Asfiled with the Securities and Exchange Commission on April 26, 2024

RegistrationNo. 333-

UNITEDSTATES 

SECURITIESAND EXCHANGE COMMISSION 

Washington,D.C. 20549

FORMS-1 

REGISTRATIONSTATEMENT

UNDER

THESECURITIES ACT OF 1933

FINTECHSCION LIMITED

(Exactname of registrant as specified in its charter)

MFloor & 1st Floor,  

No.33, Jalan Maharajalela,  

50150,Kuala Lumpur, Malaysia 

+6039226 0908
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

LimChun Hoo 

MFloor & 1st Floor,  

No.33, Jalan Maharajalela,  

50150,Kuala Lumpur, Malaysia 

+6039226 0908  

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

Copiesto:

Approximatedate of commencement of proposed sale to the public: As soon as practicable after the effective date of this registrationstatement.

Ifany of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 underthe Securities Act of 1933 check the following box: ☒ 

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

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

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

Indicateby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

Theregistrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date untilthe registrant shall file a further amendment which specifically states that this registration statement shall thereafterbecome effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statementshall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), maydetermine.

EXPLANATORYNOTE

ThisRegistration Statement contains two forms of prospectuses: one to be used in connection with the initial public offering of               sharesof our common stock through the underwriters named on the cover page of this prospectus (the “IPO Prospectus”) andone to be used in connection with the potential resale by certain selling stockholders of an aggregate amount up to 2,050,000shares of our Common Stock, as adjusted for the 1-for-10 reverse split (the “Selling Stockholder Prospectus”). TheIPO Prospectus and the Selling Stockholder Prospectus will be identical in all respects except for the alternate pages for theSelling Stockholder Prospectus included herein which are labeled “Alternate Pages for Selling Stockholder Prospectus.” 

TheSelling Stockholder Prospectus is substantively identical to the IPO Prospectus, except for the following principal points:

Wehave included in this Registration Statement, after the financial statements, a set of alternate pages to reflect the foregoingdifferences of the Selling Stockholder Prospectus as compared to the IPO Prospectus.

Whilethe selling stockholders have expressed an intent not to sell the shares of common stock registered pursuant to the Selling StockholderProspectus concurrently with the initial public offering, the sales of our common stock registered in the IPO Prospectus and theSelling Stockholder Prospectus may result in two offerings taking place concurrently, which could affect the price and liquidityof, and demand for, our common stock. This risk and other risks are included in “Risk Factors” beginning on page [   ] of the IPO Prospectus.

Theinformation contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold untilthe registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is notan offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or saleis not permitted.

Shares

CommonStock

FintechScion Limited

Thisis a firm commitment public offering of               shares of our common stock at an assumed public offering price of $_______, basedon the last sale price of our common stock as reported on the OTC Pink Market of the OTC Markets Group (the “OTC”)on              , 2024 and giving effect to a one-for-ten share reverse stock split of our common stock to be effected prior to or uponthe date of this prospectus. The assumed public offering price used throughout this prospectus has been included for illustrationpurposes only. The actual offering price may differ materially from the assumed price used in the prospectus and will be determinedby negotiations between us and the underwriters and may not be indicative of prices of the actual offering price.

Ourcommon stock is quoted on the OTC Pink Market under the symbol “FINR.” We intend to apply to list our common stockon The Nasdaq Capital Market under the symbol “FINR,” which listing is a condition to this offering. No assurancecan be given that our application will be approved.

Investingin our common stock involves a high degree of risk. See “Risk Factors” beginning on page    . Neither the Securitiesand Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if thisprospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We have granted the underwriters a 45-day option to purchase up to                    additional shares of our common stock at the public offeringprice, less underwriting discounts and commissions.

Theunderwriters expect to deliver the shares on or about     , 2024.

SpartanCapital Securities, LLC

Thedate of this prospectus is                , 2024

TABLEOF CONTENTS

Youshould rely only on the information contained in this prospectus and any free writing prospectus that we have authorized for usein connection with this offering. Neither we nor the underwriters have authorized anyone to provide you with information thatis different. We are offering to sell and seeking offers to buy the securities covered hereby only in jurisdictions where offersand sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless ofthe time of delivery of this prospectus or any sale of the securities covered hereby. Our business, financial condition, resultsof operations, and prospects may have changed since that date. We are not, and the underwriters are not, making an offer of thesesecurities in any jurisdiction where the offer is not permitted. This prospectus contains summaries of certain provisions containedin some of the documents described herein, but reference is made to the actual documents for complete information. All of thesummaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have beenfiled or will be filed as exhibits to the registration statement of which this prospectus is a part, and you may obtain copiesof those documents as described below under the heading “Where You Can Find Additional Information.”

Forinvestors outside the United States: Neither we nor any of the underwriters have taken any action that would permit this offeringor possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than inthe United States. Persons outside the United States who come into possession of this prospectus must inform themselves aboutand observe any restrictions relating to the offering of the securities covered hereby and the distribution of this prospectusoutside of the United States.

Unlessotherwise indicated, the information contained in this prospectus concerning our industry and the markets in which we operate,including our general expectations and market position, market opportunity and market share, is based on information from ourown management estimates and research, as well as from industry and general publications and research, surveys and studies conductedby third parties. Industry publications, third-party research, surveys and studies generally indicate that their information hasbeen obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information.We believe that the data obtained from these industry publications and third-party research, surveys and studies are reliable.Management estimates are derived from publicly available information, our knowledge of our industry and assumptions basedon such information and knowledge, which we believe to be reasonable. Our management estimates have not been verified by any independentsource, and we have not independently verified any third-party information. In addition, assumptions and estimates of our andour industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors,including those described in “Risk Factors.” These and other factors could cause our future performance to differmaterially from our assumptions and estimates. See “Cautionary Note Regarding Forward-Looking Statements.” We areultimately responsible for all disclosure included in this prospectus.

Thisprospectus contains references to our trademarks and service marks and to those belonging to other entities. Solely for convenience,trademarks and trade names referred to in this prospectus may appear without the ® or ™ symbols, but such referencesare not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or therights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

PRESENTATIONOF FINANCIAL INFORMATION

Allreferences in this prospectus to “US$,” “U.S. dollars,” and “dollars” mean U.S. dollars, andall references to “RM” mean the Malaysian ringgit, unless otherwise noted. This report contains translations of ringgitand pound stealing amounts into U.S. dollars solely for the convenience of the reader.. We make no representation that the ringgit,pound stealing or U.S. dollar amounts referred to herein could have been or could be converted into U.S. dollars, pound stealingor ringgit, as the case may be, at any particular rate or at all.

Anydiscrepancies in tables included herein between the total sum of amounts listed and the totals thereof are due to rounding. Accordingly,figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

PROSPECTUSSUMMARY

Thefollowing summary highlights selected information contained elsewhere in this prospectus and is qualified in its entirety by themore detailed information and financial statements included elsewhere in this prospectus. It does not contain all the informationthat may be important to you and your investment decision. You should carefully read this entire prospectus, including the mattersset forth under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Resultsof Operations,” and our financial statements and related notes included elsewhere in this prospectus. In this prospectus,unless the context requires otherwise, references to “we,” “us,” “our,” “Fintech,”or “the Company” refer to Fintech Scion Limited.

Theshare and per share information in this prospectus reflects, other than in our Financial Statements and the Notes thereto, a reversestock split of the authorized and outstanding common stock at an anticipated ratio of one-for-ten (1:10) to occur immediatelyfollowing the effective date but prior to the closing of the offering.

Overview

We are a fintech enterprise looking to revolutionize the financial landscape through our digital Software-as-a-Service (SaaS)platform. Our mission is to empower merchants by furnishing them with an integrated suite of tools, skills, and solutions thatstreamline payment services, unlocking a realm of secure, online, and fully managed transactions and settlements.

Atthe core of our enterprise lies a sophisticated financial ecosystem, underpinned by a robust technological infrastructure. Thisinfrastructure has been developed with the mission of empowering financial institutions to offer seamless, consolidated experiencesacross diverse verticals encompassing business-to-business, business-to-consumer, and consumer-to-business domains.

Inan era where merchants are leveraging an array of software solutions and digital tools to bolster their competitive edge, ourrole has emerged as a pivotal enabler. The intricate challenge of managing disparate software systems sourced from various providershas become an impediment for merchants of all sizes to seamlessly embrace payments.

Ourcurrent clientele encompasses an array of enterprises and organizations, spanning varied sectors, all with a common objective:to minimize the intricacies and costs associated with fund transfers. We extend our services to online businesses, providing comprehensivesolutions encompassing payment collection, cross-border transactions, FX services, and corporate bank accounts. Notably, we caterto a specific subset of online businesses that grapple with establishing and maintaining physical bank accounts across multipleterritories. This subset includes but not limited to small and medium enterprises (SMEs) and online businesses.

Ourcutting-edge payments platform boasts a comprehensive suite of integrated payment products and services tailored to various channels–beit in-store, online, or through mobile and tablet interfaces. This suite encompasses end-to-end payment processing for an arrayof payment types, merchant acquiring and issuing, diverse methods of mobile and contactless payments, and QR code-based solutions.Complementary software integrations, virtual international bank account numbers (IBAN), integrated mobile point-of-sale (POS)solutions, risk management tools, and robust reporting and analytics capabilities augment our platform’s offerings.

Ourpayment services seamlessly integrate e-money remittance solutions within the global marketplace, spanning open banking and creditcard processing to wire transfers. Our SaaS model empowers clients to focus on their core operations and sales while we handlethe intricate aspects of payment processing. This streamlined approach facilitates efficient onboarding, elevates customer retention,and cultivates new revenue streams.

Ourvision transcends boundaries as we aspire to cement our position as a global leader in the payments and banking sphere. Our team,comprising seasoned experts across operations, technology, sales, legal, compliance, and more, forms the backbone of our enterprise.

Thecrux of our vision lies in simplifying and automating global fund transfers while upholding the highest standards of security.We endeavor to furnish merchants with an all-encompassing Merchant Payment Ecosystem (MPE), a unified platform catering to theirdiverse payment needs.

Ourdiverse merchant base ranges from small to medium-sized enterprises, or SMEs, to large enterprises. While we are rooted in theSaaS framework, our belief in democratizing technology has led us to offer an initial free platform, generating revenue throughvalue-added services. Our revenue streams encompass processing fees based on payment volumes, a hybrid model featuring fixed transactionfees and monthly charges, and diverse layers that allow us to cross-sell services and nurture lasting client relationships.

Inthe competitive landscape, our distinct layers constitute the heart of our approach, underpinned by a commitment to exemplarycustomer service. We understand the nuanced needs of various merchants and have meticulously curated layers tailored to theirrequirements, including cutting-edge technology, diverse payment processing and integrated banking. These layers collectivelyform the bedrock of our operations, fostering seamless merchant experiences and propelling us to the forefront of the industry.

Aswe chart our course, we stand poised to not only cater to our diverse clientele but to exceed their expectations. Our pursuitof excellence remains unwavering as we continue to innovate, expand our offerings, and forge new partnerships to reshape the paymentsand banking landscape.

Rangeof Services

Ourcomprehensive suite of services is carefully tailored across six strategic business areas, each designed to cater to the distinctneeds of our diverse clientele. These business areas represent the core of our operations, enabling us to offer a seamless andintegrated payment ecosystem to merchants worldwide.

Withinthese strategic business areas, we have structured three distinct service layers, all seamlessly integrated within a single platform.This holistic approach empowers merchants to expand their operational horizons, fueling their growth within a unified paymentecosystem.

Fintech Digital Solution Limited is a softwaretechnology provider combining hundreds of payment providers and payment methods under one platform. In response to updated regulatorycompliance mandates from the United Kingdom, potentially impacting our operations as of December 2023, our management has opted to discontinuethe use of an Electronic Money Directive (EMD) agency service to instead implement an individual and case by case approach to ensureour operations comply with the varying regulatory requirements throughout multiple jurisdictions. Our management team remains committedto collaborating with various firms across these multiple jurisdictions where regulatory licenses or registrations are essential forour operations. We are actively engaging with licensed and regulated entities on a referral basis to ensure seamless continuity of ourservices including Business Accounts, SEPA & SWIFT Payments and Foreign Exchange (FX) Conversion services and maintaining our commitmentto delivering reliable payment solutions without any interruption.

MarketOpportunity

Bytargeting three different layers within the payment space, FintechCashier expands its reach acrossmultiple layers in the payment space, unlocking substantial potential instead of confining itself to a single market. This approachminimizes the necessity to compete for a dominant market share within any specific layer, opting instead to pursue smaller marketshares across multiple layers, thereby fostering opportunities for growth.

Theglobal digital payment market is estimated to reach $361.30 billion by 2030 with a CAGR of 20.5% accordingto a September 2022 report published by Grand View Research, Inc. 

Theglobal cashless transactions are likely to foresee significant growth amid the usage and preference for cashless transactionsand by 2025, a growth of 1.9 trillion transactions is estimated.

Accentureconducted a research study that shows transactions worth US$7 trillion is expected to shift from cash to card and otherdigital payments by 2023 and grow to US$48 trillion by 2030.

TheCOVID-19 pandemic brought a positive impact to the digital payment market with an increase in online shopping and the fear ofvirus transmission through physical monetary transactions.

Thekey market trends include:

Totake advantage of this trend, merchants worldwide are actively pursuing international expansion, thereby increasing their demandfor seamless payment processing across diverse methods and channels within intricate and fragmented payment ecosystems.

CompetitiveStrengths

FintechCashiercompetes with a range of providers, each of whom may provide a component of our offering, but do not provide an integrated offeringcapable of solving complex business challenges for software partners and merchants. For certain services and solutions, includingend-to-end payments, we compete with third-party payment processors and integrated payment providers.

Thecompetitive landscape across the three layers are shown in the table

Webelieve our market opportunity is demonstrated by a number of recent transactions completed by our competitors throughout thethree layers outlined above. With respect to the technical layer, in a December 2021 Series E funding round, Mambu raised $265.7million, for a company valuation of $5.4 billion post-money. With respect to the banking layer, Revolut, a competitor on our bankinglayer, cites a $33 billion market cap, while Marqueta, our competitor in the issuing layer is valued today at nearly $3.7 billion.

Unlikemany players in the market FintechCashier is not exclusively focused on payments. By targeting different layers, it can providefull solutions for customers covering all their payment needs.

Combiningall layers under one platform, FintechCashier solution creates a greater market opportunity and potential for increasing marketpenetration.

IntellectualProperty

Werely on a combination of trademark, domain names and trade secret laws, as well as employee and third-party nondisclosure, confidentialityand other types of contractual arrangements to establish, maintain and enforce our intellectual property rights, including withrespect to our proprietary rights related to our products and services. In addition, we use service platform technology, havean exclusive distribution technology license and license technology from third parties.

RecentDevelopments

OnDecember 27, 2023, our Board of Directors appointed Lim Chun Hoo as Chief Executive Officer of the Company concurrently with itsacceptance of the resignation of Shalom Dodun as the Company’s CEO and as a member of the Company’s Board of Directors.Mr. Lim previously served as Chief Financial Officer of the Company since November 2022 and is a member of the Board. Mr. Dodoun’sresignation was not the result of any disagreement with the Company relating to its operations, policies or practices. In connectionwith Mr. Dodoun’s resignation from the Board, the Board approved a reduction in the size of the Board to three directors.On December 27, 2023, the Board appointed Colin Ellis as Chief Financial Officer of the Company. Mr. Ellis had served as a non-executivedirector of the Company since February 2023 and transitioned to an executive director upon his appointment as Chief FinancialOfficer of the Company.

CorporateHistory and Structure

Wewere incorporated in the state of Nevada on November 19, 2013 as “Albero, Corp.” On January 8, 2016, we changed ourname to “Vitaxel Group Limited.” On March 2, 2022, we changed our name to “HWGC Holdings Limited.” OnMay 16, 2023, we changed our name to “Fintech Scion Limited.”

OnJuly 21, 2022, we entered into a share exchange agreement with FintechCashier Asia P.L.C. (formerly known as HWGG Capital P.L.C.),a Labuan company (“FintechAsia”), and all of the shareholders of FintechAsia pursuant to which all shareholders ofFintechAsia irrevocably agreed to transfer and assign to the Company all FintechAsia’s shares held by the shareholders inexchange for newly issued shares of the Company’s common stock. Following the closing of the share exchange on November15, 2022, FintechAsia became a wholly-owned subsidiary of the Company.

OnAugust 9, 2022, we entered into another share exchange agreement with Fintech Scion Limited (“Fintech”), a privatelimited company incorporated in the United Kingdom, and all of the shareholders of Fintech pursuant to which All shareholdersof Fintech irrevocably agreed to transfer and assign to the Company all of Fintech’s shares held by such shareholders inexchange for newly issued shares of the Company’s common stock. Following the closing of the share exchange on November30, 2022, Fintech became a wholly-owned subsidiary of the Company.

OnDecember 30, 2022, we entered into a stock purchase agreement with Mr. Leong Yee Ming, the previous Chief Executive Officer ofthe Company (the “Purchaser”), pursuant to which the Company sold to the Purchaser all issued and outstanding sharesof Aelora Sdn Bhd (“ASB” and formerly known as Vitaxel Sdn Bhd) and Vitaxel Online Mall Sdn Bhd (“Vionmall”,and together with ASB, the “Former Subsidiaries”). The Company sold the Former Subsidiaries for an aggregate purchaseprice of RM4,500,002 (the “Purchase Price”), with RM4,500,000 allocated for the purchase price of ASB and RM2 forthe purchase of Vionmall. The Purchase Price was paid by the Purchaser’s assumption of a certain amount of intercompanydebt owed by the Company to ASB. Pursuant to the terms of the agreement, the Company and ASB assigned, and the Purchaser’sassumed, that portion of intercompany debt equal to the Purchase Price and in full satisfaction of the Purchase Price. Followingthe completion of the disposal of the Former Subsidiaries to the Purchaser on the same day, ASB and Vionmall ceased to be thesubsidiaries of the Company as of December 30, 2022.

OnOctober 11, 2023, we entered into an Asset Conveyance Agreement (the “Purchase Agreement”) with CICO Digital SolutionsLimited, a British Columbia company (“CICO” and a related party company that has a common control by a major shareholderof the Company). The Purchase Agreement provided for the acquisition by the Company of substantially all of the assets of CICO(the “Assets”) related to CICO’s business of providing a service platform and software application for paymentservices from CICO. As consideration for the transfer and sale of the Assets, the Company issued CICO 10,000,000 restricted sharesof common stock of the Company, par value $0.01 per share, as adjusted for the 1-for-10 reverse split (the “Shares”).

OnDecember 27, 2023, the Company and CICO mutually and voluntarily agreed to unwind the transaction contemplated by the PurchaseAgreement. Upon termination, each of the parties to the Purchase Agreement were relieved of their respective rights, liabilities,expenses and other obligations under the Purchase Agreement. In connection therewith, CICO transferred the Shares back to theCompany for cancellation upon receipt. The Shares were cancelled and removed from the Company’s issued and outstanding sharesof common stock on January 30, 2024.

Thediagram below illustrates our current corporate structure:

RiskFactor Summary

Ourbusiness is subject to a number of risks of which you should be aware before making an investment decision. You should carefullyconsider all of the information set forth in this prospectus and, in particular, should evaluate the specific factors set forthunder “Risk Factors” in deciding whether to invest in our securities. Among these important risks are the following:

RisksRelated to Our Business and Industry

RisksRelated to Our Intellectual Property

RisksRelated to Regulation

RisksRelated to Our Common Stock and This Offering

ProposedChanges to Our Capital Structure

Weplan to effect a 1-for-10 reverse split of our outstanding shares of common stock prior to the date of this prospectus. No fractionalshares will be issued in connection with the reverse stock split and all such fractional interests will be rounded up to the nearestwhole number of shares of common stock. The conversion and/or exercise prices of our issued and outstanding convertible securities,including shares issuable upon exercise of outstanding stock options and warrants, and conversion of our outstanding convertiblenotes will be adjusted accordingly. All information presented in this prospectus assumes the 1-for-10 reverse split of our outstandingshares of common stock, and unless otherwise indicated, all such amounts and corresponding conversion price and/or exercise pricedata set forth in this prospectus have been adjusted to give effect to the assumed reverse stock split.

Implicationsof Being a Smaller Reporting Company

Weare a “smaller reporting company” as defined in the Securities Exchange Act of 1934 as amended (the “ExchangeAct”). We may continue to be a smaller reporting company so long as either (i) the market value of our common stock heldby non-affiliates is less than $250 million measured on the last business day of our second fiscal quarter or (ii) our annualrevenue was less than $100 million during the most recently completed fiscal year and the market value of our common stock heldby non-affiliates is less than $700 million measured on the last business day of our second fiscal quarter. Specifically, as asmaller reporting company, we may choose to present only the two most recent fiscal years of audited financial statements in ourAnnual Report on Form 10-K and have reduced disclosure obligations regarding executive compensation, and, similar to emerginggrowth companies, if we are a smaller reporting company under the requirements of (ii) above, we would not be required to obtainan attestation report on internal control over financial reporting issued by our independent registered public accounting firm.

CorporateInformation

Ourprincipal executive office is located at M Floor & 1st Floor, No. 33, Jalan Maharajalela, 50150, Kuala Lumpur, Malaysia,and our telephone number is +603 9226 0908.

Ourwebsite is www.fintechcashier.com. Information provided on, or accessible through, our website, however, is not part ofthis prospectus and is not incorporated herein by reference.

THEOFFERING

Exceptas otherwise indicated herein, all information in this prospectus reflects or assumes:

SUMMARYHISTORICAL CONSOLIDATED FINANCIAL DATA

Thefollowing tables summarize consolidated financial data for the periods indicated. We have derived the consolidated statement ofoperations data for the years ended December 31, 2023, and 2022. Our historical results are not necessarily indicative of theresults that may be expected in the future. The following summary of financial data should be read with “Management’sDiscussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements andrelated notes and other information included elsewhere in this prospectus.

ConsolidatedStatement of Operations Data:

ConsolidatedBalance Sheet Data:

(1)On an as adjusted basis giving effect to the sale by us of ________ shares of common stock at an assumed public offering priceof $_____ per share in this offering (based on the last reported sale price of $____ per share of our common stock as reportedon the OTC Pink Market on ___, 2024) after deducting the estimated underwriting discounts and commissions and estimated offeringexpenses payable by us in connection with this offering.

RISKFACTORS

Investingin our securities involves a high degree of risk. You should carefully consider the risks and information below and elsewherein this prospectus, including our consolidated financial statements and the related notes thereto, before making an investmentdecision. We describe risks below that we currently believe are the material risks of our business, our industry and our securities.These are not the only risks we face. We are subject to risks that are currently unknown to us, or that we may currently believeare remote or immaterial. If any of these risks or events occurs, our business, financial condition and operating results couldbe harmed. In that case, the trading price of our securities could decline, and you might lose all or part of your investmentin our securities.

RisksRelated to Our Business and Industry

Wehave a limited operating history with financial results that may not be indicative of future performance, and our revenue growthrate is likely to slow down as our business matures.

Asa result of our limited operating history, we have limited financial data that can be used to evaluate our current business, andsuch data may not be indicative of future performance. In particular, we have experienced periods of high revenue growth sincewe began selling our products and services, and we do not expect to be able to maintain the same rate of revenue growth as ourbusiness matures. In addition, estimates of future revenue growth are subject to many risks and uncertainties, and our futurerevenue may be materially lower than projected.

Wehave encountered, and expect to continue to encounter, risks and difficulties frequently experienced by growing companies, includingchallenges in financial forecasting accuracy, hiring of experienced personnel, hiring of technology employees, determining appropriateinvestments, developing new products and features, assessing legal and regulatory risks, among others. Any evaluation of our businessand prospects should be considered in light of our limited operating history, and the risks and uncertainties inherent in investingin early-stage companies.

Impairmentof goodwill may adversely impact future results of operations.

Accountingstandards require that we account for acquisitions using a method that could result in goodwill. If the purchase price of theacquired assets exceeds the fair value of the acquired net assets, the excess will be included in our Statement of Financial Conditionas goodwill. We have a significant goodwill balance, and in accordance with GAAP, we evaluate it for impairment at least annuallyand more often if events or circumstances indicate the possibility of impairment. Evaluations may be based on many factors, someof which are the price of our common stock, discounted cash flow projections and data from comparable market acquisitions. A significantand sustained decline in our stock price and market capitalization, a significant decline in our expected future cash flows, asignificant adverse change in the business climate or slower growth rates could result in impairment of our goodwill. Future evaluationsof goodwill may result in the impairment and write-down of our goodwill balance which could have a material adverse impact onour earnings and adversely affect our operating results.

Ourindependent auditors have issued an audit opinion for our company, which includes a statement in the critical audit matters, describingthe impairment of goodwill and its financial implications.

Intheir audit report included in this prospectus, our auditors expressed any further goodwill impairment will cause a significantadverse financial impact on the Company. Furthermore, the Company generate losses for the year 2023 and the Company cannot guaranteethat it will generate profits in the future. The impact of the goodwill impairment and the losses generated by the Company couldraise substantial doubt about the Company’s ability to continue as a going concern and this may significantly affect thestock price of the Company

Ifwe cannot keep pace with rapid developments and changes in our industry and continue to acquire new merchants and partners rapidly,the use of our services could decline, reducing our revenue.

Theelectronic payments market in which we compete is subject to rapid and significant changes. This market is characterized by rapidtechnological change, new product and service introductions, evolving industry standards, changing client needs, consolidationand the entrance of non-traditional competitors. In order to remain competitive and continue to acquire new merchants and partnersrapidly, we are continually involved in a number of projects to develop new services and improve our existing services. Theseprojects may not be successful and carry some risks, such as cost overruns, delays in delivery, performance problems and lackof client adoption, and may cause us to become subject to additional regulation. Moreover, the merchant base that we target isvaried and non-geographically bound or restricted by scale, making it more challenging to predict demand for our offerings. Anyinability to develop or delay in the delivery of new services or the failure to differentiate our services or to accurately predictand address market demand could render our services less desirable, or even obsolete, to our clients. In addition, many currentor prospective customers may find competing services more attractive if we do not keep pace with market innovation, and many maychoose to switch to competing services even if we do our best to innovate and provide superior services.

Werely in part, and may in the future rely in part, on third parties, including some of our competitors and potential competitors,for the development of and access to new technologies. If we are unable to maintain these relationships, we may lose access tonew technologies or may not have the speed-to-market necessary to launch new offerings successfully.

Ourfuture success will depend on our ability to adapt to technological changes and evolving industry standards. We cannot predictthe effects of technological changes on our business. If we are unable to adapt to technological changes or evolving industrystandards on a timely and cost-effective basis by introducing new services and improving existing services, our business, financialcondition, and results of operations could be materially adversely affected.

Substantialand increasing competition, both within our industry and from other payment methods, and disintermediation from other participantsin the payment chain may harm our business.

Themarket for payment processing services is highly competitive. Other providers of payment processing services have establisheda sizable market share in the merchant acquiring sector. Our growth will depend on a combination of the continued growth of electronicpayments and our ability to increase our market share.

Ourcompetitors include traditional merchant acquirers such as financial institutions, affiliates of financial institutions and globalpayment providers, as well as local payment providers. These competitors and other industry participants may develop productsand services that compete with or replace our value-added products and services, including products and services that enable paymentnetworks and banks to transact with consumers directly.

Manyof our competitors, particularly those affiliated with large financial institutions, also have substantially greater financial,technological, operational, and marketing resources than we have. Accordingly, these competitors may be able to offer their productsand services at more competitive prices. As a result, we may need to reduce our fees or otherwise modify the terms of use of ourproducts and services to retain existing clients and attract new ones. If we are required to materially reduce our fees to remaincompetitive, we will need to aggressively control our costs to maintain our profit margins, and our revenue may be adversely affected.Our risk management team monitors our client relationships and we have at times terminated, and may continue to terminate, clientrelationships that may no longer be profitable to us due to such pricing pressure. Moreover, our competitors may have the abilityto devote significantly more financial and operational resources than we can to the development of new products, services or newtechnologies or to acquire other companies or technology so that they can provide improved operating functionality and featuresto their existing service offerings. If successful, their efforts in this regard could render our products or services less desirableto clients, resulting in the loss of existing clients, an inability to obtain new clients, or a reduction in the fees we couldgenerate from our offerings.

Anyof the foregoing could have a material adverse effect on our business, financial condition and results of operations.

Inaddition, we are currently facing new competitive pressure from non-traditional payment processors and other parties enteringthe payments industry, which may compete in one or more of the functions performed in processing merchant transactions. Thesecompetitors have significant financial resources and robust networks and are highly regarded by consumers. If these competitorsgain a greater share of total electronic payments transactions, or if we are unable to successfully react to changes in the industryspurred by the entry of these new market participants, then it could have a material adverse effect on our business, financialcondition and results of operations.

Interruptionor failure of our information technology and communications systems could impair our operations, which could also damage our reputationand harm our results of operations.

Oursuccess and ability to process payments and provide high quality client service depend on the efficient and uninterrupted operationof our computer and information technology systems, as our merchant customers expect a consistent level of quality in providingour services. Any failure of our computer systems and information technology to operate effectively or to integrate with othersystems, performance inadequacy or breach in security may cause interruptions in the availability of our sites, delays in paymentprocessing and reduced efficiency of our operations. Factors that could occur and significantly disrupt our operations includesystem failures and outages caused by fire, floods, earthquakes, power loss, telecommunications failures, sabotage, vandalism,terrorist attacks and similar events, software errors, computer viruses, worms, physical or electronic break-ins and similar disruptionsfrom unauthorized tampering with our computer systems and payments platform. While we have certain backup systems and basic recoveryplans for certain aspects of our operations and business processes, we do not have full redundancy in our infrastructure and ourplanning does not account for all possible scenarios, and requires further development, review and updates. Any disruptions orservice interruptions that affect our systems could damage our reputation, require us to spend significant capital and other resourcesand expose us to a risk of loss or litigation and possible liability. Certain of our agreements with third-party service providersdo not require those providers to indemnify us for losses resulting from any disruption in service. Furthermore, certain criticalprocesses, such as hosting, cloud and other IT related services, rely on single vendors or components without built-in redundancy.Accordingly, we are exposed to potential single point of failure issues that could lead to service interruptions. Any such disruptionscould materially adversely affect our results of operations.

Inaddition, our platform and internal systems rely on software developed by us or third parties that is highly technical and complex,and depend on the ability of such software to store, retrieve, process and manage large amounts of data. The software on whichwe rely has contained, and may now or in the future contain, undetected programming errors or flaws. Some errors may only be discoveredafter the code has been released for external or internal use. Errors or other design defects within the software on which werely may result in a negative experience for companies or end users using any elements of our platform, disruptions to the operationsof our merchants, errors, or compromise our ability to support effective user service and user engagement or make us susceptibleto cybersecurity breaches and attacks, or delay introductions of new features or enhancements. Any errors, bugs or defects discoveredin the software on which we rely could result in harm to our reputation and loss of users, which could adversely affect our business,results of operations and financial conditions.

Cybersecurityrisks, including cyber-attacks, data breaches, and system vulnerabilities could adversely affect our business and disrupt ouroperations.

Werely heavily on our platform and internal systems rely on software developed by us or third parties for the effective operationof our business. We routinely collect, receive, process, and store personal information and sensitive data via our informationtechnology systems, including intellectual property and other proprietary information about our business and that of our customers,employees, suppliers, business partners, and others. These information technology systems are subject to damage or interruptionfrom a number of potential sources, including, but not limited to, natural disasters, destructive or inadequate code, malware,bugs, viruses, system vulnerabilities, power failures, phishing attacks, denial-of-service attacks, cyber-attacks, internalnegligence, malfeasance, or other events.

Cyber-attacksare increasing in number and sophistication, are well-financed, in some cases supported by state actors, and are designed to notonly attack, but also to evade detection. Since the techniques used to obtain unauthorized access to systems and data, or to otherwisesabotage them, change frequently and are often not recognized until launched against a target, we may be unable to anticipatethese techniques or to implement adequate preventative measures. Accidental or willful security breaches or other unauthorizedaccess to our information technology systems or the systems of our third-party service providers, or the existence of computerviruses, malware (such as ransomware), or vulnerabilities in our or their data or software could expose us to a risk of informationloss, business disruption, or misappropriation of proprietary and confidential information, including information relating toour products or customers or the personal information of our employees or third parties. Despite our internal controls and investmentin security measures, we have in the past, and may again in the future, be subject to cyber-attacks or unauthorized network intrusions.These events, should they occur, could disrupt our business and result in, among other things, unfavorable publicity, damage toour reputation, loss of our trade secrets and other competitive information, litigation by affected parties and possible financialobligations for liabilities and damages related to the theft or misuse of such information, significant remediation costs, disruptionof key business operations, and significant diversion of our resources, as well as fines and other sanctions resulting from anyrelated breaches of data privacy laws and regulations, any of which could have a material adverse effect on our business, profitability,and financial condition.

Inaddition, despite our internal controls and processes, malicious code, and cybersecurity vulnerabilities in our products and servicesmay expose our customers to cyberattacks and other security risks, which may result in claims, regulatory action, or reputationaldamage. While we may be entitled to damages if an adverse event arises from our third-party service providers’ failure toperform under their agreements with us, any award may be insufficient to cover the actual costs incurred by us and, as a resultof a service provider’s failure to perform, we may be unable to collect any damages. Although to date no such cyber securityincidents have had a material adverse impact on our business, we cannot guarantee that future incidents or breaches will not havea materially adverse impact on our business.

Wemay in the future incur significant costs in order to implement, maintain, and/or update security systems that are designed toprotect our information technology systems and the design of our products and services, and we may miscalculate the level of investmentnecessary to protect our systems adequately. Since the techniques used to obtain unauthorized access or to sabotage systems changefrequently and are often not recognized until launched against a target, we may be unable to anticipate these techniques or toimplement adequate preventive measures.

Tothe extent that any system failure, known or unknown vulnerability, incident or security breach results in material disruptionsor interruptions to our operations or the theft, loss, unauthorized access or disclosure of, or damage to our data (includingpersonal information) or confidential information, including our intellectual property, or exposes our customers to cybersecuritythreats and attacks, our reputation, business, results of operations, and/or financial condition could be materially adverselyaffected.

Ourreliance on the platform and internal systems from third parties may adversely affect our business operations and financial results.

Theuse of the third-party software and reliance on third-party platform services may adversely affect our business operations andfinancial results. For example, we are dependent on our relationship with a third-party platform provider to provide us with aplatform that facilitates transactions across various payment options, acquiring processors, and jurisdictions, and also facilitatesuser management services from onboarding to monitoring transactions and customer data. If the platform is unavailable or our usersare unable to proceed with transactions through the platform within a reasonable amount of time or at all, our business couldbe harmed.

Ifwe experience an interruption in platform for any reason, our services would similarly be interrupted. An interruption in ourservices to our customers could cause our customers unable to process the payment, which could have a material adverse effecton our business, operations, financial results, customer relationships, and reputation.

Ifwe cannot retain our key personnel, our business, financial condition and results of operations may be adversely affected.

Weare dependent upon the ability and experience of our senior leadership, including the President of our Fintech subsidiary, whohave substantial experience with our operations, the rapidly changing payment processing industry, and emerging markets. It ispossible that the loss of the services of one or a combination of our senior executives or key managers, including key executiveofficers, could have a material adverse effect on our business, financial condition, and results of operations.

Ina dynamic industry like ours, the ability to attract, recruit, develop and retain qualified employees is critical to our successand growth. If we are not able to do so, our business and prospects may be materially and adversely affected.

Ourbusiness functions at the intersection of rapidly changing technological, social, economic and regulatory developments that requirea wide-ranging set of expertise and intellectual capital. In order for us to successfully compete and grow, we must attract, recruit,develop and retain the necessary personnel who can provide the needed expertise across the entire spectrum of our intellectualcapital needs. In addition, we must also develop our personnel to provide succession plans capable of maintaining continuity inthe midst of the inevitable unpredictability of human capital. However, the market for qualified personnel is competitive, andwe may not succeed in recruiting additional personnel or may fail to effectively replace current personnel who depart with qualifiedor effective successors, particularly in the technology business. We must continue to hire additional personnel to execute ourstrategic plans. Our effort to retain and develop personnel may also result in significant additional expenses, including optiongrants, which could adversely affect our profitability. We cannot make any assurances that qualified employees will continue tobe employed or that we will be able to attract and retain qualified personnel in the future. Failure to retain or attract keypersonnel could have a material adverse effect on our business, financial condition, and results of operations.

Weare subject to economic and political risk, the business cycles and credit risk of our clients and volatility in the overall levelof consumer, business and government spending.

Theelectronic payments industry depends heavily on the overall level of consumer, business and government spending. This spendingdepends on worldwide economic and geopolitical conditions. Key international economies have experienced cyclical downturns fromtime to time in which economic activity was impacted by falling supply or demand for a variety of goods and services, restrictedcredit, poor liquidity, reduced corporate profitability, inflation, volatility in credit, equity and foreign exchange markets,bankruptcies, pandemics such as COVID-19, and overall economic uncertainty. We are exposed to general economic conditions thataffect consumer confidence, consumer spending, consumer discretionary income or changes in consumer purchasing habits. The currentdeterioration in general economic conditions both in the United States and abroad, including conditions resulting from changesin gross domestic product growth, financial and credit market fluctuations, inflation and efforts to control further inflation,including rising interest rates, bank failures, international trade relations, political turmoil, including the conflict in Israeland the surrounding area and the ongoing conflict between Russia and Ukraine, potential U.S. federal government shutdowns, naturalcatastrophes, warfare, and terrorist attacks may adversely affect consumer spending, consumer debt levels and credit and debitcard usage, and as a result, adversely affect our financial performance by reducing the number or average purchase amount of transactionsmade using electronic payments. If our customers make fewer sales of their products and services using electronic payments orpeople spend less money per transaction, we will have fewer transactions to process and lower overall volume, resulting in lowerrevenue.

Wemay not realize the expected benefits of our recent acquisitions because of integration difficulties and other challenges.

Thesuccess of our recent share exchanges will depend, in part, on our ability to realize the anticipated revenue, cost-savings, tax,collaboration and other synergies from integrating our two recent acquisitions with our existing business. The integration processmay be complex, costly, and time-consuming. The difficulties of integrating the operations could include, among others:

Wemay not accomplish the integration smoothly, successfully, or within the anticipated costs or time frame. The diversion of theattention of management from our current operations to the integration effort and any difficulties encountered in combining operationscould prevent us from realizing the full benefits anticipated to result from the share exchanges and could adversely affect ourbusiness. In addition, the integration efforts could divert the focus and resources of the management of the Company from otherstrategic opportunities and operational matters during the integration process.

Ifwe fail to raise additional capital, our ability to implement our business model and strategy could be compromised.

Wehave limited capital resources and operations. From time to time, we may seek additional financing to provide the capital requiredto expand the production of our business operation and development initiatives and/or working capital, as well as to repay outstandingloans if cash flow from operations is insufficient to do so. We cannot predict with certainty the timing or amount of anysuch capital requirements.

Ifwe do not raise sufficient capital to fund our ongoing development activities, it is likely that we will be unable to carry outour business plans. We may not be able to obtain additional financing on terms acceptable, or at all. Even if we obtain financingfor near term operations, we may require additional capital beyond the near term. If we are unable to raise capital when needed,our business, financial condition and results of operations would be materially adversely affected, and we could be forced toreduce or discontinue our operations.

Thefinancial technology industry in which we operate is characterized by rapid technological changes, new product introductions,evolving industry standards and changing customer needs.

Weare a relatively new company in the financial technology industry, and we compete with many established centralized and decentralizedcompanies with greater financial and other resources. The industry continues to grow as a result of wider merchant acceptance,advances in payment solutions and digital processing technology, and migration to e-commerce, omnichannel and contactless paymentsolutions. The increase of credit and debit cards, as well as other digital payment solutions, has made the acceptance of digitalpayments a necessity for many businesses, regardless of size, in order to remain competitive. The COVID-19 pandemic has furtheraccelerated the use of digital payments, the need for the development of technologies and digital-based solutions and expansionof e-commerce, omnichannel and contactless payment solutions. To remain competitive in this industry with constantly evolvingstandards, we need to develop new platforms, e-commerce services and other new products. Such projects carry the risks associatedwith any development effort, including cost overruns, delays in delivery and performance problems. In the payment solution technologymarkets, these risks are even more acute. Any delay in the delivery of new services or the failure to differentiate services couldrender our services less desirable to our clients. In addition, since the payment solution services provided by us are designedto process complex transactions at high volumes and processing speed and deliver reports and other information on those transactions,any failure to deliver an effective and secure product or any performance issue that arises with a new product or service couldresult in significant processing or reporting errors or other losses. As a result of these factors, our development efforts couldresult in higher costs that could reduce our earnings in addition to a loss of revenues if new services are not delivered timelyto our customers or do not perform as anticipated. If we are not able to respond to our competitors effectively, our business,operating results, and financial condition may be adversely affected.

Wemay experience software defects, undetected errors, and development delays, which could damage client relations, decrease ourpotential profitability and expose us to liability.

Wedepend on the efficient and uninterrupted operation of our computer systems, software, telecommunications networks, as well asthe systems and services of third parties. The services provided by us are based on software and computing systems that may oftenencounter development delays, and the underlying software may contain undetected errors, viruses or defects. Defects in thesesoftware services and errors or delays in the processing of digital transactions could result in additional development costs,diversion of technical and other resources from other development efforts, loss of credibility with current or potential clients,may harm our reputation and expose it to liability claims. A system outage or data loss in these services could have a materialadverse effect on the business, financial condition, results of operations and cash flows. In addition, we rely on technologiesand software supplied by third parties that may also contain undetected errors, viruses or defects that could have a materialadverse effect on our business, financial condition, results of operations and cash flows.

Failureto deal effectively with various types of fraud could materially adversely affect our reputation and our business, results ofoperations and financial condition, and could severely diminish merchant confidence in our services.

Variousthird parties and internal parties may engage in a variety of fraudulent activity against us using our platform, the componentsof our platform, or our alternative payment methods, or APM. For example, a party may knowingly use a stolen or counterfeit credit,debit or prepaid card, card number, or other credentials to record a false sales transaction or process an invalid card. A merchantrepresentative, agent or FinTech employee could submit changes in bank account details, thereby resulting in a settlement of fundsto inappropriate persons. Bank employees could engage in fraud in respect of our bank accounts and make illicit withdrawals ofour funds or our clients’ funds, or third parties could impersonate our employees or our clients to gain access to our bankaccounts. Alternatively, our employees could knowingly process unauthorized changes to bank account details or provide or changesuch details after falling victim to scamming attempts (such as phishing emails or a fraudulent call posing as FinTech management,requesting an unauthorized payment of funds or access to information systems), which could also result in a settlement of fundsto inappropriate persons. Moreover, our internal controls may not be sufficient to prevent such actions, especially given ourrapid growth across a variety of jurisdictions.

Criminalsare using increasingly sophisticated methods to engage in illegal fraudulent activities. We also face risks and increasingly receivecomplaints from buyers and sellers who may not have received the goods, or have not received the goods that were advertised, thatthey had contracted to purchase or payment for the goods that a buyer had contracted to purchase that was paid for using our platform,including as a result of merchant fraud or user fraud, which may subject us to reputational damage and adversely affect our brandand business. In addition, in some of the jurisdictions where we operate, regulatory authorities or courts may freeze or blockaccess to our accounts in response to consumer complaints, which may have a material adverse effect on our business and financialcondition.

Itis possible that incidents of fraud could increase in the future, and our failure to catch such incidents may result in sanctionsand/or fines from regulators, lawsuits, contract disputes with counterparties or merchants, and a decline in our reputation. Wehave taken measures to detect and reduce the risk of these types of fraud, but such measures must be continually improved andmay not be effective against new and continually evolving forms of fraud or in connection with new services offerings. If ourfraud prevention measures do not succeed, our business, reputation, brands, financial condition and results of operations couldbe materially adversely affected.

Ourcontrols and procedures may fail or be circumvented, our risk management policies and procedures may be inadequate, and operationalrisks could adversely affect our consolidated results of operations.

Wehave a limited operating history and are developing various controls, procedures, policies and systems to monitor and manage risk.We cannot provide assurance that those controls, procedures, policies and systems are or will be adequate to identify and manageinternal and external risks, including risks related to service providers, in our various businesses. We believe that any internalcontrols and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance thatthe objectives of the control system are met. These inherent limitations include the realities that judgments in decision-makingcan be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented bythe individual rogue acts of some persons, including our employees, by collusion of two or more people or by an unauthorized overrideof the controls. Accordingly, because of the inherent limitations in our control system, violations of our controls, procedures,policies and systems and misstatements due to error or fraud may occur and not be detected.

Forexample, failure to comply with the various foreign exchange regulations could result in liability under applicable law for circumventingapplicable foreign exchange restrictions, procedures or governmental requirements. In addition, assessing the regulatory landscapefor offering new products and services or expanding into new jurisdictions is complex, and we may not accurately assess the regulatoryrequirements or develop the necessary controls and procedures applicable to new products or services that we offer or that maybe applicable to new jurisdictions where we seek to operate. As a result, our business operations and/or our ability to distributeprofits could be materially and adversely affected. Furthermore, as foreign exchange regulations, especially in emerging markets,are still relatively new and their interpretation and implementation has been constantly evolving, it is unclear how these regulations,and any future regulation concerning offshore or cross-border transactions, will be interpreted, amended and implemented by therelevant government authorities.

Therisk of individuals, either employees or contractors, engaging in harmful or misleading conduct, whether unintentional or intentional,such as consciously circumventing established control mechanisms to perform unauthorized or illegal transactions or otherwiseexceed transaction limitations and restrictions, committing fraud or improperly selling products or services to clients, is particularlychallenging to manage through a control framework. In addition, we are subject to increased resiliency risk, requiring continuousreinvestment, enhancement and improvement in and of our information technology and operational infrastructure, controls and personnelwhich may not be effectively or timely deployed or integrated. Moreover, the financial and reputational impact of control or conductfailures can be significant. Persistent or repeated issues with respect to controls, information technology and operational resiliencyor individual conduct have raised and may in the future raise concerns among regulators regarding our culture, governance andcontrol environment. There can be no assurance that our efforts to address such risks will be effective. While we seek to contractuallylimit our financial exposure to operational risk, the degree of protection that we are able to achieve varies, and our potentialexposure may be greater than the revenue we anticipate that we will earn from servicing our merchants.

Internalcontrol policies and procedures and employee training and compliance programs that we have implemented to deter prohibited practicesmay not be effective in prohibiting our and our affiliates’ directors, employees, contractors or agents from violating orcircumventing our policies and the law. If we or our affiliates, or either of our respective directors, employees or agents failto comply with applicable laws or policies governing our operations, we may face investigations, prosecutions and other legalproceedings and actions, which could result in civil penalties, administrative remedies and criminal sanctions. Any such governmentinvestigations, prosecutions or other legal proceedings or actions could adversely affect our business, performance, prospects,value, financial condition, and results of operations 

Wecompete with companies that have various competitive advantages.

Manyinnovative start-up companies and larger companies have made, and continue to make, significant investments in research and development,and we expect these companies to continue to develop similar or superior products and technologies that may compete with our productsand services. We compete with many companies that have and expected to have various competitive advantages over us, such as:

Ifwe are unable to compete successfully, or if competing successfully requires it to take costly actions in response to the actionsof our competitors, our business, operating results, and financial condition could be adversely affected.

Anyfactors that reduce cross-border trade in goods or services or make such trade more difficult could harm our business.

Cross-bordertrade of goods and/or services (i.e., transactions where the merchant and consumer are in different countries) is an importantsource of our revenues and profits. Cross-border transactions generally provide higher revenues and operating income than similartransactions that take place within a single country or market.

Cross-bordertrade may be negatively impacted by various factors, including regional or international tensions, trade wars or internationalconflicts of any kind, foreign currency exchange rate fluctuations, and the interpretation and application of laws of multiplejurisdictions in the context of cross-border trade and foreign exchange. Moreover, governmental authorities in certain countriesmay decide to block some or all of our merchants, which could significantly disrupt our operations in such countries. Any factorsthat increase the costs of cross-border trade for us, our customers or their end users or that restrict, delay, or make cross-bordertrade more difficult or impractical, such as trade policy or higher tariffs, could reduce our cross-border transactions and volume,negatively impact our revenues and profits, and harm our business.

RisksRelated to Our Intellectual Property

Ifwe are unable to successfully obtain, maintain, protect, enforce, or otherwise manage our intellectual property and proprietaryrights, we may incur significant expenses, and our business may be adversely affected.

Oursuccess depends in part, and we place considerable emphasis, on obtaining, maintaining, protecting and enforcing relevant intellectualproperty and proprietary rights, which may include patent, design, utility model, trademark, copyright and trade secret protection,as well as regulatory exclusivity periods and confidentiality agreements (collectively, “IP Rights”). We cannot besure that our means of obtaining, maintaining and enforcing our IP Rights in the United States or abroad will be adequate to protectsuch rights against infringement, misappropriation or other violation. We may not receive protection for pending or future applicationsrelating to IP Rights owned by or licensed to us, and the scope of protection granted under any issued or registered IP Rightsmay not be sufficiently broad to protect our technology, products, services, systems, brands, trademarks or information. Also,because of the rapid pace of technological change in our industry, aspects of our business and our products and services relyon technologies developed or licensed by third parties, and we may not be able to obtain or continue to obtain licenses and technologiesfrom these third parties on reasonable terms or at all. Moreover, the laws of certain jurisdictions, including emerging countries,do not protect IP Rights to the same extent as the laws of the United States. If we cannot adequately obtain, maintain, protector enforce our IP Rights, third parties may be able to compete more successfully against us and develop and commercialize substantiallyidentical products, services or technologies, which could have a material adverse effect on our business, financial conditionor results of operations.

Thirdparties may challenge, invalidate, circumvent, infringe or misappropriate our IP Rights, and such IP Rights may be lost or nolonger sufficient to permit us to take advantage of current market trends or to otherwise provide competitive advantages, whichcould result in costly redesign efforts, discontinuance of certain service offerings or other competitive harm. Others, includingour competitors, may independently develop similar technology, duplicate our products and services or design around our IP Rights,and in such cases, we could not assert our IP Rights against such parties. Moreover, third parties may infringe, misappropriateor otherwise violate IP Rights owned or licensed by us and we may assert claims against such third parties to enforce, or determinethe scope and enforceability of, our IP Rights, which could result in lengthy litigation or other proceedings and could causea diversion of resources and may not prove successful. Such third parties could also counterclaim that any IP Rights we assertare invalid or unenforceable and if such counterclaims are successful, we could lose valuable IP Rights.

Werely heavily on trade secrets and proprietary know-how to protect our products, services and technology and their developmentand commercialization, and rely in part on confidentiality agreements with suppliers and other partners, employees, independentcontractors and consultants. However, we cannot guarantee that we have entered into such agreements with each party that has ormay have had access to our trade secrets. Moreover, these agreements may be breached, and we may not have or be able to enforceadequate remedies for any such breach. There is also no guarantee that these agreements or other precautions will provide sufficientprotection against any unauthorized access, use or misuse, misappropriation, counterfeiting, cloning, reverse engineering or disclosureof any of our trade secrets, proprietary know-how and any other information or technology. Trade secrets can be difficult to protectand some courts inside and outside of the United States are unwilling or less willing to protect trade secrets as compared toother forms of intellectual property. Defending against unauthorized access, use or misuse, misappropriation, counterfeiting,cloning, reverse engineering or disclosure of our technology, trade secrets, proprietary know-how and other IP Rights and technologymay result in lengthy and expensive litigation or other proceedings with uncertain outcomes and cause significant disruption toour business and operations. If we are unable to obtain, maintain, protect or effectively enforce our IP Rights, it could impactthe development, manufacture and commercialization of our products, services and solutions and have a material adverse effecton our business, financial condition or results of operations.

Claimsby others that we have infringed their proprietary technology or other IP Rights could harm our business.

Oursuccess depends, in part, on our ability to develop and commercialize our services and technologies without infringing, misappropriatingor otherwise violating the IP Rights of third parties. However, we may not be aware that our products, services, solutions ortechnologies are infringing, misappropriating or otherwise violating third-party IP Rights, and such third parties may bring claimsalleging such infringement, misappropriation or violation. Third parties may have issued, or may eventually issue, patents thatcould be infringed by our services or technology. Any of these third parties could make a claim of infringement against us withrespect to our services or technology. We may also be subject to claims by third parties for breach of copyright, trademark, licenseusage or other IP Rights. When any such claims are asserted against us, we may seek to license the third party’s IP Rights,which could be expensive. We may be unable to obtain the necessary licenses on satisfactory terms, if at all. Any claim from thirdparties may result in a limitation on our ability to use the intellectual property subject to these claims or could prevent usfrom registering our brands as trademarks. Even if we believe that intellectual property-related claims are without merit, defendingagainst such claims is time-consuming and expensive, and could result in the diversion of the time and attention of our managementand employees. Claims of intellectual property infringement also might require us to redesign affected services, enter into costlysettlement or license agreements, pay costly damage awards, change our brands or face a temporary or permanent injunction prohibitingus from importing, marketing, selling or operating certain of our services, using certain of our brands or operating our businessas presently conducted. Even if we have an agreement for indemnification against such costs, the indemnifying party, if any insuch circumstances, may be unable to uphold our contractual obligations.

Wemay be subject to adverse publicity or reputational harm, even if claims against us are later shown to be unfounded or unsubstantiated.Moreover, there could be public announcements of the results of hearings, motions or other interim proceedings or developmentsand if securities analysts or investors perceive these results to be negative, it could have an adverse effect on the price ofour common stock. The award of damages, including material royalty payments, or the entry of an injunction against the manufacture,import, marketing, sale or operation of some or all of our products or services, or our entry into any license or settlement agreementin connection with such claims could affect our ability to compete with third parties and have a material adverse effect on ourbusiness, financial condition and results of operations.

Ifwe are unable to obtain or fail to comply with the required licenses to operate our business or experience disputes with licensorsor disruptions to our business relationships with our licensors, we could lose license rights that are important to our business.

Wehave entered into license agreements with third parties and may need to obtain additional licenses from our existing licensorsand others to advance or allow commercialization of our solutions. It is possible that we may be unable to obtain any additionallicenses at a reasonable cost or on reasonable terms, if at all. In that event, we may be required to expend significant timeand resources to redesign our solutions or to develop or license replacement technology, all of which may not be feasible on atechnical or commercial basis. If we are unable to do so, we may be unable to develop or commercialize the affected solutions,which could disrupt and adversely affect our business.

Disputesmay arise regarding intellectual property, including software and data, that is subject to a licensing agreement, including thescope of rights granted under the license agreement and other interpretation-related issues. In addition, the agreements underwhich we currently license intellectual property or technology from third parties are complex, and certain provisions in suchagreements may be susceptible to multiple interpretations. The resolution of any contract interpretation disagreement that mayarise could narrow what we believe to be the scope of our rights to the relevant intellectual property or technology or increasewhat we believe to be our financial or other obligations under the relevant agreement. If these events were to occur, we may losethe right to continue to use and exploit such licensed intellectual property or technology in connection with our operations andsolutions, which could have a material adverse effect on our business, financial condition and results of operations.

Thirdparties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriatedtrade secrets.

Wemay also be subject to costly litigation in the event our services and technology infringe upon another party’s proprietaryrights. Third parties may have, or may eventually be issued, patents that could be infringed by our services or technology. Wemight employ individuals who were previously employed at other companies, including their competitors or potential competitors.Although we are trying to ensure that their employees and consultants do not use the proprietary information or know-how of othersin their work, it may be subject to claims that it or our employees, consultants or independent contractors have inadvertentlyor otherwise used or disclosed intellectual property, including trade secrets or other proprietary information, of a former employeror other third parties. Any of these third parties could make a claim of infringement against us with respect to our servicesor technology. We may also be subject to claims by third parties for breach of copyright, trademark or license usage rights. Litigationmay be necessary to defend against these claims. If we fail in defending any such claims, in addition to paying monetary damages,we may lose valuable intellectual property rights or personnel. Even if we are successful in defending against such claims, litigationcould result in substantial costs and be a distraction to our management and other employees.

RisksRelated to Regulation

Complexand enhanced regulatory oversight in the banking and financial services industry could adversely affect our operations or ourrelationships with our banking partners.

Thefinancial services and banking industry is subject to extensive regulation and oversight. In light of increased regulatory oversightin recent years, a number of banks are continually examining their business relationships, and certain major national and internationalbanks have already withdrawn from providing service to payments processing providers, especially in foreign exchange transactions.In certain markets, we rely on and may in the future rely on local, regional or global banks to process payments and conduct foreignexchange transactions in local currency, and we may not be able to obtain a license to directly operate in such markets in orderto reduce our reliance on such banks. Changes in foreign exchange controls could make it difficult for us to engage in foreignexchange transactions or local regulators enforcing such regulations may use their power to slow or halt payments from globalmerchants to banks in emerging markets and vice-versa or otherwise prohibit us from providing payment services in a country orfrom expanding our services to include additional products. In addition, banks may be reluctant to transact or to accept certaintransaction volumes due to different interpretations of the applicable foreign exchange, anti-money laundering and tax laws. Ifwe are not able to complete foreign exchange and other transactions with certain banks due to enhanced regulation or differentinterpretations of the legal framework, our business could be materially adversely affected.

Weare subject to chargeback and refund liability risk when our merchants refuse to or cannot reimburse chargebacks and refunds resolvedin favor of their customers. Any increase in chargebacks and refunds not paid by our merchants may adversely affect our business,financial condition or results of operations.

Weare currently, and will continue to be, exposed to certain risks associated with chargebacks and refunds in connection with paymentcard fraud or relating to the goods or services provided by our merchant customers. In the event that a billing dispute betweena cardholder and a merchant is not resolved in favor of the merchant, including in situations in which the merchant customer isengaged in fraud, the transaction is typically “charged back” to the merchant and the purchase price is credited orotherwise refunded to the cardholder. In certain circumstances where we are unable to collect chargeback or refunds from the merchant’saccount, or if the merchant refuses to or is unable to reimburse us for a chargeback or refunds due to closure, bankruptcy, orother reasons, we may bear the loss for the amounts paid to the cardholder. Our financial results would be adversely affectedto the extent these merchants do not fully reimburse us for the related chargebacks. In addition, our exposure to these potentiallosses from chargebacks increases to the extent that we have provided working capital solutions to such merchants, as the fullamount of the payment is provided up front rather than in installments. While most of our merchant agreements establish that thechargeback and refund liability risk is with the merchant, and would permit us to collect and retain reserves, we generally donot collect and maintain reserves from our merchants to cover these potential losses, and for customer relations purposes we sometimesdecline to seek reimbursement for certain chargebacks. If we are unable to maintain our losses from chargebacks at acceptablelevels, the payment network providers could fine us, increase our transaction fees, or terminate our ability to process paymentcards. Any increase in our transaction fees or liability for incorrect charges could damage our business, and if we were unableto accept payment cards, our business would be negatively affected.

Weare subject to costs and risks associated with new or changing laws and regulations and governmental action affecting our business.

Weoperate in a complex regulatory and legal environment and are subject to a wide variety of laws and regulations in the severaljurisdictions in which we operate. Some of the laws and regulations in jurisdictions in which we operate that affect or may affectus include: those relating to anti-money laundering and cross-border and domestic money transmission; those relating to consumerproducts, product liability and consumer protection; those relating to financial services; those relating to the manner in whichwe advertise, market and sell products; labor and employment laws, including wage and hour laws; tax laws or interpretations thereof;bank secrecy laws; data protection and privacy laws and regulations; and securities and exchange laws and regulations. The lawsand regulations specifically applicable to us may also change on the basis of a change in the nature of our products or services,or a change in the jurisdictions in which those products or services are being offered, including, but not limited to, as a resultof acquisitions. There can be no guarantee that we will have sufficient resources to comply with new laws, regulations or governmentaction, or to successfully compete in the context of a shifting regulatory environment. Moreover, these laws and regulations maychange, sometimes significantly, as a result of political, economic and social events. Our ability to comply with applicable lawsand rules is also largely dependent on the establishment and maintenance of compliance, review and reporting systems, as wellas the ability to attract and retain qualified compliance and other risk management personnel. We cannot provide any assurancethat our compliance policies and procedures will always be effective or that we will always be successful in monitoring or evaluatingour risks. In the case of alleged non-compliance with applicable laws or regulations or suspension or cancellation of a license,we could be subject to investigations and judicial or administrative proceedings that may result in substantial penalties or civillawsuits, including by customers, for damages, restitution or other remedies, which could be significant. Any of these outcomes,individually or together, may among other things, materially and adversely affect our reputation, business, operating resultsand financial condition.

Wealso generate a significant portion of our revenue from customers operating in the regulated services sectors. Regulations inthese sectors vary significantly among different countries and localities. In many cases, they may be unclear and may also change,sometimes dramatically.

Fromtime to time, we may also acquire entities subject to local regulatory supervision or oversight. There are substantial costs andpotential operational challenges involved in maintaining and renewing licenses, certifications, and approvals, and we could besubject to fines, other enforcement actions, and litigation if we are found to violate any of these requirements. There can beno assurance that we will be able to (or decide to) continue to apply for or obtain any licenses, renewals, certifications, andapprovals in any jurisdictions. In certain markets, we may rely on local banks or other partners to process payments and conductfinancial services transactions in local currency, and local regulators may use their authority over such local partners to prohibit,restrict, or limit us from doing business. The need to obtain or maintain licenses, certifications, or other regulatory approvalscould impose substantial additional costs, delay or preclude planned transactions, product launches or improvements, require significantand costly operational changes, impose restrictions, limitations, or additional requirements on our business, products and services,or prevent us from providing our products or services in a given market.

Changesin tax law, changes in our effective tax rate or exposure to additional tax liabilities could affect our profitability and financialcondition.

Wecarry out our business operations through entities in multiple foreign jurisdictions. As such, we are required to file corporateincome tax returns that are subject to foreign tax laws. The foreign tax liabilities are determined, in part, by the amount ofoperating profit generated in these different taxing jurisdictions, as well as by other factors such as the internal serviceswe provide within certain jurisdictions. Our effective tax rate, earnings and operating cash flows could be adversely affectedby changes in the mix of operating profits generated in countries with higher statutory tax rates as well as by the positioningof our cash balances globally. or the internal services we provide in certain jurisdictions. If statutory tax rates or tax baseswere to increase or if changes in tax laws, regulations or interpretations or in our business operations were made that impactus directly, our effective tax rate, earnings and operating cash flows could be adversely impacted.

Anysuch adverse changes in the applicability of tax to us could increase the levels of taxation payable by us, which would have anadverse effect on our business, financial condition, results of operations and prospects.

Inaddition to the possibility of a substantial tax burden being imposed on us, the risk that we may become subject to an increasedlevel of taxation may result in us needing to change our corporate or operational structure, which could have a material adverseeffect on our business, financial condition, results of operations and prospects. Additionally, the tax authorities of the jurisdictionsin which we operate may challenge our methodologies for valuing developed technology or intercompany arrangements. For example,various levels of government and international organizations, such as the OECD and the EU, increasingly focus on future tax reformand any result from this development may create changes to long-standing tax principles, which could adversely affect our effectivetax rate. The OECD has issued significant global tax policy changes that include both expanded reporting as well as technicalglobal tax policy changes. Many countries in which we operate have implemented tax law and administrative changes that align withmany aspects of the OECD policy guidelines. The breadth of this project may impact all multinational businesses by potentiallyredefining jurisdictional taxation rights, and could materially impact the law for transfer pricing and permanent establishmenttaxation. Additionally, tax authorities at the international, federal, state, and local levels are currently reviewing the appropriatetax treatment of companies engaged in internet commerce and financial technology. These developing changes could affect our financialposition and results of operations. In particular, due to the global nature of the internet, it is possible that tax authoritiesat the international, federal, state, and local levels may attempt to regulate our transactions or levy new or revised sales anduse taxes, VAT, digital services taxes, income taxes, or other taxes relating to our activities in the internet commerce and financialtechnology space. New or revised taxes, in particular, sales and use taxes, VAT, and similar taxes, including digital servicetaxes, would likely increase the cost of doing business. New taxes could also create significant increases in internal costs necessaryto capture data and collect and remit taxes. Any of these events could have an adverse effect on our business and results of operations.

Furthermore,any changes in other jurisdictions to the political and social perception of running a business out of a tax-friendly jurisdiction(such as Malta) or any action by any tax authority to investigate our tax arrangements could result in adverse publicity and reputationaldamage for us, which could have an adverse effect on our business, financial condition, results of operations and prospects. Theapplicability of taxes to certain arrangements, transactions or structures may involve areas that are inherently subjective, requiringsignificant management judgments. If any applicable tax authority is successful in challenging our tax arrangements, we may beliable for additional tax and penalties and interest related thereto, which may have a significant impact on our business, financialcondition, results of operations and prospects.

Transferpricing rules may result in increased tax costs.

Someof the jurisdictions in which we operate have rules on transfer pricing that require intra-group transactions to be conductedon arm’s-length terms. Transactions conducted between and among us and our subsidiaries are made on a commercial basis byapplication of international guidelines and national regulations. As a consequence of globalization and growing world trade, taxauthorities worldwide have increased their focus on transfer pricing with respect to cross-border intra-group transactions aspart of protecting their respective country’s tax base. Transfer pricing is an inherently subjective area, requiring significantmanagement judgments. In the event the tax authorities in the jurisdictions where we operate consider our current transfer pricingnot to be on arm’s-length terms and were to succeed with such claims, this could result in an increased tax cost, includingtax surcharges, penalties and interest, which could adversely affect our business.

Newand evolving regulations in respect of the protection of personal data and any failure to comply with these regulations couldhave a material adverse effect on our business and financial condition.

Weare subject to laws relating to the collection, use, storage and transfer of the personal data of our service providers, end user,employees and clients, including in respect of personal financial information.

Severaljurisdictions have implemented new data protection regulations, and others are considering imposing additional restrictions orregulations. We expect data protection regulations to continue to increase both in number, complexity and in the level of stringency.The entry into force of the General Data Protection Regulation (EU) 2016/679, or the GDPR, in the European Union prompted variousLatin American countries to begin processes to reform their data protection regimes. For example, Brazil has implemented a comprehensivedata protection regulation intended to mirror the GDPR called the Lei Geral de Proteção de Dados, or LGPD,and also has a Bank Secrecy Law (Complementary Law No. 105) that applies to certain regulated entities. In addition, certainof our global enterprise merchants may be subject to data protection regimes or subject to enhanced scrutiny of data protectionpractices by the applicable regulatory authorities, which could impact their operations and indirectly impact their business withus. In many cases, data protection regulations have strict measures regulating both the transfer of data externally, and alsothe storage and transfer of data internally among our employees in the course of their work and among our subsidiaries and affiliates.Moreover, these regulations may have conflicting and/or inconsistent requirements, and compliance with one data protection regimedoes not necessarily entail compliance with another data protection regime, and compliance with one data protection regime couldpotentially create conflicts in compliance with another data protection regime. In particular, we may transfer data across jurisdictionsin the ordinary course of our operations, and we may not be able to ensure compliance with all applicable data protection regulationsin all jurisdictions at all times. Any failure to comply with applicable data protection regimes could subject us to significantpenalties and negative publicity, which could have a material adverse effect on our business, financial condition, reputationbefore our merchants and providers, and results of operations.

Wecollect, process, store, and use data, including personal information, which subjects us to governmental regulation and otherlegal obligations, including EU financial services regulation, particularly related to privacy, data protection and informationsecurity, marketing, and consumer protection laws across different markets where we conduct our business. Our actual or perceivedfailure to comply with such obligations could harm our business and/or result in reputational harm, loss of customers, materialfinancial penalties and legal liabilities.

Inthe U.S. and other jurisdictions in which our services are used, we are subject to various privacy, data protection and informationsecurity, and consumer protection laws (including laws on disputed transactions), related regulations, and industry standards(e.g., PCI-DSS). If we are found to have breached such laws, regulations, or standards in any such market, we may be subject toenforcement actions that require us to change our business practices in a manner which may negatively impact our revenue, as wellas expose ourselves to litigation, fines, civil and/or criminal penalties and adverse publicity that could cause our customersto lose trust in us, negatively impacting our reputation, brand and business in a manner that harms our financial position.

Aspart of our business, we collect personal information, as well as other potentially sensitive and/or regulated data from our consumersand the merchants we work with. As a result, we are subject to certain laws and regulations in the U.S. that restrict how personalinformation is collected, processed, stored, transferred, used and disclosed, as well as set standards for its security, implementnotice requirements regarding privacy practices, and provide individuals with certain rights regarding the use, disclosure andsale of their protected personal information. For example, the FTC and many state attorneys general are interpreting federal andstate consumer protection laws to impose standards for the online collection, use, dissemination, and security of personal information.Such standards require us to publish statements that describe how we handle personal information and choices individuals may haveabout the way we handle their personal information. If such statements that we publish are found to be untrue or inaccurate, wemay be subject to government claims of unfair or deceptive trade practices, which could lead to regulatory investigations, significantliabilities and other consequences. Moreover, according to the FTC, violating consumers’ privacy rights or failing to takeappropriate steps to keep consumers’ personal information secure may constitute unfair acts or practices in or affectingcommerce in violation of Section 5(a) of the FTC Act. State consumer protection laws provide similar causes of action for unfairor deceptive practices. Some states, such as California and Massachusetts, have passed specific laws mandating reasonable securitymeasures for the handling of certain personal information. Further, privacy advocates and industry groups have regularly proposedand sometimes approved, and may propose and approve in the future, self-regulatory standards with which we must legally complyor that contractually apply to us.

Inaddition, the GLBA regulates, among other things, the use of non-public personal information of consumers that is held by financialinstitutions. We may be considered a service provider to “financial institutions” and therefore subject to variousGLBA-related contractual obligations, including requirements relating to the physical, administrative and technological protectionof non-public personal financial information. Breach of the GLBA can result in civil and/or criminal liability and sanctions byregulatory authorities and/or contractual liability.

Moreover,in the U.S., both the federal and various state governments have adopted or are considering, additional laws, guidelines or rulesfor the collection, distribution, use and storage of information collected from or about consumers or their devices. For example,California enacted the CPRA in 2020, which requires new disclosures to California residents, imposes new rules for collectingor using information about California residents, and affords California residents new rights with respect to their personal information,including rights to opt out of certain disclosures of personal information. The CPRA provides for civil penalties for violations,as well as a private right of action for certain data breaches that is expected to increase data breach litigation. The effectsof the CPRA and its implementing regulations, and uncertainties about the scope and applicability of exemptions that may applyto our business (including an exemption as to data that is subject to the GLBA), are potentially significant and may require usto modify our data collection or processing practices and policies and to incur substantial costs and expenses in an effort tocomply. Additionally, the enactment of the CPRA is prompting a wave of similar legislative developments in other states in theU.S., which creates the potential for a patchwork of overlapping but different state laws. For example, since the CPRA went intoto effect, comprehensive privacy statutes that share similarities with the CPRA are now in effect and enforceable in Virginia,Colorado, Connecticut, and Utah, and will soon be enforceable in several other states as well.

Weare also subject to data privacy and security laws in several foreign jurisdictions which have laws and regulations which aremore restrictive in certain respects than the U.S. For example, in the European Economic Area (“EEA”), we are subjectto the EU GDPR and in the United Kingdom, UK GDPR, in each case in relation to our collection, control, processing, sharing, disclosureand other use of data relating to an identifiable living individual (personal data). The GDPR, and national implementing legislationin EEA member states, and the UK GDPR, impose a strict data protection compliance regime including: providing detailed disclosuresabout how personal data is collected and processed (in a concise, intelligible and easily accessible form); demonstrating thatan appropriate legal basis is in place or otherwise exists to justify data processing activities; granting rights for data subjectsin regard to their personal data (including data access rights, the right to be “forgotten” and the right to dataportability); introducing the obligation to notify data protection regulators or supervisory authorities (and in certain cases,affected individuals) of significant data breaches; defining pseudonymized (i.e., key-coded) data; imposing limitations on retentionof personal data; maintaining a record of data processing; and complying with the principal of accountability and the obligationto demonstrate compliance through policies, procedures, training and audit.

TheEU GDPR and UK GDPR regulate cross-border transfers of personal data out of the EEA and the UK. Case law from the Court of Justiceof the European Union (“CJEU”) states that reliance on the standard contractual clauses - a standard form of contractapproved by the European Commission as an adequate personal data transfer mechanism - alone may not necessarily be sufficientin all circumstances and that transfers must be assessed on a case-by-case basis. On October 7, 2022, President Biden signed anExecutive Order on ‘Enhancing Safeguards for U.S. Intelligence Activities’ which introduced new redress mechanismsand binding safeguards to address the concerns raised by the CJEU in relation to data transfers from the EEA to the U.S. and whichformed the basis of the new EU-US Data Privacy Framework (“DPF”), as released on December 13, 2022. The European Commissionadopted its Adequacy Decision in relation to the DPF on July 10, 2023, rendering the DPF effective as an EU GDPR transfer mechanismto U.S. entities self-certified under the DPF. On October 12, 2023, the UK Extension to the DPF came into effect (as approvedby the UK Government), as a UK GDPR data transfer mechanism to U.S. entities self-certified under the UK Extension to the DPF.We currently rely on the DPF to transfer certain personal data from the EEA to the U.S. and on the UK Extension to the DPF totransfer certain personal data from the UK to the U.S. We also currently rely on the EU standard contractual clauses and the UKAddendum to the EU standard contractual clauses and the UK International Data Transfer Agreement as relevant to transfer personaldata outside the EEA and the UK with respect to both intragroup and third party transfers. We expect the existing legal complexityand uncertainty regarding international personal data transfers to continue. In particular, we expect the DPF Adequacy Decisionto be challenged and international transfers to the U.S. and to other jurisdictions more generally to continue to be subject toenhanced scrutiny by regulators. As the regulatory guidance and enforcement landscape in relation to data transfers continue todevelop, we could suffer additional costs, complaints and/or regulatory investigations or fines; we may have to stop using certaintools and vendors and make other operational changes; we may have to implement revised standard contractual clauses for existingintragroup, customer and vendor arrangements within required time frames; and/or it could otherwise affect the manner in whichwe provide our services, and could adversely affect our business, operations and financial condition.

Weare also subject to evolving EU and UK privacy laws on cookies, tracking technologies and e-marketing. In the EU and the UK undernational laws derived from the ePrivacy Directive, informed consent is required for the placement of a cookie or similar technologieson a user’s device and for direct electronic marketing. The GDPR also imposes conditions on obtaining valid consent forcookies, such as a prohibition on pre-checked consents and a requirement to ensure separate consents are sought for each typeof cookie or similar technology. Recent European court and regulator decisions are driving increased attention to cookies andtracking technologies. If the trend of increasing enforcement by regulators of the strict approach to opt-in consent for all butessential use cases, as seen in recent guidance and decisions continues, this could lead to substantial costs, require significantsystems changes, limit the effectiveness of our marketing activities, divert the attention of our technology personnel, adverselyaffect our margins, and subject us to additional liabilities. In light of the complex and evolving nature of EU, EU Member Stateand UK privacy laws on cookies and tracking technologies, there can be no assurances that we will be successful in our effortsto comply with such laws; violations of such laws could result in regulatory investigations, fines, orders to cease/change ouruse of such technologies, as well as civil claims including class actions, and reputational damage.

Restrictionson the collection, use, sharing or disclosure of personal information or additional requirements and liability for security anddata integrity could require us to modify our solutions and features, possibly in a material manner, could limit our ability todevelop new services and features and could subject us to increased compliance obligations and regulatory scrutiny. Non-compliancewith data protection and privacy requirements may result in regulatory fines (which for certain breaches of the GDPR are up tothe greater of €20 million/£17.5 million or 4% of total global annual turnover), regulatory investigations, reputationaldamage, orders to cease/change our processing of our data, enforcement notices, and/ or assessment notices (for a compulsory audit).We may also face civil claims including representative actions and other class action type litigation (where individuals havesuffered harm), potentially amounting to significant compensation or damages liabilities, as well as associated costs, diversionof internal resources, and reputational harm.

Wemay not be able to continue to expand our share of the existing payment processing markets or expand into new markets, which wouldinhibit our ability to grow and increase our profitability.

Ourfuture growth and profitability depend upon the growth of the markets in which we currently operate and our ability to increaseour penetration and service offerings within these markets, as well as the emergence of new markets for our services and our abilityto successfully expand into these new markets. It is difficult to attract new merchants because of potential disadvantages associatedwith switching payment processing vendors, such as transition costs, business disruption and loss of accustomed functionality.There can be no assurance that our efforts to overcome these factors will be successful, and this resistance may adversely affectour growth. A merchant’s payment processing activity with us may also decrease for a variety of reasons, including the merchant’slevel of satisfaction with our products and services, the effectiveness of our support services, pricing of our products and services,the pricing and quality of competing products or services, the effects of global economic conditions, or reductions in consumerspending levels.

Ourexpansion into new markets is also dependent upon our ability to adapt our existing technology and offerings, or to develop newor innovative applications, to meet the particular service needs of merchants in each new market. In order to do so, we will needto anticipate and react to market changes and devote appropriate financial and technical resources to our development efforts,and there can be no assurance that we will be successful in these efforts.

Weare subject to anti-corruption, anti-bribery and anti-money laundering laws and regulations.

Weoperate in jurisdictions that have a high risk for corruption, and we are generally subject to anti-corruption, anti-bribery andanti-money laundering laws and regulations, including the Clean Company Act and the United States Foreign Corrupt Practices Actof 1977, as amended, or the FCPA and the Proceeds of Crime Act prohibit corporations and individuals from engaging in improperactivities to obtain or retain business or to influence a person working in an official capacity. Both the Clean Company Act andthe FCPA impose liability against companies who engage in bribery of government officials, either directly or through intermediaries.Applicable money laundering regulations require firms to put preventative measures in place and to perform know-your-customerprocedures, including conducting customer identification and verification and undertaking ongoing monitoring. In addition, regulationsrequire companies to keep records of identity and to train their staff on the requirements of the relevant money laundering regulations.Although we have a compliance program focused on the anti-corruption, anti-bribery and anti-money laundering laws, rules, andregulations that we believe are applicable to our business, we may still be subject to a requirement to change various aspectsof our business or the manner in which we carry out our business in certain countries, or to fines, injunctions or other penaltieslevied by regulators in one or more jurisdictions. Violations of the anti-corruption, anti-bribery and anti-money laundering lawsand regulations could result in criminal liability, administrative and civil lawsuits, significant fines and penalties, forfeitureof significant assets, as well as severe reputational harm and the loss of our banking or other relationships.

Anydetermination that we have violated the anti-money-laundering laws could have a material adverse effect on our financial condition,results of operations and future prospects. For example, the BSA requires us to report currency transactions in excess of US$10,000,including identification of the customer by name and social security number, to the IRS. This regulation also requires us to reportcertain suspicious activity, including any transaction that exceeds US$2,000 that we know, suspect or have reason to believe involvesfunds derived from illegal activity or is designed to evade federal regulations or reporting requirements and to verify sourcesof such funds. Substantial penalties can be imposed against us if we fail to comply with this regulation. If we fail to complywith these laws and regulations, the imposition of a substantial penalty could have a material adverse effect on our business,financial condition and results of operations.

Ifany person in the Cayman Islands knows or suspects, or has reasonable grounds for knowing or suspecting that another person isengaged in criminal conduct or money laundering, or is involved with terrorism or terrorist financing and property, and the informationfor that knowledge or suspicion came to their attention in the course of business in the regulated sector, or other trade, profession,business or employment, the person will be required to report such knowledge or suspicion. If the disclosure relates to criminalconduct or money laundering, the knowledge or suspicion must be reported to the Financial Reporting Authority of the Cayman Islands(the “FRA”), pursuant to the Proceeds of Crime Act (as revised) of the Cayman Islands. If the disclosure relates toinvolvement with terrorism or terrorist financing and property the knowledge or suspicion must be reported to a police officerof the rank of constable or higher, or the FRA, pursuant to the Terrorism Act (As Revised) of the Cayman Islands.

Suchlaws and regulations are subject to changes and evolving interpretations and application, including by means of legislative changes,administrative changes and/or executive orders, and it can be difficult to predict how they may be applied to our business andthe way we conduct our operations, particularly as we introduce new products and services and expand into new jurisdictions. Anyperceived or actual breach of laws, regulations, and standards could result in investigations, regulatory inquiries, loss of licensure,litigation, fines, injunctions, negative customer sentiment, impairment of our existing or planned products and services, or otherwisematerially and adversely impact our business.

Inaddition, regulators may increase enforcement of these obligations, which may require us to make adjustments to our complianceprogram, including the procedures we use to verify the identity of our customers and to monitor our merchants’ transactions.Regulators may conduct audits of our compliance framework, which can include a review of all applicable records to verify identitiesof customers, reporting of suspicious transactions and transactional activity including monitoring processes implemented and allcomponents of the compliance framework, and compliance with these audit processes can result in increased costs or subject usto potential enforcement proceedings. We face risks related to our ability to comply with existing or new anti-corruption, anti-briberyand anti-money laundering laws and regulations, or being required to comply with anti-corruption, anti-bribery and anti-moneylaundering laws and regulations applicable to our merchant customers, as we may not be able to comply fully with, or obtain appropriateexemptions from, such laws and regulations. Costs associated with fines or enforcement actions, changes in compliance requirements,or limitations on our ability to grow could harm our business, and any new requirements or changes to existing requirements couldimpose significant costs, result in delays to planned product improvements, make it more difficult for new customers to join ournetwork and reduce the attractiveness of our products and services. Any perceived or actual breach of compliance by us with respectto applicable laws, rules and regulations could have a significant impact on our reputation as a trusted brand and could causeus to lose existing customers, prevent us from obtaining new customers, require us to expend significant funds to remedy problemscaused by breaches and to avert further breaches and expose us to legal risk and potential liability.

Wemay be subject to further queries or requests regarding the SEC Subpoena.

Wereceived a subpoena from the SEC on November 29, 2017. The subpoena was related to an investigation on certain parties, whichwe believe, after consulting with our legal counsel, that are not related to us. On December 18, 2017, our legal counsel repliedto the SEC regarding the subpoena, including all documents required by the SEC. There has been no further response from the SEC(that we know of) since December 18, 2017. However, since we have not received further response from the SEC nor there is anyclearance letter from the SEC, we are unable to confirm if the case has been resolved. The SEC may have further queries or requestfurther documents from us and we may or may not be a party to the investigation until the SEC provides us the clearance letter.Furthermore, if any further subpoenas or investigations are launched, or governmental or other sanctions are imposed, or if wedo not prevail in any possible civil or criminal proceeding, our business, financial condition, and results of operations couldbe harmed. In addition, responding to any action will likely result in a materially significant diversion of management’sattention and resources and significant defense costs and other professional fees.

RisksRelated to Our Common Stock and This Offering

Ifyou purchase our common stock in this offering, you will incur immediate and substantial dilution in the book value of your shares.

Thepublic offering price of the common stock sold in this offering will be substantially higher than the as adjusted net tangiblebook value per share of our common stock after this offering. Investors purchasing common stock in this offering will pay a priceper share that substantially exceeds the as adjusted net tangible book value per share after this offering. As a result, investorspurchasing common stock in this offering will incur immediate dilution of $          per share, at an assumed public offering priceof $              per share, based on the last sale price of our common stock on           , 2024, as reported on the OTC Pink Market, representingthe difference between our as adjusted net tangible book value per share after giving effect to this offering and the assumedpublic offering price.

Thisdilution is due to our investors who purchased shares prior to this offering having paid substantially less when they purchasedtheir shares than the price offered to the public in this offering. To the extent outstanding options are exercised, there willbe further dilution to new investors. As a result of the dilution to investors purchasing shares in this offering, investors mayreceive significantly less than the purchase price paid in this offering, if anything, in the event of our liquidation. For afurther description of the dilution that you will experience immediately after this offering, see the section entitled “Dilution”.

Wepresently do not intend to pay cash dividends on our common stock.

Weexpect that no cash dividends will be paid on the common stock in the foreseeable future. While our dividend policy will be basedon the operating results and capital needs of the business, it is anticipated that all earnings, if any, will be retained to financethe future expansion of our business.

Ifwe are unable to establish appropriate internal financial reporting controls and procedures, it could cause us to fail to meetour reporting obligations, result in the restatement of our financial statements, harm our operating results, subject us to regulatoryscrutiny and sanction, cause investors to lose confidence in our reported financial information and have a negative effect onthe market price for shares of our common stock.

Effectiveinternal controls are necessary for us to provide reliable financial reports and to prevent fraud effectively. We maintain a systemof internal control over financial reporting, which is defined as a process designed by, or under the supervision of, our principalexecutive officer and principal financial officer, or persons performing similar functions, and effected by our board of directors,management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generally accepted accounting principles.

Asa public company, we have significant requirements for enhanced financial reporting and internal controls. We are required todocument and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-OxleyAct of 2002, which requires annual management assessments of the effectiveness of our internal controls over financial reporting.The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate andreact to changes in our business and economic and regulatory environments, and to expend significant resources to maintain a systemof internal controls that is adequate to satisfy our reporting obligations as a public company.

Wecannot assure you that we will, in the future, identify areas requiring improvement in our internal control over financial reporting.We cannot assure you that the measures we will take to remediate any areas in need of improvement will be successful or that wewill implement and maintain adequate controls over our financial processes and reporting in the future as we continue our growth.If we are unable to establish appropriate internal financial reporting controls and procedures, it could cause us to fail to meetour reporting obligations, result in the restatement of our financial statements, harm our operating results, subject us to regulatoryscrutiny and sanction, cause investors to lose confidence in our reported financial information and have a negative effect onthe market price for shares of our common stock.

Ourdisclosure controls and procedures may not prevent or detect all errors or acts of fraud.

Ourdisclosure controls and procedures are designed to reasonably assure that information required to be disclosed by us in reportswe file or submit under the Exchange Act is accumulated and communicated to management, recorded, processed, summarized and reportedwithin the time periods specified in the rules and forms of the SEC. We believe that any disclosure controls and procedures orinternal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurancethat the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-makingcan be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented bythe individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly,because of the inherent limitations in our control system, misstatements or insufficient disclosures due to error or fraud mayoccur and not be detected.

Theprice of our stock may be volatile, and you could lose all or part of your investment.

Thetrading price of our common stock following this offering is likely to be highly volatile and could be subject to wide fluctuationsin response to various factors, some of which are beyond our control, including limited trading volume. In addition to the factorsdiscussed in this “Risk Factors” section and elsewhere in this prospectus, these factors include:

Inaddition, the stock market in general, and the market for diagnostic companies in particular, have experienced extreme price andvolume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies, includingas a result of the COVID-19 pandemic. Broad market and industry factors may negatively affect the market price of our common stock,regardless of our actual operating performance. If the market price of our common stock after this offering does not exceed thepublic offering price, you may not realize any return on your investment in us and may lose some or all of your investment. Inthe past, securities class action litigation has often been instituted against companies following periods of volatility in themarket price of a company’s securities. This type of litigation, if instituted, could result in substantial costs and adiversion of management’s attention and resources.

Wecould be subject to securities class action litigation.

Inthe past, securities class action litigation has often been brought against a company following a decline in the market priceof its securities. This risk is especially relevant for us because pharmaceutical companies have experienced significant stockprice volatility in recent years. If we face such litigation, it could result in substantial costs and a diversion of management’sattention and resources, which could harm our business.

Thereis no guarantee that our common stock will be listed on Nasdaq.

Weintend to apply to have our shares of common stock listed on The Nasdaq Capital Market. Upon completion of this offering, we believethat we will satisfy the listing requirements and expect that our common stock will be listed on The Nasdaq Capital Market. Suchlisting, however, is not guaranteed. If the application is not approved for listing on The Nasdaq Capital Market, we will notproceed with this offering. Even if such listing is approved, there can be no assurance any broker will be interested in tradingour common stock. Therefore, it may be difficult to sell any shares you purchase in this offering if you desire or need to sellthem. Our lead underwriter, Spartan Capital Securities is not obligated to make a market in our common stock, and even after makinga market, can discontinue market making at any time without notice. Neither we nor the underwriters can provide any assurancethat an active and liquid trading market in our common stock will develop or, if developed, that the market will continue.

Evenif our common stock is listed on Nasdaq, there can be no assurance that we will be able to comply with the continued listing standardsof Nasdaq, a failure of which could result in a delisting of our common stock.

Tomaintain a listing on Nasdaq, we must satisfy minimum financial and other continued listing standards, including those regardingminimum stockholders’ equity, minimum publicly available shares, director independence and independent committee requirementsand other corporate governance requirements. We do not currently satisfy the director independence requirements and independentcommittee requirements and will need to satisfy both requirements prior to consummation of this offering. If we are unable tosatisfy these standards, we could be subject to delisting, which would have a negative effect on the price of our common stock,impair your ability to sell or purchase our common stock or warrants when you wish to do so, and potentially cause you to losethe value of your investment in us. In the event of a delisting, we would expect to take actions to restore our compliance withthe listing standards, but we can provide no assurance that any action we take to restore our compliance would allow our commonstock to become listed again, stabilize the market price or improve the liquidity of our common stock, prevent our common stockfrom dropping below the minimum bid price requirement, or prevent future noncompliance with the listing requirements.

Ifthe Company is delisted from Nasdaq, its common stock may be eligible for trading on an over-the-counter market. If the Companyis not able to obtain a listing on another stock exchange or quotation service for its common stock, it may be extremely difficultor impossible for stockholders to sell their shares of common stock. Moreover, if the Company is delisted from Nasdaq, but obtainsa substitute listing for its common stock, it will likely be on a market with less liquidity, and therefore experience potentiallymore price volatility than experienced on Nasdaq. Stockholders may not be able to sell their shares of common stock on any suchsubstitute market in the quantities, at the times, or at the prices that could potentially be available on a more liquid tradingmarket. As a result of these factors, if the Company’s common stock is delisted from Nasdaq, the value and liquidity ofthe Company’s common stock would likely be significantly adversely affected. A delisting of the Company’s common stockfrom Nasdaq could also adversely affect the Company’s ability to obtain financing for its operations and/or result in aloss of confidence by investors, employees and/or business partners.

Ourmanagement will have broad discretion in how we use the net proceeds of this offering and might not use them effectively.

Ourmanagement will have considerable discretion over the use of proceeds from this offering. You will not have the opportunity, aspart of your investment decision, to assess whether the proceeds are being used in a manner which you may consider most appropriate.Our management might spend a portion or all of the net proceeds from this offering in ways that our stockholders do not desireor that might not yield a favorable return. The failure by our management to apply these funds effectively could harm our business.Furthermore, you will have no direct say on how our management allocates the net proceeds of this offering. Until the net proceedsare used, they may be placed in investments that do not produce significant income or that may lose value.

Themarket price of our common stock will likely fluctuate.

Themarket price of our common stock has been volatile. There is currently only a limited public market for our common stock, whichis listed on the OTC Pink Market of OTC Markets, and there can be no assurance that a trading market will develop further or bemaintained in the future. The trading price of our common stock is likely to be highly volatile and could be subject to wide fluctuationsin response to various factors, some of which are beyond our control, including the following:

Certainshareholders may exercise significant control over our business policies.

LimChun Hoo, who is an officer and director of us or our subsidiaries, has ownership of approximately 14.88% of our equity securitiesas of April 15, 2024, and has the ability to exercise significant control over our business policies and other corporate matters,including, the composition of our board of directors and any actions requiring the approval of our shareholders, including theadoption of amendments to our articles of incorporation, the approval of a merger, share exchange or sale of substantially allof our assets. He will be able to vote his shares in favor of his interests that may not always coincide with the interests ofthe other shareholders.

Therequirements of being a public company are expensive and administratively burdensome.  

Asa public company, we have significant additional requirements for enhanced financial reporting and internal controls. We are subjectto the information and reporting requirements of the Securities Act, the Exchange Act and other federal securities laws, rulesand regulations related thereto, including compliance with the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”).Complying with these laws and regulations requires the time and attention of our board of directors and management and increasesour expenses. Among other things, we are required to: 

Thecosts of preparing and filing annual and quarterly reports, proxy statements, when required, and other information with the SECand furnishing audited reports to shareholders is expensive and much greater than that of a privately-held company, and compliancewith these rules and regulations may require us to hire additional financial reporting, internal controls and other finance personnel,and will involve a material increase in regulatory, legal and accounting expenses and the attention of management. There can beno assurance that we will be able to comply with the applicable regulations in a timely manner, if at all. In addition, beinga public company makes it more expensive for us to obtain director and officer liability insurance. In the future, we may be requiredto accept reduced coverage or incur substantially higher costs to obtain this coverage.

Anti-takeoverprovisions in our Articles of Incorporation and Bylaws and Nevada law could discourage, delay or prevent a change in control ofour company and may affect the trading price of our common stock.

Theanti-takeover provisions of the Nevada law may discourage, delay or prevent a change in control by prohibiting us from engagingin a business combination with an interested stockholder for a period of three years after the person becomes an interested stockholder,even if a change in control would be beneficial to our existing stockholders. Our Articles of Incorporation and our Bylaws maydiscourage, delay or prevent a change in our management or control over us that stockholders may consider favorable. Our Articlesof Incorporation and Bylaws:

Theseprovisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making itmore difficult for stockholders to replace members of our board of directors, which is responsible for appointing the membersof our management.

OurArticles of Incorporation allow for our board of directors to create new series of preferred stock without further approval byour shareholders which could adversely affect the rights of the holders of our common stock.

Ourboard of directors has the authority to fix and determine the relative rights and preferences of preferred stock without shareholderapproval. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant toholders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributedto the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemptionof our common stock. In addition, our board of directors could authorize the issuance of a series of preferred stock that hasgreater voting power than our common stock or that is convertible into our common stock, which could decrease the relative votingpower of our common stock or result in dilution to our existing shareholders. As of the date hereof, we have 25,000,000 sharesdesignated as Redeemable Convertible Preferred Stock, par value $0.01 per share, , although no shares of Redeemable ConvertiblePreferred Stock were ever issued.

Ifsecurities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, ourstock price and any trading volume could decline.

Anytrading market for our common stock that may develop will depend in part on the research and reports that securities or industryanalysts publish about us or our business. Securities and industry analysts do not currently, and may never, publish researchon us or our business. If no securities or industry analysts commence coverage of our company, the trading price for our commonstock could be negatively affected. If securities or industry analysts initiate coverage, and one or more of those analysts downgradeour stock or publish inaccurate or unfavorable research about our business, our stock price would likely decline. If one or moreof these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our common stock coulddecrease, which might cause our stock price and any trading volume to decline.

Futuresales and issuances of our common stock or rights to purchase common stock, including pursuant to our equity incentive plan orotherwise, could result in dilution of the percentage ownership of our shareholders and could cause our stock price to fall.

Weexpect that we will need significant additional capital in the future to continue our planned operations. To raise capital, wemay sell common stock, convertible securities or other equity securities in one or more transactions at prices and in a mannerwe determine from time to time. If we sell common stock, convertible securities or other equity securities in more than one transaction,including issuance of equity securities pursuant to any future stock incentive plan to our officers, directors, employees andnon-employee consultants for their services to us, investors in a prior transaction may be materially diluted by subsequent sales.Additionally, any such sales may result in material dilution to our existing shareholders, and new investors could gain rights,preferences and privileges senior to those of holders of our common stock. Further, any future sales of our common stock by usor resales of our common stock by our existing shareholders could cause the market price of our common stock to decline. Any futuregrants of options, warrants or other securities exercisable or convertible into our common stock, or the exercise or conversionof such shares, and any sales of such shares in the market, could have an adverse effect on the market price of our common stock.

Ourcommon stock may be subject to the “penny stock” rules of the SEC, which may make it more difficult for shareholdersto sell our common stock.

TheSEC has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, asany equity security that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involvinga penny stock, unless exempt, the rules require that a broker or dealer approve a person’s account for transactions in pennystocks, and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identityand quantity of the penny stock to be purchased.

Inorder to approve a person’s account for transactions in penny stocks, the broker or dealer must obtain financial informationand investment experience objectives of the person and make a reasonable determination that the transactions in penny stocks aresuitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluatingthe risks of transactions in penny stocks.

Thebroker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relatingto the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination,and that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally,brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may makeit more difficult for investors to dispose of our common stock if and when such shares are eligible for sale and may cause a declinein the market value of our stock.

Disclosurealso has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about thecommissions payable to both the broker-dealer and the registered representative, current quotations for the securities and therights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have tobe sent disclosing recent price information for the penny stock held in the account and information on the limited market in pennystock.

Wehave never paid cash dividends on our capital stock and do not anticipate paying dividends in the foreseeable future.

Wehave never paid cash dividends on our capital stock and currently intend to retain any future earnings to fund the growth of ourbusiness. Any determination to pay dividends in the future will be at the discretion of the board of directors and will dependon financial condition, operating results, capital requirements, general business conditions and other factors that the boardmay deem relevant. As a result, capital appreciation, if any, of common stock will be the sole source of gain for the foreseeablefuture.

 SPECIALNOTE REGARDING FORWARD-LOOKING STATEMENTS

Thisprospectus contains forward-looking statements that involve risks and uncertainties. You should not place undue reliance on theseforward-looking statements. All statements other than statements of historical facts contained in this prospectus are forward-lookingstatements. The forward-looking statements in this prospectus are only predictions. We have based these forward-looking statementslargely on our current expectations and projections about future events and financial trends that we believe may affect our business,financial condition and results of operations. In some cases, you can identify these forward-looking statements by terms suchas “anticipate,” “believe,” “continue,” “could,” “depends,” “estimate,”“expects,” “intend,” “may,” “ongoing,” “plan,” “potential,”“predict,” “project,” “should,” “will,” “would” or the negative ofthose terms or other similar expressions, although not all forward-looking statements contain those words. We have based theseforward-looking statements on our current expectations and projections about future events and trends that we believe may affectour financial condition, results of operations, strategy, short-term and long-term business operations and objectives and financialneeds.

Theseforward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “RiskFactors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time.It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or theextent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in anyforward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events andcircumstances discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipatedor implied in the forward-looking statements.

Youshould not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflectedin the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performanceor events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, except as requiredby law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements.We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectusto conform these statements to actual results or to changes in our expectations.

Youshould read this prospectus and the documents that we reference in this prospectus and have filed with the SEC as exhibits tothe registration statement of which this prospectus is a part with the understanding that our actual future results, levels ofactivity, performance and events and circumstances may be materially different from what we expect.

INDUSTRYAND MARKET DATA

Thisprospectus contains estimates and other statistical data made by independent parties and by us relating to market size and growthand other data about our industry. We obtained the industry and market data in this prospectus from our own research as well asfrom industry and general publications, surveys and studies conducted by third parties. This data involves a number of assumptionsand limitations and contains projections and estimates of the future performance of the industries in which we operate that aresubject to a high degree of uncertainty, including those discussed in “Risk Factors.” We caution you not to give undueweight to such projections, assumptions and estimates. Further, industry and general publications, studies and surveys generallystate that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completenessof such information. While we believe that these publications, studies and surveys are reliable, we have not independently verifiedthe data contained in them. In addition, while we believe that the results and estimates from our internal research are reliable,such results and estimates have not been verified by any independent source.

USEOF PROCEEDS 

Weestimate that the net proceeds from this offering will be approximately $          million (or $          million if the underwriters exercisetheir over-allotment option in full), assuming a public offering price of $_______, based on the last sale price of our commonstock as reported on the OTC Pink Market of the OTC Markets Group (the “OTC”) on             , 2024, after deducting estimatedunderwriting discounts and commissions and estimated offering expenses payable by us.

Each$1.00 increase or decrease in the public offering price per share would increase or decrease, as applicable, our net proceeds,after deducting estimated underwriting discounts and commissions by approximately $          million (assuming no exercise of the underwriters’option to purchase additional shares). Each increase or decrease of           shares in the number of shares offered by us would increaseor decrease, as applicable, our net proceeds by approximately $     million, assuming a public offering price of $_______, basedon the last sale price of our common stock as reported on the OTC Pink Market of the OTC Markets Group (the “OTC”)on             , 2024, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payableby us.

Wecurrently intend to use the net proceeds from this offering is as follows:

OurBoard of Directors will have considerable discretion in determining how to allocate the net proceeds generated from this offering.While our current plan is to utilize the net proceeds as outlined above, there may arise situations where a redistribution offunds becomes necessary. We would consider pursuing acquisitions, if deemed appropriate, as part of our strategic initiativesto expand our business, which may involve increasing our merchant base, expanding our geographic presence, or diversifying ourproduct offerings. The specific amounts and timing of our expenditures will be influenced by various factors, including thoseoutlined under “Risk Factors” in this prospectus. As a result, our management will possess flexibility in the utilizationof the net proceeds derived from this offering. Investors will not have the opportunity to assess the economic, financial, orother information upon which we base our decisions regarding the utilization of these proceeds.

DIVIDENDPOLICY 

Wehave never declared dividends on our common stock, and currently do not plan to declare dividends on shares of our common stockin the foreseeable future. We expect to retain our future earnings, if any, for use in the operation and expansion of our business.Subject to the foregoing, the payment of cash dividends in the future, if any, will be at the discretion of our Board and willdepend upon such factors as restrictions in debt agreements, earnings levels, capital requirements, our overall financial conditionand any other factors deemed relevant by our Board of Directors.

CAPITALIZATION

Thefollowing table sets forth our cash and capitalization as of December 31, 2023:

Youshould read this table in conjunction with the sections titled “Management’s Discussion and Analysis of FinancialCondition and Results of Operations” and our financial statements and related notes included elsewhere in this prospectus.

(1)Each $1.00 increase (decrease) in the assumed public offering price of $        per share which is based upon, the last reported saleprice of our common stock on the OTC Pink Market on         , 2024, would increase (decrease) the as adjusted amount of each of cash,total stockholders’ equity and total capitalization by $       , assuming that the number of shares offered by us, as set forthon the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimatedoffering expenses payable by us. An increase (decrease) of shares in the number of shares offered by us, as set forth on the coverpage of this prospectus, would increase (decrease) the as adjusted amount of each of cash, total stockholders’ equity andtotal capitalization by $           , assuming no change in the assumed public offering price per share and after deducting underwritingdiscounts and commissions and estimated offering expenses payable by us.

Theinformation above is based on 29,874,265 shares of our common stock outstanding as of December 31, 2023, and excludes asof such date, the following:

DILUTION

Ifyou invest in our common stock, your ownership interest will be diluted to the extent of the difference between the public offeringprice per share of our common stock and the as adjusted net tangible book value per share of our common stock immediately afterthis offering.

As of December 31, 2023, we had a historicalnet tangible book (deficit) of $18,322,482, or $0.06 per share of common stock, based on 29,874,265 shares of common stock outstandingat December 31, 2023. Our historical net tangible book value per share is the amount of our total tangible assets less our totalliabilities at December 31, 2023, divided by the number of shares of common stock outstanding at December 31, 2023.

Aftergiving effect to the sale of          shares of common stock in this offeringat an assumed public offering price of $               pershare, which is based upon the last reported sale price of our common stock on the OTC Pink Market on          ,2024, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us, our as adjustednet tangible book value per share as of December 31, 2023 was $     , or $     pershare of common stock. This represents an immediate increase in as adjusted net tangible book value of $     pershare to existing stockholders and immediate dilution of $     per share to new investors purchasingshares of common stock in this offering.  

Thefollowing table illustrates this dilution on a per share basis:

Theinformation discussed above is illustrative only, and the dilution information following this offering will be adjusted basedon the actual public offering price and other terms of this offering determined at pricing.

A$__ increase (decrease) in the assumed public offering price of $          per share, which is based upon the last reported sale priceof our common stock on the OTC Pink Market on                  , 2024, would increase (decrease) our as adjusted net tangible book value afterthis offering to $         per share and the dilution to new investors purchasing common stock in this offering to $      per share, assumingthat the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deductingunderwriting discounts and commissions and estimated offering expenses payable by us. An increase of     shares in the number of sharesoffered by us, as set forth on the cover page of this prospectus, would increase our as adjusted net tangible book value afterthis offering to $    per share and decrease the dilution to new investors purchasing common stock in this offering to $         per share,assuming no change in the assumed public offering price per share and after deducting underwriting discounts and commissions andestimated offering expenses payable by us. A decrease of         shares in the number of shares offered by us would decrease the as adjustednet tangible book value after this offering to $            per share and increase the dilution to new investors purchasing common stockin this offering to $      per share, assuming no change in the assumed public offering price per share and after deducting underwritingdiscounts and commissions and estimated offering expenses payable by us.

Ifthe underwriters exercise their over-allotment option to purchase additional shares in full, the as adjusted net tangible bookvalue per share after giving effect to the offering would be $          per share. This represents an increase in as adjusted net tangiblebook value of $          per share to existing stockholders and dilution in as adjusted net tangible book value of $          per share to new investors. 

Theinformation above is based on 29,874,265 shares of our common stock outstanding as of December 31, 2023, and excludes asof such date, the following:

MANAGEMENT’SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Youshould read the following discussion and analysis of our financial condition and results of operations together with the Company’sconsolidated financial statements and the related notes thereto and other financial information included elsewhere in this prospectus.Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including informationwith respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties.You should review the “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” sectionsof this prospectus for a discussion of important factors that could cause actual results to differ materially from the resultsdescribed in or implied by the forward-looking statements contained in the following discussion and analysis. All amounts in thisdiscussion and analysis of our financial condition and results of operations are in U.S. dollars unless otherwise noted.

Overview

Weare a fintech enterprise poised to revolutionize the financial landscape through our digital Software-as-a-Service (SaaS) platform.Our mission is to empower merchants by furnishing them with an integrated suite of tools, skills, and solutions that streamlinepayment services, unlocking a realm of secure, online, and fully managed transactions and settlements.

Atthe core of our enterprise lies a sophisticated financial ecosystem, underpinned by a robust technological infrastructure. Thisinfrastructure has been developed with the mission of empowering financial institutions to offer seamless, consolidated experiencesacross diverse verticals encompassing business-to-business, business-to-consumer, and consumer-to-business domains.

Inan era where merchants are leveraging an array of software solutions and digital tools to bolster their competitive edge, ourrole has emerged as a pivotal enabler. The intricate challenge of managing disparate software systems sourced from various providershas become an impediment for merchants of all sizes to seamlessly embrace payments.

Ourcurrent clientele encompasses an array of enterprises and organizations, spanning varied sectors, all with a common objective:to minimize the intricacies and costs associated with fund transfers. We extend our services to online businesses, providing comprehensivesolutions encompassing payment collection, cross-border transactions, FX services, and corporate bank accounts. Notably, we caterto a specific subset of online businesses that grapple with establishing and maintaining physical bank accounts across multipleterritories. This subset includes but not limited to small and medium enterprises (SMEs) and online businesses.

Ourcutting-edge payments platform boasts a comprehensive suite of integrated payment products and services tailored to various channels–beit in-store, online, or through mobile and tablet interfaces. This suite encompasses end-to-end payment processing for an arrayof payment types, merchant acquiring and issuing, diverse methods of mobile and contactless payments, and QR code-based solutions.Complementary software integrations, virtual international bank account numbers (IBAN), integrated mobile point-of-sale (POS)solutions, risk management tools, and robust reporting and analytics capabilities augment our platform’s offerings.

Ourpayment services seamlessly integrate e-money remittance solutions within the global marketplace, spanning open banking and creditcard processing to wire transfers. Our SaaS model empowers clients to focus on their core operations and sales while we handlethe intricate aspects of payment processing. This streamlined approach facilitates efficient onboarding, elevates customer retention,and cultivates new revenue streams.

Ourvision transcends boundaries as we aspire to cement our position as a global leader in the payments and banking sphere. Our team,comprising seasoned experts across operations, technology, sales, legal, compliance, and more, forms the backbone of our enterprise.

Thecrux of our vision lies in simplifying and automating global fund transfers while upholding the highest standards of security.We endeavor to furnish merchants with an all-encompassing Merchant Payment Ecosystem (MPE), a unified platform catering to theirdiverse payment needs.

Ourdiverse merchant base ranges from small to medium-sized enterprises, or SMEs, to large enterprises. While we are rooted in theSaaS framework, our belief in democratizing technology has led us to offer an initial free platform, generating revenue throughvalue-added services. Our revenue streams encompass processing fees based on payment volumes, a hybrid model featuring fixed transactionfees and monthly charges, and diverse layers that allow us to cross-sell services and nurture lasting client relationships.

Inthe competitive landscape, our distinct layers constitute the heart of our approach, underpinned by a commitment to exemplarycustomer service. We understand the nuanced needs of various merchants and have meticulously curated layers tailored to theirrequirements, including cutting-edge technology, diverse payment processing and integrated banking. These layers collectivelyform the bedrock of our operations, fostering seamless merchant experiences and propelling us to the forefront of the industry.

Aswe chart our course, we stand poised to not only cater to our diverse clientele but to exceed their expectations. Our pursuitof excellence remains unwavering as we continue to innovate, expand our offerings, and forge new partnerships to reshape the paymentsand banking landscape.

Resultsof Operations  

Forthe year ended December 31, 2023 compared to December 31, 2022

Revenue

Werecognized revenue from transaction fees earned through financial payment and settlement services of $2,420,184 for the year endedDecember 31, 2023, a decrease of $664,095 from sales of $3,084,279 for the year ended December 31, 2022. The reduction in revenueprimarily resulted from a restructuring of revenue streams and to the surrendering of our Credit Token license. Revenue recognizedduring the year are mainly from transaction fees earned through financial payment and settlement services provided by FintechCashierAsia P.L.C. (“FintechAsia” and previously known as “HWGG Capital P.L.C.”) and Fintech. 

Costof Sales

Costof sales for the year ended December 31, 2023 was $688,630, compared to $430,281 for the year ended December 31, 2022. The increasefor the year ended December 31, 2023 resulted primarily from the restructuring transactions that occurred during 2022; acquisitionof FintechAsia and acquisition of Fintech as mentioned in Corporate History and Structure.

GrossProfit

Grossprofit for the year ended December 31, 2023 was $1,731,554, compared to $2,653,998 for the year ended December 31, 2022. The decreaseresulted primarily from the restructuring of revenue streams as described above and led to a reduction of sources of revenue fromFintechAsia and Fintech. 

OperatingExpenses

Forthe year ended December 31, 2023, we incurred total operating expenses in the amount of $42,552,657 comprised of selling expensesof $nil, general and administrative expenses of $3,415,786, and impairment of goodwill of $39,136,871. For the year ended December31, 2022, we incurred total operating expenses in the amount of $1,873,772, comprised of selling expenses of $9,790 and generaland administrative expenses of $1,863,982. The decrease of $9,790 or 100% for the selling expenses, and the increase of $1,551,804,or 83% for the administrative expenses, and the increase of $39,136,871 or 100% for the impairment of goodwill, caused total operatingexpenses to increase by $40,678,885 or 2171%.

Liquidityand Capital Resources

Todate, we have funded our operations primarily through the sale of equity and debt securities. As of December 31, 2023, we hadapproximately $3,765,959 in cash and marketable securities, working capital of approximately $1,591,522 and an accumulated deficitof approximately $39,319,015. Net cash generated by operating activities was $295,531 and net cash used in by operating activitieswas $320,584 for the years ended December 31, 2023 and 2022, respectively. We incurred a loss of approximately $40,661,803 anda profit of $5,918,970 for the years ended December 31, 2023 and 2022, respectively. We believe that our existing cash as of December31, 2023 will enable us to fund our operating expenses and capital expenditure requirements for at least 12 months from the datethat our audited financial statements are available to be issued.

Forthe year ended December 31, 2023, we had a cash balance of $3,765,959. For the year ended December 31, 2023, net cash generatedby operating activities totaled $295,531, net cash used in investing activities totaled $12,496 and net cash used in financingactivities totaled $311,858. The resulting change in cash for the period was $25,419.

Forthe year ended December 31, 2022, we had a cash balance of $3,791,378. For the year ended December 31, 2022, net cash used inoperating activities totaled $320,584, net cash generated by investing activities totaled $3,715,989 and net cash generated byfinancing activities totaled $391,805. The resulting change in cash for the period was $3,754,345.

Forthe year ended December 31, 2023, we had current liabilities of $2,755,862, including $755,040 due to related parties, other payablesof $1,953,160 and accounts payable of $47,662. 

Forthe year ended December 31, 2022, we had current liabilities of $4,943,467, including $2,463,833 due to related parties, otherpayables of $1,861,979 and accounts payable of $617,655. 

Forthe years ended December 31, 2023 and December 31, 2022, we had net assets of $18,322,482 and $58,881,794, respectively.

Forthe year ended December 31, 2023, we have recognized goodwill of $16,657,653 compared to $55,794,524 the year ended December 31,2022. After completing our annual impairment review for each reporting unit during the fourth quarter of 2023, we concluded thatgoodwill of Fintech was impaired in the current year and an impairment loss of $39,136,871 has been recorded.

CashFlows

Thefollowing table sets forth summary cash flow information for the periods presented:

Off-BalanceSheet Arrangements

Wedo not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons.

CriticalAccounting Policies and Estimates

Goodwilland Intangible Assets – The Company evaluate the carrying value of goodwill and indefinite life intangible assets annually,or whenever events or circumstances indicate that the fair value is below its carrying amount. The Company evaluates the carryingvalue of finite life intangible assets whenever events or circumstances indicate the carrying value may not be recoverable. Significantassumptions are required to estimate the fair value of goodwill and intangible assets, most notably estimated future cash flowsgenerated by these assets and risk-adjusted discount rates. As such, these fair value measurements use significant unobservableinputs. Changes to these assumptions could require us to record impairment charges on these assets.

Inour annual impairment test in the fourth quarter of 2023, all our reporting units exceeded their carrying values by more than50 percent. Fair value was determined using income and market approaches. Fair value under the income approach was determinedby discounting to present value the estimated future cash flows of the reporting units. Significant assumptions are incorporatedinto the income approach, such as estimated growth rates, forecasted operating expenses and risk-adjusted discount rates. Fairvalue under the market approach utilized the guideline public company methodology, which uses valuation indicators determinedfrom other businesses that are similar to our reporting units.

Significantunobservable inputs utilized in the income approach valuation method were the discount rate of 25.05% and the long-term growthrate of 1.50%. Significant increases (decreases) in growth rates, control premiums and multiples, assuming no change in discountrates, would result in a significantly higher (lower) fair value measurement. Significant decreases (increases) in discount rates,assuming no changes in growth rates, control premiums and multiples, would result in a significantly higher (lower) fair valuemeasurement.

Futureimpairment in our reporting units could occur if the estimates used in the income and market approaches change. If our estimatesof profitability in the reporting unit decline, the fair value estimate under the income approach will decline. Additionally,changes in the broader economic environment could cause changes to our estimated discount rates and comparable company valuationindicators, which may impact our estimated fair values. Further, changes in foreign currency exchange rates could increase thecost of services from foreign suppliers, which could reduce reporting unit profitability.

Thereare no material changes in the critical accounting policies set forth in “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations”. Please refer to Note 2 Summary of Significant Accounting Policies of theFinancial Statements for disclosures regarding the critical accounting policies related to our business.

RecentlyIssued Accounting Standards

Ourrecently issued accounting standards are included in Note 2 Summary of Significant Accounting Policies of the Financial Statementsfor disclosures regarding the critical accounting policies related to our business.

BUSINESS

Overview

Weare a fintech enterprise poised to revolutionize the financial landscape through our digital Software-as-a-Service (SaaS) platform.Our mission is to empower merchants by furnishing them with an integrated suite of tools, skills, and solutions that streamlinepayment services, unlocking a realm of secure, online, and fully managed transactions and settlements.

Atthe core of our enterprise lies a sophisticated financial ecosystem, underpinned by a robust technological infrastructure. Thisinfrastructure has been developed with the mission of empowering financial institutions to offer seamless, consolidated experiencesacross diverse verticals encompassing business-to-business, business-to-consumer, and consumer-to-business domains.

Inan era where merchants are leveraging an array of software solutions and digital tools to bolster their competitive edge, ourrole has emerged as a pivotal enabler. The intricate challenge of managing disparate software systems sourced from various providershas become an impediment for merchants of all sizes to seamlessly embrace payments.

Ourcurrent clientele encompasses an array of enterprises and organizations, spanning varied sectors, all with a common objective:to minimize the intricacies and costs associated with fund transfers. We extend our services to online businesses, providing comprehensivesolutions encompassing payment collection, cross-border transactions, FX services, and corporate bank accounts. Notably, we caterto a specific subset of online businesses that grapple with establishing and maintaining physical bank accounts across multipleterritories. This subset includes but not limited to small and medium enterprises (SMEs) and online businesses.

Ourcutting-edge payments platform boasts a comprehensive suite of integrated payment products and services tailored to various channels–beit in-store, online, or through mobile and tablet interfaces. This suite encompasses end-to-end payment processing for an arrayof payment types, merchant acquiring and issuing, diverse methods of mobile and contactless payments, and QR code-based solutions.Complementary software integrations, virtual international bank account numbers (IBAN), integrated mobile point-of-sale (POS)solutions, risk management tools, and robust reporting and analytics capabilities augment our platform’s offerings.

Ourpayment services seamlessly integrate e-money remittance solutions within the global marketplace, spanning open banking and creditcard processing to wire transfers. Our SaaS model empowers clients to focus on their core operations and sales while we handlethe intricate aspects of payment processing. This streamlined approach facilitates efficient onboarding, elevates customer retention,and cultivates new revenue streams.

Ourvision transcends boundaries as we aspire to cement our position as a global leader in the payments and banking sphere. Our team,comprising seasoned experts across operations, technology, sales, legal, compliance, and more, forms the backbone of our enterprise.

Thecrux of our vision lies in simplifying and automating global fund transfers while upholding the highest standards of security.We endeavor to furnish merchants with an all-encompassing Merchant Payment Ecosystem (MPE), a unified platform catering to theirdiverse payment needs.

Ourdiverse merchant base ranges from small to medium-sized enterprises, or SMEs, to large enterprises. While we are rooted in theSaaS framework, our belief in democratizing technology has led us to offer an initial free platform, generating revenue throughvalue-added services. Our revenue streams encompass processing fees based on payment volumes, a hybrid model featuring fixed transactionfees and monthly charges, and diverse layers that allow us to cross-sell services and nurture lasting client relationships.

Inthe competitive landscape, our distinct layers constitute the heart of our approach, underpinned by a commitment to exemplarycustomer service. We understand the nuanced needs of various merchants and have meticulously curated layers tailored to theirrequirements, including cutting-edge technology, diverse payment processing and integrated banking. These layers collectivelyform the bedrock of our operations, fostering seamless merchant experiences and propelling us to the forefront of the industry.

Aswe chart our course, we stand poised to not only cater to our diverse clientele but to exceed their expectations. Our pursuitof excellence remains unwavering as we continue to innovate, expand our offerings, and forge new partnerships to reshape the paymentsand banking landscape.

Rangeof Services

Ourcomprehensive suite of services is carefully tailored across six strategic business areas, each designed to cater to the distinctneeds of our diverse clientele. These business areas represent the core of our operations, enabling us to offer a seamless andintegrated payment ecosystem to merchants worldwide.

Withinthese strategic business areas, we have structured three distinct service layers, all seamlessly integrated within a single platform.This holistic approach empowers merchants to expand their operational horizons, fueling their growth within a unified paymentecosystem.

FintechDigital Solution Limited is a software technology provider combining hundreds of payment providers and payment methods under oneplatform. In response to updated regulatory compliance mandates from the United Kingdom, potentially impacting our operationsas of December 2023, our management has opted to discontinue the EMD agency service. However, our management team remains committedto collaborating with various firms across multiple jurisdictions where regulatory licenses or registrations are essential forour operations. We are actively engaging with licensed and regulated entities on a referral basis to ensure seamless continuityof our services including Business Accounts, SEPA & SWIFT Payments and Foreign Exchange (FX) Conversion services and maintainingour commitment to delivering reliable payment solutions without any interruption.

IntegratedSolutions and Advanced Capabilities

OurMerchant Payment Ecosystem (MPE) is grounded in rigorous Know-Your-Customer (KYC) protocols and fortified by robust fraud andrisk management tools. Certified compliance with the European Union’s General Data Protection Regulation (GDPR) underscores ourcommitment to safeguarding sensitive data. Operating at the nexus of multiple currencies and nations, we seamlessly facilitatepayment services, encompassing transactions, payouts, and settlements.

Ourethos is rooted in agility and innovation, with a steadfast dedication to swift and precise operations. Our service portfolioextends across the entire end-to-end payment continuum, spanning clients, merchants, PSP providers, affiliates/partners, and harmoniousintegration with acquiring banks and solution providers. This inclusive approach ensures seamless interactions across the globalpayments landscape.

Poweredby our cutting-edge technology and advanced payment solutions, businesses can manifest their service visions without being constrainedby the intricacies of payment plan budgeting. Our meticulously designed layers cater to diverse merchant needs, ensuring a tailoredfit for every scenario. The FintechCashier onboarding engine serves as a discerning guide, meticulously analyzing applicationsand seamlessly aligning merchants with the most pertinent service layer or offering.

Ourpayment ecosystem comprises essential components that collaborate seamlessly to facilitate secure and efficient electronic transactions.These integral elements collectively underpin businesses’ ability to accept and process electronic payments from customers. Whetherprovided by a Payment Services Provider (PSP) as an integrated solution or crafted in-house by merchants, these components areessential building blocks within the payment landscape:

Collectively,these interwoven elements coalesce to form the foundation of an efficient and secure payment stack. This stack can be seamlesslydelivered as a comprehensive solution by a PSP or meticulously assembled in-house by merchants, utilizing an assortment of specializedtools. Embracing these core components empowers businesses to confidently engage in electronic payment processing, enhancing theircapacity to provide exceptional service while maintaining robust security measures.

Thesepivotal layers form the cornerstone of FintechCashier’s holistic approach, aimed at harnessing the full potential of the market.By offering a comprehensive spectrum of efficient payment services, we empower our customers with a range of benefits, including:

Ourcompetitive edge as a comprehensive payment hub eliminates the need for customers to seek disparate service providers. We caterto every facet of merchants’ payment solution requirements, providing an encompassing gateway to manage operations and relationships.Services like KYC and AML compliance, customer relationship management (CRM), transaction monitoring, and comprehensive reportingstand testament to our commitment to ensuring seamless, secure, and efficient payment solutions for merchants across diverse industries.

DiverseCustomer Base

Wecater to a wide array of customers, embracing:

Instark contrast to relying on a handful of major customers for our revenue stream, our approach emphasizes a diverse customer portfolio.This strategic stance fortifies our stability and resilience in the market, safeguarding against over-dependence on any singleclient.

OperationalExcellence and Support Services

Ouroperational infrastructure is meticulously crafted to deliver unparalleled customer experiences across the entire payment ecosystem.Our suite of operations and support services encompasses:

BusinessStrategy and Revenue Generation

Overthe forthcoming five years, Fintech Scion and its subsidiaries are resolutely committed to expanding market presence and becominga preeminent force in the SaaS realm and a global in payment solutions. This entails broadening our current array of servicesand licenses to establish an even more extensive and comprehensive payment ecosystem.

Apivotal facet of this strategy involves strategic acquisitions and investments within the payment landscape. This approach, asenvisioned by our directors, will foster rapid revenue growth while maintaining prudent control over operating costs.

Ouroverarching strategy encompasses the following elements:

Ourbusiness cases are compelling, with clear value propositions for various segments:

ValueAddition to Customers

Weaugment the value for our customers in the following ways:

MarketingApproach

Ourmarketing initiatives encompass a diverse range of channels, ensuring broad and effective outreach:

IndustryOpportunity

Webelieve the fintech industry is attractive for a number of reasons:

BroadUniverse of Potential Targets: The total global fintech market attained a value of more than $140 billion in 2023, and expectedto grow at a CAGR of 12% to reach over $270 billion by 2027⁽²⁾.

MarketOpportunity

Bytargeting three different layers within the payment space, FintechCashier expands its reach acrossmultiple layers in the payment space, unlocking substantial potential instead of confining itself to a single market. This approachminimizes the necessity to compete for a dominant market share within any specific layer, opting instead to pursue smaller marketshares across multiple layers, thereby fostering opportunities for growth.

Theglobal digital payment market is estimated to reach $361.30 billion by 2030 with a CAGR of 20.5% according to a September 2022report published by Grand View Research, Inc.

Theglobal cashless transactions are likely to foresee significant growth amid the usage and preference for cashless transactionsand by 2025, a growth of 1.9 trillion transactions is estimated.

Accentureconducted a research study that shows transactions worth US$7 trillion is expected to shift from cash to card and other digitalpayments by 2023 and grow to US$48 trillion by 2030.

TheCOVID-19 pandemic brought a positive impact to the digital payment market with an increase in online shopping and the fear ofvirus transmission through physical monetary transactions.

Thekey market trends include:

Totake advantage of this trend, merchants worldwide are actively pursuing international expansion, thereby increasing their demandfor seamless payment processing across diverse methods and channels within intricate and fragmented payment ecosystems.

In general, FinTech-as-a-Service (FaaS), or financialtechnology offered as a service offers a wide range of opportunities to provide solutions to enhance financial technology as a whole.In the evolving fintech landscape, FaaS provides numerous benefits including its adaptability, cost-savings and efficiency gains thatmake its use a strategic choice for financial and non-financial companies alike. Using FaaS, financial and non-financial companies canautomate their financial processes and offer customers hassle-free access to credit and services.

‍FaaSautomates financial processes and makes them efficient, eliminates cumbersome paperwork, and reduces human intervention. Roboticautomation frees up working hours for more valuable tasks. The result—streamlined workflows, thorough document analyses,and quick results. By integrating FaaS, companies can significantly reduce the turnaround time for the entire financial processand improve customer experience.

‍GlobalMarket Reports published by the business research company suggest that the global financial services market will grow from $2.25trillion in 2021 to $2.85 trillion in 2025 (CAGR 6%).

‍FinTech-as-a-Service(FaaS) exhibits immense growth potential and is gaining considerable traction. By harmonizing traditional and modern elementsand bridging the divide between legacy systems and cutting-edge technology, FaaS provides insights into the evolution of the hybridfuture. Furthermore, as businesses strive to enhance financial operations, minimize manual intervention, and enhance personalization,FaaS is poised for rapid and enduring adoption across financial and non-financial sectors in the foreseeable future.

Bytargeting three different layers within the payment space, we have positioned ourselves in not one, but several markets simultaneouslythereby creating a huge potential. As such there is less need to compete for a larger market share in any one layer, but rathercompete in many layers with opportunities to grow.

Theabove estimations result in FintechCashier’s current market opportunity comprising of up to approximately $248.9 billionthroughout the three layers.

SaaSis gaining attention and leveraging modern technology to aid multiple industry segments, including lending, credit, and payments,in resolving long-standing challenges. Businesses are increasingly turning to SaaS to optimize their processes and increase efficiency.Customer satisfaction and customer retention are two compelling reasons why numerous companies are now adopting SaaS. Legal complianceand optimal security mechanisms are additional benefits. Using SaaS, financial and non-financial companies can automate theirfinancial processes and offer customers hassle-free access to credit and services.

SaaSautomates financial processes and makes them efficient, eliminates cumbersome paperwork, and reduces human intervention. Roboticautomation frees up working hours for more valuable tasks. The result—streamlined workflows, thorough document analyses,and quick results. By integrating SaaS, companies can significantly reduce the turnaround time for the entire financial processand improve customer experience.

Ina report entitled Analyzing the Rapid Growth of Fintech-as-a-Service (FaaS) published by Prove suggest that the globalfinancial services market will grow from $2.25 trillion in 2021 to $2.85 trillion in 2025 (CAGR 6%)

SaaShas tremendous potential for growth and is finding many takers. Bringing together the old and the new and bridging the gap betweenlegacy structures and next-generation technology, SaaS hints at how the hybrid new world will develop going ahead. Moreover, withcompanies keen on improving financial processes, reducing human intervention, and increasing personalization, SaaS is likely tosee quick and sustained adoption by financial and non-financial companies in the years to come.

AcquisitionStrategy

Weintend to acquire one or more high-quality businesses that can generate attractive, risk-adjusted returns for shareholders. Tothat end, our acquisition and value creation strategy is to identify, acquire and, after our initial business combination, enhancethe growth of a company in the fintech industry that complements our experience and expertise.

Webelieve that the following value propositions will allow us to source businesses which will not only bring value to us but alsobring transformative change and exponential growth to them :

FintechScion will actively pursue mergers and acquisitions to elevate the performance of our portfolio businesses. Our primary aim isto drive their growth by expanding their size, capabilities, and market presence in their respective industries. These strategicinitiatives are designed to unlock synergies and enhance overall performance. Furthermore, we will allocate resources to developscalable platforms that empower our portfolio businesses, enabling them to achieve accelerated growth.

CompetitiveStrengths

FintechCashiercompetes with a range of providers, each of whom may provide a component of our offering, but do not provide an integrated offeringcapable of solving complex business challenges for software partners and merchants. For certain services and solutions, includingend-to-end payments, we compete with third-party payment processors and integrated payment providers.

Thecompetitive landscape across the three layers are shown in the table

Webelieve our market opportunity is demonstrated by a number of recent transactions completed by our competitors throughout thethree layers outlined above. With respect to the technical layer, in a December 2021 Series E funding round, Mambu raised $265.7million, for a company valuation of $5.4 billion post-money. With respect to the banking layer, Revolut, a competitor on our bankinglayer, cites a $33 billion market cap, while Marqueta, our competitor in the issuing layer is valued today at nearly $3.7 billion.

Unlikemany players in the market FintechCashier is not exclusively focused on payments. By targeting different layers, it can providefull solutions for customers covering all their payment needs.

Combiningall layers under one platform, FintechCashier solution creates a greater market opportunity and potential for increasing marketpenetration.

Thefollowing direct competitors have been identified:

FintechCashierbelieves it can compete with these and other providers in the industry by virtue of:

Employees

Asof the date of this prospectus, we have approximately 23 full-time employees who work primarily in onboarding, compliance andoperation. We have employment contracts with all of our full-time employees. We are not a party to any collective bargaining agreements,and we believe that we maintain good relations with our employees.

IntellectualProperty

Werely on a combination of trademark, domain names and trade secret laws, as well as employee and third-party nondisclosure, confidentialityand other types of contractual arrangements to establish, maintain and enforce our intellectual property rights, including withrespect to our proprietary rights related to our products and services. In addition, we use service platform technology, havean exclusive distribution technology license and license technology from third parties.

Asof the date of this prospectus, we own rights to domains (fintechcashier.com, fintechcashier.co.uk, hwgc.tech, hwgcash.kz, hwggcapital.comand hwgcash.com) and trade names (FintechCashier) and their respective logos. In addition, we own a portfolio of trademarks inmultiple jurisdictions around the world and have registered our primary trademark, FintechCashier.

Wedo not own any patents. FintechCashier Asia P.L.C., our wholly-owned subsidiary, owns licenses in connection with our Money BrokingBusiness and Payment Operator Business.

Properties

Ourcorporate headquarters, which include the majority of our product development, sales, marketing, and business operations, is locatedat M Floor & 1st Floor, No. 33, Jalan Maharajalela, 50150, Kuala Lumpur, Malaysia, supported by our United Kingdom branchlocated at 2 Portman Street, W1H 6DU, London, United Kingdom and Asian branch located at Lot 2-15, Labuan Time Square, Jalan Merdeka,87007, Federal Territory of Labuan, Malaysia. Both properties are leased on a rolling contract basis. We believe this to be sufficientto meet our needs for the foreseeable future and that any additional space we may require will be available on commercially reasonableterms.

LegalProceedings

Weare not a party to existing or pending material legal proceedings against us, and we have no knowledge of any threatened litigation,nor are we involved as a plaintiff in any proceeding or pending litigation. There are no proceedings in which any of our directors,officers or any of their respective affiliates, or any beneficial shareholder, is an adverse party or has a material interestadverse to our interest.

GovernmentRegulations

Variousaspects of our business and service areas are subject to U.S. federal, state, and local regulation, as well as regulation outsidethe U.S., as more fully described below. As we continue to expand our business globally, we will become subject to more governmentregulation in new markets.

TheDodd-Frank Act

InJuly 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“the Dodd-Frank Act”) was signedinto law in the U.S. The Dodd-Frank Act has resulted in significant structural and other changes to the regulation of the financialservices industry. Among other things, Title X of the Dodd-Frank Act established the Consumer Financial Protection Bureau (“CFPB”)to regulate consumer financial products and services (including some offered by our partners). The CFPB may also have authorityover us as a provider of services to regulated financial institutions in connection with consumer financial products.

Separately,the Dodd-Frank Act directed the Federal Reserve to regulate debit interchange transaction fees that a card issuer or payment networkreceives or charges for an electronic debit transaction. Pursuant to the Dodd-Frank Act, debit interchange transaction fees mustbe “reasonable and proportional” to the cost incurred by the card issuer in authorizing, clearing, and settling thetransaction. Pursuant to the regulations promulgated by the Federal Reserve implementing this “reasonable and proportional”requirement, debit interchange rates for card issuers operating in the U.S. with assets of $10 billion or more are capped at thesum of $0.21 per transaction and an ad valorem component of 5 basis points (multiplied by the value of the transaction) to reflecta portion of the issuer’s fraud losses plus, for qualifying issuers, an additional $0.01 per transaction in debit interchangefor fraud prevention costs. In addition, the regulations contain non-exclusivity provisions that ban debit card networks fromprohibiting an issuer from contracting with any other card network that may process an electronic debit transaction involvingan issuer’s debit cards and prohibit card issuers and card networks from inhibiting the ability of merchants to direct therouting of debit card transactions over any network that can process the transaction.

OnNovember 14, 2023, the Federal Reserve issued a notice of proposed rulemaking, pursuant to which the Federal Reserve proposesto update certain interchange rates for card issuers operating in the U.S. with assets of $10 billion or more. Under the proposedrule, the base component would decrease from $0.21 per transaction to $0.144 per transaction, the ad valorem component would decreasefrom 5 basis points (multiplied by the value of the transaction) to 4.0 basis points (multiplied by the value of the transaction),and the additional fraud-prevention cost would increase from $0.01 per transaction to $.013 per transaction. Modifications tothe interchange fees permitted could adversely affect our business, financial condition or results of operations. In addition,members of Congress have periodically introduced legislation to reduce credit card interchange, such as The Credit Card CompetitionAct of 2023. If any such legislation is passed, our business, financial condition or results of operations may be adversely affected.

Further,the ability of payment networks to impose certain restrictions are limited because the Dodd-Frank Act allows merchants to setminimum dollar amounts for the acceptance of a credit card (while federal governmental entities and institutions of higher educationmay set maximum amounts for the acceptance of credit cards). Depending on the card network rules, merchants are now also allowedto provide discounts or other incentives to entice consumers to pay with an alternative payment method, such as cash, checks,or debit cards.

TheDodd-Frank Act granted each the CFPB and the Financial Stability Oversight Council authority to determine whether any non-bankfinancial company, such as us, should be supervised by the CFPB or Board of Governors of the Federal Reserve System, respectively.Any new rules or regulations, implemented by the CFPB or the Financial Stability Oversight Council or in connection with the Dodd-FrankAct that are applicable to us, or any changes that are adverse to us resulting from litigation brought by third parties challengingsuch rules and regulations, could increase our cost of doing business or limit permissible activities.

Privacyand information security regulations

We,our partners and certain of our merchants provide services that may be subject to various state, federal, and foreign privacylaws and regulations, including, among others, the Financial Services Modernization Act of 1999, which we refer to as the Gramm-Leach-BlileyAct (“GLBA”), the EU General Data Protection Regulation 2016/679 (“EU GDPR”), the California ConsumerPrivacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (the “CPRA”), the United Kingdom GeneralData Protection Regulation and Data Protection Act 2018 (collectively, the “UK GDPR”), the Personal Information Protectionand Electronic Documents Act in Canada and Israeli privacy laws, in particular in relation to Finaro. These laws and their implementingregulations restrict certain collection, processing, storage, use, and disclosure of personal information, require notice to individualsof privacy practices, and provide individuals with certain rights to prevent use and disclosure of protected information. Theselaws also impose requirements for the safeguarding and proper destruction of personal information through the issuance of datasecurity standards or guidelines. Certain federal, state and foreign laws and regulations impose similar privacy obligations and,in certain circumstances, obligations to notify affected individuals, state officers or other governmental authorities, the media,and consumer reporting agencies, as well as businesses and governmental agencies, of security breaches affecting personal information.In addition, there are state and foreign laws restricting the ability to collect and utilize certain types of information suchas Social Security and driver’s license numbers.

Asa processor of personal data of EU and UK data subjects, we are also subject to regulation and oversight in the applicable EUMember States and United Kingdom with regard to data protection legislation. The EU GDPR and UK GDPR (collectively referred toas the “GDPR”) contains additional obligations on data controllers and data processors that have an establishmentin the EU or UK or are offering goods or services to, or monitoring the behavior of, consumers within the EU or UK. The GDPR includessignificant enhancements with regard to the rights of data subjects (which include the right to be forgotten and the right ofdata portability), stricter regulation on obtaining consent to processing of personal data and sensitive personal data, stricterobligations with regard to the information to be included in privacy notices and significant enhanced requirements with regardto compliance, including a regime of “accountability” for processors and controllers and a requirement to embed compliancewith GDPR into the fabric of an organization by developing appropriate policies and practices, to achieve a standard of data protectionby “design and default.” The GDPR includes enhanced data security obligations, requiring data processors and controllersto take appropriate technical and organizational measures to protect the data they process and their systems. Organizations thatprocess significant amounts of data may be required to appoint a Data Protection Officer responsible for reporting to highestlevel of management within the business. There are greatly enhanced sanctions under GDPR for failing to comply, and penaltiesfor certain breaches are up to the greater of EUR 20 million/ GBP 17.5 million or 4% of our global annual turnover. We are alsosubject to evolving EU and UK privacy laws on cookies, tracking technologies and e-marketing. The Bank is also subject to theBanking Act, Chapter 371 of the laws of Malta, and all subsidiary regulation as well as any banking rules issued by the MaltaFinancial Services Authority as the competent authority.

PersonalData Protection Act 2010 and Personal Data Protection Regulations 2013

ThePersonal Data Protection Act 2010 (PDPA) pertains to the legislation and rules governing data privacy and the safeguarding ofpersonal data. Under the PDPA, it is generally mandated that an individual’s consent is required for the processing anddisclosure of their personal data, unless specified otherwise in the provisions of the PDPA. The term “processing”has a broad definition, encompassing activities such as collecting, recording, retaining, or storing personal data, as well ascarrying out any operation or series of operations involving personal data, including the following:

ThePersonal Data Protection Regulations of 2013 stipulate that consent must be obtained for the processing of personal data, regardlessof the form in which it can be accurately recorded and maintained by the data user.

Datausers have an obligation to provide written notice regarding the processing of personal data. This notice should include variousdetails such as a description of the personal data being processed, the purpose for which it is being processed, the source ofthe data, the recipients to whom it may be disclosed, whether providing the personal data is mandatory or voluntary, the individual’srights to access and correct their personal data, and the options available to limit the processing of the data. The notice mustbe provided in both English and the national language of Bahasa Malaysia.

Unfairtrade practice regulations

We,our partners and certain of our merchants are subject to various federal, state, and international laws prohibiting unfair ordeceptive trade practices, such as Section 5 of the Federal Trade Commission Act and the prohibition against unfair, deceptive,or abusive acts or practices (“UDAAPs”) under the Dodd-Frank Act, and prohibiting misrepresentations and other activitiesrelated to telemarketing, such as the Telemarketing Sales Act. Various regulatory agencies, including the Federal Trade Commission(“FTC”) and state attorneys general, have authority to take action against parties that engage in unfair or deceptivetrade practices or violate other laws, rules, and regulations, and to the extent we are processing payments for a client thatmay be in violation of laws, rules, and regulations, we may be subject to enforcement actions and incur losses and liabilitiesthat may impact our business. For example, all persons offering or providing financial services or products to consumers, directlyor indirectly, can be subject to the prohibition against UDAAPs. The CFPB has enforcement authority to prevent an entity thatoffers or provides consumer financial services or products or a service provider from committing or engaging in UDAAPs, includingthe ability to engage in joint investigations with other agencies, issue subpoenas and civil investigative demands, conduct hearingsand adjudication proceedings, commence a civil action, grant relief (e.g., limit activities or functions; rescission of contracts),and refer matters for criminal proceedings.

Anti-moneylaundering, anti-bribery, sanctions, and counter-terrorist regulations

Weare contractually required to comply with the anti-money laundering laws and regulations in certain countries. In the U.S., wecomply with certain provisions of the Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001, and its implementing regulations(collectively “the BSA”) which are enforced by the Financial Crimes Enforcement Network, a bureau of the U.S. Departmentof the Treasury and the U.S. Department of Justice. The Bank is also required to comply with the anti-money laundering law andregulations applicable in the EU as transposed into Maltese by virtue of the Prevention of Money Laundering Act, Chapter 373 ofthe laws of Malta and all subsidiary legislation emanating from it. We are also subject to anti-corruption laws and regulations,including the U.S. Foreign Corrupt Practices Act (“FCPA”) and other laws, that prohibit the making or offering ofimproper payments to foreign government officials and political figures and includes anti-bribery provisions enforced by the Departmentof Justice and accounting provisions enforced by the SEC. The FCPA has a broad reach and requires maintenance of appropriate recordsand adequate internal controls to prevent and detect possible FCPA violations. Many other jurisdictions where we conduct businessalso have similar anticorruption laws and regulations. We have policies, procedures, systems, and controls designed to identifyand address potentially impermissible transactions under such laws and regulations.

Weare also subject to certain economic and trade sanctions programs that are administered by the Department of Treasury’sOffice of Foreign Assets Control (“OFAC”), which prohibit or restrict transactions to or from, or dealings with, specifiedcountries, their governments, and in certain circumstances, their nationals, and with individuals and entities that are specially-designatednationals of those countries, narcotics traffickers, and terrorists or terrorist organizations. Other group entities may be subjectto additional local sanctions requirements in other relevant jurisdictions. We have policies, procedures, systems, and controlsdesigned to identify and address compliance with sanctions programs.

Similaranti-money laundering, counter-terrorist financing, and proceeds of crime laws apply to movements of currency and payments throughelectronic transactions. These laws also apply to dealings with persons specified in the lists of OFAC-like organizations of severalother countries, and require specific data retention obligations to be observed by intermediaries in the payment process. Ourbusinesses in those jurisdictions are subject to those data retention obligations.

MANAGEMENT

Thefollowing table sets forth, as of the date of this prospectus, the names and ages of the current Board of Directors of the Company,our executive officers and the principal offices and positions held by each person.

LimChun Hoo (Mr. Lim) has been Director of our Company since November 21, 2022 and was appointed as Chief Executive Officerof the Company on December 27, 2023. Mr. Lim had previously served as our CFO since February 23, 2023. He is the director of FintechCashierAsia P.L.C. (formally known as HWGG Capital P.L.C.) (“FintechAsia”), a wholly-owned subsidiary of the Company. FromMay, 2020 to April, 2022, he served as a director in an investment bank company, HWG Digital Investment Bank (Malaysia) P.L.C.From November, 2020 to August, 2022, he served as a director under Fintech Bank Limited. He also served as a director of Ho WahGenting Holiday Sdn Bhd from November, 2014 until October, 2021. From August, 2013 to May, 2014, he was Senior Share InvestmentExecutive at Public Bank Berhad. In August, 2010, he joined PT Ho Wah Genting, Indonesia as a business analyst, and served asan assistant of vice president from December, 2011 until August, 2013. Mr. Lim received a Bachelor of Arts (Honors) in Financeand Investment Management from the University of Northumbria, Newcastle-upon-Tyne, United Kingdom in 2010. Mr. Lim has 6 yearsof experience in the global fintech industry, especially in the Asia. His experience in the organizational development, businessoperations, financial and corporate exercise serve as his main contribution to the company’s operation. He is qualifiedas a director of our Company.

ColinEllis (Mr. Ellis) has been a Director of our Company since February 23, 2023 and was appointed Chief Financial Officerof the Company on December 27, 2023. He is the Senior Partner of Anstey Bond LLP, a London firm of chartered accountants, whichhe founded in January 2011. Mr. Ellis has a well-developed background in international corporate finance, having served as Auditorand Advisor to UK companies listed on the London Stock Exchange and Alternative Investment Market (AIM), along with other juniormarket-listed public companies, including entities in the Mining and Innovation Technology sectors. Mr. Ellis holds several directorshipsand provides financial knowledge for a range of companies, from startups to public companies. We believe that Mr. Ellis’35 years of experience in the international finance industry have enabled Mr. Ellis to develop a sound knowledge of running bothUK-based and international companies and qualifies him as a director of our Company.

RichardBerman (Mr. Berman) has been a Director of our Company since February 23, 2023 and serves as Chairman of the Audit Committee.Mr. Berman’s business career spans over 40 years of venture capital, senior management and merger & acquisitions experience.Mr. Berman has served as a director and/or officer of over a dozen public and private companies. From 2006 to 2011, he was Chairman ofNational Investment Managers, a company with $12 billion in pension administration assets. Mr. Berman is currently a director of sixpublicly traded companies: Sidus Space, Inc. (NASDAQ: SIDU), Cryoport, Inc., Comsovereign Holding Corp., BioVie, Inc., Context TherapeuticsInc. (where he is Chairman) and Genius Group Limited. Mr. Berman also serves as Audit Committee Chairman for Cryoport Inc., Biovie Inc.and Genius Group Limited. Mr. Berman also served as a director of Cuentas, Inc. from 2018 through 2022. Over the last decade he has servedon the board of six companies that have reached over $1 billion in market capitalization–Cryoport, Advaxis, EXIDE, Internet CommerceCorporation, Strategic Funding Source, Inc. (Kapitus) and Ontrak (Catasys). Previously, Mr. Berman worked at Goldman Sachs; was SeniorVice President of Bankers Trust Company, where he started the M&A and Leveraged Buyout Departments; created the largest battery companyin the world in the 1980’s by merging Prestolite, General Battery and Exide to form Exide Technologies (XIDE); helped to createwhat is now Soho (NYC) by developing five buildings; and advised on over $4 billion of M&A transactions. He is a past Director ofthe Stern School of Business of NYU where he obtained his BS and MBA. He also has U.S. and foreign law degrees from Boston College andThe Hague Academy of International Law, respectively. Mr. Berman’s financial and business expertise, including his background inbiotechnology, international management and banking, and his extensive experience as a director in the public company context makes himwell-qualified to serve as a member of our Board of Directors.

FamilyRelationships

Thereare no other family relationships among any of our officers or directors.

Involvementin Certain Legal Proceedings

Tothe best of our knowledge, during the past ten years, none of the following occurred with respect to our present or former director,executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a generalpartner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction ina criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);(3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competentjurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any typeof business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), theSEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgmenthas not been reversed, suspended or vacated.

DirectorIndependence

Priorto the consummation of this offering, our board of directors undertook a review of the independence of our directors and consideredwhether any director has a relationship with us that could compromise that director’s ability to exercise independent judgmentin carrying out that director’s responsibilities. Our board of directors has affirmatively determined that [          ], [          ]and [      ] are each an “independent director,” as defined under Nasdaq rules.

Boardof Directors Meetings and Committees

OurBoard of Directors will establish an audit committee and is expected to appoint a nominating and corporate governance committeeand a compensation committee prior to the completion of this offering. Each of these committees is expected to be governed bya charter that will be available on our website following the completion of this offering.

AuditCommittee

Ouraudit committee will be responsible for, among other things:

Uponthe consummation of this offering, our audit committee will consist of [      ], [          ] and Richard Berman, with Richard Bermanserving as chair. Our board of directors has affirmatively determined that [      ], [          ] and Richard Berman each meet the definitionof “independent director” under Nasdaq rules, and that they meet the independence standards under Rule 10A-3. Eachmember of our audit committee meets the financial literacy requirements of Nasdaq. In addition, our board of directors has determinedthat Richard Berman will qualify as an “audit committee financial expert,” as such term is defined in Item 407(d)(5)of Regulation S-K. Our board of directors will adopt a written charter for the audit committee, which will be available on ourprincipal corporate website at www.fintechcashier.com concurrently with the consummation of this offering.

CompensationCommittee

Ourcompensation committee will be responsible for, among other things:

Uponthe consummation of this offering, our compensation committee will consist of [      ], [          ] and [      ], with [               ] serving aschair. Our board has determined that [          ], [          ] and [      ] are each independent directors under Nasdaq rules. Our board ofdirectors will adopt a written charter for the compensation committee, which will be available on our principal corporate websiteconcurrently with the consummation of this offering.

Nominatingand Corporate Governance Committee

Ournominating and corporate governance committee will be responsible for, among other things:

Uponthe consummation of this offering, our nominating and corporate governance committee will consist of [                    ], [          ] and [      ],with [    ] serving as chair. Our board has determined that [      ], [          ] and [     ] are each independent directors under Nasdaqrules. Our board of directors will adopt a written charter for the nominating and governance committee, which will be availableon our principal corporate website concurrently with the consummation of this offering.

Codeof Ethics

Weanticipate adopting a formal Code of Business Conduct and Ethics applicable to all Board members, officers and employees priorto the completion of this offering. Our Code of Business Conduct and Ethics is expected to be available on our website at www.fintechcashier.com.

Acopy of our Code of Business Conduct and Ethics may be obtained without charge upon written request to Secretary, Fintech ScionLimited, M Floor & 1st Floor, No. 33, Jalan Maharajalela, 50150, Kuala Lumpur, Malaysia. If we make any substantive amendmentsto our Code of Business Conduct and Ethics or grant any waiver from a provision of the Code of Business Conduct and Ethics toany executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website, www.fintechcashier.com,and/or in our public filings with the SEC.

EXECUTIVECOMPENSATION

SummaryCompensation Table

Thefollowing table contains compensation information for our executive officers for the years ended December 31, 2023 and 2022:

EmploymentAgreements

None.

OutstandingEquity Awards as of December 31, 2023

OnJanuary 6, 2017 and March 21, 2017, the Company issued 310,029,000 shares of our Common Stock under 2016 Equity Incentive Plan(the “2016 Plan”). After effectuating a 1:100 reverse stock split in June 2017 and a 1:10 reverse stock split in March2022, the issued and outstanding shares under the 2016 Plan were 310,029. Upon the effectiveness of the 1-for-10 reverse split,the issued and outstanding shares under the 2016 Plan will be 31,003 shares.

Securitiesauthorized for issuance under equity compensation plans

Thefollowing table provides information relating to our equity compensation plans as of December 31, 2023.

DirectorCompensation

TheCompany accrued or paid compensation to its directors for serving in such capacity, as shown in the table below.

⁽¹⁾The $24,000 was the consultancy fee payable by the Company to Mr. Ellis for the year ended December 31, 2023. 

⁽²⁾Mr. Berman shall receive a salary of $10,000 a month as independent director of the Company for year 2024. Upon the successfuluplisting to Nasdaq, Mr. Berman, shall be rewarded with up to a maximum of 1% of shares of our common stock. The number of sharesto be issued shall be calculated based on the market share price (as stated on Nasdaq) on the first closing date in which sharesof our common stock are successfully listed on Nasdaq.

2023Omnibus Equity Incentive Plan

Ourboard of directors and stockholders approved the 2023 Omnibus Equity Incentive Plan (the “2023 Plan”) on November16, 2023, under which we may grant equity incentive awards in order to attract, motivate and retain the talent who are expectedto make important contributions to the Company. The material terms for the 2023 Plan are summarized below.

Typesof Awards. The 2023 Plan provides for the issuance of incentive stock options, non-statutory stock options, stock appreciationrights (“SARs”), restricted stock, restricted stock units (“RSUs”), and other stock-based awards. Itemsdescribed above in the Section called “Shares Available; Certain Limitations” are incorporated herein by reference.

Administration.The 2023 Plan will be administered by the Board, or if the Board does not administer the 2023 Plan, any committee of the Boardor any other committee or subcommittee of the Board that complies with the applicable requirements of Section 16 of the SecuritiesExchange Act of 1934 (“Exchange Act”), as amended from time to time, and any other applicable legal or stock exchangelisting requirements (each of the Board, or such committee or such subcommittee, the “plan administrator”). The planadministrator may interpret the 2023 Plan and may prescribe, amend and rescind rules and make all other determinations necessaryor desirable for the administration of the 2023 Plan.

The2023 Plan permits the plan administrator to select the eligible recipients who will receive awards, to determine the terms andconditions of those awards, including, but not limited to, the exercise price or other purchase price of an award, the numberof shares of common stock or cash or other property subject to an award, the term of an award and the vesting schedule applicableto an award, and to amend the terms and conditions of outstanding awards.

RestrictedStock and Restricted Stock Units. Restricted stock and RSUs may be granted under the 2023 Plan. The plan administrator willdetermine the purchase price, vesting schedule and performance goals, if any, and any other conditions that apply to a grant ofrestricted stock and RSUs. If the restrictions, performance goals or other conditions determined by the plan administrator arenot satisfied, the restricted stock and RSUs will be forfeited. Subject to the provisions of the 2023 Plan and the applicableaward agreement, the plan administrator has the sole discretion to provide for the lapse of restrictions in installments.

Unlessthe applicable award agreement provides otherwise, participants with restricted stock will generally have all of the rights ofa stockholder; provided that dividends will only be paid if and when the underlying restricted stock vests. RSUs will not be entitledto dividends prior to vesting, but may be entitled to receive dividend equivalents if the award agreement provides for them. Therights of participants granted restricted stock or RSUs upon the termination of employment or service to us will be set forthin the award agreement.

Options.Incentive stock options and non-statutory stock options may be granted under the 2023 Plan. An “incentive stock option”means an option intended to qualify for tax treatment applicable to incentive stock options under Section 422 of the InternalRevenue Code of 1986, as amended (“Code”). A “non-statutory stock option” is an option that is not subjectto statutory requirements and limitations required for certain tax advantages that are allowed under specific provisions of theCode. A non-statutory stock option under the 2023 Plan is referred to for federal income tax purposes as a “nonqualified”stock option. Each option granted under the 2023 Plan will be designated as a nonqualified stock option or an incentive stockoption. At the discretion of the plan administrator, incentive stock options may be granted only to our employees, employees ofour “parent corporation” (as such term is defined in Section 424(e) of the Code) or employees of our subsidiaries.

Theexercise period of an option may not exceed ten years from the date of grant and the exercise price may not be less than 100%of the fair market value of a share of common stock on the date the option is granted (110% of fair market value in the case ofincentive stock options granted to ten percent (10%) shareholders). The exercise price for shares of common stock subject to anoption may be paid in cash, or as determined by the plan administrator in its sole discretion, (i) through any cashless exerciseprocedure approved by the plan administrator (including the withholding of shares of common stock otherwise issuable upon exercise),(ii) by tendering unrestricted shares of common stock owned by the participant, (iii) with any other form of consideration approvedby the plan administrator and permitted by applicable law or (iv) by any combination of these methods. The option holder willhave no rights to dividends or distributions or other rights of a stockholder with respect to the shares of the Company’scommon stock subject to an option until the option holder has given written notice of exercise and paid the exercise price andapplicable withholding taxes.

Inthe event of a participant’s termination of employment or service, the participant may exercise his or her option (to theextent vested as of such date of termination) for such period of time as specified in his or her option agreement.

StockAppreciation Rights.

SARsmay be granted either alone (a “Free-Standing SAR”) or in conjunction with all or part of any option granted underthe 2023 Plan (a “Related Right”). A Free-Standing SAR will entitle its holder to receive, at the time of exercise,an amount per share up to the excess of the fair market value (at the date of exercise) of a share of common stock over the baseprice of the Free-Standing SAR (which shall be no less than 100% of the fair market value of the related shares of common stockon the date of grant) multiplied by the number of shares in respect of which the SAR is being exercised. A Related Right willentitle its holder to receive, at the time of exercise of the SAR and surrender of the applicable portion of the related option,an amount per share up to the excess of the fair market value (at the date of exercise) of a share of common stock over the exerciseprice of the related option multiplied by the number of shares in respect of which the SAR is being exercised. The exercise periodof a Free-Standing SAR may not exceed ten years from the date of grant. The exercise period of a Related Right will also expireupon the expiration of its related option.

Theholder of a SAR will have no rights to dividends or any other rights of a shareholder with respect to the shares of the Company’scommon stock subject to the SAR until the holder has given written notice of exercise and paid the exercise price and applicablewithholding taxes.

Inthe event of a participant’s termination of employment or service, the holder of a SAR may exercise his or her SAR (to theextent vested as of such date of termination) for such period of time as specified in his or her SAR agreement.

OtherStock-Based Awards. The plan administrator may grant other stock-based awards under the 2023 Plan, valued in whole or in partby reference to, or otherwise based on, shares of common stock. The plan administrator will determine the terms and conditionsof these awards, including the number of shares of common stock to be granted pursuant to each award, the manner in which theaward will be settled, and the conditions to the vesting and payment of the award (including the achievement of performance goals).The rights of participants granted other stock-based awards upon the termination of employment or service to us will be set forthin the applicable award agreement. In the event that a bonus is granted in the form of shares of common stock, the shares of commonstock constituting such bonus shall, as determined by the plan administrator, be evidenced in uncertificated form or by a bookentry record or a certificate issued in the name of the participant to whom such grant was made and delivered to such participantas soon as practicable after the date on which such bonus is payable. Any dividend or dividend equivalent award issued under the2023 Plan shall be subject to the same restrictions, conditions and risks of forfeiture as apply to the underlying award.

EquitableAdjustment and Treatment of Outstanding Awards Upon a Change in Control

EquitableAdjustments. In the event of a merger, consolidation, reclassification, recapitalization, spin-off, spin-out, repurchase,reorganization, special or extraordinary dividend or other extraordinary distribution (whether in the form of common shares, cashor other property), combination, exchange of shares, or other change in corporate structure affecting our common stock, an equitablesubstitution or proportionate adjustment shall be made in (i) the aggregate number and kind of securities reserved for issuanceunder the 2023 Plan, (ii) the kind and number of securities subject to, and the exercise price of, any outstanding options andSARs granted under the 2023 Plan, (iii) the kind, number and purchase price of shares of common stock, or the amount of cash oramount or type of property, subject to outstanding restricted stock, RSUs and other stock-based awards granted under the 2023Plan and (iv) the terms and conditions of any outstanding awards (including any applicable performance targets). Equitable substitutionsor adjustments other than those listed above may also be made as determined by the plan administrator. In addition, the plan administratormay terminate all outstanding awards for the payment of cash or in-kind consideration having an aggregate fair market value equalto the excess of the fair market value of the shares of common stock, cash or other property covered by such awards over the aggregateexercise price, if any, of such awards, but if the exercise price of any outstanding award is equal to or greater than the fairmarket value of the shares of common stock, cash or other property covered by such award, the plan administrator may cancel theaward without the payment of any consideration to the participant. With respect to awards subject to foreign laws, adjustmentswill be made in compliance with applicable requirements. Except to the extent determined by the plan administrator, adjustmentsto incentive stock options will be made only to the extent not constituting a “modification” within the meaning ofSection 424(h)(3) of the Code.

Changein Control. The 2023 Plan provides that, unless otherwise determined by the plan administrator and evidenced in an award agreement,employment, services or other agreement, if a “change in control” (as defined below) occurs and a participant is employedby, or otherwise providing services to the Company or any of its affiliates immediately prior to the consummation of the changein control, then the plan administrator, in its sole and absolute discretion, may (i) provide that any unvested or unexercisableportion of an award carrying a right to exercise will become fully vested and exercisable; and (ii) cause the restrictions, deferrallimitations, payment conditions and forfeiture conditions applicable to any award granted under the 2023 Plan to lapse, and theawards will be deemed fully vested and any performance conditions imposed with respect to such awards will be deemed to be fullyachieved at target performance levels. The plan administrator shall have discretion in connection with such change in controlto provide that all outstanding and unexercised options and SARs shall expire upon the consummation of such change in control.

Forpurposes of the 2023 Plan, a “change in control” means, in summary, the occurrence of any of the following events:(i) a person or entity becomes the beneficial owner of more than 50% of our voting power; (ii) an unapproved change in the majoritymembership of our Board; (iii) a merger or consolidation of us or any of our subsidiaries, other than (A) a merger or consolidationthat results in our voting securities continuing to represent 50% or more of the combined voting power of the surviving entityor its parent and our Board immediately prior to the merger or consolidation continuing to represent at least a majority of theBoard of the surviving entity or its parent or (B) a merger or consolidation effected to implement a recapitalization in whichno person is or becomes the beneficial owner of our voting securities representing more than 50% of our combined voting power;or (iv) shareholder approval of a plan of our complete liquidation or dissolution or the consummation of an agreement for thesale or disposition of substantially all of our assets, other than (A) a sale or disposition to an entity, more than 50% of thecombined voting power of which is owned by our shareholders in substantially the same proportions as their ownership of us immediatelyprior to such sale or (B) a sale or disposition to an entity controlled by our Board. However, a change in control will not bedeemed to have occurred as a result of any transaction or series of integrated transactions following which our stockholders,immediately prior thereto, hold immediately afterward the same proportionate equity interests in the entity that owns all or substantiallyall of our assets.

TaxWithholding

Eachparticipant will be required to make arrangements satisfactory to the plan administrator regarding payment of up to the maximumstatutory tax rates in the participant’s applicable jurisdiction with respect to any award granted under the 2023 Plan,as determined by us. We have the right, to the extent permitted by applicable law, to deduct any such taxes from any payment ofany kind otherwise due to the participant. With the approval of the plan administrator, the participant may satisfy the foregoingrequirement by either electing to have us withhold from delivery of shares of common stock, cash or other property, as applicable,or by delivering already owned unrestricted shares of common stock, in each case, having a value not exceeding the applicabletaxes to be withheld and applied to the tax obligations. We may also use any other method of obtaining the necessary payment orproceeds, as permitted by applicable law, to satisfy our withholding obligation with respect to any award.

Amendmentand Termination of the 2023 Plan

The2023 Plan provides our Board with authority to amend, alter or terminate the 2023 Plan, but no such action may impair the rightsof any participant with respect to outstanding awards without the participant’s consent. The plan administrator may amendan award, prospectively or retroactively, but no such amendment may materially impair the rights of any participant without theparticipant’s consent. Shareholder approval of any such action will be obtained if required to comply with applicable law.The 2023 Plan will terminate on the tenth anniversary of the Effective Date (although awards granted before that time will remainoutstanding in accordance with their terms).

Clawback

Ifthe Company is required to prepare a financial restatement due to the Company’s material non-compliance with any financialreporting requirement under the securities law, then the plan administrator may require any Section 10D-1(d) of the Exchange Act“executive officer” to repay or forfeit to us that part of the cash or equity incentive compensation received by thatSection 10D-1(d) executive officer during the preceding three completed fiscal years that the plan administrator determines wasin excess of the amount that such Section 10D-1(d) executive officer would have received had such cash or equity incentive compensationbeen calculated based on the restated amounts reported in the restated financial statement. The plan administrator may take intoaccount any factors it deems reasonable in determining whether to seek recoupment of previously paid cash or equity incentivecompensation and how much of such compensation to recoup from each Section 10D-1(d) executive officer (which shall be made irrespectiveof any fault, misconduct or responsibility of each Section 10D-1(d) executive officer). The amount and form of the incentive compensationto be recouped shall be determined by the plan administrator in its sole and absolute discretion, and calculated on a pre-taxbasis.

SharesAvailable Under the 2023 Plan.

Themaximum number of shares of common stock that may be issued to participants under the 2023 Plan is 39,748,528, subject to adjustmentfor certain corporate changes affecting the shares, such as stock splits. 

Asof December 31, 2023, there were no Common Stock issued pursuant to the 2023 Plan.

2016Equity Incentive Plan

OurBoard of Directors adopted, and our stockholders approved, our 2016 Equity Incentive Plan (the “2016 Plan”) on January18, 2016, which provides for the issuance of incentive awards to officers, key employees, consultants and directors. The materialterms of the 2016 Plan are summarized below.

Administrationof the 2016 Plan.

The2016 Plan is administered by our board of directors. Our board of directors may delegate any or all of its powers under the 2017Plan to one or more committees or subcommittees of the board (a “Committee”). All references in the 2016 Plan to the“Board” shall mean our board of directors or a Committee of our board of directors to the extent that the board’spowers or authority under the 2016 Plan have been delegated to such Committee. The Board shall have authority to grant awardsand to adopt, amend and repeal such administrative rules, guidelines and practices relating to the 2016 Plan as it shall deemadvisable. The Board may correct any defect, supply any omission or reconcile any inconsistency in the 2016 Plan or any awardin the manner and to the extent it shall deem expedient to carry the 2016 Plan into effect and it shall be the sole and finaljudge of such expediency. All decisions by the Board shall be made in the Board’s sole discretion and shall be final andbinding on all persons having or claiming any interest in the 2016 Plan or in any award thereunder. No director or person actingpursuant to the authority delegated by the Board shall be liable for any action or determination relating to or under the 2016Plan made in good faith.

EligibilityParticipants.

The2016 Plan authorizes the grant of stock options, restricted stock, restricted stock units and/or other stock-based awards to employees,officers, directors, individual consultants and advisors of the Company. The Board determines, in its sole discretion, who willreceive awards under the 2016 Plan. Notwithstanding anything in the 2016 Plan or any award documentation to the contrary, forso long as the Company has elected Subchapter S status under Section 1362 of the Internal Revenue Code of 1986, as amended, noaward shall be granted or exercised, as the case may be, if the result of such grant or exercise would result in the terminationof such Subchapter S status, unless such grant or exercise, as the case may be, is consented to by all stockholders of the Company.Any such purported grant or exercise of an award that does not comply with the foregoing shall be void and have no legal forceor effect and shall not be recognized on the books of the Company as effective.

SharesAvailable Under the 2016 Plan.

Themaximum number of shares of common stock (the “Common Stock”) that may be issued to participants under the 2016 Planwas 100,000,000, subject to adjustment for certain corporate changes affecting the shares, such as stock splits. Shares subjectto an award under the 2016 Plan for which the award is canceled, forfeited or expires again become available for grants underthe 2016 Plan. Shares subject to an award that is settled in cash will not again be made available for grants under the 2016 Plan.

InJune 2017, the Company effectuated a 1:100 reverse stock split, resulting in 10,000,000 shares of our Common Stock being reservedfor issuance under the 2016 Plan. In December 2017, the Company increased number of shares of our Common Stock reserved for issuanceunder the 2016 Plan to 40,000,000. In March 2022, the Company effectuated a 1:10 reverse stock split, resulting in 4,000,000 sharesof our Common Stock reserved for issuance under the 2016 Plan.

Asof December 31, 2023, there were an aggregate of 368,998 shares of Common Stock remaining eligible for issuance pursuant to the 2016Plan.

U.S.Federal Income Tax Consequences

Thefollowing is a summary of certain United States federal income tax consequences of awards under the 2016 and 2023 Plan. It doesnot purport to be a complete description of all applicable rules, and those rules (including those summarized here) are subjectto change. The following summary does not discuss state, local or non-U.S. tax consequences.

NonqualifiedStock Options

Aparticipant who has been granted a nonqualified stock option will not recognize taxable income upon the grant of a nonqualifiedstock option. Rather, at the time of exercise of such nonqualified stock option, the participant will recognize ordinary incomefor income tax purposes in an amount equal to the excess of the fair market value of the shares of common stock purchased overthe exercise price. We generally will be entitled to an income tax deduction at such time and in the same amount that the participantrecognizes ordinary income (subject to possible limitations imposed by the Code). Any gain or loss on the participant’ssubsequent disposition of the shares will generally be taxable as long-term or short-term capital gain or loss (if the sharesare a capital asset of the participant) depending upon the length of time such shares were held by the participant. We do notreceive a tax deduction for any subsequent capital gain realized by the participant.

IncentiveStock Options

Ingeneral, no taxable income is realized by a participant upon the grant of an incentive stock option (“ISO”). If sharesof common stock are purchased by a participant, or option shares, pursuant to the exercise of an ISO granted under the 2023 Planand the participant does not dispose of the option shares within the two-year period after the date of grant or within one yearafter the receipt of such option shares by the participant, such disposition a disqualifying disposition, then, generally (1)the participant will not realize ordinary income upon exercise and (2) upon sale of such option shares, any amount realized inexcess of the exercise price paid for the option shares will be taxed to such participant as capital gain (or loss). We are notentitled to any deduction under these circumstances. The amount by which the fair market value of the common stock on the exercisedate of an ISO exceeds the purchase price generally will constitute an item which increases the participant’s “alternativeminimum taxable income.” If option shares acquired upon the exercise of an ISO are disposed of in a disqualifying disposition,the participant generally would include in ordinary income in the year of disposition an amount equal to the excess of the fairmarket value of the option shares at the time of exercise (or, if less, the amount realized on the disposition of the option shares),over the exercise price paid for the option shares. Subject to certain exceptions, an option generally will not be treated asan ISO if it is exercised more than three months following termination of employment. If an ISO is exercised at a time when itno longer qualifies as an ISO, such option will be treated as a nonqualified stock option as discussed above. In general, we willreceive an income tax deduction at the same time and in the same amount (subject to possible limitations imposed by the Code)as the participant recognizes ordinary income.

StockAppreciation Rights

Aparticipant who is granted a SAR generally will not recognize ordinary income upon receipt of the SAR. Rather, at the time ofexercise of such SAR, the participant will recognize ordinary income for U.S. federal income tax purposes in an amount equal tothe value of any cash received and the fair market value on the date of exercise of any shares of common stock received. We generallywill be entitled to a tax deduction at such time and in the same amount, if any, that the participant recognizes as ordinary income.The participant’s tax basis in any shares of common stock received upon exercise of a SAR will be the fair market valueof the shares of common stock on the date of exercise, and if the shares are later sold or exchanged, then the difference betweenthe amount received upon such sale or exchange and the fair market value of such shares on the date of exercise will generallybe taxable as long-term or short-term capital gain or loss (if the shares are a capital asset of the participant) depending uponthe length of time such shares were held by the participant.

RestrictedStock

Aparticipant generally will not be taxed upon the grant of restricted stock, but rather will recognize ordinary income in an amountequal to the excess of the fair market value of the shares of common stock at the earlier of the time the shares become transferableor are no longer subject to a substantial risk of forfeiture (within the meaning of the Code) over the amount paid for such shares(if any). We generally will be entitled to a deduction at the time when, and in the amount that, the participant recognizes ordinaryincome on account of the lapse of the restrictions. A participant’s tax basis in the shares of common stock will equal theirfair market value at the time the restrictions lapse, and the participant’s holding period for capital gains purposes willbegin at that time. Any cash dividends paid on the shares of common stock before the restrictions lapse will be taxable to theparticipant as additional compensation and not as dividend income, unless the individual has made an election under Section 83(b)of the Code. Under Section 83(b) of the Code, a participant may elect to recognize ordinary income at the time the restrictedshares are awarded in an amount equal to their fair market value at that time, notwithstanding the fact that such stock is subjectto restrictions or transfer and a substantial risk of forfeiture. If such an election is made, no additional taxable income willbe recognized by such participant at the time the restrictions lapse, the participant will have a tax basis in the shares of commonstock equal to their fair market value on the date of their award, and the participant’s holding period for capital gainspurposes will begin at that time. The election under Section 83(b) of the Code must be made within 30 days from the time the restrictedshares are issued. We generally will be entitled to a tax deduction at the time when, and to the extent that, ordinary incomeis recognized by such participant.

RestrictedStock Units

Ingeneral, the grant of RSUs will not result in income for the participant or in a tax deduction for us. Upon the settlement ofsuch an award in cash or shares of common stock, the participant will recognize ordinary income equal to the aggregate value ofthe payment received, and we generally will be entitled to a tax deduction at the same time and in the same amount.

OtherAwards

Withrespect to other stock-based awards, generally when the participant receives payment in respect of the award, the amount of cashand/or the fair market value of any shares of common stock or other property received will be ordinary income to the participant,and we generally will be entitled to a tax deduction at the same time and in the same amount.

Section162(m) Limitation.

Ingeneral, under Section 162(m) of the Code, income tax deductions of publicly held corporations may be limited to the extent totalcompensation (including base salary, annual bonus, stock option exercises and nonqualified benefits) for covered employees exceeds$1.0 million (less the amount of any “excess parachute payments” as defined in Section 280G of the Code) in any taxableyear of the corporation. Under the Tax Cuts and Jobs Act, the term “covered employee” now includes any individualwho served as the chief executive officer or chief financial officer at any time during the taxable year and the three other mosthighly compensated officers for the taxable year, whether or not employed at year-end. Once an individual becomes a covered employee,that individual will remain a covered employee for all future years, including after termination or death.

NewPlan Benefits

Futuregrants under the 2023 Plan will be made at the discretion of the plan administrator and, accordingly, are not yet determinable.In addition, benefits under the 2023 Plan will depend on a number of factors, including the fair market value of our common stockon future dates and the exercise decisions made by participants. Consequently, at this time, it is not possible to determine thefuture benefits that might be received by participants receiving discretionary grants under the 2023 Plan.

SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Thefollowing table sets forth the beneficial ownership of our common stock as of April 15, 2024, by:

Beneficialownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting or investmentpower with respect to the securities. Shares of common stock that may be acquired by an individual or group within 60 days ofApril 15, 2024, pursuant to the exercise of options or warrants, are deemed to be outstanding for the purpose of computing thepercentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentageownership of any other person shown in the table. The percentage of ownership is based on 19,874,265 shares of common stock outstandingon April 15, 2024. In computing the number of shares of common stock beneficially owned by a person and the percentage ownershipof that person, we deemed to be outstanding all shares of common stock subject to options or other convertible securities heldby that person or entity that are currently exercisable or releasable or that will become exercisable or releasable within 60days of April 15, 2024. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownershipof any other person.

Exceptas indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investmentpower with respect to all shares of common stock shown to be beneficially owned by them, based on information provided to us bysuch stockholders. Unless otherwise indicated, the address for each director and executive officer listed is: c/o Fintech ScionLimited, M Floor & 1st Floor, No. 33, Jalan Maharajalela, 50150, Kuala Lumpur, Malaysia.

CERTAINRELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Thefollowing is a description of transactions or series of transactions since January 1, 2022 or any currently proposed transaction,to which we were or are to be a participant and in which the amount involved exceeds the lesser of $120,000 or 1% of the averageof the total assets at December 31, 2023 and 2022, and in which any of our directors, executive officers or persons who we knowhold more than five percent of any class of our capital stock, including their immediate family members, had or will have a director indirect material interest, other than compensation arrangements with our directors and executive officers.

Amountsdue from Related Parties

Forthe years ended December 31, 2023 and 2022, the total amounts due from related parties were $nil and $ 1,296,935, respectively.These advances were unsecured, non-interest bearing and due on demand. The breakdown of certain amount due from related partiesare as below:

Dato’Lim Hui Boon, the previous president of the Company who resigned in February 2023, is the director of Ho Wah Genting Group SdnBhd (“HWGGSB”). Dato’ Lim Hui Boon, is directly related to Mr. Lim Chun Hoo, the previous CFO and the currentCEO and director of the Company. As of December 31, 2023, and 2022, the amount due from HWGGSB were $nil and $799,094, respectively.

MrLim Chun Hoo, the previous CFO and the current CEO and director of the Company, is also the director of HWG Fintech InternationalLtd (“HWGFI”). As of December 31, 2023, and 2022, the amount due from HWGFI were $nil and $497,841, respectively.

AmountsDue to Related Parties

Forthe years ended December 31, 2023 and 2022, the total amounts due to related parties were $746,330 and $2,463,833 respectively.These advances were unsecured, non-interest bearing and due on demand. The breakdown of certain amount due to related partiesare as below:

Mr.Leong Yee Ming, the previous CEO, CFO, secretary and director of the Company who resigned in February 2023, is also 1) a directorof Grande Legacy Inc. (“GL”), and the amount due to GL for the years ended December 31, 2023 and 2022 were $nil and$266,610, respectively; 2) a director of HWG Capital Inc. (“HWG Capital” and previously known as GrandeLife Inc.),and the amount due to HWG Capital for the years ended December 31, 2023 and 2022 were $nil and $329,565 respectively; 3) a directorof Aelora Sdn Bhd (“ASB” and previously known as Vitaxel Sdn Bhd), a previous subsidiary of the Company, and the amountdue to ASB for the years ended December 31, 2023 and 2022 were $nil and $23,933 respectively.

Mr.Lim Chun Hoo, the previous CFO and the current CEO and director of the Company, is also a previous director of HWG Digital InvestmentBank (Malaysia) P.L.C. (“HDIB”). As of December 31, 2023, and 2022, the amount due to HDIB were $nil and $1,596,825,respectively.

Dato’Lim Hui Boon, the previous president of the Company who resigned in February 2023, is the director of Ho Wah Genting Group SdnBhd (“HWGGSB”). Dato’ Lim Hui Boon, is directly related to Mr. Lim Chun Hoo, the previous CFO and the currentCEO and director of the Company. As of December 31, 2023, and 2022, the amount due to HWGGSB were $25,748 and $nil, respectively.

Forthe years ended December 31, 2023 and 2022, the amount due to Shalom Dodoun, the previous CEO and director of the Company, were$718,914 and $246,900, respectively.

Forthe years ended December 31, 2023 and 2022, the amount due to Ms Natalie Kastberg, the director of Fintech, were $1,668 and $nil,respectively.

DESCRIPTIONOF SECURITIES

Thefollowing summary describes our capital stock and the material provisions of our third amended and restated articles of incorporation,the Reverse Stock Split Charter Certificate and our amended and restated bylaws, each of which will become effective prior tothe completion of this offering and of the applicable provisions of the Nevada Revised Statutes (“NRS”). Because thefollowing is only a summary, it does not contain all of the information that may be important to you. For a complete description,you should refer to our amended and restated articles of incorporation, the Reverse Stock Split Charter Certificate and amendedand restated bylaws, copies of which have been or will be filed as exhibits to the registration statement of which this prospectusis part.

General

Ourauthorized capital stock consists of 425,000,000 shares, consisting of shares of common stock and shares of preferred stock:

Asof April 15, 2024, there are 19,874,265 shares of common stock outstanding and 0 shares of preferred stock outstanding,.

CommonStock

VotingRights. Each holder of our common stock is entitled to one vote for each share of common stock held on all matters submittedto a vote of stockholders. Holders of common stock do not have cumulative voting rights, which means that the holders of a majorityof our shares of common stock voted can elect all of the directors then standing for election.

DividendRights. Subject to preferences that may be applicable to any outstanding shares of preferred stock, the holders of commonstock are entitled to share ratably in dividends, if any, as may be declared from time to time by the board of directors in itsdiscretion from funds legally available therefor. The NRS provides that no distribution (including dividends on, or redemptionor repurchase of, shares of capital stock) may be made if, after giving effect to such distribution, the corporation would notbe able to pay its debts as they become due in the usual course of business, or, except as specifically permitted by the articlesof incorporation, the corporation’s total assets would be less than the sum of its total liabilities plus the amount thatwould be needed at the time of dissolution to satisfy the preferential rights of preferred shareholders. The Company has neverpaid cash dividends on its common stock and does not anticipate paying dividends in the foreseeable future.

Liquidationand Dissolution Rights. Upon our liquidation, dissolution, or winding-up, the assets legally available for distributionto our stockholders would be distributable ratably among the holders of our common stock and any participating Preferred Stockoutstanding at that time after payment of liquidation preferences, if any, on any outstanding shares of Preferred Stock and paymentof other claims of creditors.

OtherMatters. Our common stock is not entitled to preemptive rights and is not subject to conversion or redemption. The rightsof the holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of anyseries of our Preferred Stock that our board of directors may designate and issue in the future.

PreferredStock

OurBoard of Directors has the authority, without action by our stockholders, to designate and issue up to 25,000,000 shares of preferredstock in one or more series or classes and to designate the rights, preferences and privileges of each series or class, whichmay be greater than the rights of our common stock. There are no shares of preferred stock designated or outstanding. It is notpossible to state the actual effect of the issuance of any shares of preferred stock upon the rights of holders of our commonstock until our Board of Directors determines the specific rights of the holders of the preferred stock. However, the effectsmight include:

TheBoard of Directors’ authority to issue preferred stock without stockholder approval could make it more difficult for a third-partyto acquire control of our company and could discourage such attempt. We have no present plans to issue any shares of preferredstock.

Anti-TakeoverProvisions

Theprovisions of the NRS may have the effect of delaying, deferring or preventing another party from acquiring control of the company.These provisions may discourage and prevent coercive takeover practices and inadequate takeover bids.

TheNRS contains a provision governing “acquisition of controlling interest.” This law provides generally that any personor entity that acquires 20% or more of the outstanding voting shares of a publicly held Nevada corporation in the secondary publicor private market may be denied voting rights with respect to the acquired shares, unless a majority of the disinterested stockholdersof the corporation elects to restore such voting rights in whole or in part. The control share acquisition act provides that aperson or entity acquires “control shares” whenever it acquires shares that, but for the operation of the controlshare acquisition act, would bring its voting power within any of the following three ranges: 20 to 33-1/3%; 33-1/3 to 50%; ormore than 50%.

A“control share acquisition” is generally defined as the direct or indirect acquisition of either ownership or votingpower associated with issued and outstanding control shares. The stockholders or Board of Directors of a corporation may electto exempt the stock of the corporation from the provisions of the control share acquisition act through adoption of a provisionto that effect in the articles of incorporation or bylaws of the corporation. Our articles of incorporation and bylaws do notexempt our common stock from the control share acquisition act.

Thecontrol share acquisition act is applicable only to shares of “Issuing Corporations” as defined by the Nevada law.An Issuing Corporation is a Nevada corporation which (i) has 200 or more stockholders, with at least 100 of such stockholdersbeing both stockholders of record and residents of Nevada, and (ii) does business in Nevada directly or through an affiliatedcorporation.

Atthis time, we do not have 100 stockholders of record that are resident of Nevada and we do not conduct business in Nevada. Therefore,the provisions of the control share acquisition act are believed not to apply to acquisitions of our shares and will not untilsuch time as these requirements have been met. At such time as they may apply, the provisions of the control share acquisitionact may discourage companies or persons interested in acquiring a significant interest in or control of us, regardless of whethersuch acquisition may be in the interest of our stockholders.

TheNevada “Combination with Interested Stockholders Statute” may also have an effect of delaying or making it more difficultto effect a change in control of us. This statute prevents an “interested stockholder” and a resident domestic Nevadacorporation from entering into a “combination,” unless certain conditions are met. The statute defines “combination”to include any merger or consolidation with an “interested stockholder,” or any sale, lease, exchange, mortgage, pledge,transfer or other disposition, in one transaction or a series of transactions with an “interested stockholder” having(i) an aggregate market value equal to 5% or more of the aggregate market value of the assets of the corporation, (ii) an aggregatemarket value equal to 5% or more of the aggregate market value of all outstanding shares of the corporation, or (iii) representing10% or more of the earning power or net income of the corporation.

An“interested stockholder” means the beneficial owner of 10% or more of the voting shares of a resident domestic corporation,or an affiliate or associate thereof. A corporation affected by the statute may not engage in a “combination” withinthree years after the interested stockholder acquires its shares unless the combination or purchase is approved by the Board ofDirectors before the interested stockholder acquired such shares. If approval is not obtained, then after the expiration of thethree-year period, the business combination may be consummated with the approval of the Board of Directors or a majority of thevoting power held by disinterested stockholders, or if the consideration to be paid by the interested stockholder is at leastequal to the highest of (i) the highest price per share paid by the interested stockholder within the three years immediatelypreceding the date of the announcement of the combination or in the transaction in which he became an interested stockholder,whichever is higher, (ii) the market value per common share on the date of announcement of the combination or the date the interestedstockholder acquired the shares, whichever is higher, or (iii) if higher for the holders of preferred stock, the highest liquidationvalue of the preferred stock.

SpecialStockholder Meetings

TheNRS provides that, unless otherwise provided in the articles of incorporation or bylaws, special meetings of the shareholdersmay be called by the entire board of directors, any two directors or the president. The Company Bylaws modify the NRS provisionsby providing that special meeting of shareholders may be called only at the request of a majority of the board of directors, bythe Chairman of the Board, if any, the Chief Executive Officer, if any, the President or the Secretary. Notice of a Special Meetingstating the purpose or purposes for which the meeting is called and the date, time and place of the meeting, and the means ofelectronic communications, if any, by which shareholders and proxies shall be deemed to be present in person and vote, shall begiven not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to voteat such meeting.

Requirementsfor Advance Notification of Stockholder Nominations and Proposals

Ourbylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for electionas directors, other than nominations made by or at the direction of the board of directors or a committee of the board of director

Limitationson Liability and Indemnification of Officers and Directors

OurArticles of Incorporation provide indemnification for our directors and officers to the fullest extent permitted by the NRS. Priorto the completion of this offering, we intend to enter into indemnification agreements with each of our directors that may, insome cases, be broader than the specific indemnification provisions contained under Nevada law. In addition, as permitted by Nevadalaw, our Articles of Incorporation includes provisions that eliminate the personal liability of our directors for monetary damagesresulting from breaches of certain fiduciary duties as a director. The effect of these provisions is to restrict our rights andthe rights of our stockholders in derivative suits to recover monetary damages against a director for breach of fiduciary dutiesas a director, except that a director will be personally liable for:

Theselimitations of liability do not apply to liabilities arising under the federal or state securities laws and do not affect theavailability of equitable remedies such as injunctive relief or rescission.

Ourbylaws provide that we will indemnify our directors and officers to the fullest extent permitted by law, and may indemnify employeesand other agents. Our bylaws also provide that we are obligated to advance expenses incurred by a director or officer in advanceof the final disposition of any action or proceeding.

Weplan to enter into separate indemnification agreements with our directors and officers. These agreements, among other things,require us to indemnify our directors and officers for any and all expenses (including reasonable attorneys’ fees, retainers,court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs,telephone charges, postage, delivery service fees) judgments, fines and amounts paid in settlement actually and reasonably incurredby such directors or officers or on his or her behalf in connection with any action or proceeding arising out of their servicesas one of our directors or officers, or any of our subsidiaries or any other company or enterprise to which the person providesservices at our request provided that such person follows the procedures for determining entitlement to indemnification and advancementof expenses set forth in the indemnification agreement. We believe that these bylaw provisions and indemnification agreementsare necessary to attract and retain qualified persons as directors and officers.

Thelimitation of liability and indemnification provisions in our certificate of incorporation and bylaws may discourage stockholdersfrom bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivativelitigation against directors and officers, even though an action, if successful, might provide a benefit to us and our stockholders.Our results of operations and financial condition may be harmed to the extent we pay the costs of settlement and damage awardsagainst directors and officers pursuant to these indemnification provisions.

Insofaras indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controllingus, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the SecuritiesAct and is therefore unenforceable.

Atpresent, there is no pending litigation or proceeding involving any of our directors or officers as to which indemnification isrequired or permitted, and we are not aware of any threatened litigation or proceeding that may result in a claim for indemnification.

TransferAgent and Registrar

Thetransfer agent and registrar for our common stock is Securities Transfer Corporation, located at 2901 N. Dallas Parkway, Suite380 Plano, TX 75093; Telephone +1 469 633 0101.

TradingSymbol and Market

Weintend to apply to list our common stock on the Nasdaq Capital Market under the symbol “FINR.” There can be no assurancesthat Nasdaq will approve our listing application. We will not move forward with this offering if Nasdaq does not approve to listour common stock.

UNDERWRITING

Subjectto the terms and conditions set forth in the underwriting agreement, dated _______, 2024, between us and the underwriters namedbelow, for which Spartan Capital Securities, LLC, is acting as the representative (the “Representative”), we haveagreed to sell to the underwriters, and each underwriter has severally agreed to purchase, the number of shares of our commonstock listed next to its name in the following table:

Underthe terms of the underwriting agreement, the underwriters are committed to purchasing all of the shares offered by this prospectus(other than the shares subject to the underwriters’ option to purchase additional shares) if the underwriters buy any ofsuch shares. The underwriters’ obligation to purchase the shares is subject to the satisfaction of certain conditions, including,among others, the continued accuracy of representations and warranties made by us in the underwriting agreement, delivery of legalopinions, and the absence of any material changes in our assets, business or prospects after the date of this prospectus.

Theunderwriters initially propose to offer our common stock directly to the public at the public offering price set forth on thefront cover page of this prospectus and to certain dealers at such offering price less a concession not to exceed $     per share.After the initial public offering of the shares of our common stock, the offering price and other selling terms may be changedby the underwriters. Sales of shares of our common stock made outside the United States may be made by affiliates of certain ofthe underwriters.

Over-AllotmentOption

Wehave granted the underwriters an option to purchase up to               additional shares of our common stock, to cover over-allotments, ifany, at the same price per share as they are paying for the shares shown in the table above. The underwriters may exercise thisoption in whole or in part at any time within 45 days after the closing of this offering. To the extent the underwriters exercisethis option, each underwriter will be committed, so long as the conditions of the underwriting agreement are satisfied, to purchasea number of additional shares proportionate to that underwriters’ initial commitment as indicated in the table at the beginningof this section plus, in the event that any underwriter defaults in its obligation to purchase shares under the underwriting agreement,certain additional shares.

Discountsand Commission

Thefollowing table summarizes the offering price, underwriting commissions, and proceeds before expenses to us, assuming both noexercise and full exercise of the underwriters’ option to purchase additional shares of common stock.

Theunderwriters propose to offer the shares of common stock offered by us to the public at the public offering price per share setforth on the cover of this prospectus. In addition, the underwriters may offer some of the shares of common stock to other securitiesdealers at such price less a concession of $     per share. After the initial offering, the public offering price and concession todealers may be changed.

Wehave agreed to reimburse the underwriters for accountable legal expenses incurred by the underwriters in connection with the offering,in an estimated amount of approximately $219,000. We have paid an expense deposit of $50,000 to the Representative, which willbe applied against the actual accountable expenses that will be payable by us to the Representative in connection with this offering.Additionally, one percent (1.0%) of the gross proceeds of the offering shall be provided to the Representative for non-accountableexpenses.

Weestimate that the total expenses of the offering payable by us, excluding underwriting discounts and commissions, will be approximately$          .

Representative’sWarrant

Wehave agreed to issue the Representative a warrant to purchase up to an aggregate of 5.0% of the shares of common stock sold inthis offering (the “Representative’s Warrants”). The Representative’s Warrant will be exercisable 180days after the commencement of sales of the shares of common stock in this offering until the fifth anniversary of the date commencementof sales at $              per share (120% of the public offering price). The Representative’s Warrant has been deemed compensation byFINRA and is therefore subject to a 180-day lock-up pursuant to FINRA Rule 5110(e). The Representative (or its respective permittedassignees under Rule 5110(e)(2)(B)) will not sell, transfer, assign, pledge, or hypothecate the Representative’s Warrantor the securities underlying such warrant, nor will they engage in any hedging, short sale, derivative, put, or call transactionthat would result in the effective economic disposition of such warrants or the underlying securities for a period of 180 daysfollowing the date of commencement of sales pursuant to the offering. In addition, the Representative’s Warrant providesfor one demand registration right and unlimited “piggy-back” registration rights with respect to the shares underlyingsuch warrants, exercisable for a period of not more than seven (7) years from the commencement of sales in this offering in compliancewith FINRA Rule 5110(g)(8)(D). We will bear all fees and expenses attendant to registering the securities issuable on the exerciseof the Representative’s Warrant other than underwriting commissions incurred and payable by the holders thereof. The exerciseprice and number of shares issuable upon exercise of the Representative’s Warrant may be adjusted in certain circumstances,including in the event of a stock dividend, extraordinary cash dividend, or our recapitalization, reorganization, merger, or consolidationin compliance with FINRA Rule 5110(g)(8)(E). However, the exercise price of the Representative’s Warrant or the underlyingshares of such warrants will not be adjusted for issuances of shares of common stock at a price below such warrant’s exerciseprice.

TailFinancing

If,during the period that is 12 months following the closing of this public offering, we consummate a financing with investors withwhom we have had a conference call or a meeting arranged by the Representative during the period in which we engaged the Representative,we will pay the representative a fee equal 8% of the proceeds of such financing.

Rightof First Refusal

Until12 months from the closing date of this offering, the Representative will have an irrevocable right of first refusal, in its solediscretion, to act as sole investment banker, sole book-runner, and/or sole placement agent, for all future public and privateequity and debt offerings, including all equity-linked financings on terms and conditions customary to the Representative forsuch transactions.

Stabilization

Inaccordance with Regulation M under the Exchange Act, the underwriters may engage in activities that stabilize, maintain or otherwiseaffect the price of our Common stock, including short sales and purchases to cover positions created by short positions, stabilizingtransactions, syndicate covering transactions, penalty bids and passive market making.