effective and substantially replaced the data protection laws of the individual European Union member states. The law requires companies to meet more stringent requirements regarding the handling of personal data of individuals in ~~the~~ EUexchange ~~than~~rates ~~were~~could required under predecessor EU requirements. In the United Kingdom, a Data Protection Bill that substantially implements the GDPR also became law in May 2018. The law also increases the penalties for non-compliance, which may result in monetary penalties of up to €20.0 million or 4% of a company’s worldwide turnover, whichever is higher. The GDPR and other similar regulations require companies to give specific types of notice and in some cases seek consent from consumers and other data subjects before collecting or using their data for certain purposes, including some marketing activities. Outside of the European Union, many countries have laws, regulations, or other requirements relating to privacy, data protection, information security, and consumer protection, and new countries are adopting such legislation or other obligations with increasing frequency. Many of these laws may require consent from consumers for the use of data for various purposes, including marketing, which may reduce our ability to market our products. There is no harmonized approach to these laws and regulations globally. Consequently, we increase our risk of non-compliance with applicable foreign ~~data~~currency ~~protection laws~~exchange bylosses ~~operating internationally. We may need~~ to change and limit the way we use personal information in operating our business and may have difficulty maintaining a single operating model that is compliant. In addition, various federal, state and foreign legislative and regulatory bodies, or self-regulatory organizations, may expand current laws or regulations, enact new laws or regulations or issue revised rules or guidance regarding privacy, data protection, information security and consumer protection. For example, California recently adopted the California Consumer Privacy Act of 2018 (“CCPA”), which provides new data privacy rights for consumers and new operational requirements for businesses. The CCPA includes a statutory damages framework and private rights of action against businesses that fail to comply with certain CCPA terms or implement reasonable security procedures and practices to prevent data breaches. The CCPA went into effect in January 2020. The effects of the CCPA potentially are significant, however, and may require us ~~to modify our data processing practices and policies and to incur substantial costs and expenses in an effort to comply~~. As a general matter, compliance with laws, regulations, and any applicable rules or guidance from self- regulatory organizations relating to privacy, data protection, information security and consumer protection, may result in substantial costs and may necessitate changes to our business practices, which may compromise our growth strategy, adversely affect our ability to acquire customers, and otherwise adversely affect our business, financial condition and operating results.

~~These laws and regulations, as well as any associated~~The ~~claims,~~value ~~inquiries,~~of orthe ~~investigations~~Korean orWon ~~any~~and other ~~government~~currencies ~~actions,~~against ~~have in~~ the ~~past~~U.S. ~~led~~dollar tohas fluctuated, and may incontinue ~~the future lead~~ to, ~~unfavorable outcomes~~fluctuate ~~including~~and ~~increased~~is ~~compliance~~affected ~~costs~~by, among ~~delays~~other orthings, ~~impediments~~changes in ~~the~~political ~~development~~and ofeconomic ~~new~~conditions. ~~products,~~It ~~negative~~is ~~publicity~~difficult ~~and~~to ~~reputational harm,~~predict ~~increased~~how ~~operating~~market ~~costs,~~forces ~~diversion~~or ofKorean ~~management~~or ~~time~~U.S. ~~and attention~~government policy, ~~and~~including ~~remedies~~any ~~that~~interest ~~harm~~rate ~~our~~increases ~~business~~by the Federal Reserve, ~~including~~may ~~fines~~impact orthe ~~demands or~~exchange ~~orders~~rate ~~that~~between wethe ~~modify~~Korean orWon ~~cease~~and ~~existing~~the ~~business~~U.S. dollar ~~practices~~in the future.

~~Payment~~A substantial ~~transactions~~percentage of our revenue and costs are denominated in Korean Won, and a significant portion of our financial assets are also denominated in Korean Won, while we anticipate that a substantial portion of any debt incurred will be denominated in U.S. dollars. We may ~~subject~~receive usdividends, toloans ~~additional~~and other distributions on equity paid by our operating subsidiary in Korea. Any significant fluctuations ~~regulatory~~in ~~requirements~~the value of the Korean Won may materially and adversely affect our liquidity and cash flows. For example, the depreciation of the Korean Won and other ~~risks~~foreign ~~that~~currencies ~~could~~against bethe ~~costly~~U.S. dollar typically results in a material increase in the cost of hosting services and ~~difficult~~equipment purchased from outside of Korea and the cost of servicing debt denominated in currencies other than the Korean Won. As a result, any significant depreciation of the Korean Won or other major foreign currencies against the U.S. dollar may have a material adverse effect on our results of operations. If we decide to ~~comply~~convert ~~with~~our Korean Won into U.S. dollars for the purpose of repaying principal or ~~that~~interest ~~could~~expense ~~harm~~on any future U.S. dollar-denominated debt, making payments for dividends on our common stock, or other business purposes, depreciation of the Korean Won or other foreign currencies against the U.S. dollar would have a negative effect on the U.S. dollar amount we would receive. Conversely, to the extent that we need to convert U.S. dollars into Korean Won for our operations, appreciation of the Korean Won against the U.S. dollar would have an adverse effect on the Korean Won amount we would receive.

~~Our users can purchase virtual and digital goods~~Tensions ~~from~~with ~~creators~~North ~~and~~Korea ~~developers~~could ~~within~~have ~~our~~an ~~platform~~adverse ~~and~~effect ~~infrastructure~~ on ~~FANING. In addition, certain of~~ our ~~users can use our FANING infrastructure~~business, ~~including~~financial ~~within Clubs and communities~~condition, ~~for~~results ~~other activities, such as sending money to other users or purchasing goods and/or services from other users. We are subject to a variety~~ of ~~laws and regulations in the United States~~operations, ~~Europe,~~ and elsewhere, including those governing anti-money laundering and counter-terrorist financing, money transmission, gift cards and other prepaid access instruments, electronic funds transfer, charitable fundraising, and import and export restrictions. Depending on how our payments product evolves, we may also be subject to other laws and regulations including those governing gambling, banking, and lending. In some jurisdictions, the ~~application~~price orper ~~interpretation~~share of ~~these laws and regulations is not clear. Our efforts to comply with these laws and~~ regulations could be costly and result in diversion of management time and effort and may still not guarantee compliance. In the event that we are found to be in violation of any such legal or regulatory requirements, we may be subject to monetary fines or other penalties such as a cease and desist order, or we may be required to make product changes, any of which could have an adverse effect on our ~~business and~~common ~~financial results~~stock.

~~In addition, we are subject to a variety~~Relations ofbetween ~~additional~~Korea ~~risks~~and asNorth aKorea ~~result~~have offluctuated ~~payments~~over ~~transactions,~~the ~~including:~~years. ~~increased~~Tension ~~costs~~between ~~and~~Korea ~~diversion of management time~~ and ~~effort~~North ~~and~~Korea ~~other resources~~may toincrease ~~deal with bad transactions~~ or ~~customer~~change ~~disputes;~~abruptly ~~potential fraudulent or otherwise illegal activity by users, developers,~~as ~~employees,~~a orresult ~~third parties; restrictions on the investment~~ of ~~consumer~~current ~~funds used to transact payments;~~ and ~~additional~~future ~~disclosure~~events. ~~and reporting~~In ~~requirements.~~particular, Wethere have ~~also~~been ~~launched/have~~heightened ~~announced~~security ~~plans~~concerns toin ~~develop~~recent ~~digital~~years ~~payments~~stemming ~~products~~from ~~and~~North Korea’s ~~services,~~nuclear ~~which~~weapon ~~may~~and ~~subject us~~ballistic tomissile ~~many~~programs ofas ~~the~~well ~~foregoing~~as ~~risks~~its ~~and~~hostile ~~additional~~military ~~licensing~~actions ~~requirements~~against Korea.

22North Korea’s economy also faces severe challenges, which may further aggravate social and political pressures within North Korea. Geopolitical tensions involving North Korea and the surrounding region remain elevated and unpredictable. Changes in political, economic, or military conditions in the Korean peninsula could adversely affect regional stability, financial markets, and business operations in South Korea and surrounding markets.

~~Changes in tax laws or regulations that are applied adversely to us or our customers may have a material adverse effect on our business, cash flow, financial condition or results of operations.~~23

~~New~~Further tensions ~~income,~~in ~~sales,~~North ~~use~~Korean orrelations ~~other~~could ~~tax~~develop ~~laws,~~due ~~statutes~~to a leadership crisis, ~~rules,~~ ~~regulations~~breakdown in high-level inter-Korea contacts or ~~ordinances~~military hostilities. ~~could~~Alternatively, tensions may be ~~enacted~~resolved atthrough ~~any~~reconciliatory ~~time~~efforts, which ~~could~~may ~~affect~~include ~~the~~peace ~~tax~~talks, ~~treatment~~alleviation of ~~our~~sanctions or ~~earnings~~reunification. ~~and~~We ~~adversely~~cannot ~~affect our~~assure ~~operations,~~you ~~and~~that ~~our~~future ~~business~~negotiations ~~and~~will ~~financial~~result ~~performance.~~in ~~Further,~~a ~~existing~~final ~~tax~~agreement ~~laws,~~on ~~statutes,~~North ~~rules~~Korea’s nuclear program, including ~~regulations~~critical ordetails ~~ordinances~~such ~~could be~~as ~~interpreted, changed,~~implementation ~~modified~~and timing, or ~~applied~~that ~~adversely~~the tolevel ~~us.~~of ~~There~~tensions ~~may~~between beKorea ~~material~~and ~~adverse~~North ~~effects~~Korea ~~resulting~~will ~~from~~not ~~the legislation~~escalate. ~~that~~Any weincrease ~~have~~in ~~not~~the ~~yet~~level ~~identified.~~of Notension ~~estimated~~between ~~tax~~Korea ~~provision~~and ~~has~~North ~~been~~Korea, ~~recorded~~an outbreak in ~~the~~military ~~financial~~hostilities ~~statements~~or ~~included~~other ~~herein~~actions ~~for~~or ~~tax attributes~~occurrences, ~~that~~could ~~are~~adversely ~~incomplete~~affect orour ~~subject~~business, prospects, financial condition, and results of operations and could lead to ~~change~~a decline in the price per share of our common stock.

~~The~~There are ~~foregoing~~special ~~items~~risks ~~could~~involved ~~have~~with ainvesting ~~material~~in ~~adverse effect~~Korean ~~on our business~~companies, ~~cash~~including ~~flow,~~the ~~financial~~possibility ~~condition or results~~ of ~~operations.~~restrictions Inbeing ~~addition,~~imposed itby isthe ~~unclear how these U.S. federal~~Korean ~~income~~government ~~tax~~in ~~changes~~emergency ~~will affect state and local taxation~~circumstances, ~~which~~accounting ~~often uses federal taxable income as a starting point for computing state~~ and ~~local~~corporate ~~tax~~disclosure ~~liabilities.~~standards ~~The~~that ~~impact~~differ offrom ~~this~~those ~~tax~~in ~~legislation~~other onjurisdictions, ~~holders of our common stock is also uncertain~~ and ~~could be adverse. We~~ ~~urge~~the ~~our~~risk ~~stockholders~~of ~~and~~direct ~~investors~~or tovicarious ~~consult~~criminal ~~with~~liability ~~our~~for ~~legal~~executive ~~and~~officers ~~tax advisors with respect to this legislation and the potential tax consequences~~ of ~~investing in or holding~~ our ~~common~~Korean ~~stock~~affiliates.

~~Failure~~Our wholly toowned ~~comply~~subsidiary, ~~with~~FANING ~~the~~KOREA, ULLC, is our Korean subsidiary and operates in a business and cultural environment that is different from that of other countries.S. For example, under the Foreign ~~Corrupt~~ ~~Practices~~Exchange Transaction Act ~~could~~of ~~result~~Korea, if the Korean government determines that in ~~fines~~certain emergency circumstances, ~~criminal~~including ~~penalties~~sudden fluctuations in interest rates or exchange rates, extreme difficulty in stabilizing the balance of payments or substantial disturbance in the Korean financial and ancapital markets are likely to occur, it may impose any necessary restriction such as requiring Korean or foreign investors to obtain prior approval from the Minister of Economy and Finance of Korea prior to entering into a capital markets transaction, repatriating interest, dividends or sales proceeds arising from Korean securities or from the disposition of such securities or other transactions involving foreign exchange. Although investors will hold shares of our common stock, FANING KOREA, LLC may experience adverse ~~effect~~risks onand in turn could adversely impact our business, prospects, financial condition, and results of operations and could lead to a decline in the price per share of our common stock.

~~We may operate in a number of countries throughout~~In ~~the world~~addition, ~~including~~under ~~countries~~Korean ~~known~~law, tothere ~~have a reputation for corruption. We~~ are ~~committed~~circumstances ~~to doing business~~ in ~~accordance~~which ~~with~~certain ~~applicable anti-corruption~~executive ~~laws~~officers ~~and~~of ~~have adopted~~ a ~~code~~company ofmay ~~business~~be ~~conduct~~investigated ~~and~~or ~~ethics~~held ~~which~~criminally liable iseither ~~consistent~~directly ~~and~~or invicariously ~~full~~for ~~compliance with~~ the ~~U.S. Foreign Corrupt~~actions ~~Practices Act~~ of ~~1977,~~ or the ~~FCPA. We~~company ~~are~~and ~~subject,~~its ~~however,~~executives toand ~~the~~employees. ~~risk~~For ~~that we~~example, ~~our~~complaints ~~affiliated entities or our~~alleging orinfringement ~~their~~of ~~respective~~intellectual ~~officers,~~property ~~directors~~rights, ~~employees~~breaches ~~and agents may take actions determined to be in violation~~ of ~~such~~certain ~~anti-~~Korean ~~corruption~~ laws, ~~including the FCPA~~(e. ~~Any~~g., ~~such~~labor ~~violation~~standards ~~could~~laws ~~result~~and infair ~~substantial~~trade ~~fines~~laws), ~~sanctions, civil~~ and~~/or~~ ~~criminal penalties, curtailment~~product-related ofclaims ~~operations~~may inbe ~~certain~~investigated ~~jurisdictions,~~ and ~~might~~prosecuted ~~adversely~~as ~~affect~~criminal ~~our~~offenses ~~business,~~with ~~results~~both ofthe ~~operations~~company ~~or financial condition. In addition, actual or alleged violations could damage our reputation~~ and ~~ability~~the tocompany’s doexecutive ~~business.~~officers ~~Furthermore, detecting, investigating, and resolving~~being ~~actual~~named oras ~~alleged~~defendants ~~violations~~in issuch ~~expensive~~proceedings. ~~and~~These ~~can~~risks ~~consume~~change ~~significant~~over time ~~and attention of our senior management~~.

~~RISKS~~As a ~~RELATED~~result TOof ~~DOING~~these ~~BUSINESS~~current INand changing risks, FANING KOREA, LLC’s executive officers may be named in the future in criminal investigations or proceedings stemming from our operations. In Korea, company executive officers being named in such investigations or proceedings is a common occurrence, even though in practice many such cases result in no liability to the individual. If FANING KOREA, LLC’s executive officers were to be named in such criminal proceedings or held either directly or vicariously criminally liable for the actions of the company and its executives and employees, our business, financial condition, and results of operations may be harmed.

~~Fluctuations~~Our Korean insubsidiary, ~~exchange~~FANING ~~rates~~KOREA, ~~could~~LLC, ~~result~~ may be designated as an affiliated group under Korean law, in ~~foreign~~which ~~currency~~case ~~exchange~~the ~~losses~~group of companies would be required to usmake certain disclosures and implement additional corporate governance requirements.

~~The~~Our Korean ~~value~~subsidiary, ofFANING ~~the~~KOREA, ~~Korean~~LLC ~~Won~~is ~~and~~likely ~~other~~to ~~currencies against~~be ~~the~~designated ~~U.S. dollar~~as ~~has~~a ~~fluctuated,~~business ~~and~~group ~~may~~subject ~~continue~~ to ~~fluctuate~~disclosure under the Korean Monopoly Regulation and isFair ~~affected~~Trade ~~by,~~Act. ~~among~~As ~~other~~described ~~things,~~in ~~changes~~greater detail in ~~political~~the section titled “Government Regulation-The Monopoly Regulation and ~~economic~~Fair ~~conditions.~~Trade ItAct”, issuch ~~difficult~~a todesignation ~~predict~~would ~~how~~impose ~~market~~additional ~~forces~~corporate orgovernance ~~Korean~~and orpublic Udisclosure requirements on this group of affiliated companies.~~S. government~~ ~~policy,~~These ~~including~~requirements ~~any~~would ~~interest rate~~create ~~increases~~additional bycosts ~~the~~of ~~Federal~~compliance ~~Reserve,~~and ~~may~~could ~~impact~~subject ~~the~~this ~~exchange~~group ~~rate~~of ~~between~~affiliated companies ~~the~~to ~~Korean~~greater ~~Won~~regulatory scrutiny and ~~the~~risk ~~U.S. dollar~~of inpenalties for any failure to comply with the ~~future~~additional obligations imposed.

~~A substantial percentage of our revenue and costs~~FANING ~~are denominated in Korean Won~~KOREA, ~~and~~LLC ais ~~significant~~subject ~~portion~~to ofcertain ~~our~~requirements ~~financial~~and ~~assets~~restrictions ~~are~~under ~~also denominated in~~ Korean ~~Won,~~law ~~while we anticipate~~ that ~~a substantial portion of any debt incurred will be denominated in U.S. dollars. We are a holding company and we~~ may ~~receive dividends~~, ~~loans and other distributions on equity paid by our operating subsidiaries~~ in ~~Korea.~~certain ~~Any significant fluctuations in the value of the Korean Won may materially and adversely affect our liquidity and cash flows. For example~~circumstances, ~~the~~require ~~depreciation~~it ofto ~~the Korean Won and~~act ~~other foreign currencies against the U.S. dollar typically results~~ in a ~~material~~manner ~~increase~~that inmay ~~the~~not ~~cost~~be ~~of hosting services and equipment purchased from outside of Korea and the cost of servicing debt denominated~~ in ~~currencies~~our ~~other than the Korean Won. As a result, any significant depreciation of the Korean Won~~ or ~~other major foreign currencies against the U.S. dollar may have a material adverse effect on~~ our ~~results~~ ofstockholders’ ~~operations.~~best ~~If we decide to convert our Korean Won into U.S. dollars for the purpose of repaying principal or~~ interest ~~expense on any future U~~.S. dollar-denominated debt, making payments for dividends on our common stock, or other business purposes, depreciation of the Korean Won or other foreign currencies against the U.S. dollar would have a negative effect on the U.S. dollar amount we would receive. Conversely, to the extent that we need to convert U.S. dollars into Korean Won for our operations, appreciation of the Korean Won against the U.S. dollar would have an adverse effect on the Korean Won amount we would receive.

23Under applicable Korean law, directors of a Korean company, such as FANING KOREA, LLC , owe a fiduciary duty to the company itself rather than to its stockholders. This fiduciary duty obligates directors of a Korean company to perform their duties faithfully for the good of the company as a whole. As a result, if circumstances arise in which the good of FANING KOREA, LLC conflicts with the good of Global Interactive Technologies, Inc. or stockholders, FANING KOREA, LLC may not be permitted under applicable Korean law to act in a manner that is in the best interest of Global Interactive Technologies, Inc. as its parent, or our stockholders. For example, providing guarantees or collateral by FANING KOREA, LLC in favor of Global Interactive Technologies, Inc. as its parent, without a justifiable cause and on other than arm’s length terms may cause breach of a fiduciary duty of directors to FANING KOREA, LLC.

~~Tensions with North Korea could have an adverse effect on our business, financial condition, and results of operations, and the price per share of our common stock.~~24

~~Relations~~Approval by the board of directors of a Korean company is required for, among other things, all transactions between ~~Korea~~a director or major stockholder (including a 10% or more stockholder) and ~~North~~the ~~Korea~~company ~~have~~for ~~fluctuated over~~the director’s or the ~~years~~ major stockholder’s account. ~~Tension~~As a result, intercompany transactions between ~~Korea~~us and ~~North~~FANING ~~Korea~~KOREA, LLC (or any other Korean subsidiary we may ~~increase~~own, from time to time), could arise in the future in which the directors of the Korean subsidiary are not able to act in ours or ~~change~~our ~~abruptly~~stockholders’ asbest interest as a result of ~~current~~competing ~~and~~interests ~~future~~of ~~events~~the subsidiary. ~~In particular,~~Since ~~there~~substantially ~~have~~all ~~been~~of ~~heightened~~our ~~security~~operations ~~concerns~~are inconducted ~~recent years~~by ~~stemming~~FANING ~~from~~KOREA, ~~North~~LLC, ~~Korea’s~~any such ~~nuclear~~occurrence ~~weapon~~with ~~and~~respect ~~ballistic missile~~to ~~programs~~FANING asKOREA, ~~well~~LLC ascould ~~its~~adversely ~~hostile~~affect ~~military~~our ~~actions~~business, ~~against~~financial ~~Korea~~condition, and results of operations.

~~North~~FANING KOREA, ~~Korea~~LLC’s ~~economy~~transactions ~~also faces severe challenges, which may further aggravate social and political pressures within North Korea. Since April 2018, North Korea has held a series of bilateral summit meetings~~ with ~~Korea~~related ~~and~~parties ~~the~~are ~~United States~~subject to ~~discuss~~close ~~peace~~scrutiny ~~and~~by ~~denuclearization of~~ the Korean ~~peninsula. However,~~tax ~~North Korea has since resumed its missile testing~~authorities, ~~heightening~~which ~~tensions,~~may ~~and~~result ~~the~~in adverse ~~outlook~~tax ~~of such discussions remains uncertain~~consequences.

~~Further~~Under Korean ~~tensions~~tax inlaw, ~~North~~there ~~Korean~~is ~~relations~~an ~~could develop~~inherent ~~due~~risk tothat aFANING ~~leadership crisis~~KOREA, ~~breakdown~~LLC’s intransactions ~~high-level~~with ~~inter-Korea~~its ~~contacts~~subsidiaries or(if ~~military hostilities. Alternatively~~any), ~~tensions~~affiliates ~~may~~or any beother ~~resolved~~person ~~through~~or ~~reconciliatory~~company ~~efforts,~~that ~~which~~is related to us may ~~include~~be ~~peace~~challenged ~~talks,~~by ~~alleviation~~the ofKorean ~~sanctions~~tax orauthorities ~~reunification.~~if Wesuch ~~cannot~~transactions ~~assure you~~are ~~that~~viewed ~~future~~as ~~negotiations~~having been ~~will~~made ~~result~~on interms athat ~~final~~were ~~agreement~~not on ~~North~~an ~~Korea~~arm’s-length ~~nuclear~~basis. ~~program,~~If ~~including~~the ~~critical~~Korean ~~details~~tax ~~such as~~authorities ~~implementation~~determine ~~and~~that ~~timing,~~any orof ~~that~~its ~~the~~transactions with ~~level~~related ofparties ~~tensions~~were ~~between~~on ~~Korea~~other ~~and~~than ~~North~~arm’s-length ~~Korea~~terms, ~~will~~it may not ~~escalate.~~be ~~Any~~permitted ~~increase~~to indeduct ~~the~~as ~~level of~~expenses, ~~tension~~or ~~between~~may ~~Korea~~be ~~and~~required ~~North~~to include ~~Korea~~as taxable income, anany ~~outbreak~~amount inwhich ~~military~~is ~~hostilities~~found orto ~~other~~be ~~actions~~undue orfinancial ~~occurrences,~~support ~~could~~between ~~adversely~~related ~~affect our~~parties ~~business,~~in ~~prospects~~such transaction, ~~financial~~which may ~~condition,~~have ~~and~~adverse ~~results~~tax ofconsequences ~~operations~~for us and, ~~could~~in ~~lead~~turn, tomay aadversely ~~decline~~affect inour ~~the~~business, ~~price~~financial ~~per~~condition, ~~share~~and results of ~~our common stock~~operations.

~~There~~If we are ~~special~~deemed ~~risks~~to ~~involved~~have ~~with~~a ~~investing in~~“place ~~Korean companies, including the possibility~~ of ~~restrictions~~effective ~~being~~management” ~~imposed by the Korean government~~ in ~~emergency circumstances~~Korea, ~~accounting and~~we ~~corporate~~will ~~disclosure~~be ~~standards~~treated ~~that~~as ~~differ~~a ~~from~~Korean company ~~those~~for ~~in other jurisdictions, and~~ the ~~risk~~purpose of ~~direct~~Korean orcorporate ~~vicarious~~income ~~criminal~~tax ~~liability for~~with ~~executive~~regards ~~officers~~to of our ~~Korean~~worldwide ~~affiliates~~income.

~~Our~~Under the ~~wholly~~Corporate ~~owned~~Tax ~~subsidiary~~Act (“CTA”), ~~Faning~~as ~~Korea~~amended on August 17, ~~LLC~~2021, is ~~our~~a ~~Korean~~corporation ~~subsidiary~~having ~~and~~a ~~operates~~“place of effective management” in aKorea ~~business~~will ~~and~~be ~~cultural~~treated ~~environment~~as ~~that~~a isKorean ~~different~~company ~~from~~for ~~that~~the purposes of ~~other~~Korean ~~countries.~~corporate ~~For~~income ~~example~~tax. However, ~~under~~ the ~~Foreign~~CTA ~~Exchange~~does ~~Transaction~~not ~~Act~~ clearly define what constitutes “place of ~~Korea~~ effective management” and, ifto ~~the~~date, ~~Korean~~there ~~government~~has ~~determines~~not ~~that~~been inany ~~certain~~court ~~emergency~~precedent. ~~circumstances, including~~If ~~sudden~~we ~~fluctuations~~are indeemed ~~interest~~to have ~~rates~~a or“place ~~exchange~~of ~~rates~~effective management” in Korea, ~~extreme~~we ~~difficulty~~will inbe ~~stabilizing~~required ~~the~~to ~~balance~~file ofannual ~~payments~~corporate orincome ~~substantial disturbance~~tax inreturns ~~the~~with the Korean ~~financial~~tax authorities and ~~capital~~be ~~markets~~subject ~~are~~to ~~likely~~Korean tocorporate ~~occur~~income tax. Currently, itthe ~~may~~applicable ~~impose~~rates ~~any~~are ~~necessary~~9.9% ~~restriction~~(inclusive ~~such~~of aslocal ~~requiring~~corporate ~~Korean~~taxes) orfor ~~foreign~~taxable ~~investors~~income up to ~~obtain~~KRW ~~prior~~200 ~~approval~~million, ~~from~~20.9% ~~the~~(inclusive ~~Minister~~ of ~~Economy~~local ~~and~~corporate ~~Finance~~taxes) offor ~~Korea~~taxable ~~prior~~income toexceeding ~~entering~~KRW ~~into~~200 ~~a capital~~million ~~markets~~and ~~transaction,~~less ~~repatriating~~than ~~interest~~KRW 20 billion, ~~dividends~~23.1% or(inclusive ~~sales~~of ~~proceeds~~local ~~arising~~corporate ~~from~~taxes) ~~Korean~~for ~~securities~~taxable orincome ~~from~~exceeding ~~the~~KRW ~~disposition~~20 ofbillion ~~such securities~~and orless ~~other~~than ~~transactions~~KRW 300 ~~involving~~billion, ~~foreign~~and ~~exchange~~26.4% ~~Although~~(inclusive ~~investors~~of ~~will~~local ~~hold~~corporate ~~shares~~taxes) offor ~~our~~taxable ~~common~~income ~~stock,~~exceeding ~~Faning~~KRW ~~Korea,LLC may~~300 ~~experience~~billion. ~~adverse~~Taxable ~~risks~~income ~~and~~would ininclude any ~~turn~~worldwide ~~could~~income, ~~adversely~~such ~~impact~~as ~~our~~dividends ~~business,~~we ~~prospects,~~receive ~~financial~~from ~~condition,~~our Korean operating company and ~~results~~any interest income earned outside of ~~operations~~Korea. ~~and~~If ~~could~~we ~~lead~~are required to apay ~~decline~~Korean incorporate ~~the~~income ~~price~~tax, ~~per~~it ~~share~~may ofreduce our ~~common~~cash ~~stock~~flow and negatively impact the returns to investors.

InIf we ~~addition, under Korean law, there~~ are ~~circumstances in~~deemed ~~which~~to ~~certain~~have ~~executive officers of~~ a ~~company~~“permanent ~~may~~establishment” bein ~~investigated or held criminally liable either directly or vicariously for the actions of the company and its executives and employees. For example~~Korea, ~~complaints~~we ~~alleging~~will ~~infringement~~be ofsubject ~~intellectual~~to ~~property rights, breaches of certain~~ Korean ~~laws (e.g., labor standards laws and fair trade laws), and product-related claims may be investigated and prosecuted~~corporate asincome ~~criminal~~tax ~~offenses~~ with ~~both~~regards ~~the~~to ~~company~~any ~~and~~Korean ~~the~~source ~~company’s~~income ~~executive~~attributable ~~officers~~to ~~being~~or ~~named~~effectively asconnected ~~defendants~~with in such ~~proceedings.~~permanent ~~These risks change over time~~establishment.

AsIf we are deemed to have a ~~result~~“permanent ofestablishment” ~~these~~as ~~current~~defined ~~and~~under ~~changing~~Korean ~~risks, Faning~~tax ~~Korea~~law,~~LLC’s~~ ~~executive~~we ~~officers~~would ~~may~~ be ~~named~~required into file annual corporate income tax returns with the ~~future~~Korean intax ~~criminal~~office ~~investigations~~and orbe ~~proceedings~~subject ~~stemming~~to ~~from~~Korean ~~our~~corporate ~~operations~~income tax. In ~~Korea,~~The ~~company~~applicable ~~executive~~rates ~~officers~~are ~~being~~9.9% ~~named~~(inclusive of inlocal ~~such~~corporate ~~investigations~~taxes) orfor ~~proceedings~~taxable isincome aup ~~common~~to ~~occurrence~~KRW 200 million, ~~even~~20.9% ~~though~~(inclusive inof ~~practice~~local corporate taxes) for taxable income exceeding ~~many~~KRW ~~such~~200 ~~cases~~million ~~result~~and inless nothan ~~liability~~KRW to20 ~~the~~billion, ~~individual~~23.1% If(inclusive ~~Faning~~of ~~Korea,LLC’s~~local ~~executive~~corporate ~~officers~~taxes) ~~were~~for totaxable beincome ~~named~~exceeding inKRW ~~such~~20 ~~criminal~~billion ~~proceedings~~and orless ~~held~~than ~~either~~KRW ~~directly~~300 orbillion, ~~vicariously~~and ~~criminally~~26.4% ~~liable~~(inclusive of local corporate taxes) for ~~the~~taxable ~~actions~~income ofexceeding ~~the~~KRW ~~company~~300 ~~and~~billion. ~~its~~Taxable ~~executives~~income includes ~~and~~any ~~employees~~Korean source income attributable to or effectively connected with such permanent establishment, such as dividends we receive from our ~~business,~~Korean ~~financial~~operating ~~condition,~~company. ~~and~~If ~~results~~we ofare ~~operations~~required to pay Korean corporate income tax, it may bereduce ~~harmed~~our cash flow and negatively impact the returns to investors.

~~Faning Korea,LLC’s transactions with its subsidiaries and affiliates may be restricted under Korean fair trade regulations.~~25

~~Faning Korea,LLC enters into business relationships~~A ~~and~~focus ~~transactions~~on ~~with~~regulating ~~its~~copyright ~~subsidiaries~~ and ~~affiliates,~~patent ~~which~~infringement ~~are subject to scrutiny~~ by the Korean ~~Fair~~government ~~Trade~~subjects ~~Commission~~us ~~(“KFTC”) as~~ to, ~~among~~extra ~~other~~scrutiny ~~things,~~in ~~whether~~our ~~such~~operations ~~relationships~~ and ~~transactions constitute undue financial support among companies in the same~~could ~~business~~subject ~~group.~~us ~~If,~~to ~~in the future~~sanctions, ~~the KFTC determines that Faning Koera~~fines,~~LLC~~ ~~has engaged in transactions that violate the fair trade laws and regulations, it may be subject to an administrative and/~~or ~~criminal fine, surcharge or~~ other ~~actions~~penalties, which ~~may~~could ~~have~~adversely anaffect ~~adverse effect on~~ our business, ~~financial condition,~~ and ~~results~~operations ofin ~~operations~~Korea.

24The Korean government has recently focused on addressing copyright and patent infringement in Korea, particularly with respect to luxury and brand name merchandise. Despite measures we have taken to address copyright and patent infringement, the Korean government may subject us to sanctions, fines, or other penalties, which could adversely affect our business and operations in Korea.

Our ~~Korean subsidiary, Faning Korea, LLC,~~ business may be ~~designated~~adversely asaffected anby ~~affiliated~~developments ~~group~~that ~~under~~negatively ~~Korean~~impact ~~law, in which case~~ the ~~group~~Korean ofeconomy ~~companies~~and ~~would~~uncertainties bein ~~required~~economic toconditions that ~~make~~impact ~~certain~~spending ~~disclosures and~~patterns ~~implement~~of ~~additional~~our ~~corporate~~customers ~~governance~~in ~~requirements~~Korea.

~~Our~~We have ~~Korean~~historically ~~subsidiary,~~generated ~~Faning~~a ~~Korea,~~substantial ~~LLC are~~majority ~~likely~~of toour berevenue ~~designated~~from assales ain ~~business~~Korea. ~~group~~Our ~~subject~~future toperformance ~~disclosure~~will ~~under~~depend ~~the~~in ~~Korean~~large ~~Monopoly~~part on ~~Regulation~~Korea’s ~~and~~future ~~Fair~~economic ~~Trade Act~~growth. AsAdverse ~~described in~~developments ~~greater detail~~ in ~~the~~Korea’s ~~section~~economy ~~titled~~as ~~“Government~~a ~~Regulation-The~~result ~~Monopoly~~of ~~Regulation~~various ~~and~~factors, ~~Fair~~including ~~Trade~~economic, political, ~~Act”~~legal, ~~such~~regulatory, aand ~~designation would~~social ~~impose~~conditions ~~additional~~in ~~corporate~~Korea ~~governance~~may ~~and~~have ~~public~~an ~~disclosure~~adverse ~~requirements~~effect on ~~this~~customer ~~group~~spending, ofwhich ~~affiliated~~may ~~companies.~~not ~~These~~allow ~~requirements~~us ~~would~~to ~~create~~achieve ~~additional~~our ~~costs~~desired ofrevenue ~~compliance~~growth. ~~and~~The ~~could~~economic ~~subject~~indicators ~~this~~in ~~group~~Korea ofin ~~affiliated~~recent ~~companies~~years tohave ~~greater~~shown ~~regulatory~~mixed ~~scrutiny~~signs of growth and ~~risk~~uncertainty. As a result, future growth of ~~penalties~~the ~~for~~Korean ~~any~~economy ~~failure~~is subject to ~~comply~~many ~~with~~factors ~~the~~beyond ~~additional~~our ~~obligations~~control, ~~imposed~~including developments in the global economy.

~~Faning~~The Korean ~~Korea~~economy is closely tied to, ~~LLC~~and is ~~subject~~affected toby ~~certain~~developments in, the global economy. In recent years, adverse conditions and volatility ~~requirements~~in the worldwide financial markets and ~~restrictions~~fluctuations ~~under~~in ~~Korean~~oil ~~law~~and ~~that~~commodity prices have contributed to the uncertainty of global economic prospects in general and have adversely affected, and may continue to adversely affect, the Korean economy. Due to liquidity and credit concerns and volatility in ~~certain~~the ~~circumstances~~global financial markets, ~~require~~the itvalue of the Korean Won relative to ~~act~~the U.S. dollar and other foreign currencies and the stock prices of Korean companies have fluctuated significantly in arecent ~~manner~~years. ~~that~~Further declines in the Korea Composite Stock Price Index, and large amounts of sales of Korean securities by foreign investors and subsequent repatriation of the proceeds of such sales may ~~not~~adversely beaffect the value of the Won, the foreign currency reserves held by financial institutions in ~~our~~Korea, and the ability of Korean companies to raise capital. Any future deterioration of the Korean economy or the global economy could adversely affect our business, ~~stockholders’~~financial ~~best~~condition, ~~interest~~and results of operations.

~~Under applicable Korean law, directors of a Korean~~New ~~company,~~legislative ~~such~~proposals asmay ~~Faning~~expose Korea,LLC, owe a fiduciary duty to the company itself rather than to its stockholders. This fiduciary duty obligates directors of a Korean company to perform their duties faithfully for the good of the company as a whole. As a result, if circumstances arise in which the good of Faning Korea, LLC conflicts with the good of Global Interactive Technologies, Inc or our ~~stockholders,~~business ~~Faning Korea, LLC may not be permitted under applicable Korean law~~ to ~~act~~additional inrisks afrom ~~manner that is in the best interest of Global Interactive Technologies~~litigation, ~~Inc,~~ ~~as its parent~~regulation, ~~or our stockholders. For example, providing guarantees or collateral by Faning Korea, LLC in favor of Global Interactive Technologies, Inc, as its parent, without a justifiable cause~~ and ongovernment ~~other than arm’s length terms may cause breach of a fiduciary duty of directors to Faning Korea, LLC~~investigations.

~~Approval by the board of directors of a Korean~~We ~~company~~are issubject ~~required~~to ~~for,~~changing ~~among~~laws ~~other things, all transactions between a director or major stockholder (including a 10% or more stockholder)~~ and ~~the~~regulations ~~company~~everywhere ~~for the director’s or the major stockholder’s account. As a result, intercompany transactions between us and Faning Korea, LLC (or any other Korean subsidiary~~ we ~~may~~do ~~own~~business, ~~from~~including ~~time to time), could arise~~ in the future in which the directors of the Korean subsidiary are not able to act in ours or our stockholders’ best interest as a result of competing interests of the subsidiary. Since substantially all of our operations are conducted by Faning Korea~~, LLC, any such occurrence with respect to Faning Korea, LLC could adversely affect our business, financial condition, and results of operations~~.

~~Faning~~Previously, punitive or exemplary damages have been available in Korea, ~~LLC’s~~only ~~transactions~~in ~~with~~specific business fields. The proposed legislation would broaden the ~~related~~potential ~~parties~~availability ~~are~~of ~~subject~~such damages. Similarly, the proposal relating to ~~close~~class ~~scrutiny~~actions bywould ~~the~~make ~~Korean~~such ~~tax~~litigation ~~authorities~~applicable to a broader scope of cases, ~~which~~would ~~may~~allow ~~result~~for a Korean style discovery process, jury trials in ~~adverse~~many ~~tax~~cases, ~~consequences~~and would apply to claims whose cause arose before the bill’s enactment.

~~Under~~South ~~Korean tax law, there is an inherent risk that Faning~~ Korea, ~~LLC’s~~continues ~~transactions~~to ~~with~~strengthen ~~its~~regulations ~~subsidiaries,~~relating ~~affiliates or any other person or company that is related~~ to usonline ~~may be challenged by the Korean tax authorities if such transactions are viewed as having been made on terms that were not on an~~platform ~~arm’s-length~~operators, ~~basis.~~digital Ifcommerce, ~~the~~consumer ~~Korean tax authorities determine that any of its transactions with related parties were on other than arm’s-length terms~~protection, itand ~~may~~fair ~~not~~trade bepractices. ~~permitted~~Changes toin ~~deduct~~applicable aslaws ~~expenses,~~and orregulations may beincrease ~~required to include as taxable income, any amount which~~compliance isobligations ~~found~~and tooperational becosts ~~undue~~for ~~financial~~online ~~support~~platform ~~between related parties in such transaction~~businesses, ~~which~~including ~~may~~social ~~have~~media ~~adverse tax consequences for us~~ and~~, in~~ ~~turn,~~digital ~~may~~community ~~adversely~~platforms ~~affect~~such ~~our~~as ~~business, financial condition, and results of operations~~ours.

IfAlso, on weJanuary ~~are~~8, ~~deemed~~2021, tothe ~~have~~main session of the Korean National Assembly passed a draft Bill on Punishment for Serious Accidents, etc. (the “~~place~~Serious ofAccidents ~~effective management~~Act”), inwhich ~~Korea~~came into effect January 27, we2022. ~~will~~The beSerious ~~treated~~Accidents asAct aimposes ~~Korean~~enhanced ~~company~~liability (including criminal liability) on businesses, managers, and individuals who are responsible for causing loss of life by failing to fulfill duties relating to workplace safety and health or risk prevention. The Serious Accidents Act provides the ~~purpose~~potential for criminal punishment, public disclosure of ~~Korean~~punishment, ~~corporate~~and ~~income~~monetary ~~tax~~damages, ~~with~~including ~~regards~~punitive damages up to ~~our~~five ~~worldwide~~times ~~income~~the actual damages suffered. The Serious Accidents Act extends potential liability to a wider group of persons than under existing law, including those who oversee safety and health matters for the business concerned and also general managers of the business.

~~Under the Corporate Tax Act (“CTA”),~~These asare ~~amended~~just onsome ~~August 17,~~examples ~~2021, a corporation having a “place~~ of ~~effective~~how ~~management”~~our inbusiness ~~Korea~~could ~~will~~ be ~~treated~~affected asby achanging ~~Korean company for the purposes of Korean corporate income tax~~regulations. ~~However,~~If ~~the~~these ~~CTA~~proposals ~~does~~are ~~not~~enacted ~~clearly~~and ~~define what constitutes “place of effective~~implemented, ~~management”~~our ~~and~~Korean subsidiary, toFANING ~~date~~KOREA, ~~there~~LLC ~~has~~could ~~not~~face ~~been~~substantial ~~any~~costs ~~court~~and ~~precedent. If we are deemed to have a “place of effective~~ management~~” in~~ ~~Korea,~~could ~~we will~~ be required to ~~file~~spend ~~annual~~significant ~~corporate~~time ~~income tax returns with the Korean tax authorities~~ and ~~be subject to Korean corporate~~ ~~income~~attention ~~tax.~~on ~~Currently,~~these ~~the applicable rates are 9.9% (inclusive of local corporate taxes) for taxable income up to 200 million Korean Won~~matters, ~~23.1%~~which ~~(inclusive~~would ofdivert ~~local~~our ~~corporate~~focus ~~taxes)~~from ~~for~~our ~~taxable~~core ~~income exceeding 200 million Korean Won and less than 20 billion Korean Won, 24~~business.2% ~~(inclusive~~This ofcould ~~local~~adversely ~~corporate~~affect ~~taxes)~~our ~~for taxable income greater than 20 billion won and less than 300 billion Korean Won~~business, ~~and 26.4% (inclusive of local corporate tax) for taxable income greater than 300 billion Korean Won. Taxable income would~~financial ~~include any worldwide income~~condition, ~~such as dividends we receive from our Korean operating company~~ and ~~any~~results ~~interest income earned outside~~ of ~~Korea.~~ ~~If we are required to pay Korean corporate income tax, it may reduce our cash flow and negatively impact the returns to investors~~operations.

25As FANING KOREA, LLC is incorporated in Korea, it may be more difficult to enforce judgments obtained in courts outside Korea.

IfOur operations weare primarily conducted outside of the United States. In addition, all of our directors and officers are ~~deemed~~non-residents toof the ~~have~~United States, and all or a ~~“permanent establishment”~~substantial inportion ~~Korea~~of the assets of these non-residents are located outside the United States. As a result, weit ~~will~~may be ~~subject~~difficult or impossible for U.S. investors to ~~Korean~~serve ~~corporate~~process ~~income~~within ~~tax~~the ~~with~~United ~~regards~~States toupon ~~any~~us, ~~Korean~~our ~~source~~subsidiaries ~~income~~or our ~~attributable~~directors and officers or to enforce a judgment against us for civil liabilities in U.S. courts. In addition, you should not assume that courts in the countries in which we or ~~effectively~~our ~~connected~~subsidiaries ~~with~~are ~~such~~incorporated ~~permanent~~or ~~establishment~~where our or the assets of our subsidiaries are located (1) would enforce judgments of U.S. courts obtained in actions against us or our subsidiaries based upon the civil liability provisions of applicable U.S. federal and state securities laws or (2) would enforce, in original actions, liabilities against us or our subsidiaries based on those laws.

If we are deemed to have a “permanent establishment” as defined under Korean tax law, we would be required to file annual corporate income tax returns with the Korean tax office and be subject to Korean corporate income tax. The applicable rates are 9.9% (inclusive of local corporate taxes) for taxable income up to 200 million Korean Won, 20.9% (inclusive of local corporate taxes) for taxable income exceeding 200 million Korean Won and less than 20 billion Korean Won, 23.1% (inclusive of local corporate taxes) for taxable income greater than 20 billion won and less than 300 billion Korean Won, and 26.4% (inclusive of local corporate tax) for taxable income greater than 300 billion Korean Won. Taxable income includes any Korean source income attributable to or effectively connected with such permanent establishment, such as dividends we receive from our Korean operating company. If we are required to pay Korean corporate income tax, it may reduce our cash flow and negatively impact the returns to investors.

~~A focus on regulating copyright and patent~~RISKS ~~infringement~~RELATED byTO ~~the~~OUR ~~Korean government subjects us to extra scrutiny in our operations and could subject us to sanctions, fines, or other penalties, which could adversely affect our business and operations in Korea.~~TECHNOLOGY

~~The Korean government has recently focused on~~Technology ~~addressing~~changes ~~copyright~~rapidly ~~and patent infringement~~ in ~~Korea,~~our ~~particularly~~business ~~with respect to luxury~~ and ~~brand~~if ~~name merchandise. Despite measures~~ we ~~have~~fail ~~taken~~ to ~~address~~anticipate ~~copyright~~or ~~and~~successfully ~~patent~~implement ~~infringement,~~new ~~the~~technologies ~~Korean~~or ~~government~~adopt ~~may~~new ~~subject~~business ~~us to sanctions~~strategies, technologies ~~fines,~~ or ~~other penalties~~methods, ~~which~~ ~~could~~the ~~adversely~~quality ~~affect~~and ~~our~~competitiveness ~~business~~of ~~and~~our ~~operations~~service inofferings ~~Korea~~may suffer.

~~Our~~Technology changes rapidly in the social media market which requires us to anticipate which technologies we must develop, implement and take advantage of in order to remain competitive. We have invested, and in the future may invest, in new business strategies including technologies and products. Such endeavors may involve significant risks and uncertainties, and no assurance can be given that the technology we choose to adopt and the features that we pursue will be successful. If we do not successfully implement these new technologies, our reputation may be materially adversely affected byand our ~~developments~~financial ~~that~~condition ~~negatively~~and ~~impact~~operating ~~the~~results ~~Korean~~may ~~economy~~be ~~and~~impacted. ~~uncertainties~~We inalso ~~economic~~may ~~conditions~~miss ~~that~~opportunities ~~impact~~to ~~spending~~adopt ~~patterns~~technology, ofor develop new technologies, which could adversely affect our ~~customers~~financial results. It may take significant time and resources to shift our focus to innew ~~Korea~~technologies, putting us at a competitive disadvantage.

~~We have historically generated a substantial majority~~There ofmay ~~our~~be ~~revenue~~losses ~~from~~or ~~sales~~unauthorized inaccess ~~Korea.~~to ~~Our~~or ~~future~~releases ~~performance will depend in large part on Korea’s future economic growth. Adverse developments in Korea’s economy as a result~~ of ~~various~~confidential ~~factors~~information, including ~~economic,~~personally ~~political,~~identifiable ~~legal,~~information ~~regulatory~~(“PII”), ~~and social conditions~~ inthat ~~Korea~~could ~~may~~subject ~~have~~the anCompany ~~adverse effect on customer spending, which may not allow us~~ to ~~achieve~~significant ~~our desired revenue growth. The economic indicators in Korea in recent years have shown mixed signs of growth and uncertainty~~reputational, ~~and in 2020~~financial, ~~the~~legal ~~Korean~~ and ~~global~~operational ~~economies were affected as a result of the COVID-19 pandemic~~consequences. ~~As a result, future growth of the Korean economy is subject to many factors beyond our control, including developments in the global economy.~~

The Company’s ~~Korean~~business ~~economy~~requires isit ~~closely tied~~ to, ~~and~~use ~~is affected by developments in, the global economy. In recent years, adverse conditions~~ and ~~volatility~~store inconfidential ~~the~~information ~~worldwide financial markets~~including, ~~fluctuations~~ inamong ~~oil~~other ~~and commodity prices~~things, ~~and the COVID-19 pandemic~~PII, ~~have~~with ~~contributed~~respect to the ~~uncertainty of global economic prospects~~ inCompany’s ~~general~~customers and ~~have~~employees. ~~adversely~~The ~~affected,~~Company ~~and~~devotes ~~may~~significant ~~continue~~resources to ~~adversely~~network ~~affect, the Korean economy. Due to liquidity~~ and ~~credit~~data ~~concerns and~~security, ~~volatility~~including inthrough the use ~~global financial markets, the value~~ of ~~the~~encryption ~~Korean Won relative to the U.S. dollar~~ and other ~~foreign~~security ~~currencies and~~measures ~~the~~intended ~~stock~~to ~~prices~~protect ofits ~~Korean~~systems ~~companies~~and ~~have fluctuated significantly in recent years~~data. ~~Further declines in the Korea Composite Stock Price Index~~However, ~~and~~these ~~large~~measures ~~amounts~~cannot ofprovide ~~sales of Korean securities by foreign investors and subsequent repatriation of the proceeds of such~~absolute ~~sales may adversely affect the value of the Won~~security, ~~the foreign currency reserves held by financial institutions in Korea,~~ and ~~the~~losses ~~ability of~~or ~~Korean~~unauthorized ~~companies~~access to ~~raise~~or ~~capital.~~releases ~~Any future deterioration~~ of ~~the~~confidential ~~Korean~~information ~~economy~~occur orand ~~the global economy~~ could materially adversely affect ~~our~~the ~~business~~Company’s reputation, financial condition, and ~~results~~operating ~~of operations~~results.

26The Company’s business also requires it to share confidential information with suppliers and other third parties. Although the Company takes steps to secure confidential information that is provided to third parties, such measures are not always effective and losses or unauthorized access to or releases of confidential information occur and could materially adversely affect the Company’s reputation, financial condition and operating results.

~~New~~For example, ~~legislative~~the ~~proposals~~Company may ~~expose~~experience a security breach impacting the Company’s information technology systems, which, for the avoidance ~~our~~of ~~business~~doubt, includes the Company’s separate FP database, that compromises the confidentiality, integrity or availability of confidential information. Such an incident could, among other things, impair the Company’s ability to ~~additional~~attract ~~risks~~and ~~from~~retain ~~litigation~~customers for its products and services, ~~regulation~~impact the Company’s stock price, materially damage supplier relationships, and expose the Company to litigation or government investigations, which could result in penalties, fines or judgments against the Company.

WeThe Company ~~are~~has ~~subject~~implemented tosystems ~~changing laws~~ and ~~regulations everywhere~~processes weintended doto ~~business,~~secure ~~including~~its ininformation ~~Korea.~~technology ~~For~~systems ~~example,~~and onprevent ~~September 28,~~unauthorized ~~2020,~~access ~~the~~to or ~~Korean~~loss ~~Ministry~~ of ~~Justice~~sensitive ~~announced~~data, ~~(i) a proposed~~including ~~amendment~~through to the ~~Korean~~use ~~Commercial~~of ~~Code~~encryption toand ~~adopt~~authentication atechnologies. ~~punitive~~As ~~damages~~with ~~system~~all ~~that~~companies, ~~would~~these ~~apply~~security measures ~~generally~~may tonot ~~all~~be ~~areas~~sufficient offor ~~business,~~ all eventualities and ~~(ii) a~~may ~~proposed~~be ~~bill~~vulnerable to ~~introduce~~hacking, aemployee ~~class~~error, ~~action~~malfeasance, ~~litigation~~ system inerror, ~~Korea~~faulty password management or other irregularities.

~~Previously,~~In addition ~~punitive~~to orthe ~~exemplary~~risks ~~damages~~relating ~~have been~~to ~~available~~general inconfidential ~~Korea~~information ~~only~~described inabove, the Company is also subject to specific ~~business~~obligations relating ~~fields~~to payment card data. ~~The~~Under ~~proposed~~payment ~~legislation~~card ~~would~~rules ~~broaden~~and ~~the~~obligations, ~~potential~~if ~~availability~~cardholder ofinformation ~~such~~is ~~damages. Similarly~~potentially compromised, the ~~proposal~~Company could ~~relating~~be toliable ~~class~~for ~~actions~~associated ~~would~~investigatory ~~make~~expenses ~~such~~and ~~litigation~~could ~~applicable~~also incur significant fees or fines if the Company fails to afollow ~~broader~~payment card ~~scope~~industry ofdata ~~cases,~~security ~~would~~standards. ~~allow~~The ~~for~~Company could also experience a significant increase in payment card transaction costs or ~~Korean~~lose ~~style~~the ~~discovery~~ability to process, ~~jury~~payment ~~trials~~cards inif ~~many~~it ~~cases,~~fails ~~and~~to ~~would~~follow ~~apply~~payment tocard ~~claims~~industry ~~whose~~data ~~cause~~security ~~arose~~standards, ~~before~~which would materially adversely affect the ~~bill~~Company’s ~~enactment~~reputation, financial condition and operating results.

~~Additionally, on September 28, 2020, the~~While ~~KFTC introduced a proposed bill entitled~~ the ~~“Fair~~Company ~~Online~~maintains ~~Platform~~insurance ~~Intermediary~~coverage ~~Transactions~~that ~~Act.” This proposed act~~ is intended to ~~augment~~address ~~the~~certain ~~existing~~aspects ~~legal~~of ~~framework~~data ~~under~~security ~~the~~risks, ~~Monopoly~~such ~~Regulation~~insurance ~~and~~coverage may ~~Fair~~be ~~Trade~~insufficient ~~Act of Korea~~ to ~~regulate~~cover ~~competition~~all ~~and fairness~~losses ~~issues~~or ~~arising~~all intypes ~~the business~~ of ~~online~~claims ~~platforms.~~that ~~This~~may ~~proposed act would enhance liability of online platform operators to merchants, suppliers, and customers~~arise.

Also, on January 8, 2021, the main session of the Korean National Assembly passed a draft Bill on Punishment for Serious Accidents, etc. (the “Serious Accidents Act”), which came into effect January 27, 2022. The Serious Accidents Act imposes enhanced liability (including criminal liability) on businesses, managers, and individuals who are responsible for causing loss of life by failing to fulfill duties relating to workplace safety and health or risk prevention. The Serious Accidents Act provides the potential for criminal punishment, public disclosure of punishment, and monetary damages, including punitive damages up to five times the actual damages suffered. The Serious Accidents Act extends potential liability to a wider group of persons than under existing law, including those who oversee safety and health matters for the business concerned and also general managers of the business.

~~These~~We use ~~are~~third-party ~~just~~services ~~some~~and ~~examples~~technologies ofin ~~how~~connection with our business ~~could~~, beand ~~affected~~any bydisruption ~~changing~~to ~~regulations.~~the Ifprovision of these ~~proposals~~services ~~are enacted~~ and ~~implemented, our Korean subsidiary, Faning Korea, LLC, could~~ ~~face~~technologies ~~substantial~~to ~~costs~~us ~~and management~~ could beresult ~~required~~in tonegative ~~spend~~publicity ~~significant time~~ and ~~attention~~a onslowdown ~~these~~in ~~matters,~~the ~~which~~growth ~~would~~of ~~divert~~ our ~~focus~~ ~~from~~users, ~~our~~which ~~core~~could ~~business.~~materially ~~This~~and ~~could~~ adversely affect our business, financial condition, and results of operations.

AsOur business ~~Faning~~partially ~~Korea~~depends on services provided by, ~~LLC~~and isrelationships ~~incorporated~~with, invarious third parties, including cloud hosting and broadband ~~Korea~~providers, itamong ~~may~~others. To this end, when our cloud hosting and broadband vendors experience outages, our services offered through Faning and related applications will be ~~more~~negatively ~~difficult~~impacted and alternative resources will not be immediately available. We exercise no control over the third-party vendors that we rely upon for cloud hosting, broadband and software service. If such third parties increase their prices, fail to ~~enforce~~provide ~~judgments~~their ~~obtained~~services ineffectively, ~~courts~~terminate ~~outside~~their ~~Korea~~service or agreements or discontinue their relationships with us, we could suffer service interruptions, reduced revenues or increased costs, any of which may have a material adverse effect on our business, financial condition and results of operations.

~~Our operations are primarily conducted outside~~Growth of ~~the United States. In addition, all of~~ our ~~directors~~client ~~and~~base ~~officers~~depends ~~are~~upon ~~non-residents~~effective ofinteroperability ~~the~~with ~~United States,~~mobile ~~and~~operating ~~all or a substantial portion of the assets of these non-residents are located outside the United States. As a result~~systems, ~~it may be difficult or impossible for U.S. investors to serve process within the United States upon us~~networks, ~~our~~mobile ~~subsidiaries~~devices ~~or our directors~~ and ~~officers~~standards ~~or to enforce a judgment against us for civil liabilities in U.S. courts. In addition, you should not assume~~ that ~~courts in the countries in which~~ we ordo ~~our~~not ~~subsidiaries are incorporated or where our or the assets of our subsidiaries are located (1) would enforce judgments of U~~control.S. courts obtained in actions against us or our subsidiaries based upon the civil liability provisions of applicable U.S. federal and state securities laws or (2) would enforce, in original actions, liabilities against us or our subsidiaries based on those laws.

27We are dependent on the interoperability of our services with popular mobile devices and mobile operating systems that we do not control, such as Android and iOS. Any changes in such mobile operating systems or devices that degrade the functionality of our services or give preferential treatment to competitive services could adversely affect usage of our services. In order to deliver high quality services, it is important that our services work well across a range of mobile operating systems, networks, mobile devices and standards that we do not control. We may not be successful in developing relationships with key participants in the mobile industry or in developing services that operate effectively with these operating systems, networks, devices and standards. In the event that it is difficult for our users to access and use our services, particularly on their mobile devices, our user growth and user engagement could be harmed, and our business and operating results could be adversely affected.

~~RISKS~~Security breaches, ~~RELATED~~improper TOaccess ~~OUR~~to ~~TECHNOLOGY~~or disclosure of our data or user data, other hacking and phishing attacks on our systems, or other cyber incidents could harm our reputation and adversely affect our business.

~~Technology~~Our industry ~~changes~~is ~~rapidly~~prone to cyber-attacks by third parties seeking unauthorized access to our data or users’ data or to disrupt our ability to provide service. Our products and services involve the collection, storage, processing, and transmission of a large amount of data, including FP stored in the Company’s separate FP database. Any failure to prevent or mitigate security breaches and improper access to or disclosure of our data or user data, including personal information, content, or payment information from users, or information from marketers, could result in the loss, modification, disclosure, destruction, or other misuse of such data, including FP stored in the Company’s separate FP database, which could harm our business and reputation and diminish our competitive position. In addition, computer malware, viruses, social engineering (predominantly spear phishing attacks), scraping, and ifgeneral hacking have become more prevalent in our industry, have occurred on our systems in the past, and will occur on our systems in the future. Our efforts to protect our company data or the information we ~~fail~~receive, and to ~~anticipate~~disable undesirable activities on our platform, may also be unsuccessful due to software bugs or ~~successfully~~other ~~implement~~technical ~~new~~malfunctions; ~~technologies~~employee, contractor, or ~~adopt~~vendor ~~new~~error ~~business~~or ~~strategies~~malfeasance, ~~technologies~~including defects or ~~methods~~vulnerabilities in our vendors’ information technology systems or offerings; government surveillance; breaches of physical security of our facilities or technical infrastructure; or other threats that evolve. In addition, ~~the~~third parties may attempt to fraudulently induce employees or ~~quality~~users to disclose information in order to gain access to our data or our users’ data. Cyber-attacks continue to evolve in sophistication and ~~competitiveness~~volume, and inherently may be difficult to detect for long periods of time. Although we have developed systems and processes that are designed to protect our ~~service~~data ~~offerings~~and ~~may~~user ~~suffer~~data, to prevent data loss, to disable undesirable accounts and activities on our platform, and to prevent or detect security breaches, we cannot assure you that such measures will provide absolute security, that we will be able to react in a timely manner, or that our remediation efforts will be successful.

~~Technology~~We may ~~changes~~experience ~~rapidly~~such incyber-attacks ~~the~~and ~~social~~other ~~media market~~security ~~which~~incidents ~~requires~~of usvarying todegrees ~~anticipate~~from ~~which~~time ~~technologies~~to ~~we must develop~~time, ~~implement~~ and ~~take~~we ~~advantage~~may ofincur significant costs in ~~order~~protecting toagainst ~~remain~~or ~~competitive~~remediating such incidents. We ~~have~~In ~~invested~~addition, ~~and~~we inare ~~the~~subject ~~future~~to ~~may~~a ~~invest,~~variety inof ~~new~~laws ~~business~~and ~~strategies~~regulations ~~including~~in ~~technologies,~~the ~~products,~~United States and toabroad ~~continue~~relating to ~~persistently deliver~~cybersecurity ~~the~~and ~~best~~data ~~product~~protection. ~~Such~~As ~~endeavours~~a ~~may~~result, ~~involve~~affected ~~significant~~users ~~risks~~or ~~and~~government ~~uncertainties,~~authorities ~~and~~could noinitiate ~~assurance~~legal or ~~can~~regulatory beactions ~~given~~against ~~that~~us ~~the~~in ~~technology we~~connection ~~choose~~with toany ~~adopt~~actual ~~and~~or ~~the~~perceived ~~features~~security ~~that~~breaches weor ~~pursue~~improper ~~will~~access beto ~~successful.~~or Ifdisclosure weof data, dowhich ~~not~~could ~~successfully~~cause ~~implement~~us ~~these~~to ~~new~~incur ~~technologies,~~significant ~~our reputation~~expense ~~may~~and beliability ~~materially~~or ~~adversely~~result ~~affected~~in ~~and~~orders ~~our~~or ~~financial~~consent ~~condition~~decrees ~~and~~forcing ~~operating~~us ~~results~~to ~~may~~modify beour business ~~impacted~~practices. WeSuch ~~also~~incidents ~~may~~or ~~miss~~our ~~opportunities~~ efforts to ~~adopt~~remediate ~~technology,~~such orincidents ~~develop~~may ~~new~~also ~~technologies,~~result ~~which~~in ~~could~~a ~~adversely~~decline ~~affect~~in our ~~financial~~active ~~results.~~users Itbase ~~may~~or engagement ~~take~~levels. ~~significant~~Any ~~time~~of ~~and resources~~these toevents ~~shift~~could ~~our~~have ~~focus~~a tomaterial ~~new~~and ~~technologies,~~adverse ~~putting~~effect uson atour abusiness, ~~competitive~~reputation, ~~disadvantage~~or financial results.

There may be losses or unauthorized access to or releases of confidential information, including personally identifiable information (“PII”), that could subject the Company to significant reputational, financial, legal and operational consequences.28

~~The Company’s business requires it to use~~We ~~and~~anticipate ~~store~~that ~~confidential~~our ~~information~~ongoing ~~including,~~efforts ~~among~~related ~~other~~to ~~things~~privacy, ~~PII~~safety, ~~with respect to the Company’s customers and employees. The Company devotes significant resources to network and data~~ security, ~~including through the use of encryption~~ and ~~other~~content ~~security~~review ~~measures intended~~will toidentify ~~protect~~instances ~~its~~of ~~systems~~misuse ~~and~~of user data. ~~However, these measures cannot provide absolute security, and losses~~ or ~~unauthorized~~other ~~access to~~undesirable oractivity ~~releases~~by ofthird ~~confidential~~parties ~~information~~on ~~occur~~our ~~and could materially adversely affect the Company’s reputation, financial condition and operating results~~platform.

~~The~~In addition ~~Company’s~~to ~~business~~our ~~also~~efforts ~~requires~~to itmitigate cybersecurity risks, we are making significant investments in privacy, safety, security, and content review efforts to ~~share~~combat ~~confidential~~misuse ~~information~~of ~~with~~our ~~suppliers~~services and ~~other~~user data by third parties, including investigations and audits of platform applications. As ~~Although~~a ~~the~~result ~~Company~~of ~~takes~~these ~~steps~~efforts, towe ~~secure~~anticipate ~~confidential~~that ~~information~~we may discover incidents of misuse of user data or other undesirable activity by third ~~that~~parties. isWe ~~provided~~may not discover all such incidents or activity, whether as a result of our data or technical limitations, including our lack of visibility over our encrypted services, the scale of activity on our platform, the allocation of resources to ~~third~~other ~~parties~~projects, or other factors, and we may be notified of such ~~measures~~incidents ~~are~~or ~~not~~activity ~~always~~by ~~effective~~the media or other third parties. Such incidents and ~~losses~~activities may, in the future, include the use of user data or ~~unauthorized~~our ~~access~~systems in a manner inconsistent with our terms, contracts or policies, the existence of false or undesirable user accounts, improper advertising practices, activities that threaten people’s safety on- or offline, or instances of spamming, scraping, data harvesting, unsecured datasets, or spreading misinformation. We may also be unsuccessful in our efforts to enforce our policies or ~~releases~~otherwise remediate any such incidents. Any of ~~confidential~~the foregoing developments may negatively affect ~~information~~user ~~occur~~trust and ~~could~~engagement, ~~materially~~harm our reputation and brands, require us to change our business practices in a manner adverse to our business, and adversely affect ~~the~~our ~~Company~~business and financial results. Any such developments may also subject us to litigation and regulatory inquiries, which could subject us to monetary penalties and damages, divert management’s ~~reputation,~~time ~~financial~~and ~~condition~~attention, and ~~operating~~lead ~~results~~to enhanced regulatory oversight.

~~For example, the Company may experience a security~~Our ~~breach~~products ~~impacting~~and ~~the~~internal ~~Company’s information technology~~ systems, ~~which,~~rely ~~for~~on ~~the~~software ~~avoidance~~and ofhardware ~~doubt, includes the Company’s separate FP database,~~ that ~~compromises~~is ~~the~~highly ~~confidentiality~~technical, ~~integrity~~and orany ~~availability of confidential information. Such an incident could~~errors, ~~among other things~~bugs, ~~impair~~or ~~the~~vulnerabilities ~~Company’s~~in ~~ability to attract and retain customers for its products and services, impact the Company’s~~these ~~stock price~~systems, ~~materially~~or ~~damage~~failures ~~supplier relationships, and expose the Company~~ to ~~litigation~~address or ~~government~~mitigate ~~investigations,~~technical ~~which~~limitations ~~could result~~ in ~~penalties~~our systems, ~~fines~~could oradversely ~~judgments~~affect ~~against~~our ~~the Company~~business.

~~The~~Our products ~~Company~~and ~~has~~internal ~~implemented~~ systems rely on software and ~~processes~~hardware, including software and hardware developed or maintained internally ~~intended~~and/or toby ~~secure~~third ~~its~~parties, ~~information~~that ~~technology~~is highly technical and complex. In addition, our products and internal systems depend on the ability of such software and ~~prevent~~hardware ~~unauthorized~~to ~~access~~store, retrieve, process, and manage immense amounts of data. The software and hardware on which we rely may contain, and will in the future may further contain, errors, bugs, or vulnerabilities, and our systems are subject to certain technical limitations that may compromise our ability to meet our objectives. Some errors, bugs, or ~~loss~~vulnerabilities inherently ofmay ~~sensitive~~be ~~data~~difficult to detect and may only be discovered after the code has been released for external or internal use. Errors, ~~including~~bugs, ~~through~~vulnerabilities, design defects, or technical limitations within the software and hardware on which we rely have in the past led to, and may in the future lead to, outcomes including a negative experience for users and marketers who use our products, compromised ability of ~~encryption~~our ~~and~~products ~~authentication~~to ~~technologies.~~perform Asin a manner consistent with our terms, contracts, or policies, delayed product introductions or enhancements, targeting, measurement, or billing errors, compromised ability to protect the data of our users and/or our intellectual property or other data, or reductions in our ability to provide some or all ~~companies~~of our services. For example, ~~these~~we ~~security~~make ~~measures~~commitments ~~may~~to ~~not~~our users as to how their data will be ~~sufficient~~used ~~for~~within ~~all~~and ~~eventualities~~across our products, and our systems are subject to errors, bugs and technical limitations that may beprevent ~~vulnerable~~us from fulfilling these commitments reliably. In addition, any errors, bugs, vulnerabilities, or defects in our systems or the software and hardware on which we rely, failures to ~~hacking~~properly address or mitigate the technical limitations in our systems, ~~employee~~or ~~error~~associated degradations or interruptions of service or failures to fulfil our commitments to our users may in the future lead to outcomes including damage to our reputation, ~~malfeasance~~loss of users, ~~system~~loss ~~error~~of marketers, ~~faulty~~loss ~~password~~of ~~management~~revenue, regulatory inquiries, litigation, or liability for fines, damages, or other ~~irregularities~~remedies, any of which could adversely affect our business and financial results.

In addition to the risks relating to general confidential information described above, the Company is also subject to specific obligations relating to payment card data. Under payment card rules and obligations, if cardholder information is potentially compromised, the Company could be liable for associated investigatory expenses and could also incur significant fees or fines if the Company fails to follow payment card industry data security standards. The Company could also experience a significant increase in payment card transaction costs or lose the ability to process payment cards if it fails to follow payment card industry data security standards, which would materially adversely affect the Company’s reputation, financial condition and operating results.29

~~While the Company maintains insurance coverage~~RISKS ~~that~~RELATED isTO ~~intended~~DIGITAL ~~to address certain aspects of data security risks, such insurance coverage may be insufficient to cover all losses or all types of claims that may arise.~~ASSETS

28Regulatory changes or actions may restrict the use of digital assets in a manner that adversely affects our business, prospects or operations.

WeFP may ~~use~~be ~~third~~considered a digital asset. Although FP is not offered on a public blockchain and its value is derived primarily from its utility exclusively within its closed network community, it may also be subject to increasingly restrictive, complex and evolving U.S. and foreign laws and regulations regarding digital assets, including commodities and securities, anti-~~party~~money ~~services~~laundering and ~~technologies~~counter-terrorist financing, inmoney ~~connection~~transmission, ~~with~~consumer ~~our~~protection, ~~business~~taxation, intellectual property, property rights and ~~any~~other ~~disruption~~matters to(for the ~~provision~~purposes of this section, the “Digital Asset Laws”). Many of these ~~services~~laws and ~~technologies~~regulations are subject to uschange and uncertain interpretation, and could result in ~~negative publicity~~outright ~~and~~bans ain ~~slowdown~~certain injurisdictions, ~~the~~sanctions, ~~growth~~monetary ofpenalties, ~~our~~claims, ~~users~~increased compliance costs, ~~which~~or ~~could~~declines in ~~materially~~adoption ~~and~~that ~~adversely~~could ~~affect~~impede ~~our~~user ~~business~~growth or engagement, ~~financial~~or ~~condition~~otherwise ~~and results~~harm ofour ~~operations~~business.

~~Our~~For example, ~~business~~in ~~partially~~the ~~depends~~United States, the SEC has been particularly active in pursuing digital asset issuers for unregistered security offerings to U.S. residents. In Korea, the Financial Services Commission has banned initial coin offerings within Korea. We have not offered KDC in jurisdictions where it was be prohibited or in a manner that is prohibited. The initial public offering of KDC was conducted on ~~services~~centralized digital ~~provided~~asset exchanges that excluded subscribers from prohibited jurisdictions. Further, we conducted no public solicitation for the byoffering of KDC in the United States or South Korea. Nonetheless, ~~and~~because ~~relationships~~KDC ~~with~~is available on the public blockchain it may be possible for residents in such jurisdictions to acquire KDC in peer-to-peer transactions, ~~various~~as ~~third~~most ~~parties~~jurisdictions, including ~~cloud~~the ~~hosting~~United States and South ~~broadband providers~~Korea, ~~among~~do ~~others~~not prohibit private parties from engaging in peer-to-peer digital asset transactions. ToWith ~~this~~respect ~~end,~~to ~~when~~resales ~~our~~or secondary ~~cloud~~digital ~~hosting~~asset ~~and~~transactions, ~~broadband~~jurisdictions ~~vendors~~generally ~~experience~~regulate ~~outages,~~intermediaries ~~our~~for ~~services~~such ~~offered~~transactions ~~through~~dependent ~~FANING~~on the extent and ~~related~~nature of an intermediary’s role in a transaction. Decentralized finance (“defi”) applications ~~will~~that beare ~~negatively~~connected to ~~impacted~~the ~~and~~public ~~alternative~~blockchain ~~resources~~have ~~will~~substantially ~~not~~minimized bethe ~~immediately~~role ~~available~~of the intermediary. WeGiven ~~exercise~~the noemerging ~~control~~nature ~~over~~of such defi applications, the ~~third-~~regulatory landscape pertaining to such applications is still evolving and consequently, numerous defi applications are available to transaction parties, often irrespective of the physical location of a party ~~vendors~~and ~~that~~irrespective weof ~~rely~~the actions or inactions of the issuers ~~upon~~of such digital assets. To date, we do not monitor for ~~cloud~~such ~~hosting~~defi transactions, ~~broadband~~nor ~~and~~do ~~software~~we ~~service~~have any prospective plans to do so. IfFurthermore, given ~~such~~that ~~third~~we would never have access to the personal information of the parties ~~increase~~to ~~their~~such ~~prices~~transactions, ~~fail~~even if we had the ability to restrict ~~provide~~private ~~their~~defi ~~services~~transactions ~~effectively~~we would not have the ability to identify whether any particular transaction should be restricted under the Digital Asset Laws of any given jurisdiction or whether we would be under any obligation to endeavor to enforce such restrictions, ~~terminate~~to ~~their~~the ~~service~~extent possible. To the extent government enforcement authorities or ~~agreements~~regulators seek to enforce current or ~~discontinue~~future ~~their~~Digital ~~relationships~~Asset Laws ~~with~~against us for these transactions, we ~~could~~may ~~suffer~~be ~~service~~subject ~~interruptions~~to investigation, ~~reduced~~administrative ~~revenues~~ or ~~increased~~court ~~costs~~proceedings, ~~any~~and ofcivil ~~which~~or ~~may~~criminal monetary ~~have~~fines aand ~~material~~penalties, ~~adverse~~all ~~effect~~of onwhich ~~our~~could ~~business,~~harm ~~financial~~our ~~condition~~reputation and ~~results~~negatively ofimpact our business operations.

~~Growth~~ Regulation of ~~our~~digital ~~client~~assets ~~base~~and ~~depends~~digital ~~upon~~asset ~~effective interoperability~~exchanges ~~with~~is ~~mobile~~currently ~~operating~~undeveloped ~~systems~~and likely to evolve rapidly, ~~networks~~vary significantly among international regulatory agencies, ~~mobile~~and ~~devices~~is subject to significant uncertainty. A failure by the Company to comply with any laws, rules and ~~standards~~regulations, some ~~that~~of wewhich domay not ~~control~~exist yet or are subject to interpretation and may be subject to change, could result in a variety of adverse consequences, including civil penalties and fines imposed by governmental authorities. Under certain circumstances, such failure to comply by the Company could also result in criminal sanctions

~~We are dependent on the interoperability of our~~As ~~services~~blockchain ~~with~~networks ~~popular mobile devices~~ and ~~mobile~~digital ~~operating~~assets ~~systems~~have ~~that~~grown wein dopopularity ~~not control, such as Android~~ and ~~iOS. Any changes~~ in ~~such~~ ~~mobile~~market ~~operating~~size, ~~systems~~governments orand ~~devices~~regulatory ~~that~~agencies ~~degrade~~have ~~the~~begun ~~functionality of our services or give preferential treatment~~ to ~~competitive~~ ~~services~~take ~~could~~interest ~~adversely~~in, ~~affect~~and ~~usage~~in ofsome ~~our~~cases ~~services.~~regulate, Intheir ~~order~~use toand ~~deliver~~operation. ~~high~~To ~~quality~~the ~~services,~~extent itthat isa ~~important~~government ~~that~~or ~~our~~quasi-governmental ~~services~~agency ~~work~~exerts ~~well~~regulatory ~~across~~authority over a ~~range~~blockchain ofnetwork ~~mobile~~or ~~operating~~asset ~~systems,~~upon ~~networks,~~which ~~mobile~~our ~~devices~~business ~~and~~relies, ~~standards~~our ~~that~~business wecould dobe ~~not~~adversely ~~control~~affected. ~~We may not be successful~~Blockchain innetworks ~~developing~~currently ~~relationships~~face ~~with~~an ~~key~~uncertain ~~participants~~regulatory inlandscape ~~the mobile industry or~~ in ~~developing~~many ~~services~~jurisdictions. ~~that~~The ~~operate~~effect ~~effectively~~of ~~with~~any ~~these operating~~future ~~systems,~~legal ~~networks,~~or ~~devices~~regulatory ~~and standards. In the event that it~~ change is ~~difficult~~impossible ~~for our users~~ to ~~access~~predict, ~~and~~but ~~use~~such ~~our services~~laws, ~~particularly on~~regulations ~~their~~or ~~mobile~~directives ~~devices,~~may ~~our~~directly ~~user growth~~ and ~~user~~negatively ~~engagement~~impact ~~could be harmed, and~~ our business ~~and operating results could be adversely affected~~.

~~Security~~Governments may ~~breaches,~~in ~~improper~~the ~~access~~future tocurtail or ~~disclosure~~ ofoutlaw ~~our~~the ~~data~~acquisition, use or ~~user~~redemption ~~data~~of digital assets. Ownership of, ~~other~~holding ~~hacking~~or trading in digital assets may then be considered illegal and ~~phishing~~subject ~~attacks~~to onsanction. ~~our~~Governments ~~systems,~~may oralso ~~other~~take ~~cyber~~regulatory ~~incidents~~action ~~could~~that ~~harm~~may ~~our~~increase ~~reputation~~the cost and/or ~~adversely~~subject ~~affect~~digital ~~our~~asset ~~business~~companies to additional regulation. Judicial determinations may also have an adverse impact on the trading of digital assets.

Our industry is prone to cyber-attacks by third parties seeking unauthorized access to our data or users’ data or to disrupt our ability to provide service. Our products and services involve the collection, storage, processing, and transmission of a large amount of data, including FP stored in the Company’s separate FP database. Any failure to prevent or mitigate security breaches and improper access to or disclosure of our data or user data, including personal information, content, or payment information from users, or information from marketers, could result in the loss, modification, disclosure, destruction, or other misuse of such data, including FP stored in the Company’s separate FP database, which could harm our business and reputation and diminish our competitive position. In addition, computer malware, viruses, social engineering (predominantly spear phishing attacks), scraping, and general hacking have become more prevalent in our industry, have occurred on our systems in the past, and will occur on our systems in the future. Our efforts to protect our company data or the information we receive, and to disable undesirable activities on our platform, may also be unsuccessful due to software bugs or other technical malfunctions; employee, contractor, or vendor error or malfeasance, including defects or vulnerabilities in our vendors’ information technology systems or offerings; government surveillance; breaches of physical security of our facilities or technical infrastructure; or other threats that evolve. In addition, third parties may attempt to fraudulently induce employees or users to disclose information in order to gain access to our data or our users’ data. Cyber-attacks continue to evolve in sophistication and volume, and inherently may be difficult to detect for long periods of time. Although we have developed systems and processes that are designed to protect our data and user data, to prevent data loss, to disable undesirable accounts and activities on our platform, and to prevent or detect security breaches, we cannot assure you that such measures will provide absolute security, that we will be able to react in a timely manner, or that our remediation efforts will be successful.30

~~We may experience such cyber-attacks and other~~Users ~~security incidents~~ of ~~varying~~Faning ~~degrees from time to time, and we may incur significant costs in protecting against or remediating such incidents. In addition, we~~ are ~~subject~~issued toFP afor ~~variety~~engaging ~~of laws~~ and ~~regulations~~transacting inwithin the ~~United States~~Company’s ~~and abroad relating to cybersecurity and data protection~~ecosystem. AsFP amay ~~result,~~be ~~affected~~subject ~~users or government authorities could initiate legal or regulatory actions against us in connection with any actual or perceived security breaches or improper access~~ to ~~or disclosure of data, which could cause us to incur significant~~various ~~expense~~regulations ~~and liability or result~~ in ~~orders~~South orKorea ~~consent~~that ~~decrees~~restrict ~~forcing us to modify our business practices. Such incidents~~ or ~~our~~limit ~~efforts to~~the ~~remediate~~use ~~such incidents may also result in a decline in our active users base or engagement levels. Any~~ of ~~these~~FP ~~events could have a material and adverse effect~~ on ~~our business, reputation, or financial results~~Faning.

29In addition to the application of the Digital Asset Laws arising as a result of the use of FP in various jurisdictions, our operation of the Faning platform within South Korea and the issuance of FP to users engaging with the Faning platform may subject us to various regulations in South Korea, including the Financial Investment Services and Capital Markets Act (“FISCM”) and the Act on Reporting and Using Specified Financial Transaction Information (“RSFTI”). The FISCM was enacted to advance the Korean financial market by improving the competitive edge of the nation’s capital market and financial investment industry, and the RSFTI provides for the regulation of matters concerning reporting on and use of specified financial transaction information necessary to regulate money laundering and financing of terrorism through financial transactions, such as foreign exchange transactions, thereby contributing to preventing crimes and further establishing a sound and transparent financial system. Although FP is not currently classified as a financial investment instrument as such term is defined in the FISCM, or a virtual asset, as such term is defined by the RSFTI, any amendments to or interpretations of the FISCM, RSFTI or FP in the future may subject the Company to regulation, including among other requirements, providing financial transaction information in order to, among others, prevent money laundering and financing of terrorism.

We ~~anticipate that our ongoing efforts related~~ tomay ~~privacy,~~have ~~safety,~~ security, ~~and~~laws ~~content~~exposure ~~review~~relating ~~will~~to ~~identify~~the ~~instances~~previous ofissuances ~~misuse~~ of ~~user~~Kingdom ~~data or other undesirable activity by third parties on our platform~~Coin.

InWhile we ~~addition~~no tolonger ~~our~~hold ~~efforts~~or tootherwise ~~mitigate~~possess ~~cybersecurity risks~~Kingdom Coin (“KDC”), we are ~~making~~subject ~~significant~~to ~~investments~~compliance inwith ~~privacy,~~securities ~~safety~~laws, ~~security,~~which ~~and~~could ~~content~~expose ~~review~~us ~~efforts~~ to ~~combat~~potential ~~misuse of our services and user data by third parties~~liabilities, including ~~investigations~~potential ~~and~~rescission ~~audits of platform applications~~rights. AsIn aAugust ~~result~~ of ~~these efforts~~2021, we ~~anticipate that~~issued weto ~~may~~certain ~~discover~~creditors ~~incidents~~ of ~~misuse~~HBC ofan ~~user~~aggregate ~~data~~total ~~or other undesirable activity by third parties. We may not discover all such incidents or activity, whether as a result~~ of ~~our data or technical limitations~~348, ~~including our lack of visibility over our encrypted services~~679,380 ~~the~~KDC ~~scale~~in ofexchange ~~activity~~for ~~on our platform, challenges related to our personnel working remotely during~~ the ~~COVID-19~~cancellation ~~pandemic, the allocation~~ of ~~resources~~ toan ~~other~~aggregate ~~projects,~~value ~~or other factors, and we may be notified~~ of ~~such incidents or activity by the media or other third parties. Such incidents and activities may~~$9, ~~in the future~~428,664 ~~include the use of user data or our systems~~ in aHBC ~~manner~~debt ~~inconsistent with our terms, contracts or policies,~~ (the ~~existence~~“KDC ofExchange”). ~~false~~KDC orwas ~~undesirable user accounts, improper advertising practices, activities that threaten people’s~~further ~~safety~~listed on- orLBank.com ~~offline,~~in ~~or instances of spamming~~August, ~~scraping~~2021, ~~data~~and ~~harvesting, unsecured datasets, or spreading misinformation~~XT.com ~~We may also be unsuccessful~~ in ~~our~~September ~~efforts~~2021 ~~to enforce our policies or otherwise remediate any such incidents~~(LBank.com ~~Any of the foregoing developments may negatively affect user trust~~ and ~~engagement,~~XT.com ~~harm~~are ~~our reputation and brands~~collectively, ~~require~~the us“Listing ~~to change our business practices in a manner adverse~~Platforms”). toThe ~~our~~current ~~business,~~market ~~and~~price ~~adversely~~of ~~affect~~KDC ~~our business and financial results~~($0.00011) ~~Any~~is ~~such~~significantly ~~developments~~lower ~~may~~than ~~also~~the ~~subject~~valuation usof toKDC ~~litigation~~used ~~and regulatory inquiries, which could subject us~~ to ~~monetary~~extinguish ~~penalties~~the ~~and~~HBC ~~damages, divert management’s time and attention, and lead to enhanced regulatory oversight~~debt.

~~Our~~At the ~~products~~time of the KDC Exchange, and ~~internal~~subsequently ~~systems~~at ~~rely~~the time of listing of KDC on the Listing Platforms, HBC was operated solely under ~~software~~the ~~and~~jurisdiction ~~hardware~~of ~~that~~the isRepublic ~~highly~~of ~~technical~~Korea (“ROK”). During the KDC Exchange, and subsequently upon the listing of KDC on the Listing Platforms, the Company did not direct any ~~errors~~sales efforts in the United States or to U.S. Persons. Further, ~~bugs~~pursuant to the terms and conditions of each Listing Platform, neither Listing Platform permits U.S. Persons as customers. While the Company therefore believes there were no sales of KDC to or ~~vulnerabilities~~by ina ~~these~~U.S. ~~systems~~person, or ~~failures~~efforts to ~~address~~sell orKDC ~~mitigate~~to U.S. persons that would be subject to U.S. federal securities ~~technical~~laws, ~~limitations~~we relied on each of the Listing Platforms to prevent offers and sales in ~~our~~the ~~systems~~United States and to U.S. persons. As such, ~~could~~the ~~adversely~~Company may ~~affect~~be ~~our~~subject ~~business~~to the risks below in the event that the policies and procedures of the Listing Platforms are not effective and/or sufficient to prevent such offers and sales or that persons may have been able to circumvent such policies and procedures.

~~Our~~While we ~~products~~do ~~and~~not ~~internal~~believe ~~systems~~that ~~rely~~we onwere ~~software and~~subject ~~hardware,~~to ~~including~~U.S. ~~software~~federal ~~and~~securities ~~hardware~~laws ~~developed~~at orthe ~~maintained~~time ~~internally~~of ~~and/or~~the byKDC ~~third~~Exchange ~~parties,~~and ~~that~~the islisting ~~highly~~of ~~technical~~KDC ~~and~~on the ~~complex.~~Listing ~~In addition~~Platforms, ~~our~~and ~~products~~therefore ~~and~~did ~~internal~~not ~~systems~~need ~~depend~~to onconduct the ~~ability~~offerings ofpursuant ~~such~~to ~~software~~an ~~and~~available ~~hardware~~exemption tounder ~~store,~~the ~~retrieve,~~U.S. ~~process,~~federal securities ~~and~~laws, ~~manage~~the ~~immense~~analysis ~~amounts~~ of ~~data.~~such ~~The~~jurisdictional ~~software~~question ~~and~~is ~~hardware~~factual. onThe ~~which~~applicability weof ~~rely~~jurisdiction ~~may~~under ~~contain~~the Securities Act, and ~~will in~~ the ~~future may further contain,~~availability ~~errors,~~of ~~bugs,~~any orexemptions ~~vulnerabilities~~thereunder, ~~and~~depends upon our ~~systems~~conduct ~~are~~and ~~subject~~that toof ~~certain~~those ~~technical~~persons ~~limitations~~contacting ~~that~~potential ~~may~~investors ~~compromise~~and ~~our~~making ~~ability~~the ~~to meet~~offering. ~~our~~We ~~objectives.~~further ~~Some~~relied ~~errors,~~on ~~bugs,~~the orterms ~~vulnerabilities~~and ~~inherently~~conditions ~~may~~of bethe ~~difficult~~Listing Platforms to ~~detect~~ensure ~~and~~that ~~may~~no ~~only~~offers beor ~~discovered~~sales ~~after~~were ~~the~~made ~~code has~~in ~~been~~the ~~released~~United ~~for external~~ States or ~~internal~~to ~~use~~U.S. ~~Errors,~~persons. ~~bugs,~~As ~~vulnerabilities~~such, ~~design~~if ~~defects,~~the orKDC ~~technical~~Exchange, ~~limitations within~~ the ~~software and~~listing ~~hardware~~of KDC on ~~which~~the weListing ~~rely~~Platforms, ~~have~~or inany ~~the~~other ~~past~~such ~~led~~offering ~~to,~~of ~~and~~securities by ~~may in~~ the ~~future~~Company ~~lead~~is ~~to,~~determined ~~outcomes~~by ~~including~~either ajudicial ~~negative~~decision ~~experience~~or ~~for~~by ~~users and~~the ~~marketers~~SEC ~~who~~to ~~use~~fall ~~our~~under ~~products,~~the ~~compromised~~jurisdiction ~~ability~~ of ~~our~~U.S. ~~products~~federal tosecurities ~~perform~~laws, and indoes anot ~~manner~~qualify ~~consistent~~for ~~with~~an ~~our~~exemption ~~terms,~~from ~~contracts,~~registration ~~or policies,~~under ~~delayed~~the ~~product~~Securities ~~introductions or enhancements~~Act, ~~targeting,~~an ~~measurement,~~investor orwould ~~billing~~have ~~errors,~~the ~~compromised~~right ~~ability~~ to ~~protect~~rescind ~~the data~~its purchase of ~~our~~the ~~users~~securities ~~and/or~~if ~~our~~it ~~intellectual~~so ~~property~~desired. orIt ~~other~~is ~~data,~~possible orthat ~~reductions~~if inan ~~our~~investor ~~ability~~should toseek ~~provide~~rescission, ~~some~~such orinvestor ~~all~~would ofsucceed. ~~our~~If ~~services.~~investors ~~For~~were ~~example,~~successful wein ~~make~~seeking ~~commitments~~rescission, towe ~~our~~would ~~users~~face assevere tofinancial ~~how~~demands ~~their~~that ~~data~~could ~~will~~adversely beaffect ~~used within and across~~ our ~~products,~~business and ~~our systems are subject~~operations. ~~to errors~~Additionally, ~~bugs~~if ~~and~~we ~~technical~~did ~~limitations~~in ~~that~~fact ~~may~~fall ~~prevent~~under usthe ~~from~~jurisdiction ~~fulfilling~~of ~~these commitments reliably~~U.S. Infederal ~~addition,~~securities ~~any errors~~laws, ~~bugs, vulnerabilities,~~ or ~~defects~~alternatively, inif ~~our~~such ~~systems~~offerings ordo ~~the~~not qualify ~~software~~for ~~and~~an ~~hardware~~exemption onthereunder, ~~which~~ we ~~rely,~~may ~~failures~~become subject to ~~properly~~significant ~~address~~fines orand ~~mitigate~~penalties ~~the technical~~imposed ~~limitations~~by inthe ~~our~~SEC ~~systems,~~and orstate ~~associated degradations or~~securities agencies.

interruptions of service or failures to fulfil our commitments to our users may in the future lead to outcomes including damage to our reputation, loss of users, loss of marketers, loss of revenue, regulatory inquiries, litigation, or liability for fines, damages, or other remedies, any of which could adversely affect our business and financial results.31

30RISKS RELATED TO INTELLECTUAL PROPERTY

~~RISKS~~We may ~~RELATED~~be TOsubject ~~DIGITAL~~to ~~ASSETS~~claims of infringement of third-party intellectual property rights.

~~Regulatory~~From time ~~changes~~to ortime, ~~actions~~third parties may ~~restrict~~claim that we have infringed their intellectual property rights. For example, patent holding companies ~~the~~may ~~use~~assert ofpatent ~~digital~~claims ~~assets~~against us in awhich ~~manner~~they seek to monetize patents they have purchased or otherwise obtained. Although we take steps to avoid knowingly violating the intellectual property rights of others, it is possible that ~~adversely~~third ~~affects~~parties still may claim infringement. Existing or future infringement claims against us, whether valid or not, may be expensive to defend and divert the attention of our employees from business operations. Such claims or litigation could require us to pay damages, ~~prospects~~royalties, legal fees and other costs. We also could be required to stop offering, distributing or ~~operations~~supporting the Faning application, or other features or services which incorporate the affected intellectual property rights, redesign products, features or services to avoid infringement, or obtain a license, all of which could be costly and harm our business.

~~FP may be considered a digital asset. Although~~Our FPtechnology, iscontent ~~not offered on a public blockchain~~ and ~~its~~brands ~~value~~are ~~is derived primarily from its utility exclusively within its closed network community, it may also be~~ subject to ~~increasingly~~the ~~restrictive,~~threat ~~complex~~of ~~and evolving U.S. and foreign laws and regulations regarding digital assets~~piracy, ~~including~~unauthorized ~~commodities~~copying and ~~securities,~~other ~~anti-money~~forms ~~laundering~~of ~~and counter-terrorist financing, money transmission, consumer protection, taxation,~~ intellectual property, ~~property rights and other matters (for the purposes of this section, the “Digital Asset Laws”)~~infringement. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in outright bans in certain jurisdictions, sanctions, monetary penalties, claims, increased compliance costs, or declines in adoption that could impede user growth or engagement, or otherwise harm our business.

~~For~~We regard ~~example,~~our ~~in the United States~~technology, ~~the~~content ~~SEC has~~and ~~been~~brands ~~particularly~~as ~~active~~proprietary inand ~~pursuing~~take ~~digital~~measures ~~asset issuers for unregistered security offerings~~ to ~~U.S. residents.~~protect Inour ~~Korea~~technology, ~~the Financial~~content ~~Services~~and ~~Commission~~brands ~~has~~and ~~banned~~other ~~initial coin offerings within Korea. We have not offered KDC in jurisdictions where it was be~~confidential ~~prohibited~~information orfrom ~~in a manner that is prohibited~~infringement. ~~The~~Piracy ~~initial~~and ~~public~~other ~~offering~~forms of ~~KDC~~unauthorized ~~was~~copying ~~conducted~~and onuse ~~centralized digital asset exchanges that excluded subscribers from prohibited jurisdictions. Further, we conducted no public solicitation for the offering~~ of ~~KDC~~our ~~in the United States or South Korea. Nonetheless~~technology, ~~because~~content ~~KDC~~and isbrands ~~available on the public blockchain it~~ may ~~be possible for residents in such jurisdictions~~become ~~to acquire KDC in peer to peer transactions~~persistent, ~~as most jurisdictions, including the United States~~ and ~~South~~policing ~~Korea,~~is ~~do not prohibit private parties from engaging in peer to peer digital asset transactions~~difficult. ~~With respect to resales or secondary digital asset transactions~~Further, ~~jurisdictions~~ ~~generally regulate intermediaries for such transactions dependent on~~ the ~~extent~~laws ~~and nature~~ of ansome ~~intermediary’s~~countries ~~role~~ in awhich ~~transaction.~~our ~~Decentralized~~products ~~finance (“defi”) applications that~~ are ~~connected~~or tomay ~~the~~be ~~public~~distributed ~~blockchain~~either ~~have substantially~~do ~~minimized~~not ~~the~~protect ~~role~~our ofintellectual ~~the~~property ~~intermediary.~~rights ~~Given~~to the ~~emerging~~same ~~nature~~extent ofas ~~such~~the ~~defi~~laws ~~applications,~~of the ~~regulatory~~United ~~landscape pertaining to such applications is still evolving and consequently~~States, ~~numerous~~or ~~defi applications~~ are ~~available~~poorly toenforced. ~~transaction~~Legal ~~parties, often irrespective of~~protection ~~the physical location~~ of aour ~~party~~rights ~~and~~may ~~irrespective~~be ofineffective ~~the~~in ~~actions or inactions of the issuers of~~ such ~~digital assets~~countries. ToIn ~~date~~addition, wealthough ~~do not monitor for such defi transactions, nor do~~ we ~~have~~take ~~any~~steps ~~prospective~~to ~~plans~~enforce toand dopolice ~~so.~~our ~~Furthermore~~rights, ~~given~~factors ~~that we would never have access~~such toas the ~~personal~~proliferation ~~information~~ of ~~the~~technology ~~parties~~designed to ~~such~~circumvent ~~transactions,~~the ~~even~~protection ifmeasures weused ~~had~~by ~~the~~our ~~ability~~business topartners ~~restrict~~or ~~private~~by ~~defi~~us, ~~transactions~~the ~~we would~~availability ~~not~~of ~~have~~broadband ~~the~~access ~~ability~~ to ~~identify~~the ~~whether~~Internet, ~~any particular transaction should be restricted under~~ the ~~Digital~~refusal ~~Asset Laws~~ of ~~any~~Internet ~~given~~service ~~jurisdiction~~ providers or ~~whether~~platform weholders ~~would be under any obligation~~ to ~~endeavour~~remove toinfringing ~~enforce~~content ~~such~~in ~~restrictions~~certain instances, toand the ~~extent~~proliferation ~~possible.~~of Toonline ~~the~~channels ~~extent~~through ~~government enforcement~~which ~~authorities~~infringing orproduct ~~regulators~~is ~~seek~~distributed toall ~~enforce~~have ~~current~~contributed orto ~~future~~a ~~Digital Asset Laws against us for these transactions, we may be~~general ~~subject~~expansion toin ~~investigation,~~unauthorized ~~administrative~~copying orof ~~court proceedings~~technology, ~~and~~content ~~civil or criminal monetary fines~~ and ~~penalties, all of which could harm our reputation and negatively impact our business operations~~brands.

~~Regulation of digital assets and digital asset~~We exchanges is currently undeveloped and likely to evolve rapidly, vary significantly among international regulatory agencies, and is subject to significant uncertainty. A failure by the Company to comply with any laws, rules and regulations, some of which may not ~~exist yet or are subject to interpretation and may~~ be ~~subject~~able to ~~change,~~prevent ~~could~~others ~~result~~from inunauthorized ause ~~variety~~ of ~~adverse~~our ~~consequences,~~intellectual ~~including civil penalties and fines imposed by governmental authorities. Under certain circumstances~~property, ~~such~~which ~~failure~~could toharm ~~comply~~our bybusiness ~~the~~and ~~Company~~competitive ~~could also result in criminal sanctions~~position.

~~As blockchain networks and digital assets~~We ~~have~~regard ~~grown~~our inregistered ~~popularity~~trademark(s) and inpending ~~market size~~trademarks, ~~governments~~service ~~and~~marks, ~~regulatory~~domain ~~agencies have begun to take interest in~~names, ~~and~~trade ~~in some cases regulate~~secrets, ~~their~~ ~~use~~proprietary technologies and ~~operation. To the extent that a government or quasi-governmental agency exerts regulatory authority over a blockchain network~~similar orintellectual ~~asset~~property ~~upon~~as ~~which~~critical ~~our~~to ~~business relies,~~ our ~~business could be adversely affected~~success. ~~Blockchain~~We ~~networks~~rely ~~currently~~on ~~face~~trademark anlaw, ~~uncertain~~trade ~~regulatory landscape~~secret inprotection ~~many~~and ~~jurisdictions.~~confidentiality ~~The~~and ~~effect~~license ~~of any future legal or regulatory change is impossible to predict, but such laws, regulations~~agreements orwith ~~directives~~our ~~may~~employees ~~directly~~ and ~~negatively~~others ~~impact~~to protect our ~~business~~proprietary rights.

31We have invested significant resources to develop our own intellectual property and acquire licenses to use and distribute the intellectual property of others in the operation of the Faning platform. Failure to maintain or protect these rights could harm our business. In addition, any unauthorized use of our intellectual property by third parties may adversely affect our current and future revenues and our reputation.

~~Governments~~Policing unauthorized ~~may~~use inof ~~the~~proprietary ~~future~~technology ~~curtail~~is ordifficult ~~outlaw the~~and ~~acquisition,~~expensive. ~~use~~We orrely ~~redemption~~on a combination of ~~digital~~copyright, ~~assets.~~trademark ~~Ownership~~and ~~of,~~trade ~~holding~~secret laws orand ~~trading~~restrictions inon ~~digital~~disclosure ~~assets~~to ~~may~~protect ~~then~~our beintellectual ~~considered~~property ~~illegal~~rights. Further, we require every employee and consultant to execute proprietary information and ~~subject~~invention agreements prior to ~~sanction~~commencing work. ~~Governments~~Despite ~~may~~our ~~also~~efforts ~~take~~to ~~regulatory~~protect ~~action~~our ~~that~~proprietary rights, third parties may ~~increase~~attempt ~~the~~to ~~cost~~copy or otherwise obtain and/ use our intellectual property or ~~subject~~seek ~~digital~~court ~~asset~~declarations ~~companies~~that they do not infringe toupon ~~additional~~our ~~regulation~~intellectual property rights. ~~Judicial~~Monitoring ~~determinations~~unauthorized ~~may~~use ~~also~~of ~~have~~our anintellectual ~~adverse~~property ~~impact~~is ondifficult and costly, and we cannot assure you that the ~~trading~~steps we have taken will prevent misappropriation of ~~digital~~our ~~assets~~intellectual property. From time to time, we may have to resort to litigation to enforce our intellectual property rights, which could result in substantial costs and diversion of our resources.

~~Users of FANING are issued FP for engaging and transacting within the Company’s ecosystem. FP may be subject to various regulations in South Korea that restrict or limit the use of FP on FANING.~~32

~~In addition to the application of the Digital~~GOVERNANCE ~~Asset~~RISKS ~~Laws~~AND ~~arising~~RISKS asRELATED aTO ~~result~~OUR ofCOMMON the use of FP in various jurisdictions, our operation of the FANING platform within South Korea and the issuance of FP to users engaging with the FANING platform may subject us to various regulations in South Korea, including the Financial Investment Services and Capital Markets Act (“FISCM”) and the Act on Reporting and Using Specified Financial Transaction Information (“RSFTI”). The FISCM was enacted to advance the Korean financial market by improving the competitive edge of the nation’s capital market and financial investment industry, and the RSFTI provides for the regulation of matters concerning reporting on and use of specified financial transaction information necessary to regulate money laundering and financing of terrorism through financial transactions, such as foreign exchange transactions, thereby contributing to preventing crimes and further establishing a sound and transparent financial system. Although FP is not currently classified as a financial investment instrument as such term is defined in the FISCM, or a virtual asset, as such term is defined by the RSFTI, any amendments to or interpretations of the FISCM, RSFTI or FP in the future may subject the Company to regulation, including among other requirements, providing financial transaction information in order to, among others, prevent money laundering and financing of terrorism.STOCK

We received a notice from Nasdaq that our common stock may ~~have~~be ~~security~~delisted ~~laws~~from ~~exposure~~trading ~~relating~~ on the Nasdaq Capital Market if we fail to comply with the ~~previous~~continued ~~issuances~~listing requirements, including the timely filing requirements of ~~Kingdom~~all ~~Coin~~required periodic reports with the SEC. A delisting of our common stock is likely to reduce the liquidity of our common stock and may inhibit or preclude our ability to raise additional financing.

~~While we no longer hold or otherwise possess KC,~~We we are ~~subject~~required to ~~compliance~~comply with ~~securities~~certain ~~laws,~~Nasdaq ~~which~~continued ~~could~~listing ~~expose us to potential liabilities~~requirements, including ~~potential~~a ~~rescission rights.~~minimum Inbid ~~August~~price offor ~~2021,~~our wecommon ~~issued~~stock toand ~~certain~~timely filing ~~creditors~~requirements of ~~HBC~~all anrequired ~~aggregate~~periodic ~~total~~reports ofwith ~~348,679,380 KDC in exchange for~~ the ~~cancellation of an aggregate value of $9,428,664 in HBC debt (the “KDC Exchange”)~~SEC. ~~KDC~~If ~~was~~we ~~further~~fail ~~listed~~to onmaintain ~~LBank.com~~compliance inwith ~~August, 2021,~~any ~~and~~of ~~XT.com~~those ~~in September 2021 (LBank.com and XT.com are collectively~~requirements, ~~the “Listing Platforms”). The current~~ ~~market~~our ~~price~~common ofshares ~~KDC~~could ~~($0.00011)~~be isdelisted ~~significantly~~from ~~lower than the valuation of KDC used to extinguish the HBC debt~~Nasdaq.

AtOn April ~~the~~24, ~~time of the KDC Exchange~~2025, ~~and~~we ~~subsequently at~~received ~~the~~written ~~time~~notice offrom ~~listing of KDC on~~ the Listing ~~Platforms,~~Qualifications ~~HBC~~Department ~~was~~of ~~operated~~Nasdaq ~~solely~~notifying ~~under~~ the ~~jurisdiction~~Company ofthat ~~the~~it ~~ROK.~~did ~~During the KDC Exchange,~~not ~~and~~timely ~~subsequently~~file ~~upon~~its ~~the~~Annual ~~listing~~Report ~~of KDC~~ on ~~the~~Form ~~Listing~~10-K ~~Platforms,~~for the ~~Company~~year ~~did~~ended ~~not~~December ~~direct any sales efforts in the United States or to U.S. Persons. Further~~31, ~~pursuant to the terms and conditions of each Listing Platform~~2024, ~~neither~~as ~~Listing~~required ~~Platform~~for ~~permits U.S. Persons~~continued aslisting ~~customers.~~on ~~While~~ the ~~Company~~Nasdaq ~~therefore~~Stock ~~believes~~Market ~~there~~pursuant ~~were no sales of KDC~~ to orNasdaq ~~by a U.S. person, or efforts to sell KDC to U.S. persons that would be subject to U.S. federal securities laws, we relied on each of the~~ Listing ~~Platforms~~Rule ~~to prevent offers and sales in the United States and to U~~5250(c)(1).~~S. persons.~~ ~~As such~~Subsequently, the Company ~~may~~filed beits ~~subject~~Annual toReport ~~the~~on ~~risks~~Form 10-K ~~below~~for in the ~~event~~fiscal ~~that~~year ~~the~~ended ~~policies and~~2024, ~~procedures~~thereby ofresolving the ~~Listing~~basis ~~Platforms~~for ~~are not effective and/or sufficient to prevent such offers and sales or that persons may have been able to circumvent such policies and procedures~~delisting.

~~While~~On weApril do16, ~~not~~2026, ~~believe that~~ we ~~were~~received ~~subject to~~written ~~U.S. federal~~notice ~~securities~~from ~~laws at~~ the ~~time~~Listing ofQualifications ~~the~~Department ~~KDC Exchange and the listing~~ of ~~KDC~~Nasdaq onnotifying the ~~Listing~~Company ~~Platforms,~~that ~~and~~it ~~therefore~~ did not ~~need~~ totimely ~~conduct~~file ~~the~~its ~~offerings~~Annual ~~pursuant~~Report toon anForm 10-K ~~available~~for ~~exemption under~~ the ~~U.S. federal~~year ~~securities~~ended ~~laws,~~December ~~the analysis of such jurisdictional question is factual. The applicability of jurisdiction under the Securities Act~~31, ~~and the availability of any exemptions thereunder~~2025, ~~depends upon~~as ~~our~~required ~~conduct~~for ~~and~~continued ~~that~~listing ~~of those persons contacting potential investors and making the offering. We further relied~~ on ~~the~~The ~~terms~~Nasdaq ~~and conditions~~Stock ofMarket ~~the~~pursuant ~~Listing Platforms~~ to ~~ensure~~Nasdaq ~~that~~Listing ~~no offers or sales were made in the United States or to U~~Rule 5250(c)(1).~~S. persons.~~ ~~As such,~~Under ifNasdaq ~~the KDC Exchange~~rules, the ~~listing of KDC on the Listing Platforms, or any other such offering of securities by the~~ Company ~~is determined~~ byhas ~~either~~60 ~~judicial~~calendar ~~decision~~days orfrom by the ~~SEC~~date ~~to fall under the jurisdiction~~ of ~~U.S. federal~~notification ~~securities~~letter ~~laws, and does not qualify for an exemption~~ from ~~registration~~Nasdaq ~~under~~to ~~the~~submit ~~Securities Act, an investor would have the right~~ to ~~rescind its purchase of the securities~~Nasdaq ifa itplan soto ~~desired.~~regain Itcompliance iswith ~~possible~~Nasdaq ~~that~~Listing ifRule ~~an investor should seek rescission, such investor would succeed~~5250(c)(1). IfOn ~~investors~~April ~~were successful in seeking rescission~~30, ~~we would face severe financial demands that could adversely affect our business and operations. Additionally~~2026, ~~if we did in fact fall under~~ the ~~jurisdiction~~Company ofsubmitted ~~U.S. federal~~its ~~securities~~plan ~~laws,~~to orregain ~~alternatively, if such offerings do not qualify for~~compliance ~~an exemption thereunder, we may become subject~~ to ~~significant fines and penalties imposed by the SEC and state securities agencies~~Nasdaq.

32On May 21, 2026, we received written notice from the Listing Qualifications Department of Nasdaq notifying the Company that it did not timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, as required for continued listing on The Nasdaq Stock Market pursuant to Nasdaq Listing Rule 5250(c)(1). Because we had not yet filed this Annual Report on Form 10-K for the year ended December 31, 2025, any additional exception to allow us to regain compliance with the delinquent filings is limited to a maximum of 180 calendar days from the due date of the Annual Report on Form 10-K for the year ended December 31, 2025, or October 12, 2026. Additionally, we must submit an update by no later than June 22, 2026 to our original plan of compliance with respect to the filing requirement. While we expect the filing of this Annual Report on Form 10-K for the year ended December 31, 2025 and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 to cause us to regain compliance with Nasdaq Listing Rule 5250(c)(1), there can be no guarantee that the Company will be able to do so.

~~RISKS~~If, for ~~RELATED~~any TOreason, ~~INTELLECTUAL~~Nasdaq ~~PROPERTY~~should delist our common stock from trading on its exchange and we are unable to obtain listing on another national securities exchange or take action to restore our compliance with the Nasdaq continued listing requirements, a reduction in some or all of the following may occur, each of which could have a material adverse effect on our stockholders:

We● the liquidity of our common stock; ● the market price of our common stock; ● becoming a “penny stock”, which may bemake ~~subject~~trading of our common stock much more difficult; ● our ability to ~~claims~~obtain financing for the continuation of ~~infringement~~ our operations; ● the number of ~~third~~institutional and general investors that will consider investing in our common stock; ● the number of investors in general that will consider investing in our common stock; ● the number of market makers in our common stock; ● the availability of information concerning the trading prices and volume of our common stock; and ● the number of broker-~~party~~dealers ~~intellectual~~willing ~~property~~to ~~rights~~execute trades in shares of our common stock.

~~From time to time, third parties may claim that~~Our westock ~~have~~price ~~infringed their intellectual property rights. For example, patent holding companies~~ may assert patent claims against us in which they seek to monetize patents they have purchased or otherwise obtained. Although we take steps to avoid knowingly violating the intellectual property rights of others, it is possible that third parties still may claim infringement. Existing or future infringement claims against us, whether valid or not, may be ~~expensive to defend and divert the attention of our employees from business operations. Such claims or litigation could require us to pay damages~~volatile, ~~royalties, legal fees~~ and ~~other~~you ~~costs. We also~~ could belose ~~required~~all ~~to stop offering, distributing~~ or ~~supporting~~part the FANING application, or other features or services which incorporate the affected intellectual property rights, redesign products, features or services to avoid infringement, or obtain a license, all of ~~which~~your ~~could be costly and harm our business~~investment.

~~Our~~The trading ~~technology~~price of our common stock may fluctuate substantially depending on several factors, ~~content~~including ~~and~~those ~~brands~~described ~~are~~in ~~subject~~this “Risk toFactors” ~~the~~section, ~~threat~~many of ~~piracy,~~which ~~unauthorized~~are ~~copying~~beyond our control and ~~other~~may ~~forms~~not be related to our operating performance. These fluctuations could cause you to lose all or part of ~~intellectual~~your ~~property~~investment ~~infringement~~in our common stock since you might be unable to sell your shares at or above the price you paid in the offering.

~~We regard our technology~~In addition, ~~content~~the ~~and~~stock ~~brands~~market ~~as proprietary~~in ~~and take measures to protect our technology~~general, ~~content~~ and ~~brands~~the ~~and~~market ~~other~~for ~~confidential~~technology ~~information~~companies ~~from~~in ~~infringement. Piracy and other forms of unauthorized copying and use of our technology~~particular, ~~content~~have ~~and~~experienced ~~brands~~extreme ~~may~~price ~~become persistent,~~ and ~~policing is difficult.~~volume ~~Further,~~fluctuations ~~the~~that ~~laws~~have ofoften ~~some~~been ~~countries~~unrelated ~~in which our products are~~ or ~~may~~disproportionate ~~be distributed either do not protect our intellectual property rights~~ to the ~~same~~operating ~~extent~~performance ~~as the laws~~ of ~~the~~those ~~United States, or are poorly enforced~~companies. ~~Legal~~Broad ~~protection~~market ofand ~~our rights may be ineffective in~~industry ~~such countries. In addition~~factors, ~~although~~as wewell ~~take~~as ~~steps~~general toeconomic, ~~enforce~~political and ~~police~~market ~~our~~conditions ~~rights, factors~~ such as ~~the~~recessions ~~proliferation of technology designed to circumvent the protection measures used by our business partners~~ or byinterest usrate changes, ~~the~~may ~~availability~~seriously ~~of broadband access to the Internet,~~affect the ~~refusal~~market price of ~~Internet~~our ~~service~~common ~~providers or platform holders to remove infringing content in certain instances~~stock, ~~and~~regardless ~~the proliferation~~ of ~~online~~our ~~channels~~actual ~~through~~operating ~~which infringing product is distributed all have contributed to a general expansion in unauthorized copying of technology, content and brands~~performance.

WeIn addition, ~~may~~in ~~not~~the bepast, ~~able~~following toperiods ~~prevent~~of ~~others~~volatility ~~from unauthorized~~in ~~use~~the overall market and the market prices of ~~our~~particular ~~intellectual~~companies’ ~~property~~securities, securities ~~which~~class action litigations have often been instituted against these companies. Litigation of this type, if instituted against us, could ~~harm~~result in substantial costs and a diversion of our ~~business~~management’s attention and ~~competitive~~resources. ~~position~~Any adverse determination in any such litigation or any amounts paid to settle any such actual or threatened litigation could require that we make significant payments.

We regard our registered trademark and pending trademarks, service marks, domain names, trade secrets, proprietary technologies and similar intellectual property as critical to our success. We rely on trademark law, trade secret protection and confidentiality and license agreements with our employees and others to protect our proprietary rights.33

~~We have invested significant resources to develop~~If ~~our~~securities ~~own~~industry ~~intellectual~~analysts ~~property~~do ~~and~~not ~~acquire~~publish ~~licenses~~research toreports ~~use~~on ~~and~~us, ~~distribute~~or ~~the~~publish ~~intellectual~~unfavorable ~~property~~reports ofon ~~others~~us, inthen the ~~operation~~market ofprice ~~the~~and ~~FANING~~market ~~platform.~~trading ~~Failure~~volume ~~to maintain or protect these rights could harm our business. In addition, any unauthorized use~~ of our ~~intellectual~~common ~~property by~~stock ~~third~~could ~~parties~~be ~~may~~negatively ~~adversely affect our current and future revenues and our reputation~~affected.

~~Policing unauthorized use of proprietary technology~~Any istrading ~~difficult~~market ~~and~~for ~~expensive.~~our Wecommon ~~rely~~stock onwill abe ~~combination~~influenced ofin ~~copyright,~~part ~~trademark~~by ~~and~~any ~~trade~~research ~~secret~~reports ~~laws~~that ~~and~~securities ~~restrictions~~industry onanalysts ~~disclosure~~publish ~~to protect~~about ~~our intellectual property rights~~us. ~~Further,~~We wemay ~~require~~not ~~every~~obtain ~~employee~~any ~~and~~future ~~consultant~~research tocoverage ~~execute~~by ~~proprietary~~securities ~~information~~industry ~~and invention agreements prior to commencing work~~analysts. ~~Despite~~In ~~our~~the ~~efforts~~event towe ~~protect~~are ~~our~~covered ~~proprietary~~by ~~rights,~~research ~~third parties may attempt to copy or otherwise obtain~~analysts, and ~~use~~one ~~our intellectual property~~ or ~~seek~~more ~~court~~of ~~declarations~~such ~~that~~analysts ~~they~~downgrade ~~do not infringe upon~~ our ~~intellectual~~securities, ~~property~~or ~~rights.~~otherwise ~~Monitoring unauthorized~~reports ~~use~~on ofus ~~our~~unfavorably, ~~intellectual~~or ~~property~~discontinues iscoverage ~~difficult~~of ~~and costly~~us, ~~and we cannot assure you that~~ the market ~~steps~~price weand ~~have~~market ~~taken~~trading ~~will~~volume ~~prevent misappropriation~~ of our ~~intellectual~~common ~~property.~~stock ~~From time to time, we may have to resort to litigation to enforce our intellectual property rights, which~~ could ~~result~~be innegatively ~~substantial costs and diversion of our resources~~affected.

33You will experience dilution as a result of future equity offerings.

~~GOVERNANCE~~We may ~~RISKS~~in ~~AND~~the ~~RISKS~~future ~~RELATED~~offer TOadditional ~~OUR~~shares ~~COMMON~~of our common stock or other securities convertible into or exchangeable for our common stock. ~~STOCK~~Although no assurances can be given that we will consummate a future financing, in the event we do, or in the event we sell shares of common stock or other securities convertible into shares of our common stock in the future, additional and potentially substantial dilution will occur. In addition, investors purchasing shares or other securities in the future could have rights superior to future investors.

We ~~received a notice~~ ~~from~~have ~~Nasdaq~~not ~~that~~paid ~~our~~cash ~~common~~dividends ~~stock~~in ~~may be delisted from trading on~~ the ~~Nasdaq~~past ~~Capital~~and ~~Market~~do ifnot weexpect ~~fail~~ to ~~comply~~pay ~~with~~dividends ~~the~~in ~~continued listing requirements, including~~ the ~~minimum bid price requirement and timely filing requirements of all required periodic reports with the SEC~~future. A ~~delisting~~Any ofreturn ~~our~~on ~~common~~investment ~~stock~~will is likely be limited to ~~reduce~~ the ~~liquidity~~value of our common stock ~~and may inhibit or preclude our ability to raise additional financing~~.

We have ~~are~~never ~~required~~paid tocash ~~comply with~~dividends ~~certain~~on ~~Nasdaq~~our ~~continued~~common ~~listing~~stock ~~requirements,~~and ~~including~~do anot ~~minimum~~anticipate ~~bid~~doing ~~price~~so ~~for~~in ~~our~~the ~~common~~foreseeable ~~stock~~future. ~~and~~The ~~timely~~payment ~~filing~~of ~~requirements~~dividends ofon ~~all~~our ~~required~~common ~~periodic~~stock ~~reports~~will ~~with~~depend ~~the~~on ~~SEC.~~earnings, Iffinancial wecondition ~~fail~~and toother ~~maintain~~business ~~compliance~~and ~~with~~economic ~~any~~factors ofaffecting ~~those~~us ~~requirements,~~at ~~our~~such ~~common~~time ~~shares~~as ~~could~~our beboard ~~delisted~~of ~~from~~directors ~~Nasdaq~~may consider relevant.

OnWe ~~May~~currently ~~21,~~intend ~~2024,~~to weretain ~~received~~all aof ~~delinquency~~our ~~compliance~~future ~~alert~~earnings, ~~notice~~if ~~(the~~any, ~~“Notice”)~~to ~~from~~finance the ~~Listing~~growth ~~Qualifications~~and ~~Department~~ development of ~~The~~our ~~Nasdaq Stock Market LLC (“Nasdaq”)~~business. ~~The~~In ~~Notice~~addition, ~~stated that~~ the terms ~~Company~~of ~~was~~any ~~not~~future indebt ~~compliance~~agreements ~~with~~may ~~Nasdaq’s~~preclude ~~continued listing~~us ~~requirements~~from ~~under~~paying ~~Nasdaq~~dividends. ~~Listing Rule 5250(c)(1)~~Accordingly, as the ~~Company~~return ~~had~~on ~~failed~~your toinvestment ~~timely~~in ~~file~~our ~~its~~common ~~Quarterly~~stock will ~~Report~~likely ondepend ~~Form~~entirely ~~10-Q for~~upon ~~the~~any ~~period~~future ~~ended~~price ~~March~~appreciation ~~31,~~of ~~2024,~~our ~~and~~common ~~remained~~stock. ~~delinquent~~There inis ~~filing~~no ~~its~~guarantee ~~Annual~~that ~~Report~~our oncommon ~~Form~~stock ~~10-K~~will appreciate ~~for~~in ~~the~~value ~~fiscal~~or ~~year~~even ~~ended~~maintain ~~December 31,~~the ~~2023,~~price ~~with~~at ~~the~~which ~~U.S.~~you ~~Securities~~purchase ~~and~~the ~~Exchange~~common ~~Commission (SEC)~~stock. ~~Subsequently,~~You ~~the~~may ~~Company~~not ~~filed~~realize ~~its~~a ~~Quarterly~~return ~~Report~~ on ~~Form~~your ~~10-Q for~~investment ~~the~~in ~~first~~our ~~quarter~~common onstock ~~September~~and ~~30,~~you ~~2024,~~may ~~thereby~~even ~~resolving~~lose ~~the~~your ~~basis~~entire ~~for~~investment ~~delisting~~in our common stock.

OnFuture ~~April~~issuances ~~18,~~of ~~2024~~debt securities, wewhich ~~received~~would arank ~~delinquency~~senior ~~compliance~~to ~~alert~~our ~~notice~~common ~~from~~stock ~~Nasdaq~~upon ~~advising~~our ~~the~~bankruptcy ~~Company~~or ~~that~~liquidation, ~~due~~and tofuture ~~the~~issuances ~~Company’s failure~~of topreferred ~~timely~~stock, ~~file~~which ~~its~~would ~~Annual~~rank ~~Report~~senior onto ~~Form~~our ~~10-K~~common stock for the ~~fiscal~~purposes ~~year~~of ~~ended~~dividends ~~December~~and ~~31,~~liquidating ~~2023~~distributions, ~~with~~may ~~the Securities and Exchange Commission~~adversely ~~(the~~affect ~~“SEC”),~~ the ~~Company~~level isof ~~not~~return inyou ~~compliance~~may ~~with~~be ~~Nasdaq’s~~able ~~continued~~to ~~listing~~achieve ~~requirements~~from ~~under~~an ~~Nasdaq Listing~~investment ~~Rule~~in ~~5250(c)(1),~~our ~~which~~common ~~requires the timely filing of all required periodic reports with the SEC~~stock.

OnIn ~~June~~the 17future, ~~2024,~~we may attempt to increase our capital resources by offering debt securities. In the ~~Listing~~event ~~Qualifications~~of ~~Department~~a bankruptcy or liquidation, holders of ~~The~~our ~~Nasdaq~~debt ~~Stock~~securities, ~~Market~~and ~~LLC~~lenders ~~(“Nasdaq”)~~with ~~requested~~respect ~~that~~to ~~the~~other ~~Company~~borrowings we may make, would receive distributions of our available ~~submit~~assets aprior ~~plan~~to (any distributions being made to holders of our common stock. Moreover, if we issue preferred stock in the ~~“Plan”)~~future, the holders of such preferred stock could be entitled to ~~address~~preferences over holders of common stock in respect of the ~~noncompliance~~payment ~~issue~~of bydividends and ~~June~~the 17payment of liquidating distributions. ~~The~~Because ~~Company~~our ~~submitted~~decision ~~the~~to ~~Plan~~issue ondebt ~~June~~or 14preferred securities in any future offering, ~~2024.~~or borrow ~~Subsequently~~money from lenders, will depend in part on ~~July~~market ~~16,~~conditions ~~2024~~and other factors beyond our control, we cannot predict or estimate the amount, ~~Company~~timing ~~filed~~or ~~its~~nature ~~Annual~~of ~~Report~~any onsuch ~~Form~~future ~~10-K~~offerings ~~for~~or borrowings. Holders of our common stock must bear the ~~fiscal~~risk ~~year~~that ~~2023,~~any ~~thereby~~such ~~resolving~~future offerings we conduct or borrowings we make may adversely affect the ~~basis~~level of return they may be able to achieve from an investment in ~~for~~our ~~delisting~~common stock.

OnWe ~~August~~may ~~20,~~need 2024, the Company received a delinquency compliance alert notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”). The Notice stated that the Company was not in compliance with Nasdaq’s continued listing requirements under Nasdaq Listing Rule 5250(c)(1) (the “Rule”) because it failed to ~~timely~~implement ~~file~~additional ~~its~~finance ~~Quarterly Report~~and onaccounting ~~Form~~systems, ~~10-Q~~procedures ~~for~~and ~~the~~controls ~~period~~as ~~ended~~we ~~June~~grow ~~30,~~our ~~2024,~~business ~~with the U.S. Securities~~ and ~~Exchange~~organization ~~Commission (SEC). Subsequently, the Company~~and ~~filed~~to ~~the~~satisfy ~~Form~~new ~~10-Q~~reporting ~~for the second quarter on October 15, 2024, thereby resolving the basis for delisting~~requirements.

OnWe are ~~February~~subject 5,to ~~2024,~~reporting ~~the~~requirements ~~Company~~of ~~received a~~the ~~delinquency~~Securities ~~compliance~~Exchange ~~alert~~Act ~~notice~~of ~~from~~1934, ~~the~~as ~~Listing~~amended ~~Qualifications Department~~ (the “~~Staff~~Exchange Act”), we ofwill ~~The~~be ~~Nasdaq~~required ~~Stock~~to ~~Market LLC~~comply ~~(“Nasdaq”),~~with ~~stating~~a ~~that~~variety ~~the~~of ~~Company~~extensive ~~was~~reporting, ~~not~~accounting, inand ~~compliance~~other ~~with~~rules ~~the~~and ~~minimum~~regulations. ~~bid~~Compliance ~~price~~with ~~requirement for continued listing~~each onof ~~the~~these ~~Nasdaq~~requirements ~~Capital~~is ~~Market~~expensive, astime ~~set~~consuming ~~forth~~and inintricate. ~~Nasdaq~~Further ~~Listing~~requirements ~~Rule~~may ~~5550(a)(2),~~increase ~~because~~our ~~the~~costs ~~closing~~and ~~bid~~require ~~price of the Company’s common~~additional ~~stock~~management ~~had~~time ~~been~~and ~~below $1~~resources.00 ~~for~~We ~~the~~may ~~previous~~need 30to ~~consecutive~~implement ~~business~~additional ~~days.~~finance Toand ~~regain~~accounting ~~compliance~~systems, ~~with~~procedures ~~the~~and ~~minimum~~controls ~~bid~~to satisfy ~~price~~our ~~requirement, the~~reporting ~~Company’s~~requirements. ~~common~~We ~~stock~~intend ~~must~~to ~~maintain~~remediate athis ~~closing~~weakness ~~bid~~by ~~price~~adding ofadditional, atqualified ~~least~~and ~~$1.00~~experienced ~~per~~accounting personnel ~~share~~but ~~for~~there ais ~~minimum~~no ofguarantee 10that ~~consecutive~~we ~~business days~~will ~~during~~be ~~the~~able ~~180-calendar-day~~to ~~period~~add ~~from~~additional ~~February~~qualified 5,and experienced ~~2024~~accounting topersonnel ~~August~~or 4,remediate ~~2024~~this weakness.

Subsequently, on February 5, 2025, the Company received a determination letter (the “Determination Letter”) from the Nasdaq Staff stating that the Company was subject to delisting for failing to meet the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). In order to resolve the deficiency, the Company implemented a reverse stock split on January 27, 2025. Following the reverse split, the closing bid price of the Company’s common stock met or exceeded $1.00 for 10 consecutive business days, and on February 10, 2025, the Company received a notice from Nasdaq confirming that it had regained compliance with the minimum bid price requirement and that the matter was closed.34

34If our internal controls over financial reporting remain ineffective, such failure could cause investors to lose confidence in our reported financial information, negatively affect the market price of our common stock, subject us to regulatory investigations and penalties, cause us to have to restate our financial statements, and adversely impact our business and financial condition.

~~If,~~We ~~for~~are ~~any~~an ~~reason,~~emerging ~~Nasdaq~~growth ~~should~~company, ~~delist our common stock from trading on its exchange~~ and weany ~~are~~decision ~~unable to obtain listing~~ on ~~another~~our ~~national securities~~part ~~exchange or take action~~ to ~~restore~~comply ~~our~~only ~~compliance~~ with ~~the~~certain ~~Nasdaq~~reduced ~~continued~~reporting ~~listing~~and ~~requirements,~~disclosure ~~a reduction in some or all~~requirements ofapplicable ~~the~~to ~~following~~emerging ~~may~~growth ~~occur,~~companies ~~each of which~~ could ~~have~~make aour ~~material~~common ~~adverse~~stock ~~effect~~less onattractive ~~our~~to ~~stockholders:~~ investors.

●We are ~~the~~an ~~liquidity~~emerging growth company, and, for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions ~~our~~from ~~common~~various ~~stock;~~reporting requirements applicable to other public companies that are not “emerging growth companies,” including:

● ~~the~~not ~~market~~being ~~price~~required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act; ● reduced disclosure obligations regarding executive compensation in our ~~common~~periodic ~~stock~~reports and annual report on Form 10-K; and ● exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

●We could webe ~~will~~an ~~become~~emerging agrowth ~~“penny~~company ~~stock”,~~for ~~which~~up ~~will~~to ~~make~~five ~~trading~~years following the listing of our common stock ~~much~~on ~~more~~the ~~difficult;~~Nasdaq Market. Our status as an emerging growth company will end as soon as any of the following takes place:

● ~~our~~the ~~ability~~last today ~~obtain~~of ~~financing~~the ~~for~~fiscal year in which we have more than $1.235 billion in annual revenue; ● the ~~continuation~~date we qualify as a “large accelerated filer,” with at least $700 million of ~~our~~equity ~~operations~~securities held by non-affiliates as of the prior June 30; ● the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; or ● the last day of the fiscal year ending after the fifth anniversary of the listing of our common stock on the Nasdaq Market.

●We cannot predict if investors will find our common stock less attractive if we choose to rely on the ~~number~~exemptions ofafforded ~~institutional~~emerging ~~and~~growth companies. ~~general~~If some investors ~~that~~find ~~will~~our ~~consider~~common ~~investing~~stock inless attractive because we rely on any of these exemptions, there may be a less active trading market for our common stock; and the market price of our common stock may be more volatile.

●Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the ~~number~~earlier of ~~investors~~the indate ~~general~~we ~~that~~(i) ~~will~~are ~~consider~~no ~~investing~~longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our ~~common~~financial statements ~~stock;~~may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

●We will ~~the~~incur ~~number~~increased costs as a result of ~~market~~being ~~makers~~a inpublic ~~our~~company, ~~common~~particularly ~~stock;~~after we cease to qualify as an “emerging growth company.”

●As a public company, we expect to incur significant legal, accounting and other expenses that we did not incur as a private company, particularly after we are no longer an “emerging growth company” as defined under the ~~availability~~JOBS Act. In addition, new and changing laws, regulations and standards relating to corporate governance and public disclosure, including the Dodd-Frank Act and the rules and regulations promulgated and to be promulgated thereunder, as well as under the Sarbanes-Oxley Act and the JOBS Act, have created uncertainty for public companies and increased costs and time that boards of ~~information~~directors ~~concerning~~and management must devote to complying with these rules and regulations. The Sarbanes-Oxley Act and related rules of the ~~trading~~SEC ~~prices~~and the Nasdaq Stock Market regulate corporate governance practices of public companies. We expect compliance with these rules and ~~volume~~regulations to increase our legal and financial compliance costs and lead to a diversion of management time and attention from sales-generating activities. In addition, we will incur additional expenses associated with our ~~common~~SEC ~~stock;~~reporting requirements and increased compensation for our management team. We cannot predict or estimate the amount of additional costs we will incur as a public company or the specific timing of such costs.

~~● the number of broker-dealers willing to execute trades in shares of our common stock.~~35

~~Our~~Because of ~~stock~~our ~~price~~status ~~may~~as bean ~~volatile,~~emerging ~~and~~growth company, you will not be able to depend on any attestation from our independent registered public ~~could~~accounting ~~lose~~firm ~~all~~as orto ~~part~~our ofinternal ~~your~~control ~~investment~~over financial reporting for the foreseeable future.

~~The trading~~Our ~~price~~independent registered public accounting firm will not be required to attest to the effectiveness of our ~~common~~internal ~~stock~~control ~~following~~over ~~our~~financial reporting ~~offering~~pursuant ~~may~~to ~~fluctuate~~Section ~~substantially~~404 ~~and~~of ~~may~~the beSarbanes-Oxley ~~higher~~Act oruntil ~~lower~~the ~~than~~later of the ~~initial~~year ~~public~~following ~~offering price.~~our ~~This~~first ~~may~~annual report required to be ~~especially~~filed ~~true~~with ~~for~~the ~~companies~~SEC ~~with~~or athe ~~small~~date ~~public~~we ~~float.~~are ~~The~~no ~~trading~~longer ~~price~~an of“emerging ~~our~~growth ~~common~~company” ~~stock~~as ~~following~~defined ~~our~~in ~~offering~~the JOBS Act. Accordingly, you will ~~depend~~not onbe ~~several~~able ~~factors,~~to ~~including~~depend ~~those~~on ~~described~~any inattestation ~~this~~concerning ~~“Risk~~our ~~Factors”~~internal ~~section,~~control ~~many~~over offinancial ~~which~~reporting ~~are~~from ~~beyond~~ our ~~control~~independent ~~and~~registered public ~~may~~accounting ~~not~~firm befor ~~related~~the foreseeable future. Subsequent to the time frame above, our ~~operating~~independent ~~performance.~~registered ~~These~~public ~~fluctuations~~accounting ~~could~~firm will ~~cause~~not ~~you~~be required to ~~lose~~attest ~~all~~to orthe ~~part~~effectiveness of ~~your investment in~~ our ~~common~~internal ~~stock~~control ~~since~~over ~~you~~financial ~~might~~reporting bepursuant ~~unable~~ to ~~sell~~the ~~your~~Sarbanes-Oxley ~~shares~~Act until atsuch ortime ~~above~~that the ~~price~~Company ~~you~~becomes ~~paid~~an in“accelerated filer,” as defined by the ~~offering~~SEC.

~~In addition,~~Our ~~the~~common stock ~~market~~is insubject ~~general, and the market for technology companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate~~ to the ~~operating~~“penny ~~performance~~stock” rules of ~~those companies. Broad market and industry factors, as well as general economic, political and market conditions such as recessions or interest rate changes, may seriously affect~~ the ~~market price of our common stock~~SEC, ~~regardless~~which ofmakes ~~our~~transactions ~~actual operating performance. These fluctuations may be even more pronounced~~ in ~~the trading market for~~ our stock ~~shortly~~cumbersome ~~following~~and ~~our~~may ~~offering. If~~ reduce the ~~market~~value ~~price~~ of ~~our~~an ~~common stock after our offering does not exceed the initial public offering price, you may not realize any return on your~~ investment in usour ~~and may lose some or all of your investment~~stock.

InThe SEC ~~addition~~has adopted regulations which generally define a “penny stock” as an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. The SEC’s penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from the ~~past~~rules, ~~following~~to ~~periods~~deliver a standardized risk disclosure document that provides information about ofpenny ~~volatility~~stocks and the risks in the ~~overall~~penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the ~~market~~penny ~~prices~~stock, the compensation of ~~particular~~the ~~companies’~~broker-dealer ~~securities~~and the salesperson in the transaction, ~~securities~~and ~~class~~monthly ~~action~~account ~~litigations~~statements showing ~~have~~the ~~often~~market ~~been~~value ~~instituted~~of ~~against~~each ~~these~~penny ~~companies.~~stock ~~Litigation~~held ofin ~~this~~the ~~type~~customer’s account. In addition, ifthe ~~instituted~~penny ~~against~~stock ~~us,~~rules ~~could~~generally ~~result~~require that before a transaction in ~~substantial~~a ~~costs and~~penny stock occurs, the broker-dealer must make a ~~diversion~~special ofwritten ~~our~~determination ~~management~~that the penny stock is a suitable investment for the purchaser and receive the purchaser’s ~~attention~~agreement ~~and~~to ~~resources~~the transaction. ~~Any~~If ~~adverse~~applicable ~~determination~~ in ~~any~~the ~~such~~future, ~~litigation~~these orrules may ~~any~~restrict ~~amounts~~the ~~paid~~ ability of brokers-dealers to ~~settle~~sell ~~any~~our ~~such~~common ~~actual~~stock orand ~~threatened~~may ~~litigation~~affect ~~could~~the ~~require~~ability ~~that~~of weinvestors ~~make~~to ~~significant~~sell ~~payments~~their shares, until our common stock no longer is considered a penny stock.

~~If securities industry analysts do not publish~~FINRA ~~research~~sales ~~reports~~practice onrequirements ~~us,~~may orlimit ~~publish~~a ~~unfavourable~~stockholder’s ~~reports~~ability onto ~~us,~~buy ~~then the market price~~ and ~~market~~sell ~~trading volume of~~ our ~~common~~ stock ~~could be negatively affected~~.

~~Any~~In addition ~~trading~~to ~~market~~the ~~for~~“penny ~~our~~stock” ~~common~~rules ~~stock~~described ~~will~~above, bethe Financial Industry Regulatory Authority, Inc. (“FINRA”), ~~influenced~~has adopted rules that require that in ~~part~~recommending byan ~~any~~investment ~~research~~to ~~reports~~a customer, a broker-dealer must have reasonable grounds for believing that ~~securities~~the ~~industry~~investment ~~analysts~~is ~~publish~~suitable ~~about~~for usthat customer. WePrior ~~may~~to ~~not~~recommending ~~obtain~~speculative, ~~any~~low-priced ~~future~~securities ~~research~~to ~~coverage~~their non-institutional bycustomers, ~~securities~~broker-dealers ~~industry~~must ~~analysts.~~make Inreasonable ~~the~~efforts ~~event~~to weobtain ~~are~~information ~~covered~~about bythe ~~research~~customer’s ~~analysts~~financial status, tax status, investment objectives and ~~one~~other orinformation. The FINRA requirements may make it more ofdifficult ~~such~~for ~~analysts~~broker-dealers ~~downgrade~~to recommend that their customers buy our ~~securities~~common stock, or ~~otherwise~~which ~~reports~~may onhave usthe ~~unfavourably,~~effect orof ~~discontinues~~reducing ~~coverage~~the level of ustrading activity in our common stock. As a result, fewer ~~the~~broker-dealers ~~market~~may ~~price~~be ~~and~~willing ~~market~~to ~~trading~~make ~~volume~~a ofmarket in our common stock, reducing a stockholder’s ability to resell shares, as ~~could~~well beas ~~negatively~~overall ~~affected~~liquidity, of our common stock.

3536

~~You~~We are a smaller reporting company and will ~~experience~~be ~~dilution~~exempt asfrom acertain ~~result~~disclosure requirements, which could make our common stock ofless ~~future~~attractive ~~equity~~to ~~offerings~~potential investors.

We are ~~may~~also a smaller reporting company as defined in the ~~future~~Exchange ~~offer~~Act. ~~additional~~We ~~shares~~may ~~of our~~continue ~~common~~to ~~stock~~be ora ~~other~~smaller ~~securities~~reporting ~~convertible~~company ~~into~~even orafter ~~exchangeable~~we are ~~for~~no ~~our~~longer ~~common~~an ~~stock~~emerging growth company. ~~Although~~We nomay ~~assurances~~take ~~can~~advantage beof ~~given~~certain ~~that~~of wethe scaled disclosures available to smaller reporting companies and will ~~consummate~~be aable ~~future~~to ~~financing,~~take inadvantage ~~the~~of ~~event~~these wescaled ~~do,~~disclosures orfor inso ~~the~~long ~~event~~as we(i) ~~sell~~the ~~shares~~market value of ~~common~~our voting and non-voting common stock held by non-affiliates is less than $250 million measured on the last business day of our second fiscal quarter or ~~other~~(ii) ~~securities~~our ~~convertible~~annual ~~into~~revenue ~~shares~~is less than $100 million during the most recently completed fiscal year and the market value of our ~~common~~voting and non-voting common stock inheld by non-affiliates is less than $700 million measured on the ~~future~~last business day of our second fiscal quarter. Specifically, as ~~additional~~a smaller reporting company, we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and ~~potentially~~have ~~substantial~~reduced ~~dilution~~disclosure ~~will~~obligations ~~occur.~~regarding Inexecutive ~~addition~~compensation, ~~investors~~and, ~~purchasing~~similar to emerging growth ~~shares~~companies, orif ~~other~~we ~~securities~~are a smaller reporting company with less than $100 million in ~~the~~annual ~~future~~revenue, ~~could~~we ~~have~~would ~~rights~~not ~~superior~~be required to ~~future~~obtain ~~investors~~an attestation report on internal control over financial reporting issued by our independent registered public accounting firm.

WeIf we ~~have~~fail ~~not~~to ~~paid~~remediate ~~cash~~our ~~dividends~~internal incontrol ~~the~~weaknesses ~~past~~ and domaintain ~~not~~an ~~expect~~effective system of internal controls over financial reporting, we may be unable to ~~pay~~accurately ~~dividends~~report inour ~~the~~results ~~future.~~of ~~Any~~operations, ~~return~~meet onour ~~investment~~reporting ~~will~~obligations ~~likely~~or beprevent ~~limited~~fraud, toand investor confidence and the ~~value~~market price of our common stock may be materially and adversely affected.

WeAs ~~have~~a ~~never~~public ~~paid~~company, ~~cash dividends on~~ our ~~common~~reporting obligations ~~stock~~place ~~and~~a dosignificant ~~not~~strain ~~anticipate doing so in the foreseeable future. The payment of dividends~~ on our ~~common stock will depend on earnings~~management, ~~financial~~ ~~condition~~operational and ~~other~~financial ~~business~~resources and ~~economic~~systems ~~factors~~for ~~affecting~~the usforeseeable atfuture ~~such~~and ~~time~~we ~~as our board of directors~~ may ~~consider relevant.~~be Ifunable weto dotimely ~~not~~complete ~~pay dividends,~~ our ~~common~~evaluation ~~stock~~testing ~~may~~and beany ~~less~~required ~~valuable because a return on your investment will only occur if our stock price appreciates~~remediation.

~~Since~~If we fail to remediate the weaknesses and maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented, or amended from time to time, we dowill not ~~anticipate~~be ~~paying~~able ~~any~~to ~~cash dividends~~conclude on an ongoing basis that we have effective internal control over financial reporting. Generally, if we continue to fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital ~~stock~~markets, harm our results of operations, and lead to a decline in the ~~foreseeable~~trading ~~future~~price of our common stock. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock ~~price~~exchange ~~appreciation,~~on ifwhich ~~any~~we list, ~~will~~regulatory beinvestigations ~~your~~and ~~sole~~civil ~~source~~or ofcriminal ~~gain~~sanctions.

We currently intend to retain all of our future earnings, if any, to finance the growth and development of our business. In addition, the terms of any future debt agreements may preclude us from paying dividends. As a result, appreciation, if any, in the market price of our common stock will be your sole source of gain for the foreseeable future.37

~~Future~~We may ~~issuances~~need ofadditional ~~debt securities~~capital, ~~which would~~and ~~rank~~we ~~senior~~may tobe ~~our~~unable ~~common~~to ~~stock~~obtain ~~upon~~such ~~our~~capital ~~bankruptcy~~in ora ~~liquidation,~~timely ~~and~~manner ~~future~~or ~~issuances~~on ofacceptable ~~preferred stock~~terms, ~~which~~or ~~would~~at ~~rank~~all. ~~senior~~Furthermore, to our ~~common~~future ~~stock~~capital ~~for~~needs ~~the~~may ~~purposes~~require ofus ~~dividends~~to ~~and~~sell ~~liquidating~~additional ~~distributions,~~equity ~~may~~or ~~adversely~~debt ~~affect~~securities ~~the~~that ~~level~~may ofdilute ~~return~~our ~~you~~stockholders ~~may~~or beintroduce ~~able~~covenants tothat ~~achieve~~may ~~from~~restrict anour ~~investment~~operations inor our ~~common~~ability ~~stock~~to pay dividends.

InTo ~~the~~continue ~~future,~~as ~~we may attempt to increase our capital resources by offering debt securities. In the event of~~ a ~~bankruptcy~~going ~~or liquidation~~concern, grow ~~holders of~~ our ~~debt~~business ~~securities,~~ and ~~lenders with~~remain ~~respect~~competitive, ~~to other borrowings~~ we may ~~make,~~require ~~would~~additional ~~receive~~capital ~~distributions~~from oftime ~~our available assets prior~~ to ~~any~~time ~~distributions~~for ~~being made to holders of~~ our ~~common~~daily ~~stock~~operation. ~~Moreover,~~Our ifability weto obtain ~~issue~~additional ~~preferred~~capital ~~stock~~is insubject ~~the future, the holders of such preferred stock could be entitled~~ to ~~preferences~~a ~~over~~variety ~~holders~~ of ~~common stock in respect of the payment of dividends and the payment of liquidating distributions. Because our decision to issue debt or preferred securities in any future offering~~uncertainties, or borrow money from lenders, will depend in part on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any such future offerings or borrowings. Holders of our common stock must bear the risk that any such future offerings we conduct or borrowings we make may adversely affect the level of return they may be able to achieve from an investment in our common stock.including:

We● ~~may~~our ~~need~~market toposition ~~implement~~and ~~additional~~competitiveness ~~finance and~~in ~~accounting~~the ~~systems,~~content ~~procedures~~creation and ~~controls~~social asmedia weplatform ~~grow~~market; ● our ~~business~~future profitability, overall financial condition, results of operations and ~~organization~~cash flows; and to● ~~satisfy~~economic, ~~new~~political ~~reporting~~and ~~requirements~~other conditions in the U.S. and internationally.

~~Upon~~We may ~~becoming~~be ~~subject~~unable to ~~reporting~~obtain ~~requirements of~~additional ~~the~~capital ~~Securities~~in ~~Exchange Act of 1934,~~a astimely ~~amended~~manner ~~(the~~or ~~“Exchange Act”),~~on weacceptable ~~will~~terms beor ~~required~~at ~~to comply~~all. ~~with~~In aaddition, ~~variety~~our offuture ~~extensive~~capital ~~reporting, accounting,~~ needs and other ~~rules~~business ~~and~~reasons ~~regulations.~~could ~~Compliance~~require ~~with~~us ~~each~~to ofsell ~~these~~additional ~~requirements is~~equity ~~expensive,~~or ~~time~~debt ~~consuming~~securities ~~and~~or ~~intricate.~~obtain ~~Further~~a ~~requirements~~credit ~~may~~facility. ~~increase~~The ~~our~~sale ~~costs~~of ~~and~~additional equity ~~require~~or ~~additional~~equity-linked ~~management~~securities ~~time~~could ~~and~~dilute ~~resources~~our stockholders. We ~~may~~The ~~need~~incurrence toof ~~implement~~indebtedness ~~additional~~would ~~finance~~result ~~and~~in ~~accounting~~increased ~~systems,~~debt ~~procedures~~service obligations and ~~controls~~could toresult ~~satisfy~~in ~~our~~operating ~~reporting~~and ~~requirements.~~financing ~~We intend~~covenants tothat ~~remediate~~would ~~this~~restrict ~~weakness~~our ~~when~~operations weor ~~become~~our aability ~~public~~to ~~company~~pay bydividends to ~~adding~~our ~~additional, qualified and experienced accounting personnel~~stockholders.

~~If our internal controls over financial reporting~~Substantial ~~remain~~future ~~ineffective,~~sales ~~such~~or ~~failure~~perceived ~~could~~potential ~~cause~~sales ~~investors~~of toour ~~lose~~common ~~confidence~~stock in ~~our~~the ~~reported~~public ~~financial~~market ~~information,~~could ~~negatively~~cause ~~affect~~ the ~~market~~ price of our common stock, ~~subject us~~ to ~~regulatory investigations and penalties, cause us to have to restate our financial statements, and adversely impact our business and financial condition~~decline.

36On January 27, 2025, we implemented a 1-for-20 reverse stock split of our issued and outstanding shares of common stock. As a result of the reverse stock split, every 20 shares of existing common stock were consolidated into one share, reducing the total number of issued shares from 52,808,589 to 2,640,429. All registered shares of common stock are freely transferable without restriction or additional registration under the Securities Act. Sales of common stock in the market by registered stockholders, or even the perception that such sales may occur, could cause a decline in the market price of our common stock and could have a material adverse effect on our business, financial condition, and results of operations.

WeOur certificate ~~are~~of ~~an emerging~~incorporation ~~growth company,~~designates ~~and~~a ~~any~~state ~~decision~~or onfederal ~~our~~court ~~part~~located towithin ~~comply~~the ~~only~~State ~~with~~of ~~certain~~Delaware ~~reduced~~as ~~reporting~~the ~~and~~exclusive ~~disclosure~~forum ~~requirements~~for ~~applicable~~certain litigation tothat ~~emerging growth~~may ~~companies~~be ~~could~~initiated ~~make~~by our ~~common~~stockholders, ~~stock~~which ~~less~~could ~~attractive~~limit our stockholders’ ability to ~~investors~~obtain a favorable judicial forum for disputes with us.

WePursuant to ~~are~~our certificate of incorporation and our bylaws, unless we consent in writing to the selection of an ~~emerging~~ ~~growth~~alternative ~~company~~forum, the sole and, exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary asduty ~~long~~owed asby weany ~~continue~~of our directors, officers or other employees to beus ~~an emerging~~or ~~growth~~our ~~company~~stockholders, we(iii) ~~may~~any ~~choose~~action asserting a claim against us arising pursuant to ~~take~~any ~~advantage~~provision of ~~exemptions~~the ~~from~~Delaware ~~various~~General ~~reporting~~Corporation ~~requirements~~Law, (iv) any action asserting a claim against the Corporation ~~applicable~~governed by the internal affairs doctrine, in each case subject to ~~other~~the ~~public~~Court ~~companies~~of Chancery of the State of Delaware having jurisdiction over the subject matter and personal jurisdiction over the indispensable parties name as defendants therein, or (v) any action asserting an “internal corporate claim” as that ~~are~~term is defined in Section 115 of the DGCL. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to this provision. The forum selection clause in our bylaws may have the effect of discouraging lawsuits against us or our directors and officers and may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us. These choice of forum provisions will not ~~“emerging~~apply ~~growth~~to ~~companies~~suits brought to enforce a duty or liability created by the Securities Act,” ~~including:~~the Exchange Act, or any other claim for which federal courts have exclusive jurisdiction.

●These exclusive ~~not~~forum ~~being~~provisions ~~required~~may limit the ability of our stockholders to ~~have~~bring a claim in a judicial forum that such stockholders find favorable for disputes with us or our ~~independent~~directors, ~~registered~~officers, ~~public~~or ~~accounting~~employees, ~~firm~~if ~~audit~~any, which may discourage such lawsuits against us and our directors, ~~internal~~officers, ~~control~~and ~~over~~employees, if any. Alternatively, if a court were to find the choice of forum provisions contained in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, financial ~~reporting~~condition, and operating results. For example, under ~~Section~~the ~~404~~Securities ofAct, federal courts have concurrent jurisdiction over all suits brought to enforce any duty or liability created by the ~~Sarbanes-Oxley~~Securities Act;, and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In addition, the exclusive forum provisions described above do not apply to any actions brought under the Exchange Act.

~~● reduced disclosure obligations regarding executive compensation in our periodic reports and annual report on Form 10-K; and~~38

●Item 1B. ~~exemptions~~Unresolved ~~from~~Staff ~~the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved~~Comments.

~~We could be an emerging growth company for~~Not ~~up to five years following the listing of our common stock on the Nasdaq Market~~applicable. ~~Our status as an emerging growth company will end as soon as any of the following takes place:~~

~~● the last day of the fiscal year in which we have more than $1~~Item 1C.07 ~~billion in annual revenue;~~Cybersecurity

●Risk Management ~~the~~and ~~date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates as of the prior June 30;~~Strategy

●We have ~~the~~an ~~date~~information onsecurity ~~which~~program wedesigned ~~have~~to ~~issued~~identify, inprotect, ~~any~~detect ~~three-year~~and ~~period~~respond to, ~~more~~and ~~than~~manage $1reasonably foreseeable cybersecurity risks and threats.0 ~~billion~~These processes are integrated into our overall enterprise risk management framework. To protect our information systems from cybersecurity threats, we utilize various security tools and methodologies, including regular vulnerability assessments, that help prevent, identify, escalate, investigate, resolve, and recover from identified vulnerabilities and security incidents in ~~non-convertible~~a ~~debt~~reasonably ~~securities;~~timely ormanner. These include, but are not limited to, internal reporting and tools for monitoring and detecting cybersecurity threats, as well as processes to assess and manage cybersecurity risks associated with our third-party service providers.

●We evaluate the ~~last~~risks ~~day~~associated ofwith ~~the~~technology ~~fiscal~~and ~~year~~cybersecurity ~~ending~~threats and ~~after~~monitor ~~the~~our ~~fifth~~information ~~anniversary~~systems offor ~~the~~potential ~~listing~~weaknesses. ofWe periodically review and test our ~~common~~information ~~stock~~technology system on a regular basis and also utilize internal team personnel to evaluate and assess the ~~Nasdaq~~efficacy ~~Market~~of our information technology system and enhance our controls and procedures. The results of these assessments are reported to our Audit Committee and, from time to time, our Board of Directors.

WeThere can ~~cannot~~be ~~predict~~no ifassurances ~~investors~~that ~~will find~~ our ~~common stock~~cybersecurity ~~less~~risk ~~attractive~~management ifprogram weand ~~choose~~processes, toincluding ~~rely~~our onpolicies, ~~the~~controls, ~~exemptions~~or ~~afforded~~procedures, ~~emerging growth companies. If some investors find our common stock~~will ~~less~~be ~~attractive~~fully ~~because we rely on any of these exemptions~~implemented, ~~there~~complied ~~may~~with beor aare ~~less~~effective ~~active~~in ~~trading~~protecting ~~market for~~ our ~~common~~systems ~~stock~~ and ~~the market price of our common stock may be more volatile~~information.

~~Under the JOBS Act, emerging growth companies~~As ~~can~~of also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the ~~earlier~~date of ~~the~~this ~~date~~report, we ~~(i)~~ are nonot ~~longer~~aware ~~an emerging growth company or (ii) affirmatively and irrevocably opt out~~ of ~~the~~any ~~extended~~cybersecurity ~~transition~~incidents, ~~period~~that ~~provided~~have inhad ~~the~~a ~~JOBS~~materially ~~Act.~~adverse Aseffect aon ~~result,~~ our ~~financial statements may not be comparable~~operations, tobusiness, ~~companies~~results ~~that~~of ~~comply~~operations, ~~with new~~ or ~~revised~~financial ~~accounting pronouncements as of public company effective dates~~condition.

~~We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growth company.”~~39

As a public company, we expect to incur significant legal, accounting and other expenses that we did not incur as a private company, particularly after we are no longer an “emerging growth company” as defined under the JOBS Act. In addition, new and changing laws, regulations and standards relating to corporate governance and public disclosure, including the Dodd-Frank Act and the rules and regulations promulgated and to be promulgated thereunder, as well as under the Sarbanes-Oxley Act and the JOBS Act, have created uncertainty for public companies and increased costs and time that boards of directors and management must devote to complying with these rules and regulations. The Sarbanes-Oxley Act and related rules of the SEC and the Nasdaq Stock Market regulate corporate governance practices of public companies. We expect compliance with these rules and regulations to increase our legal and financial compliance costs and lead to a diversion of management time and attention from sales-generating activities. For example, we will be required to adopt new internal controls and disclosure controls and procedures. In addition, we will incur additional expenses associated with our SEC reporting requirements and increased compensation for our management team. We cannot predict or estimate the amount of additional costs we will incur as a public company or the specific timing of such costs.Governance

37Our Board of Directors considers cybersecurity risk as part of its risk oversight function. It has delegated oversight of cybersecurity and other information technology risks to the Audit Committee of the Board of Directors. The Audit Committee oversees the implementation of the cybersecurity risk management program.

~~Because~~The Audit ofCommittee ~~our~~receives ~~status~~periodic asreports anfrom ~~emerging~~management ~~growth company,~~on ~~you~~potential ~~will~~cybersecurity ~~not~~risks beand ~~able~~threats. toThe ~~depend~~Audit onCommittee ~~any~~reports ~~attestation~~to the ~~from~~full ~~our~~Board ~~independent~~of ~~registered~~Directors ~~public~~regarding ~~accounting~~its ~~firm~~activities, asincluding those related to ~~our~~cybersecurity. ~~internal~~The ~~control~~full Board of Directors also receives ~~over~~briefings ~~financial~~from ~~reporting~~management ~~for~~on the ~~foreseeable~~cybersecurity ~~future~~risk management program as needed.

~~Our independent registered public accounting firm~~Management, ~~will~~including ~~not be required to attest to~~ the ~~effectiveness~~Chief ofExecutive ~~our~~Officer ~~internal~~is ~~control~~responsible ~~over~~for ~~financial~~assessing ~~reporting~~and ~~pursuant~~managing ~~to Section 404 of~~ the Company’s ~~Sarbanes-Oxley~~material ~~Act~~risks ~~until~~from ~~the~~cybersecurity ~~later~~threats. ofThe ~~the~~Chief ~~year~~Executive ~~following~~Officer, ~~our~~who ~~first~~has ~~annual~~over ~~report~~25 ~~required~~years toof beexperience ~~filed~~in ~~with~~information ~~the SEC or the date we are~~technology, nonetwork ~~longer~~infrastructure, anand ~~“emerging~~cybersecurity ~~growth~~management, ~~company”~~oversees asthe ~~defined~~Company’s incybersecurity ~~the~~risk ~~JOBS~~management ~~Act. Accordingly~~program, ~~you~~including ~~will not be able to depend on any attestation~~supervision ~~concerning~~of ~~our~~ internal ~~control~~cybersecurity ~~over~~personnel ~~financial~~and ~~reporting~~external ~~from~~cybersecurity ~~our~~consultants. ~~independent~~Management ~~registered~~regularly ~~public~~evaluates ~~accounting~~cybersecurity ~~firm~~risks, ~~for the foreseeable future.~~monitors ~~Subsequent~~prevention toand ~~the~~detection ~~time frame above~~measures, ~~our~~and ~~independent~~reports ~~registered~~material ~~public~~cybersecurity ~~accounting~~matters ~~firm will not be required~~ to ~~attest to~~ the ~~effectiveness~~ Board of ~~our internal control over financial reporting pursuant to the Sarbanes-Oxley Act until such time that the Company becomes an “accelerated filer,” as defined by the SEC~~Directors.

IfThe management ~~our~~team ~~shares~~supervises ~~become~~efforts ~~subject~~ to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel, threat intelligence and other information obtained from governmental, public or private sources, including external consultants; and alerts and reports produced by security tools deployed in the ~~penny~~IT environment. ~~stock~~Our ~~rules~~cybersecurity incident response plan governs our assessment and response upon the occurrence of a material cybersecurity incident, including itthe ~~would~~process ~~become~~for ~~more~~informing ~~difficult~~senior tomanagement ~~trade~~and our ~~shares~~Board of Directors.

~~The SEC has adopted rules that regulate broker-dealer~~Item ~~practices in connection with transactions in penny stocks~~2. ~~Penny stocks are generally equity securities with a price of less than $5~~Properties.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. If we do not obtain or retain a listing on the Nasdaq Capital Market or if the price of our common stock falls below $5.00, our common stock will be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements would likely have the effect of reducing the trading activity in the secondary market for our common stock, and therefore stockholders may have difficulty selling their shares.

~~FINRA~~Our executive ~~sales~~offices ~~practice~~are ~~requirements~~located ~~may~~at ~~limit a~~160, ~~stockholder’s~~Yeouiseo-ro, ~~ability~~Yeongdeungpo-gu, toSeoul, ~~buy~~Republic of Korea 07231, and ~~sell~~our telephone number is +82-2-564-8588 . We consider our ~~stock~~current office space adequate for our current operations.

~~In addition to the “penny stock” rules~~Item ~~described above, the Financial Industry Regulatory Authority, Inc~~3. ~~(“FINRA”),~~Legal ~~has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer~~Proceedings. Prior to recommending speculative, low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. The FINRA requirements may make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity in our common stock. As a result, fewer broker-dealers may be willing to make a market in our common stock, reducing a stockholder’s ability to resell shares, as well as overall liquidity, of our common stock.

38As of the filing of this Annual Report on Form 10-K, 2026, the Company is not subject to any material pending legal proceedings or claims. Previously disclosed legal matters were associated with subsidiaries that have since been divested and no longer affect the Company’s operations or financial position.

~~We will incur increased costs as a result~~Item of4. ~~operating~~Mine asSafety ~~a listed public company and our management will be required to devote substantial time to new compliance initiatives and corporate governance practices~~Disclosures.

~~If at some point in the future we are no longer~~Not an “emerging growth company,” we will incur significant legal, accounting and other expenses that we have not incurred in the past. The Sarbanes-Oxley Act, the JOBS Act, the listing requirements of the Nasdaq Capital Market and other applicable ~~securities rules and regulations impose various requirements on public companies beyond what management has experienced in operating a privately held company~~. Our management and other personnel will need to devote a substantial amount of time to comply with these requirements. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain directors’ and officers’ liability insurance, which could make it more difficult for us to attract and retain qualified members of our board of directors. We cannot predict or estimate the amount of additional costs we will incur as a listed public company, or the timing of such costs, but such costs will be significant.

We are evaluating these rules and regulations, and cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. These rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.40

~~We may be considered a smaller reporting~~PART ~~company and will be exempt from certain disclosure requirements, which could make our common stock less attractive to potential investors.~~II

~~We are also a smaller reporting company as defined~~Item ~~in the Exchange Act~~5. WeMarket may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for soRegistrant’s ~~long~~Common as (i) the market value of our voting and non-voting common stock held by non-affiliates is less than $250 million measured on the last business day of our second fiscal quarter or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our voting and non-voting common stock held by non-affiliates is less than $700 million measured on the last business day of our second fiscal quarter. SpecificallyStock, ~~as a~~Related ~~smaller~~Stockholder ~~reporting company~~Matters, weand ~~may~~Issuer ~~choose~~Purchases ~~to present only the two most recent fiscal years~~ of ~~audited~~Equity financial statements in our Annual Report on Form 10-K and have reduced disclosure obligations regarding executive compensation, and, similar to emerging growth companies, if we are a smaller reporting company with less than $100 million in annual revenue, we would not be required to obtain an attestation report on internal control over financial reporting issued by our independent registered public accounting firmSecurities.

If(a) weMarket ~~fail~~Information toThe ~~remediate~~shares ~~our internal control weakness and maintain an effective system~~ of ~~internal~~our ~~controls~~Common ~~over~~Stock ~~financial~~are ~~reporting,~~traded weon ~~may~~Nasdaq beunder ~~unable~~the tosymbol ~~accurately~~“GITS” ~~report~~The ~~our~~shares ~~results~~ of ~~operations, meet~~ our ~~reporting~~Common ~~obligations~~Stock orcommenced ~~prevent~~public ~~fraud,~~trading ~~and~~on ~~investor~~August ~~confidence~~1, ~~and the market price of our common stock may be materially and adversely affected~~2023.

We(b) ~~have~~Holders ~~historically~~As ~~operated~~of asMay a22, ~~private~~2026, ~~company with~~we ~~limited~~had ~~accounting~~39 ~~personnel~~holders ~~and~~of ~~other~~record ~~resources~~of ~~with which to address~~ our ~~internal~~common ~~controls~~stock ~~and~~based ~~procedures.~~upon ~~The management has reviewed~~ the ~~current~~records ~~internal~~of ~~controls over financial reporting and concluded that~~ our ~~internal~~transfer ~~controls are ineffective~~agent, ~~registration~~which ~~statement. Our~~do ~~independent registered public accounting firm has~~ not ~~conducted~~include anbeneficial ~~audit~~owners of ~~our~~common ~~internal~~stock ~~control~~whose ~~over~~shares ~~financial~~are ~~reporting.~~held Inin ~~addition, after~~the wenames ~~become~~of avarious ~~public~~securities ~~company~~brokers, ~~our~~dealers ~~reporting obligations will place a significant strain on our management, operational~~ and ~~financial resources~~registered ~~and~~clearing ~~systems for the foreseeable future and we may be unable to timely complete our evaluation testing and any required remediation~~agencies.

~~During~~(c) ~~the~~Dividend ~~course~~We ofhave ~~documenting~~not ~~and~~paid ~~testing~~any ~~our internal~~cash ~~control~~dividends ~~procedures,~~on ~~we identified weaknesses and deficiencies in~~ our ~~internal~~common ~~control~~stock ~~over~~to ~~financial reporting~~date. InThe ~~addition, if~~decision weon ~~fail~~whether to ~~remediate~~pay ~~these~~cash ~~weaknesses~~dividends ~~and~~on ~~maintain the adequacy of~~ our ~~internal~~common ~~control~~stock ~~over~~in ~~financial~~the ~~reporting,~~future ~~as these standards are modified, supplemented, or amended from time to time, we~~ will ~~not~~ be ~~able~~made toby ~~conclude~~our onboard anof ~~ongoing basis that we have effective internal control over financial reporting. Generally~~directors, ifat weits ~~continue to fail to achieve and maintain an effective internal control environment~~discretion, we ~~could suffer material misstatements in our financial statements~~ and ~~fail~~will todepend ~~meet~~on our ~~reporting obligations, which would likely cause investors to lose confidence in our reported~~ financial ~~information. This could in turn limit our access to capital markets~~condition, ~~harm~~operating ~~our~~ results ~~of operations~~, ~~and~~capital ~~lead~~requirements toand aother ~~decline~~factors inthat the ~~trading~~board ~~price~~ of ~~our~~directors ~~common~~considers ~~stock~~significant. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions.

39(d) Securities Authorized for Issuance Under Equity Compensation Plans. See “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters – Securities Authorized for Issuance under Equity Compensation Plans” for information on securities authorized for issuance under equity compensation plans.

We(e) ~~may~~Recent ~~need~~Sales ~~additional~~of ~~capital~~Unregistered Securities On March 19, ~~and~~2025, wethe ~~may~~Company beissued ~~unable~~300,000 shares of Common Stock at a conversion price of $0.70 per share in connection with the conversion of $210,000 of indebtedness payable to ~~obtain~~ ~~such~~Evan ~~capital~~Trust. Debt conversion loss was $300,030. On May 7, 2025, the Company issued 90,123 shares of Common Stock at a conversion price of $1.19 per share, together with warrants to purchase 81,739 shares of Common Stock at an exercise price of $1.29 per share and expiring on the fifth anniversary of the issuance date, in connection with the conversion of $105,444 of indebtedness payable to Hangmuk Shin. Debt conversion loss was $178,748. On May 7, 2025, the Company issued 135,817 shares of Common Stock at a ~~timely~~conversion ~~manner~~price orof $1.27 per share, together with warrants to purchase 125,383 shares of Common Stock at an exercise price of $1.42 per share and expiring on ~~acceptable~~the ~~terms~~fifth anniversary of the issuance date, orin connection with the conversion of $175,205 of indebtedness payable to Jeyoun Baeg. Debt conversion loss was $257,054. On May 7, 2025, the Company issued 135,817 shares of Common Stock at ~~all~~a conversion price of $1.27 ~~Furthermore~~per share, ~~our~~together ~~future~~with ~~capital~~warrants ~~needs~~to ~~may~~purchase ~~require~~125,383 usshares of Common Stock at an exercise price of $1.42 per share and expiring on the fifth anniversary of the issuance date, in connection with the conversion of $175,205 of indebtedness payable to ~~sell additional~~Jungok ~~equity~~You. orDebt ~~debt~~conversion loss was $257,054. On May 20, 2025, the Company issued 246,666 shares of Common Stock at a conversion price of $0.70 per share in connection with the conversion of $172,666 of indebtedness payable to PixelArc LLC. Debt conversion loss was $175,343. On August 19, 2025, warrants held by Jungok You were exercised at an exercise price of $1.42 per share, resulting in the issuance of 125,383 shares of Common Stock for aggregate cash proceeds of approximately $ 178,044. All of the foregoing issuances of unregistered securities ~~that~~were ~~may~~made ~~dilute~~in ~~our~~reliance ~~stockholders~~upon orthe ~~introduce~~exemption ~~covenants~~from ~~that~~registration ~~may~~provided ~~restrict~~by ~~our~~Section ~~operations~~4(a)(2) of the Securities Act of 1933, as amended. The recipients of securities in each case represented their intention to acquire the securities for investment only and not with a view to or ~~our~~for ~~ability~~ sale in connection with any distribution thereof, and appropriate legends were affixed to ~~pay~~the ~~dividends~~share certificates and instruments issued in such transactions.

To(f) ~~grow~~Purchase ~~our~~of ~~business~~Equity ~~and~~Securities ~~remain~~by ~~competitive,~~the ~~we may~~Issuer ~~require~~and ~~additional~~Affiliated ~~capital~~Purchasers ~~from time to time for our daily operation~~None. ~~Our ability to obtain additional capital is subject to a variety of uncertainties, including:~~

●Item 6. ~~our market position and competitiveness in the content creation and social media platform market;~~Reserved.

●Item 7. ~~our~~Management’s ~~future~~Discussion ~~profitability,~~and ~~overall~~Analysis ~~financial condition, results~~ of ~~operations~~Financial Condition and ~~cash~~Results ~~flows;~~of ~~and~~Operations.

●You should ~~economic~~read this discussion and analysis together with our audited financial statements, ~~political~~the notes to such statements and the other ~~conditions~~financial information included in ~~the~~this UForm 10-K.S This discussion contains forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those set forth under the section entitled “Risk Factors” and ~~internationally~~elsewhere in this Form 10-K, our actual results may differ materially from those anticipated in these forward-looking statements. See “Special Note Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements.

We may be unable to obtain additional capital in a timely manner or on acceptable terms or at all. In addition, our future capital needs and other business reasons could require us to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity or equity-linked securities could dilute our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations or our ability to pay dividends to our stockholders.Overview

~~Because~~Global Interactive weTechnologies, doInc. ~~not~~(“Global ~~expect~~Interactive toTechnologies” ~~pay~~or ~~dividends in~~ the ~~foreseeable~~“Company”) ~~future,~~is ~~you~~a ~~must~~Delaware ~~rely~~corporation operating onand ~~price~~developing ~~appreciation~~Faning, ofa ~~our~~global ~~common~~digital ~~stock~~fan ~~for~~engagement ~~return~~platform focused on ~~your~~Korean ~~investment~~entertainment and culture, including K-pop.

WeFaning is ~~currently~~designed ~~intend~~ to ~~retain~~support ~~most,~~online iffan ~~not all~~communities, of ~~our~~user ~~available~~interaction, ~~funds~~multilingual communication, and ~~any~~digital ~~future~~engagement ~~earnings~~experiences toacross mobile ~~fund the development~~ and ~~growth~~web-based ~~of our business~~services. AsThe aplatform ~~result,~~evolved wefrom ~~do not expect to pay any cash dividends in~~ the ~~foreseeable~~legacy ~~future.~~Fantoo ~~Therefore,~~platform ~~you should not rely on an investment in our common stock as a source for any future dividend income~~ecosystem.

~~Our board of directors has complete discretion~~During ~~as to whether to distribute dividends~~2025, ~~subject~~the toCompany’s ~~certain~~primary ~~requirements~~operational offocus ~~Delaware~~was ~~General~~the ~~Corporation~~continued ~~Law. Even if our board of directors decides to declare and pay dividends~~development, ~~the timing~~maintenance, ~~amount~~ and ~~form~~support of ~~future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus,~~ the ~~amount~~Faning ~~of distributions~~platform, ~~if any, received by us~~along ~~from~~with ~~our~~preparation ~~subsidiaries,~~for our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our common stock will likely depend entirely upon any future ~~price~~commercialization ~~appreciation of our common stock~~initiatives. ~~There~~The isCompany noalso ~~guarantee~~focused ~~that~~on ~~our~~public ~~common~~company ~~stock~~compliance ~~will~~activities, ~~appreciate in value or even maintain the price at which you purchase the common~~operational ~~stock.~~restructuring, ~~You may not realize a return on your investment in our common stock~~ and ~~you~~financing ~~may even lose your entire investment in our common stock~~initiatives.

~~Substantial future sales or perceived potential sales of our common stock in the public market could cause the price of our common stock to decline.~~41

OnAlthough the ~~January~~Company ~~27,~~continued ~~2025,~~developing ~~we implemented a 1~~monetization-~~for-20 reverse~~related ~~stock~~functionality ~~split~~during of2025, ~~our~~including ~~issued~~digital ~~and~~engagement ~~outstanding shares of common stock. As a result of the reverse stock split~~features, ~~every 20 shares of existing~~subscription-related ~~common~~functionality, ~~stock~~and ~~were~~advertising ~~consolidated into one share~~infrastructure, ~~reducing~~ the ~~total~~Faning ~~number~~platform ofremained ~~issued~~in ~~shares~~an ~~from~~early-stage ~~52,808,589~~commercialization tophase ~~2,640,429.~~as ~~All~~of ~~registered~~December ~~shares~~31, ~~of common stock are freely transferable without restriction or additional registration under the Securities Act~~2025. ~~Sales~~Revenue ofgenerated ~~common stock~~from in the ~~market~~platform byduring ~~registered stockholders, or even~~ the ~~perception~~year ~~that~~remained ~~such sales may occur, could cause a decline in the market price of our common stock and could have a material adverse effect on our business, financial condition, and results of operations~~limited.

40The Company believes that continued global interest in Korean entertainment and culture may create future opportunities for user engagement and platform growth; however, the Company’s future growth and commercialization efforts remain subject to substantial uncertainty, including user adoption, successful execution of monetization initiatives, availability of capital resources, and overall market conditions.

~~Our certificate of incorporation designates~~Faning a state or federal court located within the State of Delaware as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.Platform

~~Pursuant to our certificate of incorporation and~~The ~~our~~Faning ~~bylaws,~~platform ~~unless~~includes wecommunity ~~consent~~engagement ~~in writing to the selection of an alternative forum~~tools, ~~the~~messaging ~~sole~~ and ~~exclusive~~communication ~~forum for (i) any derivative action or proceeding brought on our behalf~~features, ~~(ii) any~~multilingual ~~action~~support ~~asserting a claim of breach of a fiduciary duty owed by any of our directors~~functionality, ~~officers~~ ~~or other employees to us or our stockholders, (iii) any action asserting a claim against us arising pursuant to any provision~~user-generated ofcontent ~~the Delaware General Corporation Law~~capabilities, (iv) any action asserting a claim against the Corporation governed by the internal affairs doctrine, in each case subject to the Court of Chancery of the State of Delaware having jurisdiction over the subject matter and ~~personal jurisdiction~~digital ~~over~~participation ~~the~~systems ~~indispensable~~intended parties name as defendants therein, or (v) any action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to ~~have~~facilitate ~~notice~~interaction ofamong ~~and~~users ~~consented~~with toshared ~~this~~entertainment ~~provision. The forum selection clause in our bylaws may have the effect of discouraging lawsuits against us or our directors~~ and ~~officers and may limit our stockholders’~~ ~~ability~~cultural ~~to obtain a favorable judicial forum for disputes with us~~interests. These choice of forum provisions will not apply to suits brought to enforce a duty or liability created by the Securities Act, the Exchange Act, or any other claim for which federal courts have exclusive jurisdiction.

~~These exclusive forum provisions may limit the~~The ~~ability~~Company ofhas ~~our~~also ~~stockholders~~explored ~~to bring a claim in a judicial forum that such stockholders find favorable for disputes with us or our directors, officers, or employees, if any, which may discourage such lawsuits against us~~ and ~~our~~developed ~~directors,~~various ~~officers,~~monetization ~~and~~initiatives employees, if any. Alternatively, if a court were to find the choice of forum provisions contained in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with ~~resolving~~the ~~such action in other jurisdictions~~platform, ~~which~~including ~~could~~digital ~~materially~~engagement ~~adversely~~tools, ~~affect~~subscription-related ~~our business~~functionality, ~~financial~~advertising ~~condition~~infrastructure, and ~~operating~~other ~~results.~~fandom-related ~~For~~digital ~~example,~~services. ~~under~~As ~~the~~of ~~Securities~~December ~~Act~~31, ~~federal courts have concurrent jurisdiction over all suits brought to enforce any duty or liability created by the Securities Act~~2025, ~~and investors cannot waive compliance~~these ~~with~~monetization ~~the~~initiatives ~~federal~~remained ~~securities~~in ~~laws~~early ~~and~~stages ~~the~~of ~~rules and regulations thereunder~~commercialization. ~~In addition, the exclusive forum provisions described above do not apply to any actions brought under the Exchange Act.~~

~~Inconsistencies in legal filings related~~Key toPerformance ~~the reverse stock split, caused by former legal counsel, may expose the Company to compliance or reputational risks.~~Indicators

~~In connection with the reverse stock split approved~~Management bymonitors ~~shareholders~~certain inoperational ~~2024,~~metrics ~~the Company’s former legal counsel drafted~~ and ~~filed~~key ~~documents~~performance ~~that~~indicators ~~contained~~(“KPIs”) ~~inconsistencies~~to ~~between~~evaluate ~~the proxy~~platform ~~disclosure~~activity and ~~the~~future ~~Certificate~~business opportunities. ofThese ~~Amendment~~metrics ~~filed~~include ~~with~~registered ~~the~~users, ~~Delaware~~monthly ~~Secretary~~active ofusers ~~State.~~(“MAUs”), ~~These~~average ~~discrepancies~~revenue ~~were~~per ~~not~~user ~~the result~~(“ARPU”), ~~of Company management~~ and ~~were~~user ~~addressed~~acquisition ~~promptly~~cost ~~upon discovery~~(“UAC”).

~~See~~The legacy ~~“Reverse~~Fantoo ~~Stock~~platform ~~Split~~historically ~~and~~accumulated ~~Legal~~approximately ~~Disclosure~~26.6 million registered accounts as of December 31, 2024. The Company views ~~Clarification”~~this ~~under~~historical ~~Management’s~~registered ~~Discussion~~account ~~and~~base ~~Analysis~~as a potential long-term strategic asset; however, the Company did not complete a migration or reactivation of ~~Financial~~this ~~Condition~~historical user base during 2025 and ~~Results~~cannot ofcurrently ~~Operations~~predict ~~for~~the ~~additional~~extent to which such historical users may become ~~details~~active users, retained users, or monetizable users within the Faning platform.

~~Item~~ARPU remained 1Blimited during 2025 as the Company continued operating in an early-stage commercialization phase. ~~Unresolved~~Management ~~Staff~~expects ~~Comments~~that future operational performance, if commercialization initiatives are successfully implemented, may depend on user engagement, monetization adoption, marketing efficiency, and broader platform growth initiatives.

~~Not~~Components of ~~applicable.~~Results of Operations

~~Item 1C. Cybersecurity~~Functional Currency

~~Risk~~The ~~Management~~functional currency of the Company’s operations is the Korean Won (“KRW”). The Company’s some accounting records are maintained in KRW and translated ~~Strategy~~into the U.S. Dollar(“USD”) for financial reporting purposes. Exchange rate fluctuations between KRW and USD may affect the Company’s reported financial results.

We have an information security program designed to identify, protect, detect and respond to, and manage reasonably foreseeable cybersecurity risks and threats. To protect our information systems from cybersecurity threats, we utilize various security tools that help prevent, identify, escalate, investigate, resolve, and recover from identified vulnerabilities and security incidents in a reasonably timely manner. These include, but are not limited to, internal reporting and tools for monitoring and detecting cybersecurity threats.Revenue

~~We evaluate the risks~~The ~~associated~~Company’s ~~with~~revenue ~~technology~~is ~~and~~currently ~~cybersecurity~~derived ~~threats~~primarily ~~and~~from ~~monitor~~limited ~~our~~early-stage ~~information~~Faning ~~systems for potential weaknesses. We review and test our information technology system on an as~~platform-~~needed~~related ~~basis~~activities and ~~also~~certain ~~utilize internal team personnel to evaluate and assess the efficacy of~~legacy ~~our~~business ~~information technology system and enhance our controls and procedures~~activities. ~~The~~Revenue ~~results~~during of2025 ~~these~~remained ~~assessments~~limited ~~are~~as ~~reported~~the toCompany ~~our~~continued ~~Audit Committee~~operating ~~and,~~in ~~from~~an ~~time~~early-stage tocommercialization ~~time, our Board of Directors~~phase.

41The Company has been developing monetization initiatives associated with the Faning platform, including digital engagement features, subscription-related functionality, advertising-related infrastructure, and other platform-based services. However, these monetization initiatives remained in early stages during 2025 and did not generate material revenue during the fiscal year.

There can be no assurances that our cybersecurity risk management program and processes, including our policies, controls, or procedures, will be fully implemented, complied with or are effective in protecting our systems and information.42

~~As of the date of~~Cost ~~this report, we are not aware~~ of any cybersecurity incidents, that have had a materially adverse effect on our operations, business, results of operations, or financial condition. Please refer to the “Risk Factors” in Part I, Item 1A of this Form 10-K for more information on risks posed by cybersecurity threats to the Company.Revenue

~~Governance~~Cost of revenue consists primarily of platform-related service costs, hosting and infrastructure expenses, and other costs directly associated with revenue-generating activities.

~~Our Board of Directors~~Sales ~~considers cybersecurity risk as part of its risk oversight function. It has delegated oversight of cybersecurity~~ and ~~other~~Marketing ~~information technology risks to the Audit Committee of the Board of Directors. The Audit Committee oversees the implementation of the cybersecurity risk management program.~~Expense

~~The Audit Committee receives~~Sales ~~periodic reports from management on potential cybersecurity risks~~ and ~~threats.~~marketing ~~The~~expenses ~~Audit~~consist ~~Committee~~primarily ~~reports~~of toadvertising, ~~the~~promotional ~~full~~activities, ~~Board~~user ofacquisition ~~Directors regarding~~initiatives, ~~its~~consulting ~~activities~~expenses, ~~including~~travel, and ~~those~~other marketing-related ~~to cybersecurity~~costs. ~~The~~Advertising ~~full~~costs ~~Board~~are ofexpensed ~~Directors also receives briefings from management on the cybersecurity risk management program~~ as ~~needed~~incurred.

~~Management is responsible~~Sales ~~for assessing~~ and ~~managing~~marketing ~~our~~expenses ~~material~~may ~~risks~~fluctuate ~~from~~depending ~~cybersecurity~~on ~~threats.~~the ~~Management~~timing ~~has primary responsibility for our overall cybersecurity risk management program~~ and ~~supervises~~scale ~~both~~of ~~the~~future ~~internal~~marketing ~~cybersecurity~~initiatives ~~personnel~~ and ~~external~~commercialization ~~cybersecurity consultants~~activities.

~~The management team supervises~~Research ~~efforts to prevent, detect, mitigate,~~ and ~~remediate~~Development cybersecurity risks and incidents through various means, which may include briefings from internal security personnel, threat intelligence and other information obtained from governmental, public or private sources, including external consultants; and alerts and reports produced by security tools deployed in the IT environment. Our cybersecurity incident response plan governs our assessment and response upon the occurrence of a material cybersecurity incident, including the process for informing senior management and our Board of Directors.Expense

~~Item~~Research and 2.development ~~‘Properties~~expense consists primarily of costs associated with maintaining, supporting, and developing the Faning platform, including software development, contractors, technology infrastructure, and related personnel costs.

~~The Company uses approximately 19,200 square feet of office space at~~General ~~the~~and ~~Seoul~~Administrative ~~Marina free of charge.~~Expense

~~Item~~General and 3.administrative ~~Legal~~expenses ~~Proceedings~~consist primarily of personnel-related costs, professional fees, public company compliance expenses, legal and accounting costs, investor relations expenses, consulting fees, office expenses, and other corporate administrative costs.

AsDuring 2025, ofa ~~December~~substantial ~~31,~~portion ~~2024,~~of the Company’s isoperating ~~not~~expenses ~~subject~~ related to ~~any~~public ~~material~~company ~~pending~~compliance ~~legal~~activities, ~~proceedings~~financing ~~or claims. Previously disclosed~~ initiatives, legal ~~matters~~and ~~were~~professional ~~associated~~fees, ~~with subsidiaries that have since been divested~~ and nocorporate ~~longer~~administrative ~~affect the Company’s operations or financial position~~matters.

~~Item~~Results of ~~4. Mine Safety Disclosures.~~Operations

~~Not~~Year Ended ~~applicable.~~December 31, 2025 Compared to Year Ended December 31, 2024

42Revenue

~~PART~~Revenue for IIthe year ended December 31, 2025 was approximately $1,932, compared to no material revenue during the year ended December 31, 2024.

~~Item~~Revenue during 52025 primarily reflected limited early-stage commercialization activities associated with the Faning platform. ~~Market~~The ~~for~~Company ~~Registrant’s~~remained in ~~Ordinary~~the ~~Shares,~~development ~~Related~~and ~~Shareholder~~user ~~Matters~~integration phase throughout most of 2025, and ~~Issuer~~monetization ~~Purchases~~initiatives ofhad ~~Equity~~not ~~Securities~~yet achieved material scale.

~~(a) Market Information~~43

~~Our Class A Common Stock is listed on The Nasdaq Capital Market under~~Operating the symbol “GITS.” Trading commenced on August 1, 2023. On December 29, 2024, we changed our corporate name from Hanryu Holdings, Inc. to Global Interactive Technologies, Inc., and our Nasdaq ticker symbol was changed from “HRYU” to “GITS.” On January 27, 2025, we effected a 1-for-20 reverse stock split of our Class A Common Stock. For additional information regarding the legal and procedural matters related to the reverse stock split, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Reverse Stock Split and Legal Disclosure ClarificationExpenses

~~(b)~~Operating expenses ~~Holders~~for the year ended December 31, 2025 were approximately $2.44 million, compared to approximately $0.89 million for the year ended December 31, 2024.

As of December 31, 2024, we had 59 holders of record of our common stock based upon the records of our transfer agent, which do not include beneficial owners of common stock whose shares are held in the names of various securities brokers, dealers and registered clearing agencies.

Line Item	FY2025		FY2024		Change
Revenue		1,932		0		1,932
Operating Expenses		2,440,752		888,363		1,552,389
Other Expenses		2,194,073		3,895,288		(1,701,215	)
Net Loss		4,632,893		6,171,969		(1,539,076	)
Cash and Cash Equivalents		6,990		2,352		4,638
Stockholders’ Equity		3,442,705		5,736,084		(2,293,379	)

~~(c)~~The increase ~~Dividends~~in operating expenses was primarily attributable to public company operating costs, including legal, accounting, audit, investor relations, Nasdaq compliance, and other professional expenses associated with operating as a publicly listed company, as well as expenses related to attempted financing and capital markets activities during 2025. The increase was not primarily driven by material revenue-generating operations.

WeThe Company ~~have~~also ~~not~~incurred ~~paid~~additional ~~any~~expenses ~~cash~~related ~~dividends~~to oncorporate ~~our~~governance, ~~ordinary shares~~SEC toreporting ~~date.~~obligations, ~~The~~financing ~~decision~~initiatives, onand ~~whether~~administrative infrastructure toassociated ~~pay~~with ~~cash~~maintaining ~~dividends~~and onsupporting ~~our~~its ~~common~~public ~~stock~~company inoperations. ~~the~~During ~~future~~2025 ~~will~~and be2024, ~~made~~Research byand ~~our~~Development ~~board~~expenses ofand ~~directors~~Sales and Marketing expenses remained minimal, as atthe Company primarily focused its ~~discretion,~~resources and ~~will~~liquidity ~~depend~~ on ~~our~~establishing ~~financial~~its ~~condition,~~public ~~operating~~company ~~results~~infrastructure and corporate governance. However, ~~capital~~the ~~requirements~~Company ~~and~~expects ~~other~~these ~~factors~~expenses ~~that~~to ~~the~~increase ~~board of~~significantly ~~directors~~in ~~considers~~future ~~significant~~periods as it shifts focus toward platform development and user growth.

~~(d)~~The Company ~~Securities~~expects ~~Authorized~~operating ~~for~~expenses ~~Issuance~~to ~~Under~~remain ~~Equity~~elevated ~~Compensation~~as ~~Plans~~it continues investing in platform functionality, infrastructure scalability, and user acquisition initiatives, while also continuing to incur significant public company compliance and professional service costs.

~~None.~~Impairment Loss on Intangible Assets

~~(e)~~The Company ~~Recent~~recorded ~~Sales~~an impairment loss on intangible assets of ~~Unregistered~~approximately ~~Securities~~$1.02 million during the year ended December 31, 2025, compared to approximately $94,000 during the year ended December 31, 2024.

~~None~~The impairment charge primarily reflected management’s reassessment of projected future cash flows and commercialization timelines associated with certain intangible assets, taking into account the Company’s limited current revenues, ongoing operating losses, and revised near-term market assumptions.

~~(f) Purchases of Equity Securities by the Issuer and Affiliated Purchasers~~Net Loss

~~See~~Net loss ~~Item~~for 11the year ended December 31, 2025 was approximately $ 4.63 million, compared to approximately $6.17 million during the year ended December 31, 2024.

~~Item~~The decrease 6.in ~~Reserved~~net loss was primarily attributable to the gain on disposal of subsidiaries recognized during 2024, partially offset by increased operating expenses and higher impairment charges during 2025.

~~Item 7. Management’s Discussion~~ Liquidity and ~~Analysis~~Capital ~~of Financial Condition and Results of Operations.~~Resources

~~You should read this discussion and analysis together~~As ~~with~~of ~~our~~December ~~audited financial statements~~31, ~~the notes to such statements~~2025, ~~and~~ the ~~other~~Company ~~financial~~had ~~information~~cash ~~included in this Form 10-K. This discussion contains forward-looking statements that involve risks~~ and ~~uncertainties.~~cash Asequivalents ~~a result~~ of ~~many~~approximately ~~factors~~$6,990, ~~such~~compared asto ~~those~~approximately ~~set forth under the section entitled “Risk Factors” and elsewhere in this Form 10-K~~$2,352 ~~our~~as ~~actual results may differ materially from those anticipated in these forward-looking statements. See “Cautionary Statements Regarding Forward-Looking Statements” for a discussion~~ of ~~the uncertainties~~December 31, ~~risks, and assumptions associated with these statements~~2024.

~~Overview~~The following table summarizes our cash flows from continuing operations for the periods presented:

The Company also implemented significant leadership changes and board realignment aimed at improving governance and execution. A new management team with deeper public company experience was appointed, and the workforce was streamlined by transitioning core functions to outsourced development and operational support, significantly reducing capital expenditure while enhancing operational flexibility.

	December 31, 2025 ($)			December 31, 2024 ($)			Change ($)
Not cash used in operating activities		(751,197	)		(456,431	)		(294,766	)
Net cash provided by investing activities		0			154,418			(154,148	)
Net cash provided by financing activities		757,344			368,152			389.192
Total Net Change in Cash – Continued Operations		6,147			65,887			(59,740	)
Cash beginning of period – continued operations		2,352			69,688			(67,336	)
Cash end of period – continued operations		6,990			2,352			4,638

~~Liquidity~~Operating remained constrained during the year, driven by negative operating cash flow and continued investment in the FANING platform. As of December 31, 2024, the Company had current assets of $2,987 and current liabilities of $668,339, resulting in an accumulated deficit of $37,901,301. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. To support its turnaround efforts, the Company plans to raise new capital through equity financing and borrowing and expects revenue growth and cost efficiency to improve following the release of the upgraded FANING platform in 2025.Activities

~~Refer~~Net tocash ~~the~~used ~~subsequent~~in ~~sections~~operating ofactivities ~~this~~from ~~Item~~continuing 7operations was $751,197 for athe ~~detailed~~year ~~discussion~~ended ofDecember 31, 2025, compared to $456,431 for the year ended December 31, 2024. Although our net ~~results~~loss ofdecreased slightly from $4,783,651 in 2024 to $4,632,893 in 2025, the cash outflow from operations increased by $294,766. ~~liquidity~~This increased cash usage was primarily driven by cash paid for public company operating costs and ~~capital~~compliance ~~resources~~activities, partially offset by significant non-cash adjustments in 2025, including $1,021,192 in amortization, $1,168,228 in debt extinguishment loss, and ~~financial~~$1,019,611 in ~~condition~~impairment loss on intangible assets, as well as a $459,096 increase in non-trade accounts payable.

43Investing Activities

~~Results~~Net cash provided by investing activities from continuing operations was $0 for the year ended December 31, 2025, compared to $154,148 for the year ended December 31, 2024. The cash inflow in 2024 was primarily attributable to $84,154 from the collection of ~~Operations~~short-term loan receivables and $84,097 from the disposal of property and equipment, whereas there were no such investing activities or asset disposals during 2025.

~~The~~Financing ~~Company’s~~Activities ~~consolidated statements of operations for the years ended December 31, 2024~~ and ~~2023~~Capital ~~are as follows.~~Resources

~~GLOBAL~~The ~~INTERACTIVE~~Company ~~TECHNOLOGIES~~has historically financed operations through equity issuances, ~~INC~~debt financing, and related-party support. ~~AND~~ Net cash provided by financing activities from continuing operations ~~ITS~~was ~~SUBSIDIARIES~~$757,344 for the year ended December 31, 2025, compared to $368,152 for the year ended December 31, 2024. The $389,192 increase in financing cash inflow was primarily driven by capital raising and liquidity management initiatives in 2025, which included $358,573 in proceeds from short-term loan payable, $220,727 in proceeds from short-term loan payable from related parties, and $178,044 in proceeds from the exercising of warrants. These inflows were utilized to fund our working capital requirements and support ongoing public company compliance operations.

~~Consolidated Statements of Operations For the Years Ended December 31, 2024 and 2023~~44

	December 31, 2024			December 31, 2023
Sales	$	—		$	—
Cost of Revenue		—			—
Gross profit		—			—
Operating cost and expenses		(888,363	)		(2,005,925	)
Loss from operations		(888,363	)		(2,005,925	)
OTHER INCOME (EXPENSE):
Impairment loss on intangible assets		(94,264	)		—
Gain on disposal of subsidiary		12,400,373			—
Loss on disposal of tangible assets		(23,937	)		—
Interest income (expense), net		(1,181	)		32
Gain on foreign currency transactions		3,617			154,561
Bad-debt expense of other assets		(16,179,823	)		—
Other expense, net		(73	)		—
Net other (expense)/ income		(3,895,288	)		154,593
Net Loss from continuing operations before taxes		(4,783,651	)		(1,851,332	)
Income tax expense		—			—
Net loss from continuing operations		(4,783,651	)		(1,851,332	)
Discontinued operations:
Loss from discontinued operations		(1,388,318	)		(7,556,303	)
Income tax benefit		—			—
Loss from discontinued operation		(1,388,318	)		(7,556,303	)
Net Loss		(6,171,969	)		(9,407,635	)
Less net loss attributable to non-controlling interest		—			(121,725	)
Net Loss attributable to equity holders of the Company		(6,171,969	)		(9,285,910	)
Net Loss		(6,171,969	)		(9,407,635	)
Basic net loss per share:
Loss from continuing operations		(1.81	)		(0.73	)
Loss from discontinued operations		(0.53	)		(2.99	)
Total basic net loss per share		(2.34	)		(3.68	)
Diluted net loss per share
Loss from continuing operations		(1.81	)		(0.73	)
Loss from discontinued operations		(0.53	)		(2.99	)
Total diluted net loss per share		(2.34	)		(3.68	)
Weighted average number of common shares outstanding:
Basic and Diluted		2,640,429			2,525,171

Stockholders’ equity decreased from approximately $5.7 million as of December 31, 2024 to approximately $3.4 million as of December 31, 2025. The decrease was primarily driven by the Company’s net loss for 2025, debt conversions and warrant exercise and the impairment charge on intangible assets. The Company also effected a 1-for-20 reverse stock split in January 2025, which reduced the number of outstanding shares but did not materially affect total stockholders’ equity.

44Going Concern

~~During the fiscal year ended December 31, 2024, the Company underwent~~The aaccompanying ~~year~~consolidated offinancial ~~restructuring,~~statements ~~including~~have ~~the~~been ~~replacement~~prepared ofassuming ~~management~~ that ~~had been operating~~ the Company ~~ineffectively~~will ~~and~~continue ~~the~~as ~~divestiture of financially distressed subsidiaries. As~~ a ~~result,~~going ~~no revenue was generated during the year ended December 31, 2024~~concern. Furthermore, for the comparative period ended December 31, 2023, revenue has been reclassified as discontinued operations following the divestiture of the three subsidiaries in 2024, and thus there is no revenue from continuing operations. For reference, revenue from discontinued operations amounted to $196 in 2024 and $827,489 in 2023.

~~Selling~~As of December 31, ~~general~~2025, ~~and~~we ~~administrative~~had ~~expenses~~cash ~~related~~and tocash ~~continuing~~equivalents ~~operations~~of ~~decreased~~$6,990. byFor ~~56%~~the toyear ~~$888,363~~ended inDecember ~~2024~~31, ~~compared to $2~~2025,~~005,925~~ inwe ~~2023,~~incurred ~~due~~a tonet ~~workforce~~loss ~~reductions~~of $4,632,893 and ~~the~~used ~~sale~~cash ofin ~~subsidiaries. In~~operating ~~addition,~~activities ~~selling,~~of ~~general~~$751,197. These ~~and~~conditions ~~administrative~~raise ~~expenses~~substantial ~~related~~doubt toregarding ~~discontinued~~the ~~operations~~Company’s ~~significantly~~ability ~~decreased~~ to ~~$1,489,006~~continue ~~in 2024~~as ~~from~~a ~~$10,483,401~~going ~~in 2023~~concern.

~~The~~Management ~~subsidiaries~~intends ~~sold~~to inaddress ~~2024—Hanryu~~these ~~Bank~~conditions ~~Co.,~~by ~~Ltd.,~~continuing ~~FNS~~the ~~Co.,~~launch ~~Ltd~~and commercialization of the upgraded Faning 2.0 platform, pursuing K-food products and ~~Marin~~entertainment-related ~~Island~~business ~~Co.~~ventures, ~~Ltd.—have~~seeking to ~~been~~increase ~~reclassified~~user asengagement ~~discontinued~~and ~~operations~~monetization, controlling operating costs, and ~~reflected~~pursuing asadditional ~~such~~capital inthrough ~~the~~equity ~~financial~~financings, borrowings, ~~statements~~or other available financing arrangements.

The Company ~~expects~~currently believes that its ~~financial~~existing ~~structure will improve starting~~cash inon ~~2025,~~hand ~~driven by the launch of the upgraded, user-centric FANING platform and enhanced cost efficiency from the 2024 restructuring efforts. The new management team~~ is ~~committed~~sufficient to ~~securing~~support ~~long-term~~operations ~~sustainability~~for byapproximately ~~expanding~~two ~~the~~months ~~user~~based ~~base,~~on ~~diversifying~~the ~~revenue~~current ~~streams,~~operating ~~and maintaining~~cash ~~tight~~burn ~~cost controls~~rate.

45Management estimates that the Company will require approximately $250,000 per month to support ongoing operations and execute its business plan. Accordingly, the Company estimates that approximately $3.0 million of additional capital will be required over the next 12 months.

~~Liquidity~~To address its liquidity needs and ~~Capital~~support ~~Resources~~future operations, the Company entered into an Equity Purchase Agreement with Hudson Global Ventures providing access to up to $18 million in equity financing through an equity line facility, subject to the terms and conditions of the agreement. Management believes this financing arrangement provides the Company with access to sufficient capital resources to support its planned operations and growth initiatives.

~~The~~There ~~Company’s~~can ~~balance~~be ~~sheets~~no asassurance ofthat ~~December~~the ~~31,~~Company ~~2024~~will ~~and~~be successful ~~2023~~in ~~are~~obtaining asadditional ~~follows~~financing or achieving profitable operations.

~~GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND~~Critical ~~ITS~~Accounting ~~SUBSIDIARIES Consolidated~~Policies ~~Balance Sheets December 31, 2024~~ and ~~December 31, 2023~~Estimates

	December 31, 2024			December 31, 2023
ASSETS
CURRENT ASSETS:
Cash and Cash Equivalents	$	2,352		$	69,688
Short-term loans receivable		338			131,080
Non-trade receivables		297			—
Prepaid expenses and other receivable		—			748
Current assets, discontinued operations		—			20,219,410
Total current assets		2,987			20,420,926
PROPERTY PLANT AND EQUIPMENT, NET		2,656			124,030
INTANGIBLE ASSETS, NET		4,940,000			—
OPERATING LEASE RIGHT-OF-USE ASSET		1,458,780			—
Total Assets	$	6,404,423		$	20,544,956
LIABILITIES AND STOCKHOLDER’S DEFICIT
CURRENT LIABILITIES:
Short-term loans payable	$	20,436		$	—
Short-term loans payable from related parties		349,607			—
Non-trade accounts payable		290,917			—
Accrued expenses and other current liabilities		7,379			—
Current liabilities, discontinued operations		—			7,476,491
Total current liabilities		668,339			7,476,491
Total Liabilities		668,339			7,476,491
Commitments and contingencies (Note 16)
STOCKHOLDER’SDEFICIT:
Common Stock, $0.02 par value
Authorized 110,000,000 (common:100,000,000, preferred:10,000,000) shares; Issued and outstanding 2,640,429 common shares and 2,640,429 common shares as of December 31, 2024 and December 31, 2023*		52,809			52,809
Additional paid-in capital*		44,251,046			51,415,476
Accumulated deficit		(37,901,301	)		(38,893,762	)
Accumulated other comprehensive income		(666,470	)		493,942
Equity(Deficit) attributable to equity holder of the Company		5,736,084			13,068,465
Total Stockholders’ Equity		5,736,084			13,068,465
Total Liabilities and Stockholders’ Equity	$	6,404,423		$	20,544,956

The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period.

46Significant estimates and assumptions include:

~~The~~● ~~Company’s~~Fair ~~liquidity~~value ~~position~~measurements ~~remained~~including ~~severely~~the ~~constrained throughout~~fair ~~2024.~~value As of ~~December 31, 2024, from continuing operations,~~ the Company’s ~~reported~~common ~~cash~~stock; ~~and~~● ~~cash~~Stock-based ~~equivalents~~compensation; of● $2Recoverability,~~352~~ useful lives, and ~~total current~~impairment ~~assets~~assessments of ~~$2,987,~~long-lived ~~compared to $69,688~~ and ~~$201,516,~~intangible ~~respectively,~~assets; as● ofValuation ~~December~~allowance ~~31,~~relating ~~2023.~~to ~~This~~the ~~sharp~~Company’s ~~decline~~deferred ~~reflects~~tax ~~the~~assets; ~~depletion of~~and ~~cash~~● ~~reserves~~Assumptions ~~due~~related to ~~operational~~projected ~~restructuring,~~future ~~platform~~cash ~~development~~flows ~~efforts,~~ and ~~the~~commercialization ~~absence of revenue~~timing.

~~Total~~Management ~~current~~evaluates ~~liabilities~~these ~~increased~~estimates toon ~~$668,339~~an asongoing ofbasis ~~December~~using ~~31,~~historical ~~2024,~~experience ~~from~~and $0various asother ofassumptions ~~December~~believed ~~31, 2023 (from continuing operations), primarily due~~ to ~~accrued~~be ~~professional~~reasonable ~~fees~~under ~~and~~the ~~other operating expenses~~circumstances. As aActual ~~result,~~results ~~the~~may ~~Company’s~~differ ~~working~~materially ~~capital~~from these ~~deficit~~estimates ~~widened,~~and ~~underscoring the urgency of its capital-raising efforts~~assumptions.

~~In response, management initiated actions to secure additional funding~~Recent ~~through~~Developments ~~equity issuances~~ and ~~potential debt financing. In early 2025, the Company also executed a reverse stock split to maintain its Nasdaq listing and enhance its appeal to institutional investors.~~Outlook

~~To conserve capital~~During 2025, the Company ~~adopted~~continued atransitioning ~~leaner~~the ~~operational~~Faning ~~model by~~platform ~~outsourcing~~from ~~key~~a development-focused ~~and~~stage ~~administrative~~toward ~~functions to third~~early-~~party~~stage ~~providers~~commercialization. Management ~~These~~expects ~~cost-saving~~future ~~measures~~operational ~~are~~focus ~~expected~~ to ~~support near-term cash flow stabilization.~~include:

~~The~~● ~~Company’s~~migration ~~ability~~and tore-engagement ~~continue~~of aslegacy aFantoo ~~going~~users; ~~concern~~● ~~depends on~~enhancement ~~its~~of ~~success~~monetization intools ~~raising additional capital~~ and ~~executing~~subscription ~~its~~functionality; ~~platform~~● ~~monetization~~targeted ~~strategies.~~user ~~Management~~acquisition ~~believes~~in ~~that~~selected ~~the~~international ~~launch~~markets; ~~of the~~● ~~upgraded~~strategic ~~FANING~~partnerships ~~platform~~involving entertainment and ~~recent~~digital ~~operational~~content; ~~realignments~~and ~~provide~~● aexpansion ~~foundation~~of ~~for~~platform ~~improved~~engagement ~~performance beginning in 2025~~features.

~~Financial~~The Company’s ~~Condition~~future growth remains dependent on successful user adoption, execution of its commercialization strategy, and ~~Going~~access ~~Concern~~to external financing.

As of December 31, 2024, the Company’s financial condition reflected a continued working capital deficiency, a significant accumulated deficit, and ongoing operating losses. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the issuance date of the financial statements.45

~~In evaluating the Company’s ability to continue as a going concern,~~Convertible management considered its current cash position, projected operating expenditures, and anticipated financing activities. Management is actively pursuing financing alternatives and has taken steps to reduce operating costs, including the divestiture of non-core subsidiaries and implementation of an outsourced operational model.Debt

~~While~~On ~~there~~March ~~can~~19, be2025, nothe ~~assurance~~Company ~~that~~issued ~~sufficient~~300,000 ~~funding~~shares ~~will~~of beCommon ~~secured~~Stock inat a ~~timely~~conversion ~~manner,~~price ~~the~~of ~~Company~~$0.70 ~~believes~~per ~~its~~share ~~improved~~in ~~governance~~connection ~~structure,~~with ~~upgraded~~the ~~FANING~~conversion ~~platform~~of $210,000 ~~and~~of ~~streamlined~~indebtedness ~~business~~payable ~~focus enhance its ability~~ to ~~attract~~Evan ~~investment~~Trust. ~~and~~Debt ~~commercial~~conversion loss ~~partnerships~~was $300,030.

~~Management~~On ~~will~~May ~~continue~~7, 2025, the Company issued 90,123 shares of Common Stock at a conversion price of $1.19 per share, together with warrants to ~~monitor~~purchase ~~liquidity~~81,739 ~~closely~~shares ~~and~~of ~~adjust~~Common ~~operational~~Stock at ~~plans~~an asexercise ~~needed~~price toof ~~conserve~~$1.29 ~~resources~~per ~~while~~share ~~maintaining~~and ~~progress~~expiring ~~toward~~on ~~its~~the ~~strategic~~fifth ~~objectives~~anniversary of the issuance date, in connection with the conversion of $105,444 of indebtedness payable to Hangmuk Shin. Debt conversion loss was $178,748.

47On May 7, 2025, the Company issued 135,817 shares of Common Stock at a conversion price of $1.27 per share, together with warrants to purchase 125,383 shares of Common Stock at an exercise price of $1.42 per share and expiring on the fifth anniversary of the issuance date, in connection with the conversion of $175,205 of indebtedness payable to Jeyoun Baeg. Debt conversion loss was $257,054.

~~Critical~~On ~~Accounting~~May ~~Estimates~~7, 2025, the Company issued 135,817 shares of Common Stock at a conversion price of $1.27 per share, together with warrants to purchase 125,383 shares of Common Stock at an exercise price of $1.42 per share and expiring on the fifth anniversary of the issuance date, in connection with the conversion of $175,205 of indebtedness payable to Jungok You. Debt conversion loss was $257,054.

~~The~~On ~~preparation~~May of20, ~~financial~~2025, ~~statements~~the inCompany ~~conformity~~issued ~~with~~246,666 shares ~~U.S.~~of ~~generally accepted~~Common ~~accounting~~Stock ~~principles~~at ~~(“GAAP”)~~a ~~requires~~conversion ~~management~~price toof ~~make~~$0.70 ~~estimates~~per ~~and~~share ~~assumptions~~in ~~that~~connection ~~affect~~with the ~~reported~~conversion ~~amounts~~ of ~~assets~~$172,666 ~~liabilities,~~of ~~revenue,~~indebtedness ~~and~~payable to ~~expenses,~~PixelArc asLLC. ~~well~~Debt asconversion ~~related~~loss ~~disclosures~~was $175,343.

~~Significant~~On August ~~accounting~~19, ~~estimates~~2025, ~~and~~warrants ~~judgments~~held ~~include:~~by Jungok You were exercised at an exercise price of $1.42 per share, resulting in the issuance of 125,383 shares of Common Stock for aggregate cash proceeds of approximately $ 178,044.

●During ~~Classification~~the ~~and~~year ~~presentation~~ended ofDecember ~~discontinued~~31, ~~operations~~2025, ~~resulting~~the ~~from~~company ~~the~~recorded ~~divestiture~~loss on extinguishment of ~~subsidiaries~~debt of $1,168,228.

~~● Assessment of going concern and the recoverability of assets and obligations.~~Contractual Obligations

●As of ~~Allocation~~December 31, 2025, the Company did not have any material long-term contractual obligations, other than obligations incurred in the ordinary course of ~~shared~~business, ~~operating~~including ~~expenses~~accrued professional fees and ~~liabilities~~other ~~between~~accounts ~~continuing~~payable ~~and~~reflected ~~discontinued~~in ~~operations~~the Company’s consolidated financial statements.

~~● Potential impairment of intangible assets related to platform development.~~46

~~Management regularly reviews its estimates and assumptions, which are~~Off-Balance ~~based~~Sheet on historical experience and other relevant factors, including the current economic environment. Actual results may differ materially from these estimates. Any material changes in assumptions could have a significant impact on our financial statements.Arrangements

~~FANING~~As of isDecember a31, ~~fandom-centered~~2025, ~~platform~~the ~~designed~~Company todid ~~deliver~~not anhave ~~all~~any off-~~in-one ecosystem~~balance ~~that~~sheet ~~enriches~~arrangements, ~~the~~as ~~fan~~defined ~~experience~~under ~~through~~applicable ~~content,~~SEC ~~community~~rules, ~~commerce,~~that ~~and~~have ~~creativity. The platform is available in 17 languages~~or ~~and~~are ~~supports~~reasonably ~~real-time~~likely ~~multilingual~~to ~~translation,~~have ~~enabling~~a ~~global~~material ~~fan~~current ~~engagement.~~or ~~Users~~future ~~can~~effect ~~consume~~on ~~K-culture~~the ~~content,~~Company’s ~~interact~~financial ~~socially~~condition, ~~and~~ ~~monetize~~results ~~creative~~of ~~work~~operations, liquidity, ~~including~~capital ~~fan art~~expenditures, ~~webtoons,~~or ~~and~~capital ~~merchandise~~resources.

~~The~~Critical ~~platform’s~~Accounting ~~monetization~~Policies ~~strategy~~and ~~includes:~~Estimates

●The ~~Direct~~preparation ~~revenue~~of ~~from~~the ~~advertising~~Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and ~~digital~~disclosures ~~content~~of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and ~~commerce~~expenses during the reporting period.

●Significant ~~Commissions~~estimates ~~on user-to-user transactions, including gifts, stickers, translation matching,~~ and ~~creator~~assumptions ~~content~~include:

As● Fair value measurements (including the fair value of ~~December~~the 31Company’s common stock); ● Stock-based compensation; ● Recoverability, ~~2024~~useful lives, ~~FANING~~and ~~had~~impairment ~~over~~assessments ~~26.6~~of ~~million~~long-lived ~~registered~~and ~~users globally.~~intangible ~~The~~assets; ~~platform~~● isValuation ~~positioned~~allowance relating to ~~capitalize~~the onCompany’s ~~the~~deferred ~~global~~tax ~~rise~~assets; inand ~~K-Culture~~● ~~fandom,~~Assumptions ~~now~~related ~~exceeding~~to ~~229~~projected ~~million~~future ~~fans~~cash inflows ~~119~~and ~~countries~~commercialization timing.

~~The~~Management ~~Company~~evaluates ~~uses~~these ~~the~~estimates ~~following~~on ~~Key~~an ~~Performance~~ongoing ~~Indicators~~basis ~~(KPIs)~~using historical experience and various other assumptions believed to be reasonable under the circumstances. Actual results may differ materially from ~~monitor~~these ~~platform~~estimates ~~performance~~and assumptions.

~~Key~~Recent ~~Performance~~Accounting ~~Indicators (“KPIs”)~~Pronouncements

InWe ~~addition~~have todetermined ~~the~~that ~~measures~~all ~~presented~~other inissued, ~~our~~but ~~consolidated~~not ~~financial~~yet ~~statements,~~effective ~~our~~accounting ~~management~~pronouncements ~~regularly~~are ~~monitors~~inapplicable ~~certain~~or ~~KPIs~~insignificant ~~for~~to ~~our~~us ~~business.~~and ~~The~~once ~~KPIs~~adopted ~~used by the Company~~ are: ~~(1) user base;~~not ~~(2) monthly~~expected ~~active~~to ~~users;~~have ~~(3) average~~a ~~revenue~~material ~~per~~impact on ~~user;~~our ~~and~~financial ~~(4) user acquisition cost (“UAC”)~~position.

~~User~~Item 7A. ~~Base~~Quantitative and Qualitative Disclosures about Market Risk

~~User~~Quantitative ~~base~~and isQualitative ~~defined~~Disclosures ~~by the Company as all registered~~about ~~users,~~Market ~~regardless of the frequency they access the FANING platform.~~Risk

~~2024~~We are ~~average~~exposed ~~user~~to ~~base:~~market ~~~26~~risks in the ordinary course of our business.6 ~~million~~Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in foreign currency and credit.

48Foreign Currency Risk

~~Monthly~~The ~~Active~~Company’s ~~User~~functional ~~Accounts (“MAUs”)~~currency is KRW and reporting currency is USD. FANING KOREA, LLC, the Company’s wholly owned Korean subsidiary, maintains certain local accounts and records in KRW in connection with administrative support activities in South Korea.

~~MAUs~~As isa ~~defined~~result, by the Company as unique user accounts that access the FANING app during the prior 30 days of the period. The number of MAUs does not correspond to the number of unique individuals who actively utilize the FANING platform or the number of devices associated with an account. For example, a single account may be ~~used~~exposed ~~by more than one individual, such as a family, and one account may use multiple devices. We believe that the number of MAUs is a relevant measure~~ to ~~gauge~~foreign ~~the~~currency ~~size~~risk ~~of our user base and the opportunity to increase the FANING~~from ~~platform’s~~fluctuations ~~revenue~~in ~~and~~exchange ~~gross~~rates ~~profit.~~between ~~The~~KRW ~~table below sets forth the number of users compared to MAUs,~~ and ~~the~~USD ~~respective percentage~~with ofrespect ~~MAUs~~ to ~~the~~KRW-denominated ~~entire~~assets, ~~FANING~~liabilities, ~~user base. The number of MAUs grew significantly in 2022~~expenses, ~~but both the number of MAUs~~ and ~~their~~ ~~ratio~~cash toflows ~~the user base did not increase following the year ended December 31, 2023. This is because the Company focused on~~associated ~~R&D~~with ~~and infrastructure investments to stabilize and monetize the~~ FANING ~~app.~~KOREA, ~~It is also due to a reduction in the Company~~LLC’s ~~marketing~~administrative budget; however, the Company expects that the number of MAUs and the percentage of MAUs to user base will increase once the company has more capital and is able to increase marketing spend and invest in more technological developmentsactivities.

	24-Jan			24-Feb			24-Mar			24-Apr			24-May			24-Jun			24-Jul			24-Aug			24-Sep			24-Oct			24-Nov			24-Dec
User Base		26,698,810			26,545,310			26,570,423			26,615,003			26,651,734			26,651,331			26,612,491			26,662,825			26,412,013			26,415,256			26,452,013			26,471,290
MAU		627,689			745,716			645,632			847,716			925,882			792,716			824,012			814,527			745,716			795,159			725,026			635,613
%		2.35	%		2.81	%		2.43	%		3.18	%		3.47	%		2.97	%		3.10	%		3.08	%		2.82	%		3.01	%		2.74	%		2.40	%

The Company does not currently enter into derivative instruments or other hedging transactions to manage foreign currency risk.

~~Average Revenue Per User (“ARPU”)~~Credit Risk

WeThe Company’s ~~use~~cash ~~ARPU to evaluate~~ and ~~monitor~~cash ~~the~~equivalents, ~~amount of~~deposits, ~~revenue~~and ~~generated~~other bybalances ~~FANING~~held ~~platform~~with ~~users~~banks and ~~analyze~~financial ~~growth~~institutions ~~patterns.~~may ~~ARPU~~be issubject ~~defined as total revenue generated from the FANING~~to ~~platform~~concentration ~~during the period, divided by the average~~ of ~~the~~credit ~~number of MAUs at the beginning and end~~risk. The ~~average~~Company ~~number~~seeks ofto ~~MAUs,~~place ~~for~~its ~~purposes of~~cash ~~our calculation, is the sum of MAUs for the first month of a year~~ and ~~the~~cash ~~MAUs~~equivalents ~~for~~with ~~the~~financial ~~last~~institutions ~~month~~that ofmanagement ~~the same year divided by two.~~believes ~~We measure progress in our platform using ARPU because it helps us understand the rate at which we~~ are ~~monetizing~~of ~~our~~acceptable ~~user~~credit ~~base~~quality.

We believe ARPU is useful to investors in evaluating our operating performance and, more specifically, evaluating the monetization of the FANING platform. ARPU and similar measures with similar titles are common measures used by investors, analysts and peers to compare performance in our industry, although our measure of ARPU may not be directly comparable to similarly titled measures reported by other companies.47

~~ARPU was zero for the years ended December 31,~~Item ~~2023 and 2024, consistent with the Company’s pre-monetization development phase~~8. ~~ARPU~~Financial ~~will~~Statements ~~remain a key performance indicator as FANING’s monetization strategies launch in 2025. Management expects future growth to be driven by organic user expansion, improved marketing efficiency,~~ and ~~the~~Supplementary ~~commercial rollout of the upgraded FANING platform beginning in April 2025~~Data.

~~User~~The Financial ~~Acquisition~~Statements ~~Cost~~and ~~(“UAC”)~~Supplementary Data required by this Item 8 are incorporated by reference to information beginning on Page F-1 of this Form 10-K.

~~UAC is the total cost to acquire a new user, and~~Item ~~is calculated by dividing sales and marketing expense by the number of new users~~9. ~~The~~Changes ~~Company believes UAC is important~~ in ~~understanding the~~and ~~Company’s~~Disagreements ~~effectiveness~~with atAccountants ~~acquiring~~on ~~each~~Accounting ~~of its users. UAC was $0.18 for the year ended December 31, 2024.~~ and, ~~for~~Financial ~~the year ended December 31, 2023 was $0~~Disclosure.~~17 respectively. These efficiencies are expected to improve following the release of the upgraded FANING platform in April 2025.~~

49Except as described below, there have been no changes in or disagreements with accountants on accounting and financial disclosure.

~~Item~~On January 7A4, 2024, Global Interactive Technologies, Inc. ~~Quantitative~~(Former: ~~and~~Hanryu ~~Qualitative~~Holdings, ~~Disclosures~~Inc ~~about~~(the ~~Market~~“Company”) ~~Risk~~retained ONESTOP Assurance PAC (“ONESTOP”) as its independent registered public accounting firm for the fiscal year ending December 31, 2023.

WeOn May ~~are~~11, 2024, the Company retained ONESTOP as its independent registered public accounting firm since the previous independent public accounting firm engaged by the Company for the fiscal year ending December 31, 2022, BF Borgers CPA PC (“BFB”), is not currently permitted to appear or practice before the SEC for reasons described in the SEC’s Order Instituting Public Administrative and Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Sections 4C and 21C of the Securities Exchange Act of 1934 and Rule 102(e) of the SEC’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions and a ~~smaller~~Cease-and-Desist ~~reporting~~Order, ~~company~~dated May 3, 2024. BFB’s audit reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2022 and 2021 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to audit scope or accounting principles. There have been no “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K) and no “reportable event” occurred (as that term is defined in Item 10304(fa)(1)(v) of Regulation S-K during the fiscal years ended December 31, 2022 and ~~are~~2021 and the subsequent interim periods up to the date between the Company and BFB on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not ~~required~~resolved to ~~provide~~the satisfaction of BFB, would have caused them to make reference to the ~~information~~subject ~~otherwise~~matter ~~required~~of ~~under~~the ~~this~~disagreement ~~item~~in connection with their report on the Company’s financial statements for those periods.

~~Item~~At the 8.annual ~~Financial~~meeting ~~Statements~~of ~~and~~shareholders ~~Supplementary~~held ~~Data~~on December 29, 2025, the Company appointed ONESTOP as its independent registered public accounting firm for the fiscal year ended December 31, 2025.

~~The~~Item 9A. ~~Financial~~Controls ~~Statements~~ and ~~Supplementary Data required by this Item 8 are incorporated by reference to information beginning on Page F-1 of this Form 10-K~~Procedures.

~~Item~~Evaluation of 9.Disclosure ~~Changes~~Controls in and ~~Disagreements with Accountants on Accounting and Financial Disclosure.~~Procedures

~~None~~Our management evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2025. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2025, our disclosure controls and procedures were not effective to provide reasonable assurance that information required to be disclosed in the reports we file or submit under the Exchange Act (a) is recorded, processed, summarized, and reported within the time periods specified by SEC rules and forms, and (b) is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

~~Item~~Management acknowledges 9Athe observation and understands the importance of establishing formal risk assessment procedures and strengthening segregation of duties. ~~Controls~~Due to the Company’s current size and ~~Procedures~~limited resources, certain functions remain concentrated. However, management plans to gradually enhance internal control procedures, including periodic risk assessments and improved review processes, as the Company continues to grow.

~~Evaluation~~Management acknowledges the need to further strengthen the accounting team’s technical knowledge of ~~Disclosure~~U.S. ~~Controls~~GAAP. The Company intends to continue working with external consultants and ~~Procedures~~advisors and will provide additional training and supervision to improve the accuracy and consistency of financial reporting.

~~Our~~Management ~~management~~recognizes ~~has evaluated~~ the ~~effectiveness of~~importance ~~our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act~~ of ~~1934, as amended~~specialized ~~(the~~U.S. ~~“Exchange~~GAAP ~~Act”), as of December 31, 2024~~expertise. ~~Based~~The onCompany ~~such~~will ~~evaluation,~~continue ~~our~~to ~~Chief~~engage ~~Executive~~external ~~Officer~~accounting ~~and~~professionals ~~Chief Financial Officer have concluded that as of December 31, 2024, our disclosure controls~~ and ~~procedures~~technical ~~were~~consultants ~~ineffective~~when tonecessary ~~provide reasonable assurance that~~and ~~information~~intends ~~required~~ to bestrengthen ~~disclosed~~internal bycapabilities usover ~~in the reports that we file or submit under the Exchange Act (a) is recorded, processed, summarized and reported within the~~ time ~~periods~~through ~~specified~~additional bytraining ~~Securities~~ and ~~Exchange~~recruitment ~~Commission (“SEC”) rules and forms and (b) is accumulated and communicated to our management~~efforts, ~~including~~subject ~~our Chief Executive Officer and Chief Financial Officer, as appropriate,~~ to ~~allow~~available ~~timely decisions regarding any required disclosure~~resources.

Management ~~has~~acknowledges ~~identified~~the ~~control~~deficiency ~~deficiencies regarding~~related ~~inadequate accounting resources,~~ to the ~~lack~~identification ~~of segregation of duties~~ and ~~the~~disclosure ~~need~~assessment ~~for~~of arelated ~~stronger internal control environment~~parties. ~~Management~~ ofThe ~~the~~ Company ~~believes~~has ~~that~~corrected ~~these material weaknesses are due to~~ the ~~small~~public ~~size~~filing ofthrough ~~the~~an ~~Company’s~~amended ~~accounting staff. The~~filing ~~small~~and ~~size~~plans ofto ~~the~~implement ~~Company’s~~enhanced ~~accounting~~procedures ~~outsourced~~for ~~staff~~identifying, ~~may~~documenting, ~~prevent~~and ~~adequate~~reviewing ~~controls~~related-party inrelationships ~~the~~and ~~future~~transactions ~~due~~ prior to ~~the~~future ~~cost/benefit~~SEC ~~of such remediation~~filings.

ToThese material ~~mitigate~~weaknesses ~~the~~could ~~current~~result ~~limited~~in ~~resources~~a ~~and limited~~misstatement ~~employees,~~of weaccount ~~rely~~balances ~~heavily~~or ondisclosures ~~direct~~such ~~management~~that ~~oversight~~a material misstatement of ~~transactions,~~the ~~along~~Company’s annual ~~with~~or ~~the~~interim ~~use~~financial ofstatements ~~external~~may ~~legal~~not ~~and~~be ~~accounting professionals~~prevented or detected on a timely basis. AsNotwithstanding wethe ~~grow~~identified material weaknesses, management weperformed ~~expect~~additional toanalyses ~~increase~~and ~~our~~other ~~number~~procedures ofand ~~employees~~concluded that the consolidated financial statements included in this Annual Report on Form 10-K fairly present, ~~which~~in ~~will~~all ~~enable~~material usrespects, tothe ~~implement~~Company’s ~~adequate~~financial ~~segregation~~position, results of ~~duties~~operations, and ~~within~~cash flows for the ~~internal~~periods ~~control~~presented ~~framework~~in conformity with U.S. GAAP.

50Management’s Annual Report on Internal Control over Financial Reporting

~~These~~Our ~~control~~management is ~~deficiencies~~responsible ~~could~~for ~~result~~establishing inand amaintaining ~~misstatement of~~adequate ~~account~~internal ~~balances~~control ~~that~~over ~~would~~financial ~~result~~reporting, inas asuch ~~reasonable~~term ~~possibility~~is ~~that~~defined ain ~~material~~Rules 13a-15(f) ~~misstatement~~and to15d-15(f) ~~our~~under ~~financial~~the ~~statements~~Exchange ~~may~~Act. ~~not~~Under ~~be prevented~~the orsupervision ~~detected~~and onwith athe ~~timely~~participation ~~basis.~~of Inour ~~light~~management, ofincluding ~~this~~our ~~material~~Chief Executive ~~weakness~~Officer and Chief Financial Officer, we ~~performed~~conducted ~~additional~~an ~~analyses~~evaluation ~~and~~of ~~procedures~~the ineffectiveness, ~~order to~~as ~~conclude~~of ~~that~~December 31, 2025, of our internal control over financial ~~statements~~reporting ~~for~~based on the ~~years ended~~framework ~~December~~in ~~31,~~2013 ~~2024~~Internal ~~and~~Control ~~December~~- ~~31,~~Integrated ~~2023~~Framework ~~included~~issued inby ~~this~~the ~~Annual~~Committee of Sponsoring ~~Report~~Organizations onof ~~Form~~the ~~10-K~~Treadway ~~were~~Commission. ~~fairly~~Based ~~stated~~on inour ~~accordance~~evaluation ~~with~~under ~~GAAP.~~this ~~Accordingly~~framework, our management ~~believes~~concluded that ~~despite~~ our ~~material~~internal ~~weaknesses,~~control ~~our~~over financial ~~statements~~reporting ~~for~~was ~~the~~not ~~years~~effective ~~ended~~as of December 31, ~~2024~~2025 ~~and~~due ~~December~~to ~~31,~~material ~~2023 are~~weaknesses ~~fairly~~in ~~stated,~~our ininternal ~~all~~control ~~material~~over ~~respects,~~financial inreporting ~~accordance~~described ~~with GAAP~~above.

~~Management’s Annual Report on Internal Control over Financial Reporting~~48

~~Our management is responsible for establishing~~Changes ~~and maintaining adequate internal control over financial reporting, as such term is defined~~ in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness, as of December 31, 2024, of our internal control over financial reporting based on the framework in 2013

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