NOTE 19 – SUBSEQUENT EVENTS

Equity offerings in June 2026

In June 2026, the Company sold 39,248,940 Class A ordinary shares through an at-the-market offering for net proceeds of approximately $29.5 million and terminated the related sales agreement. On June 16, 2026, the Company completed a registered direct offering of 9,300,000 Class A ordinary shares and pre-funded warrants to purchase 40,700,000 Class A ordinary shares at a combined public offering price of $0.20, for gross proceeds of approximately $10.0 million, before fees and expenses. These share amounts are presented before the June 29, 2026 share consolidation.

Share consolidation in June 2026

On June 29, 2026, the Company effected a 1-for-100 share consolidation of its authorized, issued and outstanding ordinary shares. The par value increased proportionately to $0.0012 per share. All share and per-share data in these financial statements have been retrospectively adjusted where required by ASC 260.

Heyviva asset acquisition

On August 5, 2026, the Company completed the acquisition of substantially all U.S. assets associated with the Heyviva business for cash consideration of $33.0 million. The acquired assets include U.S. trademarks and trade names, know-how, domain names, websites and social-media accounts, inventory, customer data and contracts, books and records. Assets in the European Union and the United Kingdom were excluded, and the Company received a seven-year right of first refusal relating to those excluded assets.