As filed with the Securities and Exchange Commission on February 12, 2026

Registration No. 333-[•]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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Hacker Interstellar Inc.
(Exact name of registrant as specified in its charter)

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Office Unit No. 1607, Tower I of Metroplaza
223 Hing Fong Road, Kwai Chung
New Territories, Hong Kong
(852) 25986292
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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Cogency Global Inc.
122 East 42nd Street, 18th Floor,
New York, NY 10168,
(800) 221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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With a Copy to:

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Approximate date of commencement of proposed sale to the public: Promptly after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933

Emerging growth Company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

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†        The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The information in this prospectus is not complete and may be changed. We may not sell the securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting any offer to buy these securities in any jurisdiction where such offer or sale is not permitted.

[•] Ordinary Shares

Hacker Interstellar Inc.

This is an initial public offering (the “Offering” or the “IPO”) of ordinary shares of par value of US$[0.0001] each (“Ordinary Shares”) of Hacker Interstellar Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“we,” “us,” “our,” “Hacker Interstellar,” or the “Company”). We are offering on a firm commitment basis, [•] of our Ordinary Shares. Prior to this Offering, there has been no public market for our Ordinary Shares. We expect the initial public offering price for our Ordinary Shares to be in the range of $[•] to $[•] per share.

We will apply to list our Ordinary Shares on the Nasdaq Capital Market under the symbol “SOUD.” It is a condition to the closing of this offering that our Ordinary Shares qualify for listing on a national securities exchange.

Investing in our Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 15 to read about factors you should consider before buying our Ordinary Shares.

Hacker Interstellar Inc. is a Cayman Islands holding company with no substantive business operations of its own. We conduct substantially all of our operations through our subsidiary, Hacker Interstellar HK Limited (“Hacker Interstellar HK”), incorporated in Hong Kong, a Special Administrative region of the People’s Republic of China (“Hong Kong” or the “HK”) and other emerging jurisdictions. Investors in our Ordinary Shares are not purchasing equity securities directly in our Hong Kong operating subsidiary but instead are purchasing equity securities of Hacker Interstellar Inc., a Cayman Islands holding company. This holding company structure involves unique risks for investors. For example, currently, we do not operate in an industry that is subject to foreign ownership limitations under Hong Kong law. However, as the legal and regulatory environment in Hong Kong evolves, there is no assurance that our holding company structure will remain permissible or that new restrictions will not be imposed in the future. In such an event, our efforts to restructure could prove futile, and we might experience material changes to our business, financial condition, and results of operations, which could cause the value of our Ordinary Shares to significantly decline or become worthless. For a detailed discussion of these risks, please see “Risk Factors — Risks Related to Doing Business in Certain Countries and Regions — Although all of our operations are conducted outside mainland China, we may also face significant risks and uncertainties associated with the legal system of PRC, which could have a material adverse effect on our business and the value of our Ordinary Shares. Furthermore, changes in the policies, regulations, rules, and the enforcement of laws of the PRC government may also be quick with little advance notice and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain.”

We face various legal, operational, and political risks related to being incorporated in the Cayman Islands while having a significant portion of our operations in Hong Kong. While PRC laws and regulations shall not be applied in Hong Kong or Macau Administrative Region of the People’s Republic of China (“Macau”) except for those listed in Annex III of the Basic Law, which is confined to laws relating to national defense, foreign affairs and other matters that are not within the scope of autonomy, given Hong Kong’s or Macau’s status as a Special Administrative Region of the PRC, the evolving legal and regulatory landscape creates significant uncertainties. Our business may be subject to laws and regulations of the PRC, the amendment and evolution of which may influence our operations. Accordingly, to the extent that any PRC law shall be applicable to Hong Kong, the relevant legal and operational risks associated with having operations in the PRC also apply to operations in Hong Kong. PRC regulatory authorities recently have issued, and may continue to issue, new policies and regulations covering a wide range of areas, including but not limited to cybersecurity, data privacy and security, anti-monopoly, foreign investments, and overseas securities listings. The PRC government may exercise significant oversight and control over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and may significantly limit or completely hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of the Ordinary Shares to significantly decline or be worthless. Based on the advice of our PRC legal counsel, AllBright Law Offices (Fuzhou), we understand that no effective laws or regulations in the PRC explicitly require the Company to seek approval from the China Securities Regulatory Commission (the “CSRC”) or any other PRC governmental authorities for the Company’s overseas listing plan, nor has the Company received any inquiry, notice, warning or sanctions regarding

The Company holds all of the equity interests in its Hong Kong subsidiary directly. As we have a direct equity ownership structure, we currently do not have formal, comprehensive cash management policies that dictate how funds are transferred between the Company and its subsidiaries, or between our group and our investors. Cash is generally transferred within our group in the following manner: (i) funds may be transferred from the Company to our Hong Kong operating subsidiary, Hacker Interstellar HK, as needed, typically in the form of capital contributions or shareholder loans, subject to applicable Hong Kong regulations; and (ii) dividends or other distributions, if any, may be paid by our Hong Kong operating subsidiary to the Company, again subject to Hong Kong regulatory requirements. As a holding company, we may rely on dividends and other distributions on equity paid by our operating subsidiary for our cash and financing requirements. We are permitted under the laws of the Cayman Islands and our memorandum and articles of association (as amended and/or restated from time to time) to provide funding to our operating subsidiary incorporated in Hong Kong through loans and/or capital contributions. Subject to applicable companies law in Hong Kong, our operating subsidiary is permitted under the laws of Hong Kong to issue, declare and distribute cash dividends out of distributable projects to us without limitation on the size of such dividends. However, if our operating subsidiary incurs debt or other means of financing on its own behalf, the instruments governing such debt or relevant financing may restrict its ability to pay dividends. See “Prospectus Summary — Transfers of Cash between Hacker Interstellar and our operating subsidiary” beginning on page 4 of this prospectus.

While no capital or foreign exchange control policies are applied in Hong Kong at present, there can be no assurance that the PRC laws or regulations will not restrict or prohibit the flow of cash in or out of Hong Kong in the future. Any restrictions, prohibitions, or limitations by the PRC laws or regulations on the ability of the Company to transfer cash or assets in or out of Hong Kong may result in these funds or assets not being available to fund operations or for other uses outside of Hong Kong. As of the date of this prospectus, our Hong Kong operating subsidiary has not paid any dividends or made other distributions to the Company, and we have not declared or paid any dividends to our shareholders. We intend to retain all available funds and future earnings, if any, to fund the development and expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable future.

Historically, there have been significant cash transfers within our group to support business operations, including capital contributions and intercompany advances. In the future, cash proceeds from this offering may be transferred to our Hong Kong operating subsidiary through the aforementioned structure. Such transfers are subject to registration, filing, or approval requirements with relevant Hong Kong authorities.

The ability of the Company to pay dividends, if any, to its shareholders and to service any debt it may incur will primarily depend upon dividends and other distributions paid by our Hong Kong operating subsidiary. There is no withholding tax on dividend distributions from our Hong Kong operating subsidiary to its overseas holding company (our Company) and individual shareholders in accordance with the relevant tax regulations of Hong Kong and the Cayman Islands.

Trading in our Ordinary Shares on Nasdaq, may be prohibited under the Holding Foreign Companies Accountable Act, as amended (the “HFCAA”), if the Public Company Accounting Oversight Board (the “PCAOB”) determines that it is unable to inspect or investigate completely our independent registered public accounting firm for two consecutive years because of a position taken by authorities in a foreign jurisdiction. Our independent registered public accounting firm is HTL International, LLC, which is headquartered in Houston, Texas, USA, and is subject to inspection by the PCAOB. Therefore, we do not expect to be identified as a “Commission-Identified Issuer” under the HFCAA based on the PCAOB’s inability to inspect our current auditor. However, the trading price of our Ordinary Shares could still be adversely affected by broader market concerns about the PCAOB’s access to inspect audit firms in certain jurisdictions, particularly if investors associate our Company with such risks due to our significant operations in Hong Kong, or if we were to engage an auditor in the future that the PCAOB is unable to inspect completely. If, in the future, we were to engage an auditor that the PCAOB is unable to inspect or investigate completely, and this situation persists for two consecutive years, trading in our securities on U.S. markets would be prohibited under the HFCAA, and Nasdaq or any other U.S. exchange on which our securities are listed may determine to delist our securities. For more details, see “Risk Factors — Risks Related to Doing Business in Certain Countries and Regions — Trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it is unable to inspect or investigate completely our auditor, and as a result, U.S. national securities exchanges, such as Nasdaq, may determine to delist our securities. The delisting of the Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment.”

We are both an “emerging growth company” and a “foreign private issuer” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for this and future filings. See “Prospectus Summary — Implications of Our Being an ‘Emerging Growth Company’.” and “Prospectus Summary — Implications of Being a Foreign Private Issuer.”

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(1)      The initial public offering price per Ordinary Share is expected to be between $[•] and $[•]. The information in the table above and the narrative disclosure that follows, unless otherwise indicated, assumes an initial public offering price of $[•] per Ordinary Share, which is the midpoint of this estimated range. This offering involves [•] Ordinary Shares offered by the Company, or [•] Ordinary Shares if the underwriters exercise their over-allotment option in full.

(2)      We have agreed to pay the underwriters an underwriting discount and commission equal to 7% of the gross proceeds from the sale of Ordinary Shares in this Offering by the underwriters. The amounts in the table assume that all Ordinary Shares sold in this Offering are subject to the full underwriting discount. See “Underwriting” for additional disclosure regarding underwriting compensation payable by us.

(3)      In addition to the underwriting discount, we have agreed to reimburse the representative of the underwriters for certain fees and expenses, including a non-accountable expense allowance equal to 1% of the aggregate initial public offering price of the shares sold in this offering. These reimbursements and the non-accountable expense allowance are considered other offering expenses and are not deducted in the “Proceeds, before other offering expenses, to us” line item above but will reduce the net proceeds ultimately received by us. The total estimated other offering expenses payable by us in connection with this offering (excluding underwriting discounts and commissions) are approximately $[•] and are further described in “Expenses of the Offering.”

(4)      We have granted the underwriters an option, exercisable for a period of 45 days from the date of this prospectus, to purchase up to an additional [•] Ordinary Shares from us (representing [•]% of the total number of Ordinary Shares offered by us in this offering, excluding shares subject to this option) solely to cover over-allotments, if any, at the initial public offering price less the underwriting discounts, commissions and expenses. If the underwriters exercise this option in full, the total underwriting discounts and commissions will be $[•], and the total proceeds to us, before other offering expenses, will be $[•], assuming an initial public offering price of $[•] per Ordinary Share (the midpoint of the estimated range set forth on the cover page of this prospectus).

Until [•] (the 25th day after the date of this prospectus), all dealers that buy, sell, or trade our Ordinary Shares, whether or not participating in this Offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

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Prospectus dated [•], 2025

TABLE OF CONTENTS

About this Prospectus

You should rely only on the information contained in this prospectus or in any free writing prospectus we have prepared or authorized. Neither we nor the underwriters have authorized anyone to provide you with information or to make any representations that are different from, or in addition to, those contained in this prospectus or any authorized free writing prospectus. Neither we nor the underwriters take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, the Ordinary Shares only in jurisdictions where such offers and sales are permitted. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the Ordinary Shares offered by this prospectus, nor does it constitute an offer to sell or a solicitation of an offer to buy such securities in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction.

Neither we nor any of the underwriters has done anything that would permit this offering or possession or distribution of this prospectus or any authorized free writing prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the Ordinary Shares and the distribution of this prospectus outside of the United States. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or any sale of the Ordinary Shares. Our business, financial condition, results of operations, and prospects may have changed since that date.

For the avoidance of doubt, no offer or invitation to subscribe for Ordinary Shares is made to the public in the Cayman Islands.

Conventions that Apply to this Prospectus

Unless otherwise indicated or the context requires otherwise, references in this prospectus to:

•        “ARPU” is defined as the average revenue per user for a given period, calculated by dividing (i) the total revenues generated in such period, by (ii) the average MAUs for such period.

•        “ARPPU” are to average revenues per Paying User in a given period, which is calculated by dividing (i) revenues for such period, by (ii) the number of Paying User for such period;

•        “average MAUs” are to the average monthly active users in a given period calculated by dividing (i) the sum of active users for each month of such period, by (ii) the number of months in such period;

•        “CAGR” refers to compounded annual growth rate, the year-on-year growth rate over a specific period of time;

•        “China” or the “PRC” are to the People’s Republic of China excluding, for the purpose of this prospectus only, Taiwan, unless otherwise specified herein;

•        “Group” or “Our Group” are to Hacker Interstellar Inc., and its wholly-owned subsidiary or subsidiaries, as the case may be;

•        “Beijing WFOE” are to our formerly wholly-owned subsidiary, Beijing Tomorrow Wormhole Technology Ltd., a PRC limited liability company;

•        “Chengdu WFOE” are to our formerly wholly-owned subsidiary, Chengdu Today Wormhole Technology Co., Ltd., a PRC limited liability company;

•        “Beijing Tongshi” are to our formerly wholly-owned subsidiary, Beijing Tongshi Technology Co., Ltd., a PRC limited liability company;

•        “Hacker Interstellar HK” are to our wholly own subsidiary, Hacker Interstellar HK Limited, a Hong Kong corporation;

•        “HK$” or “HKD” or “HK dollars” refers the legal currency of Hong Kong;

•        “Hong Kong” or “HK” are to the Hong Kong Special Administrative Region of the PRC;

•        “mainland China” are to the People’s Republic of China excluding Taiwan, the Hong Kong Special Administrative Region, and the Macau Administrative Region;

•        “MENA” are to the Middle East and North Africa region, for the purposes of this prospectus only, Egypt, Saudi Arabia;

•        “Our subsidiary” or “our Hong Kong subsidiary” are to Hacker Interstellar HK Limited, which, as of the date of this prospectus, is our only subsidiary. When discussing our operations and financial position for periods prior to the cessation of operations of certain entities, the term “our subsidiaries” shall refer to Hacker Interstellar HK Limited, as well as our former subsidiaries: Beijing WFOE, Chengdu WFOE, and Beijing Tongshi;

•        “Ordinary Shares” are to ordinary shares of par value of US$0.0001 each in the share capital of Hacker Interstellar;

•        “Paying Users” are to Registered Users who played a game or purchased our virtual gifts, virtual items or subscribe services using virtual currencies on our main mobile applications at least once in a given period, except for users who receive all of their virtual currencies directly or indirectly from us for free;

•        “PRC law” or “laws of the PRC” are to such laws and regulations of mainland China, for the purpose of this prospectus only;

•        “Registered Users” are to users who have registered accounts, each of which is associated with user’s mobile number or social media account, on our main mobile applications as of a given time; as our platform does not require real-name registration, a registered user may not represent a unique user, as an individual may register multiple accounts using different credentials, and consequently, the number of registered users we present in this prospectus may not equal the number of unique individuals who have registered on our main mobile applications as of a given time;

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

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

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

•        “we,” “us,” “our,” “Hacker Interstellar,” “our Company,” or the “Company” are to Hacker Interstellar Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands.

Unless the context indicates otherwise, all information in this prospectus assumes no exercise by the underwriters of their over-allotment option.

Our business in Hong Kong was conducted by our Hong Kong operating subsidiary in U.S. dollars. Our consolidated financial statements are presented in U.S. dollars. In this prospectus, we refer to assets, obligations, commitments, and liabilities in our consolidated financial statements in U.S. dollars. While Our Hong Kong operating entity maintains its books in U.S. dollar, our revenues generated from various local markets and as a result, we are exposed to foreign exchange risk arising from the conversion of these local currencies into U.S. dollar, which may cause foreign exchange gains or losses. This prospectus contains information derived from various public sources and certain information from an industry report commissioned by us and prepared by China Insights Consultancy, a third-party industry research firm, to provide information regarding our industry and market position. Such information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. We have not independently verified the accuracy or completeness of the data contained in these industry publications and reports. The industry in which we operate is subject to a high degree of uncertainty and risk due to variety of factors, including those described in the “Risk Factors” section. These and other factors could cause results to differ materially from those expressed in these publications and reports.

RISK FACTORS

An investment in our Ordinary Shares involves a high degree of risk. Before deciding whether to invest in our Ordinary Shares, you should consider carefully the risks described below, together with all of the other information set forth in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes. If any of these risks actually occurs, our business, financial condition, results of operations, or cash flow could be materially and adversely affected, which could cause the trading price of our Ordinary Shares to decline, resulting in a loss of all or part of your investment. The risks described below and discussed in other parts of this prospectus are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business. You should only consider investing in our Ordinary Shares if you can bear the risk of loss of your entire investment.

Risks Related to Our Business and Industry

If we fail to retain our existing users, keep them engaged or further grow our user base, our business, operation, profitability and prospects may be materially and adversely affected.

The size of our user base and the level of our user engagement are critical to our success. Our voice-centric social networking and entertainment platform depends on our ability to maintain and increase the size of our user base and user engagement level. We may be unable to attract and retain users or convert non-paying users into Paying Users. A decline in our user base may also adversely affect the engagement level of our users and vibrancy of the YoYo community, which may in turn reduce attractiveness of our platform and reduce our monetization opportunities. Any of these factors could have a material and adverse effect on our business, financial condition and results of operations.

Maintaining and improving the size of our user base and level of user engagement is critical to our continued success. To maintain and improve the size of our user base and high level of user engagement, we would have to ensure that we adequately and timely respond to changes in user preferences, adapt to cultural differences in our target markets, and offer new features that may attract new users, among others. There is no guarantee that we could meet any or all of these goals. A number of factors could negatively affect user retention, growth and engagement, including if:

•        we suffer from negative publicity, fail to maintain our brand or if our reputation is damaged because we are unable to combat inappropriate, illegal or abusive use of our platform, or because we fail to comply with regulatory requirements on user privacy and data collection, or due to other reasons;

•        technical or other problems prevent us from delivering our services in a rapid and reliable manner or otherwise adversely affect the user experience;

•        we fail to innovate the features, virtual gifts and functions of our mobile applications that keep our users interested and eager to return to our platform on a regular basis;

•        we fail to adapt to the local cultures and regulatory environment of existing or new markets that we enter into;

•        we fail to address user concerns related to privacy and communication, safety, security or other factors;

•        we fail to continuously develop and offer attractive products and services to users;

•        we fail to keep up with competition/others enter the market and offer what users consider better or more attractive products and services;

•        users change their social networking habits or spending patterns; or

•        there are adverse changes in our services that are mandated by, or that we elect to make to address concerns about, legislation, regulations or government policies.

If we cannot retain our existing users and expand our user base, the network effect provided by the social nature of our platform will diminish and the popularity of our platform and its profitability may be materially and adversely affected. As a result, our results of operations and financial conditions may be materially and adversely affected.

Our historical growth rate may not be indicative of our future performance and if we fail to effectively manage our growth, our business, financial condition and results of operations could be adversely affected.

We have experienced rapid growth since our inception, particularly in terms of the number of consumers and enterprise users, and our geographic reach. However, there is no assurance that we will be able to maintain our historical growth rates in future periods. Our growth may slow due to a number of reasons, including decreasing demand for our services or market saturation, increasing competition, emergence of alternative business models, changes in government policies, increasing regulatory costs, declining growth of the online retail industry in Hong Kong and PRC, or changes in general economic conditions. If our growth slows or declines, investors’ perceptions of our business and prospects may be adversely affected and the market price of our Ordinary Shares could decline.

We cannot assure you that we will be able to effectively sustain or manage our future growth. We have developed to a global company at the forefront of voice-centric social networking and AI voice technology, and we expect to continue to experience business growth in the future. We intend to achieve growth by entering new emerging markets, enhancing our core AI voice models and expanding their application into new scenarios, investing significantly in R&D, and deepening collaborations with leading cloud service providers and AI model vendors to optimize our R&D processes. We cannot assure you that our growth initiatives will succeed. In addition, our rapid growth has placed, and may continue to place significant demands on our management and our technology systems, as well as our administrative, operational and financial systems. Our ability to sustain or manage our growth effectively and to integrate new technologies and participants into our existing business will also require us to continue to implement a variety of new and upgraded managerial, operating, technological and financial systems, procedures and controls. If we are not able to effectively sustain or manage the growth of our business and operations or execute our strategies effectively, our expansion may not be successful and our business and prospects may be materially and adversely affected.

We face risks and uncertainties regarding the growth of the voice-centric social networking and entertainment industry and market acceptance of our platform and services.

The voice-centric social networking and entertainment industry is a relatively new and evolving industry. The growth of the voice-centric social networking and entertainment industry and the level of demand and market acceptance of our platform and services are subject to a high degree of uncertainty. Our future operating results will depend on a number of factors, some of which are beyond our control. These factors include:

•        the growth of the Internet and mobile Internet user base in our target markets;

•        whether the voice-centric social networking and entertainment industry in our target markets continues to grow;

•        user consumption behavior in the voice-centric social networking and entertainment industry;

•        user acceptance of the ”many-to-many” mobile voice-based interaction model, as compared to other forms of online interaction;

•        general economic conditions, which would affect discretionary spending on entertainment;

•        our ability to timely update our platform and services and introduce other new online entertainment products to attract existing and new users;

•        the availability and popularity of other forms of online and mobile entertainment which may compete with us; and

•        the growth of other markets that we may enter into from time to time.

If we fail to anticipate and effectively manage these risks and uncertainties, our market share may decrease, and our business, financial condition and results of operations may be materially and adversely affected.

If we fail to effectively manage our growth and control our spending to maintain such growth, our brand, business and results of operations may be materially and adversely affected.

We have experienced a period of rapid growth and expansion that has placed, and continues to place, significant strain on our management and resources. However, given our limited operating history and the rapidly evolving markets in which we compete, we may encounter difficulties as we expand our operations, technology and product development, selling and marketing, and general and administrative capabilities. We cannot assure you that this level of growth will be sustainable in the future. We believe that our continued growth will depend on our ability to attract and retain users, develop an infrastructure to serve and support an expanding user base, increase user engagement levels, explore new monetization avenues, and convert non-paying users to Paying Users, among others. We cannot assure you that we will be successful with any of the above.

To manage our growth and maintain profitability, we expect our costs and expenses to continue to increase in the future as we anticipate that we will need to continue to implement, from time to time, a variety of new and upgraded operational and technology systems. We will also need to expand, train, manage and motivate our workforce and manage our relationships with users. All of these endeavors involve risks and will require substantial management efforts, skills and significant additional expenditures. We expect to continue to invest in our infrastructure in order to enable us to provide our services rapidly and reliably to users. Continued growth would put strains on our ability to maintain reliable service levels for all of our users. Managing our growth will require significant expenditures and involve the allocation of valuable management resources. If we fail to achieve the necessary level of efficiency in our organization as we grow, our business, operating results and financial condition could be harmed.

Our revenue model for our voice-centric social networking and entertainment community, while currently effective, may not remain effective in the future, and we cannot guarantee that our future monetization strategies will be successfully implemented or generate sustainable revenues and profit.

For the fiscal years ended December 31, 2024 and 2023 and six months ended June 30, 2025 and 2024, our primary revenue was derived from (i) virtual gifts; (ii) virtual items; (iii) games, and (iv) subscription and other services. For example, while revenue from virtual gifts and virtual items grew substantially in the year ended December 31, 2024, revenue from our games declined by 46.3% from $23.6 million in 2023 to $12.7 million in the year ended December 31, 2024 and revenue from virtual items declined by 37.4% from $11.5 million in the six months ended June 30, 2024 to $7.2 million in the six months ended June 30, 2025. An inability to adapt to shifting user preferences and effectively monetize our user base across our various offerings could result in a failure to sustain our overall revenue growth, which would materially and adversely affect our business and financial results. Our core monetization mechanism involves users topping up with fiat currency to purchase our in-platform virtual currency, known as “Coins.” Users can then use these “Coins” to purchase various virtual gifts and virtual items, primarily including props and privileges used in voice rooms or game scenarios. Coins can also be used in game sessions which provide infrastructure for players to interact with each other, releases gaming results, and settles payments with winning players. We collect a percentage of the virtual currency paid by each player during a game session. Although our voice-centric social networking and entertainment business and our current monetization model has experienced significant growth in recent years, we may not achieve a similar growth rate in the future, as the user demand for these services and monetization methods may change, decrease substantially or dissipate, or we may fail to anticipate and serve user demands effectively.

Although we design the virtual currency systems on our platform, including our “Coins,” based on our knowledge about users’ preferences and behavior, there can be no assurance that users will continue to purchase and spend our virtual currencies at current levels or at all. If users’ spending habits change and they choose to reduce their purchases or only access our platform for free without additional purchases, the effectiveness of our current virtual currency-based revenue model may be diminished. While our current model is established, a significant shift in user spending could necessitate the development of other value-added services or products to monetize our user base. We cannot guarantee that our attempts to monetize our user base through current or future methods will continue to be successful, profitable or widely accepted, and therefore the future revenue and income potential of our business are difficult to evaluate.

If we fail to maintain and enhance our brand or if we incur excessive expenses in this effort, our business, results of operations and prospects may be materially and adversely affected.

We believe that maintaining and enhancing our brand is of significant importance to the success of our business. A well-recognized brand is important to increasing the number of users and the level of engagement of our users. Since we operate in a highly competitive market, brand maintenance and enhancement directly affect our ability to maintain our market position.

To build and promote our brand, we execute multiple marketing programs specifically designed for our respective businesses and markets. For our social entertainment business, we employ a combination of advertising and diverse marketing activities to enhance our global brand awareness and attract users to our platform. Our strategies include performance-based online advertising, social network marketing campaigns, and promotion through search engines and web portals, emphasizing efficiency and measurable results. As we expand, we expect to continue to conduct various additional marketing and brand promotion activities using more methods and channels to continue promoting our brand. We cannot assure you, however, that these activities, whether past or future, will always be successful or that we will consistently be able to achieve the brand promotion effect we expect.

In addition, any negative publicity in relation to our platform, services or operations, regardless of its veracity, could harm our brands and reputation. We have sometimes received, and expect to continue to receive, complaints from users regarding the quality of the services we offer. Negative publicity or public complaints may harm our reputation, and if complaints against us are not addressed to users’ satisfaction, our reputation and our market position could be significantly harmed, which may materially and adversely affect our business, results of operations and prospects.

We plan to continue expanding into additional markets where we have limited operating experience and may be subject to increased business, economic and other risks that could affect our operating results.

Our business has a global footprint. We are headquartered in Hong Kong, and India, MENA, and Southeast Asia are our key markets. As of June 30, 2025, our mobile platform was available in over 29 countries and regions, with cumulative Registered Users reaching 57,462,620. For the fiscal years ended on December 31, 2023 and 2024, our average MAUs were 3.3 million and 3.6 million, respectively. For the six months ended on June 30, 2024 and 2025, our average MAUs were 3.1 million and 4.7 million, respectively. We believe the sustainable growth of our business depends on our ability to increase the penetration of our products in both our existing and new markets. However, our continued international operations and global expansion, particularly into markets where we may have less familiarity, may result in increased costs and expose us to a number of challenges and risks, including but not limited to:

•        challenges in developing and localizing successful products and implementing effective marketing strategies that respectively target users from various countries and with a diverse range of preferences, cultural backgrounds, and demands;

•        difficulties in managing and overseeing our geographically dispersed global operations and in affording increased costs associated with doing business in multiple international locations;

•        challenges in tailoring our interfaces, content policies, and user experience to our users’ diverse cultural backgrounds and local customs;

•        intense competition from global and local online social networking and entertainment industry players, some of whom may have greater resources or more established local operations;

•        risks related to the complex and evolving regulatory environment in various jurisdictions in which our mobile applications are available, uncertainties and unexpected changes in applicable laws, regulations, and enforcement, which can vary significantly from market to market;

•        significant burdens of complying with numerous and often divergent local laws and regulations, including in respect of Internet content control, social media content, virtual currencies and other virtual items, cybersecurity and data privacy, anti-corruption, payment and anti-money laundering, minors protection, licensing, approval or filing requirements, intellectual property protection, taxation, exchange controls, and economic sanctions;

•        political, social or economic instability in the relevant countries where we operate or plan to operate;

•        fluctuations in currency exchange rates, which may impact our revenues and expenses when translated into our reporting currency; and

•        difficulties in identifying, integrating, and managing potential acquisitions or investments in new or existing markets.

In particular, given our operations across 29 countries and regions and our large user base, we face significant challenges to ensure the content presented on our platform is in compliance with the different and sometimes conflicting regulatory frameworks in the jurisdictions in which our platform is available. These jurisdictions may impose stringent restrictions on the content generated by users and onerous requirements for online platforms to monitor and moderate content, and our expansion into new markets could cause substantial increases in our compliance costs and the resources required for content review teams proficient in multiple languages and local sensitivities. Our experience in existing markets may be of limited value in new markets. The different and potentially more stringent regulatory environments in new markets may increase our risk exposure in our operations. Any incidents related to our failure to comply with applicable laws and regulations or to timely and effectively remove inappropriate content could materially and adversely affect our business operations, user trust, brand image, and our reputation, and could result in fines, sanctions, or even suspension of our services in certain jurisdictions.

Our business, financial condition, results of operations, and prospects may be materially and adversely affected by these challenges and risks associated with our global operations.

We face competition in several major aspects of our business. If we fail to compete effectively, we may lose users, or be unable to attract new potential users, which could in turn materially and adversely affect our business, financial condition and results of operations.

We face competition in several major aspects of our business. We directly compete with other voice-centric social networking and entertainment platforms for users. In addition, we compete with other social networking and entertainment platforms. Some of our competitors may have longer operating histories and significantly greater financial, technical and marketing resources than we do, and in turn may have an advantage in attracting and retaining users and potential business partners. In addition, our competitors may have significantly larger user bases and more established brand names and user stickiness than we do and therefore are able to more effectively leverage their user bases and brand names to provide online social network and other products and services, and thereby increase their respective market shares. In addition, as user preferences evolve, new forms of mobile entertainment may emerge in the future and compete with our platform.

If we are not able to compete effectively, our overall user base and level of user engagement may decrease, which could reduce the number of our paying users or make us less attractive to potential new users and potential business partners. We may be required to devote additional resources to further increasing our brand recognition and promoting our platform and services, and such additional spending may adversely affect our profitability and may not generate the expected results cost-effectively, or at all. Furthermore, if we are involved in disputes with any of our competitors that result in negative publicity to us, such disputes, regardless of their veracity or outcome, may harm our reputation or brand image and in turn lead to a reduced number of users for our platform. Any legal proceedings or measures we take in response to such disputes may be expensive, time-consuming and disruptive to our operations and divert our management’s attention.

Our limited operating history with a relatively new business model in a relatively new market makes it difficult to evaluate our business and growth prospects.

Many elements of our business are evolving. The markets for our voice-centric social networking and entertainment platform and the related services are relatively new and rapidly developing and are subject to significant challenges, especially in terms of converting non-paying users to Paying Users, maintaining a stable Paying User base and attracting new paying users. Our business plan relies heavily upon an expanding user base and the resulting increased revenues from users’ consumptions of virtual gifts, virtual items and upgrade services, as well as our ability to capitalize on growth opportunities in the social networking and entertainment industry and explore other monetization avenues. We may not succeed in any of these aspects.

As the voice-centric social networking and entertainment industry in our target markets is relatively young, there are few proven methods of projecting user demand or available industry standards on which we can rely. Our current monetization method is also at a relatively preliminary stage. For example, if we fail to properly manage the volume and price of our virtual gifts, virtual items or upgrade services, our users may be less likely to purchase them. We cannot assure you that our monetization attempts will be successful, profitable or accepted by users, and therefore it may be difficult to gauge the income potential of our business.

Addressing these risks and uncertainties will require significant capital expenditures and allocation of valuable management and employee resources. If we fail to successfully address any of the above risks and uncertainties, the size of our user base, our revenues and our operating margin may decline.

Our community culture is vital to our success. Our operations may be materially and adversely affected if we fail to maintain the culture of the YoYo community.

We have cultivated an interactive and vibrant online community centered on our voice-centric social networking and entertainment platform. We strive to provide premium user experience by continuously improving user interfaces and features of our platform to adapt to the relevant local cultures and by encouraging social interactions among users. We believe that maintaining and promoting such a vibrant community culture is critical to retaining and expanding our user base. We have taken multiple initiatives to preserve our community culture and values. Leveraging our insights into different cultures and local user preferences, we infuse our user interfaces with local cultural elements. For non-English versions of YoYo, we update the user interface with color themes and logos related to specific local holidays to celebrate with our users, and virtual gifts are typically designed based on local customs. However, there can be no assurance that we will be able to maintain our community culture and remain as the preferred platform for our target users. For example, frictions among our users and inflammatory comments posted by Internet trolls and any inappropriate handling of these frictions may damage our community culture and brand image. Any failure to timely screen out and remove illegal or inappropriate content posted on our platform or to identify and close fake accounts of Internet trolls could also adversely affect users’ perception of and experience on our platform. Any damage to our community culture could materially and adversely affect our business prospects and results of operations.

Our business is highly dependent on the proper functioning and improvement of our information technology (“IT”) systems and infrastructure. Our business and operating results may be harmed by service disruptions, or by our failure to timely and effectively scale up and adjust our existing technology and infrastructure.

The popularity of our platform and services and our ability to further monetize our user base depend on our ability to adapt to rapidly changing technologies as well as our ability to continually innovate in response to evolving consumer demands and expectations and market competition. Our ability to provide a superior user experience on our platform depends on the continuous and reliable operation of our IT systems.

We may not be able to procure sufficient bandwidth in a timely manner or on acceptable terms or at all. Failure to do so may significantly impair user experience on our platform and decrease the overall effectiveness of our platform to users. Our IT systems are vulnerable to damage or interruption as a result of fires, floods, earthquakes, power losses, telecommunications failures, undetected errors in software, computer viruses, hacking and other attempts to harm our IT systems. Disruptions, failures, unscheduled service interruptions or a decrease in connection speeds could damage our reputation and cause our users to migrate to our competitors’ platforms. If we experience frequent or constant service disruptions, whether caused by failures of our own IT systems or those of third-party service providers, our user experience may be negatively affected, which in turn may have a material and adverse effect on our reputation and business. We may not be successful in minimizing the frequency or duration of service interruptions. As the number of our users increases and our users generate more content on our platform, we may be required to expand and adjust our technology and infrastructure to continue to reliably store and monitor content generated by users on our platform. It may become increasingly difficult to maintain and improve the performance of our platform, particularly during peak usage times, as our services become more complex and as our user base increases.

We face risks related to health epidemics, pandemics, and other outbreaks, as well as natural disasters, and other catastrophic events, which could significantly disrupt our operations and adversely affect our business and financial results.

Our business could be adversely affected by the effects of epidemics or pandemics. In recent years, the world has experienced significant disruptions from pandemics, such as COVID-19, and the risk of future outbreaks of existing or new communicable diseases, including H1N1 flu, avian flu, or other epidemics or pandemics, persists globally. Our business operations could be disrupted if a significant portion of our employees are unable to work due to illness or quarantine requirements, or if our offices need to be temporarily closed or disinfected. In addition, our results of operations could be adversely affected to the extent that any such outbreak harms the global economy or the economies in our target markets in general, and the mobile Internet industry in particular.

For example, the COVID-19 pandemic, which began to spread globally in early 2020, led to widespread government measures designed to control its spread, such as restrictions on travel, business closures, and social distancing mandates. While many of these acute measures have been lifted or modified, such events demonstrated the potential for a significant decline in economic activity in our target markets. Such a decline in future similar situations may have a material and adverse impact on our business, results of operations, and financial condition. The extent of such impact will depend largely on future developments, which are highly uncertain, including the nature, severity, and duration of any future outbreak in our target markets and the nature and extent of future government measures in response, among other things. In addition, during past outbreaks, we implemented flexible working arrangements, including remote work. While we strive to maintain operational efficiency, widespread or prolonged reliance on such arrangements, or the inability to adapt quickly to changing public health guidance, could adversely affect the efficiency of our workforce, collaboration, innovation, and our corporate culture.

To the extent a future significant health crisis, pandemic, or similar event adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those relating to our ability to grow our user base, retain talent, and implement our monetization strategies.

We are also vulnerable to natural disasters and other calamities. Our operations are dependent on the continued and uninterrupted performance of our IT systems, including our servers and network infrastructure. It is possible that we may be unable to recover certain data or restore full operational capacity promptly in the event of a server failure or other catastrophic event. We cannot assure you that any backup systems or disaster recovery plans will be adequate to protect us from the effects of fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, war, riots, terrorist attacks, or similar events. Any of the foregoing events may give rise to server interruptions, breakdowns, system failures, technology platform failures, or Internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our ability to provide services on our platform and maintain business continuity.

Our business is highly sensitive to global and regional macroeconomic conditions, as well as geopolitical tensions and instability, which could materially and adversely affect our business, financial condition, and results of operations.

The global macroeconomic environment is facing challenges, and there is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies adopted by the central banks of some of the world’s leading economies. While these global conditions affect all businesses, our concentration in specific emerging markets — primarily India, the MENA region, and Southeast Asia — exposes us to a distinct set of regional risks. These markets are characterized by varying degrees of political, social, and ethnic instability. While the Saudi Arabic and certain parts of Southeast Asia are seen to have a relatively stable political environment, many jurisdictions in our key markets, including parts of India, MENA, and other areas of Southeast Asia, are characterized by varying degrees of political, social, and ethnic instability.

In the MENA region, historical and ongoing geopolitical tensions, religious and cultural differences, and competition for regional influence contribute to a volatile environment. Protracted conflicts, such as those involving Israel and Palestine, and heightened tensions between major regional powers like Iran and Israel, create significant uncertainty. These situations can involve direct confrontations, proxy activities, cyber-attacks, and substantial humanitarian impacts, potentially disrupting regional trade, investment, and economic activity. The region’s reliance on oil revenue

also exposes it to volatility in global energy markets and risks associated with the global transition to cleaner energy. Economic and social pressures in various MENA countries can also lead to unrest and political instability, potentially impacting our operations or user engagement.

India faces its own set of geopolitical challenges, including long-standing border disputes with neighboring countries that can escalate unexpectedly, leading to military confrontations and economic disruptions. Internally, India deals with sporadic social unrest, ethnic tensions, and insurgency in certain regions, which can affect local business conditions, supply chains, and overall economic stability. Changes in political leadership or policy can also introduce regulatory uncertainties.

In Southeast Asia, several countries experience political uncertainties, separatist movements, localized armed conflicts, and social unrest, which can pose risks to stability and economic growth. For instance, in parts of Indonesia, such as the Papua region, ongoing separatist activities and related security incidents have led to violence, hostage-taking, and disruption to local infrastructure and business operations. Terrorism concerns, maritime territorial disputes involving multiple nations, and internal political factionalism in various Southeast Asian countries also contribute to a complex and sometimes unpredictable operating environment. Nationwide protests related to labor laws or other socio-economic policies can also occur, potentially impacting general business activity.

The financial, political and general economic conditions prevailing from time to time across our key markets, including India, MENA, and Southeast Asia, may affect mobile users’ willingness and ability to spend on the mobile Internet and have a material adverse impact on our performance and operating results. It is not possible to predict the occurrence of events or circumstances such as war or hostilities, separatist violence, terrorist attacks, significant social unrest, or the impact of such occurrences, and no assurance can be given that we would be able to sustain our current profit levels if adverse political events or circumstances were to occur, particularly in these regions. A general downturn or instability in certain sectors of the economies in our key markets could have an adverse effect on our business. In addition, we may be affected by unexpected changes in regulations and enforcement, nationalization of assets and other governmental actions by the host countries, government regulations that favor local competitors, changing taxation policies, restrictions on converting foreign currencies into U.S. dollars, most of which are beyond our control. Investors should also note that our business could be adversely affected by political, economic or related developments both within and outside our key markets because of inter-relationships within the global financial markets.

Significant political, social and economic instability in one or more of our markets could have a material adverse effect on our business, financial condition and results of operations. Any severe or prolonged slowdown in the global economy may also materially and adversely affect our business, results of operations and financial condition. In addition, continued turbulence in the international markets may adversely affect our ability to access capital markets to meet liquidity needs.

Our business is subject to risks associated with the development and use of artificial intelligence.

Our business is increasingly dependent on our artificial intelligence technology. Our approach involves using third-party open-source large language models as a foundation, which we then adapt and fine-tune with our own proprietary data and algorithms to create our specialized vernacular language models. This strategy, while efficient, exposes us to a unique set of risks. We have limited visibility into and no control over the original development of these foundational open-source models, including the data they were trained on. As a result, they may contain latent biases, security vulnerabilities, or design flaws that we may not be able to identify or fully mitigate, and which could be passed on to our own applications. This reliance on third-party foundations creates a degree of opacity and could lead to unexpected performance issues or reputational harm.

Furthermore, our own model training process relies on vast amounts of data generated by our users across our platforms. While we strive to develop accurate and culturally-aware models, we face significant challenges in correctly interpreting the nuances of the many vernacular languages and dialects we support. Our models may inadvertently learn and perpetuate biases present in our own data, or they may fail to perform accurately, which could degrade the user experience and diminish trust in our platform. There is also a risk that our AI-powered tools, such as our real-time voice generation, could be misused by third parties for malicious purposes, or that the user data we collect for training could be subject to a security breach. While we have implemented operational and technical safeguards, these measures may not be sufficient to fully address these risks. Any failure, whether in our proprietary systems or the foundational models we use, could adversely affect our operations, reputation, and financial results.

User growth and engagement depend upon effective interoperation with mobile operating systems, networks, devices and standards that we do not control.

We make our mobile applications available across a variety of mobile operating systems and devices. We are dependent on the effective interoperation of our mobile applications with mobile operating systems, such as Android and iOS, networks, devices and standards, which we do not control. Any changes in such mobile operating systems, networks, devices or standards that degrade the functionality of our mobile applications or give preferential treatment to competitive products could adversely affect usage of our mobile applications and our ability to deliver high quality user experience. We may not be successful in developing relationships with key participants in the mobile industry or in developing mobile applications that operate effectively with these mobile operating systems, networks, devices and standards. In the event that it is difficult for our users to access and use our mobile applications, particularly on their mobile devices, our user growth and user engagement could be harmed, and our business and operating results could be adversely affected.

User misconduct and misuse of our platform may adversely impact our brand image, and we may be held liable for information or content displayed on, retrieved from or linked to our platform, or distributed to our users, and the relevant local authorities may impose restrictions on access to our platform.

Our voice-centric social networking and entertainment platform enables users to chat, play games and engage in various forms of other online communications in real time. We also allow users to share texts, images and other content with each other through our platform. However, our platform does not require real-name registration and identity verification of our users. In addition, because all of the audio and text communications on our platform are conducted in real time, we are unable to examine the content generated by our users on air before they are streamed on our platform. We require all users to agree to our terms of service upon account registration. Our terms of service set out types of content strictly prohibited on our platform, and we have also developed a content monitoring system that utilizes primarily automation, as well as manual screening, to filter inappropriate content. We also encourage users to report any noncompliance of our terms of service. However, due to the immense quantity of user-generated content on our platform, we may not be able to detect all violations of our terms of service or inappropriate or illegal content streamed, displayed or exchanged over our platform, or determine the type of content or actions that may result in liability to us. Our automated screening system may fail to timely screen out and remove inappropriate or illegal content. As such, relevant government authorities could identify inappropriate or illegal content on our platform, which could lead to restrictions on access to our platform in the relevant jurisdictions. Even if we manage to identify and remove offensive content, we may still be held liable. Negative publicity of incidents related to inappropriate or illegal content on our platform or any misuse of our platform by users could also adversely affect our brand image. As a result, our ability to retain or increase our user base and user engagement may be adversely affected, we may not be able to maintain or grow our revenues as anticipated, and our business prospects and financial results could be adversely affected.

Additionally, it is possible that our users may engage in illegal, obscene or incendiary conversations or activities on or through our platform that may be deemed illegal under the relevant local laws and regulations or inappropriate under local cultures or customs, for which we may be subject to potential liability. Content generated, including text and images posted, by our users may infringe on rights of others. In addition, because we offer our mobile applications in a large number of jurisdictions, and we have not implemented any user screening procedures, we cannot ensure that our provision of online social networking and entertainment services to all users is in compliance with all applicable laws. The jurisdictions in which our mobile applications are available may have regulations governing the distribution of information over the Internet. These regulations may prohibit the display of content that, among other things, impairs the public interest, or is obscene, superstitious, fraudulent or defamatory. For example, the regulations in some countries where we conduct business prohibit online social networking platforms from being used for dating, pornographic or gambling purposes. While we do not believe our mobile applications are provided to users for any of these purposes, we cannot control how users interact online or offline other than through content monitoring on our mobile applications. We may be subject to fines or other disciplinary actions as prescribed under the relevant local laws and regulations. We may also face claims for defamation, libel, negligence, aiding-and-abetting liability, infringement of copyright, patent, trademark or other intellectual property or third-party rights, other unlawful activities or other theories and claims based on the nature and content of the information delivered on or otherwise accessed through our platform. For example, if any of our users suffers or alleges to have suffered physical, financial or emotional harm as a result of content posted on or conduct initiated from our platform, we may face legal actions initiated by the affected user. In response to such lawsuits, government authorities may take regulatory actions against us based on alleged non-compliance with applicable laws and regulations, such as prohibitions of illegal or inappropriate content

on mobile platforms. Defending any such actions could be costly and involve significant time and attention of our management and other resources, which would materially and adversely affect our business and operations. Moreover, the costs of compliance with these regulations may increase as a result of the expansion of our platform, which may adversely affect our results of operations. We may also be required to restrict, discontinue or make other changes to certain features and services provided on our mobile applications, and we may even be prohibited from providing our mobile applications to users in certain jurisdictions. As a result, our business may suffer, our user base, revenue growth and profitability may be materially and adversely affected, and the price of our Ordinary Shares may decline.

Malicious software and applications may affect user experience, which could reduce our ability to attract users and materially and adversely affect our business, financial condition and results of operations.

Malicious software and applications may interrupt the operations of our platform and pass on such malware to our users which could adversely hinder user experience. We cannot guarantee that we will be able to successfully block these attacks. If users experience a malware attack by using our platform, our users may associate the malware with our platform. As a result, our reputation, business, and results of operations could be materially and adversely affected.

Our reliance on certain third-party service providers, including for payment processing, exposes us to operational, financial, and credit risks.

Our business is dependent on services provided by, and relationships with, third-party providers for critical functions including infrastructure support and payment processing. For the years ended December 31, 2024 and 2023 and for the six months ended 2025 and 2024, no single vendor accounted for more than 10% of our total cost of revenues, excluding payroll and welfare.

However, certain concentration of risk exists with respect to our accounts payable. As of June 30, 2025, only one vendor accounted for 29% of accounts payable. As of December 31, 2024, two vendors accounted for 53% and 10%, respectively, of our total accounts payable. As of December 31, 2023, two different vendors accounted for 37% and 21% of our total accounts payable. The loss of, or a significant adverse change in our relationship with, any of these key vendors could lead to operational disruptions. If we are required to find alternative suppliers, we may not be able to do so on commercially reasonable terms, in a timely manner, or at all.

Our dependence on third-party payment platforms is particularly critical and exposes us to a unique set of risks. We do not have control over the security measures of these platforms. Any security breach of a payment platform we use could expose us to litigation, regulatory penalties, and liability for failing to secure confidential customer information, which could damage our reputation and the perceived security of our services. If a well-publicized security breach were to occur, users may become reluctant to purchase our virtual currencies, even if the breach did not directly involve our systems.

In addition to operational and security risks, we are exposed to credit risk from these payment platforms related to funds collected from our users that have not yet been remitted to us. While we have not historically recorded credit losses, if the financial condition of a major payment platform were to deteriorate, or if disputes were to arise, we could face delays or failures in collecting these funds. A failure to collect a significant portion of these receivables would require us to record credit losses, which would adversely impact our results of operations and working capital.

Furthermore, the limited number of reputable payment systems in our target markets constrains our negotiating leverage and increases concentration risk. For instance, we generally do not have separately negotiated agreements with these platforms and must adhere to their standard terms of service, which may not be favorable to us and can be changed by them with little to no notice. If any of these major payment systems decides to cease providing services to us, or significantly increases the fee rates it charges, our cost of revenues could increase and our results of operations may be materially and adversely affected.

Users’ payments to purchase and use of virtual currencies on our mobile applications could expose us to additional regulatory requirements and other risks that could be costly or difficult to comply with.

We may be subject to a variety of laws and regulations in the various jurisdictions where our users are located in respect of the users’ payments to purchase virtual currencies on our applications through third-party payment platforms, including those governing money transmission, gift cards and other prepaid access instruments, electronic funds transfers, anti-money laundering, counter-terrorist financing, gambling, banking and lending. In some jurisdictions,

the application or interpretation of these laws and regulations may be unclear. Our efforts to comply with these laws and regulations could be costly and result in diversion of management time and effort and may still not guarantee compliance. In the event that we are found to be in violation of any such legal or regulatory requirements, we may be subject to monetary fines or other penalties, or we may be required to make product or marketing practice changes, any of which could have an adverse effect on our business and financial results. In addition, we may be subject to a variety of additional risks as a result of these payments by users, including potential fraudulent or otherwise illegal activity by users, employees, or third parties.

Our reliance on third-party platforms, such as Google Play and Apple’s App Store, for the distribution of our mobile applications and compatibility with major mobile operating systems exposes us to significant risks from any adverse changes in their policies, terms, and operational practices, which could materially and adversely affect our business, user acquisition, and profitability.

Our mobile applications are primarily distributed through third-party app stores such as Google Play and Apple’s App Store. These platforms provide us with primary channels to reach a broad user base and have significant influence over whether our applications can be listed, how they are presented to users, and how revenue generated from in-app purchases is distributed.

These platforms have the right to unilaterally establish and modify their terms of service, commercial policies, content review standards, app listing rules, ranking algorithms, and revenue-sharing ratios. If we fail to comply with the evolving policies and requirements of these platforms, or if these platforms decide to implement policies unfavorable to us, such as increasing revenue-sharing ratios, restricting specific features or content, changing the visibility or search ranking of our apps, or even delisting our apps, our ability to attract new users, retain existing users, and generate revenue through in-app purchases could be severely undermined. Our ability to negotiate terms with these platforms is very limited, as we typically do not have separately negotiated agreements with them and must instead adhere to their standard terms and conditions, which they can amend at their sole discretion with little to no notice. Any such adverse changes could lead to a slowdown in our user growth, increased operating costs, reduced revenue, and could potentially force us to change our business model or product features, thereby materially and adversely affecting our business, financial condition, and results of operations.

Changes in laws and regulations related to the Internet and mobile Internet, perceptions toward the use of social media and changes in Internet infrastructure itself may diminish the demand for our platform or products and could adversely affect our business and results of operations.

The success of our business depends upon the continued use of the Internet or mobile Internet and social media. Relevant government regulatory authorities may adopt laws or regulations that restrict the use of the Internet, mobile Internet or social media in the future. In addition, government agencies or private organizations may impose additional taxes, fees or other charges for accessing the Internet. These laws, taxes, fees or charges could limit the use of the Internet or mobile Internet or decrease the demand for online social media.

In addition, the performance of our platform could be adversely affected due to delays in the development or adoption of new standards and protocols to handle increased demands of Internet activity, security, reliability, cost, ease-of-use, accessibility and quality of services. The performance of the Internet and mobile Internet has been adversely affected by “viruses,” “worms” and similar malicious programs, as well as the risks associated with other types of security breaches. If the use of the Internet or mobile Internet is reduced as a result of these or other issues, then demand for our platform could decline, which could adversely affect our revenue, business, results of operations and financial condition.

Concerns about collection, use, retention, transfer, disclosure, processing and security of personal data could damage our reputation and deter current and potential users from using our platform and services, or subject us to significant compliance costs or penalties, which could materially and adversely affect our business, financial condition and results of operations.

Concerns about our practices with regard to the collection, use, retention, transfer, disclosure, processing and security of personal information or other privacy-related matters, such as cybersecurity breaches, misuse of personal data and data sharing without necessary safeguards, even if unfounded, could damage our reputation and

operating results. The regulatory frameworks regarding privacy are rapidly evolving in our key markets, including Hong Kong, India, Southeast Asia, and the MENA region. We may not be able to comprehensively assess the scope and extent of our compliance responsibility at a global level. Furthermore, the developing requirements relating to clear and prominent privacy notices (including in the context of obtaining informed and specific consents to the collection and processing of personal data, where applicable) may potentially deter users from consenting to certain uses of their personal information. In general, negative publicity of us or our industry regarding actual or perceived violations of our users’ privacy-related rights, including fines and enforcement actions against us or other similarly placed businesses, may also impair users’ trust in our privacy practices and make them reluctant to give their consent to share their data with us.

This risk is particularly pronounced due to the fragmented and developing nature of data protection laws across our operational jurisdictions. While global standards like Europe’s General Data Protection Regulation (GDPR) have influenced international privacy trends, our primary compliance obligations are dictated by local and regional laws. For example, in Hong Kong, we are subject to the Personal Data (Privacy) Ordinance; in India, the recently enacted Digital Personal Data Protection Act (DPDPA) of 2023 imposes significant new obligations on how companies can collect and process user data; in Indonesia, we are subject to Indonesia’s Personal Data Protection Law (PDP Law), with a compliance deadline of October 17, 2024. The PDP Law imposes a comprehensive set of obligations, including performing impact assessments for high-risk processing, appointing a Data Protection Officer, and providing written notification of any data breach to authorities and users within 72 hours. Failure to comply can result in severe administrative fines (up to 2% of annual revenue) and criminal penalties, including confiscation of profits, suspension of business, and license revocation; in Saudi Arabia, our processing of data related to individuals in Saudi Arabia is subject to the Personal Data Protection Law (PDPL). This law requires us to have a clear legal basis for data processing (such as consent), adhere to principles like data minimization, and grant users rights to access and request erasure of their data; in Egypt, the Data Protection Law (DPL) applies to the processing of personal data of individuals in Egypt. However, its full implementation is pending the issuance of Executive Regulations, creating significant uncertainty. Once fully effective, the DPL will require foreign data controllers like us to appoint a legal representative in Egypt and obtain a license, creating future compliance burdens.

If we fail to prevent security breaches, cyber-attacks or other unauthorized access to our systems or our users’ data, we may be exposed to significant consequences, including legal and financial exposure and loss of users, and our reputation, business and operating results may be materially and adversely affected.

We collect, store, transmit and process personal and other sensitive data generated by our users through their interactions with our apps. We may be exposed to risks of security breaches or unauthorized access to or cyber-attacks on our systems or the data we store. Our efforts to protect our data may be unsuccessful due to software “bugs,” system errors or other technical deficiencies, mistakes or malfeasance of our employees or contractors, vulnerabilities of our vendors and service providers, or other cybersecurity-related vulnerabilities. Although we have developed systems and processes that are designed to prevent and detect security breaches and protect our users’ data, we cannot guarantee that such measures will be sufficient defenses against the evolving techniques used to obtain unauthorized access, disable or degrade services or sabotage systems. Any failure to prevent, detect, or mitigate security breaches, cyber-attacks or other unauthorized access to our systems, theft of users’ accounts or disclosure of our users’ data, including personal information, could result in loss or misuse of such data, interruptions to the services we provide, diminished user experience, loss of user confidence and trust in our products, impairment of our network and technological infrastructure, and harm to our reputation and business, significant legal and financial exposure and potential lawsuits brought by private individuals or regulators. In addition, as we rely on third-party cloud providers to host our systems and data instead of operating our own data centers, we may incur significant costs in protecting our cloud-based environment against, or remediating, security breaches and cyber-attacks.

We may be required to obtain and maintain licenses and approvals relating to Internet or telecommunications services in certain jurisdictions.

As of June 30, 2025, our mobile platform was available in over 29 countries and regions, and some of these countries may require us to obtain certain licenses, permits or approvals or conduct certain registrations or filings with local authorities in relation to our mobile applications. As confirmed by our legal counsel as to the laws of India,

Saudi Arabia, Indonesia, and Egypt, we have obtained applicable licenses, approvals, permits, registrations and filings to conduct business in respective jurisdictions. However, considerable uncertainties exist in the interpretation and implementation of laws and regulations governing our business activities in certain jurisdictions.

Third parties may register trademarks or domain names or purchase Internet search engine keywords that are similar to our trademarks, brands or mobile applications, or misappropriate our data and copy our platform, all of which could cause confusion to our users, divert users away from our platform and services or harm our reputation.

Competitors and other third parties may (i) register trademarks or domain names or (ii) in Internet search engine advertising programs and in the header and text of the resulting sponsored links or advertisements, purchase keywords, which are confusingly similar to our trademarks, brands or mobile applications in order to divert potential customers from us to their websites or mobile applications. Preventing such infringing, inappropriate or damaging practices is inherently difficult. If we are unable to prevent such practices, competitors and other third parties may continue to drive potential online customers away from our platform to competing, irrelevant or potentially offensive platforms, which could harm our reputation and cause us to lose revenue.

Third parties may attempt to misappropriate our data through scraping our platform, robots or other means and aggregate this data on their platforms with data from other companies. In addition, “copycat” platforms or applications may attempt to misappropriate data on our platform and imitate our brand or the functionality of our platform. We may not be able to detect all such platforms in a timely manner and, even if we could, technological and legal measures may be insufficient to stop their operations. In those cases, our available remedies may not be adequate to protect us against such platforms. Regardless of whether we can successfully enforce our rights against these platforms, any measures that we may take could require significant financial or other resources from us. Those platforms may also lure away some of our users or reduce our market share, causing material and adverse effects to our business operations.

We may be subject to intellectual property or other third-party rights infringement claims, which could be time-consuming and costly to defend and may result in diversion of our financial and management resources.

We may be subject to intellectual property or other third-party rights infringement claims, particularly in relation to content generated by our users on our mobile applications. We seek to ensure that our audio streaming and other technologies, as well as the design of our platform and other intellectual properties, are original and do not infringe upon patents, trademarks, copyrights or other intellectual property or other rights held by third parties. However, companies in the Internet, technology and media industries are frequently involved in litigations based on allegations of infringement of intellectual property rights, unfair competition, invasion of privacy, defamation or violations of other rights. There is no guarantee that third-party right holders will not assert intellectual property infringement or other claims against us in the future for our own intellectual property rights or intellectual property or other rights of third parties. Furthermore, content generated by our users through our platform, including real-time content such as text and images, may potentially infringe on copyrights, images or other intellectual property or other rights of third parties, which could adversely affect our business operations or reputation. Users who generate content that may infringe on copyrights or other rights of third parties may not be easily identifiable, if at all, by a plaintiff, who may then choose to file a claim against us, and these users may not have resources to fully indemnify us, if at all, for any such claims.

If we are found to have violated the intellectual property or other rights of third parties, including failure to remove or block or disconnect links to any infringing content upon receipt of the copyright holder’s notice, we may be enjoined from using such intellectual properties and be forced to pay fines and damages. In addition, we may incur substantial expenses and diversion of our financial and management resources in defending against these third-party infringement claims. Successful infringement or other intellectual property or other third-party rights claims against us may result in substantial monetary liabilities, which may disrupt our operations and materially adversely affect our business, results of operations, financial condition and growth prospects. Any infringement claim, whether with merits or not, generates negative publicity which could harm our brand reputation.

Our intellectual property may not provide adequate protection to us, and we may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position.

We regard our trademarks, patents, software copyrights, copyrights, domain names, trade secrets, proprietary technologies and similar intellectual property as critical to our success. We rely on a combination of patent, software copyright, copyright, trademark and trade secret laws and restrictions on disclosure to protect our intellectual property

rights. We have invested significant resources to develop our own intellectual property. Failure to maintain or protect these rights could harm our business. For example, we have not registered our “YoYo” as a trademark in certain jurisdictions in which our mobile applications are available. In certain other jurisdictions, our trademark registrations do not cover our main activities such as software and entertainment services. If our trademarks are not granted or are successfully challenged, we could be forced to rebrand our products and services, which could result in loss of brand recognition and require us to devote resources to advertising and marketing new brands. In addition, any unauthorized use of our intellectual property by third parties may adversely affect our current and future revenues and our reputation.

Implementation and enforcement of intellectual property-related laws in certain jurisdictions, including those in MENA, Hong Kong and the PRC, is still evolving. To protect our intellectual property, we have successfully registered software copyrights in the PRC. Furthermore, we have pending trademark applications in both the PRC and Hong Kong, and we plan to pursue intellectual property registrations in the MENA region and other key markets in the future. Protection of intellectual property rights in such jurisdictions may not be as effective as in the United States or other developed countries. Furthermore, policing unauthorized use of proprietary technology is difficult and expensive. Despite our efforts to protect our proprietary rights, third parties may attempt to copy or otherwise obtain and use our intellectual property or seek court declarations that they do not infringe upon our intellectual property rights. Monitoring unauthorized use of our intellectual property is difficult and costly, and we cannot assure you that the steps we have taken will prevent misappropriation of our intellectual property. From time to time, we may have to resort to litigation to enforce our intellectual property rights, which could result in substantial costs and diversion of our resources.

Our platform contains open-source software, which may pose particular risk to our proprietary software and services in a manner that negatively affects our business.

We use open-source software on our platform and will continue to use open-source software in the future. There is a risk that open-source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to provide or distribute our services. Additionally, we may face claims from third parties claiming ownership of, or demanding release of, the open-source software or derivative works that we developed using such software. These claims could result in litigation and could require us to make our software source code freely available, purchase a costly license or cease offering the implicated services unless and until we can re-engineer them to avoid infringement. This re-engineering process could require significant additional technology and product development resources, and we may not be able to complete it successfully.

Our business depends substantially on the continuing efforts of our executive officers, key employees and qualified personnel, and our business operations may be severely disrupted if we lose their services or if they are subject to litigation or regulatory investigations and proceedings.

Our future success depends substantially on the continued efforts of our executive officers and key employees. If one or more of our executive officers or key employees were unable or unwilling to continue their services with us, we might not be able to replace them easily, in a timely manner, or at all. Since the Internet industry is characterized by high demand and intense competition for talents, we cannot assure you that we will be able to attract or retain qualified staff or other highly skilled employees. In addition, as our company is relatively young, our ability to train and integrate new employees into our operations may not meet the growing demands of our business which may materially and adversely affect our ability to grow our business and hence our results of operations.

If any of our executive officers and key employees terminates their services with us, our business may be severely disrupted, our financial condition and results of operations may be materially and adversely affected and we may incur additional expenses to recruit, train and retain qualified personnel. If any of our executive officers or key employees joins a competitor or forms a competing company, we may lose know-how and key professionals and staff members. Each of our executive officers and key employees has entered into a non-compete agreement with us. However, we cannot assure you that we would be able to enforce these non-compete agreements.

In addition, our executive officers and key employees may from time to time be subject to litigations and regulatory investigations and proceedings or otherwise face potential civil, criminal or other liabilities in relation to commercial, labor, securities or other matters due to past or future conduct of themselves or third parties, which could adversely

affect our reputation and these personnel’s ability to continue contributing to our success. These events could also divert management time and attention away from our business and force us to find appropriate replacements for these personnel, which may not be readily available. As a result, our business, reputation, financial condition and results of operations could be materially and adversely affected.

Our results of operations are subject to substantial quarterly and annual fluctuations due to a number of factors that could adversely affect our business and the trading price of our Ordinary Shares.

We experience seasonality in our business, reflecting seasonal fluctuations in Internet usage. As a result, comparing our operating results on a period-to-period basis may not be meaningful. In particular, we may experience a decrease in active users during Ramadan, the Islamic holy month of fasting. The Islamic calendar is a lunar calendar, and the month of Ramadan migrates throughout the seasons. Due to the foregoing factors, our operating results in one or more future quarters or years may fluctuate. In such event, the trading price of our Ordinary Shares would likely be materially and adversely affected.

If we fail to implement and maintain an effective system of internal controls over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud, and investor confidence and the market price of our Ordinary Shares may be materially and adversely affected.

Prior to our initial public offering, we have been a private company with limited reporting and accounting personnel and other resources with which we address our internal control over financial reporting. In connection with the preparation of our consolidated financial statements as of and for the years ended December 31, 2024 and 2023 and for the six months ended June 30, 2025 and 2024, we identified two in our internal control over financial reporting. As defined in the standards established by the PCAOB, a “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified are related to (i) lack of sufficient accounting personnel for financial information processing and reporting and with appropriate U.S. GAAP knowledge, and (ii) lack of formal risk assessment process over financial reporting. Management has concluded that the material weaknesses described above represent deficiencies in our overall internal control environment that could adversely affect our ability to report our financial condition and results of operations accurately and in a timely manner.

We have implemented and plan to implement a number of measures to address the material weaknesses that have been identified, including: (i) we will hire additional competent and qualified accounting and reporting professionals with appropriate knowledge and experience of U.S. GAAP and SEC financial reporting requirements to strengthen the financial reporting function; (ii) we are in process of developing a set of accounting policies and procedures, which document the current U.S. GAAP accounting policies that are applicable to our business; and (iii) we provided and will provide internal training programs for our accounting and financial personnel on U.S. GAAP knowledge.

We intend to complete our remediation plan by the end of 2026. The costs associated with our remediation plan comprise those for (i) engaging competent and qualified accounting personnel, (ii) holding internal training programs, (iii) internal accounting and financing personnel and (iv) developing accounting policies and procedures. We are and will continue to commit necessary resources to remediate these material weaknesses. The costs associated with this remediation, including for hiring additional personnel and potential consulting fees, are expected to be reflected primarily in our general and administrative expenses in future periods.

The process of designing and implementing an effective financial reporting system is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to devote significant resources to maintain a financial reporting system that is adequate to satisfy our reporting obligation. However, we cannot assure you that all these measures will be sufficient to remediate our material weaknesses in time, or at all. If we fail to maintain an effective system of internal control over financial reporting, we may be unable to accurately report our financial results or prevent fraud, and investor confidence in our Company and the market price of our listed shares may be adversely affected.

Upon the completion of this offering, we will become a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002 will require that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F beginning with our annual report for the fiscal year ending December 31, 2025. In addition, once we cease to be an “emerging growth company” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, after we become a public company, our reporting obligations may place a significant strain on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation testing and any required remediation.

Generally, if we fail to achieve and maintain an effective internal control environment, such failure could result in material misstatements in our financial statements and compromise our ability to meet our reporting obligations, which would cause investors to lose confidence in our reported financial information. Any such material misstatement could in turn limit our access to capital markets and lead to a decline in the trading price of our Ordinary Shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations, civil or criminal sanctions and lawsuits. In addition, our internal controls over financial reporting will not prevent or detect all errors or fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.

If we are not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, or if we are unable to maintain proper and effective internal controls, we may not be able to produce timely and accurate financial statements. If that were to happen, the market price of our Ordinary Shares could decline and we could be subject to sanctions or investigations by the Nasdaq, SEC or other regulatory authorities.

We may need additional capital, and we may be unable to obtain such capital in a timely manner or on acceptable terms, or at all. Furthermore, our future capital needs may require us to sell additional equity or debt securities that may dilute our shareholders or introduce covenants that may restrict our operations or our ability to pay dividends.

To grow our business and remain competitive, we may require additional capital from time to time. Our ability to obtain additional capital is subject to a variety of uncertainties, including:

•        our market position and competitiveness in the social networking and entertainment industry, in particular, the voice-centric social networking and entertainment segment;

•        our ability to expand our user base, increase our Paying Users, develop and maintain products and services appealing to users, penetrate into additional markets, and monetize our user base;

•        our future profitability, overall financial condition, results of operations and cash flows;

•        general market conditions for capital raising activities by social networking and entertainment platforms and other Internet companies; and

•        economic, political, regulatory and other conditions internationally and in our target markets, particularly MENA.

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

We have limited business insurance coverage, so that any uninsured occurrence of business disruption may result in substantial costs to us and the diversion of our resources, which could have an adverse effect on our results of operations and financial condition.

Insurance companies in India, MENA, and Southeast Asia currently do not offer as extensive an array of insurance products as insurance companies do in more developed economies. We do not have any business liability or disruption insurance to cover our operations. We have determined that the costs of insuring for these risks and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have such insurance. Any uninsured occurrence may disrupt our business operations, require us to incur substantial costs and divert our resources, which could have an adverse effect on our results of operations and financial condition.

Future strategic alliances or acquisitions may have a material and adverse effect on our business, reputation and results of operations.

We may enter into strategic alliances, including joint ventures or equity investments, with various third parties to further our business purpose from time to time. These alliances could subject us to a number of risks, including risks associated with sharing proprietary information, non-performance by the third parties, and increased expenses in establishing new strategic alliances, any of which may materially and adversely affect our business. We may have a limited ability to monitor or control the actions of these third parties and, to the extent any of these strategic third parties suffers negative publicity or harm to their reputation from events relating to their business, we may also suffer negative publicity or harm to our reputation by virtue of our association with any such third party.

In addition, when appropriate opportunities arise, we may acquire additional technologies, businesses or assets that are complementary to our existing business. In addition to possible shareholders’ approval, we may also have to obtain approvals and licenses from relevant government authorities for the acquisitions and to comply with any applicable laws and regulations in the relevant jurisdictions, which could result in increased delay and costs, and may derail our business strategy if we fail to do so. Furthermore, future acquisitions and the subsequent integration of new assets and businesses into our own require significant attention from our management and could result in a diversion of resources from our existing business and subject us to additional costs and business uncertainties, which in turn could have an adverse effect on our business operations. Acquired assets or businesses may not generate the financial results we expect. Acquisitions could result in the use of substantial amounts of cash, potentially dilutive issuances of equity securities, the occurrence of significant goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired business. Moreover, the costs of identifying and consummating acquisitions may be significant.

We have granted, and may continue to grant share options and other forms of share-based incentive awards, which have resulted in and may continue to result in significant share based compensation expenses.

In September 2016, we adopted the 2016 Stock Option Plan, which was subsequently amended and restated as the Second Restated 2016 Share Incentive Plan (the “2016 Plan”). Upon the effectiveness of our 2025 Plan, the 2016 Plan will be terminated, and no further awards will be granted thereunder. As of June 30, 2025, the maximum aggregate number of Ordinary Shares reserved for issuance under the 2016 Plan is 3,657,752. As of the date of this prospectus, options to purchase an aggregate of 2,305,852 Ordinary Shares have been granted under the 2016 Plan, of which options to purchase 335,205 Ordinary Shares remained outstanding, after taking into account forfeitures. Accordingly, 2,108,248 Ordinary Shares remained available for future grants under the 2016 Plan. We have also adopted a new Share Incentive Plan in 2025 (the “2025 Plan”), which will become effective upon the commencement of trading of our Ordinary Shares on a recognized stock exchange. The initial number of shares available for issuance under the 2025 Plan will be the sum of (i) the number of Ordinary Shares that remained available for grant under the 2016 Plan as of the 2025 Plan’s effective date, and (ii) any Ordinary Shares subject to awards under the 2016 Plan that are subsequently forfeited, cancelled, or expire. As of the date of this prospectus, no awards have been granted under the 2025 Plan. See “Management — Equity Incentive Plan — 2025 Share Incentive Plan” for details.

We account for compensation costs for all share options using a fair value-based method and recognize expenses in our combined statement of income in accordance with U.S. GAAP. We believe the granting of equity awards is of significant importance to our ability to attract and retain key personnel and employees, and we will continue to grant equity awards to employees in the future. As a result, our expenses associated with share-based compensation may increase, which may have an adverse effect on our results of operations.

Our chief executive officer used his personal account to collect customer payments, which may raise concerns regarding internal controls and fund security

Our historical practice of collecting certain customer payments through the personal bank account of our chairman, chief executive officer and director, Mr. Chen YuKun, has exposed potential deficiencies in our internal control system regarding cash management and subjects us to risks such as commingling of funds, regulatory scrutiny, and tax compliance issues, which could materially and adversely affect our business, financial condition, results of operations, and reputation.

As of June 30, 2025 and December 31, 2024, we had approximately US$5.46 and US$16.98 million, respectively, in amounts due from related parties. Approximately US$5.46 million and US$16.88 million of this amount as of June 30, 2025 and December 31, 2024, respectively, was due from Mr. Chen Yukun, our controlling shareholder, director, and chief executive officer. This arose from restrictions on opening and maintaining corporate bank accounts in certain jurisdictions, leading Mr. Chen to collect customer payments on behalf of the Company. These funds were temporarily held in his separately opened personal bank account and were subsequently transferred to the Company’s bank accounts.

Although such arrangements were initially intended to address objective operational hurdles, the routing of Company funds through a personal account constitutes a deviation from standard corporate financial management and internal control principles. Allowing Company revenue to flow into a personal bank account significantly weakens the Company’s direct control over cash inflows and custody, representing a weakness in internal controls. This increases the risk of misappropriation or improper use of funds, or loss of Company funds due to unforeseen events such as the freezing or seizure of the personal account. Such fund handling practices may attract strict scrutiny from regulatory authorities, particularly concerning anti-money laundering, counter-terrorist financing, and foreign exchange controls. Regulators may question the transparency and compliance of these operations and could consequently subject us to investigations, fines, or other regulatory actions. While the relevant funds were subsequently transferred to the Company’s accounts, and we have taken measures to regularize future fund collection processes, including efforts to open corporate bank accounts in all operational jurisdictions, we cannot assure you that such instances will not recur in the future, and our business, financial condition, results of operations, and reputation could be materially and adversely affected.

The estimates of market opportunity and forecasts of market growth contained in this prospectus may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, our business may fail to grow at similar rates, or at all.

This prospectus contains estimates, forecasts, and other statistical data regarding the market opportunity for the global AI industry, particularly the AI voice and Natural Language Processing (“NLP”) software solutions market and the voice-based social applications market, and the projected growth of these markets. These projections, which have been derived from an industry report prepared by China Insights Consultancy that we commissioned, are based on various assumptions and third-party data, which may prove to be inaccurate. The preparation of this data involves subjective judgments and is subject to a high degree of uncertainty and risk due to a variety of factors, as described in this “Risk Factors” section.

Even if the market in which we operate achieves the forecasted growth, we may not grow at similar rates or may fail to capture our projected market share. Our ability to grow is dependent on numerous factors, including our ability to capitalize on key market drivers and future trends. For example, the industry overview highlights that market growth is driven by factors including (i) continuous technological advancements in deep learning and hardware, (ii) growing consumer and enterprise demand for convenient interaction, (iii) the accumulation of vast data resources for model training, and (iv) favorable government policies. Our growth is dependent on these trends continuing, and our ability to successfully leverage them.

Furthermore, our success is contingent upon our ability to innovate and compete effectively. Factors such as increased competition from other voice-based social applications, challenges in achieving effective localization and multilingual support in key growth regions like South Asia, Southeast Asia, and the Middle East, a failure to enrich our platform content with features like AI-Generated Content, or other operational challenges could prevent us from achieving our anticipated growth. Any failure to grow our business as anticipated could adversely affect investor confidence and the market price of our Ordinary Shares.

Risks Related to Doing Business in Certain Countries and Regions

Investments in emerging markets are subject to greater risks than those in more developed markets.

You should also be aware that investments in emerging markets, such as MENA, are subject to greater risks than those in more developed markets, including risks such as:

•        political, social and economic instability;

•        exposure to local economic and social conditions, including cultural and communication challenges;

•        exposure to local political conditions, including political disputes, requirements to expend a portion of funds locally, and government-imposed industrial cooperation requirements, as well as increased risks of fraud and political corruption;

•        exposure to potentially undeveloped legal systems which make it difficult to enforce contractual rights and to potentially adverse changes in laws and regulatory practices, including licensing, approvals, grants, adjudications, and concessions, among others;

•        war, terrorism, rebellion, coup, revolution or similar events;

•        drought, famine, epidemics, pandemics and other complications due to natural or manmade disasters;

•        governments’ actions or interventions, including tariffs, protectionism, subsidies, various forms of exchange controls, expropriation of assets and cancellation of contractual rights;

•        boycotts and embargoes that may be imposed by the international community on countries in which we offer our mobile applications;

•        ambiguities, uncertainties and changes in taxation, licensing and other laws and regulations;

•        arbitrary or inconsistent government action, including capricious application of tax laws and selective tax audits;

•        controls on the repatriation of profits and/or dividends, including the imposition or increase of withholding and other taxes on remittances and other payments by foreign subsidiaries;

•        difficulties and delays in obtaining new permits, licenses and consents for business operations or renewing existing ones;

•        difficulties or an inability to obtain legal remedies in a timely manner;

•        compliance with a variety of US and other foreign laws, including (i) compliance (historical and future) with the requirements of applicable anti-bribery laws, including the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act of 1977; and (ii) compliance (historical and future) with sanctions and export control provisions (including the US Export Administration Regulations) in several jurisdictions, including the European Union, the United Kingdom and the United States; and

•        potential lack of reliability as to title to real property in certain jurisdictions.

Although emerging markets have enjoyed significant economic growth over the last several years, there can be no assurance that such growth will continue. Moreover, while certain governments’ policies have generally resulted in improved economic performance, there can be no assurance that such level of performance can be sustained.

Accordingly, you should exercise particular care in evaluating the risks involved and must decide whether, in the light of those risks, your investment is appropriate. Generally, investment in emerging markets is only suitable for sophisticated investors who fully appreciate the significance of the risks involved.

Our failure to obtain, maintain or renew licenses, approvals, permits, registrations or filings necessary to conduct our operations could have a material adverse impact on our business, financial condition and results of operations.

Regulatory authorities in various jurisdictions oversee different aspects of our business operations. We are required to obtain a number of licenses, approvals, permits, registrations and filings and are subject to certain reporting obligations required for maintaining our subsidiaries and personnel in such jurisdictions. We cannot assure you that we have obtained all of these licenses, approvals, permits, registrations and filings or will continue to maintain or renew all of them or that we have complied with these requirements in full. If we fail to obtain necessary authorizations, we may be subject to various penalties, such as confiscation of illegal revenues, fines and discontinuation or restriction of business operations, which may materially and adversely affect our business, financial condition and results of operations. In addition, there can be no assurance that we will be able to maintain our existing licenses, approvals, registrations or permits in the relevant jurisdictions, renew any of them when their current term expires, or update existing licenses or obtain additional licenses, approvals, permits, registrations or filings necessary for our business expansion from time to time. If we fail to do so, our business, financial conditions and operational results may be materially and adversely affected.

Although all of our operations are conducted outside mainland China, we may also face significant risks and uncertainties associated with the legal system of PRC, which could have a material adverse effect on our business and the value of our Ordinary Shares. Furthermore, changes in the policies, regulations, rules, and the enforcement of laws of the PRC government may also be quick with little advance notice and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain.

All of our operations are conducted outside mainland China, and as of date of this prospectus, we do not have any subsidiaries incorporated in mainland China under the laws of mainland China. However, future laws, rules, and regulations in mainland China may apply to companies operating in Hong Kong, therefore our ability to offer or continue to offer securities to investors could be significantly limited or completely hindered, which could cause the value of our Ordinary Shares to significantly decline or become worthless. Accordingly, to the extent that any PRC law shall be applicable to Hong Kong, the relevant legal and operational risks associated with having operations in the PRC also apply to operations in Hong Kong.

We face various legal, operational, and political risks related to being incorporated in the Cayman Islands while having a significant portion of our operations in Hong Kong. While PRC laws and regulations shall not be applied in Hong Kong or Macau except for those listed in Annex III of the Basic Law, which is confined to laws relating to national defense, foreign affairs and other matters that are not within the scope of autonomy, given Hong Kong’s or Macau’s status as a Special Administrative Region of the PRC, the evolving legal and regulatory landscape creates significant uncertainties. The PRC government may exercise significant oversight and control over the conduct of our business and may intervene in or influence our operations, and the policies, regulations, rules, and the enforcement of laws of the PRC government to which we are subject may change rapidly and with little advance notice to us or our shareholders, which could result in a material change in our operations and may significantly limit or completely hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of the Ordinary Shares to significantly decline or be worthless. As a result, the application, interpretation, and enforcement of new and existing laws and regulations in the PRC and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system are often uncertain. In addition, these laws and regulations may be interpreted and applied inconsistently by different agencies or authorities, and inconsistently with our current policies and practices. As substantially all of our business is operated in Hong Kong, we could be subject to the laws and regulations of the PRC in the future, which can be continuously evolving, new laws, regulations, and other rules in the PRC may also be costly to comply with, and such compliance or any associated inquiries or investigations or any other government actions may:

•        delay or impede our development;

•        result in negative publicity or increase our operating costs;

•        require significant management time and attention; and

•        subject us to remedies, administrative penalties and even criminal liabilities that may harm our business, including fines assessed for our current or historical operations, or demands or orders that we modify or even cease our business practices.

In relation to the oversight of overseas listings by the CSRC, the Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies and its supporting guidelines (collectively, the “Overseas Listing Filing Rules”), which became effective on March 31, 2023, established a filing-based regulatory regime for the direct and indirect overseas listings of “domestic companies.” According to the legal opinion issued by AllBright Law Offices (Fuzhou), our PRC legal counsel, we are not considered a “domestic enterprise” under the Overseas Listing Filing Rules and, consequently, are not required to complete the CSRC filing procedures for this offering. This opinion is based on the understanding that (i) we do not, directly or indirectly, own or control any entity or subsidiary in mainland China; (ii) we are headquartered in Hong Kong and all of our officers are employed by our Hong Kong subsidiary; (iii) the main aspects of the business activities of the Company are not carried out within mainland China and most of our revenues and profits are generated by our Hong Kong subsidiary; and (iv) our offering and listing is not an indirect overseas offering or listing, because the operating revenue, total profit, total assets, or net assets, as documented in our audited consolidated financial statements for the most recent accounting year, accounted for by the mainland China subsidiary are all under 50%. However, we cannot assure you that the relevant PRC governmental authorities, including the CSRC, would reach the same conclusion, or that they would not promulgate new rules or a new interpretation of current rules (with retrospective effect) that would require us to complete such filing procedures. If we were found to be in violation of these rules, we could face severe penalties, including a warning, fines of between RMB 1 million and RMB 10 million, and fines on persons directly in charge and other directly responsible persons, which could materially hinder our operations and cause the value of our Ordinary Shares to decline significantly or become worthless.

Furthermore, in the areas of cybersecurity and data protection, the PRC has enacted a comprehensive legal framework, including the PRC Cybersecurity Law, the Data Security Law, and the Personal Information Protection Law. Specifically, the Cybersecurity Review Measures, which became effective on February 15, 2022, require that a “network platform operator” possessing the personal information of more than one million users must apply for a cybersecurity review with the Cyberspace Administration of China (“CAC”) before pursuing a listing in a foreign country. According to the legal opinion issued by AllBright Law Offices, our PRC data compliance counsel, we believe we are not subject to the cybersecurity review by the CAC for this offering because (i) we have not been identified as a “Critical Information Infrastructure Operator”; (ii) we are not a “network platform operator” engaged in data processing activities that affect or may affect PRC national security; and (iii) we do not possess the personal information of more than one million PRC users. Similarly, our PRC data compliance counsel is of the opinion that we are not subject to the security assessment for outbound data transfer or other requirements stipulated by the CAC. However, we cannot assure you that the CAC would reach the same conclusion, or that the CAC would not promulgate new rules or a new interpretation of current rules (with retrospective effect) that would require us to complete such procedures. If we were found to be in violation of these rules, we could face severe penalties, including a warning, fines, and fines on persons directly in charge and other directly responsible persons, which could materially hinder our operations and cause the value of our Ordinary Shares to decline significantly or become worthless.

Despite these legal opinions, significant uncertainties remain. The PRC regulatory landscape is constantly evolving, and any future changes in laws or their interpretation could subject our company to these or other PRC regulatory requirements. Should we be required to comply with such regulations in the future, we could incur material costs, face restrictions on our operations, or be subject to other penalties, any of which could have a material adverse effect on our business, financial condition, results of operations, and the trading price of our Ordinary Shares.

In the event that (i) the PRC government expands the categories of industries and companies whose foreign securities offerings are subject to review by the PRC governmental authorities that we are required to obtain such permissions or approvals; or (ii) we inadvertently concluded that relevant permissions or approvals were not required or that we did not receive or maintain relevant permissions or approvals required, the legal consequences arising from this could significantly limit or completely hinder our operations, significantly limit or completely hinder our ability to offer our Ordinary Shares to investors and cause the value of such Ordinary Shares to significantly decline or become worthless.

The PRC legal systems are evolving and embody uncertainties which could limit the legal protections available to us. Uncertainties with respect to the PRC legal system, including uncertainties regarding the enforcement of laws, and sudden or unexpected changes in laws and regulations in China could adversely affect us.

Hong Kong is a Special Administrative Region of the PRC. Following British colonial rule from 1842 to 1997, China assumed sovereignty under the “one country, two systems” principle. The Hong Kong Special Administrative Region’s constitutional document, the Basic Law, ensures that the current political situation will remain in effect for 50 years. Hong Kong has enjoyed the freedom to function in a high degree of autonomy for its affairs, including currencies,

immigration and custom, independent judiciary system and parliamentary system. On July 14, 2020, the United States signed an executive order to end the special status enjoyed by Hong Kong post-1997. As the autonomy currently enjoyed were compromised, it could potentially impact Hong Kong’s common law legal system and may in turn bring about uncertainty in, for example, the enforcement of our contractual rights. This could, in turn, materially and adversely affect our business and operation. Additionally, intellectual property rights and confidentiality protections in Hong Kong may not be as effective as in the United States or other countries. Accordingly, we cannot predict the effect of future developments in the Hong Kong legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the pre-emption of local regulations by national laws. These uncertainties could limit the legal protections available to us, including our ability to enforce our agreements with our clients.

By contrast, mainland China’s legal system is a civil law system based on written statutes. Unlike common law systems, it is a system in which prior court decisions have limited value as precedents. Since 1979, the mainland China government has promulgated laws and regulations governing economic matters in general, such as foreign investment, corporate organization and governance, commerce, taxation and trade. In the meantime, recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in mainland China. In particular, because these laws and regulations are relatively new and the limited volume of published cases and their non-binding nature, interpretation and enforcement of these newer laws and regulations involve greater uncertainties than those in jurisdictions available to you. Since the PRC legal system continues to evolve rapidly, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involves uncertainties, which may limit legal protections available to us.

As a result, we cannot predict the effect of future developments in PRC legal system, including the promulgation of new laws, changes to existing laws, or the interpretation or enforcement thereof, or the pre-emption of local regulations by national laws. We may not be aware of our violation of these policies and rules until sometime after the violation. Such uncertainties could adversely affect our business that relates to China or PRC citizens.

Given Hong Kong’s status as a Special Administrative Region of the PRC, the PRC government may intervene or influence our operations at any time, which could result in a material change in our operations and/or the value of our securities.

We are aware that recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in China, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Since these statements and regulatory actions were recent, it is highly uncertain what additional new laws and regulations will be promulgated and what impacts the modified or new laws and regulations will have on our business operations, the ability to accept foreign investments and list on an U.S. or another foreign exchange.

The PRC government may intervene or influence our operations at any time and may exert more control over offerings conducted overseas and foreign investment in Hong Kong-based issuers, which may result in a material change in our operations and/or the value of our Ordinary Shares. For example, there is currently no restriction or limitation under the laws of Hong Kong on the conversion of HK dollar into foreign currencies and the transfer of currencies out of Hong Kong. However, the PRC government may, in the future, impose restrictions or limitations on our ability to move money out of Hong Kong to distribute earnings and pay dividends to and from the other entities within our organization or to reinvest in our business outside of Hong Kong. Such restrictions and limitations, if imposed in the future, may delay or hinder the expansion of our business outside of Hong Kong and may affect our ability to receive funds from Hacker Interstellar HK in Hong Kong. The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavorably impact our ability to conduct our business could require us to change certain aspects of our business to ensure compliance; decrease demand for our products and services; reduce revenues; increase costs; require us to obtain more licenses, permits, approvals, or certificates; or subject us to additional liabilities. To the extent any new or more stringent measures are implemented, our business, financial condition, and results of operations could be adversely affected, and the value of our Ordinary Shares could decrease or become worthless.

The PRC regulatory authorities may also in the future promulgate additional laws, regulations, or implementing rules that require us to obtain regulatory approval from Chinese authorities before listing in the U.S. If we do not receive or maintain such approval, or inadvertently conclude that such approval is not required, or applicable laws, regulations, or

interpretations change such that we are required to obtain approval in the future, we may be subject to an investigation by competent regulators, fines or penalties, or an order prohibiting us from conducting an offering, and these risks could result in a material adverse change in our operations and the value of our ordinary shares, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless. It is highly uncertain what the potential impact such modified or new PRC laws and regulations will have on the Hong Kong legal system, and consequently on the Company’s daily business operation, the ability to accept foreign investments and list on a U.S. exchange. Any actions by the PRC government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China- based issuers could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

Changes in international economic, political or social conditions or government policies could have a material adverse effect on our business and operations.

Political events, international trade disputes and other business interruptions could harm or disrupt international commerce and the global economy, and could have a material adverse effect on our business and that of our customers, service providers and their other partners. International trade disputes could result in tariffs and other protectionist measures, which may materially and adversely affect businesses.

Political uncertainty, such as the recent invasion by Russia in Ukraine, the escalating instability in the Middle East, including recent conflicts involving Iran, and surrounding international trade disputes and their potential of escalation to trade wars and global recession, could have a negative effect on customer confidence on the economy and/or future prospects, which could materially and adversely affect our business; in particular where customers are reluctant to invest in developing or renovating their business premises and/or are pessimistic concerning the property market in general. In such instances, we may have access to fewer business opportunities, and our operations may be negatively impacted as a result. In addition, the current and future actions or escalations by either the United States or China, including those sanctions imposed by the United States and other countries on Russia, and that affect trade relations may possibly cause global economic turmoil and potentially have a negative impact on the financial condition of our customers. We cannot provide any assurances as to whether such actions will occur or the form that they may take.

Changes in the labor laws in Hong Kong may impose additional costs on us and any failure to comply with the labor laws could have a material adverse effect on our business and operations.

As we carry on business and entered into employment contracts with our employees in Hong Kong, we are required by the laws and regulations of Hong Kong to maintain various employee benefits, including but not limited to mandatory provident fund scheme and work-related injury insurance, and to provide statutorily required paid sick leave, annual leave and maternity leave, and pay severance payments or long service payments for our employees. The relevant government department may examine whether an employer has complied with such requirements, and those employers who fail to comply may commit a criminal offence and may be subject to fines and/or imprisonment, and could have material adverse effect on our business, financial condition, results of operations, and reputation. Furthermore, any change in the labor laws in Hong Kong may impose additional costs on us, and affect our financial condition and operating results accordingly.

You may have difficulty enforcing judgments and civil liabilities against us and our management named in the prospectus based on foreign laws.

We are an exempted company incorporated under the laws of the Cayman Islands, and we conduct all of our operations through our Hong Kong subsidiary in Hong Kong and other Operating Emerging Markets. In addition, a majority of our directors and executive officers reside outside the United States, and a substantial portion of our assets and their assets are located outside the United States. As a result, it may be difficult or impossible for you or other shareholders to effect service of process within the United States upon us or these persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the federal securities laws of the United States or the securities laws of any state in the United States.

You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or our management named in the prospectus, as judgments entered in the United States can be enforced in Hong Kong only at common law. If you want to enforce a judgment of the United States in

Hong Kong, it must be a final judgment conclusive upon the merits of the claim, for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges, the proceedings in which the judgment was obtained were not contrary to natural justice, and the enforcement of the judgment is not contrary to public policy of Hong Kong. Such a judgment must be for a fixed sum and must also come from a “competent” court as determined by the private international law rules applied by the Hong Kong courts. For more information regarding the relevant laws of Hong Kong, see “Enforceability of Civil Liabilities.”

You may also have difficulties in protecting your interests as a shareholder. The SEC, U.S. Department of Justice, and other U.S. authorities may also have substantial difficulties in bringing and enforcing actions against us and our management in Hong Kong. Legal and other obstacles may make it difficult for U.S. authorities to obtain information needed for investigations or litigation, or to gain access to funds outside the United States. Additionally, public shareholders investing in our Ordinary Shares have limited rights and fewer practical remedies in the jurisdictions where we operate. Shareholder claims that are common in the United States, including securities class actions and derivative actions, are generally difficult or impossible to pursue as a matter of law or practicality in Hong Kong and the Cayman Islands. As a result of all of the above, your ability to protect your interests through actions against us or our management may be limited, and your investment may be subject to a higher degree of risk.

The Company may rely on dividends and other distributions on equity paid by our operating subsidiary to fund its cash and financing requirements it may have, and our operating subsidiary may rely on capital injections or transfers from the Company in relation to the same. Any restrictions, prohibitions, interventions or limitations on the ability of the Company or our operating subsidiary to transfer cash or assets in or out of Hong Kong may result in these funds or assets not being available to fund relevant operations or capital requirements which may have a material and adverse effect on our business.

We are a Cayman Islands holding company and, other than external financing, we rely principally on dividends and other distributions on equity from our Hong Kong operating subsidiary for cash requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and for services of any debt we may incur on a timely basis. Within our structure, funds from foreign investors can be directly transferred to our operating subsidiary by way of capital injection or in the form of a shareholder loan from the Company following this offering. We are permitted under the laws of the Cayman Islands and our memorandum and articles of association (as amended and/or restated from time to time) to provide funding to our operating subsidiary incorporated in Hong Kong through loans and/or capital contributions. Our operating subsidiary is permitted under the laws of Hong Kong (which maintains a policy of free capital movement with no foreign exchange controls) to issue cash dividends to us without limitation on the size of such dividends, subject to the requirement that such distribution of dividends may only be made out of its profits available for distribution; however, to the extent that cash is in our operating subsidiary, if any future laws or regulations of the PRC or Hong Kong impose restrictions and limitations on the ability of our operating subsidiary to transfer cash, the funds may not be available to fund our operations or for other uses outside of Hong Kong.

In addition, (i) if our operating subsidiary incurs debt on its own behalf, the instruments governing such debt may restrict its ability to pay dividends; and (ii) the ability to transfer funds and capital may be subject to, inter alia, compliance with applicable anti-money laundering and counter-terrorist financing obligations, sanctions law and other requirements, the interpretation, implementation and enforcement of which may be complicated by geopolitical tensions and exposures of financial intermediaries involved. Any restrictions, prohibitions, interventions or limitations on the ability of the Company or our operating subsidiary to transfer cash or assets may result in these funds or assets not being available to fund relevant operations or capital requirements, which may materially and adversely limit the ability to grow, make investments or acquisitions that could be beneficial to the businesses, pay dividends or otherwise fund and conduct our business.

Fluctuations in exchange rates could have a material and adverse effect on our results of operations and the value of your investment.

Our reporting currency is U.S. dollar. While our Hong Kong operating entity maintains its books in U.S. dollar, users in various local markets pay for our services in the respective local currencies — such as Egyptian Pounds (“EGP”) — through third-party platforms. These third-party platforms convert the local currencies into U.S. dollar before remitting the funds to us. As a result, we are exposed to foreign exchange risk arising from the conversion of these local currencies into U.S. dollar. Due to timing differences between the recognition of revenue and the conversion of local currency into U.S. dollar, we may experience foreign exchange gains or losses. If any

of these local currencies depreciate against the U.S. dollar, the value of our revenues generated from those areas, earnings and assets as expressed in our U.S. dollar financial statements will decline. We have not entered into any hedging transactions in an effort to reduce our exposure to foreign exchange risk.

Trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it is unable to inspect or investigate completely our auditor, and as a result, U.S. national securities exchanges, such as Nasdaq, may determine to delist our securities. The delisting of the Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment.

Our independent registered public accounting firm is HTL International, LLC, which is headquartered in Houston, Texas, USA. As a U.S.-based public accounting firm registered with the PCAOB, HTL International, LLC is subject to regular inspection by the PCAOB to assess its compliance with U.S. laws and professional standards. Therefore, we do not expect to be identified as a “Commission-Identified Issuer” under the HFCAA based on the PCAOB’s inability to inspect or investigate completely our current auditor.

While the PCAOB has in the past made determinations regarding its ability to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, including issuing negative determinations in 2021 which were subsequently vacated in December 2022 after the PCAOB secured access to inspect and investigate, these specific past determinations do not directly apply to our current U.S.-based auditor.

However, U.S. regulatory authorities have continued to express their concerns about challenges in their oversight of financial statement audits of U.S.-listed companies with significant operations in China, including Hong Kong. The trading price of our Ordinary Shares could still be adversely affected by broader market concerns about the PCAOB’s access to inspect audit firms in certain jurisdictions, particularly if investors associate our Company with such risks due to our significant operations in Hong Kong.

Furthermore, while the PCAOB secured access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong in December 2022, whether it will continue to be able to do so satisfactorily is subject to uncertainty and depends on a number of factors out of our, and our auditor’s, control. The PCAOB is required under the HFCAA to make its determination on an annual basis. If, in the future, we were to change our auditor and engage an auditor that the PCAOB is unable to inspect or investigate completely, and this situation persists for two consecutive years, we would be identified as a “Commission-Identified Issuer” under the HFCAA following the filing of the annual report for the relevant fiscal year. If we were so identified for two consecutive years, trading in our securities on U.S. markets would be prohibited under the HFCAA, and Nasdaq or any other U.S. exchange on which our securities are listed may determine to delist our securities.

Evolving international trade and foreign investment laws, driven by geopolitical tensions, may adversely affect our operations, access to capital, and growth prospects.

As a global business with significant operations in Hong Kong, we face risks associated with heightened geopolitical tensions between major powers. These tensions have led to a complex and evolving landscape of international trade and investment regulations, which could materially and adversely affect our business.

Recently, significant trade actions, including multiple rounds of substantial tariffs and counter-tariffs, have been implemented or proposed by major economies, notably involving the United States and China, covering a wide range of goods. In January 2025, during the initial days of U.S. President Trump’s second term, the U.S. announced the imposition of additional substantial tariffs on imports from various countries, including China, Canada and Mexico, and the subject countries have imposed or indicated their intention to impose counter measures. In February 2025, the U.S. imposed tariffs of 10% on all imported goods from China, followed by an additional 10% tariff in March 2025. The U.S. also imposed a 25% tariff on all steel and aluminum imports, beginning in March 2025. On February 13, 2025, President Trump ordered his trade advisers to come up with “reciprocal” tariffs on U.S. trade partners to retaliate against taxes, tariffs, regulations and subsidies and on April 2, 2025, announced new tariffs on many U.S. trading partners, including a universal baseline tariff of 10% on all imported goods, and country specific tariffs such as an additional 34% tax on imports from China (leading to an effective rate of 54% when combined with existing tariffs) and 20% on products from the E.U. Specific products that are being tariffed, such as automobiles, were to be exempted from the new tariffs, and tariffs on products such as pharmaceutical drugs were to be announced at a

later date. Following a period of market turbulence, on April 9, 2025, President Trump announced a 90-day pause to the tariffs announced on April 2, 2025 for most countries. Countries subject to the pause on the tariffs are still to be subject to the baseline 10% tariff. This consequently lowers the tariff rate for the E.U., Japan, and South Korea, among other countries. However, U.S. President Trump announced an increased tariff rate against Chinese imports of a minimum 145%. These trade disputes have also involved other restrictive measures such as export controls on critical materials, investigations into business practices, and the designation of certain entities as restricted. While there have been periods of intense escalation, there have also been attempts at de-escalation and negotiation, though the long-term stability and trajectory of such trade relations remain uncertain and subject to rapid changes based on policy shifts. Historically, tariffs have led to increased trade and political tensions, between the U.S. and China, as well as between the U.S. and other countries. Political tensions as a result of trade policies could reduce trade volume, cross-border investment, technological exchange, and other economic activities between major economies, resulting in a material adverse effect on global economic conditions and the stability of global financial and stock markets. Moreover, the heightened geopolitical uncertainty and potential for further escalation may discourage investments in securities issued by China-based issuers (including us) and affect the global macroeconomic environment. For example, it has been reported that the U.S. administration may consider imposing further restrictions or prohibitions on trading of Chinese securities. Although cross-border trade is not our principal business, any such geopolitical developments could materially and adversely affect our overall financial performance and prices of our Ordinary Shares.

Furthermore, such tensions may lead to consumer boycotts, increased security measures, and travel restrictions, all of which could negatively affect our ability to conduct business and expand into new markets. Any restrictions on international trade and capital flows may have a negative impact on our ability to access capital, procure raw materials, and expand our operations. As a result, any of these events could have a material adverse effect on our business, financial condition, and results of operations.

Separately, we may also be subject to review and enforcement under domestic and foreign laws that screen foreign investment and acquisitions. In both the U.S. and non-U.S. jurisdictions, these regulatory requirements may treat companies differently based on the type of company in question and investor profile in the company. As a result of these laws, investments by particular investors may need to be filed with local regulators, which in turn may impose added costs on our business, impact our operations, and/or limit our ability to engage in strategic transactions that might otherwise be beneficial to us and our investors. These laws are also regularly changed and updated. For example, recently the Office of Investment Security of the U.S. Department of the Treasury issued a final rule (the “Outbound Investment Rule”) to implement the Executive Order 14105, which provided for the establishment of a new national security regulatory framework to control outbound investment from the United States in certain sensitive industry sectors in the People’s Republic of China, including Hong Kong and Macau. The Outbound Investment Rule took effect in January 2025 and restricts U.S. persons’ direct and indirect investment into companies with specified connections to China that engage in specified “Covered Activities” within three areas of technology: semiconductors and microelectronics, quantum information technologies, and artificial intelligence systems. Notably, President Trump issued the America First Trade Policy Memorandum on February 20, 2025, which proposes to further expand the set of technologies of concern. These rules may limit our ability to engage in certain kinds of business operations; they may also limit our ability to raise capital from U.S. and other sources if we engage in the development of such technologies of concern. Continuing changes in both U.S. and non-U.S. jurisdictions to foreign investment laws and rules could adversely affect our strategic initiatives, financial performance, and growth prospects.

Risks Related to Offering and Ownership of Ordinary Shares

We will be subject to changing laws, rules and regulations in the U.S. regarding regulatory matters, corporate governance and public disclosure that will increase both our costs and the risks associated with non-compliance.

Following this offering, we will be subject to rules and regulations by various governing bodies and self-regulatory organizations, including, for example, the SEC and The Nasdaq Stock Market, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.

Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.

Our management team has limited experience managing a public company listed in the U.S.

Most members of our management team have not previously served as management of a publicly traded company on a U.S. stock exchange and may not have experience complying with the increasingly complex laws pertaining to such public companies. Our management team may not successfully or efficiently manage a public company that is subject to significant regulatory oversight and reporting obligations under the U.S. federal securities laws as well as the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from our management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business and financial performance.

Our chief executive officer is also our principal shareholder. He has substantial influence over our company. His interests may not be aligned with the interests of our other shareholders, and he could prevent or cause a change of control or other transactions.

As of the date of this prospectus, our founder and chief executive officer, Mr. Chen Yukun, beneficially owns approximately [•]% of our then-issued and outstanding Ordinary Shares and will be able to exercise approximately [•]% of the total voting power of our issued and outstanding Ordinary Shares immediately after the consummation of this offering, assuming the underwriters do not exercise their option to purchase additional Ordinary Shares.

Accordingly, Mr. Chen Yukun could have significant influence in determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, the election of directors and other significant corporate actions. Without the consent of our largest shareholder, we may be prevented from entering into transactions that could be beneficial to us or our minority shareholders. In addition, our directors and officers could violate their fiduciary duties by diverting business opportunities from us to themselves or others. The interests of our largest shareholder may differ from the interests of our other shareholders. The concentration in the ownership of our Ordinary Shares may cause a material decline in the value of our Ordinary Shares. For more information regarding our principal shareholder, see “Principal Shareholders.”

We are a “foreign private issuer” and, as a result, will not be subject to U.S. proxy rules and will be subject to more lenient and less frequent Exchange Act reporting obligations than a U.S. issuer.

Because we qualify as a foreign private issuer under the Exchange Act, we are exempted from certain provisions of the Exchange Act that are applicable to U.S. public companies, including:

•        the sections of the Exchange Act that regulate the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;

•        the sections of the Exchange Act that require insiders to file public reports of their stock ownership and trading activities and impose liability on insiders who profit from trades made in a short period of time; and

•        the rules under the Exchange Act that require the filing of quarterly reports on Form 10-Q containing unaudited financial and other specified information and current reports on Form 8-K upon the occurrence of specified significant events.

In addition, foreign private issuers are not required to file their annual report on Form 20-F until 120 days after the end of each fiscal year, while U.S. domestic issuers that are not large accelerated filers or accelerated filers are required to file their annual report on Form 10-K within 90 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation FD, aimed at preventing issuers from making selective disclosures of material information. As a result, you may not have the same protections afforded to shareholders of companies that are not foreign private issuers. In addition, our officers, directors and principal shareholders are exempt from the

reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules thereunder. Therefore, our shareholders may not know on a timely basis when our officers, directors and principal shareholders purchase or sell our Ordinary Shares.

Even if we cease to be a foreign private issuer in the future, for as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies.

In April 2012, President Obama signed into law the JOBS Act. We are classified as an “emerging growth company” under the JOBS Act. For as long as we are an emerging growth company, which may be up to five full fiscal years, unlike other public companies, we will not be required to, among other things, (i) provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act, (ii) comply with any new requirements adopted by the PCAOB requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer, (iii) provide certain disclosure regarding executive compensation required of larger public companies or (iv) hold nonbinding advisory votes on executive compensation. We will remain an emerging growth company for up to five years, although we will lose that status sooner if we have more than $1.235 billion of revenues in a fiscal year, have more than $700 million in market value of our Shares held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three-year period.

We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under §107 of the JOBS Act. To the extent that we rely on any of the exemptions available to emerging growth companies, you will receive less information about our executive compensation and internal control over financial reporting than issuers that are not emerging growth companies. If some investors find our Ordinary Shares to be less attractive as a result, there may be a less active trading market for our Ordinary Shares and our share price may be more volatile.

As an exempted company incorporated in the Cayman Islands, we may adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq corporate governance listing standards.

As an exempted company incorporated in the Cayman Islands that is listed on Nasdaq, we are subject to Nasdaq corporate governance listing standards. However, Nasdaq rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands which is our home country, may differ significantly from Nasdaq corporate governance listing standards, including, but not limited to, board of directors independent requirements, director nomination procedures and compensation committee matters. We intend to comply with all of the rules generally applicable to U.S. domestic companies listed on the Nasdaq. We may in the future decide to use the foreign private issuer exemption with respect to some or all of the other Nasdaq corporate governance rules. We also intend to comply with Cayman Islands corporate governance requirements under the Companies Act applicable to us at the same time. If we rely on our home country corporate governance practices in lieu of certain of the rules of Nasdaq, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq. We may utilize these exemptions for as long as we continue to qualify as a foreign private issuer. We may follow our home country law instead of the Nasdaq listing rules that require us to obtain shareholder approval for certain dilutive events, such as certain transactions other than a public offering involving issuances of a 20% or greater interest in the Company, and acquisitions of the stock or assets of another Company. As a result, our shareholders may be afforded less protection than they otherwise would enjoy under Nasdaq corporate governance listing standards applicable to U.S. domestic issuers.

We are an “emerging growth company” under the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our Ordinary Shares less attractive to investors.

We are an “emerging growth company” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act.

In addition, § 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the extended transition period for complying with new or revised accounting standards.

We will remain an “emerging growth company” until the last day of the fiscal year following the fifth anniversary of the date of the first sale of our shares pursuant to an effective registration statement under the Securities Act, although we will lose that status sooner if our revenue exceeds $1.235 billion, if we issue more than $1 billion in non-convertible debt in a three-year period, or if the market value of our shares that is held by non-affiliates exceeds $700 million as of the last day of our most recently completed second fiscal quarter.

We cannot predict if investors will find our Ordinary Shares less attractive because we may rely on these exemptions. If some investors find our Ordinary Shares less attractive as a result, there may be a less active trading market for our Ordinary Shares and our stock price may be more volatile. In addition, taking advantage of reduced disclosure obligations may make comparison of our financial statements with other public companies difficult or impossible. If investors are unable to compare our business with other companies in our industry, we may not be able to raise additional capital as and when we need it, which may materially and adversely affect our financial condition and results of operations.

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.

We are an exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our post-offering memorandum and articles of association, the Companies Act (Revised) of the Cayman Islands and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States and some states (such as Delaware) have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to obtain copies of the register of members or corporate records of the company (other than the memorandum and articles of associations, our register of mortgages and charges and special resolutions of our shareholders). They will, however, have such rights as may be set out in the company’s articles of association. A Cayman Islands exempted company may maintain its principal register of members and any branch registers in any country or territory, whether within or outside the Cayman Islands, as the company may determine from time to time. There is no requirement for an exempted company to make any returns of members to the Registrar of Companies in the Cayman Islands. The names and addresses of the members are, accordingly, not a matter of public record and are not available for public inspection. However, an exempted company shall make available at its registered office, in electronic form or any other medium, such register of members, including any branch register of member, as may be required of it upon service of an order or notice by the Tax Information Authority pursuant to the Tax Information Authority Act

(2013 Revision) of the Cayman Islands. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

An active trading market for our Ordinary Shares or our Ordinary Shares may not develop, or if it does, be sustained, and the trading price for our Ordinary Shares may fluctuate significantly.

Prior to this offering, there has not been a public market for our Ordinary Shares. We cannot assure you that a liquid public market for our Ordinary Shares will develop or if it does, be sustained. If an active public market for our Ordinary Shares does not develop or continue following the completion of this offering, the market price and liquidity of our Ordinary Shares may be materially and adversely affected. The public offering price for our securities in this offering was determined by negotiation between us and the underwriters based upon several factors, and we can provide no assurance that the trading price of our Ordinary Shares after this offering will not decline below the public offering price. As a result, investors in our securities may experience a significant decrease in the value of their Ordinary Shares.

The trading price of our Ordinary Shares may be volatile, which could result in substantial losses to investors.

The trading price of our Ordinary Shares may be volatile and could fluctuate widely due to factors beyond our control. This may happen because of the broad market and industry factors, like the performance and fluctuation of the market prices of other companies with business operations located mainly in China, including Hong Kong, that have listed their securities in the United States. A number of Chinese companies have listed or are in the process of listing their securities on U.S. stock markets. The securities of some of these companies have experienced significant volatility, including price declines in connection with their initial public offerings. The trading performances of these companies’ securities after their offerings may affect the attitudes of investors toward Chinese companies listed in the United States in general and consequently may impact the trading performance of our Ordinary Shares, regardless of our actual operating performance.

In addition to market and industry factors, the price and trading volume for our Ordinary Shares may be highly volatile for factors specific to our own operations, including the following:

•        variations in our revenues, earnings, cash flow and data related to our user base or user engagement;

•        announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors;

•        announcements of new product and service offerings, solutions and expansions by us or our competitors;

•        changes in financial estimates by securities analysts;

•        detrimental adverse publicity about us or our industry;

•        additions or departures of key personnel;

•        release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; and

•        potential litigation or regulatory investigations.

Any of these factors may result in large and sudden changes in the volume and price at which our Ordinary Shares will trade.

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

In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

Furthermore, since this offering is being conducted on an underwritten basis and the actual public offering price per share were determined by and among the underwriters, the purchasers, and us at the time of pricing and, as is typical, may be at a discount to the then-current, per-share market price of our Ordinary Shares, these factors may also negatively affect the market price of our Ordinary Shares.

Future issuances of our Ordinary Shares may be dilutive to the voting power of our Ordinary Shareholders.

Future issuances of our Ordinary Shares, which can be approved by our board of directors, could result in dilution to existing holders of our Ordinary Shares. Such issuances, or the perception that such issuances may occur, could depress the market price of our Ordinary Shares.

If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding our Ordinary Shares, the market price for our Ordinary Shares and trading volume could decline.

The trading market for our Ordinary Shares will be influenced by research or reports that industry or securities analysts publish about our business. If one or more analysts who cover us downgrade our Ordinary Shares, the market price for our Ordinary Shares would likely decline. If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the market price or trading volume for our Ordinary Shares to decline.

The sale or availability for sale of substantial amounts of our Ordinary Shares could adversely affect their market price.

Sales of substantial amounts of our Ordinary Shares in the public market after the completion of this offering, or the perception that these sales could occur, could adversely affect the market price of our Ordinary Shares and could materially impair our ability to raise capital through equity offerings in the future. As of the date of this prospectus, we had [•] Ordinary Shares outstanding. The Ordinary Shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, and shares held by our existing shareholders may also be sold in the public market in the future subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and the applicable lock-up agreements. There will be [•] Ordinary Shares outstanding immediately after this offering, assuming no exercise of the related over-allotment option. In connection with this offering, our directors and officers named in the section “Management,” and certain shareholders have agreed not to sell any Shares until 180 days after the date of this prospectus without the prior written consent of the representative, subject to certain exceptions. We cannot predict what effect, if any, market sales of securities held by our significant shareholders or any other shareholder or the availability of these securities for future sale will have on the market price of our Ordinary Shares. See “Plan of Distribution” and “Shares Eligible for Future Sale” for a more detailed description of the restrictions on selling our securities after this offering.

Techniques employed by short sellers may drive down the market price of the Ordinary Shares.

Short selling is the practice of selling securities that the seller does not own but rather has borrowed from a third party with the intention of buying identical securities back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the security to decline, many short sellers publish, or arrange for the publication of, negative opinions and allegations regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling a security short. These short attacks have, in

the past, led to selling of shares in the market. If we were to become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we could have to expend a significant amount of resources to investigate such allegations and/or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable state law or issues of commercial confidentiality.

Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Ordinary Shares for return on your investment.

We currently intend to retain all of our available funds and any future earnings to fund the development and growth of our Group’s business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our Ordinary Shares as a source for any future dividend income.

Our board of directors has complete discretion as to whether to distribute dividends. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our Ordinary Shares will likely depend entirely upon any future price appreciation of our Ordinary Shares. There is no guarantee that our Ordinary Shares will appreciate in value in the future or even maintain the price at which you purchased our Ordinary Shares. You may not realize a return on your investment in our Ordinary Shares and you may even lose your entire investment.

Because our public offering price is substantially higher than our net tangible book value per share, you will experience immediate and substantial dilution.

This dilution results from the fact that the assumed initial public offering price per Ordinary Share is substantially in excess of the pro forma as adjusted net tangible book value per Ordinary Share attributable to our existing shareholders, calculated after giving effect to (i) the repurchase of an aggregate of 1,212,122 Series B preferred shares and 2,374,844 Series C preferred shares for a total of US$27,997,737 in cash in April and May 2025, and (ii) the automatic conversion of all of our issued and outstanding preferred shares and series seed shares into Ordinary Shares immediately prior to the completion of this offering. If you purchase Ordinary Shares in this offering at an assumed public offering price of US$[•] per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, you will suffer an immediate and substantial dilution of approximately US$[•] per share. This represents an immediate increase in pro forma net tangible book value of $[•] per Ordinary Share to existing shareholders and an immediate dilution in pro forma net tangible book value of $[•] per Ordinary Share to you, assuming no exercise of the over-allotment option by the underwriters. See “Dilution” for a more complete description of how the value of your investment in our Ordinary Shares will be diluted upon the completion of this offering.

You must rely on the judgment of our management as to the use of the net proceeds from this offering, and such use may not produce income or increase our share price.

We plan to use the net proceeds of this offering for specific purposes, primarily for the research and development of our AI agent products, as well as for marketing activities and the development of other digital technologies. See “Use of Proceeds.” However, our management will have significant flexibility and discretion in the application of the net proceeds received by us. Our management may, if unforeseen events occur or business conditions change, use the proceeds of this offering differently than as described in this prospectus. You will not have the opportunity, as part of your investment decision, to assess whether proceeds are being used appropriately. Consequently, the net proceeds may be used for corporate purposes that do not improve our efforts to achieve or maintain profitability or increase our share price. Furthermore, any net proceeds from this offering that are not immediately applied for the purposes described above may be placed in short-term investments that do not produce significant income or that lose value.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and uncertainties. Many of the forward-looking statements contained in this prospectus can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate,” and “potential,” among others.

Forward-looking statements appear in a number of places in this prospectus and include, but are not limited to, statements regarding our intent, belief, or current expectations. These statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to, those described under the section entitled “Risk Factors” in this prospectus. These risks and uncertainties include factors relating to:

•        Our mission, goals, and strategies;

•        Our future business development, financial condition, and results of operations;

•        The regulatory environment and government policies in the jurisdictions where we operate, particularly in Hong Kong the United States;

•        The impact of geopolitical tensions and international trade policies on our business, supply chain, and access to technology;

•        Our ability to develop, protect, and enforce our intellectual property rights;

•        Our ability to manage our growth effectively and expand our operations globally;

•        Competition in our industry;

•        Our ability to attract and retain qualified management and key employees;

•        Our capital requirements and our expectations regarding the use of proceeds from this offering;

•        General economic and business conditions in Hong Kong, China and globally; and

•        Other risks and uncertainties described in the “Risk Factors” section of this prospectus.

Forward-looking statements speak only as of the date they are made. You should not place undue reliance on these forward-looking statements. We do not undertake any obligation to update or revise the forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. In light of these risks, uncertainties, and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

ENFORCEABILITY OF CIVIL LIABILITIES

Hacker Interstellar is incorporated under the laws of the Cayman Islands because of certain benefits associated with being a Cayman Islands exempted company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services. However, the Cayman Islands has a less developed body of securities laws than the United States and provides less protection for investors. In addition, Cayman Islands companies may not have standing to sue before the federal courts of the United States.

All of our assets are located outside the United States. In addition, a majority of our directors and officers are nationals or residents of jurisdictions other than the United States and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against us or these persons in the United States or to enforce against us or them a judgment obtained in U.S. courts. Furthermore, there is substantial uncertainty as to whether the courts of the Cayman Islands, Hong Kong, or the PRC would recognize or enforce judgments of U.S. courts obtained against us or our directors and officers predicated upon the civil liability provisions of the securities laws of the United States, or entertain original actions brought in those jurisdictions against us or our directors and officers predicated upon the securities laws of the United States.

We have appointed [•], located at [•] as our agent to receive service of process with respect to any action brought against us in the U.S. District Court for the Southern District of New York in connection with this offering under the federal securities laws of the United States or the securities laws of any State in the United States or any action brought against us in the Supreme Court of the State of New York in the County of New York in connection with this offering under the securities laws of the State of New York.

We have been advised by Harney Westwood & Riegels that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), the Grand Court of the Cayman Islands will at common law enforce final and conclusive in personam judgments of state and/or federal courts of the United States of America, or the “Foreign Court”, of a debt or definite sum of money against the company (other than a sum of money payable in respect of taxes or other charges of a like nature, a fine or other penalty (which may include a multiple damages judgment in an anti-trust action) or where enforcement would be contrary to public policy). The Grand Court of the Cayman Islands may also at common law enforce final and conclusive in personam judgments of the Foreign Court that are non-monetary against the company, for example, declaratory judgments ruling upon the true legal owner of shares in a Cayman Islands company. The Grand Court of the Cayman Islands will exercise its discretion in the enforcement of non-money judgments by having regard to the circumstances, such as considering whether the principles of comity apply. To be treated as final and conclusive, any relevant judgment must be regarded as res judicata by the Foreign Court. A debt claim on a foreign judgment must be brought within six years of the date of the judgment, and arrears of interest on a judgment debt cannot be recovered after six years from the date on which the interest was due. The courts of the Cayman Islands are unlikely to enforce a judgment obtained from the Foreign Court under civil liability provisions of U.S. federal securities law if such a judgment is found by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature. Such a determination has not yet been made by the Grand Court of the Cayman Islands. A court of the Cayman Islands may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. A judgment entered in default of appearance by a defendant who has had notice of the Foreign Court’s intention to proceed may be final and conclusive notwithstanding that the Foreign Court has power to set aside its own judgment and despite the fact that it may be subject to an appeal the time-limit for which has not yet expired. The Grand Court of the Cayman Islands may safeguard the defendant’s rights by granting a stay of execution pending any such appeal and may also grant interim injunctive relief as appropriate for the purpose of enforcement.

According to our legal counsel as to Hong Kong law, Chen & Lee Law Office, there is currently no arrangement providing for the reciprocal enforcement of judgements between Hong Kong and the United States. As such, judgments obtained from a court in the United States cannot be directly registered for enforcement in the courts of Hong Kong. However, under Hong Kong common law, a foreign judgment obtained against the Company may itself form the basis of a cause of action against the Company in the courts of Hong Kong, since such a foreign judgment may be regarded as creating a debt between the relevant parties. In a common law action for enforcement of a foreign judgment, the enforcement will be subject to acceptance of Hong Kong courts of jurisdiction and various conditions; in particular, the proceeding pursuant to which judgment was obtained must be commenced within six years from the date of judgment and the judgment creditor has to prove that, inter alia, (a) the judgment is in personam; (b) the judgment is in the nature of a monetary award in respect of a

definite or fixed sum of money (i.e. not being a sum payable in respect of taxes or other charges of a like nature or in respect of a fine or another penalty); (c) the judgment is final and conclusive on the merits of the claim and has not been stayed or satisfied in full; and (d) the judgement is from a competent court (as determined by the private international law rules applied by the Hong Kong courts). The defenses available to the defendant in a common law action for enforcement of a foreign judgment include, inter alia, breach of natural justice, fraud and contrary to public policy of Hong Kong. In order to enforce the foreign judgement at common law, new proceedings may need to be initiated in Hong Kong by the judgment creditor issuing and serving a writ of summons on the judgment debtor, attaching the foreign judgment as proof of the debt.

As Hong Kong has no arrangement for the reciprocal enforcement of judgments with the United States, and due to the foregoing conditions and requirements regarding the enforcement of foreign judgments that do not fall within statutory registration scheme for foreign judgments in Hong Kong, there is uncertainty as to the enforceability in Hong Kong, in original actions or in actions for enforcement, of judgments of United States courts including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state or territory in the United States.

AllBright Law Offices (Fuzhou), our counsel as to PRC law, has advised us that the recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedure Law. PRC courts may recognize and enforce foreign judgments under certain circumstances in accordance with the requirements of the PRC Civil Procedure Law. AllBright Law Offices (Fuzhou) has advised us further that under PRC law, a foreign judgment that does not otherwise violate basic legal principles, state sovereignty, safety or social public interest may be recognized and enforced by a PRC court, based either on bilateral treaties or international conventions contracted by China and the country where the judgment is made or on reciprocity between jurisdictions. As there currently exists no bilateral treaty, international convention or other form of reciprocity between China and the United States governing the recognition of judgments, including those predicated upon the liability provisions of the U.S. federal securities laws, there is no guarantee that a PRC court would enforce judgments rendered by U.S. courts. In addition, PRC courts are unlikely to accept jurisdiction over an original action brought against us or our management based on alleged violations of U.S. federal securities laws.

USE OF PROCEEDS

Based upon an assumed initial public offering price of $[•] per Ordinary Share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, we estimate that we will receive net proceeds from this offering, after deducting the estimated underwriting discounts and the estimated offering expenses payable by us, of approximately $[•] if the underwriters do not exercise their over-allotment option, and $[•] if the underwriters exercise their over-allotment option in full.

We plan to use the net proceeds we receive from this offering for the following purposes:

•        $[•], which is expected to be approximately 50% of the net proceeds, for research and development of our AI agent products, including further development of our core AI algorithms, expansion of our R&D team, and product testing and iteration;

•        $[•], which is expected to be approximately 30% of the net proceeds, for promotional and marketing activities to increase brand awareness and user acquisition;

•        $[•], which is expected to be approximately 20% of the net proceeds, for research and development of other digital technologies and products.

The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this offering. If the net proceeds from this offering are not sufficient to fund all of the described purposes, we will first allocate proceeds to the research and development of our AI agent products, followed by promotional and marketing activities, and lastly to the research and development of other digital technologies and products. Our management, however, will have significant flexibility and discretion to apply the net proceeds of this offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering differently than as described in this prospectus. While we believe the net proceeds from this offering, together with our existing cash and cash equivalents, will be sufficient to accomplish the purposes described above, and do not anticipate that any material amounts of other funds, beyond our existing cash and cash equivalents, will be necessary to accomplish these specific objectives, we may require additional capital in the future to pursue more aggressive expansion, respond to competitive pressures, or acquire complementary businesses or technologies.

To the extent that the net proceeds we receive from this offering are not immediately used for the above purposes, we intend to invest our net proceeds in short-term, interest-bearing bank deposits or debt instruments.

DIVIDEND POLICY

We have not previously declared or paid any cash dividend or dividend in kind, and we have no plan to declare or pay any dividends in the near future on our Ordinary Shares. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

We are a holding Company incorporated in the Cayman Islands. We rely principally on dividends from our Hong Kong operating subsidiary for our cash requirements, including any payment of dividends to our shareholders. Hong Kong regulations may restrict the ability of our Hong Kong operating subsidiary to pay dividends to us. See “Risk Factors — Risks Related to Doing Business in Certain Countries and Regions — The Company may rely on dividends and other distributions on equity paid by our operating subsidiary to fund its cash and financing requirements it may have, and our operating subsidiary may rely on capital injections or transfers from the Company in relation to the same. Any restrictions, prohibitions, interventions or limitations on the ability of the Company or our operating subsidiary to transfer cash or assets in or out of Hong Kong may result in these funds or assets not being available to fund relevant operations or capital requirements which may have a material and adverse effect on our business.”

The declaration, amount, and payment of any future dividends will be at the sole discretion of our board of directors, subject to compliance with applicable Cayman Islands laws regarding solvency. Our board of directors will take into account general economic and business conditions; our financial condition and results of operations; our available cash and current and anticipated cash needs; capital requirements; contractual, legal, tax, and regulatory restrictions; and other implications on the payment of dividends by us to our shareholders or by our subsidiaries to us, and such other factors as our board of directors may deem relevant.

Subject to the Companies Act and our post-offering memorandum and articles of association, our Company in general meeting may declare dividends in any currency to be paid to the members but no dividend shall be declared in excess of the amount recommended by our board of directors. Subject to a solvency test, as prescribed in the Companies Act, and the provisions, if any, of our post-offering memorandum and articles of association, a company may pay dividends and distributions out of its share premium account. In addition, based upon English case law which is likely to be persuasive in the Cayman Islands, dividends may be paid out of profits.

CAPITALIZATION

The following table sets forth our capitalization as of June 30, 2025:

•        on an actual basis;

•        on a pro forma basis to give effect to (i) the automatic conversion or re-designation, as the case may be, of all of the issued and outstanding preferred shares and series seed shares on a one-for-one basis into Ordinary Shares immediately prior to the completion of this offering; and

•        on a pro forma as adjusted basis to reflect (i) the automatic conversion or re-designation, as the case may be, of all of the issued and outstanding preferred shares and series seed shares on a one-for-one basis into Ordinary Shares immediately prior to the completion of this offering, and (ii) issuance and sale of the Ordinary Shares by us in this offering at the estimated initial public offering price of $[•] per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts, and the estimated offering expenses payable by us, assuming no exercise of the underwriters’ over-allotment option.

The pro forma and pro forma as adjusted information below is illustrative only and will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. You should read this capitalization table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes appearing elsewhere in this prospectus.

____________

(1)      Additional paid-in capital reflects the sale of Ordinary Shares in this offering at an assumed initial public offering price of $[•] per share, and after deducting the estimated underwriting discounts, and estimated offering expenses payable by us. The pro forma as adjusted information is illustrative only, and we will adjust this information based on the actual initial public offering price and other terms of this offering determined at pricing. We estimate that such net proceeds will be approximately $[•] million ($[•] million offering, less underwriting discounts of $[•] million, and offering expenses of approximately $[•] million) if the underwriters’ over-allotment option is not exercised, or $[•] million ($[•] million offering, less underwriting discounts of $[•] million, and offering expenses of approximately $[•] million) if the underwriters’ over-allotment option is exercised in full.

(2)      Cash on a pro forma as adjusted basis reflects the receipt of net proceeds from this offering as described in Note (1).

(3)      The number of Ordinary Shares in pro forma as adjusted column excludes, as of the date of this prospectus, 335,205 Ordinary Shares issuable upon the exercise of outstanding share options granted to our employees, and directors under our Second Restated 2016 Share Incentive Plan, with a weighted-average exercise price of $1.69 per share. See “Management — Equity Incentive Plan.

OUR HISTORY AND CORPORATE STRUCTURE

Our Corporate History

We commenced our operations in 2015. We incorporated Hacker Interstellar Inc., an exempted company with limited liability in the Cayman Islands, as our ultimate holding company in August 2015. Upon incorporation, the Company’s authorized share capital was US$50,000 consisting of 500,000,000 ordinary shares with a par value of US$0.0001 per share.

Our wholly-owned Hong Kong operating subsidiary, Hacker Interstellar HK Limited (“Hacker Interstellar HK”), was established under the laws of Hong Kong in August 2015 and fully acquired by the Company in the same month. Subsequently, Hacker Interstellar HK established two wholly foreign-owned enterprises (“WFOEs”) in the PRC: Beijing Tomorrow Wormhole Technology Co., Ltd. (“Beijing WFOE”) in December 2015, and Chengdu Today Wormhole Technology Co., Ltd. (“Chengdu WFOE”) in January 2021.

Our then PRC operating entity was Beijing Tongshi Technology Co., Ltd. (“Beijing Tongshi”), which was incorporated in December 2014. On December 15, 2024, our subsidiary, Beijing WFOE, acquired 100% of the equity interest in Beijing Tongshi from its former shareholders.

To align our corporate structure more closely with our operation and to enhance management efficiency, we divested all of our equity interest in Beijing WFOE and Chengdu WFOE, the wholly-owned subsidiaries of Hacker Interstellar HK, through an equity transfer to an independent third party on June 29, 2025.

The aggregate consideration for this divestiture was approximately US$34.54 million, which was settled entirely on a non-cash basis and did not involve the forgiveness of debt. This consideration consisted of two components: (i) approximately US$31.64 million, which settled a pre-existing intercompany payable through a tripartite offset whereby the purchasers’ payment obligation to our Hong Kong subsidiary was applied to extinguish the corresponding payable owed by our Hong Kong subsidiary to the WFOEs; and (ii) approximately US$2.90 million for the net assets of the WFOEs, settled as a credit for future services provided to our Hong Kong subsidiary.

The intercompany balance of US$31.64 million was recorded as an intercompany payable on the books of Hacker Interstellar HK and a corresponding intercompany receivable on the books of Beijing WFOE and Chengdu WFOE. In our consolidated financial statements, these balances were eliminated and had no impact on our consolidated total assets, liabilities, or net income prior to the divestiture. The settlement of this intercompany balance through the divestiture transaction therefore did not result in a gain or loss and did not materially affect our consolidated financial condition.

Beijing WFOE and Chengdu WFOE historically provided certain ancillary support functions and did not generate material external revenues, contribute meaningfully to our operating activities, or hold significant third-party assets. For the fiscal year ended December 31, 2024, their combined contribution to our consolidated revenues, net income, and total assets (excluding the intercompany balances) was insignificant. No core intellectual property, user data or material commercial contracts were transferred as part of this divestiture. Pursuant to entrustment arrangements, these PRC entities primarily performed support services to our Hong Kong subsidiary and did not own or transfer core technology, user data or revenue-generating customer contracts. According to a PRC transfer pricing assessment, the intra-group services were rendered on an arm’s-length basis for reasonable service fees and did not result in profit leakage from the Group. Consequently, management has concluded that this divestiture has not had, and is not expected to have, a material impact on our overall business operations or consolidated financial condition. Following this restructuring, we continue to conduct our business operations primarily through our Hong Kong subsidiary, Hacker Interstellar HK.

In September 2016, we issued 395,713 Series Seed shares in exchange for strategic business resources. Based on a third-party valuation, the total consideration was valued at approximately US$59,000. Between 2016 and 2018, in connection with our Series A, B, and C preferred shares financings, we issued an aggregate of 18,237,716 preferred shares for total consideration of approximately US$67 million to certain investors. See “Description of Share Capital — History of Securities Issuances.”

Hacker Interstellar Inc. for investment purposes, while Hacker Interstellar Inc. advanced US$790,000 to our Hong Kong subsidiary. Historically, we have also utilized a segregated personal bank account of our chief executive officer, Mr. Chen Yukun, to collect customer payments in certain jurisdictions, which were subsequently transferred to the Company. As of June 30, 2025, the balance of such funds due from Mr. Chen Yukun was US$5,457,170, which was subsequently settled and collected by the Company. As of December 31, 2024, the balance of such funds due from Mr. Chen Yukun was US$16,881,176. This full outstanding balance was settled and collected by the Company in April and June 2025. See Note 9 to our consolidated financial statements included elsewhere in this prospectus. See “Risk Factors — Risks Related to Our Business and Industry — Our chief executive officer used his personal account to collect customer payments may raises concerns regarding internal controls and fund security”. In the future, cash proceeds raised from overseas financing activities, including this offering, may be transferred by Hacker Interstellar Inc. to Hacker Interstellar HK, via capital contributions and intercompany advances, as the case may be. Our Hong Kong operating subsidiary will then use such funds to meet the capital needs of our business operations in Hong Kong.

There could be limitations on our ability to transfer cash between Hacker Interstellar and its subsidiaries, and investors of our company. Historically, there have been significant cash transfers within our group to support business operations, including capital contributions and intercompany advances. In the future, cash proceeds from this offering may be transferred to our Hong Kong operating subsidiary through the aforementioned structure. There can be no assurance that the then PRC laws and regulations will not restrict or prohibit the flow of cash in or out of Hong Kong. Any restrictions, prohibitions, or limitations by the PRC laws and regulations on the ability of the Company to transfer cash or assets in or out of Hong Kong may result in these funds or assets not being available to fund operations or for other uses outside of Hong Kong.

For additional information about the applicable regulations and rules relating to such cash transfers through our Group and the associated risks, see “Risk Factors — Risks Related to Doing Business in Certain Countries and Regions — The Company may rely on dividends and other distributions on equity paid by our operating subsidiary to fund its cash and financing requirements it may have, and our operating subsidiary may rely on capital injections or transfers from the Company in relation to the same. Any restrictions, prohibitions, interventions or limitations on the ability of the Company or our operating subsidiary to transfer cash or assets in or out of Hong Kong may result in these funds or assets not being available to fund relevant operations or capital requirements which may have a material and adverse effect on our business.” on page 38 of this prospectus.

As of the date of this prospectus, in general, there are no restrictions or limitations imposed by the Hong Kong government on the transfer of capital by corporations within, into and out of Hong Kong (including funds from Hong Kong to the PRC), except for transfer of funds involving money laundering, financing of terrorism and criminal activities. The Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Chapter 615 of the Laws of Hong Kong), or the AMLO, imposes requirements relating to client due diligence and record-keeping and provides regulatory authorities with the powers to supervise compliance with the requirements under the AMLO. Further, The United Nations (Anti-Terrorism Measures) Ordinance (Chapter 575 of the Laws of Hong Kong), or the UNATMO, provides that it is a criminal offence to: (i) provide or collect funds (by any means, directly or indirectly) with the intention or knowledge that the funds will be used to commit, in whole or in part, one or more terrorist acts (whether or not the funds are actually so used); or (ii) make any funds or financial (or related) services available, directly or indirectly, to or for the benefit of a person knowing that, or being reckless as to whether, such person is a terrorist or terrorist associate. The Company has complied with the AMLO and UNATMO as of the date of this prospectus, in general, and therefore Hacker Interstellar HK is permitted under the respective laws of Hong Kong to provide funding to the Company through dividend distribution without restrictions on the amount of the funds, and there are no restrictions on dividend transfers from Hong Kong to the Cayman Islands, except for the requirement that such distribution or transfer of dividend may only be made out of profits available for distribution.

The Company is permitted under the laws of the Cayman Islands and post-offering memorandum and articles of association, as amended and/or restated from time to time, to provide funding to Hacker Interstellar HK through loans or capital contributions.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes that appear in this prospectus. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in “Risk Factors”. See also “Special Note Regarding Forward-Looking Statements”. All interim financial data included for the six months ended June 30, 2025 and 2024 is derived from our unaudited interim condensed consolidated financial statements included elsewhere in this prospectus. All annual financial data included for the fiscal years ended December 31, 2024 and 2023 is derived from our audited consolidated financial statements included elsewhere in this prospectus. The consolidated financial statements were prepared in accordance with U.S. Generally Accepted Accounting Principles, or U.S. GAAP.

OVERVIEW

We are a global company at the forefront of voice-centric social networking and AI voice technology, headquartered in Hong Kong, with a primary focus on emerging markets such as South Asia, the Middle East, and Southeast Asia (together the “Operating Emerging Markets”). Leveraging our proprietary vernacular language AI voice models, our core voice chat room products, notably our flagship platform YoYo, have achieved scalable user bases and monetization. We are strategically investing and expanding our offerings to include AI-powered voice tools and business-to-business solutions, with the goal of becoming a fundamental voice interaction platform provider for users of vernacular languages and dialects globally.

Our competitive advantage lies in our proprietary end-to-end voice AI models tailored for vernacular and dialect-rich environments. Our technology stack includes large language models (LLMs), real-time voice generation, multi-modal understanding, and a modular product architecture that allows for scalable and cost-efficient regional deployment. The platform supports 23 language versions and boasts strong user engagement, with average session durations of approximately 78 minutes. We are a leading service provider with the widest geographical coverage. Our service is available in more than 29 countries and regions. With our strong technological foundation, regional market leadership, and expanding product pipeline, we are positioned to grow as a next-generation voice interaction infrastructure provider serving billions of vernacular and dialect-speaking users globally.

GENERAL FACTORS AFFECTING OUR RESULTS OF OPERATIONS

Our business and results of operations are affected by general factors, which include, among other things:

•        Overall political, economic and social environment in Operating Emerging Markets;

•        Growth of mobile Internet usage and penetration rate in Operating Emerging Markets;

•        Changes in user preferences and mobile-based consumption, as well as our ability to adapt to such changes;

•        Social networking and entertainment habits and trends in Operating Emerging Markets, including competition among different forms of entertainment; and

•        Growth and competitive landscape of the social networking and entertainment industry in Operating Emerging Markets.

Changes in any of these general industry conditions could affect our business and results of operations.

Investing Activities

Net cash used in investing activities for the six months ended June 30, 2025 was $18.3 million, which was primarily attributable to the purchases of short-term investment of $40.0 million and the cash outflow from disposal of subsidiaries of $5.3 million, offset by the proceeds from redemption or maturities of short-term investments of $27.0 million. Net cash used in investing activities for the six months ended June 30, 2024 was $63.0 million, which was primarily attributable to the purchases of short-term investment of $63.0 million.

Financing Activities

Net cash used in financing activities for the six months ended June 30, 2025 was $28.3 million, which was primarily attributable to the repurchase of preferred stock of $28.0 million and the increase in deferred offering costs of $0.3 million. There was no financing activities during the six months ended June 30, 2024.

The following table sets forth a summary of our cash flows for the years ended December 31, 2024 and 2023.

Operating Activities

Net cash generated from operating activities was approximately $4.6 million for the year ended December 31, 2024, representing a decrease of $13.0 million or 74%, from $17.6 million for the year ended December 31, 2023. The decline in operating cash flow was primarily attributable to unfavorable changes in working capital and non-cash adjustments that offset the growth in net earnings. The most significant factor contributing to the decrease was a substantial increase in amounts due from related parties, which increased by $10.7 million in 2024, compared to $5.5 million in 2023. These amounts reflect intercompany receivables or operational funding arrangements that do not immediately generate cash inflows, thereby reducing operating cash despite being earnings-neutral. The amounts due from related parties was collected in subsequent periods. Additionally, we recorded an unrealized gain of $0.8 million on short-term investments in 2024, which positively impacted net income but did not result in corresponding cash inflows from operations. Although net income improved, the non-cash nature of several adjustments, such as depreciation expense, stock-based compensation, and net impact of deferred tax assets had minimal positive effect on operating cash flow.

Net cash generated from operating activities was approximately $4.6 million for the year ended December 31, 2024, which was primarily attributable to our net income of $16.9 million, adjustments on the net effect on deferred tax assets of $2.2 million, a decrease in prepayments and other current assets of $1.1 million, and an increase in income tax payable of $1.3 million. Cash inflow was primarily offset by realized and unrealized gain on short term investment of $1.3 million, an increase in due from related parties of $10.7 million, a decrease in accounts payable of $0.9 million, and a decrease in contract liabilities of $3.9 million.

Net cash generated from operating activities was approximately $17.6 million for the year ended December 31, 2023, which was primarily attributable to our net income of $14.1 million, adjustments on the net effect on deferred tax assets of $2.7 million, a decrease in prepayments and other current assets of $1.0 million, an increase in accounts payable of $0.5 million, an increase in contract liabilities of $4.2 million and an increase in other payables and accrued liabilities of $1.0 million. Cash inflow was primarily offset by an increase in due from related parties of $5.5 million.

Investing Activities

Net cash used in investing activities for the year ended December 31, 2024 was $40.0 million, which was primarily attributable to the purchases of short-term investment of $63.0 million, offset by the proceeds from redemption or maturities of short-term investments of $23.0 million. Net cash provided by investing activities for the year ended December 31, 2023 was $35.8 million, which was primarily attributable to the redemption or maturity of short-term investments of $72.8 million, offset by the purchases of short-term investment of $37.0 million.

CAPITAL EXPENDITURES

We made no capital expenditures during the six months ended June 30, 2025 and 2024, respectively. We made no capital expenditures during the years ended December 31, 2024 and 2023, either. Going forward, we expect to make necessary capital expenditures to meet the expected growth of our business.

COMMITMENTS AND CONTRACTUAL OBLIGATIONS

We had no commitments and contractual obligations during any of the periods presented other than those disclosed in Note “COMMITMENTS AND CONTINGENCIES” of the Company’s consolidated financial statements. We entered into non-cancellable operating lease agreements for office space which is categorized as contractual obligations. These leases have varying terms. The lease obligation was disclosed in Note “LEASE” of the Company’s unaudited condensed consolidated financial statements.

OFF BALANCE SHEET ARRANGEMENTS

We had no off-balance sheet arrangements during any of the periods presented.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

We prepare our consolidated financial statements in accordance with U.S. GAAP, which requires our management to make estimates that affect the reported amounts of assets and liabilities at the dates of the balance sheets, as well as the reported amounts of revenues and expenses during the reporting periods. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates on our own historical experience and other assumptions that we believe are reasonable after taking account of our circumstances and expectations for the future based on available information. We evaluate these estimates on an ongoing basis.

We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. There are other items within our financial statements that require estimation but are not deemed critical, as defined above. Changes in estimates used in these and other items could have a material impact on our financial statements.

Revenue Recognition

We follow the rules and guidance set out under ASC 606, Revenue from Contracts with Customers (“ASC 606”), when recognizing revenue from contracts with customers. The core principle of ASC 606 requires an entity to recognize revenues to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. The following five steps are applied to achieve that core principle:

Step 1: Identify the contract with the customer

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognize revenue when the company satisfies a performance obligation.

We generated revenue from YoYo platform, which is a voice-centric social networking and entertainment mobile application for group chatting and allows individual users free access to the basic functions on the application. YoYo platform also provides enhanced experience through in-app purchases, which include sales of virtual items, virtual gifts, mini-interactive games, and VIP memberships. To make in-app purchases, individual users are required to convert fiat currency into our virtual currency, also known as Coins, through various third-party payment platforms. All services and items on the platform are quoted with virtual currency prices. Virtual currency is non-refundable, kept in a user’s coin account, and does not have expiration date. While users may purchase virtual currency frequently, the timing of revenue recognition is ultimately determined by when and how that currency is consumed for specific virtual gifts, items, or services on our platform, as described below. Unconsumed virtual currency is recorded as contract liabilities. We consider the impact of breakage for unconsumed virtual currency to be insignificant.

The Company evaluates and determines that it is the principal and views platform users to be its customers. There are a few parties involved in the delivery of services to customers apart from the Company, which includes the mobile phone operating system provider and the payment platforms, who facilitates the transaction by providing infrastructure support such as providing an operating platform to run the application and a payment mechanism. We have determined that we have controls over the services provided on the YoYo platform before the services transferred to the end consumer because we are responsible for designing and preparing all the contents in the YoYo platform, and we also have the ability to monetize the virtual items or gifts before they are transferred to users, as well as the sole discretion in designing the specifications and establishing pricing of virtual items, gifts, and upgrade service. Accordingly, we recognize revenue on a gross basis.

Virtual Gifts

We generate revenue from the sale of virtual gifts on our platform. Platform users may purchase virtual gifts, such as animations, from YoYo’s marketplace for another user to show support, care, or love for social purposes. These gifts are often flashy and visible to all viewers, enhancing user engagement, visibility, and social status in the YoYo community. Each virtual gift has a fixed virtual currency price. We recognize virtual gift revenue at a point in time when a gift is consummated, which is upon the delivery of a virtual gift from one user to another.

Virtual Items

We generate revenue from the sale of virtual items on our platform. Virtual items, such as avatars, skins, badges, social titles, stickers, emojis, and interactive tools, are available on YoYo’s marketplace and play a key role in user customization and engagement. Each virtual item has a fixed virtual currency price. We recognize virtual item revenue either at a point in time when an item is consummated immediately or overtime at a straight line basis when a virtual item is valid and effective over a period of time, which is typically one month upon activation. Inactivated virtual items will generally expire two years after purchase. We are entitled to a breakage amount for value of virtual items not activated and recognize the value of expired virtual items as revenue upon expiration.

Games

We provide mini-interactive games on the YoYo platform, which generally last for a few minutes. During the game session, we are obligated to host a game, provide infrastructure for players to interact with each other, and settle payments with each player according to the game results, of which the net settlement amount accounts for a small portion of the game service revenue. We mainly generate revenue from game services by charging individual user virtual currencies to play a game, which is a certain percentage of the virtual currency paid by each player in the game session. The gaming revenue is recognized over the period of the gameplay, which takes several minutes.

Subscription Services

Subscription service primarily consists of VIP membership in chat rooms over a specified limited period. VIP memberships are available to purchase from YoYo’s marketplace and charges a fixed virtual currency price for a certain period of time. VIP members typically enjoy exclusive access to VIP chat rooms, enhanced visibility including priority placement in guest list, privilege to send premium pictures in chatroom, special badges that distinguish VIP members from regular users, and certain VIP-only access to special gifts, emojis, and other in-app perks. Revenues from the VIP subscription service are recognized ratably over the period the service is made available to the users.

Contract Liabilities

A contract liability is recognized when we have an obligation to transfer services to a customer for which we have received cash consideration from users’ recharging of virtual currency. The balance of our contract liabilities is comprised of both short-term and long-term obligations. These obligations relate to: (i) unconsumed virtual currency available for virtual items or virtual gifts purchases, which is typically consumed shortly after purchase, and (ii) purchased virtual items that are effective for periods of up to two years, for which revenue is recognized ratably over the service period upon activation or recognized until expiration after purchased for two years. This composition affects the timing of revenue recognition, and as a result, a portion of the contract liability balance at year-end is expected to be recognized as revenue in periods beyond the subsequent fiscal year.

Cost of Revenues

Cost of revenues consists primarily of (i) fees paid to streamers on the platform, (ii) technology service fees paid to third party service vendors, (iii) fees paid to third party payment platform and (iv) payroll cost and other compensation expenses related to the operations of our mobile platform.

Income Taxes

Current income taxes are provided on the basis of income before income taxes for financial reporting purposes, and adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions. Deferred income taxes are provided using the liability method. Under this method, deferred income tax assets and liabilities are recognized for the tax effects of temporary differences and are determined by applying enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates or tax laws is recognized in the consolidated statements of comprehensive income in the period the change in tax rates or tax laws is enacted. A valuation allowance is provided to reduce the amount of deferred income tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred income tax assets will not be realized.

We apply a “more likely than not” recognition threshold in the evaluation of uncertain tax positions. We recognize the benefit of a tax position in the consolidated financial statements if the tax position is “more likely than not” to prevail based on the facts and technical merits of the position. Tax positions that meet the “more likely than not” recognition threshold are measured at the largest amount of tax benefit that has a greater than fifty percent likelihood of being realized upon settlement. Unrecognized tax benefits may be affected by changes in interpretation of laws, rulings of tax authorities, tax audits, and expiry of statutory limitations. In addition, changes in facts, circumstances and new information may require us to adjust the recognition and measurement estimates with regard to individual tax positions. Accordingly, unrecognized tax benefits are periodically reviewed and re-assessed. Adjustments, if required, are recorded in our consolidated financial statements in the period in which the change that necessities the adjustments occur. The ultimate outcome for a particular tax position may not be determined with certainty prior to the conclusion of a tax audit and, in certain circumstances, a tax appeal or litigation process. We record interest and penalties related to unrecognized tax benefits (if any) in interest expenses and general and administrative expenses, respectively.

INTERNAL CONTROL OVER FINANCIAL REPORTING

Prior to our initial public offering, we have been a private company with limited reporting and accounting personnel and other resources with which we address our internal control over financial reporting. In connection with the preparation of our consolidated financial statements as of and for the years ended December 31, 2024 and 2023 as well as the unaudited interim condensed consolidated financial statements as of and for the six months ended June 30 2025 and 2024, we identified two material weaknesses in our internal control over financial reporting. As defined in the standards established by the PCAOB, a “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified are related to (i) lack of sufficient accounting personnel for financial information processing and reporting and with appropriate U.S. GAAP knowledge, and (ii) lack of formal risk assessment process over financial reporting. Management has concluded that the material weaknesses described above represent deficiencies in our overall internal control environment that could adversely affect our ability to report our financial condition and results of operations accurately and in a timely manner.

We have implemented and plan to implement a number of measures to address the material weaknesses that have been identified, including: (i) we will hire additional competent and qualified accounting and reporting professionals with appropriate knowledge and experience of U.S. GAAP and SEC financial reporting requirements to strengthen the financial reporting function; (ii) we are in process of developing a set of accounting policies and procedures, which document the current U.S. GAAP accounting policies that are applicable to our business; and (iii) we provided and will provide internal training programs for our accounting and financial personnel on U.S. GAAP knowledge.

We intend to complete our remediation plan by the end of 2026. The costs associated with our remediation plan comprise those for (i) engaging competent and qualified accounting personnel, (ii) holding internal training programs, (iii) internal accounting and financing personnel and (iv) developing accounting policies and procedures. We are and will continue to commit necessary resources to remediate these material weaknesses. The costs associated with this remediation, including for hiring additional personnel and potential consulting fees, are expected to be reflected primarily in our general and administrative expenses in future periods.

The process of designing and implementing an effective financial reporting system is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to devote significant resources to maintain a financial reporting system that is adequate to satisfy our reporting obligation. However, we cannot assure you that all these measures will be sufficient to remediate our material weaknesses in time, or at all. If we fail to maintain an effective system of internal control over financial reporting, we may be unable to accurately report our financial results or prevent fraud, and investor confidence in our Company and the market price of our listed shares may be adversely affected.

RECENT ACCOUNTING PRONOUNCEMENTS

Please refer to Note 2 to our consolidated financial statements included elsewhere in this prospectus.

QUANTITATIVE AND QUALITATIVE ANALYSIS OF MARKET RISK

Macroeconomy

The macroeconomic and financial environments in our primary markets remain subject to pronounced volatility. Any slowdowns in economic growth could impact our results of operation adversely.

Credit Risk

Credit risk is controlled by the application of credit approvals, limits and monitoring procedures. We manage credit risk through in-house research and analysis of the macroeconomy in our operating markets and the underlying obligors and transaction structures. We identify credit risk collectively based on industry, geography and customer type. In measuring the credit risk of our sales to our customers, we mainly reflect the “probability of default” by the customer on the contractual obligations and consider the current financial position of the customer and the current and likely future exposures to the customer. Credit risk may also arise from the payment platforms through which users transact, particularly if such platforms experience technical failures, financial distress, or delays in fund settlement.

Liquidity Risk

We are also exposed to liquidity risk which is the risk that we will be unable to provide sufficient capital resources and liquidity to meet our commitments, obligations, and business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures. When necessary, we will turn to financial institutions, shareholders, and related parties to obtain short-term funding to cover any liquidity shortage.

Inflation risk

Inflationary factors, such as increases in the cost of purchases, personnel and overhead costs, could impair our operating result. Inflation across our operating emerging market regions remains elevated and volatile. A high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and operating expenses as a percentage of sales revenue if the revenues from our service do not increase with such increased costs. Inflation generally affects us by increasing our cost of labor and fees paid to third-party service vendors. Sustained or rising inflation may result in increased costs for labor and key inputs to provide services and less demand for in-app purchases. As a result, our results of operations may be adversely impacted.

South Asia and Southeast Asia have become the fastest-growing regions, driven by their vast population bases and low penetration rates. The Middle East has achieved rapid growth through cultural adaptation, resulting in high user retention and strong payment conversion rates. The market size of the global voice-based social application market in Southeast Asia, South Asia and, MENA increased from USD92.6 million, USD138.9 million, USD216.0 million in 2019, respectively, to USD500.7 million, USD475.5.7 million, USD1,001.0 million, respectively in 2024, and is expected to reach USD2,359.9 million, USD1,769.9 million and USD3,933.1 million in 2029, respectively.

The market size of global voice-based social application market, by area, 2019-2029E

Source: China Insights Consultancy

Market size of the Global AI Powered Voice-based Social Application Industry

AI Powered Voice-based Social Application is a real-time interactive social application based on artificial intelligence technology, with voice as the core interaction method. It utilizes intelligent speech recognition, natural language processing, and personalized recommendation algorithms to create immersive voice social scenarios. Such platforms typically feature real-time voice chat rooms, virtual voice chat assistants, intelligent content matching. The global AI voice-based social application market is growing rapidly due to advancements in AI voice technology, changing consumer preferences for interactive communication, and the rise of voice-enabled social networks. Voice-based social platforms, such as voice chat rooms and voice messaging, are becoming more popular, offering personalized experiences powered by AI. With the evolution of 5G and edge computing, the market is expected to continue its rapid growth, creating new opportunities for innovation and user engagement. The market size of global AI powered voice-based social application market increased from USD42.9 million in 2019 to USD625.6 million in 2024, and is expected to reach USD10,959.0 million in 2029.

The market size of global AI powered voice-based social application market, 2019-2029E

Source: China Insights Consultancy

Market Driver of Voice-based Social Application Industry

Integration of artificial intelligence technologies:    The application of AI in voice social platforms has become pivotal in enhancing user experiences. AI algorithms analyze user interactions, preferences, and behaviors to deliver personalized content and recommendations, fostering deeper engagement and strengthening platform loyalty. Features such as speech recognition and natural language processing enable intuitive and responsive interactions, allowing users to navigate and communicate seamlessly. The continuous evolution of AI technologies is expected to further enrich these platforms, offering more sophisticated and user-centric experiences. AI technologies are being applied in various scenarios within voice-based social applications. For instance, AI agents can automatically manage voice chat rooms, enhancing user engagement by facilitating dynamic and responsive environments. Additionally, speech cloning technologies enable the creation of personalized voice profiles, allowing users to customize their interaction experiences.

Heightened consumer demand for community and identity recognition:    The intrinsic human desire for identity affirmation and belonging is being increasingly satisfied by voice-based social applications. These platforms enable the establishment of virtual communities in which users establish connections based on their shared identities and interests. Users can reinforce their sense of belonging by participating in meaningful interactions through features such as group discussions, forums, and community events. This trend is especially evident in emerging markets, where communication preferences are influenced by cultural subtleties. Voice-based social applications are becoming more customized to accommodate the communication and cultural preferences of a wide range of regions. For instance, in the Middle East, platforms have accommodated local customs by integrating features that are consistent with regional social norms and preferences.

Growing Need for Social Companionship and Connectivity:    The widespread adoption of smartphones and mobile internet has transformed how individuals seek social interactions. Voice-based social applications cater to the growing need for companionship by offering platforms that facilitate continuous and spontaneous communication. Users can maintain relationships, participate in real-time conversations, and engage with diverse communities regardless of geographical constraints. This constant connectivity aligns with the evolving digital lifestyle, where social engagement is a fundamental aspect of daily routines.

Emergence of Innovative Social Features and Formats:    Voice-based social applications are continually introducing innovative feature such as voice messaging and interactive voice-based games to enrich user communication and engagement. These formats offer diverse ways for users to connect, enhancing the overall social experience. The network effect inherent in these platforms means that an expanding user base contributes to a more diverse and higher-quality content pool, attracting even more users and creating a positive feedback loop that drives growth and scalability.

Future Trends of Voice-based Social Application Industry

Enrichment of Platform Content:    AI plays a pivotal role in enhancing the diversity and frequency of content updates on voice social platforms. By analyzing user behaviors and preferences through machine learning models, these platforms can continuously refresh their content offerings to align with user interests, thereby boosting engagement. For instance, AI-driven recommendation systems enable personalized content suggestions, leading to improved user satisfaction and retention.

Expansion of user base speaking minor languages:    The global expansion of internet access and accelerated digitalization in emerging markets have led to a significant increase in users communicating in less commonly spoken languages. To cater to this growing demographic, voice-based social applications are implementing AI-powered multilingual support and localized content recommendations, optimizing user experiences. Strategies such as deploying localized operational teams and developing culturally tailored content are instrumental in attracting and retaining users from diverse linguistic backgrounds.

Integration of AI-Generated Content:    Voice-based social applications are increasingly integrating advanced AI technologies to enhance user engagement and platform management. AI agents equipped with natural language processing capabilities can autonomously manage voice chatrooms by moderating discussions, enforcing community guidelines, and facilitating user interactions. These agents can detect inappropriate language, prevent spam, and ensure conversations remain on-topic, thereby enhancing the overall user experience. Voice cloning technology enables the creation of synthetic voices that closely resemble human speech patterns and tones. By analyzing extensive voice data,

AI models can generate personalized voice profiles for users, allowing for more natural and personalized interactions within the platform. This technology can be utilized to create custom voice assistants, enable users to have unique voice avatars, and enhance accessibility features for users with speech impairments.

Competitive Landscape of Voice-based Social Applications Industry

In the global voice-based social applications industry, Southeast Asia, South Asia, and the Middle East have emerged as significant markets, characterized by rapid user growth and evolving consumer behavior. The competitive landscape is defined by localized content and real-time voice features designed to deepen user engagement. Notably, platforms that prioritize immersive voice experiences and community-driven engagement are gaining significant traction, reflecting a broader shift towards more personalized and interactive social communication models. YoYo has demonstrated strong competitive positioning as follows:

•        YoYo’s leading positions in South Asia:    In 2024, YoYo ranked first in terms of revenue, ARPPU, and usage time, and ranked fourth in downloads among the top five revenue contributors.

•        YoYo’s leading positions in Southeast Asia:    In 2024, YoYo ranked third in terms of revenue, ranked first in terms of ARPPU and usage time, and ranked fourth in downloads among the top five revenue contributors.

•        YoYo’s leading positions in the Middle East:    In 2024, YoYo ranked fifth in terms of revenue, ranked first in terms of ARPPU and usage time, and ranked second in downloads among the top five revenue contributors.

These metrics demonstrate YoYo’s profitability and operational efficiency, indicating that users value its services and are ready to invest in premium features and content. The large number of high-value Paying Users highlights the platform’s efficient monetization technology, which successfully converted users into paying customers and achieved significant revenue milestones.

Key Success Factors in the Global Voice-based Social Application Industry

Leading R&D Capabilities and Technological Barriers:    In the competitive landscape of voice social applications, establishing a technological moat is imperative for sustained success. This involves significant investment in core technologies such as low-latency transmission, multimodal interaction, and high-precision speech recognition. Active participation in patent portfolios and standard-setting further solidifies market position, ensuring a competitive edge and fostering continuous innovation. These efforts collectively contribute to the scalability and robustness of the platform, validating applications through extensive user engagement and data-driven refinements.

Localization Expertise and Multilingual Accumulation:    Global enterprises achieve market dominance by integrating AI-driven localization with multilingual data sovereignty, balancing technical agility and regulatory foresight. By employing transfer learning and hybrid architectures, firms minimize redundant data costs while refining algorithmic precision for linguistically fragmented markets. Besides, culturally attuned design, such as geo-fenced algorithms, multilingual redaction tools, can enhance penetration, while compliance-by-design automation. The synthesis of cultural-linguistic agility, algorithmic elasticity, and compliance scalability not only reduces fragmentation costs but unlocks growth in underserved linguistic markets.

Product Innovation and Supply Capability:    Product Innovation and Supply Capability: Leading organizations in the voice social application industry are focusing on scenario-based feature iteration to meet evolving user demands, with innovations such as generative AI-driven voice editors and virtual digital humans on the horizon. In parallel, multimodal applications like voice-generated films and voice-assisted purchasing are gaining traction, expanding the scope of user engagement.

Human Productivity and Operational Efficiency:    Efficient firms strive to reduce feature deployment cycles to less than two weeks by implementing Agile Development and Data-Driven Decision Making, leveraging user feedback and testing to continuously improve their offerings. Managing revenue-sharing expenses is crucial for profitability, as platforms with high revenue-sharing costs have seen a decline in gross margins, highlighting the importance of operational efficiency. Additionally, platforms that have faced challenges with content compliance have experienced significant user attrition, making it imperative to maintain user trust by expediting complaint processes and implementing real-time risk control systems.

REGULATIONS

As our globalized operations evolve, we may, from time to time, be subject to government regulations. As the live streaming, short video and smart commerce businesses are still at an early stage of development in the jurisdictions where we have presence, new laws and regulations may be adopted from time to time to require new licenses and permits in addition to those we currently have. This section sets forth the most important laws and regulations that govern our current business activities in multiple jurisdictions across the globe except for Hong Kong, including India, Saudi Arabia, Indonesia, and Egypt.

Regulations Relating to Our Business In Hong Kong

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

The BRO requires every person or entity carrying on a business in Hong Kong to apply for business registration with the Inland Revenue Department within one month of the commencement of business. A valid business registration certificate must be displayed at the place of business at all times. Any person who fails to apply for registration or display a valid certificate is guilty of an offence and is liable to a fine of HK$5,000 and imprisonment for one year.

As of the date of this prospectus, Hacker Interstellar HK has obtained a valid business registration certificate and has not been subject to any material fine, penalty, or prosecution in relation to the BRO.

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

The IRO governs taxes on profits, property, and earnings in Hong Kong. Every person or corporation carrying on a trade, profession, or business in Hong Kong is subject to tax on all profits (excluding profits from the sale of capital assets) arising in or derived from Hong Kong.

Effective from April 1, 2018, Hong Kong implemented a two-tiered profits tax rate system. For corporations, the tax rate is 8.25% on the first HK$2,000,000 of assessable profits and 16.5% on any part of assessable profits exceeding HK$2,000,000. The IRO also contains provisions relating to permissible deductions, loss set-offs, and depreciation allowances.

Employment Ordinance (Chapter 57 of the Laws of Hong Kong) (“EO”)

The EO is the main piece of legislation governing conditions of employment in Hong Kong. It provides for basic employment protections, including payment of wages, restrictions on wage deductions, and statutory holidays. For employees under a continuous contract, it grants further entitlements such as rest days, paid annual leave, sickness allowance, severance payments, and long service payments. The EO stipulates that upon termination of an employment contract, any sums due to the employee must be paid no later than seven days after termination. Failure to do so wilfully and without reasonable excuse is an offence punishable by a fine of up to HK$350,000 and imprisonment for three years.

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

The MPFSO requires every employer to enroll eligible employees (aged 18 to 64 and employed for 60 days or more) into a Mandatory Provident Fund (“MPF”) scheme. Both the employer and the employee are required to make regular mandatory contributions. For a monthly-paid employee, both parties must contribute 5% of the employee’s relevant income, subject to the minimum and maximum relevant income levels (currently HK$7,100 and HK$30,000 per month, respectively). An employer who fails to comply with these requirements may be subject to fines and imprisonment.

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

The ECO establishes a no-fault, non-contributory employee compensation system for work-related injuries or prescribed occupational diseases. If an employee sustains an injury or dies as a result of an accident arising out of and in the course of employment, the employer is liable to pay compensation. The ECO requires all employers to hold a valid insurance policy to cover their liabilities under both the ECO and common law. Failure to maintain the required insurance is an offence punishable by a fine of up to HK$100,000 and imprisonment for two years.

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

The MWO provides for a prescribed statutory minimum hourly wage rate for every employee. The current statutory minimum wage rate is HK$42.1 per hour. Any provision in an employment contract that purports to reduce or extinguish the rights or benefits conferred by the MWO is void.

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

The OSHO provides for the safety and health protection of employees in all workplaces. Employers must, so far as is reasonably practicable, ensure the safety and health of their employees at work by, among other things, providing and maintaining safe plant and systems of work, a safe working environment, and adequate instruction, training, and supervision. Failure to comply is an offence punishable by a fine of HK$3,000,000 on summary conviction or HK$10,000,000 on conviction on indictment, and if committed intentionally, may include imprisonment for six months on summary conviction or two years on conviction on indictment.

Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) (“PDPO”)

The PDPO protects the privacy of living individuals in relation to personal data. It applies to any data user that controls the collection, holding, processing, or use of personal data. The PDPO is based on six Data Protection Principles covering the purpose and manner of data collection, the accuracy and retention of data, the use of data, data security, openness of policies, and data access and correction rights. Contravention of an enforcement notice issued by the Privacy Commissioner for Personal Data is an offence punishable by a fine of up to HK$50,000 and imprisonment for two years.

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

The Competition Ordinance prohibits conduct that prevents, restricts, or distorts competition in Hong Kong. The First Conduct Rule prohibits anti-competitive agreements and concerted practices (such as price fixing and market sharing). The Second Conduct Rule prohibits undertakings with a substantial degree of market power from abusing that power. Penalties for infringement are severe and can include a pecuniary penalty of up to 10% of the entity’s turnover in Hong Kong for each year of infringement, for a maximum of three years.

Regulations in Multiple Jurisdictions Where We Operate

India

YoYo being social networking app comes under the category of social media intermediary and is governed by the provisions of The Information Technology Act, 2000 and The Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021. These laws are focused on user protection and are designed to prevent any form of abuse or exploitation through the platform by requiring compliance in key areas such as user privacy and data protection, content moderation and blocking, grievance redressal mechanisms, cooperation with the government, and enhanced security and compliance reporting.

User Privacy and Data Protection

Social media intermediaries have to implement comprehensive measures to safeguard the sensitive personal data of the users. These obligations include employing appropriate technical and organizational security mechanisms to prevent unauthorized access, alteration, disclosure of personal information. Disclosure of user information is only permitted upon obtaining explicit user consent.

A publicly accessible and comprehensible privacy policy must be published, detailing the nature and purpose of data collection, its usage, sharing protocols, security measures, and the rights available to users. Additionally, user data and associated logs are to be retained for a prescribed minimum duration of 180 days to facilitate compliance with lawful investigations and to assist in dispute resolution. Retention of user information is intermediaries must retain information provided by users at the time of registration for a similar minimum duration.

Content Moderation and Blocking Information

As per legal requirements, intermediaries must exercise due diligence in moderating user-generated content to remain eligible for safe harbor protections. This includes the obligation to act expeditiously upon receiving actual knowledge or a court order by removing or blocking access to content that is illegal, unlawful, obscene, harmful to children, or infringes intellectual property rights. The regulatory framework further necessitates proactive steps to curb the dissemination of misinformation, impersonation, and other forms of harmful online behavior.

There is a particular emphasis on the identification of online gaming intermediaries and regulation of unlawful online games and services, with specific duties cast on intermediaries to shield users — especially minors — from harmful or addictive content. Platforms are also expected to enforce the termination of access for repeat violators and users engaged in activities breaching terms of service or legal provisions. Mechanisms must be put in place for receiving user reports and for executing timely corrective action against infringing content or conduct.

Grievance Redressal Mechanism

Regulatory compliance requires intermediaries to establish a structured grievance redressal system that provides users with a clear and accessible method to file complaints related to content, data protection, or platform misuse. The mechanism must ensure prompt resolution, transparent communication on the status of complaints, and provide escalation pathways.

In the case of significant social media intermediaries, additional due diligence is mandated, including the appointment of a Chief Compliance Officer, a Nodal Contact Person, and a Grievance Officer — each of whom has defined statutory responsibilities. The grievance process is required to uphold user confidentiality, shield complainants from retaliation, and ensure fair and transparent adjudication of complaints. If the body corporate is not able to maintain the personal information of its users and is negligent in maintaining security measures, then that body corporate will be liable to pay damages as compensation to the affected user.

Cooperation with the Government

Under the Information Technology framework, intermediaries are legally bound to cooperate with law enforcement and government agencies. This includes providing assistance in lawful interception, monitoring, or decryption of digital communications as prescribed by legal orders, thereby contributing to national security and law enforcement. Compliance with directives issued by Indian Computer Emergency Response Team is obligatory, especially when such instructions pertain to the mitigation of cyber threats and reporting any such incidents detected. Intermediaries are expected to take all reasonable measures to secure their computer sources and protect the information therein.

Furthermore, platforms must establish and maintain an incident response system for reporting cybersecurity breaches or vulnerabilities to the appropriate authorities, ensuring swift containment and response. Legal obligations also require intermediaries to strike a balance between cooperating with the Government and protecting the fundamental privacy rights of users, ensuring all governmental engagements follow due process.

Enhancing security and Compliance Reporting

Social media intermediaries are required to enhance their cybersecurity infrastructure continually, staying ahead of emerging technological threats. This includes conducting regular vulnerability assessments, adopting better practices, and implementing mechanisms to prevent data breaches and cyberattacks. Periodic security audits and compliance assessments are a regulatory necessity, designed to validate and address potential deficiencies. Intermediaries are also expected to have cybersecurity protocols, including anti-virus defences and periodic security checks.

Non-compliance with regulatory mandates — such as failure to exercise due diligence or non-observance — may attract penalties and loss of immunity. To strengthen accountability, intermediaries are encouraged to maintain detailed documentation, structured compliance logs, and transparent communication with regulatory bodies.

Saudi Arabia

Regulations on Telecommunications

Telecommunications in Saudi Arabia are governed by the Telecommunications and Information Technology Law, issued under Royal Decree No. M/106 dated 02/11/1443H (Corresponding To 01/06/2022G). This law, which entered into force on 7 December 2022, replaces the previous Telecommunications Law issued in 2001. The legislation aims to regulate telecommunications and information technology activities in a manner that promotes competition, protects consumer rights, ensures efficient use of the frequency spectrum, and supports Saudi Arabia’s digital transformation initiatives. The Ministry of Communications and Information Technology (“MCIT”) is the designated regulatory authority for enforcing the provisions of the law, as stipulated under Article 3.

Licensing and authorization of services is governed by Article 5, which prohibits the practice of any activity in the telecommunications or information technology sector without first obtaining a license, registration, or permit from The Communications, Space and Technology Commission (“CST”). This requirement applies to services such as network operation, spectrum use, domain name services, and infrastructure provision. CST is also empowered to classify services and determine the type of approval required. Significant changes in ownership or control over a licensed or registered entity are subject to CST’s prior approval under Article 7. This includes changes in ownership structure or assignment of licenses or registrations. Any significant change in senior management also requires a no-objection statement from CST. The law establishes a 90-day timeline for CST to issue decisions on such applications, with silent inaction deemed as approval.

The frequency spectrum is designated as a national resource under Article 10. CST is responsible for managing and allocating spectrum through a national plan Approved by MCIT and is empowered to issue licenses for its use. Unauthorized use of spectrum is prohibited, and CST may reclaim, reallocate, or modify frequency assignments if it deems necessary for national interest or technical efficiency.

Security and confidentiality are addressed under Article 23, which mandates all licensed and registered entities to adopt measures for safeguarding communication confidentiality, protecting user data, and ensuring cybersecurity. Service providers must also report any security breaches or incidents to CST as per the conditions issued by the relevant authorities.

The law also establishes rules to prevent anti-competitive practices. Article 22 prohibits abuse of dominant position, collusive conduct, and any action that would hinder market access or distort competition. Any merger or acquisition that may affect competition in the sector requires prior approval from CST. CST has authority to impose structural or behavioral remedies as necessary.

Regulations on Advertising and Commercial Content

Advertising and commercial content in Saudi Arabia are regulated under the Audiovisual Media Law, issued by Royal Decree No. M/33 dated 25/03/1439H (Corresponding To 13/12/2017G), and its Implementing Regulation. The regulatory body responsible for enforcing this framework is the General Commission for Audiovisual Media (“GCAM”). This regulatory regime is designed to ensure that all content complies with Saudi Arabia’s religious, social, and cultural values.

“Audiovisual media activities,” as defined under the Implementing Regulation, include a broad range of services whether free of charge or for consideration. This encompasses audiovisual services provided via satellite, cable, digital, terrestrial broadcasting, or television and radio. It also covers cinema and its services, video-on-demand (VOD), Internet Protocol Television (IPTV), Over-the-Top television (OTT-TV), and interactive or non-interactive video and arcade games developed or distributed inside Saudi Arabia. These activities are subject to regulation regardless of whether they operate on a subscription basis, through advertising, or via individual transactions.

Entities that engage in audiovisual media activities must obtain appropriate licenses from the Council of Ministers of Saudi Arabia. The Implementing Regulation imposes specific content standards that prohibit the advertisement of materials contrary to Saudi law and values, including alcoholic beverages, prohibited drugs, and tobacco products. Misleading claims or deceptive commercial practices are also explicitly banned. Further, advertising content must not infringe on public morals, Islamic principles, or national security.

Regulations on Data Privacy and Protection

Data privacy and protection in Saudi Arabia are governed by the Personal Data Protection Law (“PDPL”), enacted by Royal Decree No. M/19 dated 09/02/1443H (Corresponding To 16/09/2021G), and amended by Royal Decree No. M/148 dated 05/09/1444H (Corresponding To 27/03/2023G). The Saudi Data & Artificial Intelligence Authority (“SDAIA”) serves as the primary regulatory authority overseeing the implementation of the PDPL. SDAIA is responsible for issuing regulations, guidelines, and standards to ensure the protection of personal data within Saudi Arabia.

The PDPL applies to the processing of personal data by both public and private entities located in Saudi Arabia, as well as foreign entities that process data related to individuals in Saudi Arabia. The PDPL defines “personal data” broadly to include any information that directly or indirectly identifies a person, and categorizes certain types of data such as health, biometric, genetic, religious, or financial information as “sensitive personal data.”

Under the PDPL, the data controller (i.e., the entity that determines the purpose and means of data processing) must process personal data fairly, lawfully, and transparently. Core principles include purpose limitation, data minimization, accuracy, storage limitation, and ensuring data security. The processing of personal data must rely on a legal basis, such as the data subject’s consent, legal obligation, contractual necessity, protection of public interest, or the legitimate interests of the controller, provided the data subject’s rights are not infringed.

The PDPL grants individuals a set of data subject rights, including the right to access their personal data, request rectification, request erasure in limited circumstances, restrict or object to certain types of processing, and request data portability. These rights may be exercised by submitting a request to the data controller, who is obligated to respond within the timeline specified by SDAIA.

Regulations on Intellectual Property

Copyright

Copyrights in Saudi Arabia are governed by the Copyright Law issued under Royal Decree No. M/41 dated 02/07/1424H (Corresponding To 30/08/2003G), as amended by the Council of Ministers Resolution No. 536 dated 19/10/1439H (Corresponding To 03/07/2018G). The law provides protection for original works of authorship expressed in a tangible form, encompassing literary, artistic, and scientific works.

Protected works include, but are not limited to, books, articles, computer software, audiovisual works, photographs, architectural designs, and databases, provided they exhibit originality. However, certain works are excluded from protection, such as official documents, news of the day, and ideas or procedures, as stipulated in Article 4 of the Copyright Law.

Authors are granted both moral and economic rights. Moral rights, as outlined in Article 8, are perpetual and inalienable, allowing authors to claim authorship, decide on the disclosure of their work, and object to any distortion or modification that may harm their reputation. Economic rights, detailed in Article 9, include the exclusive ability to reproduce, publish, distribute, perform, adapt, or display the work, and may be transferred in whole or in part to third parties through written agreements.

The duration of copyright protection in Saudi Arabia varies depending on the nature of the work and the identity of the author. For individual authors, protection is granted for the lifetime of the author and continues for fifty years after their death. In cases of joint authorship, the fifty-year term is calculated from the date of death of the last surviving author. For works published anonymously or under a pseudonym, or where the author is a legal person, the protection period is fifty years from the date of first publication, unless the author’s identity becomes known during that time, in which case the standard term of the author’s life plus fifty years applies. Where a work is published in multiple parts or volumes at different intervals, the protection is calculated separately for each part or volume. For audiovisual works, films, collective works, and computer programs, the term of protection is fifty years from the date of first publication or display, regardless of whether the work is subsequently reissued. In contrast, works of applied art, whether artisanal or industrial, and photographic works are protected for a shorter term of twenty-five years from the date of first publication, also unaffected by re-publication. In addition to authors’ rights, the law affords protection to broadcasting organizations, whose programs are protected for twenty years from the date of first broadcast. Producers of sound recordings and performers are entitled to a protection period of fifty years from the date of performance or the first recording, as the case may be.

Violations of copyright may result in administrative, civil, or criminal penalties, including fines, imprisonment, and confiscation of infringing copies, as specified in Articles 21 and 22 of the Copyright Law.

Trademark

Trademarks in Saudi Arabia are governed by the Trademarks Law of the Gulf Cooperation Council (“GCC”) States, which was adopted through Royal Decree No. M/51 dated 26/07/1435H (Corresponding To 25/05/2014G).

This law provides a unified legal framework for trademark protection across GCC member states, including Saudi Arabia. Under Article 2 of the GCC Trademarks Law, a trademark is defined as any distinctive sign capable of distinguishing the goods or services of one undertaking from those of other undertakings. This includes names, words, signatures, letters, figures, drawings, logos, titles, hallmarks, seals, pictures, engravings, packaging, figurative elements, shapes, colors, groups of colors, or any combination thereof. Additionally, sounds and scents may also be considered trademarks.

The Trademarks Law stipulates certain prohibitions on trademark registration. Marks that lack distinctive character, are contrary to public order or morality, resemble official emblems or flags, or are identical or confusingly similar to existing trademarks may not be registered. Furthermore, trademarks that mislead the public or contain false information about the origin or characteristics of goods or services are also prohibited. Trademark registration in Saudi Arabia is handled by the Saudi Authority for Intellectual Property (“SAIP”). The registration process involves filing an application, examination, publication for opposition, and issuance of a registration certificate upon successful completion of these steps.

The protection granted to a registered trademark is for a period of ten years from the filing date, and it is renewable for similar periods. Renewal applications must be submitted within the last year of the protection period, with a six-month grace period allowed after expiration, subject to payment of additional fees. The owner of a registered trademark has the exclusive right to use the mark in relation to the goods or services for which it is registered. Unauthorized use of a registered trademark constitutes infringement and may result in legal action.

Penalties for trademark infringement include imprisonment for a period not less than one month and not exceeding three years, and a fine not less than SAR 5,000 and not exceeding SAR 1,000,000, or either penalty. In cases of repeated offenses, the penalties may be doubled. The Trademarks Law also provides for the cancellation of a trademark registration if the mark has not been used for a continuous period of five years, unless the owner can provide a valid reason for non-use.

Patent

Patents and industrial designs in Saudi Arabia are governed by the Law on Patents, Layout-Designs of Integrated Circuits, Plant Varieties, and Industrial Designs, issued under Royal Decree No. M/27 dated 29/05/1425H (Corresponding To 17/07/2004G), and amended by the Council of Ministers Resolution No. 536 dated 19/10/1439H (Corresponding To 03/07/2018G).

This legislation provides protection for various forms of intellectual property, including inventions and industrial designs. A patent may be granted for an invention that is novel, involves an inventive step, and is industrially applicable. The invention may relate to a product, a process, or an improvement of either. The patent confers upon its holder the exclusive right to exploit the invention and to prevent others from manufacturing, using, selling, or importing the patented product or process without authorization.

The duration of patent protection is twenty years from the date of filing the application. Industrial designs are protected under the same law and refer to any composition of lines or colors or any three-dimensional form that gives a special appearance to a product of industry or handicraft. To be eligible for protection, the design must be novel and have features that distinguish it from known designs. The protection period for industrial designs is ten years from the date of filing the application. Applications for patents and industrial designs are submitted to SAIP. The application process involves a formal examination to ensure compliance with the legal requirements.

Infringement of patent or industrial design rights may result in civil and criminal penalties. Remedies include injunctions, damages, fines, and imprisonment, depending on the severity of the violation.

Trade Secrets

Trade secrets in Saudi Arabia are governed by the Regulations for the Protection of Confidential Commercial Information, issued under Ministerial Decision No. 3218 dated 25/03/1426H (Corresponding To 04/05/2005G) and amended by Ministerial Decision No. 431 dated 01/05/1426H (Corresponding To 08/06/2005G).

These regulations provide legal protection for undisclosed information that has commercial value and are subject to reasonable efforts to maintain its secrecy, without requiring formal registration. Under Article 1 of the Regulations, information is considered a trade secret if it is (i) not generally known or easily accessible in its final form or in any of its components, (ii) has commercial value because it is secret, and (iii) has been subject to reasonable steps by its rightful owner to maintain its secrecy.

Trade secrets may include technical know-how, business methods, financial data, customer lists, formulas, or any other confidential commercial or industrial information that provides a competitive advantage. There is no fixed duration for the protection of trade secrets in Saudi Arabia. Protection continues as long as the information remains secret and reasonable measures are taken to keep it confidential. However, for confidential test data submitted to government agencies as part of approval processes for pharmaceuticals or agricultural chemicals containing new chemical compounds, the Regulations provide a minimum protection period of five years from the date of marketing authorization, in line with international obligations.

The unauthorized acquisition, use, or disclosure of trade secrets in a manner contrary to honest commercial practices constitutes an infringement under the Regulations. The rightful holder of a trade secret is entitled to seek civil remedies, including compensation for damages and injunctive relief, through the competent judicial authorities.

Indonesia

There is no single, consolidated law governing the technology, media, and telecommunications sectors. Instead, the regulatory framework consists of various laws and regulations that collectively apply to the operation of mobile platforms and digital services.

General

The regulation of electronic information, electronic transactions, and cybercrime in Indonesia is primarily governed by EIT Law. This law established the legal framework for digital communication and online conduct in Indonesia. Under the EIT Law, various actions are explicitly prohibited in relation to the use of electronic systems and transactions and are grouped under the following categories:

a.      Criminal offenses related to illegal activities

b.      Criminal offenses related to interference

c.      Criminal offense of facilitating prohibited acts

Regulations on Internet and Telecommunication Services

Under Indonesian law, any person, state administrators, business entities, and the public who provide, manage, and/or operate electronic system (including a mobile platform), either individually or jointly, for their own use and/or for benefit of others, is classified as an electronic system operator. An electronic system operator is required to obtain the following licenses: Business Identification Number/ Nomor Induk Berusaha (“NIB”) and Registration Certificate of Private Scope Electronic System Operator/ Tanda Daftar Penyelenggara Sistem Elektronik (“TDPSE”).

Prior to obtaining TDPSE, technically, the company is required to obtain NIB through the Online Single Submission (OSS) system in accordance with Article 3 of the Minister of Communication and Information Technology of the Republic of Indonesia (“MOCI”) Regulation No. 5 of 2020, as amended by Regulation No. 10 of 2021 on Private Scope Electronic System Operator (“MOCI Reg 5/2020”). Pursuant to Article 2 paragraph (2), any electronic system operator offering services via the internet, including trading goods or services, financial transactions, digital content distribution, communication services, search engines, or personal data processing must register and obtain a TDPSE.

If we fail to maintain compliance with MOCI Reg 5/2020, including timely registration and licensing of our platform as an electronic system operator, or if we fail to report any future changes to the Ministry of Communication and Digital Affairs the Republic of Indonesia (“MCDA”)–the current nomenclature of MOCI, we may be subject to administrative sanctions, such as access restrictions or platform blocking. Such outcomes could significantly impact our operations in Indonesia and result in reputational damage, loss of users, or decreased revenue.

Additionally, as an electronic system operator, we are subject to cybersecurity requirements related to the implementation of electronic systems. Pursuant to Article 9 of the National Cyber and Crypto Agency (“BSSN”) Regulation No. 8 of 2020 on Security Systems in the Implementation of Electronic Systems (“BSSN Reg 8/2020”), electronic system operators managing strategic, high-level, or low-level electronic systems are required to implement the Indonesian National Standard (SNI) ISO/IEC 27001.

Failure to comply with these requirements may result in administrative sanctions under Article 37 of BSSN Reg 8/2020. This article authorizes the Head of the BSSN to impose sanctions on electronic system providers, including the issuance of a written warning upon detection of such violation.

Regulations on Electronic Transaction and Licensing

As a mobile platform operating in or targeting users in Indonesia, the Company is subject to Government Regulation No. 71 of 2019 on the Implementation of Electronic Systems and Transactions (“GR 71/2019”), which serves as the implementing regulation of the EIT Law. GR 71/2019 sets out specific obligations for Electronic System Operators (“ESOs”), including foreign digital service providers that are accessible in, or directed toward, users in Indonesia.

Pursuant to GR 71/2019, all ESOs — regardless of whether they have a physical presence in Indonesia, are required to register (a TDPSE) with the MCDA. Failure to comply with the registration requirement may result in administrative sanctions, including the blocking of services within Indonesia.

Under Article 95 of GR 71/2019, the government is authorized to restrict access to electronic information or documents deemed prohibited by ordering ESOs to disable access or by directly terminating access. Requests for access termination may be submitted by members of the public, law enforcement agencies, or judicial authorities. “Prohibited electronic information” includes, but is not limited to, content that:

1.      Violates prevailing laws and regulations;

2.      Disrupts public order or societal norms; or

3.      Provides instructions for, or access to, other prohibited electronic information or electronic documents.

Regulations on Advertising through Electronic System

Pursuant to Government Regulation No. 80 of 2019 on Trading Through Electronic Systems (“GR 80/2019”), electronic advertising is permitted for the purposes of marketing and promotion. Entities that create, facilitate, or disseminate online advertisements must ensure that all content complies with applicable laws and regulations, including those relating to broadcasting, consumer protection, data privacy, and fair business competition. Online advertisements must not mislead consumers or infringe upon their rights. Non-compliance with these obligations may result in administrative sanctions, including but not limited to the removal of the advertisement and potential restrictions on the operations of the electronic platform.

Furthermore, pursuant to Article 29 of Minister of Trade Regulation No. 31 of 2023 regarding Business Licensing, Advertising, Guidance, and Supervision of Business Actors in Trading Through Electronic Systems (“MOT Reg 31/2023”), the display and content of electronic advertisements must adhere to specific standards to ensure consumer protection and transparency. The key provisions require that electronic advertisements:

a.      Do not mislead consumers regarding the quality, quantity, composition, usefulness, pricing, or delivery timelines of goods and/or services;

b.      Do not misrepresent the existence or terms of any guarantee or warranty related to the goods and/or services;

c.      Do not contain false, incorrect, or misleading information about the advertised goods and/or services;

d.      Include clear information about any potential risks associated with the use of the goods and/or services;

e.      Do not exploit events or individuals without proper authorization or the consent of the individuals concerned; and

f.       Provide a clear and accessible “exit” mechanism — such as a close or skip button — displayed prominently to allow consumers to easily dismiss the advertisement.

Regulations on Artificial Intelligence

Pursuant to Circular Letter of the Minister of Communication and Information Technology No. 49 of 2023 on Ethics of Artificial Intelligence, the governance of Artificial Intelligence (“AI”) technology encompasses activities such as consulting, analysis, and programming, utilizing advanced technologies including machine learning, natural language processing, expert systems, deep learning, robotics, neural networks, and related technologies. AI implementation must be based on principles of ethics and professional codes of conduct, prioritizing values such as inclusivity, humanity, security, accessibility, transparency, credibility, personal data protection, environmental sustainability, and intellectual property rights protection.

AI must be operated fairly and non-discriminatorily, providing benefits to society, while respecting human rights and protecting privacy and personal data.

Education and public awareness about the technical, ethical, social, and humanitarian aspects of AI are essential components of AI governance. The government, operators, and users share the responsibility to oversee and ensure the technology is not misused or causing harm.

AI operators are required to protect society from data misuse, prevent discrimination and racism, promote responsible innovation, and comply with applicable regulations to maintain digital security. Furthermore, operators must provide clear and transparent information to the public and authorities and implement risk and crisis management to minimize negative impacts on users and the environment.

Regulations on Data Privacy and Protection

Law No. 27 of 2022 on Personal Data Protection (“PDP Law”) serves as the primary legal basis for regulating the collection, use, transfer, and protection of personal data. It applies to both electronic and non-electronic processing and requires data controllers and processors to obtain valid consent, provide clear privacy notices, and implement security measures. The PDP Law grants data subjects rights to access, correct, delete data, and withdraw consent, and regulates cross-border data transfers, which are only allowed if adequate protection or safeguards are in place. Personal data may be disclosed, provided that, it complies with the applicable requirements and protections. Non-compliance may lead to administrative sanctions, fines, or criminal penalties. The PDP Law (which was enacted on 17 October 2022) includes a two-year transition period ending on 17 October 2024, during which companies involved in personal data processing must achieve full compliance. Additional obligations may arise from sector-specific regulations, such as Law No. 11 of 2008 on Electronic Information and Transactions, as amended from time to time, and lastly by Law No. 1 of 2024 (“EIT Law”), which contains provisions relevant to personal data protection. Article 26 of the EIT Law requires consent for any use of personal data through electronic media. Articles 31 to 33 of the EIT Law prohibit unauthorized access, interception, alteration, or disruption of electronic systems and data, while Article 36 of the EIT Law imposes liability for resulting losses. These provisions serve as a foundational framework for privacy and data protection in electronic transactions.

On October 17, 2022, PDP Law was enacted and came into effect, introducing a new framework for personal data protection in Indonesia. Prior to the PDP Law, personal data protection was regulated under existing regulations such as (i) the Minister of Communication and Information Regulation No. 20 of 2016 on Personal Data Protection in Electronic Systems and (ii) the Government Regulation No. 71 of 2019 on the Provision of Electronic System and Transactions, or collectively referred to as the “General Data Protection Regulations”. In addition, EIT Law also regulates electronic information and/or electronic documents, including personal data stored and processed in electronic systems. To the extent provisions in the General Data Protection Regulation and the EIT Law do not conflict

In relation to data retention, while the PDP Law does not impose a specific data retention period, MOCI Reg 20/2016 requires that personal data stored in electronic systems — defined as a series of electronic devices and procedures that function to prepare, collect, process, analyze, store, display, announce, transmit, and/or distribute electronic information — must be retained for a minimum of 5 (five) years. If the personal data is stored beyond this period, it must be deleted unless it remains necessary for the original purpose for which it was collected. In essence, this requirement ensures that Personal Data Controllers manage the lifespan of the data, preventing unnecessary long-term retention.

Moreover, the PDP Law imposes a destruction and deletion obligation on Personal Data Controllers. This obligation requires the erasure or destruction of personal data upon the expiry of the retention period or at the request of the data subject. In this regard, “destruction” refers to actions taken to eliminate, erase, or destroy personal data so that it can no longer be used to identify the data subject. This obligation must be fulfilled under the following circumstances:

a.      the personal data is no longer required to achieve the purposes of its processing;

b.      the data subject has withdrawn their consent for the processing of their personal data, upon which the processing of data shall cease within a period not exceeding 3 x 24 hours;

c.      a request is made by the data subject; or

d.      personal data was obtained and/or processed unlawfully.

Subsequently, the Personal Data Controller must notify the data subject of the destruction or deletion of their personal data.

In the event of a data breach, the PDP Law requires the Personal Data Controllers to deliver written notification no later than 72 hours (3x24 hours) to the personal data subjects and to the personal data protection authority. Such notification must at least include: (i) the personal data that was exposed, (ii) when and how the personal data was exposed, and (iii) the mitigation and recovery measures taken by the Personal Data Controller in response to the breach. Nevertheless, this obligation may be exempted in the following cases:

a.      national defence and security;

b.      legal enforcement, namely those related to efforts or actions to implement or enforce legal rules in accordance with the provisions of laws and regulations, including investigation, inquiry, and prosecution processes;

c.      public interests related to state administration, including civil administration, social security, taxation, customs, and integrated electronic business licensing services; or

d.      financial services sector supervision, monetary, payment systems, and financial stability carried out as part of state administration.

If the Personal Data Controllers or the Personal Data Processors fail to comply with the PDP Law, they may be subject to sanctions in the form of warnings or written reprimands, temporary suspensions of personal data processing activities, mandatory deletion or destruction of personal data, and administrative fines of up to 2% of annual revenue and income of the Personal Data Controller or the Personal Data Processor may be imposed. If corporations commit criminal acts such as obtaining or collecting personal data for their own benefit or for the benefit of others in a manner that harms the personal data subject; disclosing personal data not under their ownership; using personal data not under their ownership; or creating or falsifying personal data to benefit themselves or others resulting in losses to other parties, they may be subject to criminal fines as well as additional criminal penalties in the form of:

a.      confiscation of profits and/or assets obtained from the criminal act;

b.      partial or full suspension of the corporation’s business;

c.      permanent prohibition from carrying out certain acts;

d.      closure of all or part of the corporation’s business premises and/or activities;

e.      enforcement of obligations previously neglected;

f.       payment of compensation;

g.      license revocation; and/or

h.      liquidation.

Regulations on Intellectual Property

Indonesia recognizes several types of intellectual property, namely copyrights, trademarks and geographical indications, patents, trade secrets, industrial designs, and integrated circuit layout designs.

Copyrights

Copyrights in Indonesia are regulated under Law No. 28 of 2014 on Copyrights (“Indonesian Copyright Law”). Indonesia applies the declarative principle in copyright protection, under which a copyright — as the exclusive right of a creator — arises automatically without the need for registration, once the work is expressed in a tangible form. Article 64 of Indonesian Copyright Law further confirms that registration is not required for protection, so both registered and unregistered works have equal legal protection from the moment they are created.

Protected works under Article 40 of Indonesian Copyright Law encompass creations in the fields of science, art, and literature, which include:

•        books, pamphlets, published layouts of written works, and all other literary works;

•        lectures, addresses, speeches, and similar works;

•        teaching aids created for educational and scientific purposes;

•        songs and/or music with or without lyrics;

•        dramas, musical dramas, dances, choreographic works, wayang (traditional puppetry), and pantomimes;

•        works of visual art in any form, such as paintings, drawings, carvings, calligraphy, sculptures, statues, or collages;

•        works of applied art;

•        architectural works;

•        maps;

•        batik art or other motif-based artistic works;

•        photographic works;

•        portraits;

•        cinematographic works;

•        translations, interpretations, adaptations, anthologies, databases, arrangements, modifications, and other derivative works;

•        translations, adaptations, arrangements, transformations, or modifications of traditional cultural expressions;

•        compilations of works or data, whether in a format readable by computer programs or other media;

•        compilations of traditional cultural expressions, provided the compilation constitutes an original work;

•        video games; and

•        computer programs.

The exclusive right consists of the following:

1)      Moral rights, as stated in Based on Article 5 of the Indonesian Copyright Law, belong permanently to the creator and include the right to (i) continue to include or exclude their name on the copy with respect to the public use of the works, (ii) use an alias or pseudonym, (iii) change their creation to comply with appropriateness in the community, (iv) change the title and subtitle of their works, and (v) defend their rights in the event of distortion of creation, mutilation of creation, modification of creation or other acts which will be prejudicial to their honor or reputation. These rights cannot be transferred during the creator’s lifetime, but can be inherited or transferred after their death by testament or other methods in accordance with the Indonesian regulation after their death (inheritance, grant, written agreement, etc.).

2)      Economic rights shall mean the exclusive right of the creator or the copyright holder to obtain economic benefit from the work. Such economical rights as stipulated in Article 9 of the Indonesian Copyright Law grant the creator to engage in (i) publication of the creation, (ii) reproduction of the creation in all its forms, (iii) translation of the creation, (iv) adaptation, arrangement, or transformation of the creation, (v) distribution of the creation or their copies, (vi) performance of the creation, (vii) publication of the creation, (viii) communication of the creation, and (ix) rental of the creation.

Certain works are excluded from protection under Article 41 of the Indonesian Copyright Law, such as (i) creations that have not been completed in tangible form, (ii) the idea, procedure, system, method, concept, principle, findings, or data, regardless of being expressed, stated, described, explained, or incorporated in a creation, and (iii) tools, objects, or products that are created solely to resolve technical problems or whose form only serve functional needs.

Copyright may be transferred, either in whole or in part, through several means as stipulated in Article 16 of the Indonesian Copyright Law, including inheritance, grant (hibah), endowment (wakaf), testament, written agreement, or other lawful reasons in accordance with applicable laws and regulations. Thus, the transfer of copyright is not limited only to sale or licensing agreements but also includes other legally recognized mechanisms.

Under Article 80 of the Indonesian Copyright Law, copyright owners can grant licenses to others through a written agreement. The license lasts for a specific period and cannot exceed the copyright’s duration. Usually, the licensee must pay royalties to the copyright owner during this time. The amount and payment terms for royalties are agreed upon in the license contract and should be fair and based on common practice. According to Article 83 of the Indonesian Copyright Law, the license agreement must be registered with the Minister of Law and Human Rights of Republic of Indonesia (currently known as the Minister of Law or “MOL”), and a fee applies for this registration.

The duration of copyright protection depends on the nature of the work and the rights holder, the range from 25 years to 70 years. For example: (i) for computer program work; and (ii) compilations of works or data, whether in a format readable by computer programs or other media, the term of copyright protection is 50 years.

Unauthorized use of copyrighted works may constitute copyright infringement. This includes reproducing, publishing, distributing, performing, communicating, or renting the work without the creator’s or copyright holder’s permission. Infringement may involve violations of either economic or moral rights.

Under Article 113 of the Indonesian Copyright Law, copyright infringement for commercial purposes may result in criminal penalties of up to 4 years imprisonment and/or fines up to IDR 1,000,000,000, or up to 10 years imprisonment and/or IDR 4,000,000,000 for serious offenses like unauthorized reproduction or distribution. In addition to criminal sanctions, civil remedies are also available under Articles 95 – 97 of the Indonesian Copyright Law, allowing copyright holders to claim damages and request the court to order cessation of infringement, destruction of infringing goods, or seizure of profits.

However, certain uses are not considered infringement. Article 43 of the Indonesian Copyright Law provides exceptions for fair use in contexts such as education, research, archival use, and parody, provided the usage is non-commercial and proper attribution is given.

According to Article 2 of the Indonesian Patent Law, patent protection applies to inventions that are new, involve an inventive step, and are industrially applicable. The duration of protection depends on the type of patent:

•        Regular patents are granted for new inventions with an inventive step and industrial applicability. Article 22 of the Indonesian Patent Law sets a protection period of 20 years from the filing date, which cannot be extended.

•        Simple patents are granted for inventions in the form of products that not only differ in technical characteristics but must also have more practical functions or uses than previous inventions due to their shape, configuration, construction, or components, which include tools, goods, machines, compositions, formulas, compounds, or systems. Simple patents are also granted for inventions in the form of new processes or methods. Article 23 of the Indonesian Patent Law provides protection for 10 years from the filing date, which also cannot be extended.

As stipulated in Article 19 of the Indonesian Patent Law, the patent holder has the exclusive right to implement the patent he owns and prohibit other parties who do not have his consent to use it in terms of making, using, selling, importing, leasing, delivering, or providing for sale or lease or delivery of products granted a patent for product patents, as well as in the case of using the patented production process to make goods or other acts in the case of process patents.

Patent infringement occurs when someone uses, makes, sells, imports, or leases a patented product without the patent holder’s permission, or uses a patented process to make goods. This is prohibited under Article 160 of the Indonesian Patent Law.

Violating patent rights can lead to imprisonment from 2 to 10 years and fines ranging from IDR 500,000,000 to IDR 3,500,000,000, depending on the severity and consequences of the infringement. Unauthorized disclosure of confidential patent documents may result in up to 2 years imprisonment. These penalties are based on Articles 161 to 165 of the Indonesian Patent Law, and infringements require a formal complaint. Courts may also order the seizure and destruction of infringing products, as stipulated under Article 166 of the Indonesian Patent Law.

Trade Secrets

Trade secrets in Indonesia are regulated under Law No. 30 of 2000 on Trade Secrets (“Indonesian Trade Secret Law”). A trade secret refers to information that is unknown to the public in the field of technology and/or business, has economic value due to its usefulness in business activities, and is maintained in confidentiality by its owner. Under Article 2 of the Indonesian Trade Secret Law, the scope of protected trade secret includes: (i) production methods; (ii) processing methods; (iii) sales methods; or (iv) other information in the field of technology and/or business that has economic value and is not known by the general public.

Protection is granted automatically once the information meets the required elements, it does not require registration. To be protected, a trade secret must fulfill three elements, which consist of:

(i)     confidential, which means that it is only known by certain parties and not general public;

(ii)    has economic value, which means that the confidentiality of this information can be used to carry out commercial activities or businesses; and

(iii)   is kept confidential through appropriate efforts.

The duration of protection for trade secrets is not time-limited, as long as the information remains confidential and meets the criteria stipulated under the law. According to Article 4 of the Indonesian Trade Secret Law, the trade secret owner has the exclusive right to use the trade secret for personal or commercial purposes and may license to other parties or prohibit others from using it without consent.

Infringement occurs when a person intentionally discloses, uses, or obtains the trade secret without authorization and in a manner contrary to honest commercial practices. As regulated under Article 13 of the Indonesian Trade Secret Law, infringement of trade secret rights may result in civil and criminal sanctions. Article 17 of the Indonesian Trade Secret Law further stipulates that any person who intentionally and without authority uses, discloses, or acquires a trade secret may be subject to imprisonment for up to 2 years and/or a fine of up to IDR 300,000,000.

Industrial Designs

Industrial designs in Indonesia are governed under Law No. 31 of 2000 on Industrial Designs (“Indonesian Industrial Design Law”), which defines an industrial design as a creation on the shape, configuration, or composition of lines or colours, or lines and colours, or the combination thereof in a three-or two-dimensional form that gives an aesthetic impression and can be applied to a product, article, or handicraft. The scope of protection includes designs applied to industrial products such as clothing, packaging, furniture, electronic devices, and other manufactured goods. Pursuant to Article 10 of the Indonesian Industrial Design Law, protection is granted upon registration. Only industrial designs that are new, meaning they have not been disclosed to the public prior to the filing date, are eligible for protection, as stipulates under Article 2 of the Indonesian Industrial Design Law.

The protection period for a registered industrial design is 10 years from the acceptance date, as provided under Article 5 of the Industrial Design Law. During this period, the right holder enjoys exclusive rights to use the design and to prohibit others from making, using, selling, or importing products bearing the registered design without consent. Infringement occurs when a party, without authorization, commercially exploits a registered design. As stipulated in Article 9 of the Indonesian Industrial Design Law, the right holder may bring a civil claim against the infringer, including for compensation and cessation of the infringement. Moreover, criminal sanctions are also provided under Article 54 of the Indonesian Industrial Design Law, where any person who intentionally and without right uses an industrial design owned by another party may be sentenced to imprisonment for up to 4 years and/or a fine of up to IDR 300,000,000.

Integrated Circuit Layout Designs

Integrated circuit layout designs in Indonesia are regulated under Law No. 32 of 2000 on Layout Designs of Integrated Circuits (“Indonesian Integrated Circuit Law”), which defines the following:

1)      Integrated circuit means a finished or semi-finished product containing various elements — at least one of which is active — formed integrally within a semiconductor material to perform electronic functions.

2)      Layout design means a three-dimensional arrangement of elements, at least one of which is active, and some or all of the interconnections in an integrated circuit, intended for manufacturing purposes.

To be protected, an integrated circuit layout designs must be original, meaning it is the result of the creator’s own intellectual effort and is not commonly used by other creators of layout designs in accordance with Article 2 of the Indonesian Integrated Circuit Law. Protection is granted either from the first date of commercial exploitation anywhere in the world or from the filing date of the registration application submitted to the Directorate General of Intellectual Property, which will be recorded and announced in the official gazette. The term of protection is 10 years.

During the protection period, the right holder has the exclusive right to prohibit others from reproducing, using, selling, importing, exporting, or distributing products containing the layout design without permission. Exceptions apply for limited use in research and education, provided it does not unfairly harm the right holder’s interests, as stipulated under article 8 of the Indonesian Integrated Circuit Law.

Pursuant to Article 23 of the Indonesian Integrated Circuit Law, rights over integrated circuit layout designs may be transferred through inheritance, grant, testament, written agreement, or other lawful means, and must be recorded with supporting documents in the General Register. Article 25 of the Indonesian Integrated Circuit Law further stipulates that the right holder may also license the design to third parties, subject to registration.

Any unauthorized use of the protected integrated circuit layout designs constitutes infringement, for which the right holder may file a civil claim for damages and/or request cessation of the infringing act, in accordance with Article 38 of the Indonesian Integrated Circuit Law. Criminal sanctions for intentional and unlawful infringement include imprisonment of up to 4 years and/or fines up to IDR 300 million, as set out in Article 42 of the Indonesian Integrated Circuit Law.

Egypt

Regulations on Telecommunications

In Egypt, the telecommunications sector is regulated by the Telecommunication Law No. 10/2003 (the “Telecommunications Law”). The Telecommunications Law regulates the establishment of the National Telecommunications Regulatory Authority (“NTRA”) which enjoys strong supervisory powers over the telecommunications sector. NTRA is the competent government authority to issue all applicable licenses required in the telecommunications sector. According to the Telecommunications Law, NTRA is the authorized entity to issue regulations on the applicable permits for dealing in telecommunication equipment including importation, marketing and sales activities.

As a part of the services of live chat room, YoYo allows voice chat between its users based on the Voice over Internet Protocol (“VoIP”). While VoIP is not specifically regulated under Egyptian law, Article 21 of the Telecommunication Law prohibits the transmission of international calls without a license from the National Telecom Regulatory Authority (“NTRA”). In practice, an app will be deemed as “passing international calls” if it enables voice chat between its users based on VoIP and therefore be required to obtain the beforementioned license from NTRA. Failure to obtain such license from NTRA before passing international calls will be subject to imprisonment for up to five years and/or a fine of up to EGP 500,000 (approximately USD 9,850).

In practice, NTRA does not grant VoIP license to chatting apps. Such license is only granted to internet service providers. While the NTRA has been known to block VoIP-based functionality on certain chat apps, it allows others to operate without restriction. This selective enforcement occurs in the absence of clear legal requirements or criteria under Egyptian laws, resulting in arbitrary treatment of different apps.

Regulations on Media Apps

In Egypt, the media sector is regulated by the Media Law No. 180/2018 (the “Media Law”). As per the Media Law, the Supreme Media Regulatory Council (the “SMRC”) is the competent government authority responsible for issuing all licenses to operate in the media sector.

Article 6 of the Media Law prohibits operating websites in Egypt (including apps) without obtaining a license from the SMRC. This includes offshore websites and apps that are accessible in Egypt. Websites are defined under the Media Law as pages, links, or apps that is created, hosted, or accessed through internet and which present journalistic, media, or advertising content. Failure to obtain such license will result in a fine of up to EGP 3,000,000 (approximately USD 59,125). The SMRC also have the authority to block websites and apps that operate without the required license.

In 2020, the SMRC issued the licensing regulations by the decree No 26/2020 (the “Licensing Regulations”). The Licensing Regulations introduced a new definition of social information technology companies (the “SITCs”). A company will be deemed as an SITC if (i) it operates platforms or websites that host news or offer media services or artistic content for profit; and (ii) it allows users to share or circulate any news or media content with other users or to make available such content for the general audience on such platform or website.

Pursuant to the Licensing Requirements, a SITC may, in lieu of obtaining a license directly from the SMRC, apply for SMRC accreditation of a comparable license issued by the competent regulatory authority in its home jurisdiction. In practice, however, the SMRC generally denies such accreditation requests and requires all relevant platforms and websites to obtain a license issued directly by the SMRC.

Regulations on Data Privacy and Protection

Data privacy is regulated by the Data Protection Law No. 151/2020 (the “DPL”), which applies to which applies to the personal data of individuals that is wholly or partially processed electronically. The DPL applies to any data related to a natural person, from which such natural person can be identified, directly or indirectly through the linkage between such data and any other data such as name, sound, photo, identification number, online identifier or data revealing psychological, health, economic, cultural or social identity.

Although the DPL has come into force, many of its provisions remain unclear and are intended to be interpreted and addressed through the DPL executive regulations (the “DPL ERs”), which have not yet been issued. As a result, in practice, the obligations and requirements under the DPL will only become fully applicable once the DPL ERs are enacted. The timeline for the issuance of the DPL ERs remains unclear. Once the DPL ERs are enacted, the DPL will be fully applicable, and entities subject to the DPL will be granted a one-year grace period to achieve compliance.

The DPL explicitly extends its applicability to foreign data controllers and processors in certain respects. For instance, it imposes an obligation on foreign data controllers and processors processing the personal data of individuals in Egypt to appoint a legal representative in Egypt. The DPL ERs are expected to provide further clarity on the scope and extent of the DPL’s extraterritorial application to foreign entities processing the personal data of individuals in Egypt.

Additionally, pursuant to the DPL, controllers and processors of personal data of Egyptian individuals are required to obtain a license from the Data Protection Center (the “DPC”). The DPC has not yet commenced operations and is expected to become operational upon the issuance of the DPL ERs.

Accordingly, the obligations and other requirements set out under the DPL will need to be revisited once the DPL ERs are enacted, to ensure the Company’s compliance with the regulations of Egypt on data privacy and protection.

BUSINESS

Unless otherwise stated, the terms “Hacker Interstellar,” “the Company” and “our Company” this section refer to Hacker Interstellar Inc. The terms “we,”, “us,” “Group,” “our Group” and “our” refer to Hacker Interstellar Inc. and its subsidiary or subsidiaries, as the case may be.

OUR MISSION

Our mission is to be a global leader in vernacular language voice social networking and AI voice technology, providing a voice interaction infrastructure platform for users of vernacular languages and dialects worldwide, driven by technological innovation.

OVERVIEW

We are a global company at the forefront of voice-centric social networking and AI voice technology, with a primary focus on emerging markets such as South Asia, the Middle East, and Southeast Asia. Leveraging our proprietary vernacular language AI voice models, our core voice chat room products, notably our flagship platform YoYo, have achieved scalable user bases and monetization. We are strategically expanding our offerings to include AI-powered voice tools and business-to-business solutions, with the goal of becoming a fundamental voice interaction platform provider for users of vernacular languages and dialects globally.

OUR COMPETITIVE STRENGTHS

We believe the following strengths have contributed to our success and differentiate us from others:

Leading Voice Social App in Multiple Emerging Markets

We have successfully established a leading voice social ecosystem in the operating emerging markets, primarily through our YoYo platform. YoYo leverages advanced recommendation algorithms and a robust technical framework to help users discover like-minded social circles, establishing us as a leading online voice social platform in markets such as India, the Middle East, and Southeast Asia. As of June 30, 2025, YoYo had accumulated 57,462,620 Registered Users across 29 countries and regions. For the fiscal years ended on December 31, 2023 and 2024, our average MAUs were 3.3 million and 3.6 million, respectively. For the six months ended on June 30, 2024 and 2025, our average MAUs were 3.1 million and 4.7 million, respectively. According to an industry consultant, YoYo ranked top five by downloads on Google Play and the App Store in South Asia, Southeast Asia, and Middle East for the year ended June 30, 2025.

•        Extensive Vernacular Language Support:    We possess a deep understanding of multilingual and culturally diverse markets, which has driven the development of our proprietary vernacular language AI voice model. As of June 30, 2025, YoYo offered 23 language versions, including Hindi (accounting for approximately 28% of our active users), Arabic (approximately 15%), Indonesian (approximately 15%), Urdu (approximately 8%), Bengali (approximately 6%), and Portuguese (approximately 6%). This broad language coverage significantly enhances our user appeal across diverse cultural regions.

•        High User Engagement:    YoYo provides users with an exceptional social and leisure experience. Our platform features and activities are designed with careful consideration of users’ diverse cultural backgrounds to offer a localized experience. Voice-based communication allows users to interact more comfortably and freely, bypassing potential barriers associated with video chat due to cultural, social, or privacy concerns. Furthermore, our platform is designed to ensure user equality, encouraging all users to communicate and interact freely and eliminating perceived differences between influencers and ordinary users or experts and novices. Coupled with our AI-powered precise recommendation algorithms, which automatically analyze user behavior characteristics and synthesize multi-dimensional data such as age and interests for precise content matching, users on our platform achieved an average session duration of 75 minutes. We had an average of 285,000 and 225,656 monthly active chat rooms as of December 31, 2024 and June 30, 2025, respectively. According to China Insights Consultancy, in 2024, YoYo’s average user session duration consistently ranks among the top three in each of the Middle East, South Asia, and Southeast Asia.

•        Strong Monetization Capability:    Our focused recommendation technology not only optimizes user matching and content discovery but also effectively promotes user conversion. For the years ended December 31, 2023, and 2024 and six months ended June 30, 2025, our primary revenue was generated from user consumption of virtual gifts, virtual items and upgrade services, interactive games, as well as subscription fees, with various transaction scenarios seamlessly integrated within the platform. YoYo has a substantial base of high-value Paying Users. For the year ended December 31, 2024 and the six months ended June 30, 2025, we had an average of 134,000 and 95,000 Paying Users, our monthly Average Revenue Per User (“ARPU”) was $2.20 and $1.51, and our monthly Average Revenue Per Paying User (“ARPPU”) was $57.50 and $75.36, respectively. According to China Insights Consultancy, our monthly ARPPU of $57.50 is significantly higher than the average ARPPU of $30 for top five companies in these regions. The high user engagement time and willingness to pay demonstrate YoYo’s leading advantages in user stickiness and efficient monetization. Our success in establishing sustainable growth and effective monetization models in markets with varying cultural and economic development levels, such as South Asia, the Middle East, and Southeast Asia, proves the high adaptability and replicability of our business model.

Innovative Vernacular Language AI Voice Model Technology based on LLMs

Our proprietary end-to-end vernacular language AI voice model technology forms a unique competitive barrier in that it provides us a competitive advantage. The unique competitive barrier is created by our access to large-scale vernacular datasets, which enable us to build and refine high-quality voice models that are difficult for general-purpose AI developers to replicate; the inherent emotional and sentiment information contained in such datasets which gives us a natural advantage in training models for emotion recognition and expressive speech synthesis, compared to competitors that rely on costly manual labeling; and our ability to develop personalized voice cloning technologies based on user-authorized data, which enable us to support customized and engaging user experiences. This model serves as the foundation for our core business lines, including voice social networking and meeting transcription, while also enabling our expansion into new product areas such as smart voice assistants, digital education, and voice efficiency tools.

•        Multi-language and Regional Dialect/Accent Adaptation:    We have established an adaptive system for multiple languages and regional accents, incorporating a globalized language library that supports automated adaptation for mainstream languages and regional dialects. This allows for precise recognition and generation of voice content that aligns with regional cultural characteristics. Combined with voice role recognition technology, our model can automatically match original voice timbre characteristics in multi-language translation and dubbing scenarios, ensuring the coherence and localization of cross-language content output and significantly reducing the costs of cross-border content production.

•        High-Fidelity Real-Time Voice Generation:    Our model features high-fidelity voice generation and real-time synthesis capabilities. Utilizing an advanced deep learning architecture, it supports the generation of voice replicas that are highly similar to human timbre within seconds and possesses millisecond-level response speeds. This meets the real-time demands of scenarios such as live interactions, smart customer service, and audio content creation. Through optimized co-training mechanisms for acoustic and language models, we have achieved significant improvements in voice naturalness and emotional expressiveness, surpassing the limitations of traditional, more mechanical-sounding voice engines.

•        Efficient Multi-Modal Architecture based on Dual Transformers:     Designed with a dual Transformer architecture, our model can synchronously process multi-modal input data, including text, audio, and video, achieving end-to-end efficient information fusion. This architecture employs dynamic quantization and model compression techniques to significantly reduce memory footprint and computational resource consumption, supporting stable deployment on mobile devices, embedded systems, and low-compute environments, thereby covering a broader hardware ecosystem.

•        End-to-End Full-Stack Voice Application Toolchain:    Our model includes an intelligent sound effect customization and script editing toolchain, providing full-stack sound effect generation and editing capabilities. Users can customize voice parameters (such as speed, pitch, and emotional intensity) and environmental sound effects through a visual interface, enabling precise synchronization of audio content with video footage. This toolchain supports the rapid import and export of mainstream audio and video formats, adapting to the personalized needs of creative scenarios such as short videos, games, and advertisements, thereby significantly enhancing content production efficiency.

AI-Driven Multilingual Recommendation Engine and Localization Expertise for Efficient Global Expansion

Our early and sustained investment in AI-driven recommendation algorithms, coupled with our deep understanding of multilingual and culturally diverse markets, particularly in the South Asian region, has created a significant competitive advantage. This enables us to expand rapidly and cost-effectively into new global markets.

•        Leading Multilingual Recommendation Algorithm Technology:    Since 2016, operating in the highly fragmented Indian market with over a dozen widely used languages, we successfully developed a neural network-based recommendation engine system. This system utilizes an AI engine to efficiently index and structure user data, effectively addressing the challenges of data processing in multilingual environments. Our recommendation system automatically analyzes user behavior characteristics, integrating multi-dimensional data such as age and interests to achieve precise content matching. Furthermore, it employs retargeting technology to continuously optimize content delivery strategies, thereby enhancing user acquisition and retention efficiency.

•        Accelerated Regional Adaptation via Modular Technology Architecture:    We have built a highly flexible modular technology architecture that packages core application functionalities into reusable modules. This allows us to directly leverage existing modules when developing new applications or expanding into new regions, significantly reducing underlying development investment and achieving a “train once, use everywhere” technological advantage. This architecture drastically shortens the technology adaptation time and costs required for entering new markets. According to China Insights Consultancy, our technology deployment cycle for a single region is merely two weeks, significantly shorter than the industry average of two months, providing us with a strong capability to respond rapidly to market opportunities.

AI-Empowered Operations for High-Efficiency Expansion and Low Marginal Costs

Through our validated business model and AI-driven operational framework, we have built high-efficiency market expansion capabilities, achieving excellent operational productivity while significantly reducing costs.

•        Validated and Scalable Business Model:    Leveraging our early localization advantages accumulated in multilingual environments, we have successfully validated and established a core monetization model centered on “virtual gifts, virtual items, interactive games, and subscription fees,” ensuring a stable cash flow. For the year ended December 31 and six months ended June 30, 2025, our average user acquisition cost (“UAC”) was $0.62 and $0.34, while our monthly ARPU reached $2.20 and $1.51, and our monthly ARPPU was $57.50 and $75.36, respectively, demonstrating the effectiveness and profitability of our business model. We calculate UAC by dividing our total user acquisition expenses in a given period by the number of new registered users acquired during that period. For purposes of this calculation, user acquisition expenses consist primarily of (i) online performance advertising, including social media and search engine expenses, and (ii) affiliate marketing expenses, and exclude brand advertising and other marketing expenditures that are not directly attributable to the acquisition of new users.

•        Standardized and Replicable Operational SOPs:    We have constructed a set of standardized and replicable operating procedures (“SOPs”) covering over 200 operational nodes, including precise user targeting and operational event execution. This enables our headquarters to uniformly plan and efficiently support multi-region market expansion without relying on the establishment of large-scale local teams. As of June 30, 2025, our operation team, which managed operations across 29 countries and regions, consisted of 32 full-time employees, managed through a lean operational structure.

•        Fully Automated AI Operations System:    We have comprehensively adopted automated systems in our event operations. Utilizing large model technology, we can rapidly generate thousands of event plans, including design and logical models, and validate their effectiveness through small-scale testing. High-performing event plans are automatically launched, and post-launch, the system monitors data in real-time and dynamically adjusts strategies based on feedback. This fully automated process has significantly reduced the launch time for online events from the traditional 1-2 weeks to under 24 hours and has achieved closed-loop optimization of event strategies. This not only markedly enhances event operational efficiency but also lays a solid foundation for gradually replacing manual operations with AI in overseas markets in the future.

Experienced Management Team with Deep Technical Background and Visionary Market Insight

Our management team possesses extensive industry experience and technical expertise, which are critical factors for our success. Our founder and CEO, Mr. Chen Yukun, has over 15 years of experience in the internet industry and 20 years in large model development. Mr. Chen holds a Bachelor’s degree in Computer Science and a Master’s degree in Computer Science with a focus on Artificial Intelligence from Tsinghua University. He previously served as a researcher in the Search and Data Mining group at Microsoft Research Asia and later co-founded Umeng+, where he led algorithm research and commercialization, accumulating profound data technology background and business strategy experience. Mr. Chen spearheaded the research, development, and large-scale application of vernacular language recommendation algorithms for the Indian market, successfully achieving significant cross-regional user growth and securing investments from institutions such as Tencent and Legend Capital. Mr. Chen’s technical background and successful serial entrepreneurial experience provide crucial decision-making support for our company’s strategic direction and technology roadmap.

Our Head of Product, Mr. Ji Xin, has 12 years of experience in the internet industry and has been with our company for 10 years. Since his tenure at Umeng+, he has been involved in algorithm research and has undertaken key product planning and design work. Furthermore, our core technical team members possess full-chain capabilities, from algorithm research and development to product deployment, and are focused on cutting-edge AI technology and data mining. This expertise has supported the productization of our company’s applications across multiple scenarios, from audio-based education and intelligent voice customer service to AI digital humans.

Our management team, with its proven market insight and large-scale execution capabilities, ensures that our company can professionally identify industry development trends, optimize business models, and continuously drive technological innovation and market competitiveness for our products and services.

OUR GROWTH STRATEGIES

We are pursuing the following growth strategies to achieve our mission.

Expand Regional Presence and Grow User Base Concurrently

We plan to implement a dual-track strategy of regional expansion and deep penetration of existing markets. This approach aims to expand our global market share by entering new regions while simultaneously increasing user density in our current markets, thereby creating a virtuous cycle to continuously break through our company’s growth ceiling and achieve long-term sustainable development.

•        Rapid Expansion into Emerging Markets with Low Localization Cost:    In terms of regional expansion, we will fully leverage our AI-driven precise user targeting system to efficiently expand horizontally into new operating emerging markets at a low localization cost. Based on our successfully validated models in the Indian and Middle Eastern markets, we plan to strategically enter new regions such as Latin America, Japan, and South Korea within the next three years, anticipating the addition of 2-3 new core markets. Our AI-driven operational model enables the company to rapidly adapt to different cultural and linguistic environments while maintaining a lean local team structure, significantly lowering traditional market entry barriers.

•        Refined Operations to Increase Existing Market Penetration:    Compared to the industry average, we have achieved user base growth with significantly lower marketing expenses. For the years ended December 31, 2023 and 2024 and for the six months ended June 30, 2024 and 2025, our selling expenses were $3.77 million, $3.53 million, $2.13 million and $1.33 million, respectively, representing 4.9%, 3.8%, 4.7% and 3.1% of our total revenue, respectively. According to China Insights Consultancy, our marketing expense ratio is significantly lower than the industry average of 10% – 15%, indicating our efficient user acquisition capabilities and ample growth potential. In the future, we plan to strategically increase our investment in major channels such as Google and Apple app stores, focusing on boosting the user base in our existing regions. We will employ refined targeting strategies to effectively expand our market coverage while ensuring user quality.

•        Driving Growth Through New Products:    We align the rollout of our new products with our market expansion strategy. Our AI Agent feature has been launched within our core application YoYo and is currently in a stage of continuous performance tuning and feature iteration, designed to support deeper penetration in existing markets by enhancing user stickiness. Our tool-based product, Votars, has completed its initial development and has entered an initial commercialization phase in the Japanese, South Korean and Indian markets. We plan to gradually expand its commercialization to other core markets over the next 12 to 24 months, in line with our regional expansion pace, to explore new revenue growth opportunities.

Enhance AI Voice Technology and Build New Application Scenarios for Emerging Markets

Our company’s strategic priority is to systematically expand AI voice technology application scenarios and establish a comprehensive voice ecosystem oriented towards emerging markets. Our AI strategy employs a hybrid model, leveraging leading open-source models as a foundational layer while applying our proprietary, large-scale datasets accumulated in specific linguistic environments for extensive fine-tuning and optimization.

•        Innovative Expansion of Multi-Scenario Voice Applications:    We plan to fully explore the multi-scenario applications of AI voice technology. We will promote the commercialization of voice models in the pan-entertainment sector, with a key focus on developing automated dubbing technology for film and television content in vernacular languages. This technology will significantly reduce the cost and time barriers for cross-language content distribution in areas such as global film releases, multilingual promotional videos for international campaigns, and multilingual conversion of instructional videos for teachers, while simultaneously expanding our global audience.

•        Upgrade Voice Model Business Operations and Construct AI Agent Ecosystem:    Building on our existing technology, we will further upgrade our voice technology business operations and promote the development of AI Agents, constructing an ecosystem equipped with automated content generation, real-time feedback, and intelligent review capabilities. Through Voice Cloning technology, users can achieve precise cloning of their personal voice by providing approximately 1.5 hours of their daily voice chat room recordings, without the need to record specialized voice data. Combined with Conversational AI solutions built upon fine-tuned models, these voice-cloned digital avatars can independently interact with others in voice rooms and generate revenue from users. By integrating voice recognition, cloning, and real-time translation technologies, we aim to enable users of different languages to communicate seamlessly in their respective native tongues, with the system automatically performing real-time translation and outputting it in a voice familiar to the recipient, creating a truly borderless voice social experience.

Increase Research and Development in AI Voice Models

Our strategy focuses on advancing the research and development of AI voice models to address key pain points in multi-language voice interaction, thereby enabling rapid regional replication and horizontal product line expansion.

•        Establish Professional Language Labs:    We will establish professional language laboratories to strategically focus on dialects, regional accents, and vernacular languages in emerging markets, rather than the English and Chinese large models that have been extensively developed by technology giants. Through a combination of independent research and development and external technical support, we will create end-to-end local language large models to resolve the pain points of voice interaction in multilingual scenarios. This strategic R&D direction will support our rapid replication capabilities in different regional markets, significantly reducing market expansion costs and improving expansion efficiency.

•        Leverage Transformer-based Voice AI for Tool-Based Product Lines:    We will utilize our Transformer architecture-based voice AI technology to strategically expand horizontally into tool-based product lines targeting both enterprise and individual users. Our already launched voice transcription tool, Votars, leverages the advanced technology from our language labs to further explore innovative application scenarios such as voice diarization and cloning. Through the horizontal reuse of technology, we can seamlessly integrate into diverse scenarios like corporate meetings and online education, simultaneously meeting the differentiated needs of both B2B and B2C users and forming economies of scale and cost advantages through technology reuse.

Upgrade Strategic Partnerships to Support Global Operations

To achieve efficient global expansion and technological iteration, our company is actively building and deepening its strategic partnership ecosystem with leading cloud service providers and model vendors.

•        Hybrid Cloud Architecture Cooperation for Balance and Acceleration:    We are deepening our cooperation with cloud service providers to achieve an effective balance between training costs and data security under a hybrid cloud architecture. This approach not only ensures that the company can flexibly address high data density requirements during the R&D process but also further enhances overall R&D efficiency and market response speed by compressing model iteration cycles.

•        API-Level Cooperation to Co-Build Voice Large Model Ecosystem:    We are engaging in API-level cooperation with leading global artificial intelligence model vendors. Through these open collaboration models, our company can leverage mature technologies and cutting-edge research outcomes, thereby reducing foundational R&D investment and risks. By building on the shoulders of technology giants to explore and construct a voice large model ecosystem, we significantly enhance our competitive advantage in the global voice technology market.

OUR SERVICE

We offer a range of voice-centric social networking and entertainment services, primarily through our flagship platform YoYo, and are expanding into AI-powered tool-based applications.

YoYo

YoYo provides our users with a virtual meeting place where they can leisurely gather and enjoy voice-based multiplayer social interactions. Users can participate in voice chat, text chat, virtual gifting, and other interactive features, all designed to cultivate a vibrant and active online community. Every registered user can create their own voice rooms without limitation and set themes for them.

•        Voice Chat:    A single voice room can accommodate an unlimited number of concurrent participants, allowing up to 27 users to speak simultaneously, with no limit on connection duration.

•        Text Chat:    The voice room interface also includes a text chat area for non-voice communication. Users can send text messages, emojis, or images to a specific individual (one-on-one) or to the entire group.

•        Gifting:    Users can send virtual gifts to any other user within a voice room to express appreciation for their contributions or to gain recognition within the community. To incentivize gifting, we have created rankings that recognize users who send the most gifts and those who receive the most gifts, and these rankings are updated in real-time.

•        Additional Interactive Features:    Other interactive features in voice rooms include the ability for users to upload photos to share with others in the room; and various simple gaming tools, such as rock-paper-scissors, available for use within the voice room.

Messaging and Moments

To foster social connections within the YoYo community and enhance user stickiness, we provide additional features that allow users to interact and access entertainment content.

•        Messaging:    We offer a two-way messaging function on YoYo. After a user adds another user as a friend, they can directly exchange private text messages without needing to enter a voice room or be interrupted by other users, allowing for deeper conversations to further build connections. In addition to text, users can also send voice clips and gifts on the messaging page.

•        Moments:    Moments is a mini-blogging feature on our platform. In addition to viewing Moments from users they have already added as friends, users can also “follow” users who post topics of interest to them. We have embedded interactive functions within Moments to promote user interaction, allowing users to

share relevant Moments with friends, comment on them or “like” them, and send virtual gifts to the users who created the Moments. In the “Popular” feature, we select popular Moments from users and push them to other users, helping users find friends with common interests and also promoting the creation of deeper content within the YoYo community.

Casual Games

We offer casual games to enrich the entertainment options on our platform and further enhance user interaction. These games help users make more friends by acting as icebreakers. While playing games, users can engage in voice chat and connect with other players. Our system provides two player-matching options in games: users can choose to be paired with players selected by our system based on certain criteria (such as language settings) and meet new friends through this feature, or they can play games with their existing friends. Players can make in-app purchases using Coins to obtain decorative items. Our game offerings include, but are not limited to, the following types:

•        Ludo:    A traditional board game originating from South Asia, typically played by 2-4 players, each controlling 4 tokens with the goal of moving all their tokens from the start to the finish. Players roll dice to determine movement and can knock opponents’ tokens back.

•        Dominoes:    A game played with rectangular tiles, each marked with two numerical areas (usually represented by dots). While rules vary, the basic gameplay involves players taking turns connecting their dominoes to those already placed, matching the numbers at the connecting ends.

•        UNO:    A popular card game using specially designed colored cards. Players take turns playing cards, aiming to be the first to empty their hand. Cards have different colors and numbers, as well as special function cards like “Skip” and “Reverse.”

•        Jumping Ball:    This likely refers to a mobile or online mini-game where players control a sphere to jump between platforms or avoid obstacles.

•        Snakes & Ladders:    Players move their tokens along numbered squares by rolling dice. Landing on a ladder’s base allows a player to climb to a higher square, while landing on a snake’s head causes them to slide to a lower square. The first to reach the final square wins.

Family Feature

Our platform offers a “Family” feature, which are user-created groups designed to cultivate a sense of long-term community belonging. Users who reach a specific level can create a Family for free and invite friends or other users to join. Each Family has a maximum membership of 4,000 people.

Families are large organizational structures within our platform, providing users with a long-term social hub. Members can interact by participating in Family activities and Family leaderboards. Each Family has an exclusive group chat function, similar to standard instant messaging application groups, supporting text and image communication among all Family members.

The creator or designated manager of a Family is known as the “Family Leader.” As an incentive, Family Leaders can receive a certain percentage (ranging from 1% to 5%) of the value of Coin gifts received by their Family members. Within our ecosystem, Families are typically formed spontaneously by users.

Online Activities

To enhance user engagement and interaction, we regularly organize various online activities. Activities typically run on a 1-2 week cycle, and multiple activities may run concurrently within the same region. The main forms of activities include leaderboards and promotion tournaments, where users accumulate points through specific in-app behaviors (such as sending virtual gifts) to participate in rankings among different user groups. At the end of an activity cycle, top-ranking users receive rewards. For example, during the Islamic festival of Eid al-Adha, we launched a themed event encouraging users to send and receive festival-specific gifts, light up a virtual festival feast, and experience the Ludo game featured in the festival activity guide. Users who completed tasks could obtain an Eid al-Adha exclusive Ludo board theme. We plan activities on a monthly basis, launching an average of over 100 activities per month, aiming to stimulate user interaction and consumption across multiple dimensions.

Monetization

For the fiscal years ended December 31, 2023 and 2024 and six months ended June 30, 2024 and 2025, our primary revenue was derived from user consumption of virtual gifts, virtual items, interactive games and subscription fees. Our core monetization mechanism involves users purchasing our in-platform virtual currency, known as “Coins,” using fiat currency. Users can then use these Coins to purchase various virtual gifts and virtual items, primarily including props and privileges used in voice rooms or game scenarios. Coins can also be used in game sessions where we provide infrastructure for players to interact with each other and settle payments with each player. We collect a percentage of the virtual currency paid by each player during a game session.

We believe that users primarily seek enjoyable social experiences through our platform, rather than aiming for monetary profit. Therefore, we have designed platform mechanisms to prevent users from using the platform for financial gain. Although users can send virtual gifts to each other, these gifts cannot be exchanged for real currency. Similarly, users may win Coins from other players in games, but these winnings can only be used to participate in more games or gain advantages within games. We strictly prohibit users from converting any virtual currency, including Coins, into real currency.

In addition to Coins obtained through fiat currency purchases, we also have other non-purchased virtual currency units, such as “Crystal” and “points.” These virtual currencies are primarily obtained through users’ active behavior within the application (such as daily check-ins, completing tasks, etc.). The purpose of these non-paid currencies is to meet the needs of non-paying users to participate in core interactive functions of the platform and may also incentivize new or non-paying users to make purchases in the future.

Our Streamer Network

Streamers are the primary content creators on our platform and are essential to driving user engagement and monetization. They create content and drive user acquisition and retention by hosting voice chat rooms and organizing online events on our platform. This streamer-led engagement directly generates our primary revenue stream: the sale of virtual gifts that users purchase to support their favorite streamers.

Our ability to attract, retain, and incentivize a growing network of streamers is critical to our success. To measure the health and scale of our streamer network, we track the number of streamers who receive revenue-sharing payments. This metric serves as a key indicator of our ability to attract and retain the content creators who drive our platform’s engagement and revenue. The number of streamers who received revenue-sharing payments was 22,316 and 28,084 for the years ended December 31, 2023 and 2024, respectively, and 23,501 for the six months ended June 30, 2025.

We compensate streamers under a performance-based, revenue-sharing model. Streamers generally receive between 50% and 60% of the value of virtual gifts and other monetization features generated by their audiences. The specific percentage is determined by performance tiers that reward higher user engagement and monetization, creating a strong incentive for content quality. These payments to streamers represent a significant portion of our cost of revenues. These arrangements are generally non-exclusive, and streamers are free to participate on multiple platforms.

Customer Service

We are committed to providing timely and effective customer support. Our customer service team, primarily composed of internal employees, is responsible for handling user inquiries, feedback, and complaints.

Users can submit inquiries, feedback, or complaints at any time through the “Feedback” portal within our mobile applications. Users can also contact our customer service team at any time through mainstream instant messaging (IM) tools such as WhatsApp and Telegram. Upon receiving a user’s inquiry or complaint, our customer service representatives will conduct an investigation and strive to promptly provide explanations and solutions to resolve the issues reported by users. This direct communication channel enables us to effectively address user concerns and gather valuable feedback to continuously improve our platform and services. We endeavor to ensure that all user inquiries are responded to and processed in a timely manner.

Content Management and Monitoring

We are dedicated to maintaining a compliant and positive environment on our platform through robust content management and monitoring measures. Our system employs a multi-layered approach that combines automated technologies and human supervision to review user-generated content. For textual content, review is primarily conducted by an automated system based on keyword matching against a keyword library we have established; all publicly posted textual content

by users enters the review system for automatic screening. For image content, we primarily use artificial intelligence (AI) image recognition technology for initial screening, and the results identified by AI are confirmed in conjunction with manual review. For voice content, we utilize AI technology to automatically transcribe voice content for subsequent review, and the AI-transcribed text is reviewed in combination with manual methods; our review personnel also conduct patrols of active voice rooms to proactively identify potentially infringing content.

We provide multiple reporting channels within our applications, allowing users to conveniently report specific users, images, or voice content. User reports immediately trigger a review process, ensuring a rapid response to potentially problematic content.

NEW PRODUCTS

As part of our ongoing strategy for innovation and business expansion, we are actively leveraging our core strengths in artificial intelligence, particularly AI voice technology, to develop and launch new products and services. These are designed to enhance user interaction, open up new application scenarios, and expand our market reach. As of the date of this prospectus, we have primarily launched the following two new products, which have not yet generated material revenue or profit:

AI Agent:    AI Agent represents a significant advancement in our efforts to build a next-generation voice social ecosystem. By integrating our advanced Voice Cloning and Conversational AI technologies, AI Agent allows users to create personalized digital voice avatars based on their everyday voice chat room recordings, approximately 1.5 hours of effective voice data is sufficient, without needing specialized recording sessions. These AI-driven digital avatars are capable of independently interacting with others in voice chat rooms. Currently, AI Agent functions as a value-added feature embedded within our existing core application, YoYo. While it does not generate independent direct revenue, we anticipate it will indirectly contribute to YoYo’s overall revenue growth by enhancing user stickiness, interaction depth, and platform attractiveness. This feature has been launched in multiple countries and is currently undergoing continuous performance tuning and feature iteration.

•        Votars:    Votars is a new tool-based product we have launched, targeting scenarios that require enhanced communication efficiency. Votars is a stand-alone application, and its technology is not used within the YoYo community. Regarding its availability, the product has been launched in Japan, South Korea and India and will be launched in all major markets globally through mainstream application stores. It focuses on providing real-time voice-to-text transcription and real-time translation services for online meetings, aiming to help users overcome language barriers and improve meeting efficiency and information accuracy. The product is currently in a phase of rapid iteration and optimization to continuously refine user experience and its feature set. We have begun initial commercialization efforts for Votars, currently focusing on the Japanese market, and it has started to generate preliminary revenue.

MARKETING

We execute various marketing programs specifically designed for our respective businesses and markets. For our social entertainment business, we employ a combination of advertising and diverse marketing activities to enhance our global brand awareness and attract users to our platform. We utilize performance-based online advertising, social network marketing campaigns, and promotion through search engines and web portals, emphasizing efficiency and providing measurable results. For example, we market our platform through advertisements on app stores, Google Ads, and various social media applications such as Facebook, TikTok, and Unity. We also collaborate with influencers to promote our platform.

Furthermore, we believe that our interactive community culture and large user base have led to repeat user visits and a strong word-of-mouth effect, which strengthens awareness of our brand among users.

OUR TECHNOLOGY

Our advanced and stable technology infrastructure and capabilities allow us to provide users with reliable access to our platform and ensure superior user experience. Our platform incorporates the following features:

•        Artificial Intelligence (“AI”) as a Foundational Component:    Our AI architecture is built on a hybrid model, combining leading open-source foundational models with our proprietary fine-tuning processes and application-layer integrations. Our core proprietary value lies in optimizing these models for specific use cases using our extensive and unique datasets. For instance, our voice AI tool, Votars, leverages this fine-tuned Transformer architecture to power complex voice understanding tasks, such as real-time

transcription and intelligent voice interaction. By employing AI solutions, we can effectively capture and respond in real-time to users’ evolving personalized interests, thereby providing unique and engaging entertainment experiences. To ensure the effectiveness and accuracy of our AI and Natural Language Processing (NLP) models, particularly in handling diverse vernacular languages, we have established a rigorous validation and refinement process. Our validation process includes methods such as offline benchmarking and online A/B testing to evaluate accuracy and measure the real-world impact on user experience. Furthermore, this is a continuous, iterative process, as we constantly retrain and fine-tune our models with new user interaction data to ensure they accurately capture and adapt to evolving language patterns, new slang, and local dialects, thereby maintaining a high-fidelity, culturally relevant user experience.

•        Personalized Recommendation Engine:    To achieve precise content matching, we have developed and continuously optimize a personalized content recommendation engine. This engine is based on the vast amount of behavioral data accumulated from our over 50 million Registered Users and is deeply analyzed through our proprietary algorithms to build accurate user profiles, thereby effectively connecting users with the content they are most likely to be interested in.

•        Real-Time Audio Streaming:    Real-time audio streaming is one of the core functions of our platform. We integrate third-party audio streaming solutions from industry-leading suppliers and are committed to adopting the latest technical standards for mobile audio interaction to support smooth, multi-user real-time audio interactions among users, ensuring a high-quality communication experience.

•        Service Stability and Redundancy:    We place extreme importance on service stability and continuity. For all critical businesses and services, including real-time audio streaming, we utilize top-tier global suppliers and implement a multi-vendor, multi-availability zone (Multi-AZ) strategy. For example, in real-time audio services, we are simultaneously connected to multiple leading global suppliers. This architecture ensures that even if one supplier experiences a failure, we can immediately and seamlessly switch to backup services, thereby maximizing the continuous stable operation of our services and providing users with an uninterrupted experience.

Product Development

We believe that our ability to develop mobile applications, product features, functions, and services customized to the needs of our user groups has contributed to the success of our business. We can rapidly scale our product development output and offer an increasing array of products and services to meet the needs of our expanding user base and optimize the quality of user experience. Our technology and product development teams are dedicated to the backend and frontend development of our products and services, including (i) enhancing network and server structures, as well as data distribution and transmission technologies, to achieve lower latency and reduce interruptions, and (ii) creating new features and functions to meet the diverse needs of users. We plan to continue investing in technology and product development to strengthen our market positions. According to China Insights Consultancy, in 2024, we held leading rankings across key regions in South Asia, Southeast Asia and the Middle East, including ranking first in ARPPU and usage session duration, and ranking among the top five in revenue and downloads in these key regions.

As of the date of this prospectus, we have a team of experts dedicated to monitoring and maintaining our network infrastructure.

Our operations and maintenance team regularly analyzes and evaluates the quality of our voice and video data transmission and promptly identifies and resolves potential issues, thereby ensuring the quality of user experience on our platform and the normal operation of servers and equipment in our network. As we operate diversified products and serve a growing global user base, we hold high standards and requirements for our operations and maintenance team, driving them to continuously optimize the video content services and online real-time interactions provided to users.

Intellectual Property

Intellectual property is crucial to our success and competitiveness. We rely on a combination of software copyrights, copyrights, trademarks, trade secrets, disclosure restrictions, and domain names to protect our intellectual property. As of the date of this prospectus, we held 10 registered software copyrights and submitted 4 trademark applications in Hong Kong. One of our trademark applications was initially rejected in Hong Kong by the relevant authority on the grounds, among others, that the trademark was considered a generic term (related to the “yo-yo” toy). We do not believe this initial rejection will have a material adverse impact on our overall business or financial condition, because the rejection does not legally restrict our continued use of the associated brand name for operations in the jurisdiction; and while our headquarters are located in Hong Kong, it is not the geographic area in which we generate the primary source of our revenue, and therefore the potential impact of failing to secure trademark registration in this single jurisdiction is limited. We are in preparation of appealing the decision in accordance with local procedures and anticipate that the appeal process could take approximately 9 to 12 months to conclude.

We will continue to actively monitor and maintain our intellectual property portfolio and, where necessary, take appropriate measures to enforce our rights and respond to potential infringements. However, we cannot guarantee that the protective measures we take will completely prevent others from misappropriating or infringing our intellectual property, or that we will not be accused of infringing the intellectual property of others.

We face certain risks relating to our intellectual property. For further information, see “Risk Factors — Risks Related to Our Business and Industry — Our intellectual property may not provide adequate protection to us, and we may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position” and “Risk Factors — Risks Related to Our Business and Industry — We may be subject to intellectual property or other third-party rights infringement claims, which could be time-consuming and costly to defend and may result in diversion of our financial and management resources.”