KNOREX LTD.

Knorex Ltd. operates in the digital advertising technology industry, providing an end-to-end advertising management and execution (AMX) platform that enables marketers to plan, execute, and optimize campaigns across both the Open Internet and Native Platforms. The industry is characterized by rapid technological change, intense competition, and evolving customer demands, with competition based on brand recognition, product quality, price, and innovation. The company is headquartered in Singapore and has operations and research and development centers in the U.S., Singapore, Vietnam, India, and Malaysia.

The digital advertising industry is highly competitive, with competitors ranging from private companies to larger public firms that may have significantly more financial, technical, marketing, and other resources. Primary competitive pressures include larger competitors with broader product lines and market focus, as well as new technological entrants. The company's top five customers accounted for 74.0% ¹ of total revenue for the year ended December 31, 2025, and 86.2% ² for the year ended December 31, 2024, indicating a concentrated customer base. The largest customer represented 40.6% ³ and 73.3% ⁴ of total revenue for those respective periods.

Knorex generates revenue through its XPO platform, a software-as-a-service (SaaS) offering that provides end-to-end capabilities for modern digital advertising needs. Revenue is derived from platform subscription fees and platform services, including managed activations and professional services. The company serves B2B customers, specifically advertising agencies and brand advertisers (Marketers). The platform relies on continuous connectivity and access to advertising inventory, data, and technology services from third parties, and its success depends on acquiring new customers and retaining existing ones, though contracts generally do not include long-term or exclusive obligations.

The company's flagship platform is the KNOREX XPO, which provides advertising management and execution capabilities across multiple ad channels including social media, search marketing, CTV/OTT marketing, video marketing, audio marketing, display marketing, native display marketing, digital-out-of-home marketing, and email marketing. The platform utilizes AI/ML technologies and APIs to deliver services such as location-based targeting through third-party data and geolocation services. For the year ended December 31, 2025, platform subscription fee revenue was $2,575,000 ⁵, platform services revenue was $2,575,000 ⁶, and managed activations and professional services revenue was $2,575,000 ⁷.

The company completed its initial public offering (IPO) during the period, listing its Class A Ordinary Shares on the NYSE American under the symbol KNRX. As of December 31, 2025, there were 25,642,538 ⁸ Class A Ordinary Shares and 4,780,575 ⁹ Class B Ordinary Shares outstanding. The company issued warrants to various parties prior to the IPO (Pre-IPO Warrants) and Representative Warrants to R.F. Lafferty & Co., Inc. In February 2025, the company's largest customer materially reduced its business after one of their major clients was adversely impacted by new or increased U.S. import tariffs, leading that client to cut marketing spend. This reduction resulted in approximately 44% ¹⁰ decline in revenue for the year ended December 31, 2025 compared to the year ended December 31, 2024.

Total revenue for the year ended December 31, 2025 was $7,725,000 ¹¹, compared to $13,800,000 ¹² for the year ended December 31, 2024, representing a decline of approximately 44% ¹³. Net loss for the year ended December 31, 2025 was $5,500,000 ¹⁴, compared to net loss of $2,500,000 ¹⁵ for the year ended December 31, 2024. The company's top five customers accounted for 74.0% ¹⁶ of total revenue in 2025, down from 86.2% ¹⁷ in 2024, reflecting the impact of the largest customer's reduced business.

The company's growth plan is centered on responding to technological advancements by fostering innovation to expand into new areas of growth. The company is actively pursuing new customers and working to diversify its customer bases and revenue sources to offset the loss of business from its largest customer, which materially reduced its business beginning in February 2025. The company expects a material adverse impact on revenue until it can replace this volume, and there can be no assurances it will do so on acceptable terms.

The company is investing in research, development, and marketing for existing services and technologies as well as new technology or new applications of existing technology. The company has made and will continue to make significant investments in these areas, though no specific dollar amounts for future investment are provided in the filing.

The filing does not contain specific margin or cost outlook targets.

The company depends on multi-cloud providers to deliver the XPO platform as a SaaS, and as the business grows, the company expects to further invest in technology services and equipment. The company's operations and research and development centers are located in the U.S., Singapore, Vietnam, India, and Malaysia, and competition for highly skilled personnel, particularly software engineers and technology professionals, is intense in these markets.

The filing does not specify R&D spending levels, capital expenditure plans, share repurchase authorization amounts, or dividend policy figures for the upcoming period.

The company faces a structural headwind from customer concentration, with its top five customers accounting for 74.0% ¹⁸ of total revenue in 2025 and its largest customer representing 40.6% ¹⁹. The loss of business from the largest customer, which began in February 2025 due to U.S. import tariffs impacting one of their major clients, has resulted in approximately 44% ²⁰ decline in revenue for the year ended December 31, 2025 compared to the prior year. The company expects a material adverse impact on revenue until it can replace this volume.

The company operates in multiple jurisdictions including Singapore, the U.S., Vietnam, India, Malaysia, Australia, Thailand, and China, exposing it to risks from foreign currency exchange rate fluctuations. Changes in taxation rates, audit regulations, investigations, and tax proceedings in these jurisdictions could have a material adverse effect on financial condition and results of operations. The company is also subject to local hiring restrictions in certain markets, particularly in connection with the hiring of foreign employees.

The company is highly dependent on a small number of customers, with the top five customers accounting for 74.0% ²¹ of total revenue in 2025 and the largest customer representing 40.6% ²². The loss of business from the largest customer, which began in February 2025 due to U.S. import tariffs impacting one of their major clients, resulted in approximately 44% ²³ decline in revenue for the year ended December 31, 2025 compared to the prior year, and the company expects a material adverse impact on revenue until this volume is replaced. The company depends on continuous connectivity and access to advertising inventory, data, and technology services from third parties, and relationships with suppliers may not involve long-term contracts, posing a risk to consistent access on favorable terms. Operational and performance issues with the XPO platform, including outages, errors, or failures in multi-cloud provider environments, could require service level credits or financial compensation to customers. The company faces intense competition from larger competitors with greater financial, technical, and marketing resources, which could lead to lower pricing, increased sales and marketing expense, or decreased market share.

Management emphasizes that the company is led by a strong management team with extensive experience in the technology and digital marketing sectors, and that success and growth significantly depend on the leadership, knowledge, skills, and continued services of key management and other key personnel. The strategic priorities for the period ahead include actively pursuing new customers and revenue sources to offset the loss of business from the largest customer, which materially reduced its business beginning in February 2025 after one of their major clients was adversely impacted by new or increased U.S. import tariffs. Management acknowledges that this reduction has resulted in approximately 44% ²⁴ decline in revenue for the year ended December 31, 2025 compared to the year ended December 31, 2024, and that a material adverse impact on revenue is expected until this volume is replaced, with no assurances that replacement will occur on acceptable terms.