Exhibit 10.1

SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into on October 7, 2025, by and between Prestige Wealth Inc., a Cayman Islands exempted company (the “Issuer”), and the undersigned investor (“Subscriber”).

WHEREAS, the Issuer and Subscriber are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”);

WHEREAS, Subscriber desires to purchase and the Issuer desires to issue and sell, upon the terms and conditions set forth in this Agreement, securities of the Issuer as more fully described in this Agreement;

WHEREAS, in connection with the Subscription (as defined below), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, in its capacity as placement agent (the “Placement Agent”) for the offer and sale of the Acquired Securities (as defined below), may identify and solicit certain other “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) or “accredited investors” (as such term is defined in Rule 501 under the Securities Act, and each such “qualified institutional buyer” or “accredited investor,” an “Other Subscriber”), each of which shall have entered into subscription agreements with the Issuer substantially similar to this Agreement contemporaneously herewith (the “Other Subscription Agreements”), pursuant to which such Other Subscribers have agreed to subscribe for and purchase, and the Issuer has agreed to issue and sell to such Other Subscribers, on the Closing Date, units consisting of (i) Class A Ordinary Shares and/or Pre-Funded Warrants (as applicable) and three-year warrants to purchase Class A Ordinary Shares or (ii) Class B Ordinary Shares and ten-year warrants to purchase Class B Ordinary Shares, in each case at the subscription prices set forth therein (the “Other Subscriptions”);

WHEREAS, the consummation of the Subscription (as defined below) and the Other Subscriptions is contemplated to occur subject to and conditional upon both (i) the offer and sale by the Issuer to Antalpha Capital (HK) Limited of Class B Ordinary Shares of the Issuer, par value $0.000625 per share (the “Class B Ordinary Shares”) and warrants to purchase Class B Ordinary Shares (the “Primary Purchase”), pursuant to that certain subscription agreement to be entered on or about the date hereof between Antalpha Capital (HK) Limited and the Issuer (the “Primary Subscription Agreement”), and (ii) the offer and sale by certain existing shareholders of the Issuer to Kiara Capital Holding Limited of Class A Ordinary Shares of the Issuer, par value $0.000625 per share (the “Class A Ordinary Shares” and, together with Class B Ordinary Shares, collectively the “Ordinary Shares”) and Class B Ordinary Shares held by such existing shareholders (the “Secondary Purchase” and, together with the Subscription, the Other Subscriptions and the Primary Purchase, the “Contemplated Transactions”; and the agreements memorializing the Contemplated Transactions, collectively, the “Contemplated Transaction Documents”), pursuant to that certain securities purchase agreement to be entered on or about the date hereof between Kiara Capital Holding Limited and such existing shareholders named therein (the “Secondary Purchase Agreement”); and

WHEREAS, the Issuer, as borrower, and Northstar Digital (HK) Limited, as lender, will enter into a term loan agreement (the “Term Loan Agreement”), the material terms of which are substantially consistent with those set forth in the general term sheet attached hereto as Exhibit E, with the closing of the transactions contemplated under such Term Loan Agreement to occur immediately following consummation of the Contemplated Transactions.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1. Subscription. Subject to the terms and conditions hereof, Subscriber hereby agrees to subscribe for and purchase, and the Issuer hereby agrees to issue and sell to Subscriber, upon the payment of the Purchase Price (as defined below), such number of units (the “Units”) as set forth on Subscriber’s signature page hereto, with each Unit consisting of: (i) (A) one (1) Class A Ordinary Share (each an “Acquired Share” and collectively, the “Acquired Shares”) for a purchase price of $0.36 per share (the “Share Purchase Price”) or (B) pre-funded warrant to purchase one (1) Class A Ordinary Shares (each a “Pre-Funded Warrant Share” and collectively, the “Pre-Funded Warrant Shares”) substantially in the form attached hereto as Exhibit B (the “Pre-Funded Warrant”), if so elected by Subscriber in lieu of the Acquired Shares as indicated on Subscriber’s signature page, at a purchase price equal to the Share Purchase Price less $0.0001 per Pre-Funded Warrant, with an exercise price equal to $0.0001 per Pre-Funded Warrant Share (the “Pre-Funded Warrant Purchase Price”), and (ii) two warrants, with a) one warrant (the “Series A-1 Warrant” and collectively, the “Series A-1 Warrants”) to purchase 0.5 Class A Ordinary Shares (each a “Series A-1 Warrant Share” and collectively, the “Series A Warrant Shares”) with an exercise price per share equal to 130% of the Share Purchase Price and a term of three (3) years from the Closing Date and (b) one warrant (the “Series A-2 Warrant” and collectively, the “Series A-2 Warrants”) to purchase 0.5 Class A Ordinary Shares (each, a “Series A-2 Warrant Share”, and collectively, the “Series A-2 Warrant Shares,” and together with the Series A-1 Warrant Shares, the “Ordinary Warrant Shares”, and the Ordinary Warrant Shares together with the Pre-Funded Warrant Shares, the “Warrant Shares”), with an exercise price per share equal to 150% of the Share Purchase Price and a term of three (3) years from the Closing Date, with Series A-1 Warrants and Series A-2 Warrants in substantially the forms attached hereto as Exhibit C-1 and Exhibit C-2, respectively (the “Series A-2 Warrant” and together with the Series A-1 Warrant, the “Ordinary Warrants” and the Ordinary Warrants together with the Units, the Acquired Shares and Pre-Funded Warrant (if any), collectively the “Acquired Securities”) (such subscription and issuance, the “Subscription”).

“Purchase Price” means the aggregate amount in United States dollars as specified below on Subscriber’s signature page, for the Units purchased hereunder (minus, if applicable, the aggregate exercise price of the Pre-Funded Warrant, which amounts shall be paid as and when such Pre-Funded Warrant is exercised for cash).

2. Closing.

a. Subject to the satisfaction or waiver of the conditions set forth in Sections 2.d and 2.e (other than those conditions that by their nature are to be satisfied at Closing, but without affecting the requirement that such conditions be satisfied or waived at Closing), the closing of the Subscription contemplated hereby (the “Closing”) shall take place remotely via telephone or video conference, or in such other manner as the Issuer and Subscriber mutually agree in writing, substantially concurrently with the closing of the Other Subscriptions (such date, the “Closing Date”). For the avoidance of doubt, the Subscription, the Other Subscriptions, the Primary Purchase and the Secondary Purchase shall be considered part of an integrated transaction and the Closing shall not occur or be valid unless all of the Subscription, the Other Subscriptions, the Primary Purchase and the Secondary Purchase are completed together at the Closing.

b. On or prior to 4:00 p.m. New York City time on October 8, 2025 (the “Escrow Payment Deadline”), Subscriber shall pay the Purchase Price in cash by wire transfer of U.S. dollars in immediately available funds in accordance with wire instructions provided by the Issuer to Subscriber into an escrow account established pursuant to the Escrow Agent Agreement (as defined in the Primary Subscription Agreement). At the Closing, the Issuer shall issue and deliver or cause to be issued and delivered to Subscriber the Acquired Securities, registered in the name of Subscriber, equal to the number of the Acquired Securities indicated on Subscriber’s signature page to this Agreement. The Issuer shall deliver or cause to be delivered to Subscriber as promptly as practicable after the Closing, evidence from the Issuer’s transfer agent or share registrar, evidencing the issuance to Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable, of Subscriber’s Acquired Securities on and as of the Closing Date.

c. Subject to the satisfaction or waiver of the conditions set forth in Sections 2.c and 2.d (other than those conditions that by their nature are to be satisfied at Closing, but without affecting the requirement that such conditions be satisfied or waived at Closing):

(i) Subscriber shall deliver to the Issuer (A) no later than the Escrow Payment Deadline, the Purchase Price for the Acquired Securities in the manner as prescribed in Section 2.b, and (B) no later than two (2) business days in advance of the Closing, any other information that is reasonably requested in the notice provided by Issuer (the “Closing Notice”) that is required in order to enable the Issuer to issue, sell and deliver the Acquired Securities, including, without limitation, the legal name of the person (or nominee) in whose name such Acquired Securities are to be delivered and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable; and

(ii) On the Closing Date, the Issuer shall issue and deliver or cause to be issued and delivered to Subscriber the Acquired Shares against and upon payment by Subscriber of the Purchase Price in book-entry form, free and clear of any Liens (other than those arising under state or federal securities laws or the currently effective third amended and restated memorandum and articles of association of the Issuer, adopted by special resolution dated on March 27, 2025 and effective from March 27, 2025 (the “Memorandum and Articles of Associations”)), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable. Each book entry for the Acquired Shares shall contain a legend in substantially the following form:

[NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

(iii) On the Closing Date, the Issuer shall issue and deliver or cause to be issued and delivered to Subscriber the Ordinary Warrants against and upon payment by Subscriber of the Purchase Price.

(iv) If so indicated on Subscriber’s signature page, the Issuer shall issue and deliver or cause to be issued and delivered to Subscriber the Pre-Funded Warrant against and upon payment by Subscriber of the Purchase Price.

d. The Issuer’s obligation to effect the Closing shall be subject to the satisfaction on the Closing Date, or, to the extent permitted by applicable law, the waiver by the Issuer, of each of the following conditions:

(i) The Nasdaq Stock Market LLC (“Nasdaq”) shall not have raised any objection to the Notification Form of Listing of Additional Shares for the listing of the Acquired Shares and Warrant Shares (the “LAS Notice”) or the transactions contemplated hereby, the Other Subscriptions, the Primary Purchase or the Secondary Purchase;

(ii) the Placement Agent and the Issuer shall each have received a completed copy of the “Eligibility Representations of Subscriber” questionnaire in substantially the form attached as Schedule A hereto no later than the Closing Date;

(iii) all representations and warranties of Subscriber contained in this Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect (as defined herein), which representations and warranties shall be true and correct in all respects) at and as of the Closing Date;

(iv) Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing;

(v) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) that is then in effect and has the effect of making consummation of the Subscription illegal or otherwise preventing or prohibiting consummation of the Subscription, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such prevention or prohibition;

(vi) the Issuer shall have received a lock-up agreement, substantially in the form attached hereto as Exhibit D, duly executed by the parties set forth on Annex 2(d)(vi) hereto; and

(vii) the consummation of the Primary Purchase, the Secondary Purchase, and the Other Subscriptions shall have occurred concurrently.

e. Subscriber’s obligation to effect the Closing shall be subject to the satisfaction on the Closing Date, or, to the extent permitted by applicable law, the written waiver by Subscriber, of each of the following conditions:

(i) no suspension of the listing on The Nasdaq Capital Market or another national securities exchange (collectively, the “Exchange”) of the Class A Ordinary Shares shall have occurred, and the Issuer shall have filed with Nasdaq the LAS Notice, and Nasdaq shall not have raised any objection to such notice or the transactions contemplated hereby, the Other Subscriptions, the Primary Purchase, or the Secondary Purchase;

(ii) all representations and warranties of the Issuer contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects as of such date), except to the extent that such representations and warranties are qualified by the term “material” or contain term of “Material Adverse Effect”, in which case such representations and warranties shall be true and correct in all respects at and as of the Closing Date;

(iii) the Issuer shall have performed, satisfied and complied (unless waived) in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing;

(iv) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) that is then in effect and has the effect of making consummation of the Subscription illegal or otherwise preventing or prohibiting consummation of the Subscription and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such prevention or prohibition;

(v) the Issuer shall have provided Subscriber with the wire instructions of the escrow agent that will receive the Purchase Price, on Issuer’s letterhead and executed by the Chief Executive Officer or Chief Financial Officer of the Issuer;

(vi) the Issuer shall have delivered to Subscriber a certificate duly executed by a duly appointed officer of the Issuer, dated as of the Closing Date, in form and substance reasonably satisfactory to Subscriber, certifying, respectively, (i) the Issuer’s Charter Documents (as defined below) in effect as of the Closing Date, and (ii) the resolutions duly adopted by the board of directors of the Issuer (the “Board of Directors”) authorizing and approving the Contemplated Transactions, the Contemplated Transaction Documents and the transactions and obligations contemplated thereby, which resolutions shall have been certified as true and complete, and in full force and effect without rescission, revocation, or amendment as of the Closing Date;

(vii) the Issuer shall have furnished to the Placement Agent a certificate, dated the Closing Date, of its Chief Executive Officer and its Chief Financial Officer stating in their respective capacities as officers of the Issuer on behalf of the Issuer and not in their individual capacities that (x) for the period from and including the date of this Agreement through and including the Closing Date, there has not occurred any Material Adverse Effect, (y) to their knowledge, after reasonable investigation, as of the Closing Date, the representations and warranties of the Issuer in this Agreement are true and correct and the Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, and (z) there has not been, subsequent to the date of the most recent audited financial statements included or incorporated by reference in SEC Reports (as defined below), any Material Adverse Effect in the financial position or results of operations of the Issuer, or any change or development that, singularly or in the aggregate, would reasonably be expected to involve a Material Adverse Effect, except as set forth in the SEC Reports. “Knowledge” means the actual knowledge of the officers of the Issuer;

(viii) no event or series of events that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect shall have occurred and be continuing on the Closing Date; and

(ix) the consummation of the Secondary Purchase and the Primary Purchase shall have occurred concurrently.

f. Prior to or at the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the Subscription as contemplated by this Agreement.

3. Issuer Representations and Warranties. Issuer represents and warrants as of the date hereof and the Closing Date, except (x) as otherwise disclosed or incorporated by reference in the Most Recent SEC Reports (as defined below) (excluding (aa) any disclosures in any “risk factors” section that do not constitute statements of fact, disclosures in any forward-looking statements disclaimers and other disclosures that are generally cautionary, predictive or forward-looking in nature, (bb) any information incorporated by reference into the Most Recent SEC Reports (other than from other Most Recent SEC Reports), or (cc) any information or disclosure subject to a confidential treatment order and not otherwise publicly available), and (y) as set forth in the Disclosure Schedules, that:

a. The Issuer and each of its Subsidiaries (as defined below) has been duly incorporated or organized, is validly existing as a corporation or other business entity under the laws of its jurisdiction of incorporation or organization and is in good standing under the laws of its jurisdiction of incorporation or organization, with requisite corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted. Neither the Issuer nor any of its Subsidiaries is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, memorandum and articles of association, bylaws or other organizational or charter documents (the “Charter Documents”). Each of the Issuer and its Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not have or reasonably be expected to result in a Material Adverse Effect and no Action has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

For purposes of this Agreement, “Material Adverse Effect” means (a) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (b) a material adverse effect on the results of operations, assets, business, or condition (financial or otherwise) of the Issuer and the Subsidiaries, taken as a whole, or (c) a material adverse effect on the Issuer’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document; provided that, with respect to clause (b), none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Material Adverse Effect: any adverse change, effect, event, occurrence, state of facts or development attributable to (i) any downturn after the date hereof in general economic conditions, including changes in the credit, debt, securities, financial, capital markets, or in the industry in which the Issuer and the Subsidiaries operate; (ii) the taking of any action required by this Agreement or any other Transaction Document; (iii) any change after the date hereof in applicable Laws after the date hereof; (iv) any actual or potential sequester, stoppage, shutdown, default or similar event or occurrence by or involving any governmental authority affecting a national or federal government as a whole; (v) any change in the U.S. generally accepted accounting principles (“GAAP”) after the date hereof; (vi) the commencement, continuation or escalation of a war, riots, material armed hostilities or other material international or national calamity or act of terrorism directly or indirectly involving countries in which the Issuer and its Subsidiaries operate; (vii) effects arising from or relating to, following the date hereof, any earthquake, hurricane, tsunami, tornado, flood, mudslide or other natural disaster, weather condition, explosion or fire or other force majeure event; (viii) changes in, or effects arising from or relating to, any epidemic, pandemic or disease outbreak, curfews or other restrictions that relate to, or arise out of, any epidemic, pandemic or disease outbreak or material worsening of such conditions threatened or existing as of the date hereof; and (ix) the failure of the Issuer and the Subsidiaries to meet or achieve the results set forth in any internal projection (provided that, this item (ix) shall not prevent a determination that any change or effect underlying such change has resulted in a Material Adverse Effect); provided further that changes, events, Occurrences or circumstances set forth in clauses (i) and (iii)-(viii) shall be taken into account to the extent they have a disproportionate effect on the Issuer and Subsidiaries relative to other participants in the industry in which the Issuer and Subsidiaries operate.

b. As of the Closing Date, the Acquired Shares will have been duly authorized and, when issued, sold and delivered to Subscriber against full payment of the Purchase Price in accordance with the terms of this Agreement, the Acquired Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s Charter Documents (as in effect at such time of issuance) or under the laws of the Cayman Islands.

c. As of the Closing Date, the Pre-Funded Warrant Shares will have been duly authorized and reserved for issuance and, upon issuance pursuant to the terms of the Pre-Funded Warrant against full payment therefor in accordance with the terms of the Pre-Funded Warrant, will be duly and validly issued, fully paid and non-assessable and will be issued free and clear of any Liens (other than those arising under state or federal securities laws or the Memorandum and Articles of Associations), and the holder of the Pre-Funded Warrant Shares shall be entitled to all rights accorded to a holder of Class A Ordinary Shares.

d. As of the Closing Date, the Ordinary Warrant Shares will have been duly authorized and reserved for issuance and, upon issuance pursuant to the terms of the Ordinary Warrants against full payment therefor in accordance with the terms of the Ordinary Warrants, will be duly and validly issued, fully paid and non-assessable and will be issued free and clear of any Liens (other than those arising under state or federal securities laws or the Memorandum and Articles of Associations), and the holder of the Ordinary Warrant Shares shall be entitled to all rights accorded to a holder of Class A Ordinary Shares.

e. This Agreement, the Pre-Funded Warrant, the Ordinary Warrants, and the Escrow Agent Agreement (collectively, the “Transaction Documents”) have been duly authorized, executed and delivered by the Issuer and the Transaction Documents constitute the valid and legally binding obligation of the Issuer, enforceable against the Issuer in accordance with their respective terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally and (ii) principles of equity, whether considered at law or equity.

f. Assuming the accuracy of Subscriber’s representations and warranties in Section 4, the execution and delivery of the Transaction Documents by the Issuer, and the performance by the Issuer of its obligations under the Transaction Documents, including the issuance and sale of the Acquired Securities, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer is a party or by which the Issuer is bound or to which any of the property or assets of the Issuer is subject, which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or affect the validity of the Acquired Securities or the legal authority of the Issuer to comply with the terms of this Agreement or any other Transaction Document; (ii) the Charter Documents; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or affect the validity of the Acquired Securities or the legal authority of the Issuer to comply with the terms of this Agreement or any other Transaction Document.

g. There are no securities or instruments issued by or to which the Issuer is a party containing anti-dilution, price reset or similar provisions that will be triggered by the issuance of (i) the Acquired Securities, (ii) the Pre-Funded Warrant Shares to be issued upon exercise of the Pre-Funded Warrant, or (iii) the Ordinary Warrant Shares to be issued upon exercise of the Ordinary Warrants, in each case, that have not been or will not be validly and irrevocably waived on or prior to the Closing Date.

h. Assuming the accuracy of Subscriber’s representations and warranties in Section 4, the Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization (including the Exchange) or other person in connection with the execution, delivery and performance by the Issuer of this Agreement (including, without limitation, the issuance of the Acquired Securities and Warrant Shares), other than (i) the filing with the Commission of the Registration Statement (as defined below), (ii) the filings required in accordance with Section 7.n, and (iii) notifications required by Nasdaq.

i. The authorized share capital of the Issuer is US$1,000,000 divided into (a) 1,440,000,000 Class A Ordinary Shares of a par value of US$ 0.000625 each, and (b) 160,000,000 Class B Ordinary Shares of a par value of US$0.000625 each. The total number of Class A Ordinary Shares and Class B Ordinary Shares issued and outstanding is 78,750,655, of which 70,346,624.2 are Class A Ordinary Shares and 8,404,030.8 are Class B Ordinary Shares. Section 3.i of the Disclosure Schedules sets forth, inter alia, the name of each Subsidiary and the jurisdiction in which it is incorporated or organized, and identifies the Subsidiaries’ respective registered shareholders and their shareholding interests. The Issuer does not own or control, directly or indirectly, any interest in any Person, other than the Subsidiaries of the Issuer set forth on Section 3.i of the Disclosure Schedules. All of the equity securities of the Issuer and each Subsidiary are duly authorized, validly issued, and are fully paid and nonassessable. The shareholders and owners listed in Section 3.i of the Disclosure Schedules are the sole record holder of the shares in or charter capital of each Subsidiary, free from all Liens. Except as set forth in Section 3.i of the Disclosure Schedule, there are no shares of the Issuer reserved for future issuance pursuant to any warrants, plans, awards, instruments, arrangements or other outstanding rights or Company plans except for Class A Ordinary Shares available for issuance upon conversion of Class B Ordinary Shares or as required for purposes of the Contemplated Transactions.

For purposes of this Agreement, “Subsidiary” of any Person shall mean any corporation, partnership, joint venture, limited liability company, trust or estate of or in which: (a) such Person or a Subsidiary of such Person is a general partner or (b) more than fifty percent (50%) of (i) the issued and outstanding capital stock or other equity interests having ordinary voting power to elect a majority of the board of directors (or similar body) of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the Occurrence of any contingency), (ii) the interest in the capital or profits of such partnership, joint venture or limited liability company or (iii) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries. For the avoidance of doubt, with respect to the Issuer, “Subsidiary” shall also mean any subsidiary of the Issuer as set forth on Section 3.i of the Disclosure Schedules.

j. Except as set forth in Section 3.j of the Disclosure Schedule, with respect to the Issuer and any Subsidiary (a) there are no options, warrants, calls, rights, convertible securities, commitments or agreements (which, for purposes of this Agreement, shall be deemed to include “phantom” stock or other commitments that provide any right to receive value or benefits similar to capital stock or other similar rights) of any character to which the Issuer or any Subsidiary is a party or by which the Issuer or any Subsidiary is bound obligating the Issuer or any Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or obligating the Issuer to grant, extend or enter into any such option, warrant, call, right, commitment or agreement, (b) there are no outstanding contractual obligations of the Issuer or any other Person to repurchase, redeem or otherwise acquire any shares of capital stock of the Issuer or any Subsidiary, and (c) there are no outstanding securities of any kind convertible into or exchangeable or exercisable for the capital stock of the Issuer or any Subsidiary. There are no statutory or contractual preemptive rights or rights of first offer or refusal or similar rights with respect to any shares of capital stock of the Issuer or any Subsidiary, and there are no declared and unpaid dividends or distributions on any shares of capital stock of the Issuer or any Subsidiary. There are no securities or instruments issued by or to which the Issuer or any Subsidiary is a party containing anti-dilution or similar provisions that will be triggered by the sale and transfer of Sale Securities that have not been validly waived.

k. (a) The consolidated financial statements and notes of the Issuer contained or incorporated by reference in the SEC Reports (collectively, the “Financial Statements”) fairly and accurately present, in all material respects, the financial condition and the results of operations, changes in shareholders’ equity and cash flows of the Issuer and its Subsidiaries as of the relevant time that they relate to as at the respective dates of, and for the periods referred to in, such Financial Statements, subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material to the Issuer and its Subsidiaries as of the relevant time, taken as a whole) and the absence of footnotes, and (i) were prepared in accordance with: (A) the accounting principles applied on a consistent basis during the periods involved; and (B) Regulation S-X under the Securities Act or Regulation S-K under the Securities Act, as applicable, (ii) were prepared from the books and records of the Issuer and its Subsidiaries as of the relevant time, and (iii) were prepared in good faith based upon reasonable assumptions made by the Issuer on a basis consistent with the basis employed in such books and records for the relevant periods. Other than disclosed in Section 3.k(a) of the Disclosure Schedules, the Issuer has no material off-balance sheet arrangements that are not disclosed in the Financial Statements.

(b) The Issuer and its Subsidiaries have no Liabilities of the type required to be reflected or reserved for on a balance sheet prepared in accordance with applicable accounting principles, other than Liabilities (i) set forth in or reserved against or otherwise reflected in the Financial Statements or in the notes thereto, (ii) arising in the ordinary course of business of the Issuer and its Subsidiaries since the date of the most recent balance sheet included in the Financial Statements, or (iii) incurred in connection with the transactions contemplated hereunder or the Contemplated Transactions and disclosed to Subscriber. Other than disclosed in Section 3.k(b) of the Disclosure Schedules, neither the Issuer nor any Issuer Subsidiary has any secured creditors holding a security interest. For purposes of this Section 3.k(b), “Liabilities” means all indebtedness, obligations, and other liabilities of the Issuer or a Subsidiary, as the case may be (whether known or unknown, asserted, unasserted, direct, indirect, absolute, accrued, contingent, fixed, liquidated, unliquidated or otherwise, whether due or to become due and whether or not required under the applicable accounting principles to be accrued on the financial statements of the Issuer or such Subsidiary).

(c) Since the date of the latest audited financial statements included within the SEC Reports, (i) there has been no event, occurrence or development that has had or that would reasonably be expected to result in a Material Adverse Effect, (ii) the Issuer has not altered its method of accounting, (iii) the Issuer has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (iv) the Issuer has not issued any equity securities to any officer, director or affiliate, except as disclosed in Section 3.k (c) of the Disclosure Schedules. The Issuer does not have pending before the Commission any request for confidential treatment of information. Except for the Contemplated Transactions or as set forth on Section 3.k (c) of the Disclosure Schedules, no event, liability, fact, circumstance, occurrence or development has occurred or exists, or is reasonably expected to occur or exist, with respect to the Issuer or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by the Issuer under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one (1) business day prior to the date that this representation is made.

l. Neither the Issuer nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Issuer or any Subsidiary under), nor has the Issuer or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

m. The issued and outstanding Class A Ordinary Shares are, and as of the Closing will be, registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and are listed for trading on each Exchange. The Issuer has taken no action that is designed to terminate the registration of the Class A Ordinary Shares under the Exchange Act or the listing of the Class A Ordinary Shares on the Exchange. Except as included in the SEC Reports, the Issuer has not received notice from any Exchange on which the Class A Ordinary Shares are or have been listed or quoted to the effect that the Issuer is not in compliance with the listing or maintenance requirements of such Exchange. There is no suit, action, proceeding or investigation pending or, to the knowledge of the Issuer, threatened against the Issuer by the Exchange or the Commission with respect to any intention by such entity to deregister the Class A Ordinary Shares or prohibit or terminate the listing of the Class A Ordinary Shares on the Exchange. The Issuer is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements except as set forth in Section 3.u(b) of the Disclosure Schedules. The Class A Ordinary Shares are currently eligible for electronic transfer through the Depository Trust Company or another established clearing corporation and the Issuer is current in payment of the fees to the Depository Trust Company (or such other established clearing corporation) in connection with such electronic transfer.

n. Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 4, no registration under the Securities Act is required for the offer, sale and issuance of the Acquired Securities by the Issuer to Subscriber or the Other Subscribers in the manner contemplated by this Agreement or the Other Subscription Agreements, as the case may be. The issuance, contribution, sale and delivery of the Acquired Securities hereunder does not contravene the rules and regulations of the Exchange.

o. Neither the Issuer nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) in connection with any offer or sale of the Acquired Securities.

p. Neither the Issuer nor any Subsidiary is, and immediately after the Closing neither the Issuer nor any Subsidiary will be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

q. The Issuer has not entered into any subscription agreement, side letter or other agreement with any Other Subscriber or any other investor (except with respect to payment method and timing) in connection with such Other Subscriber’s or investor’s direct or indirect investment in the Issuer, other than (i) the Other Subscription Agreements, (ii) the pre-funded warrants and ordinary warrants issued by the Issuer pursuant to the Other Subscription Agreements, (iii) transaction documents for purposes of the Contemplated Transactions, and (iv) agreements or forms thereof that have been publicly filed as exhibits to the SEC Reports via the Commission’s EDGAR system, including filings made by the Issuer.

r. The Issuer acknowledges and agrees that Subscriber is acting solely in the capacity of an arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby. The Issuer further acknowledges that Subscriber is not acting as a financial advisor or fiduciary of the Issuer (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any advice given by Subscriber or any of its representatives or agents in connection with this Agreement and the transactions contemplated hereby is merely incidental to Subscriber’s purchase of the Acquired Securities. The Issuer further represents to Subscriber that the Issuer’s decision to enter into this Agreement has been based solely on the independent evaluation of the transactions contemplated hereby by the Issuer and its representatives.

s. Anything in this Agreement or elsewhere herein to the contrary notwithstanding, it is understood and acknowledged by the Issuer that: (i) Subscriber has not been asked by the Issuer to agree, nor has Subscriber agreed, to desist from purchasing or selling, long and/or short, securities of the Issuer, or “derivative” securities based on securities issued by the Issuer or to hold the Acquired Securities for any specified term; (ii) past or future open market or other transactions by Subscriber, specifically including, without limitation, “short sales” (as defined in Rule 200 of Regulation SHO under the Exchange Act) or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Issuer’s publicly-traded securities; (iii) Subscriber and counter-parties in “derivative” transactions to which Subscriber is a party, directly or indirectly, presently may have a “short” position in the Class A Ordinary Shares, and (iv) Subscriber shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Issuer further understands and acknowledges that (y) Subscriber may engage in hedging activities at various times during the period that the Acquired Securities are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing shareholders’ equity interests in the Issuer at and after the time that the hedging activities are being conducted. The Issuer acknowledges that such aforementioned hedging activities do not constitute a breach of this Agreement or any of the Transaction Documents.

t. The Issuer has filed or furnished, as the case may be, all reports, statements, schedules, prospectuses, proxies, registration statements, forms and other documents required to be filed or furnished by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) of the Exchange Act, for the twelve (12) months preceding the date hereof on a timely basis or has received a valid extension of such time of filing or furnishment and has filed or furnished any such SEC Reports prior to the expiration of any such extension. As of their respective dates (or, if amended or superseded by a filing prior to the Closing Date, then on the date of such filing), the SEC Reports filed and furnished by the Issuer complied in all material respects with the requirements of the Securities Act, and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed or furnished (or, if amended or superseded by a filing prior to the Closing Date, then on the date of such filing) by the Issuer, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All material agreements to which the Issuer or any Subsidiary is a party or to which the property or assets of the Issuer or any Subsidiary are subject are included as part of or identified in the Most Recent SEC Reports, to the extent such agreements are required to be included or identified pursuant to the rules and regulations of the Commission. As of the date hereof, none of the Most Recent SEC Reports are subject to ongoing review or outstanding investigation by the Commission. For purposes of this Agreement, “SEC Reports” means, collectively, each form, report, statement, schedule, prospectus, proxy, registration statement and other document, if any, filed by the Issuer with the Commission since its initial registration of the Class A Ordinary Shares, under the Securities Act and the Exchange Act, including the exhibits thereto and documents incorporated by reference therein. For purposes of this Agreement, “Most Recent SEC Reports” means the Issuer’s Annual Report on Form 20-F for the fiscal year ended September 30, 2024 or its other reports and forms filed with the Commission under Sections 12, 13, or 15(d) of the Exchange Act after September 30, 2024 and before the date of this Agreement.

u. (a) Except as disclosed in Section 3.u(a) of the Disclosure Schedules, (i) there are no pending Actions against the Issuer or any Subsidiary, or any of their properties or assets, or any of the directors, managers or officers of the Issuer or any Subsidiary with regard to their actions as such which, if determined adversely, would reasonably be expected to adversely affect the ability of the Issuer to timely consummate the Subscription or otherwise adversely affect or challenge the legality, validity, or enforceability of any of the Transaction Documents or transactions contemplated therein, or, if resolved adversely, would reasonably be expected to result in a Material Adverse Effect, (ii) there are no pending or to the Issuer’s Knowledge, threatened audit, examination, enquiry or investigation by any Governmental Authority against the Issuer or any Subsidiary, or any of their properties or assets, or any of the directors, managers or officers of the Issuer or any Subsidiary with regard to their actions as such, and no facts exist that would reasonably be expected to form the basis for any such audit, examination, enquiry or investigation; (iii) there is no pending Action or threatened Action in writing, or investigation, by the Issuer or any Subsidiary against any third party; (iv) there is no settlement or similar agreement that imposes any material ongoing obligation or restriction on the Issuer or any Subsidiary; and (v) there is no Order imposed or threatened in writing to be imposed upon any the Issuer or any Subsidiary, or any of its respective properties or assets, or any of the directors, managers or officers of the Issuer or any Subsidiary with regard to their actions as such that would, individually or in the aggregate, result in a Material Adverse Effect. Neither the Issuer nor any Subsidiary, nor any director or officer thereof, is the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Issuer, there is not pending or contemplated, any investigation by the Commission involving the Issuer or any current or former director or officer of the Issuer.

(b) Except as set forth on Section 3.u(b) of the Disclosure Schedules, there is no Action pending or, to Issuer’s Knowledge, threatened against the Issuer by the Exchange or the Commission with respect to any intention by such entity to deregister the Class A Ordinary Shares or prohibit or terminate the listing of the Class A Ordinary Shares on the Exchange. The Issuer is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements except for those with respect to bidding price deficiency. The Class A Ordinary Shares are currently eligible for electronic transfer through the Depository Trust Company or another established clearing corporation and the Issuer is current in payment of the fees to the Depository Trust Company (or such other established clearing corporation) in connection with such electronic transfer.

v. Except as forth in Section 3.v of the Disclosure Schedule, the Issuer has not paid, and are not obligated to pay, any brokerage, finder’s or other commission or similar fees in connection with the transactions contemplated by the Transaction Documents. Subscriber shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.

w. None of the Issuer, any predecessor or affiliated issuer of the Issuer, any director, executive officer or other officer of the Issuer, or, to the Issuer’s knowledge, any beneficial owner of twenty percent (20%) or more of the Issuer’s issued and outstanding voting equity securities, calculated on the basis of voting power, or any promoter connected with the Issuer in any capacity (collectively, “Issuer Covered Persons”), is subject to any of the “bad actor” disqualifications within the meaning of Rule 506(d) under the Securities Act, except for a disqualification event covered by Rule 506(d)(2) or (d)(3).

x. The Issuer acknowledges that there have been no representations, warranties, covenants and agreements made to Issuer by or on behalf of Subscriber, any of its respective affiliates or any of its or their control persons, officers, directors, employees, partners, agents or representatives, expressly or by implication, regarding the transactions contemplated by this Agreement other than those representations, warranties, covenants and agreements included in this Agreement (inclusive of the exhibits and schedules attached hereto).

y. The gross proceeds from the Acquired Securities contemplated by the Transaction will be utilized for purposes of acquiring XAUt (including costs associated with such acquisition), transaction costs, working capital and general corporate purposes.

z. No labor dispute exists or, to the knowledge of the Issuer, is threatened with respect to any of the employees of the Issuer or its Subsidiaries, which would reasonably be expected to result in a Material Adverse Effect. None of the Issuer’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Issuer or such Subsidiary, and neither the Issuer nor any of its Subsidiaries is a party to a collective bargaining agreement. No executive officer of the Issuer or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Issuer or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Issuer and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

aa. The Issuer and its Subsidiaries possess all material Permits as reasonably required to conduct the business of the Issuer (“Material Permits”), and neither the Issuer nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material Permit.

bb. The Issuer and its Subsidiaries have good and marketable title to their respective owned properties and assets that are necessary to the business of the Issuer and its Subsidiaries as currently conducted, in each case, free and clear of all Liens, except for Liens as do not materially affect the value of such property, taken as a whole, and do not interfere in any material respect with the use made or proposed to be made of such properties by the Issuer and its Subsidiaries, taken as a whole, and any Liens arising from Indebtedness. Any real property and facilities held under lease by the Issuer or its Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Issuer and its Subsidiaries are in compliance, except where such non-compliance would not have or reasonably be expected to have a Material Adverse Effect. “Liens” means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

cc. The Issuer and its Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have would have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Issuer nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement, except where such expiration, termination or abandonment would not have or reasonably be expected to have a Material Adverse Effect. Neither the Issuer nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim that the Intellectual Property Rights violate or infringe upon the rights of any Person. All such Intellectual Property Rights are enforceable and to the knowledge of the Issuer, there is no existing infringement by another Person of any of the Intellectual Property Rights. The Issuer and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties.

dd. The Issuer and its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary for companies of similar size as the Issuer in the businesses in which the Issuer and its Subsidiaries are engaged. Neither the Issuer nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

ee. None of the officers or directors of the Issuer or any Subsidiary, and none of the employees of the Issuer or any Subsidiary is presently a party to any transaction with the Issuer or any Subsidiary (other than for services as employees, officers and directors or with respect to the Contemplated Transactions), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, shareholder, member or partner, in each case in excess of $20,000 other than for (a) payment of salary or consulting fees for services rendered, (b) reimbursement for expenses incurred on behalf of the Issuer and (c) other employee benefits, including equity incentives granted under any equity incentive plan of the Issuer.

ff. The Issuer has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one (1) year from the Closing Date. The Issuer has no knowledge that any creditors of the Issuer intend to initiate involuntary bankruptcy, insolvency, reorganization or liquidation proceedings or other Actions for relief under any bankruptcy or reorganization laws of any jurisdiction. All outstanding secured and unsecured Indebtedness of the Issuer or any Subsidiary, or for which the Issuer or any Subsidiary has commitments is set forth in the Most Recent SEC Reports. Neither the Issuer nor any Subsidiary is in default with respect to any Indebtedness.

gg. The Issuer and its Subsidiaries are in compliance in all material respects with any and all applicable requirements of the Sarbanes-Oxley Act of 2002, as amended, that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. The Issuer and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (a) transactions are executed in accordance with management’s general or specific authorizations, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (c) access to assets is permitted only in accordance with management’s general or specific authorization, and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Issuer and its Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Issuer and its Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Issuer in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.

hh. Except as set forth in Section 3.t of the Disclosure Schedule, the SEC Reports and in connection with this Transaction and the Contemplated Transactions, no Person has any right to cause the Issuer or any Subsidiary to effect the registration under the Securities Act of any securities of the Issuer or any Subsidiary.

ii. The Issuer and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Charter Documents or the laws of its jurisdiction of incorporation that is or could become applicable to Subscriber as a result of Subscriber and the Issuer fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Issuer’s sale, issuance and delivery of the Acquired Securities, and Subscriber’s ownership of the Acquired Securities.

jj. Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 4, neither the Issuer nor any of its affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Acquired Securities to be integrated with prior offerings by the Issuer for purposes of (i) the Securities Act which would require the registration of any such securities under the Securities Act, or (ii) any applicable shareholder approval provisions of any Exchange on which any of the securities of the Issuer are listed or designated.

kk. The Issuer and its Subsidiaries each (a) has made or filed all U.S. federal, state, local, and foreign tax returns, reports and declarations required by any jurisdiction in which it is subject to tax, (b) has paid all taxes and other governmental assessments and charges, and (c) has set aside on its books provisions reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes claimed to be due by the taxing authority of any jurisdiction.

ll. None of the Issuer, any Subsidiary or any agent or other person acting on behalf of the Issuer or any Subsidiary has (a) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (b) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (c) failed to disclose fully any contribution made by the Issuer or any Subsidiary (or made by any person acting on its behalf of which the Issuer is aware) which is in violation of law, or (d) violated in any material respect any provision of Foreign Corrupt Practices Act of 1977, as amended.

mm. The Issuer’s accounting firm is Yu Certified Public Accountant, P.C. (the “Accountant”). The Accountant (a) is a registered public accounting firm as required by the Exchange Act, (b) is independent public accountants within the meaning of the Securities Act and the Public Company Accounting Oversight Board (United States), and (c) shall express its opinion with respect to the financial statements to be included in the Issuer’s Annual Report on Form 20-F for the fiscal year ending September 30, 2025. The Accountant, whose report was included on the consolidated financial statements of the Issuer for the fiscal year ended September 30, 2024, during the periods covered of its report, was a registered public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (United States). There are no disagreements of any kind presently existing, or reasonably anticipated by the Issuer to arise, between the Issuer and the accountants formerly or presently employed by the Issuer and the Issuer is current with respect to any fees owed to its accountants which could affect the Issuer’s ability to perform any of its obligations under any of the Transaction Documents. To the knowledge of the Issuer, each of the accountants formerly or presently employed by the Issuer is not, or was not, in violation of the auditor independence requirements of the Sarbanes-Oxley Act of 2002, as amended, with respect to the Issuer.

nn. The Issuer has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Issuer to facilitate the sale or resale of any of the Acquired Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Acquired Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Issuer, other than, in the case of clauses (ii) and (iii), compensation paid to the Placement Agent in connection with the placement of the Acquired Securities.

oo. Each share of capital stock granted by the Issuer under the Issuer’s equity incentive plan was granted in accordance with the terms of the Issuer’s equity incentive plan and Applicable Law. The Issuer has not granted, and there is no and has been no Issuer policy or practice to grant, awards under the Issuer’s equity incentive plan prior to, or otherwise coordinate the grant of awards under the Issuer’s equity incentive plan with, the release or other public announcement of material information regarding the Issuer or its Subsidiaries or their financial results or prospects.

pp. (a) There has been no security breach or other compromise of or relating to any of the Issuer’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) and the Issuer and its Subsidiaries have not been notified of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data, except, with respect to those which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (b) the Issuer and its Subsidiaries are presently in compliance with all Applicable Law or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate, have a Material Adverse Effect; (c) the Issuer and its Subsidiaries have implemented and maintained commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (d) the Issuer and its Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices.

qq. The Issuer and its Subsidiaries are, and at all times since January 1, 2024, in material compliance with all applicable state, federal and foreign data privacy and security laws and regulations (collectively, “Privacy Laws”). The execution, delivery and performance of the Transaction Documents will not result in a breach of any Privacy Laws or Policies. Neither the Issuer nor its Subsidiaries (i) has received written notice of any actual or potential liability of the Issuer or its Subsidiaries under, or actual or potential violation by the Issuer or its Subsidiaries of, any of the Privacy Laws since January 1, 2024; (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation or other corrective action pursuant to any regulatory request or demand pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement by or with any court or arbitrator or governmental or regulatory authority that imposed any obligation or liability under any Privacy Law.

rr. Neither the Issuer nor any Subsidiary or any director, officer, agent, employee, affiliate or representative of the Issuer or any of its Subsidiaries is an individual or entity (“Covered Person”) currently the subject or target of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Issuer located, organized or resident in a country or territory that is the subject of Sanctions; and the Issuer will not directly or indirectly use any funds, or lend, contribute or otherwise make available such funds to any Subsidiaries, joint venture partners or other Covered Person, to fund any activities of or business with any Covered Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Covered Person (including any Covered Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.

ss. The operations of the Issuer and its Subsidiaries are and have been conducted at all times in compliance with the Applicable Laws relating to anti money laundering (collectively, the “Money Laundering Laws”), and no Action involving the Issuer or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Issuer or any Subsidiary, threatened.

4. Subscriber Representations and Warranties. Subscriber represents and warrants, as of the date hereof and the Closing Date, that:

a. Subscriber has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation, with the requisite entity power and authority to enter into, deliver and perform its obligations under this Agreement.

b. This Agreement has been duly authorized, executed and delivered by Subscriber. This Agreement is enforceable against Subscriber in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally and (ii) principles of equity, whether considered at law or equity.

c. The execution and delivery by Subscriber of this Agreement, and the performance by Subscriber of its obligations under this Agreement, including the purchase of the Acquired Securities and the consummation of the other transactions contemplated herein, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Subscriber pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Subscriber is a party or by which Subscriber is bound or to which any of the property or assets of Subscriber is subject, which would reasonably be expected to have a material adverse effect on the business, properties, financial condition, stockholders’ equity or results of operations of Subscriber, taken as a whole (a “Subscriber Material Adverse Effect”), or materially affect the legal authority of Subscriber to comply in all material respects with the terms of this Agreement; (ii) the organizational documents of Subscriber; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over Subscriber or any of Subscriber’s properties that would reasonably be expected to have a Subscriber Material Adverse Effect or materially affect the legal authority of Subscriber to comply in all material respects with this Agreement.

d. Subscriber (i) is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act, satisfying the applicable requirements set forth on Schedule A and acknowledges that the sale contemplated hereby is being made in reliance on a private placement exemption to “Accredited Investors” within the meaning of Section 501(a) of Regulation D under the Securities Act and similar exemptions under state law, and is an “institutional account” as defined in FINRA Rule 4512(c), (ii) is acquiring the Acquired Securities, and upon the exercise of the Pre-Funded Warrant and Ordinary Warrants, will acquire the Warrant Shares issuable upon such exercise of the Pre-Funded Warrant and the Ordinary Warrants, respectively, only for its own account and not for the account of others, or if Subscriber is subscribing for the Acquired Securities as a fiduciary or agent for one or more investor accounts, each owner of such account is a “qualified institutional buyer” or an “accredited investor” (each as defined above) and Subscriber has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring the Acquired Securities, and upon the exercise of the Pre-Funded Warrant or the Ordinary Warrants, will not acquire the Warrant Shares issuable upon such exercise of the Pre-Funded Warrant or the Ordinary Warrants, respectively, with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act. Subscriber has completed Schedule A following the signature page hereto and the information contained therein is accurate and complete. Subscriber is not an entity formed for the specific purpose of acquiring the Acquired Securities, and upon the exercise of the Pre-Funded Warrant or the Ordinary Warrants, acquiring the Warrant Shares issuable upon such exercise of the Pre-Funded Warrant or the Ordinary Warrants, respectively, unless Subscriber is a newly formed entity in which all of the equity owners are accredited investors and is an “institutional account” as defined by FINRA Rule 4512(c). Accordingly, Subscriber is aware that this offering of the Acquired Securities meets the exemptions from filing under FINRA Rule 5123(b)(1)(A), (C) or (J).

e. Subscriber understands that the Acquired Securities are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Acquired Securities and the Warrant Shares underlying the Pre-Funded Warrant and the Ordinary Warrants have not been registered under the Securities Act. Subscriber understands that the Acquired Securities and Warrant Shares may not be offered, resold, transferred, pledged or otherwise disposed of by Subscriber absent an effective registration statement under the Securities Act, except (i) to the Issuer or a Subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act, (iii) pursuant to Rule 144 (including Rule 144(i) thereunder) under the Securities Act; provided, that all of the applicable conditions thereof have been met, or (iv) pursuant to another applicable exemption from the registration requirements of the Securities Act (including, without limitation, a private resale pursuant to the so-called “Section 4(a)(7)”), and in each case, in accordance with any applicable securities laws of the states of the United States and other applicable jurisdictions, and that any certificates or book-entry records representing the Acquired Securities and Warrant Shares shall contain a legend to such effect. Subscriber acknowledges that the Acquired Securities and Warrant Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Subscriber understands and agrees that the Acquired Securities and Warrant Shares will be subject to the foregoing transfer restrictions and, as a result of these transfer restrictions, Subscriber may not be able to readily resell the Acquired Securities and Warrant Shares and may be required to bear the financial risk of an investment in the Acquired Securities for an indefinite period of time. Subscriber acknowledges and agrees that the Acquired Securities and Warrant Shares will not be eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 until at least six (6) months from the Closing Date. Subscriber understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Acquired Securities and Warrant Shares.

f. Subscriber’s acquisition and holding of the Acquired Securities will not constitute or result in a non-exempt prohibited transaction under section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), section 4975 of the Code, or any applicable similar law.

g. In making its decision to subscribe for and purchase the Acquired Securities, Subscriber represents that it has relied solely upon its own independent investigation, the investor presentation provided to Subscriber and the Issuer’s representations, warranties and covenants set forth in this Agreement. Without limiting the generality of the foregoing, Subscriber has not relied on any statements, representations or warranties or other information provided by the Placement Agent or any of its affiliates, or any of their respective officers, directors, employees or representatives, concerning the Issuer or the Acquired Securities or the offer and sale of the Acquired Securities. Subscriber acknowledges and agrees that Subscriber has received and has had the opportunity to review such information as Subscriber deems necessary in order to make an investment decision with respect to the Acquired Securities and the Issuer, including the SEC Reports, the risk factors set forth therein, a summary of risk factors set forth in Exhibit A, and certain information provided in the Issuer’s data room (provided that no risk factor disclosure or information set forth in such data room shall be deemed to qualify any representation or warranty of the Issuer contained herein). Subscriber represents and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as Subscriber and Subscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Acquired Securities.

h. Subscriber became aware of this offering of the Acquired Securities solely by means of direct contact between Subscriber and the Issuer, the Placement Agent or a representative of the Issuer or the Placement Agent, and the Acquired Securities were offered to Subscriber solely by direct contact between Subscriber and the Issuer, the Placement Agent or a representative of the Issuer or the Placement Agent. Subscriber did not become aware of this offering of the Acquired Securities, nor were the Acquired Securities offered to Subscriber, by any other means. Subscriber acknowledges that the Issuer represents and warrants that the Acquired Securities (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.

i. Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Acquired Securities. Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Acquired Securities, and Subscriber has sought such accounting, legal and tax advice as Subscriber has considered necessary to make an informed investment decision. Accordingly, Subscriber is aware that the offering of the Acquired Securities meets the institutional account exemptions from FINRA Rule 2111(b).

j. Subscriber acknowledges and agrees that none of the Placement Agent, any affiliate of the Placement Agent or any officer, director, employee or representative of any of the Placement Agent or any affiliate thereof has provided Subscriber with any information or advice with respect to the Acquired Securities nor is such information or advice necessary or desired. Subscriber acknowledges that none of the Placement Agent, any affiliate of the Placement Agent or any of its officers, directors, employees or representatives (i) has made any representation as to the Issuer or the quality of the Acquired Securities, and the Placement Agent may have acquired non-public information with respect to the Issuer, which Subscriber agrees need not be provided to it, (ii) has made an independent investigation with respect to the Issuer or the Acquired Securities or the accuracy, completeness or adequacy of any information supplied to Subscriber by the Issuer, (iii) has acted as Subscriber’s financial advisor or fiduciary in connection with the issuance and purchase of the Acquired Securities or (iv) has prepared a disclosure or offering document in connection with the offer and sale of the Acquired Securities.

k. Subscriber represents and acknowledges that Subscriber, either alone or together with any professional advisor(s) has adequately analyzed and fully considered the risks of an investment in the Acquired Securities and determined that the Acquired Securities are a suitable investment for Subscriber and that Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of Subscriber’s investment in the Issuer. Subscriber acknowledges specifically that a possibility of total loss exists; provided, that neither this representation nor any other representation or warranty made by Subscriber herein shall in any way limit Subscriber’s right to rely upon the Issuer’s representations, warranties and covenants contained herein.

l. Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Acquired Securities or made any findings or determination as to the fairness of an investment in the Acquired Securities.

m. The operations of Subscriber have been conducted in material compliance with the rules and regulations administered or conducted by OFAC applicable to Subscriber. Subscriber has performed due diligence necessary to reasonably determine that its beneficial owners are not named on the lists of denied parties or blocked persons administered by OFAC, resident in or organized under the laws of a country that is the subject of Sanctions, or otherwise the subject of Sanctions, except as permitted under Sanctions.

n. Subscriber is not currently (and at all times through the Closing or earlier termination of this Agreement will refrain from being or becoming) a member of a “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) acting for the purpose of acquiring, holding, voting or disposing of equity securities of the Issuer (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than any “group” consisting solely of Subscriber and one or more of its affiliates.

o. If Subscriber is or is acting on behalf of (i) an employee benefit plan that is subject to Title I of ERISA, (ii) a plan, an individual retirement account or other arrangement that is subject to section 4975 of the Code, (iii) an entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement described in clauses (i) and (ii) (each, an “ERISA Plan”), or (iv) an employee benefit plan that is a governmental plan (as defined in section 3(32) of ERISA), a church plan (as defined in section 3(33) of ERISA), a non-U.S. plan (as described in section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing clauses (i), (ii) or (iii) but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar Laws,” and together with the ERISA Plans, the “Plans”), Subscriber represents and warrants that (i) neither the Issuer nor any of its respective affiliates has provided investment advice or has otherwise acted as the Plan’s fiduciary, with respect to its decision to acquire and hold the Acquired Securities, and none of the Issuer or any of its respective affiliates is or shall at any time be the Plan’s fiduciary with respect to any decision to acquire and hold the Acquired Securities, and none of the Issuer or any of its respective affiliates is or shall at any time be the Plan’s fiduciary with respect to any decision in connection with Subscriber’s investment in the Acquired Securities and (ii) its purchase of the Acquired Securities will not result in a non-exempt prohibited transaction under section 406 of ERISA or section 4975 of the Code, or any applicable Similar Law.

p. Subscriber has, and at the Closing, will have, sufficient funds to pay the Purchase Price pursuant to Section 2.b.

5. Registration Rights.

a. The Issuer agrees to use commercially reasonable efforts to submit to or file with the Commission, as soon as reasonably practicable upon the consummation of the Subscription and in any case no later than thirty (30) calendar days following the Closing Date (the “Filing Date”) (at the Issuer’s sole cost and expense), a registration statement on Form F-3 (or Form F-1 if Form F-3 is not available) (the “Registration Statement”), registering the resale of the Registrable Securities (as defined herein), which Registration Statement may include Class A Ordinary Shares sold pursuant to the Secondary Purchase and the Class A Ordinary Shares issued or issuable upon conversion of the Class B Ordinary Shares and upon exercise of warrants sold pursuant to the Primary Purchase and the Secondary Purchase, and other Class A Ordinary Shares that Issuer may designate, and the Issuer shall use its commercially reasonable efforts to have the Registration Statement declared effective under the Securities Act as soon as practicable after the filing thereof and upon the earlier of (i) sixty (60) RR Business Days (as defined below) following the Filing Date if the Commission notifies the Issuer that it will “review” the Registration Statement and (ii) the 5th RR Business Day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effective Date”); provided, however, that the Issuer’s obligations to include the Registrable Securities in the Registration Statement are contingent upon Subscriber furnishing in writing to the Issuer such information regarding Subscriber, the securities of the Issuer held by Subscriber and the intended method of disposition of the Registrable Securities as shall be reasonably requested by the Issuer to effect the registration of the Registrable Securities, and Subscriber shall execute such documents in connection with such registration as the Issuer may reasonably request that are customary of a selling stockholder in similar situations, including providing that the Issuer shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement as permitted under Section 5.c of this Agreement. Notwithstanding the foregoing, if the Commission prevents the Issuer from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the applicable stockholders or otherwise, such Registration Statement shall register for resale such number of Registrable Securities which is equal to the maximum number of Registrable Securities as is permitted by the Commission. In such event, the number of Registrable Securities to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders. Upon notification by the Commission that the Registration Statement has been declared effective by the Commission, within two (2) RR Business Days thereafter, the Issuer shall file the final prospectus under Rule 424 of the Securities Act. The Issuer shall provide a draft of the Registration Statement to Subscriber for review at least two (2) RR Business Days in advance of filing the Registration Statement; provided, that for the avoidance of doubt, in no event shall the Issuer be required to delay or postpone the filing of such Registration Statement as a result of or in connection with Subscriber’s review. In no event shall Subscriber be identified as an underwriter in the Registration Statement unless required by the Commission; provided, that if the Commission requests that Subscriber be identified as an underwriter in the Registration Statement, Subscriber will have an opportunity to withdraw from the Registration Statement (in which case the Issuer shall not identify Subscriber as an underwriter therein). Subscriber shall not be entitled to use the Registration Statement for an underwritten offering of Registrable Securities. For purposes of clarification, any failure by the Issuer to file the Registration Statement by the Filing Date or to effect such Registration Statement by the Effective Date shall not otherwise relieve the Issuer of its obligations to file or effect the Registration Statement as set forth above in this Section 5. “Registrable Securities” means the Acquired Shares, the Ordinary Warrants and the Warrant Shares issued or issuable upon the exercise of the Ordinary Warrants and/or Pre-Funded Warrant (if applicable), and any Class A Ordinary Shares issued or issuable with respect to the Acquired Shares and the Warrant Shares as a result of any stock split or subdivision, stock dividend, recapitalization, exchange or similar event. “RR Business Day” means any day other than a Saturday, Sunday or day on which the Commission is closed or on which the Commission is not accepting, processing or reviewing filings.

b. In the case of the registration effected by the Issuer pursuant to this Agreement, the Issuer shall, upon reasonable request, inform Subscriber as to the status of such registration. At its expense the Issuer shall:

(i) except for such times as the Issuer is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, use its commercially reasonable efforts to keep such registration continuously effective with respect to Subscriber, and to keep the applicable Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions, until the earlier of the following: (A) Subscriber ceases to hold any Registrable Securities, (B) the date all Registrable Securities held by Subscriber may be sold without restriction under Rule 144 of the Securities Act, including without limitation, any volume and manner of sale restrictions which may be applicable to affiliates under Rule 144 and without the requirement for the Issuer to be in compliance with the current public information required under Rule 144(c)(1) or Rule 144(i)(2), as applicable, and (C) three (3) years from the Effective Date of the Registration Statement. The period of time during which the Issuer is required hereunder to keep a Registration Statement effective is referred to herein as the “Registration Period”; 

(ii) during the Registration Period, advise Subscriber promptly:

(1) when a Registration Statement or any amendment thereto has been filed with the Commission and when such Registration Statement or any post-effective amendment thereto has become effective;

(2) of any request by the Commission for amendments or supplements to any Registration Statement or the prospectus included therein or for additional information;

(3) after it shall receive notice or obtain knowledge thereof, of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose;

(4) of the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Registrable Securities included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and 

(5) in accordance with Section 5.c of this Agreement, of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that, as of such date, any Registration Statement does not contain an untrue statement of a material fact or does not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any prospectus does not include an untrue statement of a material fact or does not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 

Notwithstanding anything to the contrary set forth herein, the Issuer shall not, when so advising Subscriber of such events, provide Subscriber with any material, nonpublic information regarding the Issuer, any of its affiliates or any other Person, unless the Issuer has notified Investor of the existence of such an event (without providing material, nonpublic information about the specific nature of such event) and obtained the written consent of the Investor to receive such information;

(iii) during the Registration Period, use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable;

(iv) during the Registration Period, upon the occurrence of any event contemplated above, except for such times as the Issuer is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; 

(v) during the Registration Period, use its commercially reasonable efforts (y) to remain listed on each Exchange and to cause all Registrable Securities to be listed on each securities exchange or market, if any, on which the Class A Ordinary Shares issued by the Issuer have been listed and (z) to timely comply in all material respects with the Issuer’s reporting, filing and other obligations under the rules and regulations of the Commission and each Exchange;

(vi) during the Registration Period, use its commercially reasonable efforts to take all other steps necessary to effect the registration of the Registrable Securities contemplated hereby and, for so long as Subscriber holds Registrable Securities, to enable Subscriber to sell the Registrable Securities under Rule 144; and

(vii) subject to receipt from Subscriber by the Issuer or its transfer agent of customary representations and other customary documentation reasonably acceptable to the Issuer and the transfer agent in connection therewith, Subscriber may request that the Issuer remove, and the Issuer shall cause to be removed, any legend from the book entry position(s) or certificate(s) evidencing its Registrable Securities at any time that such Registrable Securities (A) are subject to or have been or are about to be sold or transferred pursuant to, an effective registration statement (including a registration statement filed under this Agreement); (B) have been or are about to be sold pursuant to Rule 144; or (C) may be sold pursuant to Rule 144 without restriction on the volume or manner of sale and without the requirement for the Issuer to be in compliance with the current public information requirement under Rule 144 (or any similar provision then in force under the Securities Act). If required by the Issuer’s transfer agent, the Issuer shall cause its counsel to deliver to such transfer agent an opinion of counsel to the effect that the removal of restrictive legends in such circumstances may be effected under the Securities Act. If restrictive legends are no longer required for such Registrable Securities pursuant to the foregoing, the Issuer shall, in accordance with the provisions of this Section 5 and within two (2) business days of any request therefor from Subscriber accompanied by such customary and reasonably acceptable representations and other documentation referred to above establishing that restrictive legends are no longer required, deliver to the transfer agent irrevocable instructions that the transfer agent shall make a new, unlegended entry for such book entry Registrable Securities. The Issuer shall be responsible for the fees of its transfer agent and all Depository Trust Company fees associated with such issuance.

c. Notwithstanding anything to the contrary in this Agreement, the Issuer shall be entitled to delay or postpone the filing or effectiveness of the Registration Statement, and, from time to time, to require Subscriber not to sell under the Registration Statement or to suspend the effectiveness or use thereof, if it determines that the negotiation or consummation of a transaction by the Issuer or its Subsidiaries is pending or an event has occurred, which negotiation, consummation or event that the Board of Directors reasonably believes, upon the advice of outside legal counsel, would require additional disclosure by the Issuer in the Registration Statement of material information that the Issuer has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement would be expected, in the reasonable determination of the Issuer, upon the advice of outside legal counsel, to cause the Registration Statement to fail to comply with applicable disclosure requirements or is otherwise necessary for the Registration Statement to not contain a material misstatement or omission (each such circumstance, a “Suspension Event”); provided, however, that the Issuer may not delay or suspend the effectiveness or use of the Registration Statement on more than one (1) occasion for more than sixty (60) total calendar days during any twelve-month period. Upon receipt of any written notice from the Issuer of the happening of any Suspension Event (which notice shall not contain material, nonpublic information) during the period that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or any related prospectus includes any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, Subscriber agrees that (i) it will promptly discontinue offers and sales of the Registrable Securities under the Registration Statement until Subscriber receives copies of a supplemental or amended prospectus (which the Issuer agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Issuer that it may resume such offers and sales and (ii) it will maintain the confidentiality of any information included in such written notice delivered by the Issuer unless otherwise required by law or subpoena. If so directed by the Issuer, Subscriber will deliver to the Issuer or, in Subscriber’s sole discretion destroy, all copies of the prospectus covering the Registrable Securities in Subscriber’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Registrable Securities shall not apply (A) to the extent Subscriber is required to retain a copy of such prospectus (x) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-up.

d. Subscriber may deliver written notice (including via email in accordance with Section 7.l) (an “Opt-Out Notice”) to the Issuer requesting that Subscriber not receive notices from the Issuer otherwise required by this Section 5; provided, however, that Subscriber may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from Subscriber (unless subsequently revoked), (i) the Issuer shall not deliver any such notices to Subscriber and Subscriber shall no longer be entitled to the rights associated with any such notice and (ii) each time prior to Subscriber’s intended use of an effective Registration Statement, Subscriber will notify the Issuer in writing at least two (2) business days in advance of such intended use, and if a notice of a Suspension Event was previously delivered (or would have been delivered but for the provisions of this Section 5.d) and the related suspension period remains in effect, the Issuer will so notify Subscriber, within one (1) business day of Subscriber’s notification to the Issuer, by delivering to Subscriber a copy of such previous notice of Suspension Event, and thereafter will provide Subscriber with the related notice of the conclusion of such Suspension Event immediately upon its availability.

e. The Issuer shall, notwithstanding any termination of this Agreement in accordance with Section 6, indemnify, defend and hold harmless Subscriber (to the extent a seller under the Registration Statement), its directors, officers, agents, broker-dealers, and employees and each person who controls Subscriber (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the fullest extent permitted by applicable law, from and against any and all out-of-pocket losses, claims, damages, liabilities and reasonable and documented costs (including, without limitation, reasonable and documented costs of preparation and investigation and reasonable documented attorneys’ fees of one legal counsel (and one local counsel)) and all other reasonable and documented expenses (collectively, “Losses”), as incurred, that arise out of or are based upon (i) any untrue statement of a material fact contained in the Registration Statement or in any amendment or supplement thereto, or arising out of or relating to any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement of a material fact included in any prospectus included (or incorporated by reference) in the Registration Statement, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent, but only to the extent, that such untrue statements or omissions are based upon information regarding Subscriber furnished in writing to the Issuer by Subscriber expressly for use therein or Subscriber has omitted a material fact from such information or otherwise violated the Securities Act, Exchange Act or any state securities law or any rule or regulation thereunder; provided, however, that the indemnification contained in this Section 5 shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the consent of the Issuer (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall the Issuer be liable for any Losses to the extent they arise out of or are based upon a violation which occurs (A) in reliance upon and in conformity with written information furnished by Subscriber expressly for inclusion in the Registration Statement, or (B) in connection with any offers or sales effected by or on behalf of Subscriber in violation of Section 5.c hereof. The Issuer shall notify Subscriber reasonably promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section 5 of which the Issuer is aware. The Issuer shall not, without the prior written consent of Subscriber, effect any settlement of any pending proceeding in respect of which Subscriber or any other person entitled to indemnification hereunder is a party, unless such settlement includes an unconditional release of Subscriber or such other person, as applicable, from all liability on claims that are the subject matter of such proceeding. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an indemnified party and shall survive the transfer of the Registrable Securities by Subscriber.

f. Subscriber shall indemnify and hold harmless the Issuer, its directors, officers, agents and employees, and each person who controls the Issuer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), to the fullest extent permitted by applicable law, from and against all Losses, as incurred, that arise out of or are based upon (i) any untrue statement of a material fact contained in any Registration Statement or in any amendment or supplement thereto or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement of a material fact included in any prospectus included in the Registration Statement, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, to the extent, but only to the extent, that such untrue statement or omissions are based upon information regarding Subscriber furnished in writing to the Issuer by Subscriber expressly for use therein or a material fact that Subscriber has omitted from such information; provided, however, that the indemnification contained in this Section 5.f shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the consent of Subscriber (which consent shall not be unreasonably withheld, conditioned or delayed). In no event shall the liability of Subscriber be greater in amount than the dollar amount of the net proceeds received by Subscriber upon the sale of the Registrable Securities giving rise to such indemnification obligation. Subscriber shall notify the Issuer promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section 5.f of which Subscriber is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an indemnified party and shall survive the transfer of the Acquired Securities by Subscriber.

g. If the indemnification provided under this Section 5 from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any Losses, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue statement of a material fact or omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses shall be deemed to include, subject to the limitations set forth above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 5.g from any person who was not guilty of such fraudulent misrepresentation. Each indemnifying party’s obligation to make a contribution pursuant to this Section 5.g shall be several, not joint. In no event shall the liability of Subscriber be greater in amount than the dollar amount of the net proceeds received by Subscriber upon the sale of the Acquired Securities purchased pursuant to this Agreement giving rise to such contribution obligation.

6. Termination. This Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earliest to occur of (a) upon the mutual written agreement of each of the parties hereto to terminate this Agreement, (b) if any of the conditions to the Closing set forth in Section 2 of this Agreement are not satisfied at, or are not capable of being satisfied on or prior to the Closing and, as a result thereof, the transactions contemplated by this Agreement will not be or are not consummated at the Closing, (c) at the election of Subscriber or Issuer, on or after October 14, 2025, or (d) termination of the Secondary Purchase Agreement; provided, that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any such willful breach; provided further that neither Subscriber or Issuer (as the case may be) shall be entitled to terminate this Agreement if its failure to perform any covenant or obligation under this Agreement has been the primary cause of, or primarily resulted in, the failure of the Closing to occur on or before October 14, 2025. In the event that this Agreement is terminated for any reason, the Issuer shall within one (1) business day following such termination, return to Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by Subscriber, all funds deposited in escrow by Subscriber in connection with the Transaction.

7. Miscellaneous

a. Each party hereto acknowledges that the other party hereto and the Placement Agent will rely on the acknowledgments, understandings, agreements, representations and warranties contained in this Agreement. Prior to the Closing, each party hereto agrees to promptly notify the other party hereto if any of the acknowledgments, understandings, agreements, representations and warranties made by such party as set forth herein are no longer accurate in all material respects. Subscriber further acknowledges and agrees that the Placement Agent is a third-party beneficiary of the representations and warranties of Subscriber contained in Section 4 and the Issuer further acknowledges and agrees that the Placement Agent is a third-party beneficiary of the representations and warranties of the Issuer contained in Section 3.

b. Subscriber agrees that none of (i) any Other Subscriber pursuant to Other Subscription Agreements entered into in connection with the Transaction (including the affiliates or controlling persons, members, officers, directors, partners, agents, or employees of any such Other Subscriber), (ii) the Placement Agent, its affiliates or any of its or their respective affiliates’ control persons, officers, directors or employees, and (iii) any affiliates or any control persons, officers, directors, employees, partners, agents or representatives of the Issuer shall be liable to Subscriber or to any Other Subscriber pursuant to this Agreement, the Pre-Funded Warrant, the Ordinary Warrants, the Other Subscription Agreements or any pre-funded warrants and ordinary warrants issued by the Issuer pursuant thereto, as applicable, the negotiation hereof or thereof or the subject matter hereof or thereof, or the transactions contemplated hereby or thereby, for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Acquired Securities. On behalf of itself and its affiliates, Subscriber releases each of the entities or individuals described above in respect of any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements related to this Agreement or the transactions contemplated hereby.

c. As of the date hereof, the Issuer has reserved and the Issuer shall continue to reserve and keep available at all times, free of preemptive rights, a sufficient number of authorized but unissued Class A Ordinary Shares for the purpose of enabling the Issuer to issue Class A Ordinary Shares pursuant to this Agreement and upon exercise of the Pre-Funded Warrant and the Ordinary Warrants.

d. The Issuer and Subscriber are entitled to rely upon this Agreement and each is irrevocably authorized to produce this Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby to the extent required by law or by regulatory bodies.

e. Notwithstanding anything to the contrary in this Agreement, prior to the Closing, Subscriber may not transfer or assign all or a portion of its rights and obligations under this Agreement, other than to one or more of its affiliates without the prior consent of the Issuer; provided, that such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, makes the representations and warranties in Section 4 and completes Schedule A hereto; provided, further, that, no assignment shall relieve the assigning party of any of its obligations hereunder. In the event of such a transfer or assignment, Subscriber shall complete the form of assignment attached as Schedule B hereto. The Issuer may not assign or transfer all or any portion of its rights or obligations under this Agreement without the consent of Subscriber.

f. The Issuer may request from Subscriber such additional information as the Issuer may reasonably deem necessary to evaluate the eligibility of Subscriber to acquire the Acquired Securities and to register the Acquired Securities for resale, and Subscriber shall promptly provide such information as may be reasonably requested, to the extent readily available and to the extent consistent with its internal policies and procedures; provided, that the Issuer agrees to keep any such information provided by Subscriber confidential.

g. This Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof.

h. Except as otherwise provided herein, this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective affiliates and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns.

i. If any provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.

j. This Agreement may be executed in two (2) or more counterparts (including by electronic means), all of which shall be considered one and the same agreement and shall become effective when signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

k. Each party shall pay all of its own expenses in connection with this Agreement and the transactions contemplated herein.

l. Any notice or communication required or permitted hereunder shall be in writing and either delivered personally, emailed or telecopied, sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed to be given and received (i) when so delivered personally, (ii) upon receipt of an appropriate electronic answerback or confirmation when so delivered by telecopy (to such number specified below or another number or numbers as such person may subsequently designate by notice given hereunder), (iii) when sent, with no mail undeliverable or other rejection notice, if sent by email or (iv) five (5) business days after the date of mailing to the address below or to such other address or addresses as such person may hereafter designate by notice given hereunder:

(A) if to Subscriber, to such address or addresses set forth on the signature page hereto;

(B) if to the Issuer, to:

Prestige Wealth Inc.

Office Unit 6620B, 66/F, The Center

99 Queen’s Road Central

Central, Hong Kong

with a copy (which shall not constitute notice) to:

Loeb & Loeb LLP 

2206-19 Jardine House 

1 Connaught Place

Central, Hong Kong

(C) if to the Placement Agent, to:

Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC
3 Columbus Circle, 24^th Floor
New York, NY 10019
Attn: Christian Lopez

Email: clopez@cohencm.com

m. This Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement of this Agreement, shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the principles of conflicts of law thereof.

THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, THE SUPREME COURT OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF NEW YORK SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND THE DOCUMENTS REFERRED TO IN THIS AGREEMENT AND IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED BY SUCH A NEW YORK STATE OR FEDERAL COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 7.L OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.

EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 7.M.

n. The Issuer shall within four (4) business days of the date of the entry into this Agreement, issue one or more press releases and furnish or file with the Commission a Report of Foreign Private Issuer on Form 6-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby, the Transaction and any other material, nonpublic information that the Issuer has provided to Subscriber at any time prior to the filing of the Disclosure Document. From and after the issuance of the Disclosure Document, Subscriber shall not be in possession of any material, nonpublic information received from the Issuer or any of its officers, directors, employees or other representatives. Notwithstanding anything in this Agreement to the contrary, the Issuer shall not publicly disclose the name of Subscriber or any of its affiliates, or include the name of Subscriber or any of its affiliates, without the prior written consent of Subscriber, (i) in any press release or (ii) in any filing with the Commission or any regulatory agency or trading market, except (A) as required by the federal securities law in connection with the Registration Statement, (B) in a press release or marketing materials of the Issuer in connection with the Transaction to the extent any such disclosure is substantially equivalent to the information that has previously been made public without breach of the obligation under this Section 7.n or (C) to the extent such disclosure is required by law, at the request of the staff of the Commission or regulatory agency or under the regulations of the Exchange or by any other governmental authority, in which case the Issuer shall provide Subscriber with prior written notice of such disclosure permitted under this subclause (iii).

o. In connection with any sale, assignment, transfer or other disposition of the Acquired Securities by Subscriber pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by Subscriber with the requirements of this Agreement, if requested by Subscriber by notice to the Issuer, the Issuer shall request its transfer agent to remove any restrictive legends related to the book entry account holding such shares and make a new, unlegended entry for such book entry shares sold or disposed of without restrictive legends within one (1) business day of any such request therefor from Subscriber, provided, that the Issuer has timely received from Subscriber a completed representation letter in customary form and such other customary representations as may be reasonably required in accordance with applicable law in connection therewith. The Issuer shall be responsible for the fees of the Issuer’s transfer agent, its legal counsel and all DTC fees associated with such legend removal.

p. This Agreement may not be amended, modified, supplemented or waived except by an instrument in writing, signed by the party against whom enforcement of such amendment, modification, supplement or waiver is sought; provided, that any rights (but not obligations) of a party under this Agreement may be waived, in whole or in part, by such party on its own behalf without the prior consent of any other party; provided, further, that Section 3, Section 4, Section 7.a and this Section 7.p may not be amended, terminated or waived in a manner that is material and adverse to the Placement Agent without the written consent of the Placement Agent.

q. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof, and accordingly, that the parties hereto shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions of this Agreement in an appropriate court of competent jurisdiction as set forth in Section 7.n, in addition to any other remedy to which any party is entitled at law or in equity.

r. Each party hereto intends that the Pre-Funded Warrant shall be treated as stock for U.S. federal (and applicable state and local) income tax purposes (together, the “Intended Tax Treatment”). Each party hereto agrees to report the Pre-Funded Warrant consistently with the Intended Tax Treatment and no party shall take any position inconsistent with the Intended Tax Treatment in the filing of any tax returns, in the course of any audit or tax review by any governmental authority relating to any tax returns, or otherwise, unless required by a “determination” within the meaning of Section 1313(a)(1) of the Code. If a governmental authority disputes or takes a position inconsistent with the Intended Tax Treatment, the party receiving notice of such dispute shall promptly notify the other parties hereto.

[Signature pages follow.]

IN WITNESS WHEREOF, each of the Issuer and Subscriber has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date first written above.

Email Address: _____________________

Subscriber’s EIN: ___________________

Address:

Signature Page to Subscription Agreement

Aggregate Number of Units subscribed for: _______________________

Aggregate Number of Acquired Shares subscribed for: _______________________   

Aggregate Number of Pre-Funded Warrant subscribed for: ___________________

Aggregate Number of Series A-1 Warrants subscribed for: ___________________   

Aggregate Number of Series A-2 Warrants subscribed for: ___________________   

Aggregate Purchase Price: $ ______________________

You must pay the Purchase Price by wire transfer of United States dollars in immediately available funds to the account specified by the Issuer in the Closing Notice.

Name and Address of Beneficial Owner, if different from Subscriber:

Number of Class A Ordinary Shares, Class B Ordinary Shares and other equity securities of the Issuer currently owned by Beneficial Owner prior to this Transaction:

Any descriptions for footnotes to be disclosed in the Registration Statement relating to beneficial ownership:

Signature Page to Subscription Agreement

EXHIBIT A

Summary of Risks

Certain factors may have a material adverse effect on the business, financial condition and results of operations of the Issuer and your proposed investment in the Issuer. The risks and uncertainties described below are not the only ones that the Issuer faces. Additional risks that the Issuer are unaware of, or that the Issuer currently believes are not material, may also become important factors that materially adversely affect the Issuer. If any of the risk factors discussed in the SEC Reports or any of the following risks actually occur, the business, financial condition, results of operation, and future prospects of the Issuer could be adversely affected, the trading price of the Class A Ordinary Shares could decline, and you could lose all or part of your investment.

RISKS RELATED TO THE ISSUER’S BUSINESS AND XAUT STRATEGY AND HOLDINGS

The Issuer’s financial results and the market price of the ordinary shares may be affected by the prices of gold and XAUt.

The Issuer intends to use the proceeds of the Contemplated Transaction primarily to acquire Tether Gold (“XAUt”), a digital asset backed by physical gold, implementing an XAUt treasury strategy. The value of the Issuer’s assets and the market price of its ordinary shares are closely linked to the market prices of gold and XAUt. Fluctuations in the price of gold or XAUt, whether due to macroeconomic factors, changes in investor sentiment, or other market dynamics, may have a direct and significant impact on the Issuer’s financial performance and the value of its securities. The Issuer’s exposure to gold-linked digital assets introduces indirect but material risk. If the price of gold, including prevailing and expected future prices, declines materially or becomes more volatile, demand for XAUt may decrease. As a result, investors in the Issuer’s ordinary shares, or securities linked to the Issuer’s ordinary shares, including warrants, are exposed to the volatility inherent in gold and digital asset markets.

The Issuer’s XAUt treasury strategy may expose it to complex liquidity risks across both traditional and digital asset markets, which could adversely affect its financial results.

The Issuer seeks to maintain a long position in XAUt. However, this approach introduces liquidity management challenges that may impact the Issuer’s financial performance. The price of XAUt is tied to the price of physical gold. The gold market, while historically liquid, can be subject to temporary dislocations caused by geopolitical events, macroeconomic shocks, or supply chain disruptions. Similarly, emerging token markets—particularly those involving newly issued or bespoke digital assets—often exhibit reduced trading volumes, fragmented order books, and dependence on limited market makers or exchange infrastructure. These structural limitations may prevent timely exits or settlements, or may result in price slippage, widening spreads, or delayed conversions between tokenized assets and fiat currency. 

These liquidity risks, across both traditional gold markets and tokenized asset venues, may limit the Issuer’s ability to execute its XAUt strategy effectively. If the Issuer is unable to timely deploy capital, or if XAUt fail to achieve meaningful market traction, its financial results, cash flows, and overall operating performance could be materially and adversely affected.

The redemption risk, pricing risk, and regulatory risk associated with XAUt as a stablecoin may adversely affect the price of XAUt, and thus the Issuer’s business, financial condition, and results of operations.

Stablecoins are digital assets designed to minimize price volatility. A stablecoin is designed to track the price of an underlying asset such as fiat currency or an exchange-traded commodity. XAUt is a stablecoin issued by Tether; it is designed to track the price of physical gold. Tether claims that XAUt is backed by physical gold stored in vaults in Switzerland, and can be traced and redeemed by the owner of the XAUt token.

Stablecoins are a relatively new phenomenon, and it is impossible to know all of the risks that they could pose to participants in the digital asset markets. In addition, some have argued that some stablecoins, particularly USDT, the U.S.-dollar-pegged stablecoin issued by Tether, were improperly issued, without sufficient backing, in a way that could cause artificial rather than genuine demand for digital assets, raising their prices. Regulators have also charged stablecoin issuers with violations of law or otherwise required certain stablecoin issuers to cease certain operations. For example, on February 17, 2021, the New York Attorney General entered into an agreement with Tether’s operators, requiring them to cease any further trading activity with New York persons and pay $18.5 million in penalties for false and misleading statements made regarding the assets backing Tether. On October 15, 2021, the CFTC announced a settlement with Tether’s operators in which they agreed to pay $42.5 million in fines to settle charges that, among others, Tether’s claims that it maintained sufficient U.S. dollar reserves to back every Tether stablecoin in circulation with the “equivalent amount of corresponding fiat currency” held by Tether were untrue.

Stablecoins have a unique risk associated with redemption of the token for the underlying asset and divergence between the intended redemption rate of the stablecoin and secondary market trading prices. The underlying assets are often invested into perceived “safe” investments such as U.S. Treasury securities. However, there is no guarantee that the underlying assets are put into instruments that are as safe as they may be perceived to be. There is a risk that the assets may not be redeemable at the 1:1 redemption ratio (i.e., one U.S. dollar for one USDC) if an issue occurs with the underlying asset. The issuers of stablecoins may also not be able to provide sufficient underlying assets to back the stablecoins. Moreover, even if marketed or intended to be redeemable with the stablecoin issuer at a 1:1 ratio, there is no guarantee that a stablecoin will trade in the secondary market at or close to such redemption value. In this regard, various market factors, including factors including trade liquidity and sentiment and perception regarding a stablecoin and its backing with underlying assets, may result in a stablecoin trading in the secondary markets at a value other than (or “depegging” from) a 1:1 value with the U.S. dollar. For example, the USDC stablecoin issued by Circle temporarily depegged and traded at a secondary price below one U.S. dollar in March 2023 in the context of the collapse of Silicon Valley Bank due to concerns that some of the funds backing USDC were held in deposits with Silicon Valley Bank. In the case of XAUt, there is a risk where the value of XAUt could deviate from the value of physical gold claimed to be redeemable with such XAUt, if there is stress in the market.

Given the foundational role that stablecoins play in global digital asset markets, their fundamental liquidity can have a dramatic impact on the broader digital asset market. Because a large portion of the digital asset market still depends on stablecoins such as USDT and USDC, there is a risk that a disorderly de-pegging or a run on USDT or USDC could lead to dramatic market volatility in, and/or materially and adversely affect the prices of, digital assets more broadly. Volatility in stablecoins, operational issues with stablecoins (for example, technical issues that prevent settlement), concerns about the sufficiency of any reserves that support stablecoins, or regulatory concerns about stablecoin issuers or intermediaries, such as bitcoin spot markets, that support stablecoins, could impact individuals’ willingness to trade on trading venues that rely on stablecoins and could impact the price of XAUt, and in turn, an investment in the ordinary shares of the Issuer.

In addition, the regulatory treatment of fiat-backed stablecoins is highly uncertain. The resale of such stablecoins may implicate a variety of banking, deposit, money transmission, prepaid access and stored value, anti-money laundering, commodities, securities, sanctions, and other laws and regulations in the various jurisdictions relevant to the Issuer’s business. The risks associated with stablecoins may adversely affect interest in and demand for the products and services the Issuer seeks to offer, and subject the Issuer to additional regulatory uncertainties, which may result in enforcement actions, litigation, significant costs being incurred, fines, and other penalties, as well as adversely affect the Issuer’s business, financial condition, and results of operations.

The Issuer operates in a highly competitive market, and established market participants with greater resources, regulatory positioning, or brand recognition may outperform it.

The Issuer’s operation comes to crossroads with participants in the global gold market, a highly competitive industry dominated by well-established financial institutions, bullion banks, ETF sponsors, precious metals dealers, and newer entrants offering gold-backed assets. Many of these participants possess significantly greater financial resources, broader market access, deeper liquidity, established regulatory frameworks, and longstanding relationships with institutional investors.

The Issuer also may face emerging competition from other blockchain-native platforms offering gold-linked tokens or decentralized finance (DeFi) products that may offer alternative value propositions or pricing advantages. Some of its competitors may also have physical custody infrastructure, tokenized offerings, or secondary markets in place. In addition, the Issuer may face competition from traditional gold investment products such as exchange-traded funds (ETFs), futures contracts, and bullion dealers, which are already widely accepted by retail and institutional investors.

If the Issuer is unable to successfully differentiate its platform, build user trust, secure high-quality counterparties, or scale liquidity in the Issuer’s tokenized offerings, it may not be able to compete effectively. Any failure to compete successfully could adversely affect its ability to grow its market share, attract capital to its platform, or generate sustainable revenue, which would have a material and adverse effect on its business, financial condition, and results of operations.

Investing in XAUt will expose the Issuer to certain risks associated with XAUt, such as price volatility, limited liquidity and trading volumes, relative anonymity, potential susceptibility to market abuse and manipulation, theft, compliance and internal control failures at exchanges and other risks inherent in its electronic, virtual form and decentralized network.

XAUt, as a digital asset, is subject to a range of risks that differ from those associated with traditional financial instruments. These include price volatility, which can result in rapid and substantial changes in value. The market for XAUt may also be characterized by limited liquidity and trading volumes, making it difficult to enter or exit positions without affecting the market price. The relative anonymity of transactions and the decentralized nature of the network may increase the risk of market abuse, manipulation, and theft. Furthermore, the Issuer is exposed to the risk of compliance and internal control failures at exchanges or other third-party service providers, which could result in the loss or misappropriation of assets. These risks are compounded by the electronic and virtual nature of XAUt, which may be vulnerable to cyberattacks and other technological failures.

The Issuer’s quarterly operating results, revenues, and expenses may fluctuate significantly, including because the Issuer may be required to account for its digital assets at fair value, which could have an adverse effect on the market price of its securities.

The Issuer’s financial results may be subject to significant fluctuations from quarter to quarter due to the requirement to account for its digital asset holdings, including XAUt, at fair value. Changes in the market price of XAUt may result in unrealized gains or losses that are reflected in the Issuer’s financial statements, potentially leading to volatility in reported revenues and expenses. Such fluctuations may not be indicative of the Issuer’s underlying operating performance and could adversely affect the market price of its securities.

The Issuer will have broad discretion in how it executes its XAUt strategy, including the timing of purchases and sale of XAUt and XAUt-related products. The Issuer may not execute its strategy effectively, which could affect its results of operations and cause its share price to decline.

The Issuer’s management will have significant flexibility in determining the timing and manner in which it implements the Issuer’s XAUt strategy, including decisions regarding the purchase and sale of XAUt and related products. There can be no assurance that management will execute this strategy effectively or that its decisions will result in favorable outcomes for the Issuer or its shareholders. Ineffective execution of the XAUt strategy could adversely affect the Issuer’s financial results and lead to a decline in the market price of its ordinary shares.

The price of XAUt has been volatile, and the Issuer’s ability to time the price of its purchase of XAUt pursuant to its strategy, including with the net proceeds of Contemplated Transactions, will be limited.

XAUt is a volatile asset that has traded below $2,600 and above $3,600 per XAUt in the past 12 months. In addition, XAUt does not pay interest, but staking rewards can be earned on XAUt. The ability to generate a return on investment from the net proceeds from any offering by the Issuer will depend on whether there is appreciation in the value of XAUt following the Issuer’s purchases of XAUt with the proceeds of Contemplated Transactions. Future fluctuations in XAUt’s trading prices may result in the Issuer’s converting XAUt purchased with the proceeds of Contemplated Transactions into cash with a value substantially below the net proceeds from Contemplated Transactions. There can be no assurance that the Issuer will be able to purchase XAUt at favorable prices or at times that maximize value for shareholders. The timing of purchases, including those made with the net proceeds of Contemplated Transactions, may be constrained by market conditions, regulatory requirements, or other factors beyond the Issuer’s control. As a result, the Issuer may be exposed to adverse price movements that could negatively impact its financial performance.

A significant decrease in the market value of the Issuer’s XAUt holdings could adversely affect its ability to satisfy its financial obligations under debt financings.

If the market value of the Issuer’s XAUt holdings were to decline significantly, the Issuer’s ability to meet its financial obligations under existing or future debt financings could be impaired. A reduction in the value of these assets may limit the Issuer’s borrowing capacity, trigger covenants or other restrictions under its financing arrangements, or otherwise adversely affect its liquidity and financial condition.

The Issuer may be, or may become following the Contemplated Transactions, a “passive foreign investment Issuer”, or “PFIC”, within the meaning of Section 1297(a) of the Internal Revenue Code of 1986, as amended, which may have adverse tax consequences for U.S. investors.

If the Issuer were to be characterized as a PFIC for U.S. federal income tax purposes in any taxable year during which a U.S. shareholder owns the Issuer’s ordinary shares, then “excess distributions” to such U.S. shareholder, and any gain realized on the sale or other disposition of the Issuer’s ordinary shares will be subject to special rules. Under these rules: (i) the excess distribution or gain would be allocated ratably over the U.S. shareholder’s holding period for the Issuer’s ordinary shares; (ii) the amount allocated to the current taxable year and any period prior to the first day of the first taxable year in which the Issuer was a PFIC would be taxed as ordinary income; and (iii) the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year. Certain of the adverse consequences of PFIC status can be mitigated if a U.S. shareholder makes an election to treat the Issuer as a “qualified electing fund,” or “QEF”, or makes a “mark-to-market” election. However, there is no assurance that, in the event the Issuer is a PFIC in any given taxable year, it will furnish U.S. investors with information needed to complete the QEF form required to be filed with the IRS on an annual basis, in a timely manner or at all, or to make and maintain a valid QEF election. If the Issuer fails to provide adequate information, U.S. shareholders may be unable to make a QEF election and could remain subject to the adverse tax consequences associated with PFIC status.

Future developments regarding the treatment of crypto assets for U.S. and foreign tax purposes could adversely impact the Issuer’s business.

The tax treatment of XAUt and other digital assets is subject to significant uncertainty and evolving guidance from U.S. federal, state, and local tax authorities, as well as foreign tax authorities. Changes in tax laws, regulations, or interpretations could have a material impact on the Issuer’s business, including its ability to acquire, hold, or dispose of XAUt in a tax-efficient manner. For example, future legislation or regulatory guidance could result in the imposition of new or increased taxes on the acquisition, holding, or transfer of XAUt, or could require the Issuer to report additional information to tax authorities. In addition, differences in the tax treatment of digital assets across jurisdictions could create compliance challenges and increase the Issuer’s administrative and operational costs. Any adverse developments in the tax treatment of digital assets could reduce the attractiveness of the Issuer’s business model, increase its tax liabilities, and negatively affect its financial results and the value of the Issuer’s stock.

XAUt and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty.

XAUt and other digital assets are relatively novel and are subject to significant legal and regulatory uncertainty, which could adversely impact their price. The application of state and federal securities laws and other laws and regulations to digital assets is evolving and unclear in certain respects, and it is possible that regulators in the United States or foreign countries may interpret or apply existing laws and regulations in a manner that adversely affects, the price of XAUt or the ability of individuals or institutions such as the Issuer to own or transfer XAUt.

The U.S. federal government, states, regulatory agencies, and foreign countries may also enact new laws and regulations, or pursue regulatory, legislative, enforcement or judicial actions, that could materially impact the price of XAUt or the ability of individuals or institutions such as the Issuer to own or transfer XAUt. For example, within the past several years:

While the complaint against Coinbase was dismissed in February 2025, the complaint against Payward Inc. and Payward Ventures Inc. was dismissed with prejudice in March 2025, the complaint against Binance was dismissed on May 29, 2025, and the investigations into OpenSea and Uniswap closed in February 2025, the SEC or other state, federal or foreign regulatory agencies may initiate similar actions in the future, which could materially impact the operations price of XAUt and the Issuer’s ability to own or transfer XAUt. For example, in April 2025, the State of Oregon brought a civil enforcement action against Coinbase for allegedly selling unregistered securities.

It is not possible to predict whether or when new laws will be enacted that change the legal framework governing digital assets or provide additional authorities to the SEC or other regulators, or whether or when any other federal, state or foreign legislative bodies will take any similar actions. It is also not possible to predict the nature of any such additional laws or authorities, how additional legislation or regulatory oversight might impact the ability of digital asset markets to function, the willingness of financial and other institutions to continue to provide services to the digital assets industry, or how any new laws or regulations, or changes to existing laws or regulations, might impact the value of digital assets generally and XAUt specifically. The consequences of any new law or regulation relating to digital assets and digital asset activities could adversely affect the market price of XAUt, as well as the Issuer’s ability to hold or transact in XAUt, and in turn adversely affect the market price of the Issuer’s listed securities.

Competition by other digital asset treasury, Gold-related treasury, or XAUt treasury companies and the availability of spot exchange-traded products (“ETPs”) for other digital assets may adversely affect the market price of its listed securities.

The Issuer faces competition from other entities that pursue similar digital asset or gold-related treasury strategies, as well as from the growing availability of spot exchange-traded products for digital assets. Increased competition may reduce demand for the Issuer’s securities, limit its ability to attract or retain investors, and adversely affect the market price of its listed securities.

The emergence or growth of digital assets other than XAUt may have a material adverse effect on the Issuer’s financial condition. There are numerous alternative digital assets and many entities, including consortiums and financial institutions. Other entities could issue digital assets tied to physical gold or other valuable assets. Those digital assets could gain market share relative to XAUt.

Additionally, central banks in some countries have started to introduce digital forms of legal tender. For example, China’s Central Bank Digital Currency (“CBDC”) project was made available to consumers in January 2022, and governments including the United States, the United Kingdom, the European Union, and Israel have been discussing the potential creation of new CBDCs. Whether or not they incorporate blockchain or similar technology, CBDCs, as legal tender in the issuing jurisdiction, could also compete with, or replace, XAUt and other digital assets as a medium of exchange or store of value. As a result, the emergence or growth of these or other digital assets could cause the market price of XAUt to decrease, which could have a material adverse effect on the Issuer’s business, prospects, financial condition, and operating results.

The Issuer’s XAUt strategy will subject it to enhanced regulatory oversight.

There has been increasing regulatory focus on the extent to which digital assets can be used to launder the proceeds of illegal activities, fund criminal or terrorist activities, or circumvent sanctions regimes, including those sanctions imposed in response to the ongoing conflict between Russia and Ukraine. While the Issuer intend to implement and maintain policies and procedures reasonably designed to promote compliance with applicable anti-money laundering and sanctions laws and regulations and take care to only acquire the Issuer’s XAUt through entities subject to anti-money laundering regulation and related compliance rules in the United States, if the Issuer are found to have purchased any of the Issuer’s XAUt from bad actors that have used XAUt to launder money or persons subject to sanctions, the Issuer may be subject to regulatory proceedings and any further transactions or dealings in XAUt by the Issuer may be restricted or prohibited.

A portion of the Issuer’s XAUt holdings may serve as collateral securing the Issuer’s outstanding indebtedness, and the Issuer may incur additional indebtedness or enter into other financial instruments in the future that may be collateralized by the Issuer’s XAUt holdings. The Issuer may also consider pursuing strategies to create income streams or otherwise generate funds using the Issuer’s XAUt holdings. These types of XAUt-related transactions are the subject of enhanced regulatory oversight. These and any other XAUt-related transactions the Issuer may enter into, beyond simply acquiring and holding XAUt, may subject the Issuer to additional regulatory compliance requirements and scrutiny, including under federal and state money services regulations, money transmitter licensing requirements and various commodity and securities laws and regulations.

Additional laws, guidance and policies may be issued by domestic and foreign regulators following the filing for Chapter 11 bankruptcy protection by FTX, one of the world’s largest cryptocurrency exchanges, in November 2022. The FTX collapse may have increased regulatory focus on the digital assets industry. Increased enforcement activity and changes in the regulatory environment, including changing interpretations and the implementation of new or varying regulatory requirements by the government or any new legislation affecting XAUt, as well as enforcement actions involving or impacting the Issuer’s trading venues, counterparties and custodians, may impose significant costs or significantly limit the Issuer’s ability to hold and transact in XAUt.

In addition, private actors that are wary of XAUt or the regulatory concerns associated with XAUt have in the past taken and may in the future take further actions that may have an adverse effect on the Issuer’s business or the market price of the Issuer’s listed securities. For example, it is possible that a financial institution could restrict customers from buying shares of the Issuer’s ordinary shares if it were to determine that the Issuer’s ordinary shares’s value is closely tied to the performance of XAUt, signaling a reluctance to facilitate exposure to virtual currencies.

XAUt trading venues may experience greater fraud, security failures, or regulatory or operational problems than trading venues for more established asset classes.

Digital asset trading venues are relatively new and, in many cases, unregulated. Furthermore, there are many digital asset trading venues which do not provide the public with significant information regarding their ownership structure, management teams, corporate practices and regulatory compliance. As a result, the marketplace may lose confidence in the digital asset trading venues, including prominent exchanges that handle a significant volume of digital asset trading and/or are subject to regulatory oversight, in the event one or more digital asset trading venues cease or pause for a prolonged period the trading of XAUt or other digital assets, or experience fraud, significant volumes of withdrawal, security failures or operational problems.

In 2019 there were reports claiming that 80-95% of bitcoin trading volume on trading venues was false or non-economic in nature, with specific focus on unregulated exchanges located outside of the United States. The SEC also alleged as part of its June 5, 2023, complaint against Binance Holdings Ltd. that Binance committed strategic and targeted “wash trading” through its affiliates to artificially inflate the volume of certain digital assets traded on its exchange. The SEC has also brought recent actions against individuals and digital asset market participants alleging that such persons artificially increased trading volumes in certain digital assets through wash trades, or repeated buying and selling of the same assets in fictitious transactions to manipulate their underlying trading price. Such reports and allegations may indicate that the bitcoin market is significantly smaller than expected and that the United States makes up a significantly larger percentage of the bitcoin market than is commonly understood.

Any actual or perceived wash trading in the digital asset market, and any other fraudulent or manipulative acts and practices, could adversely affect the value of the Issuer’s XAUt. Negative perception, a lack of stability in the broader digital asset markets and the closure, temporary shutdown or operational disruption of XAUt trading venues, lending institutions, institutional investors, institutional miners, custodians, or other major participants in the XAUt ecosystem, due to fraud, business failure, cybersecurity events, government-mandated regulation, bankruptcy, or for any other reason, may result in a decline in confidence in XAUt and the broader digital asset ecosystem and greater volatility in the price of XAUt. For example, in 2022, each of Celsius Network, Voyager Digital, Three Arrows Capital, FTX, and BlockFi filed for bankruptcy, following which the market prices of bitcoin and other digital assets significantly declined. In addition, in June 2023, the SEC announced enforcement actions against Coinbase, Inc., and Binance Holdings Ltd., two providers of large trading venues for digital assets, which similarly was followed by a decrease in the market price of bitcoin and other digital assets. These were followed in November 2023, by an SEC enforcement action against Payward Inc. and Payward Ventures Inc., together known as Kraken, another large trading venue for digital assets. While the complaint against Coinbase, Inc. was dismissed in February 2025, the complaint against Payward Inc. and Payward Ventures Inc. was dismissed with prejudice in March 2025, and the complaint against Binance Holdings Ltd. was dismissed on May 29, 2025, the SEC or other regulatory agencies may initiate similar actions in the future. As the price of the Issuer’s listed securities is affected by the value of the Issuer’s XAUt holdings, the failure of a major participant in the XAUt ecosystem or the broader digital asset ecosystem could have a material adverse effect on the market price of the Issuer’s listed securities.

The concentration of the Issuer’s XAUt holdings may enhance the risks inherent in the Issuer’s XAUt strategy.

As a result of the Issuer’s XAUt treasury strategy, the Issuer’s digital treasury assets are expected to be concentrated in the Issuer’s XAUt holdings. The concentration of the Issuer’s XAUt holdings limits the risk mitigation that the Issuer could achieve if the Issuer were to purchase a more diversified portfolio of treasury assets, and the absence of diversification enhances the risks inherent in the Issuer’s XAUt treasury strategy. Any future significant declines in the price of XAUt would have a more pronounced impact on the Issuer’s financial condition than if the Issuer used the Issuer’s cash to purchase a more diverse portfolio of assets.

The Issuer’s XAUt holdings will be less liquid than existing cash and cash equivalents and may not be able to serve as a source of liquidity for it to the same extent as cash and cash equivalents.

Historically, the digital asset market has been characterized by significant volatility in price, limited liquidity and trading volumes compared to sovereign currencies markets, relative anonymity, a developing regulatory landscape, potential susceptibility to market abuse and manipulation, compliance and internal control failures at exchanges, and various other risks inherent in its entirely electronic, virtual form and decentralized network. During times of market instability, the Issuer may not be able to sell the Issuer’s XAUt at favorable prices or at all. As a result, the Issuer’s XAUt holdings may not be able to serve as a source of liquidity for the Issuer to the same extent as cash and cash equivalents.

Further, the XAUt the Issuer expects to hold with the Issuer’s custodians and transact with the Issuer’s trade execution partners does not enjoy the same protections as are available to cash or securities deposited with or transacted by institutions subject to regulation by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.

Additionally, the Issuer may be unable to enter into term loans or other capital raising transactions collateralized by the Issuer’s unencumbered XAUt or otherwise generate funds using the Issuer’s XAUt holdings, including in particular during times of market instability or when the price of XAUt has declined significantly. If the Issuer is unable to sell the Issuer’s XAUt, enter into additional capital raising transactions, including capital raising transactions using XAUt as collateral, or otherwise generate funds using the Issuer’s XAUt holdings, or if the Issuer is forced to sell the Issuer’s XAUt at a significant loss, in order to meet the Issuer’s working capital requirements, the Issuer’s business and financial condition could be negatively impacted.

If the Issuer or its third-party service providers experience a security breach or cyber-attack and unauthorized parties obtain access to its XAUt assets, the Issuer may lose some or all of its XAUt assets and its financial condition and results of operations could be materially adversely affected.

From time to time, the XAUt owned by the Issuer may be held in custody accounts at institutional-grade digital asset custodians. Security breaches and cyberattacks are of particular concern with respect to the Issuer’s XAUt. XAUt and other blockchain-based cryptocurrencies and the entities that provide services to participants in the digital asset ecosystem have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activities. For example, in October 2021 it was reported that hackers exploited a flaw in the account recovery process and stole from the accounts of at least 6,000 customers of the Coinbase exchange, although the flaw was subsequently fixed and Coinbase reimbursed affected customers. Similarly, in November 2022, hackers exploited weaknesses in the security architecture of the FTX Trading digital asset exchange and reportedly stole over $400 million in digital assets from customers. A successful security breach or cyberattack could result in:

Further, any actual or perceived data security breach or cybersecurity attack directed at other companies with digital assets or companies that operate digital asset networks, regardless of whether the Issuer are directly impacted, could lead to a general loss of confidence in the broader digital asset ecosystem or in the use of the digital asset networks to conduct financial transactions, which could negatively impact us.

Attacks upon systems across a variety of industries, including industries related to digital assets, are increasing in frequency, persistence, and sophistication, and, in many cases, are being conducted by sophisticated, well-funded and organized groups and individuals, including state actors. The techniques used to obtain unauthorized, improper or illegal access to systems and information (including personal data and digital assets), disable or degrade services, or sabotage systems are constantly evolving, may be difficult to detect quickly, and often are not recognized or detected until after they have been launched against a target. These attacks may occur on the Issuer’s systems or those of the Issuer’s third-party service providers or partners. The Issuer may experience breaches of the Issuer’s security measures due to human error, malfeasance, insider threats, system errors or vulnerabilities or other irregularities. In particular, unauthorized parties have attempted, and the Issuer expects that they will continue to attempt, to gain access to the Issuer’s systems and facilities, as well as those of the Issuer’s partners and third-party service providers, through various means, such as hacking, social engineering, phishing and fraud. In the past, hackers have successfully employed a social engineering attack against one of the Issuer’s service providers and misappropriated the Issuer’s digital assets, although, to date, such events have not been material to the Issuer’s financial condition or operating results. Threats can come from a variety of sources, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, and insiders. In addition, certain types of attacks could harm the Issuer even if the Issuer’s systems are left undisturbed. For example, certain threats are designed to remain dormant or undetectable, sometimes for extended periods of time, or until launched against a target and the Issuer may not be able to implement adequate preventative measures. Further, there has been an increase in such activities due to the increase in work-from-home arrangements since the onset of the COVID-19 pandemic. The risk of cyberattacks could also be increased by cyberwarfare in connection with geopolitical conflicts, such as the ongoing Russia-Ukraine conflict, including potential proliferation of malware into systems unrelated to such conflicts. Any future breach of the Issuer’s operations or those of others in the digital asset industry, including third-party services on which the Issuer relies, could materially and adversely affect the Issuer’s business.

Rehypothecation of XAUt may subject the Issuer to significant risks and uncertainties.

The Issuer may rehypothecate the XAUt and as such do not have direct control over the rehypothecated XAUt; as a result, the Issuer may face challenges in reclaiming the collateral. In financing arrangements, the XAUt may be pledged as collateral, for purposes including engaging leveraged purchasing of additional XAUts, and the lender may facilitate back-to-back loan arrangements, ultimately transferring the pledged XAUt to a Tether-controlled account. The Issuer’s ability to recover such XAUt collateral could be impacted by the financial health and operational stability of third parties who directly control the rehypothecated XAUt, and the Issuer’s ability to monitor the credit quality and default risk of such third parties is limited. If such third parties experience financial distress, insolvency or bankruptcy, the Issuer may be unable to recover the XAUt collateral rehypothecated to them, and in which event, its recourse may be limited to legal proceedings, which could be time-consuming, costly and uncertain in outcome. The legal treatment of rehypothecated XAUt collateral in the event of insolvency or bankruptcy involves significant complexity, particularly given the unique characteristics of digital assets. This uncertainty increases the risk that the Issuer may not be able to recover the collateral. The loss of rehypothecated XAUt collateral could materially strain the liquidity of the Issuer. This could force the Issuer to seek alternative funding sources or liquidate other assets on unfavorable terms. The rehypothecation of collateral therefore exposes the Issuer to significant counterparty risks.

The Issuer will face risks relating to the custody of its XAUt, including the loss or destruction of private keys required to access its XAUt and cyberattacks or other data loss relating to its XAUt.

From time to time, the Issuer may hold its XAUt with institutional-grade custodians that have duties to safeguard the Issuer’s private keys. The Issuer’s custodial services contracts will not restrict the Issuer’s ability to reallocate the Issuer’s XAUt among the Issuer’s custodians, and the Issuer’s XAUt holdings may be concentrated with a single custodian from time to time. In light of the significant amount of XAUt the Issuer will hold, the Issuer will continually seek to engage additional custodians to achieve a greater degree of diversification in the custody of the Issuer’s XAUt as the extent of potential risk of loss is dependent, in part, on the degree of diversification. If there is a decrease in the availability of digital asset custodians that the Issuer believe can safely custody the Issuer’s XAUt, for example, due to regulatory developments or enforcement actions that cause custodians to discontinue or limit their services in the United States, the Issuer may need to enter into agreements that are less favorable or take other measures to custody the Issuer’s XAUt, and the Issuer’s ability to seek a greater degree of diversification in the use of custodial services would be materially adversely affected.

Any insurance that may cover losses of the Issuer’s XAUt holdings will cover only a small fraction of the value of the entirety of the Issuer’s XAUt holdings, and there can be no guarantee that such insurance will be maintained as part of the custodial services the Issuer has or that such coverage will cover losses with respect to the Issuer’s XAUt. Moreover, the Issuer’s use of custodians exposes the Issuer to the risk that the XAUt the Issuer’s custodians hold on the Issuer’s behalf could be subject to insolvency proceedings and the Issuer could be treated as a general unsecured creditor of the custodian, inhibiting the Issuer’s ability to exercise ownership rights with respect to such XAUt. Any loss associated with such insolvency proceedings is unlikely to be covered by any insurance coverage the Issuer may maintain related to the Issuer’s XAUt.

XAUt is controllable only by the possessor of both the unique public key and private key(s) relating to the local or online digital wallet in which the XAUt is held. While the XAUt blockchain ledger requires a public key relating to a digital wallet to be published when used in a transaction, private keys must be safeguarded and kept private in order to prevent a third party from accessing the XAUt held in such wallet. To the extent the private key(s) for a digital wallet are lost, destroyed, or otherwise compromised and no backup of the private key(s) is accessible, neither the Issuer nor the Issuer’s custodians will be able to access the XAUt held in the related digital wallet. Furthermore, the Issuer cannot provide assurance that the Issuer’s digital wallets, nor the digital wallets of the Issuer’s custodians held on the Issuer’s behalf, will not be compromised as a result of a cyberattack. The XAUt and blockchain ledger, as well as other digital assets and blockchain technologies, have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activities.

Regulatory changes reclassifying XAUt as a security could lead to the Issuer’s classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market price of XAUt and the market price of the Issuer’s listed securities.

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

A significant portion of the Issuer’s assets will be concentrated in the Issuer’s XAUt holdings. Neither the SEC nor any other U.S. federal or state regulator has publicly stated whether they believe that XAUt is a “security,” nor has any other issuers addressed the status of XAUt under the U.S. federal securities laws or similar laws. A determination that XAUt is a “security” by the SEC could lead to the Issuer’s classification as an “investment company” under the 1940 Act, if the portion of the Issuer’s assets consists of investments in XAUt exceeds 40% safe harbor limits prescribed in the 1940 Act, which would subject the Issuer to significant additional regulatory controls that could have a material adverse effect on the Issuer’s business and operations and may also require the Issuer to change the manner in which the Issuer conducts the Issuer’s business.

We monitor the Issuer’s assets and income for compliance under the 1940 Act and seek to conduct the Issuer’s business activities in a manner such that the Issuer does not fall within its definitions of “investment company” or that the Issuer qualifies under one of the exemptions or exclusions provided by the 1940 Act and corresponding SEC regulations. If XAUt is determined to constitute a security for purposes of the federal securities laws, the Issuer would expect to take steps to reduce the percentage of XAUt that constitute investment assets under the 1940 Act. These steps may include, among others, selling XAUt that the Issuer might otherwise hold for the long term and deploying the Issuer’s cash in non-investment assets, and the Issuer may be forced to sell the Issuer’s XAUt at unattractive prices. the Issuer may also seek to acquire additional non-investment assets to maintain compliance with the 1940 Act, and the Issuer may need to incur debt, issue additional equity or enter into other financing arrangements that are not otherwise attractive to the Issuer’s business. Any of these actions could have a material adverse effect on the Issuer’s results of operations and financial condition. Moreover, the Issuer can make no assurance that the Issuer would successfully be able to take the necessary steps to avoid being deemed to be an investment company in accordance with the safe harbor. If the Issuer were unsuccessful, and if XAUt is determined to constitute a security for purposes of the federal securities laws, then the Issuer would have to register as an investment company, and the additional regulatory restrictions imposed by 1940 Act could adversely affect the market price of XAUt and in turn adversely affect the market price of the Issuer’s ordinary shares.

The Issuer is not subject to legal and regulatory obligations that apply to investment companies such as mutual funds and exchange-traded funds, or to obligations applicable to investment advisers.

As XAUt and other digital assets are relatively novel and the application of state and federal securities laws and other laws and regulations to digital assets is unclear in certain respects, it is possible that regulators in the United States or foreign countries may interpret or apply existing laws and regulations in a manner that adversely

affects the price of XAUt. The U.S. federal government, states, regulatory agencies, and foreign countries may also enact new laws and regulations, or pursue regulatory, legislative, enforcement or judicial actions, that could materially impact the price of XAUt or the ability of individuals or institutions such as the Issuer to own or transfer XAUt.

The Issuer’s XAUt strategy exposes it to risk of non-performance, breach of contract, or other violations by counterparties.

The Issuer’s XAUt treasury strategy exposes the Issuer to the risk of non-performance by counterparties, whether contractual or otherwise. Risk of non-performance includes inability or refusal of a counterparty to perform because of a deterioration in the counterparty’s financial condition and liquidity or for any other reason. For example, the Issuer’s execution partners, custodians, or other counterparties might fail to perform in accordance with the terms of the Issuer’s agreements with them, which could result in a loss of XAUt, a loss of the opportunity to generate funds, or other losses.

The Issuer expects its primary counterparty risk with respect to the Issuer’s XAUt will be custodian performance obligations under the various custody arrangements the Issuer enters into. A series of recent high-profile bankruptcies, closures, liquidations, regulatory enforcement actions and other events relating to companies operating in the digital asset industry, the closure or liquidation of certain financial institutions that provided lending and other services to the digital assets industry, SEC enforcement actions against other providers, or placement into receivership or civil fraud lawsuit against digital asset industry participants have highlighted the perceived and actual counterparty risk applicable to digital asset ownership and trading. Legal precedent created in these bankruptcy and other proceedings may increase the risk of future rulings adverse to the Issuer’s interests in the event one or more of the Issuer’s custodians becomes a debtor in a bankruptcy case or is the subject of other liquidation, insolvency or similar proceedings.

While the Issuer’s custodians will be subject to regulatory regimes intended to protect customers in the event of a custodial bankruptcy, receivership or similar insolvency proceeding, no assurance can be provided that the Issuer’s custodially-held XAUt will not become part of the custodian’s insolvency estate if one or more of the Issuer’s custodians enters bankruptcy, receivership or similar insolvency proceedings. Additionally, if the Issuer pursues any strategies to create income streams or otherwise generate funds using the Issuer’s XAUt holdings, the Issuer would become subject to additional counterparty risks. The Issuer will need to carefully evaluate market conditions, including price volatility as well as service provider terms and market reputations and performance, among others, prior to implementing any such strategy, all of which could affect the Issuer’s ability to successfully implement and execute on any such future strategy. These risks, along with any significant non-performance by counterparties, including in particular the custodian or custodians with which the Issuer will custody substantially all of the Issuer’s XAUt, could have a material adverse effect on the Issuer’s business, prospects, financial condition, and operating results.

This treasury strategy represents an entirely new business strategy in addition to what the Issuer has employed to date.

The adoption of a treasury strategy focused on XAUt represents a significant addition to the Issuer’s historical business model. There can be no assurance that the Issuer will be successful in implementing this new strategy or that it will generate the anticipated benefits. The adoption of a new business model may involve significant risks and uncertainties.

There can be no assurance that the Issuer will be able to obtain XAUt in any subsequent rounds of financing.

The Issuer’s ability to acquire additional XAUt in the future may depend on its ability to raise additional capital or access financing on favorable terms. There can be no assurance that the Issuer will be able to obtain the necessary resources to pursue its XAUt strategy in subsequent rounds of financing, which could limit its growth prospects or ability to achieve its strategic objectives.

RISKS RELATED TO THE EQUITY PIPE OFFERING

The Issuer intends to use the net proceeds from the Contemplated Transactions to purchase XAUt, the price of which has been, and will likely continue to be, volatile.

The Issuer intends to use the net proceeds from this PIPE equity offering to purchase XAUt, a digital asset whose value is linked to the price of gold. The price of XAUt has historically been volatile and is subject to significant fluctuations due to a variety of factors, including changes in the global gold market, macroeconomic conditions, geopolitical events, and shifts in investor sentiment. As a result, the value of the Issuer’s investment in XAUt could decrease substantially after Contemplated Transactions, which may adversely affect the Issuer’s financial position and the value of your investment. There is no assurance that the proceeds used to purchase XAUt will retain their value, and investors should be aware that the Issuer’s exposure to this asset class introduces a heightened level of risk.

Shares of the Issuer’s ordinary shares will be sold in a private placement, which will limit your ability to resell the shares.

The Issuer’s ordinary shares and/or pre-funded warrants and warrants to purchase ordinary shares offered in this PIPE transaction will be sold in a private placement. As a result, your ability to resell or transfer these equity securities will be significantly restricted, and you may be required to hold your investment for an extended period of time. Any future resale may be subject to compliance with applicable securities laws, including holding period requirements and transfer restrictions. This lack of liquidity could make it difficult for you to realize a return on your investment or to sell your shares at a desirable price.

The Issuer will have broad discretion in the use of the net proceeds from this offering and investors will not have the opportunity as of this process to assess whether the net proceeds are being used in a manner of which you approve.

The Issuer’s management will have broad discretion over the use of the net proceeds from this offering, and investors will not have the opportunity to evaluate or influence how these funds are allocated. While the stated intention is to use the proceeds primarily to purchase XAUt, the Issuer may use the proceeds for other purposes, including working capital and transaction expenses, at its sole discretion. This lack of transparency and investor input increases the risk that the proceeds may not be used in a manner that aligns with your expectations or investment objectives, and there is no guarantee that the use of proceeds will enhance shareholder value.

Certain shareholders will experience dilution in the future due to any exercise of existing warrants and any future securities issued by the Issuer.

Certain shareholders will experience dilution as a result of the exercise of existing warrants, including pre-funded warrants and other warrants, and the potential issuance of additional securities by the Issuer in the future. The exercise of outstanding warrants will increase the number of shares outstanding, thereby diluting the ownership interests and voting power of existing shareholders. Furthermore, the Issuer may issue additional equity or equity-linked securities in the future to raise capital or for other purposes, which could further dilute your investment. Such dilution may negatively impact the market price of the Issuer’s ordinary shares and reduce the value of your holdings.

The performance of the ordinary shares of the Issuer following the consummation of the Contemplated Transactions and the implementation of the XAUt treasury strategy may be affected by factors different from those that historically have affected or currently affect the Issuer’s ordinary shares.

The performance of the Issuer’s ordinary shares following the completion of the Contemplated Transactions and the implementation of the XAUt treasury strategy may be influenced by factors that differ from those that have historically affected the Issuer’s share price. The introduction of a significant XAUt position may expose the Issuer to new risks, including those associated with the digital asset market, regulatory changes, and shifts in investor perception regarding the Issuer’s business model. As a result, the future performance of the Issuer’s shares may be unpredictable and could diverge from historical trends, making it difficult for investors to assess the potential return on their investment.

The Issuer may not pay cash dividends in the foreseeable future.

The Issuer may not pay cash dividends on its ordinary shares in the foreseeable future. Any decision to declare and pay dividends will be at the discretion of the Issuer’s board of directors and will depend on a variety of factors, including the Issuer’s financial condition, results of operations, capital requirements, contractual restrictions, and other considerations. As a result, investors should not rely on receiving income from their investment in the form of dividends and may only realize a return through the appreciation of the Issuer’s share price, which is not guaranteed.

RISK FACTORS RELATED TO XAUT LENDING ARRANGEMENTS

The Issuer may engage in leveraged digital asset financing strategies, in which the Issuer will leverage the Issuer’s digital asset holdings to acquire additional amounts of the same leveraged digital assets, and may do so on a compounded basis, which will increase the Issuer’s exposure to smart-contract, operational, and counterparty risks.

The Issuer may engage in digital asset leverage strategies to acquire additional amounts of XAUt. As part of this strategy, the Issuer may borrow assets by pledging the Issuer’s own XAUt holdings as collateral, deploy these borrowed assets to acquire additional amounts of XAUt, and subsequently re-pledge the newly acquired XAUt to further engage in these leveraged transactions. As each of these transactions will be effectuated on chain, the strategy may expose the Issuer to significant smart-contract vulnerabilities and operational risks. The smart contracts that are used for purposes of these transactions may contain undiscovered bugs, logical errors or economic vulnerabilities that could be exploited by malicious actors or that could cause the contracts to perform in unintended ways, resulting in partial or total loss of the Issuer’s collateral and borrowed assets. In addition, the strategy may subject the Issuer to counterparty risk through the platforms the Issuer utilizes to facilitate leveraging strategies including, among others, insolvency of the platform, coding errors, and cyberattacks. Finally, lenders customarily require that collateral ratios be maintained within narrowly defined thresholds and may exercise broad contractual discretion to impose additional margin requirements or to liquidate collateral without notice when those thresholds are breached. The Issuer may also incur losses if the interest that accrues on the Issuer’s borrowings significantly exceeds the revenue generated by the borrowed XAUt.

The Issuer’s use of leveraged strategies and the potential illiquidity of digital assets subject the Issuer to significant risks, including the potential for substantial losses and forced liquidations.

The Issuer may employ leveraged strategies, such as borrowing against its digital asset holdings or using derivative contracts, to increase its market exposure. The use of leverage magnifies financial losses and risks, as a small decline in the value of the underlying digital assets could result in losses that far exceed the initial investment. These strategies expose the Issuer to the risk of automatic, forced liquidation. If the value of the digital assets held as collateral declines, the Issuer may face margin calls. A failure to meet these calls could trigger the immediate liquidation of collateral by lenders or automated smart contracts, potentially at disadvantageous prices. Such forced sales could be exacerbated by market illiquidity. The digital asset market may be unable to absorb the sale of the Issuer’s large positions, especially during periods of stress. The Issuer’s selling activity could itself cause a further decline in prices, resulting in a liquidation spiral that compounds losses.

Furthermore, the Issuer’s ability to respond to a liquidity crisis may be hindered by external requirements, such as the need to obtain necessary approval before issuing equity or debt securities to acquire digital assets. This could prevent the Issuer from rapidly raising capital to meet obligations, increasing the risk of automatic liquidations and material losses that would adversely affect its business and financial condition.

Third-party borrowers may default on their obligations, potentially resulting in financial losses or loss of lent digital assets.

In the event of a default, the Issuer may be unable to recover the full value of the assets lent, including any accrued interest or yield. The risk of default is heightened in the digital asset sector due to the relative nascency of the market, the lack of established credit histories for many borrowers, and the potential for rapid changes in market conditions. Even with robust due diligence and risk management procedures, there can be no assurance that all borrowers will fulfill their obligations, and any significant defaults could materially and adversely affect the Issuer’s financial condition and results of operations.

Transferring possession of digital assets such as XAUt to borrowers exposes the Issuer to risks of misappropriation, theft, or loss beyond its direct control.

Once digital assets are transferred to a borrower, despite the Issuer holding the legal title to it, the Issuer relies on the borrower’s integrity, security measures, and operational controls to safeguard those assets. Inadequate controls, fraudulent activity, or malicious actions by borrowers or their agents could result in the permanent loss of the Issuer’s digital assets. Such losses may not be recoverable, and insurance coverage, if any, may be limited or unavailable for certain types of digital asset losses.

Evolving and uncertain legal and regulatory frameworks may adversely affect the enforceability of lending agreements and the Issuer’s rights to digital assets such as XAUt.

The legal status of digital assets and related lending activities is subject to ongoing regulatory scrutiny and may change rapidly. Jurisdictions may impose new laws, regulations, or interpretations that could restrict or invalidate the Issuer’s lending agreements, limit the Issuer’s ability to enforce contractual rights, or require the Issuer to alter the Issuer’s business practices. Any such changes could increase the Issuer’s compliance costs, limit the Issuer’s business opportunities, or expose the Issuer to legal or regulatory penalties.

Operational errors or failures in the lending process could result in loss, misallocation, or delayed return of digital assets.

In the lending process, human error, inadequate internal controls, system failures, or process deficiencies may lead to operational errors. For example, incorrect recording of transactions, miscommunication with borrowers, or technical malfunctions could lead to assets being sent to the wrong address or not being returned on time. Such operational failures could result in financial losses, legal disputes, and reputational harm.

Volatility in XAUt values and potential illiquidity may increase losses if XAUt are not promptly recovered after a default.

The value of digital assets can fluctuate significantly over short periods, and markets for certain assets may be thin or illiquid, especially during periods of stress. If a borrower defaults and the Issuer is unable to recover or liquidate XAUt quickly, the Issuer may be forced to sell at unfavorable prices or may be unable to sell at all, exacerbating potential losses.

Borrower insolvency or bankruptcy may significantly impair the ability to recover lent digital assets or accrued yield.

In the event a borrower becomes insolvent, the Issuer’s claims to the assets may be subject to lengthy legal proceedings, and the Issuer may be treated as unsecured creditors, with limited rights to recover the Issuer’s assets. The outcome of insolvency proceedings is uncertain and may result in partial or total loss of lent assets and any associated returns.

The Issuer’s ability to enforce title and recover assets may be uncertain, especially in cases of insolvency, fraud, or disputes.

The legal frameworks governing digital asset ownership and transfer are still developing, and there may be ambiguity regarding the Issuer’s rights in certain jurisdictions or under specific circumstances. In the event of a dispute, the Issuer may face challenges in proving ownership or priority, and legal remedies may be limited or unavailable.

Lending a large portion of assets to a few borrowers increases the risk of significant losses if a single borrower defaults.

A large portion of the Issuer’s XAUt assets may be lent to a concentrated party of lenders. Concentration of credit exposure can magnify the impact of a default, potentially resulting in outsized losses relative to a more diversified lending portfolio. This risk is particularly acute in the digital asset sector, where the pool of creditworthy borrowers may be limited and market participants may be highly interconnected.

Losses, delays, or disputes in XAUt lending could harm the Issuer’s reputation and business prospects.

The Issuer may experience loss, delays, or disputes in the Issuer’s XAUt lending. Negative publicity, customer dissatisfaction, or perceived weaknesses in the Issuer’s risk management practices could erode trust among clients, partners, and regulators. Reputational damage may lead to reduced business opportunities, increased regulatory scrutiny, and challenges in attracting or retaining customers.

The Issuer may face higher borrower defaults and reduced demand for lending during digital asset market downturns.

Digital asset market has been volatile and market conditions may become adverse, which constrain borrowers’ financial positions, increasing the likelihood of defaults. At the same time, market volatility and declining asset values may reduce the attractiveness of lending activities, leading to lower volumes and revenues.

The Issuer may experience delays or losses if third-party custodians holding loaned assets become insolvent or involved in disputes.

The Issuer and its borrower may rely on third-party custodians to hold loaned assets. Reliance on external custodians introduces counterparty risk, and the failure or misconduct of a custodian could result in the loss or inaccessibility of the Issuer’s assets. Legal proceedings to recover assets from insolvent or disputed custodians may be protracted and uncertain, potentially resulting in significant financial losses.

EXHIBIT B

Form of Pre-Funded Warrant

(see attached)

EXHIBIT C-1

Form of Series A-1 Warrant

(see attached)

EXHIBIT C-2

Form of Series A-2 Warrant

(see attached)

EXHIBIT D

Form of Lock-Up Agreement

(see attached)

EXHIBIT E

General Terms of the Term Loan Agreement

SCHEDULE A

ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER

This Schedule must be completed by Subscriber and forms a part of the Subscription Agreement to which it is attached. Capitalized terms used and not otherwise defined in this Schedule have the meanings given to them in the Subscription Agreement. Subscriber must check the applicable box in either Part A or Part B below and the applicable box in Part C below.

*** OR ***

The undersigned represents and warrants that the undersigned is an “accredited investor” (an “Accredited Investor”) as such term is defined in Rule 501(a) of Regulation D under the U.S. Securities Act of 1933, as amended (the “Securities Act”), for one or more of the reasons specified below (please check all boxes that apply):

The term “net worth” means the excess of total assets over total liabilities (including personal and real property, but excluding the estimated fair market value of Subscriber’s primary home). For the purposes of calculating joint net worth with the person’s spouse or spousal equivalent, joint net worth can be the aggregate net worth of Subscriber and spouse or spousal equivalent; assets need not be held jointly to be included in the calculation. There is no requirement that securities be purchased jointly. A spousal equivalent means a cohabitant occupying a relationship generally equivalent to a spouse.

In determining individual “income,” Subscriber should add to Subscriber’s individual taxable adjusted gross income (exclusive of any spousal or spousal equivalent income) any amounts attributable to tax exempt income received, losses claimed as a limited partner in any limited partnership, deductions claimed for depletion, contributions to an IRA or Keogh retirement plan, alimony payments, and any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income.

The SEC has designated the General Securities Representative license (Series 7), the Private Securities Offering Representative license (Series 82) and the Licensed Investment Adviser Representative (Series 65) as the initial certifications that qualify for accredited investor status.

*** AND ***

SCHEDULE B

FORM OF ASSIGNMENT

This Subscription Assignment and Joinder Agreement (this “Assignment Agreement”), dated , 2025, is made and entered into by and between (“Subscriber”) and (“Assignee”) and acknowledged by Prestige Wealth Inc., a Cayman Islands exempted company (the “Issuer”).

WHEREAS, the Issuer and Subscriber entered into that certain Subscription Agreement (the “Subscription Agreement”), dated October 7, 2025, pursuant to which Subscriber agreed to subscribe for and purchase from the Issuer of Class A Ordinary Shares (the “Acquired Shares”), the pre-funded warrant to purchase Class A Ordinary Shares (the “Pre-Funded Warrant”) (if any), and the warrant to purchase Class A Ordinary Shares (the “Ordinary Warrant” and, together with the Acquired Shares and Pre-Funded Warrant, the “Acquired Securities”);

WHEREAS, Subscriber and Assignee are affiliated investment funds; and

WHEREAS, for administrative reasons, Subscriber desires to assign its rights to subscribe for and purchase of the Acquired Securities along with the rights and obligations set forth in the Subscription Agreement of such Acquired Securities (the “Assigned Securities”) to Assignee.

NOW, THEREFORE, pursuant to Section 7.d of the Subscription Agreement, and as further described in the table below, Subscriber hereby assigns its rights to subscribe for and purchase the Assigned Securities to Assignee and Assignee hereby (i) accepts the rights to subscribe for and purchase the Assigned Securities and agrees to be bound by and subject to the terms and conditions of the Subscription Agreement, (ii) expressly makes the representations and warranties in Section 4 of the Subscription Agreement with respect to the Assigned Securities and (iii) completed Schedule A to the Subscription Agreement and attached it hereto. Notwithstanding the foregoing, this Assignment Agreement shall not relieve Subscriber of any of its obligations under the Subscription Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Subscription Agreement.

The following assignment by Subscriber to Assignee of its rights to subscribe for and purchase all or a portion of the Acquired Securities have been made:

[Signature Page Follows]

ANNEX 2(d)(vi)

Lock-up Parties

SCHEDULE B-2