As filed with the U.S. Securities and Exchange Commission on January 30, 2026

File No.: 333-291995

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 7

to

FORM F-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

CyberSCOPE Web3 Security Inc.

(Exact name of registrant as specified in its charter)

71 Fort Street, PO Box 500,

George Town, Grand Cayman,

Cayman Islands, KY1-1106

(646) 322-4459

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

vState Filings LLC

301 Mill Road Suite U-5

Hewlett, NY 11557

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

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 of 1933, as amended, or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

3,750,000 Ordinary Shares

CyberScope Web3 Security Inc.

This is an initial public offering (the “Offering”) of the Ordinary Shares, par value US$0.0001 per share (the “Ordinary Shares” or “Shares”) of CyberScope Web3 Security Inc. (“PubCo”; together with its subsidiaries, the “Company”, “we”, “our”, or “us”), an exempted company incorporated in the Cayman Islands with limited liability whose principal place of business is in Greece. We are offering 3,750,000 Ordinary Shares to be sold in this Offering on a firm commitment basis. We anticipate that the initial public offering price will be between US$4.00 and US$6.00 per share (the “Offering Price”).

Prior to this Offering, there has been no public market for our Ordinary Shares. We have applied to list our Ordinary Shares on the Nasdaq Capital Market under the symbol “CYSC.” The closing of this Offering is contingent upon the final approval from Nasdaq. There is no guarantee or assurance that our Ordinary Shares will be approved for listing on the Nasdaq Capital Market or that the Offering will be closed. Upon completion of this Offering, we will have one class of shares in our share capital, the Ordinary Shares. Each Ordinary Share will be entitled to one vote per share. See section entitled “Description of Share Capital and Articles of Association.”

Investors are cautioned that you are buying shares of a Cayman Islands holding company with operations conducted by its operating subsidiary. CyberScope Web3 Security Inc. is an exempted company incorporated under the law of the Cayman Islands with no material operations of its own, and we conduct all our operations through our operating subsidiary, Cyberscope I.K.E. (“Operating Subsidiary” or “OpCo”). This is an Offering of the Ordinary Shares of CyberScope Web3 Security Inc, the holding company in the Cayman Islands, instead of the shares of Cyberscope I.K.E.. Investors in this Offering should be aware that they will not directly hold any equity interests in Cyberscope I.K.E., the Operating Subsidiary, but equity solely of CyberScope Web3 Security Inc, the Cayman Islands holding company.

Upon the completion of this Offering, we will be a “controlled company” as defined under the Nasdaq Stock Market Rules because our controlling shareholder, which refers to a person or entity that (i) holds more than 50% of the total voting power of the issuer’s outstanding shares, or (ii) possesses de facto control over the issuer’s management or corporate policies through contractual arrangements, board representation, concentrated voting power or other governance mechanisms, will own 19,645,000 of our total issued and outstanding Ordinary Shares, representing 82.7% of the total voting power, assuming that the representative of the underwriters does not exercise the over-allotment option. Our Chairman, Trishneet Arora, will have the ability to control matters requiring shareholder approval, including the election of directors, amendments of organizational documents and approvals of major corporate transactions. As a result, we qualify as a “controlled company” within the meaning of Nasdaq’s corporate governance standards and have the option not to comply with certain requirements to which companies that are not controlled companies are subject, including the requirement that a majority of our board of directors (the “Board of Directors”) shall consist of independent directors and the requirement that our nominating and corporate governance committee and compensation committee shall be composed entirely of independent directors. See “Prospectus Summary - Implications of Being a Controlled Company.”.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We are both an “emerging growth company” and a “foreign private issuer” as defined under the applicable 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 Being an ‘Emerging Growth Company’ and a ‘Foreign Private Issuer.’”.

Investing in our Ordinary Shares involves risks. See the section entitled “Risk Factors” beginning on page 13 to read about factors you should consider before buying our Ordinary Shares.

Maxim Group LLC  

The date of this prospectus is             , 2026

Table of contents

We have not authorized anyone to provide information different from that contained in this prospectus, any amendment or supplement to this prospectus or in any free writing prospectus prepared by us or on our behalf. We do not take any responsibility for, and can provide no assurance as to the reliability of, any information other than the information in this prospectus and any free writing prospectus prepared by us or on our behalf. Neither the delivery of this prospectus nor the sale of our Ordinary Shares means that information contained in this prospectus is correct after the date of this prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy these Ordinary Shares in any circumstance under which such offer or solicitation is unlawful.

Market and Industry Data

We rely on and refer to industry data, information and statistics regarding the markets in which we compete from research as well as from publicly available information, industry and general publications and research and studies conducted by third parties. We have supplemented this information where necessary with our own internal estimates and information, taking into account publicly available information about other industry participants and our management’s best view as to information that is not publicly available. This information appears in the section entitled “Business” in this prospectus. We have taken such care as we consider reasonable in the extraction and reproduction of information from such data from third-party sources.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus. In presenting this information, we have made certain assumptions that we believe to be reasonable based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets in which we operate. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the forecasts or estimates from us and independent third parties. Accordingly, you are cautioned not to place undue reliance on such market and industry data or any other such estimates.

Trademarks, Service Marks, Copyrights and Tradenames

We own or otherwise have rights to the trademarks, service marks, and copyrights, including those mentioned in this prospectus, used in conjunction with the operation of our business. This prospectus includes our own trademarks, which are protected under applicable intellectual property laws, as well as trademarks, service marks, copyrights, and tradenames of other companies, which are the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks, copyrights, or tradenames to imply a relationship with, or endorsement or sponsorship of us by, any other companies. Solely for convenience, our trademarks and tradenames referred to in this prospectus may appear without the ® ™ or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights, or the rights of the applicable licensor to these trademarks and tradenames.

Risk Factors

An investment in our securities involves a significant degree of risk. Any investor or prospective investor in our securities should carefully consider all of the information in this Registration Statement and our other filings with the SEC, including the following risk factors, before deciding to invest in our Ordinary Shares. Any of the following risks could materially and adversely affect our business, financial condition, results of operations, or prospects. In such a case, the trading price of our Ordinary Shares could decline, and you may lose all or part of your investment.

Risks Related to Our Business and Industry

We are an early-stage company with a limited operating history, making it difficult to evaluate our future prospects.

Cyberscope I.K.E. was founded in 2023 and operates in the rapidly evolving and highly competitive Web3 security and blockchain compliance sector. Our business model, which focuses on smart contract audits, KYC verifications, and blockchain security solutions, is relatively new and untested in public markets. As a result, there is limited historical financial and operational data available for investors to assess our future performance. Our ability to achieve or sustain profitability depends on many factors, including our capacity to attract and retain clients, maintain technological leadership, and execute our strategic plans in a dynamic industry. The blockchain and Web3 sectors are subject to rapid technological change, regulatory uncertainty, and shifting market trends, all of which could impact our business model. Our limited operating history makes it challenging to forecast future revenue, expenses, and cash flows with accuracy. We may not be able to adapt quickly enough to changes in the market or competitive landscape, which could adversely affect our growth prospects. You should not rely on our past performance as an indicator of our future success, and there can be no assurance that we will achieve our business objectives or generate positive returns for investors. Furthermore, as a young company, we may lack the established relationships, brand recognition, and operational infrastructure of more mature competitors, which could hinder our ability to scale and respond to unforeseen challenges. The lack of a proven track record may also make it more difficult for us to secure favorable terms with suppliers, partners, and investors, potentially increasing our costs and limiting our strategic options.

We cannot guarantee that we will achieve or maintain profitability in the future.

We may incur losses as we invest in research and development, platform enhancements, sales and marketing, and operational infrastructure. Achieving and maintaining profitability will require significant revenue while effectively managing our costs, which may not be achievable given the competitive and volatile nature of the blockchain security industry. Our expenses may outpace our revenue growth, particularly as we expand our team, invest in proprietary technology, and pursue new market opportunities. If we fail to maintain profitability, our business, financial condition, and share price could be adversely affected. Additionally, our ability to access additional capital may be limited if we are unable to demonstrate profitability or a clear path to profitability, which could further constrain our growth and operational flexibility. Investors should be aware that our business may require substantial and sustained investment before any return is realized, and there is a risk that we may never achieve or maintain profitability. The ongoing need to invest in talent, technology, and compliance may result in negative cash flows for an extended period, and any delays in achieving scale or market acceptance could exacerbate these losses. In addition, unforeseen expenses, such as legal costs, regulatory fines, or cybersecurity incidents, could further delay or prevent us from reaching profitability.

Our business is highly dependent on the growth and adoption of blockchain, decentralized finance (DeFi), and Web3.0 technologies.

Our core services—smart contract audits, Web3 security protocols, and compliance assessments—are closely tied to the blockchain and decentralized ecosystem. If the adoption of blockchain and Web3 technologies slows, or if these technologies fail to gain widespread acceptance, our addressable market could shrink significantly. The pace of adoption is influenced by factors such as regulatory uncertainty, technical limitations, cybersecurity concerns, and public perception of digital assets. A decline in developer activity, reduced venture funding, or negative sentiment toward blockchain technology could materially reduce demand for our services. Furthermore, the emergence of alternative technologies or platforms that do not rely on smart contracts or decentralized protocols could render our offerings less relevant. Our business model lacks inherent counter-cyclicality and is therefore exposed to recurring boom-and-bust cycles in the blockchain industry. If the market for blockchain and Web3 solutions contracts or fails to grow as anticipated, our business, financial condition, and results of operations could be materially and adversely affected. Additionally, the rapid pace of innovation in the blockchain sector means that new paradigms or protocols could quickly shift industry standards, requiring us to adapt our services or risk obsolescence. Any significant downturn in the broader crypto market, such as a prolonged bear market, could lead to a sharp reduction in client activity and revenue, making it difficult to sustain our operations.

Our business is subject to intense competition from both established cybersecurity firms and emerging Web3-native security startups.

We operate in a highly competitive market alongside larger, better-capitalized firms such as CertiK, Halborn, OpenZeppelin, and Trail of Bits, as well as from new entrants with innovative technologies. Some competitors may have greater name recognition, larger customer bases, and significantly greater financial, technical, and marketing resources. These competitors may be able to offer lower prices, more comprehensive service packages, or advanced tooling such as formal verification engines and continuous monitoring dashboards. If we are unable to differentiate our services, maintain technological superiority, or deliver consistent client outcomes, we may lose market share or be forced to lower our prices, which could adversely affect our margins and profitability. The competitive landscape is further complicated by the rapid pace of technological innovation, which may enable new entrants to disrupt the market with novel solutions. Sustaining our competitive position will require ongoing investment in research and development, talent acquisition, and strategic partnerships, all of which may strain our resources. In addition, some competitors may have established relationships with major exchanges, launchpads, or blockchain foundations, giving them preferential access to high-profile projects and industry networks. The commoditization of certain security services, such as basic audits or KYC verifications, may also erode pricing power and make it more difficult to maintain premium positioning in the market.

We may fail to anticipate or adapt to rapidly evolving technological and market developments.

The blockchain and Web3 sectors evolve rapidly and unpredictably, with new protocols, use cases, and programming languages emerging on a regular basis. Our success depends on our ability to continually innovate and enhance our service offerings, including developing tools for emerging technologies such as ZK-rollups, Layer 2 scaling, or cross-chain interoperability. If we fail to keep pace with technological advancements or market trends, our current security tools and methodologies may become obsolete or less effective. This could result in missed vulnerabilities during audits, reduced demand for our services, or an inability to service projects building on advanced or non-EVM platforms. The cost and complexity of maintaining technological leadership may increase as the industry matures, and there is no guarantee that our investments in innovation will yield the desired results. Failure to adapt to technological change could erode our market relevance and hinder our long-term growth trajectory. Moreover, the need to retrain staff and update internal processes to accommodate new technologies may divert resources from other critical business functions. If we are unable to anticipate shifts in client needs or industry standards, we may lose our competitive edge and struggle to retain or attract clients.

We are exposed to the cyclical and volatile nature of the crypto and blockchain markets.

Our revenue is closely tied to token issuance, decentralized app launches, and DeFi innovation - all of which are sensitive to macroeconomic cycles and crypto-specific volatility. During bear markets, developer activity declines, venture funding contracts, and protocol launches are delayed or canceled. This directly reduces demand for audits and compliance services, leading to revenue declines, underutilized staff, and increased competitive pressure. Our business model lacks inherent counter-cyclicality and is therefore exposed to recurring boom-and-bust cycles in the blockchain industry. Prolonged downturns in the crypto market could force us to scale back operations, delay strategic initiatives, or seek additional capital under unfavorable terms. The unpredictable nature of the market makes it difficult to forecast revenue and plan for long-term growth, increasing the risk of operational and financial instability. Additionally, sudden regulatory actions or high-profile security incidents in the crypto industry can trigger rapid shifts in market sentiment, further amplifying volatility and uncertainty for our business. The reliance on a market that is still maturing and subject to speculative swings may also make it challenging to secure long-term contracts or stable revenue streams.

Risks Related to Our Operations

Our ability to scale is limited by the availability of highly skilled talent.

The blockchain security industry is plagued by a shortage of experienced talent, particularly in niche domains like smart contract auditing, formal verification, and zero-knowledge cryptography. Our ability to scale operations is constrained by the availability of this expertise, and competition for qualified professionals is intense. Overloading our existing personnel may lead to audit quality degradation, missed vulnerabilities, or employee burnout, all of which pose material business risks. If we are unable to attract, train, and retain top talent, our capacity to deliver high-quality services, innovate, and grow revenue could be significantly impaired. The specialized nature of our work makes it challenging to find suitable replacements for key personnel, and any disruption in our technical team could delay project delivery and damage client relationships. Our long-term success depends on building and maintaining a strong, skilled workforce, which may require significant investment in recruitment, training, and retention programs. The global competition for blockchain security professionals means that we may need to offer higher compensation, equity incentives, or flexible work arrangements, which could increase our operating costs. Furthermore, the loss of key employees to competitors or new market entrants could result in the leakage of proprietary knowledge and client relationships, further impacting our business.

We depend on key personnel, and our business may be harmed if we lose their services.

Our success depends heavily on the continued service of a small number of key personnel, including founders, lead auditors, and client-facing advisors. The departure of any such individuals could disrupt client relationships, degrade technical capabilities, and slow our roadmap execution. Founder-led firms are particularly exposed to operational discontinuity if succession planning and institutional knowledge transfer are insufficiently developed. The loss of key personnel may also result in the loss of proprietary knowledge, client contacts, and strategic vision, making it difficult to maintain our competitive edge. We may not be able to find suitable replacements in a timely manner, especially given the specialized nature of our work and the limited pool of qualified candidates. Any disruption in our leadership or technical team could have a material adverse effect on our business, financial condition, and results of operations. In addition, the departure of a founder or senior executive could trigger concerns among clients, partners, and investors regarding the stability and future direction of the company. The process of recruiting, onboarding, and integrating new leaders or technical experts may be time-consuming and costly, potentially leading to operational delays and lost business opportunities.

Our services may fail to identify all vulnerabilities in clients’ smart contracts or blockchain protocols.

Despite our rigorous audit methodologies, which combine automated and manual review, there is no guarantee that our audits will uncover all vulnerabilities or prevent all exploits. The complexity and novelty of smart contract code, coupled with the rapid pace of innovation in the blockchain space, increase the risk of undetected flaws. Clients may experience financial loss or reputational damage following a post-audit breach, and we could face reputational harm or legal exposure if clients or end users assert claims of negligence or misrepresentation related to our services. Even if such claims are unsuccessful, they may be costly to defend and damage our reputation. The irreversible nature of blockchain transactions amplifies the consequences of security failures, making comprehensive and effective audits critical to our value proposition. Any perceived shortcomings in our audit process could undermine client trust and limit our ability to attract new business. Furthermore, the use of open-source code and the prevalence of code forking in the industry can introduce hidden dependencies and vulnerabilities that are difficult to detect, even with advanced tools. The evolving threat landscape, including the emergence of new attack vectors and exploits, may also outpace our ability to update our audit methodologies in real time.

We may be subject to legal liability or reputational harm arising from errors in our security reports or assessments.

Our security assessments and audit reports are relied upon by clients to deploy or promote blockchain protocols. Errors, omissions, or perceived inaccuracies in these reports may lead to claims of professional negligence, breach of contract, or other legal theories. The enforceability of disclaimers and indemnity clauses varies across jurisdictions and may not be upheld in litigation, exposing us to costly legal disputes. Even if such claims are ultimately unsuccessful, the associated legal costs, management distraction, and negative publicity could materially harm our business. Furthermore, any publicized errors or disputes could erode client confidence in our services and damage our reputation within the industry. The risk of legal exposure is heightened by the high-value nature of many blockchain projects, where even minor errors can result in significant financial losses for clients. In addition, negative outcomes in legal proceedings could set precedents that increase our liability in future cases or lead to regulatory scrutiny of our business practices.

We are exposed to reputational damage if projects we audit or certify are later found to be insecure, fraudulent, or associated with illicit activity.

Our audit and KYC badges are often used as trust signals on exchanges, launchpads, and token aggregators. If a project that received our audit or KYC badge is later found to be insecure, fraudulent, or associated with illicit activity, we may be blamed publicly even if we had no role in the wrongdoing. This reputational risk is exacerbated by the fact that audits are often used as marketing tools by project teams, and the public may misinterpret our assessments as guarantees of security or legality. Widespread public perception may equate our brand with a failure in diligence or security assurance, leading to loss of business, delisting of our badges, or erosion of client trust. The negative impact on our reputation could be long-lasting and difficult to repair, particularly in an industry where trust and credibility are paramount. The viral nature of social media and online forums can amplify negative incidents, making it challenging to control the narrative or correct misinformation. Additionally, repeated associations with problematic projects could result in industry partners or platforms revoking recognition of our certifications, further diminishing our market position.

We may be overexposed to low-quality or high-risk crypto projects.

To maintain deal flow and revenue growth, we may face pressure to accept clients with weak teams, minimal documentation, or poor financial transparency. These projects are more likely to fail, be exploited, or exit fraudulently, especially in poorly regulated ecosystems. Our association with such projects, even if purely service-based, may reduce the perceived quality of our client base and affect long-term brand equity. The risk of being linked to failed or fraudulent projects is heightened by the lack of standardized due diligence practices in the industry. If we are unable to effectively screen and select high-quality clients, our reputation and future business prospects may suffer. Engaging with high-risk projects may also expose us to increased legal and regulatory scrutiny, particularly if these projects are later implicated in financial crimes or regulatory violations. The time and resources spent on problematic clients could detract from our ability to serve reputable, long-term partners and may ultimately impact our financial performance.

We may face challenges monetizing compliance and reputation-based services which could have material adverse impacts on our operations and financial condition.

While smart contract audits are well understood and regularly priced, our KYC and token scoring services may be harder to monetize at scale. If exchanges, aggregators, and launchpads do not widely recognize or integrate our certification standards, their value may diminish in the eyes of clients. We may also face commoditization pressure from other firms offering KYC badges and security scores at lower prices or bundled into audit packages. The lack of industry-wide standards for compliance and reputation services further complicates pricing and market acceptance. If we are unable to demonstrate the value of these services to clients and industry stakeholders, our ability to generate sustainable revenue from them may be limited. The evolving regulatory landscape may also require us to continually update our compliance offerings, increasing costs and complexity without a guaranteed return on investment. Additionally, the proliferation of automated or low-cost compliance solutions may erode our market share and force us to compete primarily on price rather than quality or differentiation.

Our internal controls and documentation standards may be inadequate and could result in material weaknesses identified by our independent auditors.

Audit quality and reproducibility depend on the strength of our internal documentation, code review workflows, and quality assurance procedures. As our project volume grows, insufficient internal standardization could lead to inconsistencies in audit results, missed vulnerabilities, or internal disputes over scope and review responsibility. The absence of formal quality assurance protocols may also make it difficult to defend our work in the event of client complaints or legal disputes. Scaling our operations without robust internal controls could expose us to operational risks, reduce client satisfaction, and hinder our ability to maintain high standards of service delivery. Inadequate documentation and process controls may also impede our ability to onboard new employees, transfer knowledge, or comply with regulatory requirements. As we expand into new markets or service lines, the complexity of our operations will increase, making strong internal governance and process discipline even more critical to our long-term success.

Our business may be adversely affected by unfavorable media coverage or social media sentiment.

Our reputation is closely tied to perceptions within the blockchain and developer communities. Negative media coverage, online rumors, or backlash from audit disclosures could harm our brand and reduce demand for our services. Social media sentiment can shift rapidly, and any reputational damage could lead to loss of clients, difficulty attracting talent, and challenges in forming strategic partnerships. The decentralized and transparent nature of the blockchain industry amplifies the impact of negative publicity, making it essential for us to proactively manage our public image and respond effectively to crises. The viral spread of negative stories or misinformation can quickly erode trust and credibility, even if the underlying issues are minor or have been addressed. In addition, the lack of centralized industry standards or oversight may make it more difficult to counteract false or misleading narratives about our business.

We operate in an emerging industry with evolving standards, which may limit the predictability of our growth.

The Web3 security industry lacks well-defined benchmarks, industry norms, or regulatory guidelines. Our clients may have inconsistent expectations regarding the scope, quality, and value of our services, and the market may change in ways we cannot predict. The absence of standardized practices increases the risk of disputes, client dissatisfaction, and reputational harm. As the industry matures, new standards or regulations may emerge that require us to adapt our business model, invest in new capabilities, or compete on different terms. The uncertainty and fluidity of the market environment make it challenging to forecast revenue, structure services, and scale operations effectively. The lack of established best practices may also make it more difficult to demonstrate the value of our services to potential clients or differentiate ourselves from competitors. As new entrants and technologies emerge, the competitive landscape may shift rapidly, requiring us to remain agile and responsive to industry developments.

Risks Related to Legal, Regulatory, and Compliance Matters

We operate in a complex and rapidly evolving regulatory environment which varies across the global jurisdictions we operate in.

The regulatory environment for blockchain and digital asset companies is complex and rapidly evolving. As the adoption of blockchain technology and digital assets accelerates, regulators worldwide are introducing new frameworks to address issues such as anti-money laundering (AML), know-your-customer (KYC) compliance, data protection, and financial crime prevention. Companies operating in this space must navigate a patchwork of regulations that vary by jurisdiction and are subject to frequent updates. Failure to comply with applicable laws and regulations could result in fines, sanctions, or loss of market access. The cost and complexity of compliance may increase as regulatory scrutiny intensifies, and there is a risk that new or amended regulations could adversely affect our business model or require significant changes to our operations. Regulatory uncertainty may also deter potential clients from engaging our services, particularly if they are concerned about the legal status of their projects or the risk of enforcement actions. The need to adapt quickly to new compliance requirements may strain our resources and divert management attention from strategic initiatives.

We may be subject to regulatory scrutiny or enforcement as a provider of Web3 compliance solutions.

Compliance requirements in the blockchain space are in flux and vary widely across jurisdictions. While we provide services that help clients address regulatory risks, our involvement in projects that later become subject to regulatory investigation may expose us to scrutiny or reputational harm. We may also face liability if our compliance tools are deemed to contribute to unlawful activities, such as facilitating money laundering or terrorist financing. The lack of clear regulatory guidance in some jurisdictions increases the risk of inadvertent non-compliance. Any regulatory action against us or our clients could result in significant legal costs, operational disruption, and damage to our reputation. In addition, the cross-border nature of our business means that we may be subject to overlapping or conflicting regulatory regimes, increasing the complexity and cost of compliance. Regulatory investigations or enforcement actions, even if ultimately resolved in our favor, could result in negative publicity and loss of client trust.

We are subject to data protection and cross-border data transfer laws which require significant expenses related to our compliance efforts, and any violation could result in fines, legal fees or other negative impacts on our operations and financial condition.

As we process client data across borders, we are subject to an evolving landscape of privacy regulations, including the EU General Data Protection Regulation (GDPR) and other national data protection laws. Compliance may require significant investments in infrastructure, process changes, or limit the types of services we can offer to certain clients or in certain jurisdictions. A regulatory violation or data breach involving personal identity information could result in substantial fines, litigation, and reputational damage. The complexity of managing data privacy across multiple jurisdictions increases the risk of inadvertent non-compliance and exposes us to potential enforcement actions by data protection authorities. The need to implement robust data security measures and respond to data subject requests may increase our operational costs and require ongoing investment in technology and training. Any failure to adequately protect personal data could also result in the loss of key clients, particularly those in highly regulated industries or jurisdictions.

Legal exposure may arise from disclaimers, liability language, or client misuse of our deliverables.

While our audits include disclaimers that limit liability, legal risk remains, particularly in jurisdictions where investor protection laws are broadly construed. Plaintiffs may claim reliance on our audit or KYC verification in connection with their financial losses—even when clearly outside our scope of responsibility. The enforceability of disclaimers and indemnity clauses varies across jurisdictions and may not be upheld in litigation, exposing us to costly legal disputes. Clients may also misuse or alter our deliverables in misleading ways, further increasing our legal exposure. Defending against such claims could divert management attention and resources from our core business activities. The risk of legal action is heightened by the high-profile nature of many blockchain projects, where losses can be substantial and attract regulatory or media attention. In addition, adverse legal outcomes could result in changes to our business practices, increased insurance costs, or the imposition of additional compliance requirements.

We operate internationally and are subject to risks associated with our cross-border structure.

As a Greek private company with global operations and international clients, we are subject to complex legal, tax, and operational risks. Coordination across jurisdictions may be challenging and expose us to regulatory scrutiny, tax inefficiencies, or reputational risks tied to our ownership structure. Changes in EU crypto policy or national tax regimes could disproportionately affect smaller providers without cross-border operating structures. We may also be excluded from strategic partnerships, pilot programs, or enterprise engagements that prefer providers based in jurisdictions like the U.S., Switzerland, or Singapore. Navigating these challenges requires significant legal and compliance resources, and any misstep could have material adverse consequences. The need to comply with multiple, and sometimes conflicting, legal requirements may increase our administrative burden and limit our ability to respond quickly to market opportunities. Additionally, political or economic instability in any of the jurisdictions in which we operate could disrupt our business or result in unexpected costs.

The application of U.S. securities laws to digital assets remains uncertain and may affect our clients or our services.

Several of our clients operate in jurisdictions or provide services that may become subject to U.S. securities regulations. If U.S. authorities adopt a broad interpretation of securities laws to cover tokens or decentralized protocols, demand for our services could be adversely affected. We may also be required to modify our services or face legal exposure by association. The evolving regulatory landscape in the U.S. and other major markets creates uncertainty for our business and may limit our ability to serve certain clients or participate in specific projects. The risk of retroactive enforcement or shifting regulatory interpretations may also create uncertainty for our clients, potentially leading to project delays, cancellations, or reduced demand for our services. Any regulatory developments that restrict or prohibit certain types of blockchain activity could have a direct and negative impact on our revenue and growth prospects.

Risks Related to Cybersecurity and Technology

We are a potential target for cyberattacks, and a successful attack could severely damage our business.

Given our role as a security provider, we are an attractive target for hackers seeking to undermine our reputation, steal client codebases, or access KYC data. Any breach of our internal systems could trigger immediate reputational and legal fallout, including loss of client trust, regulatory investigations, and potential liability for damages. Moreover, if we suffer a breach related to a client’s audit or KYC submission, it could call into question our ability to secure their assets and lead to loss of future business. The sophistication and frequency of cyberattacks are increasing, and even the most robust security measures may not be sufficient to prevent all incidents. A significant cybersecurity incident could disrupt our operations, compromise sensitive information, and result in financial harm, operational disruption, and severe reputational damage. The public nature of the blockchain industry means that any security incident is likely to be widely publicized, potentially leading to a rapid loss of clients and partners. In addition, the cost of investigating, remediating, and recovering from a cyberattack could be substantial and may not be fully covered by insurance or indemnification.

We may be unable to prevent or mitigate all cybersecurity risks for our internal information technology systems, as well as those of the clients we provide services for.

Despite robust internal controls and security protocols, no system is immune to attacks. Cybersecurity incidents could result from external threats, such as hacking or malware, or from internal vulnerabilities, such as employee error or malicious insider activity. The consequences of a successful attack could include data loss, theft of intellectual property, disruption of service delivery, and regulatory penalties. Our reputation as a security provider would be particularly vulnerable to damage in the event of a breach, and clients may be reluctant to engage our services if they perceive us as unable to protect their data and assets. The cost of responding to and recovering from a cybersecurity incident could be substantial and may not be fully covered by insurance. The increasing use of third-party software, cloud services, and remote work arrangements may also introduce new vulnerabilities that are difficult to monitor and control. Any failure to detect or respond promptly to a security incident could exacerbate its impact and result in long-term damage to our business.

Our proprietary technology may become obsolete or be replicated by competitors.

Our competitive advantage depends on the continued innovation and protection of our proprietary tools, such as Cyberscan, Similarityscan, Safescan, and Signaturescan. If competitors develop similar or superior technology, or if our intellectual property is compromised, our market position could be eroded. The rapid pace of technological change in the blockchain security industry increases the risk that our tools and methodologies may become outdated or less effective. Protecting our intellectual property requires ongoing investment in research and development, legal enforcement, and internal controls. Failure to maintain technological leadership could result in loss of clients, reduced revenue, and diminished brand value. The risk of reverse engineering or unauthorized use of our technology is heightened by the open and collaborative nature of the blockchain ecosystem. In addition, the emergence of open-source security tools or community-driven audit platforms may further challenge our ability to differentiate and monetize our proprietary solutions.

Risks Related to Financial Matters

We may be affected by currency and financial market risk as a result of providing our services to clients in numerous countries.

As a company serving international clients, we frequently transact in both fiat (EUR/USD) and cryptocurrencies (USDT, USDC, ETH). Currency conversion volatility, crypto price fluctuations, and regulatory treatment of digital assets all introduce financial uncertainty. Changes in crypto accounting standards or tax treatment could further complicate treasury management, invoicing, and financial reporting. The volatility of cryptocurrency markets may also impact the value of our assets and revenue streams, increasing the risk of financial instability. Managing these risks requires sophisticated financial controls and may limit our ability to plan and execute long-term strategies. In addition, sudden shifts in exchange rates or crypto valuations could result in unexpected losses or cash flow challenges, particularly if a significant portion of our revenue is denominated in volatile digital assets. The lack of clear regulatory guidance on the taxation and accounting of crypto transactions may also increase our compliance burden and expose us to potential penalties or disputes with tax authorities.

We may need to raise additional capital in the future in order to maintain or grow our operations, or to execute on our strategies and take advantage of opportunities requiring significant capital, which may not be available on favorable terms.

Our current cash resources may not be sufficient to fund long-term growth, particularly if we encounter unexpected challenges or opportunities. We may require additional equity or debt financing to expand operations, invest in new technologies, or respond to market downturns. If we cannot obtain financing on acceptable terms, or at all, our growth and strategic initiatives could be delayed or abandoned. Raising additional capital may also dilute existing shareholders or increase our financial leverage, which could have negative consequences for our financial condition and share price. The availability and cost of capital may be affected by market conditions, investor sentiment, and our financial performance, all of which are subject to significant uncertainty. In addition, any perception of financial weakness or an inability to access funding could undermine client and partner confidence, further exacerbating our challenges.

We may be unable to obtain sufficient insurance coverage for the unique risks associated with blockchain audits.

Traditional liability insurance may not cover damages arising from smart contract exploits or blockchain security failures. While we maintain professional liability and cybersecurity insurance, it may be inadequate or unavailable at commercially reasonable rates in the future. A significant loss event, such as a major client exploit or data breach, could result in substantial financial liability that exceeds our insurance coverage. The lack of suitable insurance options increases our exposure to catastrophic risks and may limit our ability to recover from adverse events. The evolving nature of blockchain-related risks may also make it difficult to accurately assess our insurance needs or negotiate appropriate coverage with insurers. Any gaps in coverage could leave us vulnerable to claims that threaten our solvency or long-term viability.

Our annual and quarterly financial and operational results may fluctuate significantly and may not fully reflect the underlying performance of our business.

Due to project-based revenue recognition, long sales cycles, and seasonal variability in blockchain development activity, our financial performance may fluctuate quarter to quarter. These fluctuations may make it difficult to assess our long-term growth prospects and may cause volatility in the price of our securities. Investors should be aware that short-term results may not be indicative of our underlying business trends or future performance. The timing of large client engagements, project completions, or regulatory developments can result in significant swings in revenue and profitability from one period to the next. In addition, external factors such as market sentiment, macroeconomic conditions, or industry events may further amplify the volatility of our financial results.

Risks Related to Intellectual Property

Our intellectual property may be subject to misappropriation or infringement.

We rely on a combination of trade secrets, confidentiality agreements, and, where applicable, intellectual property registrations to protect our proprietary technology. If we are unable to adequately protect our intellectual property, or if third parties misappropriate or independently develop similar technology, our competitive position could be harmed. The risk of intellectual property theft is heightened by the global and digital nature of our business, which makes enforcement challenging. Any loss of proprietary technology could undermine our market differentiation and reduce our ability to generate revenue from our products and services. The widespread use of open-source software and collaborative development practices in the blockchain industry may also blur the boundaries of ownership and make it more difficult to assert or defend our rights. Infringement or misappropriation of our intellectual property could result in costly legal disputes, loss of market share, or the need to redesign or rebrand our offerings.

We may be unable to enforce our intellectual property rights in certain jurisdictions.

The enforceability of intellectual property rights varies by country, and we may be unable to prevent unauthorized use of our technology in some markets. This could limit our ability to commercialize our products and services or result in increased competition. The cost and complexity of pursuing legal action to protect our intellectual property may be prohibitive, particularly in jurisdictions with weak enforcement mechanisms. Failure to protect our intellectual property could have a material adverse effect on our business, financial condition, and results of operations. The risk of infringement may be particularly acute in regions with high levels of software piracy or limited respect for intellectual property rights. In addition, the need to navigate different legal systems and cultural norms may increase the time and resources required to defend our interests internationally.

Risks Related to Ownership, Corporate Structure, and International Operations

As a holding company with no operations of its own, CyberScope Web3 Security Inc. is dependent on the operations and distributions of its Greek subsidiary, Cyberscope I.K.E.

CyberScope Web3 Security Inc., a Cayman Islands company, is the entity seeking public listing on the Nasdaq Capital Market. It has no operations of its own and relies entirely on the financial performance and distributions from its wholly owned operating subsidiary, Cyberscope I.K.E., a Greek private company. If Cyberscope I.K.E. is unable to generate sufficient cash flow or is restricted from making distributions due to local law, regulatory requirements, or contractual obligations, CyberScope Web3 Security Inc. may be unable to fund its obligations, pay dividends, or support its share price. The ability to transfer funds from Cyberscope I.K.E. to CyberScope Web3 Security Inc. may be subject to Greek exchange controls, tax laws, and other restrictions, which could limit the flexibility of the group’s capital structure and adversely affect investors in the listed entity. Any changes in Greek corporate or tax law, or the imposition of new restrictions on cross-border payments, could further limit our ability to access cash generated by our operating subsidiary. In addition, the holding company structure may create additional administrative and compliance burdens, increasing costs and complexity for the group as a whole.

Our international and multi-jurisdictional structure exposes us to additional legal, tax, and regulatory risks.

Operating as a Greek company wholly owned by a Cayman Islands holding company introduces complex legal, tax, and compliance challenges. We are subject to the laws and regulations of multiple jurisdictions, including Greece, the Cayman Islands, the United States, and the countries in which our clients operate. Changes in tax laws, transfer pricing rules, or regulatory requirements in any of these jurisdictions could increase our tax burden, limit our ability to repatriate profits, or expose us to penalties and enforcement actions. The complexity of our structure may also make it more difficult to respond to regulatory inquiries, complete audits, or implement group-wide compliance programs. Any failure to manage these risks effectively could have a material adverse effect on our business, financial condition, and results of operations. The need to coordinate legal, accounting, and tax advice across multiple jurisdictions may increase our administrative costs and create the risk of inconsistent or incomplete compliance. In addition, the perception of complexity or opacity in our corporate structure may deter potential investors, clients, or partners from engaging with us.

Future sales of our securities by our shareholders could depress the market price of our Ordinary Shares.

Our majority shareholder and other insiders may sell a substantial number of shares following the expiration of lock-up periods. Such sales, or the perception that such sales will occur, could cause the market price of our Ordinary Shares to decline significantly and make it more difficult for us to raise capital in the future. The potential for significant insider sales may also create uncertainty and volatility in the trading market for our securities, which could deter potential investors. The lack of a long-term track record as a public company may further exacerbate concerns about insider selling, particularly if our financial performance is volatile or below expectations. In addition, large sales by insiders may be interpreted as a lack of confidence in the company’s prospects, further depressing the share price and increasing the risk of shareholder litigation.

As a foreign private issuer, we are exempt from certain U.S. reporting obligations and governance requirements.

We qualify as a foreign private issuer under U.S. securities laws and are exempt from certain disclosure requirements applicable to U.S. domestic issuers. As a result, investors may receive less frequent or less detailed information about our business and governance practices, which could affect their investment decisions. The reduced transparency and oversight may increase the risk of mismanagement, fraud, or other adverse events that could negatively impact our business and share price. The differences in corporate governance standards, financial reporting, and disclosure practices between our home jurisdictions and the United States may also create confusion or uncertainty for investors. Any perception of inadequate transparency or accountability could undermine investor confidence and limit our access to U.S. capital markets.

If we do not meet the expectations of equity research analysts, if they do not publish research or reports about our business or if they issue unfavorable commentary or downgrade our Ordinary Shares, the price of our Ordinary Shares could decline.

The trading market for our Ordinary Shares will rely in part on the research and reports that equity research analysts publish about us and our business. The analysts’ estimates are based upon their own opinions and are often different from our estimates or expectations. If our results of operations are below the estimates or expectations of public market analysts and investors, our share price could decline. Moreover, the price of our Ordinary Shares could decline if one or more securities analysts downgrade our Ordinary Shares or if those analysts issue other unfavorable commentary or cease publishing reports about us or our business.

Following the closing of this offering, a small number of significant beneficial owners of our shares will have a controlling influence over matters requiring shareholder approval, which could delay or prevent a change of control.

Following the closing of this offering, the largest beneficial owners of our shares, will include entities and individuals affiliated with TAC InfoSec Ltd. and KYE9 Artificial Intelligence Research LLC, each of which currently beneficially owns more than 10.0% of our outstanding shares, will beneficially own in the aggregate 93.1% of our Ordinary Shares. KYE9 Artificial Intelligence Research LLC is wholly-owned by our Chairman, Trishneet Arora. As a result, these shareholders individually could exert significant influence, and if they were to act together could exert a controlling influence, over our operations and business strategy and would have sufficient voting power to control the outcome of matters requiring shareholder approval. These matters may include:

This concentration of ownership of our Ordinary Shares could delay or prevent proxy contests, mergers, tender offers, open-market purchase programs or other purchases of our Ordinary Shares that might otherwise give you the opportunity to realize a premium over the then-prevailing market price of our Ordinary Shares. This concentration of ownership may also adversely affect our share price.

As a foreign private issuer, we will not be subject to the provisions of Regulation FD or U.S. proxy rules and will be exempt from filing certain Exchange Act reports.

In addition, as a foreign private issuer, we will be exempt from a number of requirements under U.S. securities laws that apply to public companies that are not foreign private issuers. In particular, we will be exempt from the rules and regulations under the United States Securities Exchange Act of 1934, as amended, or the Exchange Act, related to the furnishing and content of proxy statements, and our officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file annual and current reports and financial statements with the SEC as frequently or as promptly as U.S. domestic companies whose securities are registered under the Exchange Act and we will generally be exempt from filing quarterly reports with the SEC under the Exchange Act. We will also be exempt from the provisions of Regulation FD, which prohibits the selective disclosure of material nonpublic information to, among others, broker-dealers and holders of a company’s securities under circumstances in which it is reasonably foreseeable that the holder will trade in the company’s securities on the basis of the information. Even though we intend to comply voluntarily with Regulation FD, these exemptions and leniencies will reduce the frequency and scope of information and protections to which you are entitled as an investor.

We would lose our foreign private issuer status if a majority of our directors or executive officers are U.S. citizens or residents and we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. Although we have elected to comply with certain U.S. regulatory provisions, our loss of foreign private issuer status would make such provisions mandatory. The regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer may be significantly higher. If we are not a foreign private issuer, we will be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. We would also be required to follow U.S. proxy disclosure requirements, including the requirement to disclose more detailed information about the compensation of our senior executive officers on an individual basis. We may also be required to modify certain of our policies to comply with good governance practices associated with U.S. domestic issuers. Such conversion and modifications will involve additional costs. In addition, we would lose our ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchanges that are available to foreign private issuers.

We are an “emerging growth company” and our reliance on reduced reporting and other exemptions could make our Ordinary Shares less attractive to investors.

We qualify as an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), because we had less than $1.235 billion in revenue during our most recently completed fiscal year. As an emerging growth company, we may take advantage of certain reduced disclosure and other requirements that are otherwise applicable generally to U.S. public companies that are not emerging growth companies. We have taken advantage of reduced reporting in this prospectus, and, accordingly, the information contained herein may differ from the information you receive from other public companies.

These provisions include, among other things, (i) the option to include in this initial public offering registration statement only two years of audited financial statements and selected financial data and only two years of related disclosure; (ii) reduced executive compensation disclosure in our periodic reports and, if applicable, any proxy statements; (iii) exemptions from the requirements to hold a non-binding advisory vote on executive compensation and to seek shareholder approval of any golden parachute payments not previously approved; and (iv) an exemption from the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”) in the assessment of our internal control over financial reporting. The JOBS Act also permits an emerging growth company to delay adopting new or revised accounting standards until such time as those standards are applicable to private companies. We have not elected to “opt out” of this extended transition period, which means we may adopt new or revised accounting standards at the time private companies adopt them, unless and until we either irrevocably elect to opt out or we no longer qualify as an emerging growth company. Any election to opt out of the extended transition period would be irrevocable. Our use of this extended transition period may make comparison of our financial statements with those of other public companies that either are not emerging growth companies or that have elected to opt out of the extended transition period difficult or impossible because of differences in accounting standards.

We will remain an emerging growth company until the earliest of: (a) the last day of our fiscal year during which we have total annual revenue of at least $1.235 billion; (b) the last day of our fiscal year following the fifth anniversary of the closing of this offering; (c) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (d) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act, which, among other things, would occur if the market value of our Ordinary Shares held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter.

Cautionary Note Regarding Forward-Looking Statements

We make forward-looking statements in this prospectus that are subject to risks and uncertainties. These forward-looking statements include information about possible or assumed future results of our business, financial condition, results of operations, liquidity, plans and objectives. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” or the negative of these terms or other similar expressions. The statements we make regarding the following matters are forward-looking by their nature:

The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. The forward-looking statements are based on our beliefs, assumptions and expectations of future performance, taking into account the information currently available to us. These statements are only predictions based upon our current expectations and projections about future events. There are important factors that could cause our actual results, levels of activity, performance or achievements to differ materially from the results, levels of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the risks provided under “Risk Factors” in this prospectus.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus, to conform these statements to actual results or to changes in our expectations.

Use of Proceeds

We estimate that our net proceeds from this offering will be approximately $16,610,000, or $19,197,500 if the underwriters’ option to purchase additional ordinary shares is exercised in full, based upon an assumed initial public offering price of $5.00 per ordinary share, after deducting the underwriting discounts and commissions and offering expenses.

A $1.00 increase (decrease) in the assumed initial public offering price of $5.00 per ordinary share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us from this offering by approximately $920,000, assuming the number of shares offered by us as set forth on the cover page of this prospectus remains the same and after deducting the underwriting discounts and commissions. Similarly, each increase (decrease) of 200,000 shares in the number of Ordinary Shares offered by us would increase (decrease) the net proceeds to us from this offering by approximately $920,000, assuming that the assumed initial public offering price remains the same, and after deducting the underwriting discounts and commissions.

The principal purposes of this offering are to obtain additional working capital, to create a public market for our Ordinary Shares and to facilitate our future access to the public equity markets. We intend to use the net proceeds from this offering for general corporate purposes, including sales and marketing expenditures aimed at growing our business and research and development expenditures focused on product development. Although we have not allocated specific portions of the net proceeds to specific uses, we expect that a significant portion of such expenditures will relate to hiring additional sales and marketing and research and development personnel. We may also use net proceeds from this offering to make acquisitions or investments in complementary companies or technologies, although we do not have any agreement or understanding with respect to any such acquisition or investment at this time. We do not currently have specific plans or commitments with respect to the net proceeds from this offering and, accordingly, are unable to quantify the allocation of such proceeds among the various potential uses. We will have broad discretion in the way that we use the net proceeds of this offering.

Dividend Policy

Our board of directors has sole discretion whether to pay dividends. If our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that our directors may deem relevant.

Capitalization

The following table sets forth our cash, cash equivalents and short-term bank deposits, and total capitalization as of June 30, 2025, as follows:

You should read this information in conjunction with our financial statements and the related notes appearing at the end of this prospectus and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and other financial information contained in this prospectus.

Dilution

If you invest in our Ordinary Shares in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share and the pro forma as adjusted net tangible book value per ordinary share after this offering. Our net tangible book value as of June 30, 2025, as adjusted to give effect to the reorganization and share exchange transaction completed on August 11, 2025, was $0.02 per ordinary share.

Consolidated net tangible book value per ordinary share was calculated by:

After giving effect to the sale of Ordinary Shares that we are offering at an assumed initial public offering price of $5.00 per ordinary share, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, our net tangible book value on an as adjusted basis as of June 30, 2025 would have been $0.72 per ordinary share. This amount represents an immediate increase in net tangible book value of $0.70 per ordinary share to our existing shareholders and an immediate decrease in net tangible book value of $4.28 per ordinary share to new investors purchasing Ordinary Shares in this offering. We determine dilution by subtracting the as adjusted net tangible book value per ordinary share after this offering from the amount of cash that a new investor paid for an ordinary share.

The following table illustrates this dilution:

A $1.00 increase (decrease) in the assumed initial public offering price of $5.00 per ordinary share would increase (decrease) our pro forma as adjusted net tangible book value by $3.5 million, or $0.84 per share, and the pro forma dilution per share to investors in this offering would be $5.14 or $5.14 per share for a $1.00 increase (decrease), respectively, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Each increase of 0.5 million shares in the number of shares offered by us would increase our pro forma as adjusted net tangible book value by approximately $2.3 million, or $0.78 per share, and the pro forma dilution to investors in this offering would be $4.20 per share, assuming that the assumed initial public offering price remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each decrease of 0.5 shares in the number of shares offered by us would decrease our pro forma as adjusted net tangible book value by approximately $2.3 million, or $0.62 per share, and the pro forma dilution to investors in this offering would be $4.36 per share, assuming that the assumed initial public offering price remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters exercise their option to purchase additional Ordinary Shares in full in this offering, the as adjusted net tangible book value after the offering would be $0.81 per ordinary share, the increase in net tangible book value per ordinary share to existing shareholders would be $0.79 and the decrease in net tangible book value per ordinary share to new investors would be $4.19 per ordinary share, in each case assuming an initial public offering price of $5.00 per ordinary share.

The following table summarizes, as of June 30, 2025, the differences between the number of Ordinary Shares purchased from us, the total consideration paid to us in cash and the average price per ordinary share that existing shareholders paid, on the one hand, and new investors are paying in this offering, on the other hand. The calculation below is based on an assumed initial public offering price of $5.00 per ordinary share before deducting commissions and estimated offering expenses payable by us.

Selected Consolidated Financial Data

The following tables set forth our selected consolidated financial data. You should read the following selected consolidated financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes included elsewhere in this prospectus. Historical results are not necessarily indicative of the results that may be expected in the future. Our financial statements have been prepared in accordance with U.S. GAAP.

CYBERSCOPE I.K.E.

Balance Sheets 

CYBERSCOPE I.K.E.

Statements of Operations and Comprehensive income

CYBERSCOPE I.K.E

CONDENSED BALANCE SHEETS

CYBERSCOPE I.K.E

CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(UNAUDITED)

Data Relating To Earnings Per Share

Reorganization / recapitalization adjustment (unaudited). The reorganization and share exchange transaction completed on August 11, 2025 has been accounted for as a recapitalization. Accordingly, the weighted-average number of ordinary shares outstanding and earnings per ordinary share amounts for all periods presented have been retroactively adjusted to reflect the issuance of 20,000,000 ordinary shares in connection with the reorganization as if it had occurred at the beginning of the earliest period presented. These retroactive adjustments are presented solely to reflect the Company’s current capital structure for purposes of earnings per share and do not reflect any other changes that might have occurred had the reorganization been in effect during the periods presented.

Management’s Discussion and Analysis of
Financial Condition and Results of Operations

The following discussion should be read in conjunction with our financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that are subject to known and unknown risks and uncertainties. Actual results and the timing of events may differ significantly from those expressed or implied in such forward-looking statements due to a number of factors, including those set forth in the section entitled “Risk Factors” and elsewhere in this prospectus. You should read the following discussion in conjunction with “Special Note Regarding Forward-Looking Statements” and “Risk Factors.”

The following discussion and analysis should be read in conjunction with our audited financial statements and the related notes included elsewhere in this registration statement. Since it was formed in July 2025, PubCo has had no material operations of its own through the dates presented, and conducts all of its business through OpCo, the financial statements and the discussion below primarily reflect the results of operations and financial condition of Cyberscope. PubCo’s sole material asset is the 100% equity interest in OpCo, and our ability to generate cash to meet our obligations depends entirely on the results of operations and cash flows of OpCo and the ability of OpCo to distribute such cash to us. Unless otherwise noted, amounts presented are in U.S. dollars.

We qualify as an “emerging growth company” and as a “foreign private issuer” and have elected to comply with the scaled disclosure accommodations available to such issuers. In accordance with Item 303 of Regulation S-K, as amended by Release No. 33-10890 (effective for fiscal years ending on or after August 9, 2021), we have omitted a discussion of the earliest period presented because that period is not material to an understanding of our current results.

Overview

Cyberscope is a Platform-as-a-Service (“PaaS”) provider focused on Web3 cybersecurity. Our proprietary platform automates smart-contract audits, Know-Your-Customer (“KYC”) verifications and other blockchain security solutions for a global client base that includes decentralized finance (“DeFi”) protocols, token issuers and blockchain infrastructure providers. Since inception in February 2023, we have completed more than 2,700 smart-contract audits and over 500 KYC verifications, securing an estimated $2 billion in digital assets.

Performance Metrics

Management carefully monitors a set of operational metrics that we consider to be key performance indicators (“KPIs”) in evaluating the growth, scale, and adoption of our platform. These KPIs provide meaningful insight into customer engagement, service utilization, monetization efficiency, and the scale of digital assets protected through our audits.

Smart Contract Audits Completed

KYC Verifications Completed

Digital Assets Secured

Client Base

Average Contract Value (ACV)

We believe these KPIs provide investors with a clear view of how management evaluates performance and growth. The reduction in total number of assignments and clients in 2024 compared to 2023 reflects a strategic reorientation toward bigger, higher-quality engagements rather than a contraction of business activity.

The following table provides the Company’s performance on each of the KPIs, respectively, during the period from February 8, 2023 (inception) ended December 31, 2023, the year ended December 31, 2024 and each of the six months ended June 30, 2024 and 2025:

Important Notes. While the number of standalone smart contract audit projects declined year-over-year, the overall volume of audit work performed increased due to (i) multiple audit iterations required by clients as they progressed through successive deployment stages, and (ii) a higher number of enterprise bundled engagements, which typically include smart contract audits together with KYC verifications, penetration-testing services, and other security assessments. These bundled arrangements contain more revenue-generating components per engagement than a single audit project and contributed a significant portion of the year-over-year revenue increase.

A greater proportion of enterprise-class clients also purchased multi-service bundles, resulting in higher average contract values. Because some clients purchase both services, the Client Base is not the sum of the service counts.

Operational Environment

Key characteristics of our operating environment include:

Significant developments during the periods presented include:

We believe the increasing regulatory focus on cybersecurity, together with growth in smart-contract deployments, positions us to capture additional market share. However, the cyclicality of crypto-asset markets and the evolving regulatory landscape create uncertainties about the pace and consistency of demand.

Results of Operations

Comparison of the Six Months Ended June 30, 2025 to the Six Months Ended June 30, 2024

Revenue

Revenue decreased by $176,138, or 23.6%, to $570,908 for the six months ended June 30, 2025, compared to the prior-year period. The decrease was primarily attributable to the Company’s strategic shift toward serving established, higher-value customers, which temporarily reduced transaction volume while improving overall monetization efficiency. In addition, geopolitical conditions during the April–June period negatively impacted demand, contributing to the decline in revenue. Management expects revenue levels to improve as market conditions stabilize.

Cost of Revenue and Gross Profit

Cost of revenue consists primarily of direct labor costs, including compensation for internal security engineers and fees paid to external subject-matter experts, as well as cloud-based infrastructure expenses. Cost of revenue increased by 724.4% to $35,250 during the period, primarily due to higher software engagement volumes. The increase was further influenced by the scaling of the Company’s penetration-testing practice, which is more cloud intensive that require additional localized data-hosting expenditures.

Operating Expenses

Operating expenses increased by $76,792, or 56.3%, to $213,232, primarily due to $72,000 of amortization of intangible assets recorded following the election of pushdown accounting. The amortization relates to customer relationships and developed technology and is recognized on a straight-line basis over five years for the period from February 5 to June 30, 2025.

Other Income (Expense), Net

Other income (expense), net of $92,383 in the six months ended June 30, 2025, consisted primarily of unrealized mark-to-market losses on cryptocurrency holdings. During the six months ended June 30, 2024, we recorded a $50,437 net gain largely attributable to upward fair-value adjustments on crypto assets.

Provision for Income Taxes

Our effective tax rate was 22% in both periods, consistent with the statutory rate in Greece. We currently do not benefit from material tax incentives or credits. Following the IPO, we expect to evaluate global tax optimization strategies; however, we cannot predict whether such strategies will reduce our effective rate.

Net Income

Net income was $163,594, reflecting the combined impact of strategic revenue normalization and higher non-cash amortization expense related to intangible assets recognized during the period.

Liquidity and Capital Resources

Overview

We finance operations primarily through cash generated from operating activities. As of June 30, 2025, we had:

Management believes existing cash, crypto-asset balances and operating cash flows will be sufficient to fund planned operations and capital requirements for at least the next 12 months. Proceeds from the IPO, if consummated, will provide additional flexibility to pursue our growth strategy.

Cash Flows

Operating Activities. Net cash used in operating activities was $9,386 during the period from February 5 to June 30, 2025, compared to net cash provided of $3,729 for the predecessor period from January 1 to February 4, 2025 and $81,297 for the six months ended June 30, 2024.

Operating cash flows were primarily impacted by:

Net income of $122,190, adjusted for non-cash items including amortization of intangible assets of $72,000 recognized pursuant to pushdown accounting and depreciation of $1,294.

Revenue received in crypto currencies of $175,238, partially offset by expenses paid in crypto currencies of $31,018, reflecting the Company’s use of digital assets in customer settlements and operating disbursements.

A $114,474 increase in amounts due from related parties, which used operating cash.

A $53,824 increase in accrued expenses and other liabilities, partially offset by a $37,010 decrease in deferred revenue.

The shift to a modest net operating cash outflow reflects the timing of crypto-based receipts, amortization of newly recognized intangible assets, and working capital movements following the pushdown accounting election.

Investing Activities. The Company did not use or provide any cash from investing activities during the period from February 5 to June 30, 2025 and the predecessor period from January 1 to February 4, 2025.

By comparison, the Company used $3,751 in investing activities during the six months ended June 30, 2024, primarily for the purchase of fixed assets. The absence of investing cash outflows in 2025 reflects a period of limited capital expenditure following the change in corporate structure.

Financing Activities. No financing inflows occurred in 2024 and 2025.

Comparison of the Year Ended December 31, 2024 to the Period February 8, 2023 (Inception) to December 31, 2023

Revenue

Revenue increased $393,427, or 38.9%, to $1,404,605 in 2024. While the number of standalone smart contract audit projects declined year-over-year, the overall volume of audit work performed increased due to (i) multiple audit iterations required by clients as they progressed through successive deployment stages, and (ii) a higher number of enterprise bundled engagements, which typically include smart contract audits together with KYC verifications, penetration-testing services, and other security assessments. These bundled arrangements contain more revenue-generating components per engagement than a single audit project and contributed a significant portion of the year-over-year revenue increase.

A greater proportion of enterprise-class clients also purchased multi-service bundles, resulting in higher average contract values. Approximately 68% of the Company’s 2024 revenue was denominated in stablecoins (USDT/USDC) or native chain tokens. A modest increase in the U.S. dollar–equivalent value of these settlement currencies at contract inception contributed to the overall increase in revenue.

We believe continued regulatory adoption of audit requirements (e.g., MiCA, exchange listing standards) will support ACV expansion. Nevertheless, demand remains sensitive to macro crypto funding trends.

We hold crypto assets in a combination of local wallets under our control and third-party exchange accounts. For security purposes, we also utilize cold storage arrangements for longer-term holdings that are not needed for near-term settlement. We maintain internal protocols to safeguard private keys and access credentials. Our policy is not to hold crypto assets for speculative or appreciation purposes. Rather, we generally seek to convert receipts into fiat currency on a periodic basis in order to manage liquidity, fund operating expenses, and minimize exposure to crypto asset price volatility. Conversion timing is guided by internal treasury management practices, taking into account liquidity needs, transaction costs, and market conditions. We do not engage in trading or hedging strategies with our crypto holdings. Our holdings are maintained for transactional purposes only and are measured at fair value in accordance with applicable accounting standards.

Cost of Revenue and Gross Profit

Cost of revenue consists primarily of direct labor (internal security engineers and external subject-matter experts) and cloud-based infrastructure fees. Cost of revenue increased 21.2% to $28,515, reflecting higher engagement volume. Gross margin remained exceptionally high at 98%, consistent with our asset-light platform model. We expect gross margin to moderate modestly over time as we scale our penetration-testing practice (which is more labor intensive) and as we expand into regulated jurisdictions that may require localized data-hosting spend.

Operating Expenses

Operating expenses increased $166,009, or 86.2%, to $358,636, reflecting:

Despite higher operating expenses, operating margin was 72% versus 79% in the prior period, demonstrating continued operating leverage.

Other Income (Expense), Net

Other income, net of $23,400 in 2024, consisted primarily of realized gains and unrealized mark-to-market gains on cryptocurrency holdings. During 2023, we recorded a $5,038 net loss largely attributable to downward fair-value adjustments on crypto assets.

Provision for Income Taxes

Our effective tax rate was 22% in both periods, consistent with the statutory rate in Greece. We currently do not benefit from material tax incentives or credits. Following the IPO, we expect to evaluate global tax optimization strategies; however, we cannot predict whether such strategies will reduce our effective rate.

Net Income

Net income increased 31.8% to $811,866, or 57.8% of revenue, reflecting strong topline growth partially offset by higher operating expenses.

Liquidity and Capital Resources

Overview

We finance operations primarily through cash generated from operating activities. As of December 31, 2024, we had:

Management believes existing cash, crypto-asset balances and operating cash flows will be sufficient to fund planned operations and capital requirements for at least the next 12 months. Proceeds from the IPO, if consummated, will provide additional flexibility to pursue our growth strategy.

Cash Flows

Operating Activities. Cash provided by operating activities increased $61,030, reflecting higher net income partially offset by (i) an increase in contract receivables ($162,000) due to timing of invoicing under new PaaS agreements and (ii) an increase in crypto dividends declared ($619,356).

Investing Activities. Investing outflows of $4,347 in 2024 and $3,403 in 2023 relate to modest purchases of computer and office equipment; we expect capital expenditures to remain minimal in the near term.

Financing Activities. No financing inflows occurred in 2024. In 2023, $27,038 of equity proceeds reflected founders’ initial capital contributions. During both 2024 and 2023, Cyberscope paid interim dividends of $619,356 and $612,910, respectively, financed through crypto-asset distributions rather than cash.

Material Cash Requirements

Our principal cash requirements for the next 12 months and thereafter include:

We may also evaluate strategic acquisitions and geographic expansion opportunities, which could require significant capital. We currently have no material contractual commitments for capital expenditures.

Sources of Liquidity

Restrictions on Subsidiary Distributions; Parent-Level Liquidity

PubCo is a Cayman Islands exempted company with no operations. All cash is generated by Cyberscope in Greece. Under Greek corporate law, dividend distributions may be made only out of distributable profits as shown in the annual financial statements, after appropriations to statutory reserves. In addition, future credit facilities or regulatory requirements could impose additional restrictions. Although our current reinvestment needs are modest, any inability to repatriate cash could limit PubCo’s ability to pay dividends, repurchase shares or fund holding-company-level expenses.

Off-Balance Sheet Arrangements

We did not have, and do not currently have, any off-balance sheet arrangements, guarantees, retained interests or non-consolidated variable interest entities that are reasonably likely to have a material effect on our financial condition or results of operations.

Critical Accounting Estimates

Our financial statements are prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions that affect reported amounts of assets, liabilities, revenue, expenses and related disclosures. We consider an estimate to be critical if (i) the estimate requires assumptions about matters that are highly uncertain at the time it is made and (ii) different estimates reasonably could have been used or changes in the estimate are reasonably likely to occur from period to period and could materially impact the financial statements.

Revenue Recognition

Our contracts often bundle multiple services (e.g., audit + KYC + monitoring) and permit consideration in crypto-assets. Judgments are required to identify performance obligations, determine transaction price—including non-cash consideration at fair value at contract inception—and allocate revenue to performance obligations. We recognize audit revenue at a point in time upon delivery of the final report; PaaS license revenue is recognized upon each engagement utilization. Crypto-asset consideration is measured using quoted USD spot prices at contract inception. A 10% change in the fair-value measurement of crypto consideration at inception would have impacted 2024 revenue by approximately $90,000.

Valuation of Cryptocurrency Holdings

Crypto-assets represent 47% of total current assets and are subject to significant price volatility. We remeasure crypto-assets at fair value each reporting date using observable quoted prices (Level 1 under ASC 820) and recognize changes in fair value in net income. A 20% adverse movement in market prices as of December 31, 2024 would have reduced pre-tax income by approximately $60,000.

Income Taxes

We operate solely in Greece but may expand into additional jurisdictions following the IPO. Deferred tax asset recognition involves significant judgment regarding future taxable income and the impact of evolving crypto tax regulation. We recognize deferred tax assets and liabilities for temporary differences and record a valuation allowance when realization is not more likely than not. A 1.00% change in the effective tax rate would have affected 2024 net income by approximately $11,000.

Impairment of Long-Lived Assets

Although property and equipment is modest, we continue to invest in internally developed software. Impairment analyses require forecasts of future cash flows that are inherently subjective. We review long-lived assets for impairment when events or changes in circumstances indicate the carrying amount may not be recoverable. No impairment losses were recognized in 2023 or 2024.

Management has discussed the development, selection and disclosure of these critical accounting estimates with the Board of Directors.

Emerging Growth Company Status

We qualify as an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it 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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the Jumpstart The Company’s Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, As an emerging growth company, we can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our unaudited financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Recently Issued Accounting Pronouncements

See Note 3 to our audited financial statements for a discussion of recently issued accounting pronouncements.

Quantitative and Qualitative Disclosures About Market Risk

Because we qualify as a foreign private issuer, we are not required to provide the information under Item 305 of Regulation S-K. However, management monitors (i) foreign-currency risk associated with Euro-denominated expenses, (ii) crypto-asset price volatility and (iii) interest-rate risk on potential future borrowings.

Management believes the foregoing discussion provides the material information necessary to understand our financial condition, changes in financial condition and results of operations for the periods presented.

Cayman Islands Taxation

The following is a discussion on certain Cayman Islands income tax consequences of an investment in our securities. The discussion is a general summary of present law, which is subject to prospective and retroactive change. It does not consider any investor’s particular circumstances, and does not consider tax consequences other than those arising under Cayman Islands law.

Under Existing Cayman Islands Laws

Payments of dividends and capital in respect of our securities will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of the securities nor will gains derived from the disposal of the securities be subject to Cayman Islands income or corporate tax. The Cayman Islands currently has no income, corporation or capital gains tax and no estate duty, inheritance tax or gift tax.

No stamp duty is payable in respect of the issue of rights. An instrument of transfer in respect of a right is stampable if executed in or brought into the Cayman Islands.

No stamp duty is payable in the Cayman Islands on the issue of shares by, or any transfers of shares of, Cayman Islands companies (except those which hold interests in land in the Cayman Islands). There are no exchange control regulations or currency restrictions in the Cayman Islands.

The Company has been incorporated under the laws of the Cayman Islands as an exempted company with limited liability and, as such, has applied for and received an undertaking from the Financial Secretary of the Cayman Islands in the following form in a form substantially similar to the following in August 2025:

The Tax Concessions Act

(As Revised)

Undertaking as to Tax Concessions

In accordance with the provision of section 6 of The Tax Concessions Act (As Revised), the Financial Secretary undertakes with the company:

Business

Overview

CyberScope, a TAC Security Company, is a premier provider of Web3 security, smart contract audit, and security compliance solutions, with a specialized focus on the rapidly evolving blockchain and Web3.0 sectors. Founded in 2023 and headquartered in Greece, CyberScope’s mission is to enhance the security, transparency, and trustworthiness of decentralized digital ecosystems. CyberScope is positioned at the forefront of blockchain security and compliance, offering a comprehensive suite of services that address the unique risks and regulatory challenges of the Web3.0 ecosystem. With a proven track record, industry recognition, and a commitment to innovation, CyberScope is well-placed to capitalize on the growing demand for trusted cybersecurity solutions in the global digital asset market. CyberScope leverages a combination of deep technical expertise, proprietary technology, and a client-centric approach to deliver high-quality, efficient, affordable, and reliable security services to a global clientele, including decentralized finance (DeFi) platforms, token issuers, and blockchain infrastructure providers.

In February 2025, CyberScope was acquired by TAC Infosec Ltd, a global cybersecurity and risk & vulnerability management company. CyberScope’s expertise in smart contract auditing and blockchain vulnerability assessment complements TAC Security’s comprehensive vulnerability management platform. The partnership between CyberScope and TAC Security has provided exciting cross-selling opportunities and enabled CyberScope to accelerate its growth and expand its service offerings. TAC Security’s management team is actively involved in CyberScope’s day-to-day management and service delivery, and also takes an active role in CyberScope’s corporate strategy.

Industry Background and Key Concepts

The blockchain industry is underpinned by distributed ledger technology, which enables secure, transparent, and immutable record-keeping without reliance on centralized intermediaries. Blockchain is a decentralized database that records transactions in a series of blocks, each cryptographically linked to the previous one, ensuring data integrity and resistance to tampering. This technology forms the foundation for a new generation of internet applications, collectively referred to as Web3.0.

Web3.0 represents the next phase of the internet, characterized by decentralization, user ownership of data, and the integration of blockchain-based applications. Unlike traditional Web2.0 platforms, which are controlled by centralized entities, Web3.0 applications operate on decentralized networks, giving users greater control over their digital assets and personal information. This paradigm shift is driving innovation across industries, from finance and supply chain management to gaming and digital identity.

A central component of the blockchain and Web3.0 ecosystem is the smart contract. Smart contracts are self-executing programs that run on blockchain networks, automatically enforcing the terms of an agreement without the need for intermediaries. These contracts are written in code and deployed on public blockchains, where they execute transactions and business logic in a transparent and immutable manner. The use of smart contracts has enabled the rise of decentralized applications (dApps), DeFi protocols, and tokenized assets.

Given the irreversible nature of blockchain transactions and the high value often at stake, the security of smart contracts is paramount. Smart contract audits are comprehensive security assessments that identify vulnerabilities, logic errors, and potential exploits in the contract code. These audits are essential to ensure the integrity, security, and reliability of blockchain-based applications, as vulnerabilities can lead to significant financial losses, reputational damage, and regulatory scrutiny.

The blockchain industry is also subject to a rapidly evolving regulatory environment. As digital assets and decentralized applications gain mainstream adoption, regulators worldwide are introducing new frameworks to address issues such as anti-money laundering (AML), know-your-customer (KYC) compliance, data protection, and financial crime prevention. Companies operating in this space must navigate complex and often fragmented regulatory landscapes to ensure compliance and maintain market access.

Technology

CyberScope’s technology platform is at the core of its value proposition and competitive advantage. The Company employs a rigorous, multi-stage audit methodology that combines both automated and manual techniques to ensure comprehensive coverage and high-quality deliverables. The audit process typically begins with automated static and dynamic analysis of smart contract code, utilizing proprietary tools such as Cyberscan and Similarityscan. These tools leverage advanced algorithms and data analytics to rapidly detect code similarities, potential vulnerabilities, and suspicious wallet activity.

Following the automated analysis, CyberScope’s experienced auditors conduct a detailed manual review of the smart contract code. This process involves line-by-line inspection, peer review, and edge-case scenario analysis to identify both common vulnerabilities and subtle, complex issues that automated tools may miss. The Company’s audit methodology is designed to meet or exceed industry best practices, ensuring that clients receive thorough and actionable security assessments.

In addition to smart contract audits, CyberScope has developed a suite of proprietary security tools to support its service offerings and enhance client outcomes:

CyberScope’s technology stack is continuously updated to address emerging threats and evolving blockchain standards. The Company invests in ongoing research and development to enhance its proprietary tools, improve audit methodologies, and stay ahead of the rapidly changing threat landscape. This commitment to innovation ensures that CyberScope remains at the forefront of blockchain security and compliance.

Role of Proprietary Tools in CyberScope’s Smart Contract Audit Process

CyberScope has developed a suite of proprietary tools—most notably Cyberscan and Similarityscan—that are integral to its smart contract audit methodology. These tools are designed to enhance the depth, accuracy, and efficiency of the audit process, enabling CyberScope to deliver comprehensive security assessments that meet or exceed industry standards.

Cyberscan: Smart Audit and Similarity Analysis

Cyberscan is a proprietary platform that performs automated smart contract audits and similarity analysis for any given contract. The tool leverages advanced algorithms to conduct static and dynamic code analysis, rapidly identifying vulnerabilities, code anomalies, and potential security risks. Cyberscan’s capabilities include:

Similarityscan: Address and Source Code Similarity Detection

Similarityscan is another proprietary tool that specializes in detecting similarities between blockchain addresses or source code. Its primary contributions to the audit process include:

Integration into the Audit Workflow

The use of Cyberscan and Similarityscan is embedded in CyberScope’s multi-stage audit process:

Benefits to Clients and the Audit Process

Safescan: AML and KYC Analysis for Digital Wallets

Safescan is a proprietary tool designed to support anti-money laundering (AML) and know-your-customer (KYC) compliance for digital wallets. By leveraging advanced data analytics, Safescan empowers blockchain projects and digital asset platforms to identify high-risk transactions, flag suspicious behavior, and meet evolving regulatory obligations. Through a blend of automated checks and comprehensive reporting, Safescan enhances the security and trustworthiness of user transactions in decentralized ecosystems.

Through Safescan, we enable AML and KYC analysis of digital wallets and token issuers for our clients. As part of the process, we collect limited onboarding information directly from clients (such as name, wallet address, social account, email, and role). Sensitive personally identifiable information (PII) used for identity verification—including government-issued identification (including social security numbers), biometric video, proof of address, and live video interviews—is collected, stored, and processed entirely by our verification partner, Veriff, rather than by us. Veriff is responsible for storing and processing all sensitive KYC information. Its primary data storage location is in Ireland, with processing also conducted from the EEA, UK, U.S., and India depending on service tier. Veriff is GDPR-compliant, and details of its sub-processors and external data sources are publicly available.

Safescan’s capabilities include:

Data Storage and Processing 

Use of Data 

PII is used solely for AML/KYC verification and compliance purposes. We do not use any personal data for marketing or unrelated commercial activities.

Compliance and Risk Management 

Signaturescan: Event, Error, and Function Signature Search

Signaturescan is a proprietary platform that enables users to locate and categorize function, error, and event signatures within blockchain-based smart contracts. By indexing contract ABIs and code snippets, Signaturescan accelerates troubleshooting, code reviews, and debugging efforts. Whether teams are refining a novel contract or investigating unexpected on-chain activity, Signaturescan’s powerful lookup functionality delivers granular insights for enhanced code integrity.

Signaturescan’s capabilities include:

Continuous Improvement and Innovation

CyberScope’s commitment to research and development ensures that Cyberscan, Similarityscan, and other proprietary tools are continuously updated to address emerging threats and evolving blockchain standards. This ongoing innovation is a key differentiator for CyberScope, allowing it to maintain a leadership position in the blockchain security industry. The Company’s industry leadership is evidenced by quantitative objective measures, including:

By integrating Cyberscan and Similarityscan into its audit methodology, CyberScope delivers a smart contract audit process that is both rigorous and efficient. These proprietary tools enable the Company to identify vulnerabilities, assess code originality, and provide clients with actionable, high-confidence security assessments—ultimately contributing to a safer and more trustworthy Web3.0 ecosystem.

Operations

CyberScope’s operations are structured to deliver high-quality, efficient, and scalable security services to a global client base. The Company’s technical team comprises highly skilled professionals with deep expertise in blockchain development, cybersecurity, and cryptography. All founders and employees are bound by strict confidentiality agreements regarding client information and proprietary technology, ensuring the highest standards of data protection and operational resilience.

The Company’s audit process is designed to be both thorough and efficient, balancing the need for comprehensive security assessments with the fast-paced nature of the blockchain industry. CyberScope’s auditors work closely with clients to understand their specific needs, project requirements, and risk profiles. The audit process typically includes the following stages:

CyberScope’s audit reports and KYC certificates are recognized and accepted by leading industry platforms, including Solana, Polygon, Binance, CoinMarketCap, PinkSale, Unicrypt, DxSale, and Gempad. The Company’s reputation for quality, speed, and trust is further validated by industry accolades, such as the “Best Cyber Start-up of the Year” award at the Cyber Security Awards 2023.

The Company’s operations are supported by a secure digital infrastructure that enables remote collaboration and service delivery. This infrastructure is designed to support secure communication, data storage, and project management, allowing CyberScope to serve clients globally while maintaining operational efficiency and data security.

Regulatory Environment

The regulatory environment for blockchain and digital asset companies is complex and rapidly evolving. As the adoption of blockchain technology and digital assets accelerates, regulators worldwide are introducing new frameworks to address issues such as AML, KYC, data protection, and financial crime prevention. Companies operating in this space must navigate a patchwork of regulations that vary by jurisdiction and are subject to frequent updates.

CyberScope is committed to maintaining the highest standards of regulatory compliance. The Company’s KYC and AML procedures are designed to meet or exceed industry standards and regulatory requirements in the jurisdictions in which its clients operate. CyberScope conducts rigorous KYC checks to verify the identities of project team members, supporting regulatory compliance and investor confidence. The Company’s Safescan tool provides AML and KYC analysis for digital wallets, helping clients comply with evolving regulatory requirements and mitigate financial crime risks.

In addition to KYC and AML compliance, CyberScope’s services support clients in achieving compliance with applicable Greek and international laws governing cybersecurity, data protection, and financial crime prevention. The Company monitors regulatory developments and adapts its policies and procedures as needed to ensure ongoing compliance and minimize legal and reputational risks.

CyberScope’s commitment to regulatory compliance is a key differentiator in the market, enabling the Company to serve a diverse, global client base and maintain trusted relationships with industry partners, regulators, and investors.

As global regulators sharpen their focus on blockchain, decentralized finance and digital-asset markets, CyberScope is positioned to serve as a critical enabler of compliant, secure Web3 adoption by bridging the widening gap between innovative protocol developers and increasingly stringent legal, cybersecurity and prudential standards. Our proprietary tool suite—led by Cyberscan for automated vulnerability detection and Similarityscan for code-clone and wallet-risk analysis—allows us to deliver repeatable, audit-grade assurances that smart contracts and related infrastructure satisfy both technical best-practice frameworks and emerging statutory obligations governing anti-money-laundering, know-your-customer, data-protection and operational-resilience controls. Because our methodologies combine automated static and dynamic analysis with deep manual review by seasoned auditors, we can rapidly surface and remediate vulnerabilities, document risk mitigations and produce evidence packages that are currently accepted by leading launchpads, exchanges and token-listing platforms such as CoinMarketCap, PinkSale and Unicrypt. As supervisory regimes such as the EU’s MiCA, the Digital Operational Resilience Act (DORA) and updated AML directives begin to require independent security attestations, continuous monitoring and verifiable developer identity, we believe demand for our integrated audit, KYC and real-time wallet-screening services will accelerate across DeFi, tokenization, gaming, and enterprise blockchain segments. By embedding compliance-ready security assessments into the development life-cycle, CyberScope empowers Web3 projects to meet listing, fundraising and institutional onboarding thresholds more quickly and cost-effectively, thereby positioning the Company at the nexus of regulatory conformity and technical innovation in the next phase of the industry’s growth.

Additionally, the current U.S. political climate, marked by the Trump Administration’s stated commitment to fostering innovation in blockchain and digital-asset technologies, has created a policy backdrop that management believes is uniquely advantageous for CyberScope’s growth strategy. The Administration has repeatedly signaled support for cryptocurrencies, emphasizing deregulation, the protection of financial technology “sandboxes,” and the rapid modernization of federal guidance related to digital assets. These initiatives are catalyzing increased institutional and retail participation in decentralized finance, accelerating capital formation for token issuers, and driving a measurable rise in new smart-contract deployments. Each of these developments expands the addressable market for the Company’s audit, KYC verification, and penetration-testing services, reinforcing its competitive positioning as a premier Web3 security provider.

Intellectual Property

CyberScope’s intellectual property portfolio is a critical component of its competitive advantage and long-term growth strategy. The Company’s founders have contributed their intellectual property rights to the Company as part of their initial capital contributions, ensuring that all proprietary technology, methodologies, and data analytics platforms are owned by CyberScope.

The Company’s proprietary software tools, including Cyberscan, Similarityscan, Safescan, and Signaturescan, are developed in-house and form the backbone of its service offerings. These tools are protected by trade secrets, confidentiality agreements, and, where applicable, intellectual property registrations. CyberScope’s audit methodologies, data analytics platforms, and security protocols are also considered proprietary and are continuously refined to maintain the Company’s leadership position in the market.

Cyberscan represents a foundational platform-layer asset within your patent portfolio. It creates a technological moat by integrating on-chain, off-chain, and Web2 intelligence into a unified, real-time scoring engine, whereas competing systems tend to focus on narrow data categories. By protecting architectural innovations like dual-mode prioritized polling, adaptive risk scoring, and real-time malicious contract detection, the application enhances your portfolio’s defensibility and valuation, enables licensing or strategic integrations with token marketplaces and risk platforms, and establishes your position as a first mover in blockchain trust intelligence systems.

On August 15, 2025, CyberScope announced that it filed a utility patent application for Cyberscope Cyberscan in the United States (Patent Application No. 19/298,184 – “Automated Aggregation and Scoring System for Security and Transparency Metrics in Decentralized Networks”) (the “Cyberscan Patent”). The Cyberscan Patent represents the world’s first AI-optimized, multi-domain blockchain trust scoring and fraud detection platform. CyberScope Cyberscan is designed to give investors, exchanges, and regulators a real-time, verifiable trust score for every blockchain project, turning fragmented, manual due diligence into instant, actionable intelligence. If granted, the Cyberscan Patent will expire on or about August 13, 2045, subject to any USPTO patent term adjustments or extensions.

The Cyberscan Patent relates to blockchain intelligence, cybersecurity analytics, and decentralized finance (DeFi) risk management, including:

CyberScope’s intellectual property strategy is focused on innovation, protection, and commercialization. The Company invests in ongoing research and development to enhance its technology platform, develop new tools and services, and address emerging threats in the blockchain and cybersecurity landscape. The Company also explores opportunities to license its proprietary technology to third parties, generating additional revenue streams and expanding its market reach.

The protection and enforcement of intellectual property rights are integral to CyberScope’s business model. The Company maintains robust internal controls and confidentiality protocols to safeguard its proprietary technology and client information. All employees, contractors, and partners are required to sign confidentiality and non-disclosure agreements as a condition of engagement.

Products and Services

CyberScope offers a comprehensive suite of cybersecurity and compliance services tailored to the unique needs of blockchain-based projects and digital asset platforms. The Company’s core offerings include:

CyberScope’s Industry Partnership with CoinMarketCap: CyberScope maintains a strategic partnership with CoinMarketCap that elevates the visibility and credibility of projects that undergo the Company’s security assessments. Under this collaboration, CoinMarketCap formally recognizes CyberScope’s smart-contract audit certificates and KYC verifications and displays a distinctive “Audit Badge” or “Shield” next to the relevant token listings on its platform—an honor granted to only a select group of global audit firms. The integration allows millions of retail and institutional users who rely on CoinMarketCap’s market-data interface to verify, in real time, that a project has successfully completed CyberScope’s rigorous multi-stage audit and identity-verification process. As a result, issuers benefit from a demonstrable boost in market trust and launch-pad eligibility, while CoinMarketCap enhances the security transparency of its listings by surfacing third-party due-diligence information performed to industry-leading standards. The partnership therefore not only reinforces CyberScope’s brand as a premier Web3 security authority but also advances the shared objective of fostering a safer, more accountable digital-asset ecosystem.

CyberScope’s Shield Audit Badge on CoinMarketCap: CyberScope’s exclusive Shield Audit Badge on CoinMarketCap serves as a readily recognizable seal of rigorous, third-party verification that a project’s smart contracts have undergone comprehensive automated and manual review, instantly enhancing investor confidence and demonstrating a commitment to security and transparency. Displaying the badge on one of the industry’s most visited data platforms also elevates the project’s credibility and visibility, helping it attract a broader audience and facilitating smoother acceptance by exchanges, launchpads, and other ecosystem partners.

Clients and Market Position

CyberScope serves a diverse, global client base, including some of the most prominent projects in the crypto and DeFi sectors. The Company has completed over 2700 +smart contract audits and more than 500 KYC verifications, securing over $2 billion in digital assets for more than 3,000+ clients. Notable clients and partners include ApeSwap, Quarashi Network, Coinscope, and a wide array of blockchain projects across multiple geographies and use cases.

CyberScope’s audit reports and KYC certificates are recognized and accepted by leading industry platforms, including Solana, Polygon, Binance, CoinMarketCap, PinkSale, Unicrypt, DxSale, and Gempad. The Company’s reputation for quality, speed, and trust is further validated by industry accolades, such as the “Best Cyber Start-up of the Year” award at the Cyber Security Awards 2023.

The market for smart contract audits and crypto security has grown rapidly in recent years, driven by the increasing adoption of blockchain technology and decentralized applications. As the value locked in decentralized finance (DeFi) protocols and other blockchain-based platforms has surged, so has the demand for robust security solutions. The industry is now a multi-billion-dollar market, with organizations and projects investing heavily to protect their assets and users from vulnerabilities, hacks, and exploits. This growth is expected to continue as more businesses and individuals participate in the crypto ecosystem, making security audits an essential service.

Know-your-customer (“KYC”) verification is set to become even more important as the smart contract and crypto spaces keep growing fast in the next few years. With decentralized finance, tokenized assets, and blockchain apps on the rise, we’re going to see even more pseudonymous transactions, borderless capital flows, and rapid token launches—which means more risk of shady activity and tighter regulatory attention. In this changing environment, CyberScope’s thorough KYC process, which verifies the identities of project founders, core developers, and key stakeholders before a protocol goes live, will be key to stopping money-laundering, terrorist financing, and fraud. As global AML standards get tougher and regulators expect more, CyberScope’s KYC solutions will offer the kind of traceable accountability that on-chain activity needs, helping out regulators, launchpads, and both centralized and decentralized exchanges. For investors and users, a CyberScope KYC certificate is becoming a must-have proof of trust, cutting down on information gaps, discouraging “rug pulls” and insider abuse, and making it easier to invest responsibly in Web3 projects. The Company’s own Safescan tool makes this process even stronger by checking wallet addresses against sanctions lists and risk indicators, so CyberScope’s KYC credentials stay recognized by top industry platforms like CoinMarketCap, PinkSale, and Unicrypt. As the smart contract industry grows, KYC won’t just be a box to tick for compliance; it will be a core part of building trust, scaling up, and bringing more institutions into decentralized ecosystems, setting CyberScope apart as a go-to partner for security and compliance in the global digital asset market.

While smart contract audits originated within the cryptocurrency and blockchain sectors, their adoption is expanding into other industries. Sectors such as supply chain management, healthcare, real estate, and insurance are beginning to leverage blockchain technology for transparency, automation, and efficiency. Smart contracts and Web3 technology has begun to be adopted by major companies across a wide variety of industries, including JP Morgan, Amazon, and Google. As more companies implement smart contracts to streamline operations and enforce agreements, the need for thorough security audits becomes critical. This cross-industry adoption highlights the growing recognition of the importance of smart contract security in ensuring trust and reliability in digital transactions beyond traditional crypto use cases.

The current market opportunity for crypto and smart contract audits is significant and continues to expand. With the proliferation of new blockchain projects, DeFi protocols, NFTs, and enterprise blockchain solutions, the demand for comprehensive security assessments is at an all-time high. Regulatory scrutiny and the high-profile nature of security breaches have further underscored the necessity of professional audits. Companies like CyberScope are well-positioned to capitalize on this opportunity by offering specialized audit services that help projects identify vulnerabilities, comply with industry standards, and build trust with users and investors. As the blockchain ecosystem matures, the need for reliable security solutions will only increase, making this a dynamic and lucrative market.

Governance and Corporate Structure

CyberScope Web3 Security Inc. is an exempted company incorporated under the law of the Cayman Islands with no material operations of its own The Company’s wholly-owned subsidiary, Cyberscope I.K.E. is organized as a Greek Private Company (IKE), with its principal place of business in Rodos, Greece.

As a foreign private issuer, we may generally follow Cayman Islands home country practice with respect to certain matters of corporate governance in lieu of the comparable governance provisions of the Nasdaq Listing except for certain matters including the composition and responsibilities of the audit committee and the independence of its members within the meaning of the rules and regulations of the SEC.