GMEX Robotics Corporation operates at the intersection of two distinct markets: the online retail market for gym and fitness equipment, which is highly fragmented, intensely competitive, and continually evolving, and the emerging market for AI-powered robotics, which is characterized by evolving legal and regulatory treatment and significant uncertainty regarding product requirements across jurisdictions. The fitness equipment retail market encompasses competition from large formats, traditional and specialty formats, mass merchants, department stores, internet-based and direct-sell retailers, and increasingly from vendors that sell directly to customers. The company's financial results are tied to global economic conditions and their impact on levels of consumer confidence and consumer spending, and its business is dependent upon the gym, fitness, and fitness equipment industries, which are cyclical in nature. The AI-powered robotics market in which the company is seeking to establish itself involves technologies whose legal and regulatory treatment is evolving, with requirements that may vary significantly depending on product functionality, intended uses, deployment environments, and the jurisdictions in which products are manufactured, marketed, sold, or operated.
The company faces intense competition in the gym and fitness equipment industry and in retail, competing with retailers from multiple categories and channels, including large formats, traditional and specialty formats, mass merchants, department stores, internet-based and direct-sell retailers, and increasingly from vendors that sell directly to customers. Competitors include companies that may have greater market presence both brick and mortar and online, name recognition, and financial, marketing, and other resources. The ability of consumers to compare prices in real time puts additional pressure on the company to maintain competitive pricing. The market for gym and fitness equipment retailers is highly fragmented, and industry consolidation may result in competitors with more compelling product offerings or greater pricing flexibility. In the AI-powered robotics space, the company's products incorporate open-source software, including open-source AI models and frameworks, as well as third-party API services, and the company has not entered into any separately negotiated long-term exclusive license agreement with any third-party AI provider.
GMEX Robotics generates revenue primarily as an online retailer of gym and fitness equipment both under its proprietary brands and other brand names, with substantially all of its revenue to date derived from its existing fitness equipment business. The company's mission is to build an ecosystem with a whole fitness and wellness experience powered by technology to its customers. In 2021, the company began development of new interactive fitness equipment and platforms/mobile application with subscription service, which include smart cardio exercise equipment such as interactive exercise bikes, treadmills, and workout mirrors with built-in touchscreens and training content platforms, and 1FinalRound, its AI-powered interactive platform with proprietary online training content and capability to be interactive with personal trainers, follow members, and track workout progress. The success of these new products is dependent on the company's ability to attract and retain subscribers. The company's marketing strategy focuses on delivering high quality fitness equipment to its customers and, in the future, to its licensees and their members, and raising awareness of its brand through a broad range of channels including Google Search (organic and paid), Google Shopping Campaign, Google Ads word, affiliate partners programs, social media such as Facebook and Instagram, e-mail marketing, SMS marketing, E catalogue, and First Australia Fitness Mobile App.
The company's fitness equipment business encompasses both proprietary brands and other brand names sold through its online retail platform. The company generally provides a 14 days change-of-mind policy to customers for all of its non-electronic products, and its suppliers generally provide a warranty for all of its electronic products. The company's interactive fitness equipment and platform offerings, developed beginning in 2021, include smart cardio exercise equipment such as interactive exercise bikes, treadmills, and workout mirrors with built-in touchscreens and training content platforms, and 1FinalRound, its AI-powered interactive platform. The company's marketing channels include Google Search (organic and paid), Google Shopping Campaign, Google Ads word, affiliate partners programs, social media such as Facebook and Instagram, e-mail marketing, SMS marketing, E catalogue, and First Australia Fitness Mobile App.
In December 2025, the company launched its cooking robotics platform, and in March 2026, it rebranded as GMEX Robotics Corporation, marking the beginning of a strategic transition toward the development and commercialization of AI-powered robotic technologies. The company's strategy contemplates building an integrated hardware and AI platform spanning multiple verticals, including culinary robotics, industrial automation, and AI-driven technology solutions. In March 2026, the company entered into a purchase agreement with a leading Australian food and beverage group for the deployment of the company's intelligent culinary robotics systems, including its recently announced personal robotic chef - 2Fculinary AI, and the purchase order from this FBG. The AU$4.2 million agreement is with a well-established hospitality group operating multiple high-end restaurants and food service locations, including venues at major Australian airports. The purchase order covers a minimum of 50 Smart Digital Intelligence All-in-One Kitchen Robots, including the company's Bon Vivant 3.0 and Max models. This is the company's first commercial agreement with a restaurant group since launching its cooking robotics platform in December 2025 and rebranding as GMEX Robotics.
During the fiscal year ended June 30, 2026, the company completed several significant financing and capital markets transactions. On August 15, 2025, the company entered into an At The Market Offering Agreement with Rodman & Renshaw LLC, pursuant to which the company may issue and sell up to $75 million of its class A ordinary shares. As of the date of the annual report, the company issued 20,773 class A ordinary shares under the ATM program and generated gross proceeds of $6,844,619 under the program. On September 19, 2025 and November 6, 2025, the company entered into securities purchase agreements with certain institutional investors for Series A Senior Secured Convertible notes in an aggregate original principal amount up to $70 million, Series B Senior Secured Convertible Notes in an aggregate original principal amount up to $30 million, and $50 million in newly issued senior secured convertible notes, with interest payable monthly at a rate of 6.0% per annum. On March 13, 2026, the company entered into a Securities Purchase Agreement for up to an aggregate original principal amount of $2,000,000 of Series D Notes, and sold an aggregate of $250,000 of Series D Notes at the initial closing. On May 27, 2026, the company entered into an Exchange Agreement with an institutional investor to exchange the remaining balance of its Series C Senior Secured Convertible Note for a new series of senior secured convertible notes. On June 8, 2026, the company entered into a Securities Purchase Agreement to issue and sell an aggregate of 23,093 Class A ordinary shares and private warrants to purchase an aggregate of 46,187 Class A ordinary shares for an aggregate purchase price of $2,000,000. On December 4, 2025, the company's board of directors declared an interim dividend of $0.10 per Ordinary Share and approved a one-time loyalty payment of up to an aggregate of US$0.15 per share out of the company's premium account. For the year ended June 30, 2026, the company paid dividends and Loyalty Payments to shareholders of $1.0 million and nil, respectively.
The company's financial performance reflects its position as an early-stage business undergoing a strategic transition. Substantially all of the company's revenue to date has been derived from its existing fitness equipment business, while its AI and robotics operations have a limited operating history. The company's strategy contemplates building an integrated hardware and AI platform spanning multiple culinary robotics, industrial automation, and AI-driven technology solutions, which is a capital-intensive undertaking requiring simultaneous development and integration of capabilities across hardware, software, AI, and real-world deployment. The company expects that its existing cash and cash equivalents will be sufficient to meet its anticipated cash needs for the foreseeable future, but it intends to continue to make investments to support its business growth and may require additional capital to fund its business and to respond to competitive challenges.
The company's strategy contemplates building an integrated hardware and AI platform spanning multiple verticals, including culinary robotics, industrial automation, and AI-driven technology solutions. In March 2026, the company entered into a purchase agreement with a leading Australian food and beverage group for the deployment of the company's intelligent culinary robotics systems, including its recently announced personal robotic chef - 2Fculinary AI, and the purchase order from this FBG. The AU$4.2 million agreement is with a well-established hospitality group operating multiple high-end restaurants and food service locations, including venues at major Australian airports. The purchase order covers a minimum of 50 Smart Digital Intelligence All-in-One Kitchen Robots, including the company's Bon Vivant 3.0 and Max models. This is the company's first commercial agreement with a restaurant group since launching its cooking robotics platform in December 2025 and rebranding as GMEX Robotics.
The company is pursuing AI technology capabilities through strategic acquisitions and expanding its U.S. commercial presence. Since the rebranding, the company has begun to execute on its strategy by announcing its initial robotics products, entering into its first commercial agreements, pursuing AI technology capabilities through strategic acquisitions, and expanding its U.S. commercial presence. The company's strategy contemplates building an integrated hardware and AI platform spanning multiple verticals, including culinary robotics, industrial automation, and AI-driven technology solutions. The success of this transition depends on factors that are substantially beyond the company's control, including its ability to develop and commercialize its products at scale, complete and integrate strategic acquisitions, achieve market acceptance, attract and retain qualified personnel, and secure adequate capital.
The company's products incorporate open-source software, including open-source AI models and frameworks, as well as third-party API services. Certain third-party services integrated into the company's products are provided on a pay-as-you-go basis under the provider's standard terms and conditions, which may be modified, suspended or terminated at the provider's discretion with limited or no advance notice. The company has not entered into any separately negotiated long-term exclusive license agreement with any third-party AI provider, and there can be no assurance that such technologies will remain available to the company on commercially reasonable terms, or at all. If the company is unable to maintain access to these technologies or to develop suitable in-house alternatives in a timely manner, its business, financial condition and results of operations could be materially and adversely affected.
The company's AI-powered robotics business involves technologies whose legal and regulatory treatment is evolving. The requirements applicable to the company's products may vary significantly depending on their functionality, intended uses, deployment environments and the jurisdictions in which they are manufactured, marketed, sold or operated. Depending on their features and applications, the company's AI-powered robotics products may be subject to requirements relating to product and machinery safety, workplace safety, electrical and wireless equipment, cybersecurity, privacy, data protection, intellectual property and consumer protection, as well as requirements specifically addressing AI. Robotics products that operate autonomously or interact with individuals and physical environments may raise additional concerns regarding the predictability of their behavior, human oversight, emergency controls and responsibility for injuries or property damage. To the extent the company's products use cameras, microphones or other sensors to collect or process personal information, additional restrictions may apply to data collection, use, storage and transfer. The company may be required to obtain certifications, conduct testing or conformity assessments, maintain technical documentation, provide safety instructions or implement monitoring and reporting procedures before or after commercialization. Compliance with new or changing requirements could require substantial expenditure, specialized personnel, additional testing, product redesign, changes to supplier arrangements and diversion of management and technical resources.
The company's capital allocation priorities include continued investment in its business growth and strategic initiatives. The company intends to continue to make investments to support its business growth and may require additional capital to fund its business and to respond to competitive challenges, including the need to promote its products and services, develop new products and services, enhance its existing products, services, and operating infrastructure, and potentially to acquire complementary businesses and technologies. The company may need to engage in equity or debt financings to secure additional funds. On August 15, 2025, the company entered into an At The Market Offering Agreement with Rodman & Renshaw LLC, pursuant to which the company may issue and sell up to $75 million of its class A ordinary shares. As of the date of the annual report, the company issued 20,773 class A ordinary shares under the ATM program and generated gross proceeds of $6,844,619 under the program. On September 19, 2025 and November 6, 2025, the company entered into securities purchase agreements for Series A Senior Secured Convertible notes in an aggregate original principal amount up to $70 million, Series B Senior Secured Convertible Notes in an aggregate original principal amount up to $30 million, and $50 million in newly issued senior secured convertible notes, with interest payable monthly at a rate of 6.0% per annum. On March 13, 2026, the company entered into a Securities Purchase Agreement for up to an aggregate original principal amount of $2,000,000 of Series D Notes, and sold an aggregate of $250,000 of Series D Notes at the initial closing. On June 8, 2026, the company entered into a Securities Purchase Agreement to issue and sell an aggregate of 23,093 Class A ordinary shares and private warrants to purchase an aggregate of 46,187 Class A ordinary shares for an aggregate purchase price of $2,000,000. The company may sell additional Class A ordinary shares in one or more additional closings under the same terms as the Purchase Agreement for up to $8 million of proceeds. On December 4, 2025, the company's board of directors declared an interim dividend of $0.10 per Ordinary Share and approved a one-time loyalty payment of up to an aggregate of US$0.15 per share out of the company's premium account. For the year ended June 30, 2026, the company paid dividends and Loyalty Payments to shareholders of $1.0 million and nil, respectively.
The company faces structural headwinds and execution risks to its growth plan. The company is in the early stages of a strategic transition from its existing fitness equipment business to artificial intelligence and robotics, and there is no assurance that this transition will succeed. The company's AI and robotics operations have a limited operating history, and substantially all of its revenue to date has been derived from its existing fitness equipment business. The company's strategy contemplates building an integrated hardware and AI platform spanning multiple verticals, including culinary robotics, industrial automation, and AI-driven technology solutions. This is a capital-intensive undertaking that requires the company to simultaneously develop and integrate capabilities across hardware, software, AI, and real-world deployment. The success of this transition depends on factors that are substantially beyond the company's control, including its ability to develop and commercialize its products at scale, complete and integrate strategic acquisitions, achieve market acceptance, attract and retain qualified personnel, and secure adequate capital. If the company is unable to successfully execute this transition, or if it takes significantly longer or costs substantially more than anticipated, it may not be able to sustain its existing business at levels sufficient to support ongoing operations while simultaneously investing in its new business lines.
The company's business is dependent on macroeconomic conditions and consumer discretionary spending, and its results are highly dependent on Australian and Asian consumer confidence and the health of the Australian and Asian economies. Consumer spending may be affected by many factors outside of the company's control, including general economic conditions, consumer disposable income, consumer confidence and perception of economic conditions, the threat or outbreak of war, terrorism or public unrest, wage and unemployment levels, consumer debt and inflationary pressures, the costs of basic necessities and other goods, effects of weather and natural disasters caused by climate change or otherwise, and epidemics, contagious disease outbreaks, and other public health concerns. Decreases in consumer discretionary spending may result in a decrease in comparable sales, and average value per transaction, which might cause the company to increase promotional activities, which will have a negative impact on its gross margins. The company's business is also dependent upon certain industries, such as the gym, fitness, and fitness equipment industries, and these are also cyclical in nature.
Management's message to shareholders emphasizes the company's strategic transition from its existing fitness equipment business to artificial intelligence and robotics, marking the beginning of a new chapter following the rebranding as GMEX Robotics Corporation in March 2026. The company's strategy contemplates building an integrated hardware and AI platform spanning multiple verticals, including culinary robotics, industrial automation, and AI-driven technology solutions. Since the rebranding, the company has begun to execute on this strategy by announcing its initial robotics products, entering into its first commercial agreements, pursuing AI technology capabilities through strategic acquisitions, and expanding its U.S. commercial presence. In March 2026, the company entered into a purchase agreement with a leading Australian food and beverage group for the deployment of the company's intelligent culinary robotics systems, including its recently announced personal robotic chef - 2Fculinary AI, and the purchase order from this FBG. The AU$4.2 million agreement is with a well-established hospitality group operating multiple high-end restaurants and food service locations, including venues at major Australian airports. The purchase order covers a minimum of 50 Smart Digital Intelligence All-in-One Kitchen Robots, including the company's Bon Vivant 3.0 and Max models. This is the company's first commercial agreement with a restaurant group since launching its cooking robotics platform in December 2025 and rebranding as GMEX Robotics. Management's strategic priorities for the period ahead center on executing this transition, which is a capital-intensive undertaking that requires the company to simultaneously develop and integrate capabilities across hardware, software, AI, and real-world deployment. The success of this transition depends on factors that are substantially beyond the company's control, including its ability to develop and commercialize its products at scale, complete and integrate strategic acquisitions, achieve market acceptance, attract and retain qualified personnel, and secure adequate capital. Management has also emphasized the company's financing activities during the period, including the At The Market Offering Agreement with Rodman & Renshaw LLC for up to $75 million of class A ordinary shares, under which the company issued 20,773 class A ordinary shares and generated gross proceeds of $6,844,619, the securities purchase agreements for Series A, B, and C convertible notes with interest payable monthly at a rate of 6.0% per annum, the Series D Notes with an aggregate original principal amount of up to $2,000,000, and the June 2026 private placement of 23,093 Class A ordinary shares and warrants to purchase 46,187 Class A ordinary shares for an aggregate purchase price of $2,000,000. The company also paid dividends and Loyalty Payments to shareholders of $1.0 million and nil, respectively, for the year ended June 30, 2026, including an interim dividend of $0.10 per Ordinary Share and a one-time loyalty payment of up to an aggregate of US$0.15 per share.
For the fiscal year ended June 30, 2026, total revenues were not disclosed in the filing text provided. Net income was not disclosed in the filing text provided. EPS was not disclosed in the filing text provided. The company's financial statements are presented in United States dollars, and its business is and has been conducted in Australia through its Australian subsidiary GD Wellness Pty Ltd since its inception, using Australian dollars. The company's financial results are tied to global economic conditions and their impact on levels of consumer confidence and consumer spending. The company's quarterly operating results and other operating metrics have fluctuated in the past and may continue to fluctuate from quarter to quarter. The company's financial condition and operating results in any given quarter can be influenced by numerous factors, including the continued market acceptance of, and the growth of the fitness and wellness market, the company's ability to maintain and attract new customers, the timing and success of new product, service, feature, and content introductions by the company or its competitors, pricing pressure as a result of competition or otherwise, delays or disruptions in the company's supply chain, errors in the company's forecasting of the demand for its products and services, increases in marketing, sales, and other operating expenses, the ability to maintain the company's showroom, successful expansion into international markets, including Asia, the company's ability to maintain gross margins and operating margins, system failures or breaches of security or privacy, adverse litigation judgments, settlements, or other litigation-related costs, changes in the legislative or regulatory environment, fluctuations in currency exchange rates and changes in the proportion of the company's revenue and expenses denominated in foreign currencies, changes in the company's effective tax rate, changes in accounting standards, policies, guidance, interpretations, or principles, and changes in business or macroeconomic conditions. The company's effective income tax rates could be unfavorably impacted by a number of factors, including changes in the valuation of deferred tax assets and liabilities, other changes in applicable tax laws, regulations, treaties, interpretations, and other guidance, changes in transfer pricing rules, and the outcome of income tax audits. The company's ability to pay dividends is contingent upon its capacity to generate sufficient distributable profits. For the year ended June 30, 2026, the company paid dividends and Loyalty Payments to shareholders of $1.0 million and nil, respectively. On December 4, 2025, the company's board of directors declared an interim dividend of $0.10 per Ordinary Shares to its shareholder. In addition to the Interim Dividend, the Board approved a one-time loyalty payment of up to an aggregate of US$0.15 per share out of the company's premium account. The company's share repurchase program was approved by its board of directors in November 2025, under which the company can repurchase up to $3.0 million of its outstanding ordinary shares. The company's financial statements are presented in United States dollars, and its business is and has been conducted in Australia through its Australian subsidiary GD Wellness Pty Ltd since its inception, using Australian dollars, the currency of Australia. The company's financial statements are presented in United States dollars. In this annual report, the company refers to assets, obligations, commitments and liabilities in its financial statements in United States dollars. These dollar references are based on the exchange rate of Australian dollars to United States dollars, determined as of a specific date or for a specific period. Changes in the exchange rate will affect the amount of the company's obligations and the value of its assets in terms of United States dollars which may result in an increase or decrease in the amount of its obligations (expressed in dollars) and the value of its assets.
The company is in the early stages of a strategic transition from its existing fitness equipment business to artificial intelligence and robotics, and there is no assurance that this transition will succeed. The company's AI and robotics operations have a limited operating history, and substantially all of its revenue to date has been derived from its existing fitness equipment business. The company's strategy contemplates building an integrated hardware and AI platform spanning multiple verticals, including culinary robotics, industrial automation, and AI-driven technology solutions. This is a capital-intensive undertaking that requires the company to simultaneously develop and integrate capabilities across hardware, software, AI, and real-world deployment. The success of this transition depends on factors that are substantially beyond the company's control, including its ability to develop and commercialize its products at scale, complete and integrate strategic acquisitions, achieve market acceptance, attract and retain qualified personnel, and secure adequate capital. If the company is unable to successfully execute this transition, or if it takes significantly longer or costs substantially more than anticipated, it may not be able to sustain its existing business at levels sufficient to support ongoing operations while simultaneously investing in its new business lines. The company's AI powered robotics products are at an early stage of development and commercialization, and the company may not be able to achieve market acceptance or generate meaningful revenue from these products. The company's ability to generate meaningful revenue from its robotics products will depend on, among other things, its ability to manufacture or source these products at scale, deliver them on time and to specification, and achieve and maintain customer satisfaction. There can be no assurance that the company's current or any future purchase orders will result in completed deliveries or revenue, or that its commercial partners will not cancel, reduce, or decline to renew their orders. In addition, because the company's robotics products are designed for use in food preparation, industrial, and commercial environments, any product defects, malfunctions, or safety incidents could expose the company to significant product liability claims, regulatory scrutiny, and reputational harm. The company relies on open-source models and third-party AI services in its products, and any changes in the availability, terms or performance of such technologies could materially and adversely affect its business. The company's products incorporate open-source software, including open-source AI models and frameworks, as well as third-party API services. The company has not entered into any separately negotiated long-term exclusive license agreement with any third-party AI provider, and there can be no assurance that such technologies will remain available to the company on commercially reasonable terms, or at all. Evolving laws, regulations and standards governing AI-powered robotics products could increase the company's compliance costs, delay commercialization, restrict product deployment and adversely affect its business and results of operations. The company's new AI-powered robotics business involves technologies whose legal and regulatory treatment is evolving. The requirements applicable to the company's products may vary significantly depending on their functionality, intended uses, deployment environments and the jurisdictions in which they are manufactured, marketed, sold or operated. Changes in laws, regulations, regulatory interpretations, technical standards and enforcement priorities could create uncertainty regarding the company's obligations and adversely affect its ability to develop, source, commercialize and support these products. The company's business is dependent on macroeconomic conditions and consumer discretionary spending, and reductions in such spending might adversely affect the company's business, operations, liquidity, and financial results. The company's results are highly dependent on Australian and Asian consumer confidence and the health of the Australian and Asian economies. Decreases in consumer discretionary spending may result in a decrease in comparable sales, and average value per transaction, which might cause the company to increase promotional activities, which will have a negative impact on its gross margins. The company's business is also dependent upon certain industries, such as the gym, fitness, and fitness equipment industries, and these are also cyclical in nature. The company faces intense competition in the gym and fitness equipment industry and in retail, which could limit its growth and reduce its profitability. The market for gym and fitness equipment retailers is highly fragmented, intensely competitive, and continually evolving. The company competes with retailers from multiple categories and in multiple channels, including large formats, traditional and specialty formats, mass merchants, department stores, internet-based and direct-sell retailers, and increasingly from vendors that sell directly to customers. The company's competitors include companies that may have greater market presence (both brick and mortar and online), name recognition and financial, marketing and other resources than the company does. The ability of consumers to compare prices in real-time puts additional pressure on the company to maintain competitive pricing. If the company is unsuccessful in marketing and advertising strategies, especially for online and social media platforms, or less successful than its competitors, it could lose customers and sales could decline, which could have an adverse impact on its revenues, business, and results of operations. The company's quarterly operating results and other operating metrics may fluctuate from quarter to quarter, which makes these metrics difficult to predict. The company's financial condition and operating results in any given quarter can be influenced by numerous factors, many of which the company is unable to predict or are outside of its control. The company may require additional capital to support business growth and objectives, and this capital might not be available to the company on reasonable terms, if at all, and may result in stockholder dilution. The company expects that its existing cash and cash equivalents will be sufficient to meet its anticipated cash needs for the foreseeable future. However, the company intends to continue to make investments to support its business growth and may require additional capital to fund its business and to respond to competitive challenges. There can be no assurance that such additional funding will be available on terms attractive to the company, or at all. The company's inability to obtain additional funding when needed could have an adverse effect on its business, financial condition, and/or operating results. If additional funds are raised through the issuance of equity or convertible debt securities, holders of the company's shares could suffer significant dilution, and any new shares the company issues could have rights, preferences, and privileges superior to those of its shares. Any debt financing secured by the company in the future could involve restrictive covenants relating to its capital raising activities and other financial and operational matters, which may make it more difficult for the company to obtain additional capital and to pursue business opportunities, including potential acquisitions. The company is subject to payment processing risk. The company's customers pay for its products and services using a variety of different payment methods, including credit and debit cards, gift cards, and online wallets. The company relies on internal systems as well as those of third parties to process payment. Acceptance and processing of these payment methods are subject to certain rules and regulations and require payment of interchange and other fees. To the extent there are disruptions in the company's payment processing systems, increases in payment processing fees, material changes in the payment ecosystem, such as large re-issuances of payment cards, delays in receiving payments from payment processors, or changes to rules or regulations concerning payment processing, the company's revenue, operating expenses and results of operations could be adversely impacted. The company leverages its third-party payment processors to bill customers on its behalf. If these third parties become unwilling or unable to continue processing payments on the company's behalf, the company would have to find alternative methods of collecting payments, which could adversely impact customer acquisition and retention. In addition, from time to time, the company encounters fraudulent use of payment methods, which could impact its results of operations and if not adequately controlled and managed could create negative consumer perceptions of its services. The company may face exposure to foreign currency exchange rate fluctuations. The company has transacted in Australian dollars, U.S. dollars, and Renminbi with the majority of its customers and suppliers, and it may transact in additional foreign currencies in the future. Accordingly, changes in the value of foreign currencies relative to the U.S. dollar can affect the company's revenue and operating results. As a result of such foreign currency exchange rate fluctuations, it could be more difficult to detect underlying trends in the company's business and operating results. In addition, to the extent that fluctuations in currency exchange rates cause the company's operating results to differ from its expectations or the expectations of its investors, the trading price of its Ordinary Shares could be lowered. The company uses derivative instruments, such as foreign currency forward and option contracts, to hedge certain exposures to fluctuations in foreign currency exchange rates. The use of such hedging activities may not offset any or more than a portion of the adverse financial effects of unfavorable movements in foreign exchange rates over the limited time the hedges are in place and may introduce additional risks if the company is unable to structure effective hedges with such instruments. The company depends on its suppliers and manufacturers to provide it with sufficient quantities of quality products in a timely fashion. The company's dependence on suppliers involves risk. The company might be unable to obtain merchandise that consumers demand in a timely manner if there are disruptions in its relationships with key suppliers, which could cause its revenue to materially decline. The terms of the company's written contracts with Australian suppliers are ranged from one to five years. The company generally does not have long-term written contracts with its suppliers in China that would require them to continue supplying the company with merchandise. Key suppliers may also fail to deliver on their commitments or fail to supply the company with sufficient products that comply with its safety and quality standards, whether as a result of supply chain disruptions or other causes, or fail to continue to develop new products that create consumer demand. Furthermore, vendors increasingly sell their products directly to customers or through broadened or alternative distribution channels, such as department stores or other eCommerce companies. The company has limited control over its suppliers, manufacturers, and logistics partners, which may subject it to significant risks, including the potential inability to produce or obtain quality products and services on a timely basis or in sufficient quantity. The company has limited control over its suppliers, contract manufacturers, and logistics partners, which subjects it to the following risks: inability to satisfy demand for its products; reduced control over delivery timing and product reliability; reduced ability to monitor the manufacturing processes and components used in its products; limited ability to develop comprehensive manufacturing specifications that take into account any materials shortages or substitutions; variance in the manufacturing capability of its third-party manufacturers; price increases; failure of a significant supplier, manufacturer, or logistics partner to perform its obligations to the company for technical, market, or other reasons; variance in the quality of services provided by its third-party logistics partners; difficulties in establishing additional supplier, manufacturer, or logistics partner relationships if the company experiences difficulties with its existing suppliers, manufacturers, or logistics partners; shortages of materials or components; misappropriation of its intellectual property; exposure to natural catastrophes, political unrest, terrorism, labor disputes, and economic instability resulting in the disruption of trade from foreign countries in which its products are manufactured or the components thereof are sourced; changes in local economic conditions in the jurisdictions where its suppliers, manufacturers, and logistics partners are located; the imposition of new laws and regulations, including those relating to labor conditions, quality and safety standards, imports, duties, tariffs, taxes, and other charges on imports, as well as trade restrictions and restrictions on currency exchange or the transfer of funds; and insufficient warranties and indemnities on components supplied to its manufacturers or performance by its partners. The company also relies on its logistics partners, including warehouse and delivery partners, to complete its deliveries to customers. If any of these partners do not perform their obligations or meet the expectations of the company or its customers, its reputation and business could suffer. The occurrence of any of these risks could cause the company to experience a significant disruption in its ability to produce and deliver its products to its customers. None of the company's revenue is derived from China but approximately 70% of the products that the company purchases are manufactured in China. The ability of the company's licensee and suppliers to operate in China may be impaired by changes in Chinese laws and regulations, including those relating to taxation, environmental regulation, restrictions on foreign investment, and other matters. While the company is a British Virgin Islands exempted company headquartered in Australia, as of the date of this annual report, less than 10% of its revenue is derived from China and approximately 81% of the products that it purchases are manufactured abroad in China. The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. The central Chinese government or local governments having jurisdiction within China may impose new, stricter regulations, or interpretations of existing regulations, that would require additional expenditures and efforts on the part of the company's suppliers and licensee to ensure compliance with such regulations or interpretations. As such, the company's third-party suppliers in China or its licensee's operations in China may be subject to governmental and regulatory interference in the provinces in which they operate. The company's third-party suppliers in China or its licensee's operations in China could also be subject to regulation by various political and regulatory entities, including local and municipal agencies and other governmental subdivisions in China. The ability of the company's suppliers and licensee to operate in China may be impaired by any such laws or regulations, or any changes in laws and regulations in the PRC. The company's third-party suppliers or licensee may incur increased costs necessary to comply with existing and future laws and regulations or penalties for any failure to comply. If the company's suppliers or licensees incur increased costs, they may attempt to pass such costs on to the company. Furthermore, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all and may have a retroactive effect. As a result, the company's licensee or its suppliers may not be aware of violations of any of these policies and rules until sometime after the alleged violation. In addition, any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention to the company's licensee and/or its suppliers. Further, such evolving laws and regulations and the inconsistent enforcement thereof could also lead to failure to obtain or maintain licenses and permits to do business in China, which would adversely affect the company's licensee's operations in China and/or its suppliers in China. Any such increased costs or disruptions could materially and adversely impact the company's business and results of operations. The company is subject to costs and risks associated with a complex regulatory, compliance and legal environment, including increased or changing laws and regulations affecting its business. The company operates in a complex regulatory and legal environment that exposes it to compliance and litigation risks that could materially affect its operations and financial results. Establishing the necessary internal infrastructure to allow for the monitoring and other compliance requirements required by laws and regulations and enforcement efforts requires expenditure of considerable company resources. In addition, laws at the federal, state or local level may change, sometimes significantly and unexpectedly, as a result of political, economic or social events. Some of the federal, state or local laws and regulations that affect the company include those relating to consumer products, product liability and consumer protection; eCommerce, data protection and privacy; advertisement and marketing; labor and employment; taxes; accounting, corporate governance and securities; customs or imports; and intellectual property. Continued monitoring and efforts to ensure compliance with these regulations require considerable expenditure of company time and money, which could detract from other operational initiatives. Lawsuits may be filed against the company or arbitration proceedings may be commenced and an adverse ruling in any such lawsuit or arbitration may adversely affect its business or financial condition. In the ordinary course of its business, the company may become involved in, named as a party to, or be the subject of, various legal proceedings, including regulatory proceedings, tax proceedings and legal actions, including arbitration proceedings, relating to personal injuries, workers' compensation, employment discrimination, damages related to breaches of privacy or data security, and contract disputes. Such proceedings and actions may involve liquidated damages, consequential damages, punitive damages and civil penalties or other losses, or injunctive or declaratory relief. In addition, the company may also be subject to class action lawsuits. Due to the inherent uncertainties of litigation and other dispute resolution proceedings, the outcome of outstanding, pending or future actions or proceedings may be difficult to assess or quantify, cannot be predicted with certainty and may be determined adversely to the company and as a result, could have a material adverse effect on its assets, liabilities, business, financial condition or results of operations. Even if the company prevails in any such action or proceeding, they could be costly and time-consuming and may divert the attention of management and key personnel from its business operations, which could adversely affect its financial condition. The ultimate resolution of any litigation or proceeding through settlement, mediation, or a judgment could have a material impact on the company's reputation and adversely affect its financial performance and financial position. The company's sales and operating results could be adversely affected by product safety concerns. If the products that the company offers do not meet applicable safety standards or its customers' expectations regarding safety, it could experience decreased sales, increased costs, and/or be exposed to legal and reputational risk. All of the company's vendors must comply with applicable product safety laws, and the company is dependent on them to ensure that the products it buys comply with all safety standards. Negative customer perceptions regarding the safety and sourcing of the products the company sells, and events that give rise to actual, potential, or perceived product safety concerns could expose the company to government enforcement action and/or private litigation. Furthermore, reputational damage caused by real or perceived product safety concerns could have a negative impact on the company's sales and operating results. The company's inability or failure to protect its intellectual property rights or any third parties claiming that it has infringed on their intellectual property rights could negatively impact its brand or have a negative impact on its operating results. The company's trademarks, trade secrets, domain names and other intellectual property are valuable assets that are critical to its success. Effective trademark and other intellectual property protection may not be available in every country in which the company's products are manufactured or may be made available. The unauthorized reproduction or other misappropriation of the company's intellectual property could diminish the value of its brands or goodwill and cause a decline in its revenue. In addition, any infringement or other intellectual property claim made against the company could be time-consuming to address, result in costly litigation, cause product delays, require the company to enter into royalty or licensing agreements or result in its loss of ownership or use of the intellectual property. Changes to tax laws and regulations could adversely affect the company's financial results or condition. The company's effective income tax rates could be unfavorably impacted by a number of factors, including changes in the valuation of deferred tax assets and liabilities; other changes in applicable tax laws, regulations, treaties, interpretations, and other guidance; changes in transfer pricing rules; and the outcome of income tax audits. Changes in applicable tax laws and regulations, or their interpretation and application, including the possibility of retroactive effect, could affect the company's income tax expense and profitability. The company is subject to anti-bribery, anti-corruption, and anti-money laundering laws, including the U.S. Foreign Corrupt Practices Act, as well as export control laws, customs laws, sanctions laws and other laws governing its operations. If the company fails to comply with these laws, it could be subject to civil or criminal penalties, other remedial measures and legal expenses, which could adversely affect its business, results of operations and financial condition. The U.S. Departments of Justice, Commerce, State and Treasury and other federal agencies and authorities have a broad range of civil and criminal penalties they may seek to impose against corporations and individuals for violations of economic sanctions laws, export control laws, the FCPA, and other federal statutes and regulations, including those established by the Office of Foreign Assets Control. Under these laws and regulations, as well as other anti-corruption laws, anti-money laundering laws, export control laws, customs laws, sanctions laws and other laws governing the company's operations, various government agencies may require export licenses, may seek to impose modifications to business practices, including cessation of business activities in sanctioned countries or with sanctioned persons or entities and modifications to compliance programs, which may increase compliance costs, and may subject the company to fines, penalties and/or other sanctions. A violation of these laws or regulations would negatively affect the company's business, financial condition and results of operations. The company has implemented policies and procedures designed to ensure compliance by it and its directors, officers, employees, representatives, consultants and agents with the FCPA, OFAC restrictions and other export control, anti-corruption, anti-money-laundering and anti-terrorism laws and regulations. The company cannot assure you, however, that its policies and procedures are or will be sufficient or that directors, officers, employees, representatives, consultants and agents have not engaged and will not engage in conduct for which the company may be held responsible, nor can it assure you that its business partners have not engaged and will not engage in conduct that could materially affect their ability to perform their contractual obligations to the company or even result in the company being held liable for such conduct. Violations of the FCPA, OFAC restrictions or other export control, anticorruption, anti-money laundering and anti-terrorism laws or regulations may result in severe criminal or civil sanctions, and the company may be subject to other liabilities, which could have a material adverse effect on its business, financial condition and results of operations. Failure to comply with the U.S. Foreign Corrupt Practices Act of 1977, or the FCPA, could result in fines, criminal penalties, and an adverse effect on the company's business. The company may operate in a number of countries throughout the world, including countries known to have a reputation for corruption. The company is committed to doing business in accordance with applicable anti-corruption laws and has adopted a code of business conduct and ethics that is consistent and in full compliance with the FCPA. The company is subject, however, to the risk that it, its affiliated entities or its or their respective officers, directors, employees, and agents may take actions determined to be in violation of such anti-corruption laws, including the FCPA. In addition, actual or alleged violations could damage the company's reputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of the company's senior management. Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties, curtailment of operations in certain jurisdictions, and might adversely affect the company's business, earnings or financial condition. The company is a "foreign private issuer" under U.S. securities laws and, as a result, is subject to disclosure obligations that are different from those applicable to U.S. domestic issuers listed on the Nasdaq Capital Market. The company was initially incorporated under the laws of the Cayman Islands and was continued into the British Virgin Islands on January 7, 2026 and is considered a "foreign private issuer" under U.S. securities laws. Although the company will be subject to the periodic reporting requirements of the Exchange Act, the periodic disclosure required of foreign private issuers under the Exchange Act is different from the periodic disclosure required of U.S. domestic issuers. The company is required to file an annual report on Form 20-F within four months of the end of each fiscal year, but it is not required to file quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC. Therefore, there may be less publicly available information about the company than is regularly published by or about other public companies in the United States. The company is also exempt from certain other sections of the Exchange Act that U.S. domestic issuers are otherwise subject to, including: the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; the selective disclosure rules by issuers of material nonpublic information under Regulation FD; and certain audit committee independence requirements in Rule 10A-3 of the Exchange Act. These exemptions and leniencies may reduce the frequency and scope of information and protections to which you may otherwise have been eligible if you held ordinary shares or common stock of a domestic U.S. issuer. In addition, insiders and large shareholders of the company will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act and will not be obligated to file the reports required by Section 16 of the Exchange Act. The company would lose its foreign private issuer status if a majority of its shares became held by U.S. persons and a majority of its directors or executive officers are U.S. citizens or residents and it fails to meet additional requirements necessary to avoid loss of foreign private issuer status. The company's loss of foreign private issuer status would make compliance with Nasdaq corporate governance rules applicable to U.S. domestic listed companies mandatory. The regulatory and compliance costs to the company under U.S. securities laws as a U.S. domestic issuer may be significantly higher. If the company is not a foreign private issuer, it will be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer, and prepare its financial statements under U.S. Generally Accepted Accounting Principles. To the extent the company had not already done so, it may also be required to modify certain of its policies to comply with accepted governance practices associated with U.S. domestic issuers and may lose its ability to rely upon exemptions from certain corporate governance requirements on the Nasdaq that are available to foreign private issuers. As a foreign private issuer, the company may follow certain home country corporate governance practices instead of otherwise applicable Nasdaq corporate governance requirements, and this may result in less investor protection than that accorded to investors under rules applicable to U.S. domestic issuers. As a foreign private issuer, the company is permitted to follow certain home country corporate governance practices instead of those otherwise required under Nasdaq's rules for domestic U.S. issuers, provided that it discloses which requirements it is not following and describes the equivalent home country requirement. Availing itself of any of the other corporate governance exemptions, as opposed to complying with the requirements that are applicable to a U.S. domestic issuer, may provide less protection to you than is accorded to investors under Nasdaq's corporate governance rules. Therefore, any foreign private issuer exemptions the company has availed itself of, or may avail itself of in the future, may reduce the scope of information and protection to you as an investor. There are risks associated with the company's share repurchase program. The company's board of directors approved its new share repurchase program in November 2025, under which the company can repurchase up to $3.0 million of its outstanding ordinary shares. Under the new program, purchases can be made by way of a variety of methods, including open market purchases, privately negotiated transactions or otherwise, all in accordance with U.S. securities laws and regulations, including Rule 10b-18 under the Exchange Act. The company's share repurchase program may reduce the public float of shares available for trading on a daily basis and may cause volatility in the price of its ordinary shares. The company's repurchases may be limited, suspended, or terminated at any time without prior notice. There can be no assurance that the company will repurchase any specific amount of ordinary shares under its share repurchase program or that any future repurchases will have a positive impact on its share price or profitability. Important factors that could cause the company to discontinue or decrease its share repurchases include, among others, unfavorable market conditions, the market price of its ordinary shares, the nature of other investment or strategic opportunities presented to it, the rate of dilution of its equity compensation programs, its ability to make appropriate, timely, and beneficial decisions as to when, how, and whether to purchase shares under the share repurchase program, the tax consequences of any repurchases, and the availability of funds necessary to continue purchasing shares. If the company curtails or suspends its share repurchase program, its share price may be negatively affected. The forecasts of market growth may prove to be inaccurate, and even if the market in which the company competes achieves the forecasted growth, the company cannot assure you that its business will grow at a similar rate, if at all. Growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The forecasts relating to the expected growth in the connected fitness and wellness market, including estimates based on the company's own internal survey data, may prove to be inaccurate. Even if the market experiences the growth the company forecasts, it may not grow its business at a similar rate, or at all. The company's growth is subject to many factors, including its success in implementing its business strategy, which is subject to many risks and uncertainties. The company's management team has limited experience managing a public company. Most members of the company's management team have limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies. The company is subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These obligations and constituents require significant attention from the company's senior management and could divert their attention away from the day-to-day management of its business, which could adversely affect its business, financial condition, and/or operating results. The company's business is subject to the risk of earthquakes, fire, power outages, floods, public health crises, and other catastrophic events, and to interruption by man-made problems such as terrorism. The company's business is vulnerable to damage or interruption from earthquakes, fires, floods, power losses, telecommunications failures, terrorist attacks, acts of war, human errors, break-ins, public health crises and similar events. The third-party systems and operations and contract manufacturers the company relies on are subject to similar risks. The company's insurance policies may not cover losses from these events or may provide insufficient compensation that does not cover its total losses. For example, a significant natural disaster, such as an earthquake, fire, or flood, could have an adverse effect on the company's business, financial condition and operating results, and its insurance coverage may be insufficient to compensate it for losses that may occur. Acts of terrorism, which may be targeted at metropolitan areas that have higher population density than rural areas, could also cause disruptions in the company's or its suppliers' and contract manufacturers' businesses or the economy as a whole. The company may not have sufficient protection or recovery plans in some circumstances, such as natural disasters affecting locations that store significant inventory of its products, that house its servers, or from which it generates content. As the company relies heavily on its computer and communications systems, and the internet to conduct its business and provide high-quality customer service, these disruptions could negatively impact its ability to run its business and either directly or indirectly disrupt suppliers' and/or its contract manufacturers' businesses, which could have an adverse effect on its business, financial condition, and/or operating results. The company is an "emerging growth company," and its election to comply with the reduced disclosure requirements as a public company may make its Ordinary Shares less attractive to investors. The company is an "emerging growth company," as defined in the JOBS Act, and it may take advantage of certain exemptions and relief from various reporting requirements that are applicable to other public companies that are not "emerging growth companies." In particular, while the company is an "emerging growth company" (1) it will not be required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, (2) it will be exempt from any rules that may be adopted by the PCAOB requiring mandatory audit firm rotations or a supplement to the auditor's report on financial statements, (3) it will be subject to reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, (4) it will not be required to hold nonbinding advisory votes on executive compensation or shareholder approval of any golden parachute payments not previously approved. The company currently intends to take advantage of the reduced disclosure requirements regarding executive compensation. If the company remains an "emerging growth company" after FY2026, it may take advantage of other exemptions, including the exemptions from the advisory vote requirements and executive compensation disclosures under the Dodd-Frank Wall Street Reform and Customer Protection Act, or the Dodd-Frank Act, and the exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act. In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards, meaning that the company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies, and (5) the company has elected not to use extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. The company may remain an "emerging growth company" until the fiscal year-end following August 10, 2028, though it may cease to be an "emerging growth company" earlier under certain circumstances, including (1) if it becomes a large accelerated filer, (2) if its gross revenue exceeds US$1.235 billion in any fiscal year or (3) if it issues more than US$1.0 billion in non-convertible notes in any three year period. The exact implications of the JOBS Act are still subject to interpretations and guidance by the SEC and other regulatory agencies, and the company cannot assure you that it will be able to take advantage of all of the benefits of the JOBS Act. In addition, investors may find the company's Ordinary Shares less attractive if it relies on the exemptions and relief granted by the JOBS Act. If some investors find the company's Ordinary Shares less attractive as a result, a less active trading market for its Ordinary Shares may develop or be sustained and its stock price may decline and/or become more volatile. Risks Related to the company's Ordinary Shares. Ms. Jieting Zhao, the company's director, beneficially owns approximately 0.01% of the company's outstanding shares, and her interests may differ from the interests of other shareholders, which could cause a material decline in the value of the company's Ordinary Shares. Each class A ordinary shares entitles its holder to one vote per share and each class B ordinary shares entitles its holder to 30 votes per share. Ms. Jieting Zhao, the company's director, is the 100% owner of SKMA and thus, she is deemed as the beneficial owner of the company's shares owned by SKMA. As of the date of this annual report, Ms. Zhao beneficially owns 89 class B ordinary shares, representing approximately 0.17% of the voting power of the company's outstanding share capital, and thus she has significant influence over a decision to enter into any corporate transaction and has the ability to prevent any transaction that requires the approval of shareholders. Such concentration of voting power could have the effect of delaying, deterring, or preventing a change of control or other business combination, which could, in turn, have an adverse effect on the market price of the company's Ordinary Shares or prevent its shareholders from realizing a premium over the then-prevailing market price for their Ordinary Shares. She will have significant influence on determining the outcome of any matters submitted to the shareholders for approval, including mergers, consolidations, the election of directors and other significant corporate actions. Without her consent, the company may be prevented from entering into transactions that could be beneficial to it or its minority shareholders. Her interest may differ from the interests of the company's other shareholders. The concentration in the ownership of the company's Ordinary Shares may cause a material decline in the value of its Ordinary Shares. The company's multi-class voting structure will limit or preclude your ability to influence corporate matters, including the election of directors, amendments of its organizational documents, and any merger, consolidation, sale of all or substantially all of its assets, or other major corporate transactions requiring shareholder approval, and that may adversely affect the trading price of its Ordinary Shares. The company has a multi-class share structure such that its authorized share capital consists of Class A Ordinary Shares, Class B Ordinary Shares, and Class C Ordinary Shares. Holders of Class A Ordinary Shares are entitled to one (1) vote per share, while holders of Class B Ordinary Shares are entitled to thirty (30) votes per share, subject to certain exceptions as set out in the company's Articles; while holders of Class C Ordinary Shares are not entitled to any vote. Neither a holder of Class A Ordinary Shares nor a holder of Class B Ordinary Shares has conversion right. Holders of Class C Ordinary Shares have the right to convert their Class C Ordinary Shares into Class A Ordinary Shares at the option of the holder, in accordance with the terms of the relevant Class C Subscription Documents. As of the date of this report, the company has issued 89 Class B Ordinary Shares. Due to the multi-class share structure, holders of Class B Ordinary Shares will have considerable influence over matters such as decisions regarding mergers and consolidations, election of directors, and other significant corporate actions. Such holders may take actions that are not in the best interest of the company or its other shareholders. This concentration of ownership may discourage, delay or prevent a change in control of the company, which could have the effect of depriving its other shareholders of the opportunity to receive a premium for their shares as part of a sale of the company and may reduce the price of its Class A and Class C Ordinary Shares. This concentrated control will limit your ability to influence corporate matters and could discourage others from pursuing any potential merger, takeover or other change of control transactions that holders of Class A and Class C Ordinary Shares may view as beneficial. The company's Ordinary Shares may be delisted if it is unable to comply with Nasdaq continued listing requirements. The company's eligibility for listing on Nasdaq depends on its ability to comply with Nasdaq's continued listing requirements. As previously reported on Form 6-K on April 2, 2025, the company received written notice from Nasdaq Stock Market LLC, or Nasdaq indicating that the bid price for its Ordinary Shares for the last 30 consecutive business days, had closed below the minimum $1.00 per share and, as a result, it is not in compliance with the $1.00 minimum bid price requirement for the continued listing on Nasdaq, as set forth in Nasdaq Listing Rule 5550(a)(2). The company was provided 180 calendar days, or until September 29, 2025, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the company's Ordinary Shares must meet or exceed $1.00 per share for a minimum of 10 consecutive business days during this 180 day period. In the event the company does not regain compliance by September 29, 2025, the company may be eligible for an additional 180 calendar days to regain compliance or face delisting. To address that non-compliance, on September 23, 2025, the company effected a share consolidation at a ratio of 1-for-16, with a post-share consolidation par value of $0.0016 (the "Share Consolidation"). Immediately following the Share Consolidation, the authorized share capital changed to US$50,000 divided into (a) 493,560,000 Class A Ordinary Shares of a par value of US$0.0001 each and (b) 6,440,000 Class B Ordinary Shares of a par value of US$0.0001 each" to "US$50,000 divided into (a) 30,847,500 class A ordinary shares of a par value of US$0.0016 each; and (b) 402,500 class B ordinary shares of a par value of US$0.0016 each. On October 3, 2025, the company received a notification letter from the Listing Qualifications Department of The Nasdaq granting the company an additional 180-calendar-day compliance period, or until March 30, 2026, to regain compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). Subsequently on October 16, 2025, the company received a letter from the Nasdaq Stock Market that it regained compliance with Nasdaq Listing Rule 5550(a)(2) by evidencing a closing bid price of its ordinary shares at or greater than $1.00 for 16 consecutive business days from September 23, 2025 to October 14, 2025. Although the company regained compliance, it cannot assure you that it will not receive other deficiency notifications from Nasdaq in the future. A decline in the closing price of the company's ordinary shares could result in a breach of the requirements for listing on the Nasdaq Capital Market. If the company does not maintain compliance, Nasdaq could commence suspension or delisting procedures in respect of its ordinary shares. The commencement of suspension or delisting procedures by an exchange remains at the discretion of such exchange and would be publicly announced by the exchange. If a suspension or delisting were to occur, there would be significantly less liquidity in the suspended or delisted securities. In addition, the company's ability to raise additional necessary capital through equity or debt financing would be greatly impaired. Furthermore, with respect to any suspended or delisted ordinary shares, the company would expect decreases in institutional and other investor demand, analyst coverage, market making activity and information available concerning trading prices and volume, and fewer broker-dealers would be willing to execute trades with respect to such ordinary shares. A suspension or delisting would likely decrease the attractiveness of the company's ordinary shares to investors and cause the trading volume of its ordinary shares to decline, which could result in a further decline in the market price of its ordinary shares. You may experience significant dilution as a result of future financings. In order to raise additional capital, the company may in the future offer additional Ordinary Shares or other securities convertible into or exchangeable for its Ordinary Shares. The company cannot assure you that it will be able to sell Ordinary Shares or other securities in any other offering at a certain price per share, and investors purchasing Ordinary Shares or other securities in the future could have rights superior to existing shareholders. The price per share at which the company sells additional Ordinary Shares or other securities convertible into or exchangeable for its Ordinary Shares in future transactions may be higher or lower than the current market value of the Ordinary Shares. On August 15, 2025, the company entered into an At The Market Offering Agreement (the "ATM Agreement") with Rodman & Renshaw LLC ("Rodman"). Pursuant to the ATM Agreement, the company may issue and sell through or to Rodman, as sales agent and/or principal, up to $75 million of its class A ordinary shares, par value $0.0001 per share, from time to time during the term of, and on the terms set forth in, the ATM Agreement. As of the date of this annual report, the company issued 20,773 class A ordinary shares under the ATM program and generated gross proceeds of $6,844,619 under the program. On September 19, 2025 and November 6, 2025, the company entered into certain securities purchase agreements (the "Purchase Agreements") with certain institutional investor (the "Investor"). Pursuant to the Purchase Agreements, the company may sell to the Buyer (i) Series A Senior Secured Convertible notes, in an aggregate original principal amount up to $70 million (the "Series A Notes"), to be issued and sold pursuant to the company's effective Registration Statement on Form F-3 (File No. 333-284232) (the "Shelf Registration Statement"); and (ii) Series B Senior Secured Convertible Notes, in an aggregate original principal amount up to $30 million (the "Series B Notes"), to be issued and sold in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder and (iii) $50 million in newly issued senior secured convertible notes of the company (the "Series C Note", together with Series A Notes and Series B Notes, collectively the "Note"), to be issued and sold pursuant to the company's effective Registration Statement on Form F-3 (File No. 333-284232). Interest will be payable monthly under the Note at a rate of 6.0% per annum. The interest shall be computed on the basis of a 360-day year and shall be payable in arrears on the first calendar day of each calendar month (each, an "Interest Date"). Interest will be payable on each Interest Date, in Class A ordinary shares ("Ordinary Shares") of the company (the "Interest Shares"), so long as there has been no equity conditions failure (as defined in the Note) provided however, that the company may, at its option following notice to the Investor, pay Interest on any interest date in cash (the "Cash Interest") or in a combination of cash interest and interest shares, at the aggregate purchase price of $65 million. The proceeds from the sale of the Note and warrant shall be used by the company for general working capital. On March 13, 2026, the company entered into, and simultaneously consummated the initial closing transactions contemplated by, a Securities Purchase Agreement (the "Purchase Agreement") with a certain institutional investor (the "Buyer"), pursuant to which the company agreed to sell, in one or more closings, up to an aggregate original principal amount of $2,000,000 (collectively, the "Series D Notes"), in a private placement pursuant to Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder (the "Private Placement"). Pursuant to the Purchase Agreement, the company sold to the Buyer at the initial closing an aggregate of $250,000 of Series D Notes (the "Initial Series D Note") and it may sell to the Buyer, subject to certain conditions contained in the Purchase Agreement, up to an additional $1,750,000 of Series D Notes (the "Additional Notes") as to be mutually agreed between the company and the Buyer. At any time after the issuance, the Buyer may convert the Initial Series D Note into Class A ordinary shares of the company ("Ordinary Shares") at an initial conversion price of $3.00 per share, subject to adjustment as set forth in the Initial Series D Notes (the "Conversion Price"). Interest will be payable monthly under the Series D Notes at a rate of 6.0% per annum. The interest shall be computed on the basis of a 360-day year and shall be payable in arrears on the first calendar day of each calendar month (each, an "Interest Date"). Interest will be payable on each Interest Date in Ordinary Shares (the "Interest Shares") in an amount equal to the interest payable on such Interest Date divided by the Conversion Price then in effect, so long as there has been no Equity Conditions Failure (as defined in the Notes); provided however, that the company may, at its option following notice to the Buyer, pay Interest on any Interest Date in cash (the "Cash Interest") or in a combination of Cash Interest and Interest Shares. The Series D Notes contain customary Events of Default (as defined therein) and the Interest Rate will increase to an annual rate of 13% upon the occurrence of an Event of Default. The Series D Notes will be due on the Maturity Date (as defined in the Series D Notes) unless earlier converted or repaid. In March, 2026, the company entered into a purchase agreement with a leading Australian food and beverage group ("FBG") for the deployment of the company's intelligent culinary robotics systems, including its recently announced personal robotic chef - 2Fculinary AI, and the purchase order from this FBG. The AU$4.2 million agreement is with a well-established hospitality group operating multiple high-end restaurants and food service locations, including venues at major Australian airports. The purchase order covers a minimum of 50 Smart Digital Intelligence All-in-One Kitchen Robots, including the company's Bon Vivant 3.0 and Max models. This is the company's first commercial agreement with a restaurant group since launching its cooking robotics platform in December 2025 and rebranding as GMEX Robotics. On May 27, 2026, the company entered into an Exchange Agreement (the "Exchange Agreement") with an institutional investor who is the holder of its Series C Senior Secured Convertible Note issued on November 7, 2025 (the "Notes") pursuant to a Securities Purchase Agreement, dated as of November 6, 2025, between the company and the Holder (the "SPA"). The Exchange Agreement provides, among other things, for the Holder to exchange (the "Exchange") the remaining balance of the Notes for a new series of senior secured convertible notes of the company (the "Series D Notes"). The terms of the Series D Notes were substantially similar to the Series C Notes subject to certain changes in the pricing contained in the Series C Notes. As provided for in the Series D Note, the company may from time to time voluntarily adjust the conversion price of the Series D Note to optimize cash flows and the capital structure. On June 8, 2026, the company entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain accredited investors named therein (the "Purchasers"), pursuant to which the company agreed to issue and sell to the Purchasers, in a private placement, an aggregate of 23,093 Class A ordinary shares, par value $7.2576 per share, of the company (the "Shares"), and private warrants to purchase an aggregate of 46,187 Class A ordinary shares of the company (the "Warrants" and, together with the Shares and the shares issuable upon exercise of the Warrants, the "Securities"), for an aggregate purchase price of $2,000,000, before deducting placement agent fees and other offering expenses payable by the company. The purchase price for the Shares sold in the offering was $1.0692 per ordinary share, which represents a 20% premium to the closing price of the company's Class A ordinary shares on June 08, 2026. Each Warrant has an initial exercise price of $1.0692 per share, subject to adjustment as provided in the Warrant. The Warrants are exercisable from the date of closing and will expire on at the close of business on the 30th date thereafter. The Warrants may be exercised for cash or, at the holder's election, on a cashless basis pursuant to the formula set forth in the Warrants. The Warrants also contain customary adjustments for share dividends, share splits, combinations, reclassifications and fundamental transactions, together with certain reset and anti-dilution provisions, beneficial ownership limitations and limitations designed to comply with applicable Nasdaq rules, including any required shareholder approval requirements. The company may sell additional Class A ordinary shares in one or more additional closings under the same terms as the Purchase Agreement for up to $8 million of proceeds and Purchasers shall have certain rights to participate in same as prescribed by the Purchase Agreement, subject to certain limits. The company's Ordinary Shares eligible for future sale may cause the price of its Ordinary Shares to decline. From time to time, certain of the company's shareholders may be eligible to sell all or some of their restricted Ordinary Shares by means of ordinary brokerage transactions in the open market pursuant to Rule 144 promulgated under the Securities Act. In general, pursuant to Rule 144, non-affiliated shareholders may freely sell their respective restricted Ordinary Shares after holding them for six months, subject only to the current public information requirement (which no longer applies after a one-year holding period). Of the 361,361 Ordinary Shares outstanding as of June 30, 2026, approximately 29.6% are held by "non-affiliates," all of which are currently freely tradable either because they were issued in a registered offering or because they are saleable in accordance with Rule 144. Any substantial sale of the company's Ordinary Shares pursuant to Rule 144 or pursuant to any resale registration statement may have a material adverse effect on the market price of its Ordinary Shares. If the company fails to establish and maintain an effective system of internal control over financial reporting, its ability to accurately and timely report its financial results or prevent fraud may be adversely affected, and investor confidence and the market price of its Ordinary Shares may be adversely impacted. The company is subject to reporting obligations under U.S. securities laws. The SEC adopted rules pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 requiring every public company to include a management report on such company's internal control over financial reporting in its annual report, which contains management's assessment of the effectiveness of its internal control over financial reporting. The company's independent registered public accounting firm has not conducted an audit of its internal control over financial reporting. However, in preparing its consolidated financial statements as of and for the years ended June 30, 2026 and 2025, the company has identified a material weakness in its internal control over financial reporting, as defined in the standards established by the PCAOB, and other control deficiencies. The material weakness identified was as a result of the accounting and disclosure requirements surrounding the fair value accounting of the convertible notes payable and the derivative related to the warrants issued during the fiscal years ended June 30, 2026 and 2025. In an effort to remediate the identified material weaknesses in its internal control over financial reporting and enhance its internal controls, the company's management is currently in the process of implementing additional training programs on financial derivatives accounting and disclosure matters for its finance staff. Measures that the company implements may not fully address the material weakness in its internal control over financial reporting and it may not be able to conclude that the material weakness has been fully remedied. Failure to correct the material weakness and other control deficiencies or failure to discover and address any other control deficiencies could result in inaccuracies in the company's consolidated financial statements and could also impair its ability to comply with applicable financial reporting requirements and make related regulatory filings on a timely basis. As a result, the company's business, financial condition, results of operations, and prospects, as well as the trading price of its Ordinary Shares, may be materially and adversely affected. Due to the material weakness in the company's internal control over financial reporting as described above, its management concluded that its internal control over financial reporting was not effective as of June 30, 2026. This could adversely affect the market price of the company's Ordinary Shares due to a loss of investor confidence in the reliability of its reporting processes. The company may not pay any dividends in the future. The company's ability to pay dividends is contingent upon its capacity to generate sufficient distributable profits. For the year ended June 30, 2026, the company paid dividends and Loyalty Payments to shareholders of $1.0 million and nil, respectively. On December 4, 2025, the company's board of directors (the "Board") declared an interim dividend of $0.10 per Ordinary Shares to its shareholder (the "Interim Dividend"). In addition to the Interim Dividend, the Board approved a one-time loyalty payment of up to an aggregate of US$0.15 per share out of the company's premium account (the "Loyalty Payments"). The Loyalty Payments were paid in cash to those shareholders who move their shares into direct registration/book-entry with the company's transfer agent, VStock Transfer LLC on or prior to December 29, 2025. Subject to the Companies Act, the company's directors may by resolution of directors, authorize and declare a dividend to shareholders at such time and of such an amount as they think fit if they are satisfied, on reasonable grounds, that immediately following the dividend the value of the company's assets will exceed its liabilities and it will be able to pay its debts as they become due in the ordinary course of business. Even if the company's board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, the company's future results of operations and cash flow, its capital requirements and surplus, the amount of distributions, if any, received by it from its subsidiaries, its financial condition, contractual restrictions and other factors deemed relevant by its board of directors. Accordingly, the return on your investment in the company's ordinary shares will likely depend entirely upon any future price appreciation of its ordinary shares. There is no guarantee that the company's ordinary shares will appreciate in value after this offering or even maintain the price at which you purchased the ordinary shares. You may not realize a return on your investment in the company's ordinary shares and you may even lose your entire investment in the company's ordinary shares. The market price and trading volume of the company's Ordinary Shares may be volatile and may be affected by economic conditions beyond its control. The market price of the company's Ordinary Shares may be highly volatile and subject to wide fluctuations. In addition, the trading volume of the company's Ordinary Shares may fluctuate and cause significant price variations to occur. If the market price of the company's Ordinary Shares declines, you may be unable to resell your Ordinary Shares at a competitive price. The company cannot assure you that the market price of its Ordinary Shares will not fluctuate or significantly decline in the future. In addition, the company cannot assure you that a trading market for its Ordinary Shares will be maintained. Some specific factors that could negatively affect the price of the company's Ordinary Shares or result in fluctuations in their price and trading volume include: actual or expected fluctuations in the company's prospects or operating results; changes in the demand for, or market prices for, gym and fitness equipment; additions or departures of the company's key personnel; changes or proposed changes in laws, regulations or tax policy; sales or perceived potential sales of the company's Ordinary Shares by it or its directors, senior management or shareholders in the future; announcements or expectations concerning additional financing efforts; conditions in the U.S. and global financial markets, or in the company's industry in particular, or changes in general economic conditions; and the other factors described in this "Item 3. Key Information—3D. Risk Factors" section and elsewhere in this annual report. In recent years, the stock markets generally have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of constituent companies. Broad market and industry factors may significantly affect the market price of the company's Ordinary Shares, regardless of its actual operating performance. These fluctuations may be even more pronounced in the trading market in the immediate future. Certain recent IPOs of companies with relatively small public floats comparable to the company's public float have experienced extreme volatility that was seemingly unrelated to the actual or expected operating performance and financial condition or prospects of the respective company. The company's Ordinary Shares may potentially experience rapid and substantial price volatility, which may make it difficult for prospective investors to assess the rapidly changing value of its Ordinary Shares. In addition to the risks addressed above, the market price and trading volume of the company's Ordinary Shares may be affected by economic conditions beyond its control and thus may be subject to rapid and substantial price volatility. Recently, companies with comparably small public floats and IPO sizes have experienced instances of extreme stock price run-ups followed by rapid price declines, and such stock price volatility was seemingly unrelated to the respective companies' actual or expected operating performance and financial condition or prospects. Although the specific cause of such volatility is unclear, the company's public float may amplify the impact the actions taken by a few shareholders have on the price of its shares, which may cause its share price to deviate, potentially significantly, from a price that better reflects the underlying performance of its business. The company's Ordinary Shares may experience run-ups and declines that are seemingly unrelated to its actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of its Ordinary Shares. In addition, investors in the company's Ordinary Shares may experience losses, which may be material, if the price of its Ordinary Shares declines or if such investors purchase its Ordinary Shares prior to any price decline. The company may be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. Holders of its Ordinary Shares. The company would be classified as a passive foreign investment company, or PFIC, for any taxable year if, after the application of certain look-through rules, either: (i) 75% or more of its gross income for such year is "passive income" (as defined in the relevant provisions of the Internal Revenue Code of 1986, as amended) (the income test), or (ii) 50% or more of the value of its assets (generally determined on the basis of a quarterly average) during such year is attributable to assets that produce or are held for the production of passive income (the asset test). Based on the market price of the company's Ordinary Shares and the composition of its income and assets, including goodwill, although not clear, the company does not expect to be treated as a PFIC for U.S. federal income tax purposes for the current taxable year or in the foreseeable future. However, this is a factual determination that must be made annually after the close of each taxable year, and the application of the PFIC rules is subject to uncertainty in several respects. Moreover, the value of the company's assets for purposes of the PFIC determination will generally be determined by reference to the market price of its Ordinary Shares, which could fluctuate significantly. Therefore, there can be no assurance that the company is not a PFIC for the current taxable year or will not be classified as a PFIC in the future. Certain adverse U.S. federal income tax consequences could apply to a U.S. Holder if the company is treated as a PFIC for any taxable year during which such U.S. Holder holds its Ordinary Shares. The laws of the British Virgin Islands may not provide the company's shareholders with benefits comparable to those provided to shareholders of corporations incorporated in the United States. The company is a BVI business company. Its corporate affairs are governed by its memorandum and articles of association, the Companies Act and the common law of the British Virgin Islands. The rights of shareholders to take action against the company's directors, actions by minority shareholders and the fiduciary responsibilities of the company's directors to it under British Virgin Islands law are to a large extent governed by the common law of the British Virgin Islands and the Companies Act. The common law of the British Virgin Islands is derived in part from comparatively limited judicial precedent in the British Virgin Islands and from the common law of England, the decisions of whose courts are of persuasive authority but are not binding, on a court in the British Virgin Islands. The rights of the company's shareholders and the fiduciary duties of its directors under British Virgin Islands law may not as clearly established as they would be under statutes or judicial precedents in some jurisdictions in the United States. In particular, the British Virgin Islands has a less developed body of securities laws relative to the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the British Virgin Islands. In addition, British Virgin Islands companies may not have the standing to initiate a shareholder derivative action in a federal court of the United States. Because the company is a British Virgin Islands company and all of its business is conducted in Australia, you may be unable to bring an action against it or its officers and directors or to enforce any judgment you may obtain, and the U.S. regulatory bodies may be limited in their ability to conduct investigations or inspections of its operations in Australia. The company is a BVI business company and conducts its operations primarily in Australia. Substantially all of its assets are located outside of the United States and the proceeds which it raised from the capital markets will primarily be held in banks outside of the United States. In addition, the majority of its directors and officers reside outside of the United States. As a result, it may be difficult or impossible for you to bring an action against the company or against these individuals in the United States in the event that you believe it has violated your rights, either under United States federal or state securities laws or otherwise, or if you have a claim against it. Even if you are successful in bringing an action of this kind, the laws of the British Virgin Islands and of Australia may not permit you to enforce a judgment against the company's assets or the assets of its directors and officers. There is also uncertainty as to whether the courts of the BVI would (i) recognize or enforce judgments of United States courts obtained against the company or its directors or officers to impose liabilities predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or (ii) entertain original actions brought in the BVI against the company or its directors or officers predicated upon the federal securities laws of the United States or the securities laws of any state in the United States. The company will incur increased costs as a result of operating as a U.S. listed public company, and its management will be required to devote substantial time to new compliance initiatives and corporate governance practices. As a U.S. listed public company the company will incur, particularly after it is no longer an "emerging growth company," significant additional legal, accounting, and other expenses. The Dodd-Frank Wall Street Reform and Consumer Protection Act, the Sarbanes-Oxley Act, the listing requirements of Nasdaq, and other applicable securities rules and regulations impose various requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices. The company expects that it will need to hire additional accounting, finance, legal, and other personnel in connection with its becoming, and its efforts to comply with the requirements of being, a public company, and its management and other personnel will need to devote a substantial amount of time towards maintaining compliance with these requirements. These requirements increase its legal and financial compliance costs and make some activities more time-consuming and costly. In addition, the company expects that the rules and regulations applicable to it as a public company may make it more difficult and more expensive for it to obtain directors' and officers' liability insurance, which could make it more difficult for it to attract and retain qualified members of its board of directors or executive officers. If securities or industry analysts do not publish research or reports about the company's business, or if they issue an adverse or misleading opinion regarding its stock, the market price and trading volume of its Ordinary Shares could decline. The trading market for the company's Ordinary Shares will be influenced by the research and reports that U.S. securities or industry analysts publish about it or its business. Securities and industry analysts may discontinue research on the company, to the extent such coverage currently exists, or in other cases, may never publish research on it. If no or few U.S. securities or industry analysts commence coverage of the company, the trading price for its Ordinary Shares would be negatively affected. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover the company downgrade its Ordinary Shares or publish adverse or misleading research about its business, the market price of its Ordinary Shares would likely decline. If one or more of these analysts cease coverage of the company or fail to publish reports on it regularly, it could lose visibility in the financial markets, demand for its Ordinary Shares could decrease, which might cause its price and trading volume to decline. In addition, research and reports that Australian securities or industry analysts may, initiate or may continue to, publish about the company, its business or its Ordinary Shares may impact the market price of its Ordinary Shares. Risks related to the company's Cryptocurrency Treasury Strategy and Holdings. The company's plan to establish a Solana-based corporate treasury program exposes it to significant risks associated with digital assets, including volatility and competition from other digital assets. As described under "Item 4. Information on the Company – A. History and Development of the Company," the company used a substantial part of the net proceeds from its financing to purchase or otherwise acquire Solana or SOL and for the establishment of its cryptocurrency treasury strategy, or the Treasury Program. On September 24, 2025, the company announced its first strategic purchase under its SOL treasury initiative following the first closing under its $100 million facility. Digital assets such as SOL are highly volatile, and their market prices can fluctuate dramatically over short periods of time due to factors beyond the company's control, including market sentiment, technological developments, macroeconomic events, and regulatory actions. In addition, the price of Solana may be materially impacted by competition from other crypto assets and by the level of adoption and usage of Solana relative to other blockchains and digital assets. Competition from the emergence or growth of alternative digital assets and smart contracts platforms, such as Avalanche, Polkadot, or Cardano, could have a negative impact on the demand for, and price of, Solana. If competing crypto assets achieve greater adoption or utility, demand for Solana could decline, which may cause its value to decrease significantly. A decline in the value of SOL or other digital assets the company may acquire could materially and adversely affect the value of its corporate treasury, its balance sheet, and its stock price. If the company or its third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to its digital assets, or if its private keys are lost or destroyed, or other similar circumstances or events occur, it could lose some or all of its digital assets and its financial condition and results of operations could be materially adversely affected. Substantially all of the digital assets the company owns or will own or will be held in custody accounts at U.S.-based institutional-grade digital asset custodians, such as BitGo Trust Company, Inc., or BitGo Trust. Security breaches and cyberattacks will be of particular concern with respect to the company's digital assets. SOL and other blockchain-based cryptocurrencies and the entities that provide services to participants in the SOL ecosystem have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activities. Hot wallets, which are connected to the Internet, facilitate transactions but are more vulnerable to hacking and other cyber incidents. Cold wallets, which are kept offline, provide greater protection from external attacks but may result in delayed access to assets during market volatility and carry risks of internal error or misappropriation. BitGo Trust provides SOC-2-certified and multi-signature custody solutions designed to safeguard digital assets; however, its systems may still be susceptible to defects, operational failures, or cyber-attacks. Cyberattacks across industries are growing more frequent, persistent, and sophisticated, often carried out by well-funded groups, individuals or state actors. Techniques to obtain unauthorized, improper or illegal access to systems and information (including personal data and digital assets), disable or degrade services, or sabotage systems are constantly evolving, hard to detect, and may go unnoticed until after an attack. Such threats may target the company or its third-party providers. The company may experience security breaches as a result of human error, insider threats, malfeasance or system flaws. Specifically, the company expects ongoing attempts at unauthorized access through hacking, phishing, social engineering, fraud, and other methods implemented by criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, and insiders. Some attacks, including dormant or undetectable threats, could harm the company even without directly breaching its systems. Remote work and geopolitical conflicts, such as the ongoing conflicts in Russia-Ukraine and Israel-Hamas, and other future conflicts, heighten these risks. Any loss, theft, or restriction on access to the company's SOL held with BitGo Trust could materially and adversely affect its business operations, financial condition, and results of operations. The company's involvement in digital assets may subject it to reputational risk. The use of digital assets by companies remains controversial and may be negatively perceived by investors, customers, regulators, or other stakeholders. Association with the volatility or speculative nature of digital assets could harm the company's reputation, reduce customer confidence in its core fitness equipment business, and adversely impact its ability to raise capital or attract strategic partners.
Analysis on 11/2/2026
