19.       COMMITMENTS AND CONTINGENCIES

On August 15, 2024, the Company, United Warehouse Management Corp., a British Virgin Island corporation (“UWMC”) and eleven shareholders of UWMC entered into a Share Exchange Agreement (the “SEA”) pursuant to which the shareholders of UWMC agreed to transfer to the Company 4,000 shares of UWMC, constituting all of the issued and outstanding securities of UWMC, in exchange for 148,148,148 shares of common stock of the Company, par value $0.0001 per share (the “Acquisition Shares”). In addition to the Acquisition Shares, the Company agreed to make earnout payments in the aggregate amount of $5.5 million (collectively, the “Earn Out Payments”) upon UWMC’s achievement of certain net income performance milestones during each six-month period ending June 30 and December 31 (each, a “Performance Period”) for a total of nine Performance Periods. The Earn Out Payments will be payable in the form of interest free promissory notes and shared equally among Chan Sze Yu, Fong Hiu Ching and Young Chi Kin Eric, who are also shareholders of the Company.

As of December 31, 2025 and 2024, pursuant to the terms and calculations of the earnout provision, management has determined the cumulative earnout vested to date of $2.5 million and $1 million, respectively, being vested pursuant to the agreement. As of December 31, 2025, the $2 million earnout amount has not been paid to these shareholders and recognized as “earnout payable” on the consolidated balance sheets.

Except as noted above, the Company had no other material commitments or contingencies as of December 31, 2025.