UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

For the transition period from to  

Commission file number: 001-42906

AMBITIONS ENTERPRISE MANAGEMENT CO. L.L.C

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

Cayman Islands

(Jurisdiction of incorporation or organization)

630 Business Village Block B

Port Saeed Deira, Dubai, United Arab Emirates
(Address of principal executive offices)

Zhengang Tang, Chief Executive Officer

Telephone: +971504557658

Email: [email protected]

At the address of the Company set forth above

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

An aggregate of 10,965,000 Class A ordinary shares and 18,760,000 Class B ordinary shares, par value $0.0000001 per share, were outstanding as of December 31, 2025.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

TABLE OF CONTENTS

INTRODUCTION

In this annual report on Form 20-F, unless the context otherwise requires, references to:

We do not have any material operations of our own. We are a holding company with operations conducted in the UAE through our subsidiaries using AED, the currency of the UAE. Our subsidiaries’ reporting currency is in AED. This annual report contains translations of certain foreign currency amounts into U.S. dollars. In this annual report, we refer to assets, obligations, commitments, and liabilities in our consolidated financial statements in United States dollars or USD. These USD references are based on the exchange rate of AED to USD, determined as of a specific date or for a specific period. Changes in the exchange rate will affect the amount of our obligations and the value of our assets in terms of USD which may result in an increase or decrease in the amount of our obligations and the value of our assets, including accounts receivable. No representation is made that the USD amounts could have been, or could be, converted, realized or settled into USD at such rate or at any other rate.

INDUSTRY AND MARKET DATA

This annual report contains estimates, projections, and other information concerning our industry, our business, and the markets for our services, including, but not limited to, our general expectations and market position, market opportunity, and market size. Information that is based on estimates, forecasts, projections, market research, or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. Unless otherwise expressly stated, we obtained this industry, business, market, and other data from our own internal estimates and research as well as from reports, research surveys, studies, and similar data prepared by market research firms and other third parties, industry, and general publications, government data, and similar sources. While we are responsible for the accuracy of such information and believe our internal company research as to such matters is reliable and the market definitions are appropriate, neither such research nor these definitions have been verified by any independent source.

In addition, assumptions and estimates of our and our industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Item 3. Key Information—D. Risk Factors.” These and other factors could cause our future performance to differ materially from our assumptions and estimates. See “Special Note Regarding Forward-Looking Statements.”

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act, relating to our operations, results of operations, and other matters that are based on our current expectations, estimates, assumptions, and projections. Statements regarding our future and projections relating to revenue, cost of sales, operating expenses, income (loss), and potential growth opportunities are typical of such statements. The forward-looking statements appear in a number of places, including, but not limited to, “Item 5. Operating and Financial Review and Prospects.” Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. In some cases, you can identify forward-looking statements by the words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “is/are likely to,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “target,” “continue,” and “ongoing,” or the negative of these terms or other comparable terminology intended to identify statements about the future. The forward-looking statements and opinions are based upon current expectations and, while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements.

The forward-looking statements included in this annual report relate to, among other things:

Part I

Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not Applicable.

Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable.

Item 3. KEY INFORMATION

A. [Reserved]

B. Capitalization and Indebtedness

Not applicable.

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

Risks Related to Our Business

Our subsidiaries’ operating history may not be indicative of their future growth or financial results and our subsidiaries may not be able to sustain their historical growth rates.

Our subsidiaries’ operating history may not be indicative of their future growth or financial results. There is no assurance that our subsidiaries will be able to grow their revenue in future periods. Their growth rates may decline for any number of possible reasons, and some of them are beyond their control, including decreasing client demand, increasing competition, declining growth of the event planning and tourism industry in general, emergence of alternative business models, or changes in government policies or general economic conditions. Our subsidiaries expect to continue to expand their offerings to and to increase their customer base. However, the execution of their expansion plan is subject to uncertainty and the number of clients may not grow at the rate they expect for the reasons stated above. If their growth rates decline, investors’ perceptions of their business and prospects may be adversely affected and the market price of our Class A Ordinary Shares could decline.

A decline in general economic conditions or a disruption of financial markets may affect tourism markets or the discretionary income of consumers, which in turn could adversely affect our profitability.

Our subsidiaries’ operations are influenced by the overall health of the economy, especially factors that directly affect tourism and leisure demand. Economic downturns, whether local or global, can lead to a reduction in consumer spending on non-essential items, including travel and leisure activities. As people experience a decrease in their disposable income during such periods, they are likely to cut back on expenses like vacations, weekend getaways, and other forms of tourism. Concurrently, corporate behavior shifts in response to economic pressures, with organizations opting for local venues for events rather than international locations. This may pose a challenge to our subsidiaries’ MICE management business, which may also adversely affect our financial condition and results of operations.

Moreover, disruptions in financial markets can lead to broader economic instability, affecting consumer confidence and spending habits. When financial markets face turbulence, potential tourists may become more cautious about their expenditures, opting to save rather than spend on travel. This shift in consumer behavior can result in a decreased demand for our subsidiaries tourism agency services, leading to a reduction in revenue for our subsidiaries, and our financial condition and results of operations may be materially and adversely affected as a result.

The event planning industry is highly competitive and has grown rapidly in the past few years. If our subsidiaries are unable to compete successfully, our financial condition and results of operations may be harmed.

The event planning industry has been developing rapidly and becoming competitive in recent years. As it is relatively easy to enter the market, there are many event planners providing services of various qualities. Competition is mainly based on rates, brand recognition, turnaround time, quality of venue, and service levels. Our subsidiaries’ clients may change their budgets and preferences and choose event planners that offer lower rates or have access to venues and facilities that our subsidiaries do not have access to, which may have an adverse effect on our subsidiaries’ competitive position and our results of operations and financial condition.

High customer concentration exposes our subsidiaries to all of the risks faced by their major customers and may subject them to significant fluctuations or declines in revenue, which may have a material adverse impact on our business, financial condition, and results of operations.

For the years ended December 31, 2025 and 2024, no customer individually represented more than 10% of the Group’s total revenue. For the year ended December 31, 2023, CTG MICE Service Company Limited and Shandong Weichai Import and Export Corporation were the two customers that accounted for more than 10% of the Company’s total revenue, accounting for 20.8% and 11.1% of our total revenue, respectively. As of December 31, 2025, there was one customer, Customer A, that accounted for approximately 12.2% of the Group’s total accounts receivable. As of December 31, 2024, no customer accounted for more than 10% of the Group’s accounts receivable. As of December 31, 2023, Shandong Weichai Import and Export Corporation accounted for approximately 19.6% of the Group’s accounts receivable.

Although our subsidiaries continually seek to diversify their customer base, we cannot assure you that the proportion of the revenue contribution from these customers to our subsidiaries’ total revenue will decrease in the near future. Dependence on these customers will expose our subsidiaries to the risks of substantial losses. Specifically, any one of the following events, among others, may cause material fluctuations or declines in our subsidiaries’ revenue and have a material and adverse effect on our business, financial condition, and results of operations:

If our subsidiaries fail to maintain relationships with these clients, and if they are unable to find replacement clients on commercially desirable terms or in a timely manner or at all, our business, financial condition, and results of operations may be materially and adversely affected.

Our subsidiaries use third-party services in connection with their business, and any disruption to these services could result in a disruption to their business, negative publicity, and a slowdown in the growth of their customer base, materially and adversely affecting our business, financial condition, and results of operations.

Our business depends on services provided by, and relationships with, various third parties. In particular, for the year ended December 31, 2025, fees paid to the International Air Transport Association accounted for 20.2% of our subsidiaries’ overall purchases. For the year ended December 31, 2024, fees paid to the International Air Transport Association accounted for 19.8% of our subsidiaries’ overall purchases. For the year ended December 31, 2023, fees paid to the International Air Transport Association accounted for 24.1% of our subsidiaries’ overall purchases. See “Business—Suppliers.”

If such third parties increase the prices of their services, fail to provide their services effectively, terminate their services or agreements, or discontinue their relationships with our subsidiaries, our subsidiaries could suffer service interruptions, reduced revenue, or increased costs, any of which may have a material adverse effect on our business, financial condition, and results of operations.

Our subsidiaries have entered into a number of related party transactions in the ordinary course of their business, and may continue to enter into related party transactions in the future, which may materially and adversely affect our business, financial condition, and results of operations.

In the ordinary course of our subsidiaries’ business, they have entered into transactions with related parties. As of December 31, 2025, December 31, 2024, and December 31, 2023, the amounts due from related parties amounted to $735,590, $1,034,432, and $1,222,771, respectively.

We cannot guarantee that our subsidiaries will not continue to enter into related party transactions in the future. In addition, there can be no assurance that they have achieved and will achieve the most favorable terms with related parties for each related party transaction. Furthermore, there can be no assurance that the above-mentioned transactions or any future related party transactions that they may enter into, individually or in the aggregate, will not have an adverse effect on our business, financial condition, and results of operations. Further, the transactions with the related parties may potentially involve conflicts of interest. Additionally, there can be no assurance that any disputes that may arise among our subsidiaries and related parties will be resolved in our subsidiaries’ favor. For details, see “Related Party Transactions.”

Misconduct and errors by our subsidiaries’ employees and the employees of third parties our subsidiaries work with could harm our business and reputation.

Our subsidiaries are exposed to many types of operational risks, including the risk of misconduct and errors by their employees and the employees of third-party business partners that our subsidiaries work with. Our business depends on our subsidiaries’ employees and third parties, such as hotels, restaurants, and shops to provide services such as accommodation, dining, and shopping. We could be materially and adversely affected if these employees or partners engage in misconduct or negligence. It is not always possible to identify and deter misconduct or errors by employees or third-party business partners, and the precautions our subsidiaries take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses. If any of their employees or employees of third-party business partners take, convert, or misuse funds or documents, or fail to follow rules and procedures when interacting with current or prospective clients, our subsidiaries could be liable for damages and subject to regulatory actions and penalties. Our subsidiaries could also be perceived to have facilitated or participated in the illegal misappropriation of funds or documents, or the failure to follow rules and procedures, and therefore be subject to civil or criminal liability. Any of these occurrences could result in the diminished ability to operate our business, potential liability to clients, inability to attract new clients, reputational damage, regulatory intervention, and financial harm, which could negatively impact our business, financial condition, and results of operations.

The seasonality of the tourism industry in the UAE impacts our operating results.

Our subsidiaries experience seasonality in their business, especially from June to August, due to the extreme summer weather in Dubai, which leads to a decline in tourism and a reduced demand for outdoor events and activities. Consequently, our revenue during these months falls below the average of other quarters. Therefore, our operating results for a certain period within a calendar year may not correctly indicate our performance for the entire calendar year. Prospective investors should be aware of this seasonal fluctuation when making any comparison of our operating results.

Our subsidiaries do not have any business interruption or property insurance, and they may incur liabilities that are not covered by insurance, which could expose them to significant costs and business disruption.

While our subsidiaries seek to maintain appropriate levels of insurance, not all claims are insurable, and they may experience major incidents of a nature that are not covered by insurance. They do not carry any professional liability insurance. They have not purchased any property insurance or business interruption insurance.

Our subsidiaries have determined that insuring against such risks is impractical due to the high costs and challenges in obtaining such insurance on commercially reasonable terms. They consider their insurance coverage to be sufficient for their business operations. Our subsidiaries maintain an amount of insurance protection that they believe is adequate, but there can be no assurance that such insurance will continue to be available on acceptable terms or that such insurance coverage will be sufficient or effective under all circumstances and against all liabilities to which they may be subject.

Our subsidiaries could, for example, be subject to substantial claims for damages upon the occurrence of several events within one calendar year. In addition, their insurance costs may increase over time in response to any negative development in their claim history or due to material price increases in the insurance market in general. If our subsidiaries were to incur substantial losses or liabilities due to fire, explosions, floods, other natural disasters or accidents or business interruption, their results of operations could be materially and adversely affected, which could materially and adversely affect our financial condition and results of operations as well.

Our subsidiaries may not successfully acquire and integrate other businesses, form and manage alliances, or divest businesses.

Our subsidiaries may pursue acquisitions, strategic alliances, or divestitures of some of their businesses as part of the business strategy. Our subsidiaries may not complete these transactions in a timely manner, on a cost-effective basis or at all. In addition, it may be subject to regulatory constraints or limitations or other unforeseen factors that prevent them from realizing the expected benefits. Even if they are successful in making an acquisition, the business that are acquired may not be successful or may require significantly greater resources and investments than originally anticipated. They may be unable to integrate acquisitions successfully into their existing business, and they may be unable to achieve expected gross margin improvements or efficiencies. They also could incur or assume significant debt and unknown or contingent liabilities. Their reported results of operations could be negatively affected by acquisition or disposition-related charges, amortization of expenses related to intangibles, and charges for impairment of long-term assets. They may be subject to litigation in connection with, or as a result of, acquisitions, dispositions, or alliances, including claims from terminated employees, clients, or third parties, and they may be liable for future or existing litigation and claims related to the acquired business, disposition, or alliance because either they are not indemnified for such claims or the indemnification is insufficient. These effects could cause our subsidiaries to incur significant expenses and could materially adversely affect our operating results and financial condition.

If we do not obtain substantial additional financing, our ability to execute our business plan will be impaired.

Our plans for business expansion and development are dependent upon our raising significant additional capital. Our plans call for significant new investments in development of new travel itineraries, global market expansion in Europe and Australia through acquisitions of local travel agencies and establishment of new subsidiaries, and development of travel assistance tools such as digital tourism robot. Management estimates that our capital needs for expansion will be approximately $5 million. Should our capital needs be higher than estimated, we will be required to seek additional investments, loans, or debt financing to fully pursue our business plans. Such additional investment may not be available to us on terms that are favorable or acceptable. Should we be unable to meet our full capital needs, our ability to fully implement our business plan will be impaired.

If we cannot retain, attract, and motivate key personnel, we may be unable to effectively implement our business plan.

Our success depends in large part upon our ability to retain, attract, and motivate highly skilled management, research and development, marketing, and sales personnel. The loss of and failure to replace key technical management and personnel could adversely affect multiple development efforts. Recruitment and retention of senior management and skilled technical, sales and other personnel is very competitive, and we may not be successful in either attracting or retaining such personnel. We may lose key personnel to other high technology companies, and many larger companies with significantly greater resources than us may aggressively recruit key personnel. As part of our strategy to attract and retain key personnel, we may offer equity compensation through grants of share options, restricted share awards or restricted share units. Potential employees, however, may not perceive our equity incentives as attractive enough. In addition, due to the intense competition for qualified employees, we may be required to, and have had to, increase the level of compensation paid to existing and new employees, which could materially increase our operating expenses.

Pandemics and epidemics, natural disasters, terrorist activities, political unrest, and other outbreaks could disrupt our subsidiaries’ operations, which could materially and adversely affect our subsidiaries’ and our business, financial condition, and results of operations.

Global pandemics, or fear of spread of contagious diseases, such as Ebola virus disease, COVID-19, Middle East respiratory syndrome, severe acute respiratory syndrome, H1N1 flu, H7N9 flu, and avian flu, as well as hurricanes, earthquakes, tsunamis, or other natural disasters could disrupt our subsidiaries’ business operations, reduce or restrict their supply of services, incur significant costs to protect their employees, or result in regional or global economic distress, which may materially and adversely affect our subsidiaries’ and our business, financial condition, and results of operations. Actual or threatened war, terrorist activities, political unrest, civil strife, and other geopolitical uncertainty could have a similar adverse effect on our subsidiaries’ and our business, financial condition, and results of operations. Any one or more of these events may impede our subsidiaries’ operating efforts and adversely affect their operating results, or even for a prolonged period of time, which could materially and adversely affect our subsidiaries’ and our business, financial condition, and results of operations.

Our subsidiaries are also vulnerable to natural disasters and other calamities. We cannot assure you that our subsidiaries are adequately protected from the effects of fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, war, riots, terrorist attacks, or similar events. Any of the foregoing events may give rise to interruptions, damage to our subsidiaries’ property, breakdowns, system failures, technology platform failures, or internet failures, which could adversely affect our subsidiaries and our business, financial condition, and results of operations.

Geopolitical conflicts involving Iran, military actions in the Middle East, and the war in Ukraine may adversely affect global economic conditions and cause significant volatility in the trading price of our Class A Ordinary Shares.

The heightened military conflict involving the United States, Israel, and Iran, which escalated significantly in February 2026, has led to profound instability in global financial and energy markets. These events, including the closure of strategic airspaces and critical maritime routes such as the Strait of Hormuz and the Red Sea, have contributed to a dramatic increase in the price of oil and gas and created widespread market uncertainty. The ongoing disruptions caused by these military actions, and the potential for further escalation, could result in protracted and severe damage to the global economy and investment climate.

Furthermore, the continuing war in Ukraine and the resulting sanctions levied by the United States, the European Union, and other nations against Russia continue to impact global financial markets. The extent and duration of these military actions in the Middle East and Eastern Europe, as well as the resulting sanctions and market disruptions, are impossible to predict but are expected to remain substantial.

Moreover, we conduct a substantial portion of our operations in the Middle East, particularly in the UAE, where many of our officers and directors reside. Our business, as a tour operator, travel agency, and provider of event planning and management services, is sensitive to regional economic, political, and security conditions. Ongoing hostilities involving Israel, the Gaza Strip, and neighboring regions, including the conflict that began on October 7, 2023, may disrupt travel patterns, reduce tourism demand, and lead to airspace restrictions, border or customs closures, and flight delays. While our operations have not yet been materially impacted, any escalation or prolongation of these conflicts could materially and adversely affect our business, financial condition, and results of operations.

Such geopolitical instability often leads to broad sell-offs in the equity markets and heightened investor sensitivity to risk. Consequently, these developments may materially and adversely affect the market price of our Class A Ordinary Shares, regardless of our actual operating performance. We cannot predict the ultimate progress or outcome of these situations, and any prolonged unrest or intensified military activities could have a material adverse effect on the global economy, which in turn could negatively impact our financial condition and the value of our securities.

Damage to our brand image could have a material adverse effect on our growth strategy and our business, financial condition, results of operations, and prospects.

Maintaining and enhancing our brand is critical to expanding our base of clients. Our ability to maintain and enhance our brand depends largely on our ability to maintain client confidence in our service offerings. If clients do not have a satisfactory experience with our services, our clients may seek out alternatives from our competitors and may not return to us in the future, or at all.

In addition, unfavorable publicity regarding, for example, our practices relating to privacy and data protection, competitive pressures, litigation or regulatory activity, could seriously harm our reputation. Such negative publicity also could have an adverse effect on the size, engagement, and loyalty of our client base and result in decreased total revenue which could adversely affect our business, financial condition, and results of operations. Client complaints or negative publicity about our services, company practices, employees, client data handling, and security practices could rapidly and severely diminish our clients’ confidence in us and result in harm to our brands.

If our subsidiaries are not able to implement their strategies to achieve their business objectives, their business operations, and financial performance will be adversely affected.

Our subsidiaries’ business plan and growth strategy are based on currently prevailing circumstances and the assumption that certain circumstances will or will not occur, as well as the inherent risks and uncertainties involved in various stages of development. However, there is no assurance that our subsidiaries will be successful in implementing their strategies or that their strategies, even if implemented, will lead to the successful achievement of their objectives. If they are not able to successfully implement their strategies, their business operations and financial performance will be adversely affected, which will adversely affect our financial condition and results of operations as well.

Our subsidiaries are subject to legal and regulatory proceedings from time to time in the ordinary course of their business.

Our subsidiaries have not been subject to any material allegations or complaints in the past, but they may be involved in legal and other disputes in the ordinary courses of their business, including allegations against them for potential infringement of third-party copyrights or other intellectual property rights, as well as client complaints in relation to the quality of their services and other dissatisfaction. Our subsidiaries might also be involved in governmental investigations for content posted on their websites or other aspect of their business operation in the future. Any claims against them, with or without merit, could be time-consuming and costly to defend or litigate, divert the management’s attention and resources or harm the brand equity. If a lawsuit or governmental proceeding against our subsidiaries is successful, they may be required to pay substantial damages or fines. Our subsidiaries may also lose, or be limited in, the rights to offer some of their services or be required to make changes to their offerings or business model. As a result, the scope of our subsidiaries’ service offerings could be reduced, which could adversely affect their ability to attract new clients, harm their reputation and have a material adverse effect our business, financial condition, and results of operations.

Moreover, being a public company raises our public profile, which may result in increased litigation as well as increased public awareness of any such litigation. There is substantial uncertainty regarding the scope and application of many of the laws and regulations to which we are subject, which increases the risk that we will be subject to claims alleging violations of those laws and regulations. We may also be accused of having, or be found to have, infringed, misappropriated, or otherwise violated third-party intellectual property rights.

We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws.

We are facilitating overseas business development. The U.S. Foreign Corrupt Practices Act and similar anti-bribery laws generally prohibit companies and their intermediaries from making improper payments to foreign government officials for the purpose of obtaining or retaining business. Practices in the local business communities of many countries outside the United States have a level of government corruption that is greater than that found in the developed world. Our policies mandate compliance with these anti-bribery laws and we have established policies and procedures designed to monitor compliance with these anti-bribery law requirements; however, we cannot assure you that our policies and procedures will protect us from all potential reckless or criminal acts committed by individual employees or agents. If we are found to be liable for anti-bribery law violations, we could suffer from criminal or civil penalties or other sanctions that could have a material adverse effect on our business.

Risks Related to Doing Business in Certain Countries and Regions

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

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

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

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

Investing in GCC markets carries certain risks that should be taken into consideration. Some of the key risks include:

The economies within the GCC region are highly dependent upon the oil and gas industry.

The UAE’s economy as well as a number of other economies within the GCC region are highly dependent upon the oil and gas industry. Oil and gas prices fluctuate in response to changes in many factors, including, but not limited to:

Oil prices have historically been volatile, declining significantly beginning in June 2014 and experiencing periodic fluctuations since then. More recently, geopolitical tensions in the Middle East, including the ongoing conflict involving Iran, have contributed to renewed volatility in global oil markets, with prices subject to sharp increases as well as sudden declines. If oil prices decline or remain unstable, this could adversely affect the gross domestic product and other economic indicators of oil-producing countries, such as the UAE, resulting in fewer tourists and business travelers coming into the countries, which could have a material adverse effect on our business, financial condition, and results of operations.

Our business may be adversely affected by changes in government policies, laws, and regulations in the UAE.

We conduct all of our business through our subsidiaries in the UAE. As such, our business may be adversely affected by changes in government policies, laws, and regulations in the UAE.

On January 16, 2023, the Ministry of Finance of the UAE introduced a 9% federal corporate tax regime for the first time in the UAE to be applied on the adjusted accounting net profits of a business above AED375,000 (US$102,110), which came into effect on 1 June 2023. Both of our subsidiaries, Hunter Dubai and Multiple Dubai are subject to corporate income tax in the UAE as their net profits meet the AED375,000 (US$102,110) threshold. However, under the UAE corporate tax regime, group-level considerations, including transfer pricing and intra-group transactions, may affect the overall tax exposure of the Group.

Moreover, value added tax, or VAT, was introduced in the UAE on January 1, 2018, at a rate of 5%. Whilst VAT will apply to our business transactions in the UAE, it has not had a material impact on our business. However, any further change in VAT in the UAE could increase the costs for users to purchase our services and may reduce user spending as a result, which could adversely affect our revenue.

In addition, the AED, which is the legal currency of the UAE, has been pegged to the US dollar at 3.6725 AEDs per U.S. dollar since November 1997. However, there can be no assurance that the AED will not be de-pegged in the future or that the existing peg will not be adjusted in a manner that negatively impacts the level of economic activities in the UAE or negatively impacts the attractiveness of the UAE as a tourist destination. Any such de-pegging or adjustment could have a material adverse effect on our business, financial condition, and results of operations.

The economic, political, and social conditions in the GCC region, as well as government policies, laws, and regulations, could affect our business, financial condition, and results of operations.

Our subsidiaries are located in the UAE, and they provide travel agency services in the GCC region, therefore, they must comply with the applicable laws and regulations in the jurisdiction of the GCC region. The regulatory bodies in the GCC region may not be as fully matured and as established as those of the United States. Existing laws and regulations may be applied inconsistently with anomalies in their interpretation or implementation. Inconsistent interpretation or implementation in relation to existing laws and regulations could restrict our subsidiaries’ ability to offer their services in the relevant jurisdictions, which could materially and adversely affect our business, financial condition, and results of operations.

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

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

Risks Relating to Our Capital Structure

Our dual-class capital structure has the effect of concentrating voting control with our chief executive officer and chairman, and his interests may not be aligned with the interests of our other shareholders.

We have a dual-class voting structure consisting of Class A Ordinary Shares and Class B Ordinary Shares. Under the dual-class structure, on a show of hands, every shareholder present at a general meeting shall have one vote, and on a poll, holders of Class A Ordinary Shares are entitled to one vote per Class A Ordinary Share, and holders of Class B Ordinary Shares are entitled to 30 votes per Class B Ordinary Share, which may cause the holders of Class B Ordinary Shares to have an unbalanced, higher concentration of voting power. As of the date of this annual report, our chairman of the board of directors, director, and chief executive officer, Mr. Zhengang Tang, beneficially holds 6,776,000 Class A Ordinary Shares and 13,132,000 Class B Ordinary Shares, which represents 61.80% and 70%, respectively, of our then issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, and collectively represent approximately 69.69% of the aggregate voting power of our issued and outstanding share capital. As such, we are deemed a “controlled company” under Nasdaq Marketplace Rules 5615(c). However, we do not intend to avail ourselves of the corporate governance exemptions afforded to a “controlled company” under the Nasdaq Listing Rules.

Mr. Zhengang Tang, as the controlling shareholder of our Company, has substantial influence over our business, including decisions regarding mergers, consolidations, and the sale of all or substantially all of our assets, election of directors, and other significant corporate actions. He may take actions that are not in the best interests of us or our other shareholders. These corporate actions may be taken even if they are opposed by our other shareholders. Further, such concentration of voting power may discourage, prevent, or delay the consummation of change of control transactions that shareholders may consider favorable, including transactions in which shareholders might otherwise receive a premium for their shares. Future issuances of Class B Ordinary Shares may also be dilutive to the holders of Class A Ordinary Shares. As a result, the market price of our Class A Ordinary Shares could be materially and adversely affected.

Our dual-class capital structure may adversely affect the trading market for our Class A Ordinary Shares.

We have a dual-class voting structure consisting of Class A Ordinary Shares and Class B Ordinary Shares. However, several shareholder advisory firms announced their opposition to the use of multiple-class structures. As a result, the dual-class structure of our Ordinary Shares may cause shareholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure. Any actions or publications by shareholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of our Class A Ordinary Shares.

Risks Relating to Our Class A Ordinary Shares and the Trading Market

Nasdaq may apply additional and more stringent criteria for our continued listing, since our insiders hold a large portion of our listed securities.

Nasdaq Listing Rule 5101 provides Nasdaq with broad discretionary authority over the initial and continued listing of securities on Nasdaq and Nasdaq may use such discretion to deny initial listing, apply additional or more stringent criteria for the initial or continued listing of particular securities, or suspend or delist particular securities based on any event, condition, or circumstance that exists or occurs that makes initial or continued listing of the securities on Nasdaq inadvisable or unwarranted in the opinion of Nasdaq, even though the securities meet all enumerated criteria for initial or continued listing on Nasdaq. In addition, Nasdaq has used its discretion to deny initial or continued listing or to apply additional and more stringent criteria in the instances, including: (i) where the company engaged an auditor that has not been subject to an inspection by the Public Company Accounting Oversight Board (the “PCAOB”), an auditor that PCAOB cannot inspect, or an auditor that has not demonstrated sufficient resources, geographic reach, or experience to adequately perform the company’s audit; (ii) where the company planned a small public offering, which would result in insiders holding a large portion of the company’s listed securities (in which instance, Nasdaq was concerned that the offering size was insufficient to establish the company’s initial valuation, and there would not be sufficient liquidity to support a public market for the company); and (iii) where the company did not demonstrate sufficient nexus to the U.S. capital market, including having no U.S. shareholders, operations, or members of the board of directors or management. Since our insiders hold a large portion of our listed securities, Nasdaq may apply additional and more stringent criteria for our continued listing. If we fail to satisfy Nasdaq’s enhanced listing requirements, or even if we satisfy such requirements but Nasdaq nevertheless determines that the continued listing of our securities is inadvisable or unwarranted, Nasdaq may delist our Class A Ordinary Shares. Any such delisting could materially and adversely affect the trading market for our Class A Ordinary Shares and could cause their value to decline significantly or become worthless.

Nasdaq has proposed a new $5 million minimum market value continued listing requirement that, if approved, could result in immediate suspension and delisting of our Class A Ordinary Shares without any cure period or opportunity to regain compliance.

On January 13, 2026, Nasdaq proposed new listing rules requiring companies on the Nasdaq Global and Capital Markets to maintain a minimum market value of listed securities of at least $5 million. Under this proposal, if our market value falls below $5 million for 30 consecutive business days, our Class A Ordinary Shares would be immediately suspended from trading and delisted from Nasdaq, with no cure period, no compliance period, and no stay of suspension during any appeal.

This proposed rule represents a fundamental departure from Nasdaq’s traditional approach to listing deficiencies. Unlike other continued listing requirements that provide companies with 180 days or more to regain compliance, the proposed market value requirement would result in immediate and irreversible consequences. While we could request a hearing before a Nasdaq Listing Qualifications Hearings Panel to appeal a delisting determination, such a request would not prevent the immediate suspension of our Class A Ordinary Shares from trading. Furthermore, the panel would have extremely limited discretion and could only reverse the delisting decision if it determines that the initial determination was in error, and the panel could not consider evidence that we had subsequently regained compliance or grant us additional time to do so.

Nasdaq’s proposal reflects its belief that once a company’s market value falls below $5 million, the challenges facing that company are generally not temporary and are so severe that the company is unlikely to regain and sustain compliance for the long term. Nasdaq further believes it is difficult to maintain fair and orderly markets for such low-value companies. The SEC must decide on the proposal within 45 days of publication in the Federal Register, unless it extends the review period, creating uncertainty regarding whether and when this rule may become effective.

Our market value is calculated as our consolidated closing bid price multiplied by our total listed securities. Factors that could cause our market value to fall below the proposed threshold include continued stock price decline, lack of investor interest, adverse market conditions, negative developments in our business operations, dilutive financing transactions, or broader market volatility affecting microcap companies.

This proposal is part of a broader trend of Nasdaq tightening listing standards for smaller issuers, including recent rules granting Nasdaq discretion to deny initial listings based on susceptibility to manipulative trading and other market value-based requirements. This increasingly stringent regulatory environment creates greater challenges for microcap companies such as us to maintain public listings.

If the proposed $5 million market value continued listing requirement is approved and we subsequently fail to maintain the required market value for 30 consecutive business days, our Class A Ordinary Shares would be immediately suspended from trading and delisted from Nasdaq without any opportunity to cure the deficiency. Such suspension and delisting would have severe adverse consequences for our business, our ability to raise capital, and the liquidity and value of our shareholders’ investments. Moreover, even if we remain in compliance with quantitative criteria, Nasdaq retains discretionary authority under Rule IM-5101-1 to suspend or terminate a company’s listing if necessary to protect investors or ensure the orderly operation of the market, which could result in similar adverse consequences even absent a failure to meet specific quantitative thresholds.

Because we are a small company, the requirements of being a public company, including compliance with the reporting requirements of the Exchange Act and certain requirements of the Sarbanes-Oxley Act of 2022 (the “Sarbanes-Oxley Act”) and the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

As a public company with listed equity securities, we must comply with the federal securities laws, rules, and regulations, including certain corporate governance provisions of the Sarbanes-Oxley Act and the Dodd-Frank Act, related rules and regulations of the SEC and the Nasdaq, with which a private company is not required to comply. Complying with these laws, rules and regulations occupies a significant amount of the time of our board of directors and management and significantly increases our costs and expenses. Among other things, we must:

Our stock price may be volatile, which could result in substantial losses to investors.

From the closing of our initial public offering on October 22, 2025 to the date of this annual report, the trading price of our shares has ranged from $0.79 to $37.11 per Class A Ordinary Share. The trading price of our Class A Ordinary Shares could vary significantly as a result of a number of factors, some of which are beyond our control. In the event of a drop in the market price of our Class A Ordinary Shares, you could lose a substantial part or all of your investment in our Class A Ordinary Shares. This may happen because of broad market and industry factors, including the performance and fluctuation of the market prices of other companies with business operations overseas that have listed their securities in the United States. The securities of some of these companies have experienced significant volatility since their initial public offerings, including, in some cases, substantial price declines in their trading prices. The trading performances of other companies’ securities after their offerings may affect the attitudes of investors toward companies listed in the United States in general and consequently may impact the trading performance of our Class A Ordinary Shares, regardless of our actual operating performance.

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

The stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our Class A Ordinary Shares. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. Such litigation, if instituted against us, could result in very substantial costs, divert our management’s attention and resources and harm our business, operating results and financial condition.

Shares eligible for future sale may adversely affect the market price of our Class A Ordinary Shares, as the future sale of a substantial amount of outstanding Class A Ordinary Shares in the public marketplace could reduce the price of our Class A Ordinary Shares.

The market price of our shares could decline as a result of sales of substantial amounts of our shares in the public market, or the perception that these sales could occur. In addition, these factors could make it more difficult for us to raise funds through future offerings of our Class A Ordinary Shares.

In connection with the closing of our initial public offering, all of our officers and directors and shareholders who then owned five (5%) percent or more of our issued and outstanding shares agreed not to sell our Ordinary Shares for a period of six (6) months from September 30, 2025. The Ordinary Shares that were subject to these lock-up agreements became eligible for sale in the public market upon expiration of these lock-up agreements on March 31, 2026, subject to limitations imposed by Rule 144 under the Securities Act of 1933, as amended. As of the date of this annual report, an aggregate of 10,965,000 Class A Ordinary Shares and 18,760,000 Class B Ordinary Shares are outstanding. All of our Class A Ordinary Shares sold in our initial public offering that closed on October 22, 2025 are freely tradable without restriction or further registration under the Securities Act. Commencing on April 1, 2026, all remaining outstanding shares may also be sold in the public market, subject to the restrictions in Rule 144 and Rule 701 under the Securities Act.

If our shareholders sell substantial amounts of our Class A Ordinary Shares in the public market, the market price of our Class A Ordinary Shares could fall. Moreover, the perceived risk of this potential dilution could cause shareholders to attempt to sell their shares and investors to short our Class A Ordinary Shares. These sales also may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

If we fail to implement and maintain an effective system of internal controls or fail to remediate the material weaknesses in our internal control over financial reporting that have been identified, we may fail to meet our reporting obligations or be unable to accurately report our results of operations or prevent fraud, and investor confidence and the market price of our Class A Ordinary Shares may be materially and adversely affected.

Prior to our initial public offering, we were a private company with limited accounting personnel and other resources with which to address our internal controls and procedures. Our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. However, in preparing our consolidated financial statements for the fiscal year ended December 31, 2025, we and our independent registered public accounting firm have identified material weaknesses in our internal control over financial reporting, as defined in the standards established by the PCAOB, and other control deficiencies. The material weaknesses identified included a lack of accounting staff and resources with appropriate knowledge of U.S. GAAP and SEC reporting and compliance requirements. Following the identification of the material weaknesses and control deficiencies, we plan to continue to take remedial measures, including (i) hiring more qualified accounting personnel with relevant U.S. GAAP and SEC reporting experience and qualifications to strengthen the financial reporting function and to set up a financial and system control framework; (ii) implementing regular and continuous U.S. GAAP accounting and financial reporting training programs for our accounting and financial reporting personnel; and (iii) setting up an internal audit function as well as engaging an external consulting firm to assist us with assessment of Sarbanes-Oxley compliance requirements and improvement of overall internal control. However, the implementation of these measures may not fully address the material weaknesses in our internal control over financial reporting. Our failure to correct the material weaknesses or our failure to discover and address any other material weaknesses or control deficiencies could result in inaccuracies in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, our business, financial condition, results of operations, and prospects, as well as the trading price of our Class A Ordinary Shares, may be materially and adversely affected. Moreover, ineffective internal control over financial reporting significantly hinders our ability to prevent fraud.

We are a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Pursuant to Section 404 of the Sarbanes-Oxley Act, we are required to file a report by our management on our internal control over financial reporting, including an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. However, while we remain as an emerging growth company, we will not be required to include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. The presence of material weaknesses in internal control over financial reporting could result in financial statement errors which, in turn, could lead to errors in our financial reports and/or delays in our financial reporting, which could require us to restate our operating results. We might not identify one or more material weaknesses in our internal controls in connection with evaluating our compliance with Section 404 of the Sarbanes-Oxley Act. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal controls over financial reporting, we will need to expend significant resources and provide significant management oversight. Implementing any appropriate changes to our internal controls may require specific compliance training of our directors and employees, entail substantial costs in order to modify our existing accounting systems, take a significant period of time to complete and divert management’s attention from other business concerns. These changes may not, however, be effective in maintaining the adequacy of our internal control.

If we are unable to conclude that we have effective internal controls over financial reporting, investors may lose confidence in our operating results, the price of the Class A Ordinary Shares could decline and we may be subject to litigation or regulatory enforcement actions. In addition, if we are unable to meet the requirements of Section 404 of the Sarbanes-Oxley Act, the Class A Ordinary Shares may not be able to remain listed on the Nasdaq Capital Market.

If we cease to qualify as a foreign private issuer, we would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and we would incur significant additional legal, accounting and other expenses that we would not incur as a foreign private issuer.

As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors, and principal shareholders are exempt from the short-swing profit recovery provisions contained in Section 16 of the Exchange Act. On December 18, 2025, the Holding Foreign Insiders Accountable Act was enacted as part of the National Defense Authorization Act for Fiscal Year 2026, mandating directors and officers of foreign private issuers to file Section 16(a) reports (Forms 3, 4, and 5) with the SEC to report beneficial ownership interests in companies, effective on March 18, 2026. Our principal shareholders who are not our officers or directors, however, will remain exempt from Section 16(a) reporting requirements. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United States domestic issuers, and we are not be required to disclose in our periodic reports all of the information that United States domestic issuers are required to disclose. While we currently qualify as a foreign private issuer, we may cease to qualify as a foreign private issuer in the future, in which case we would incur significant additional expenses that could have a material adverse effect on our results of operations.

Because we are a foreign private issuer and are permitted to take advantage of exemptions from certain Nasdaq corporate governance standards applicable to U.S. issuers, you may have less protection than you would have if we were a domestic issuer.

Nasdaq listing rules require listed companies to have, among other things, a majority of its board members be independent. As a foreign private issuer, however, we are permitted to, and we may follow home country practice in lieu of the above requirements, or we may choose to comply with the above requirement within one year of listing.

The corporate governance practice in our home country, the Cayman Islands, does not require a majority of our board to consist of independent directors. Thus, although a director must act in the best interests of our Company, it is possible that fewer board members will be exercising independent judgment and the level of board oversight on the management of our Company may decrease as a result. In addition, Nasdaq listing rules also require U.S. domestic issuers to have a compensation committee, a nominating and corporate governance committee composed entirely of independent directors, and an audit committee with a minimum of three members. We, as a foreign private issuer, are not subject to these requirements. Nasdaq listing rules may require shareholder approval for certain corporate matters, such as requiring that shareholders be given the opportunity to vote on all equity compensation plans and material revisions to those plans, certain ordinary share issuances. We intend to comply with the requirements of Nasdaq listing rules in determining whether shareholder approval is required on such matters and to appoint a nominating and corporate governance committee. As of the date of this annual report, we do not intend to rely on home country practices with respect to our corporate governance. However, if we elect to follow home country practice in the future in lieu of the requirements under Nasdaq listing rules with respect to certain corporate governance standards, our shareholders may be afforded less protection than they would otherwise receive under the corporate governance listing standards applicable to U.S. domestic issuers.

Because we are an “emerging growth company,” we may not be subject to requirements that other public companies are subject to, which could affect investor confidence in us and our Class A Ordinary Shares.

For as long as we remain an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), we elect to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of shareholder approval of any golden parachute payments not previously approved. Because of these lessened regulatory requirements, our shareholders would be left without information or rights available to shareholders of more mature companies.

Further, we elected to use the extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (1) are no longer an emerging growth company, or (2) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. If some investors find our Class A Ordinary Shares less attractive as a result, there may be a less active trading market for our Class A Ordinary Shares and our share price may be more volatile.

We do not intend to pay dividends for the foreseeable future.

We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. As a result, you may only receive a return on your investment in our Class A Ordinary Shares if we are successfully listed and the market price of our Class A Ordinary Shares increases.

We may experience extreme stock price volatility unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares.

There have been recent instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with a number of recent initial public offerings, especially among companies with relatively smaller public floats. As a relatively small-capitalization company with a relatively small public float, we may experience greater share price volatility, extreme price run-ups, lower trading volume, and less liquidity than large-capitalization companies. In particular, our Class A Ordinary Shares may be subject to rapid and substantial price volatility, low volumes of trades, and large spreads in bid and ask prices. Such volatility, including any share run-up, may be unrelated to our actual or expected operating performance, financial condition, or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares. In addition, investors of our Class A Ordinary Shares may experience losses, which may be material, if the price of our Class A Ordinary Shares declines or if such investors purchase Class A Ordinary Shares prior to any price decline.

Anti-takeover provisions in our articles of association may discourage, delay, or prevent a change in control.

Some provisions of our Amended and Restated Memorandum and Articles may discourage, delay, or prevent a change in control of our Company or management that shareholders may consider favorable, including, among other things, the following:

The laws of the Cayman Islands may not provide our shareholders with benefits comparable to those provided to shareholders of corporations incorporated in the United States.

We are an exempted company incorporated under the laws of the Cayman Islands with limited liability. Our corporate affairs are governed by our Amended and Restated Memorandum and Articles of Association, the Companies Act (As Revised) of the Cayman Islands, and by the common law of the Cayman Islands. The rights of shareholders to take action against our directors, actions by minority shareholders, and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law in the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England and Wales, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law may be narrower in scope or less developed than they would be under statutes or judicial precedents in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws relative to the United States. Therefore, our public shareholders may have more difficulty protecting their interests in the face of actions by our management, directors or controlling shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of the register of members of these companies (other than the memorandum and articles of association, the register of mortgages and charges and any special resolutions passed by shareholders). The Registrar of Companies of the Cayman Islands shall make available the list of the names of the current directors of the Company (and where applicable the current alternate directors of the Company) for inspection by any person upon payment of a fee by such person. Our Amended and Restated Memorandum and Articles provides that our directors have discretion to determine, or our shareholders may by ordinary resolutions resolve to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States. For a discussion of significant differences between the company law of the Cayman Islands and the laws applicable to companies incorporated in the United States and their shareholders.

You may be unable to present proposals before annual general meetings or extraordinary general meetings not called by shareholders.

Cayman Islands law does not provide shareholders with any right to requisition a general meeting or put any proposal before a general meeting. These rights, however, may be provided in a company’s articles of association. Our Amended and Restated Memorandum and Articles allow any one or more of our shareholders holding shares representing in aggregate not less than one-third of all votes attaching to all issued and outstanding shares of our company, to requisition a general meeting of our shareholders, in which case our directors are obliged to call such meeting. Advance notice of at least five calendar days is required for the convening of our annual general shareholders’ meeting and any other general meeting of our shareholders. A quorum required for a meeting of shareholders consists of one or more shareholders present or by proxy, representing not less than one-third of the total issued shares carrying the right to vote at a general meeting of our Company.

The obligation to disclose information publicly may put us at a disadvantage to competitors that are private companies.

We are a public company in the United States. As a public company, we are required to file periodic reports with the SEC upon the occurrence of matters that are material to our Company and shareholders. Although we may be able to attain confidential treatment of some of our developments, in some cases, we will need to disclose material agreements or results of financial operations that we would not be required to disclose if we were a private company. Our competitors may have access to this information, which would otherwise be confidential. This may give them advantages in competing with our Company. Similarly, as a U.S. public company, we will be governed by U.S. laws that our competitors, which are mostly private companies, are not required to follow. To the extent compliance with U.S. laws increases our expenses or decreases our competitiveness against such companies, our public company status could affect our results of operations.

Item 4. INFORMATION ON THE COMPANY

A. History and Development of the Company

Our Corporate History

AMBITIONS ENTERPRISE MANAGEMENT CO. L.L.C was incorporated on November 2, 2023, as an exempted company with limited liability in the Cayman Islands. On October 26, 2023, Ambitions Dubai was incorporated in the UAE and was acquired by the Company on December 10, 2023.

On October 10, 2007, Hunter Dubai was incorporated as a company with limited liability organized pursuant to the laws of the Emirate of Dubai.

On March 16, 2008, Multiple Dubai was incorporated as a company with limited liability organized pursuant to the laws of the Emirate of Dubai.

On November 21, 2023, Ambitions Dubai acquired 100% of the equity interests in Hunter Dubai and Multiple Dubai from their respective shareholders. Consequently, the Company became the ultimate holding company of all other entities mentioned above.

Initial Public Offering in October 2025

On October 22, 2025, the Company closed its initial public offering of 1,500,000 Class A Ordinary Shares pursuant to a registration statement on Form F-1, as amended (File No. 333-284789). In addition, the Company granted the underwriter, AC Sunshine Securities LLC, a 45-day over-allotment option to purchase up to 225,000 Class A Ordinary Shares (the “Over-Allotment Shares”) at $4.00 per share, which was fully exercised by AC Sunshine Securities LLC on October 21, 2025. The Company received gross proceeds of $6,900,000 in the initial public offering, including the proceeds from the sale of the Over-Allotment Shares, before deducting underwriting discounts and other offering expenses. The Class A Ordinary Shares of the Company commenced trading under the symbol “AHMA” on the Nasdaq Capital Market on October 21, 2025.

Corporate Information

Our registered office is Suite #4-210, Governors Square, 23 Lime Tree Bay Avenue, PO Box 32311, Grand Cayman KY1-1209, Cayman Islands and our principal place of business is 630 Business Village, Block B, Port Saeed Deira, Dubai, UAE. The telephone number of our principal place of office is +97 142282568. Our agent for service of process in the United States is Cogency, the address of which is 22 East 42nd Street, 18th Floor, New York, NY 10168. Our corporate website is http://www.huntertourism.net. The information contained on our website does not constitute part of this annual report. The information contained on our websites is not a part of our annual report.

The SEC maintains a website at www.sec.gov that contains reports, proxy, and information statements, and other information regarding issuers that file electronically with the SEC using its EDGAR system.

For information regarding our principal capital expenditures, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources.”

B. Business Overview

Overview

We, through our subsidiaries in the UAE, operate as a tour operator, travel agency, and provider of event planning and management services. Our subsidiaries primarily provide two lines of services, namely, MICE management, a comprehensive coordination and organization of events, and one-stop tourism, a comprehensive travel product that is designed to provide tourists with all the necessary components of a trip in a single and convenient package, which typically include transportation, accommodations, meals, and guided tours or activities.

“MICE,” an acronym for meetings, incentives, conferences, and exhibitions, represents a specialized sector within the tourism industry focused on organizing and hosting business or academic events. Our subsidiaries assist their clients, mainly companies and industry associations, with the planning, organizing, and execution of various events including annual meetings, product launch conferences, product exhibitions, and staff gatherings in the UAE. They offer comprehensive services encompassing guest invitation, event website development, event applications, advertising, and overall event management and execution.

Our subsidiaries have demonstrated expertise in managing large-scale events. A notable example is the IDA Annual Conference organized in August 2025, which saw a participation of around 7,700 individuals. As of the date of this annual report, our subsidiaries have planned and executed approximately 900 events, each with over 100 participants, and around 50 events with more than 1,000 attendees. Over the years, they have provided MICE management services to over 300 clients.

Due to the essential role of travel arrangements in MICE events and the status of the Middle East region as a favored travel destination, a number of companies often choose countries in the Middle East region, especially the UAE, as their preferred venue for hosting their events. To cater to this need, our subsidiaries offer their clients comprehensive one-stop tourism services. These services include flight ticket bookings, airport pick-up, hotel reservations, restaurant bookings, rental of cars and buses, arranging tickets for tourist attractions, and providing tour guides. With this comprehensive approach, our subsidiaries’ clients are relieved from the hassle of navigating multiple websites for different services, such as flight ticket purchase, hotel bookings, and restaurant reservations, thereby saving time and streamlining the travel planning process. Building on the expertise and experience the Group has developed in the Middle East, the Group has expanded its one-stop tourism services into other countries. As of the date of this annual report, our subsidiaries are able to provide services for travel in the United Kingdom, Germany, Austria, Bulgaria, the Netherlands, the Czech Republic, Switzerland, Italy, Spain, France, Egypt, Mauritius, Morocco, South Africa, the United States, Canada, Japan, South Korea, Singapore, Indonesia, Vietnam, Thailand, Uzbekistan, Qatar, Bahrain, Turkey, the UAE and Oman.

In addition to providing a wide range of tourism services, our subsidiaries also specialize in creating personalized travel plans for each group, such as organizing diverse tour experiences to suit specific interests, whether educational, business, or recreational.

Competitive Strengths

We believe that the following strengths contribute to our success and are the differentiating factors that set us apart from our peers:

A broad range of customers: As of the date of annual report, our subsidiaries have provided event planning and organization services to over 300 clients. These clients represent a broad spectrum of sectors, encompassing consumer goods, technology, finance, education, and legal industries.

Large-scale event planning and organizational capabilities: As of the date of this annual report, our subsidiaries have a specialized team of 15 professionals committed to the MICE management business. Additionally, our subsidiaries work with a wide range of third-party service providers, such as event venue providers, translation providers, electronic equipment providers, event material producers, and advertising companies, to provide various services to the clients, which enables our subsidiaries to deliver a comprehensive array of services to their clients, ensuring the seamless execution of sizable events. Moreover, our subsidiaries create detailed execution plans for each large-scale event. These plans encompass various logistics such as airport pick-up, dining options, hotel accommodations, and recreational activities. As of the date of this annual report, our subsidiaries have planned and executed approximately 900 events with over 100 participants, and approximately 50 events with more than 1,000 attendees. Notably, in August 2025, our subsidiaries organized the IDA Annual Conference with a total of approximately 7,700 participants.

Bespoke travel itinerary planning services: Our subsidiaries specialize in creating personalized travel plans for each group, considering the clients’ specific travel goals, personal preferences, budget constraints, and the unique attributes of their chosen destination. Our subsidiaries’ approach to itinerary planning is detail-oriented, ensuring seamless travel experiences by coordinating airport transfers, carefully selected site visits and activities, curated dining experiences, and comfortable hotel stays.

Diversified selection of services: As of the date of this annual report, our subsidiaries has worked with 435 hotels, such as Hilton, Marriott, Hyatt, and Four Seasons, 213 restaurants, and 36 car rental companies to provide customers with a diverse range of experiences in accommodations, dining, and transportation.

Experienced management team: Our company is supported by an experienced management team, whose expertise spans across management, business administration, and tourism management. For example, our chairman of the board of directors, director, and chief executive officer, Zhengang Tang, who obtained a master’s degree in business administration from Peking University, brings a wealth of corporate management experience, founded our subsidiary, Hunter Dubai, and has been the chief executive officer of the subsidiary since 2006. Jihong Chen, one of our directors, possesses over three decades of experience in the tourism industry, used to serve as the manager of China International Travel Service Limited, a tour operator and travel agency in China, and has been the general manager of Hunter Dubai since 2006. Jibin Wang, the deputy general manager of Hunter Dubai, has academic background in tourism management, used to work in various hotels and has been the deputy general manager of Hunter Dubai since 2011. Mingtao Zhu, boasting over ten years of expertise in tourism and event planning, has been working for Multiple Dubai since 2011 and currently serves as the general manager of Multiple Dubai.

Challenges

Set forth below are the challenges our subsidiaries face in their business operations:

Customer concentration: Although our subsidiaries serve a broad range of customers, our business to some extent depends on a few major customers. For the years ended December 31, 2025 and 2024, no customer accounted for more than 10% of our total revenue. For the year ended December 31, 2023, two customers, CTG MICE Service Company Limited and Shandong Weichai Import and Export Corporation, accounted for more than 10% of the Company’s total revenue, accounting for 20.8% and 11.1% of our total revenue. Dependence on these customers will expose our subsidiaries to the risks of substantial losses. If our subsidiaries fail to maintain relationships with these clients, and if they are unable to find replacement clients on commercially desirable terms or in a timely manner or at all, our business, our financial condition, and results of operations may be materially and adversely affected. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business—High customer concentration exposes our subsidiaries to all of the risks faced by their major customers and may subject them to significant fluctuations or declines in revenue, which may have a material adverse impact on our business, financial condition, and results of operations.”

Risk of misconduct and errors by employees: Executing a large-scale event necessitates a significant number of employees, either from our subsidiaries or from third-party service providers. Consequently, our subsidiaries are exposed to the risk of misconduct and errors by both their own employees and those of third-party business partners they collaborate with. If any of their employees or employees of third-party business partners take, convert, or misuse funds or documents, or fail to follow rules and procedures when interacting with current or prospective clients, our subsidiaries could be liable for damages and subject to regulatory actions and penalties. Our subsidiaries could also be perceived to have facilitated or participated in the illegal misappropriation of funds or documents, or the failure to follow rules and procedures, and therefore be subject to civil or criminal liability. Any of these occurrences could result in the diminished ability to operate our business, potential liability to clients, inability to attract new clients, reputational damage, regulatory intervention, and financial harm, which could negatively impact our business, financial condition, and results of operations. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business—Misconduct and errors by our subsidiaries’ employees and the employees of third parties our subsidiaries work with could harm our business and reputation.”

Seasonality: Our subsidiaries provide travel-related services, primarily in the Middle East, with a focus on Dubai. As such, they experience seasonal fluctuations in their business, particularly from June to August, when the extreme summer weather in Dubai leads to a decline in tourism and reduced demand for outdoor events and activities. Consequently, our revenue during these months is lower than the average of other quarters. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business—The seasonality of the tourism industry in the UAE impacts our operating results.”

Dependence on third-party service providers: To offer customers a diversified selection of services, our subsidiaries must maintain healthy relationships with a variety of third parties. If such third parties increase the prices of their services, fail to provide their services effectively, terminate their services or agreements, or discontinue their relationships with our subsidiaries, our subsidiaries could suffer service interruptions, reduced revenue, or increased costs, any of which may have a material adverse effect on our business, financial condition, and results of operations. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business—Our subsidiaries use third-party services in connection with their business, and any disruption to these services could result in a disruption to their business, negative publicity, and a slowdown in the growth of their customer base, materially and adversely affecting our business, financial condition, and results of operations.”

Reliance on key management and personnel: Our success depends in large part upon our ability to retain, attract, and motivate highly skilled management. The loss of and failure to replace key technical management and personnel could adversely affect multiple development efforts. Due to the intense competition for qualified employees, we may be required to, and have had to, increase the level of compensation paid to existing and new employees, which could materially increase our operating expenses. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business—If we cannot retain, attract, and motivate key personnel, we may be unable to effectively implement our business plan.”

Growth Strategy

We intend to develop our business and strengthen brand loyalty by implementing the following strategies:

Extending our reach into additional regional markets: Our strategy involves expanding into various European countries including Spain, the United Kingdom, France, Italy, and into Oceanian nations such as Australia and New Zealand. We aim to work with hotels, restaurants, and convention centers in these regions, expanding the scope of our subsidiaries’ one-stop tourism and MICE management services into these countries. Moreover, we plan to acquire local travel agencies and establish new subsidiaries in these regions. As of the date of this annual report, we have not identified any potential target companies for such acquisitions.

Expanding our customer reach: We intend to employ three key strategies to expand our customer reach: (i) launching an online booking platform to enhance the visibility of our subsidiaries’ services and acquire a greater number of individual customers; (ii) establishing five to ten travel advisors in each of three regions: Europe, Oceania, and Southeast Asia, tasked with the design, development, promotion, and sale of local travel offerings; (iii) executing an integrated marketing approach, including disseminating promotional images and videos on social networks such as TikTok and Instagram, along with customer incentives like discounts on initial purchases and tiered loyalty programs; and (iv) expanding into short-form series production by creating Arabic-language short dramas with integrated marketing content to enhance the Group’s regional presence and brand influence.

Developing robotic solutions for enhanced tourism experience: We plan to initiate a partnership with technology companies, supported financially by our subsidiaries, to develop tourism robots. The technological expertise and research personnel will be contributed by these technology companies. These robots are intended for use in settings such as airports, hotels, and tourist attractions. In airports and hotels, their services are expected to encompass language translation, navigational assistance, streamlined hotel check-ins, and aid in emergency evacuations. Within tourist destinations, they are projected to offer interactive features like motion demonstrations, voice-based interactions, and intelligent guided tours. Our initial investment in this venture is set at US$300,000. The project is presently in its prototype design phase, and we aim to deploy these tourism robots by the first half of 2027.

Business Model

Our revenue is generated from (i) MICE management service fees; (ii) one-stop tourism service fees; (iii) commissions for transportation ticketing and accommodation reservation services; and (iv) revenue from other travel related services.

For the years ended December 31, 2025, 2024, and 2023, our MICE management services revenue accounted for approximately $17,178,001, $12,377,069, and $12,224,126, representing 84.9%, 66.7%, and 65.6% of our total revenue, respectively.

For the years ended December 31, 2025, 2024, and 2023, our one-stop tourism service revenue accounted for approximately $2,183,915, $5,613,299, and $5,969,006, representing 10.8%, 30.3%, and 32.0% of our total revenue, respectively.

For the years ended December 31, 2025, 2024, and 2023, our revenue from commissions for transportation ticketing and accommodation reservation services accounted for approximately $766,977, $520,982, and $402,821, representing 3.8%, 2.8%, and 2.2% of our total revenue, respectively.

For the years ended December 31, 2025, 2024, and 2023, our revenue from other travel related services accounted for approximately $100,287, $32,097, and $29,422, representing 0.5%, 0.2%, and 0.2% of our total revenue, respectively.

Our Services

Our subsidiaries primarily have two lines of services, namely MICE management services and one-stop tourism services. Whereas the MICE management sector organizes conferences and exhibitions in Dubai, the UAE, the one-stop tourism sector provides travel-related services for event participants and other travelers. These two lines of services are intertwined to stimulate our growth. In addition, our subsidiaries also offer transportation ticketing and accommodation reservation services, which are available to clients who do not engage in our MICE management business or use our one-stop tourism services.

MICE Management

Services

In response to the increasing popularity of Dubai as a prime location for various events, our subsidiaries specialize in providing customized and comprehensive planning and organizing services for a wide range of gatherings.

Our subsidiaries offer following event planning and organizing services:

Moreover, our subsidiaries craft comprehensive plans for each large-scale event, covering all logistical aspects such as airport transfers, dining arrangements, hotel accommodations, and leisure activities. They also dedicate themselves to assembling specialized staff teams for each segment of the event. These teams focus on catering to the specific needs of all attendees, including dietary preferences, organizing personalized birthday gifts for those celebrating during the event, and providing accommodations for pregnant women, infants, seniors, and people with disabilities, ensuring an inclusive and well-coordinated experience for every attendee.

In addition to participating in events, our MICE management business clients often travel around Dubai and its neighboring cities. Consequently, our subsidiaries also offer one-stop tourism services to accommodate these clients’ needs. See “—B. Business Overview—Services—One-stop Tourism.”

Event Types

Our subsidiaries provide assistance to their clients in the planning and organization of a diverse range of events.

Our subsidiaries specialize in planning and organizing corporate events, including annual conferences and training sessions. For instance, they were responsible for the IDA Annual Conference, an event that took place from August 9 to August 12, 2025, attracting approximately 7,700 attendees.

In addition to conferences and training sessions, our subsidiaries help organize product launches and exhibitions for their clients. An example includes managing the Faraday FX Super One Middle East Product Launch Conference on October 28, 2025, an event that drew approximately 300 attendees.

Our subsidiaries also extend their expertise to industry forums, creating platforms for market leaders and academics to engage in idea exchange, analyze current market trends, and explore future prospects. For example, they managed the 2025 Middle East Consumer Electronics Show from November 26 to November 28, 2025, which was attended by approximately 6,000 people.

Moreover, our subsidiaries plan and organize social events such as dinner parties, celebrations, and leisure activities as well. An instance of this was their management of Hong Kong Trust Dubai 10th Anniversary Celebration on December 12, 2025, which welcomed around 250 attendees.

MICE Management Team and Third-Party Service Providers

As of the date of this annual report, our subsidiaries have 15 employees dedicated to the MICE management business, including three managers, two designers, and three event planners. An event typically requires the participation of about three to 15 employees depending on the size of the event.

In addition, our subsidiaries work with third parties to provide services to their clients. Third-party service providers our subsidiaries regularly work with include event venue providers, translation providers, electronic equipment providers, event material producers, and advertising companies. During the fiscal years ended December 31, 2025, 2024, and 2023, our subsidiaries worked with 27, 18, and 13 third-party service providers on 79, 34, and 31 events, respectively.

To ensure that our subsidiaries only work with qualified third-party service providers, management formed a standard process to evaluate these companies and control the quality of their services, which include the following steps:

Selection. Our subsidiaries select the third-party service providers for an event based on quality of products and services, prices, delivery time, customer services, and ability to fulfill contracts. Our subsidiaries request potential service providers interested in an event to submit an application form with copies of business registration certificates.

Inspection. After a third-party service provider begins working with our subsidiaries on an event, our subsidiaries regularly inspect its performance during different stages of the event according to detailed specifications and timeline for products or services in their agreement with the service provider.

Review. Our subsidiaries review the performance of each third-party service provider after an event, and rate them according to quantity and quality of products and services, timeliness, prices, and customer services. Depending on the performance of a service provider, our subsidiaries will increase, decrease, or even terminate their cooperation with it.

Our subsidiaries typically do not enter into long-term supply contracts with these third-party service providers, but only enter into event execution contracts for specific events after they finish the planning and design of the events. Our subsidiaries’ event execution contracts with third-party service providers specify quantity and specifications of products or services, unit price of each product or service, delivery time, and payment date, among other things.

Venues

Our subsidiaries select event venues based on the budget and number of attendees for each event. Below are some venues frequently rented by our subsidiaries.

Our subsidiaries typically do not enter into long-term lease agreements with these hotels, but only enter into lease contracts for specific events. These lease contracts specify the venue name, rental fee, and additional terms tailored to the requirements of each event.

As of the date of this annual report, our subsidiaries have planned and organized approximately 1,100 events, with a total attendance of approximately 200,000 people. For the year ended December 31, 2025, our subsidiaries have planned and organized 79 events, with a total attendance of approximately 37,000 people. For the year ended December 31, 2024, our subsidiaries have planned and organized 34 events, with a total attendance of approximately 40,000 people. For the year ended December 31, 2023, our subsidiaries have planned and organized 22 events, with a total attendance of approximately 30,000 people.

Case Study

From August 9 to August 12, 2025, our subsidiaries managed the 2025 IDA Annual Conference, a major event with approximately 7,700 participants and a budget of US$734,000. Services provided by our subsidiaries included securing the conference venue, equipment setup, recording and photography, and volunteer coordination.

Representative Events

Set forth below are the representative events for the year ended December 31, 2025.

Set forth below are the representative events for the year ended December 31, 2024.

Set forth below are the representative events for the year ended December 31, 2023.

One-stop Tourism

Acknowledging the Middle East’s attraction as a popular destination for tourists, these countries welcome a vast number of travelers. To meet the growing interest in exploring middle eastern destinations, our subsidiaries offer comprehensive tour operations and travel agency services tailored for our clients. Building on the expertise and experience the Group has developed in the Middle East, the Group has expanded its one-stop tourism services into other countries. As of the date of this annual report, our subsidiaries are able to provide services for travel in the United Kingdom, Germany, Austria, Bulgaria, the Netherlands, the Czech Republic, Switzerland, Italy, Spain, France, Egypt, Mauritius, Morocco, South Africa, the United States, Canada, Japan, South Korea, Singapore, Indonesia, Vietnam, Thailand, Uzbekistan, Qatar, Bahrain, Turkey, the UAE and Oman. Our subsidiaries provide a full range of services, including flight ticket bookings, airport pickup, hotel reservations, restaurant arrangements, cars and buses rentals, tickets for tourist attractions, and the provision of tour guides. Notably, our subsidiaries’ flight ticket booking service involves direct procurement of tickets from the International Air Transport Association, ensuring that the clients benefit from competitive pricing. Our subsidiaries can also assist with visa applications, encompassing services such as preparation of application documents, guidance in filling out the application forms, and accompanying applicants to the visa center for the processing of their visas.

In addition to providing a wide range of travel agency services, our subsidiaries also specialize in creating personalized travel plans for each group, considering the clients’ specific travel goals, personal preferences, budget constraints, and the unique attributes of their chosen destination. An example is our subsidiaries’ tailored itinerary for middle school educational tours, encompassing activities such as exploring the Dubai Museum, hands-on learning of sand bottle art in gold and spice souks, visits to Dubai’s educational institutions, and interactive sessions with local students. In a similar vein, for cross-border businessman, our subsidiaries have developed specialized travel routes that include visits to the China Chamber of Commerce in Dubai, offline wholesale markets across Dubai and Saudi Arabia, and vital local companies. Our subsidiaries have also arranged tailored itineraries for groups specializing in cosmetic surgery. These arrangements included visits to the American Academy of Cosmetic Surgery Hospital, where they had the opportunity to meet and converse with local experts in Dubai’s cosmetic surgery field and observe surgeries. For clients enthusiastic about outdoor adventures, our subsidiaries crafted custom tours to Ras Al Khaimah. These tours include activities like rock climbing and zip-lining at Jebel Jais, along with hiking adventures in Wadi Showka.

We generate revenue through the services of assistance in visa applications and airport pickup by charging the clients a service fee. In addition, our subsidiaries work with a variety of service providers, including hotels, restaurants, and transportation rental companies. In these arrangements, service providers extend a negotiated rate to our subsidiaries according to the service agreements. Our subsidiaries, in turn, bill their clients at a marginally higher rate. The fees paid by the clients are used to settle accounts with the service providers. The profit for our subsidiaries arises from the difference between the client’s payment and the contracted rate provided by the service providers.

Transportation Ticketing and Accommodation Reservation

Transportation ticketing and accommodation reservation services are commonly part of our subsidiaries’ MICE management and one-stop tourism offerings. Nevertheless, acknowledging the broader market demand, our subsidiaries also extend these services to clients outside of their MICE business and one-stop tourism clientele.

Our subsidiaries derive revenue by capturing the difference between the amount paid by clients and the contracted rates offered by service providers.

Clients

Clients of MICE Management

Clients of the MICE management service include industry associations and companies in a wide range of industries such as consumer goods, technology, finance, education, and law.

No single client accounted for more than 10% of our total revenue for the years ended December 31, 2025 and 2024. Two clients, CTG MICE Service Company Limited and Shandong Weichai Import and Export Corporation, accounted for 20.8% and 11.1% of our total revenue for the fiscal year ended December 31, 2023.

Our subsidiaries enter into service agreements either directly with our MICE management service clients or the travel agencies engaged by these clients. Although each service agreement is unique, they generally share key components. These include a description of the services to be provided, outlining the scope, nature, and quality expected. Additionally, specific payment terms are detailed, covering aspects such as the payment schedule, amounts, invoicing procedures, and any conditions or milestones that may affect payment.

Clients of One-stop Tourism

Clients of our one-stop tourism service include individuals, companies, and government departments. No client accounted for more than 10% of our annual revenue for years ended December 31, 2025, 2024, and 2023.

Our subsidiaries enter into service agreements with our one-stop tourism service clients. Although each service agreement is unique, typical material terms include description of services and payment terms.

Clients of Transportation Ticketing and Accommodation Reservation

Our subsidiaries offer these services separately to clients who are not part of their MICE business or one-stop tourism customer base. For the years ended December 31, 2025, 2024, and 2023, no single client accounted for more than 10% of our annual revenue.

Suppliers

Suppliers of MICE Management

Our subsidiaries work with numerous hotels for event venue rentals and engage with a variety of third-party service providers to offer diverse services to their clients. See “—B. Business Overview—Services—MICE Management—MICE Management Team and Third-Party Service Providers,” and “—B. Business Overview—Services—MICE Management—Venues.” For the years ended December 31, 2025, 2024, and 2023, no hotel or third-party service provider accounted for more than 10% of our subsidiaries’ overall purchases.

Suppliers of One-stop Tourism

As of the date of this annual report, to provide their one-stop tourism services, our subsidiaries have worked with 435 hotels, including well-known brands like Hilton, Marriott, Hyatt, and Four Seasons. Additionally, our subsidiaries also work with 213 restaurants, 36 car rental companies, and four shops, providing their customers with a broad spectrum of experiences in dining, transportation, and shopping.

We consider our subsidiaries’ major suppliers to be those suppliers that accounted for more than 10% of our subsidiaries’ overall purchases. The International Air Transport Association accounted for 20.2%, 19.8%, and 24.1% of our subsidiaries’ overall purchases for the years ended December 31, 2025, 2024, and 2023.

Our subsidiaries enter into service agreements with their suppliers. Although each service agreement is unique, typical material terms include description of services, and payment terms.

Suppliers of Transportation Ticketing and Accommodation Reservation

The suppliers for this business are part of the supplier network for our one-stop tourism business. See “—B. Business Overview—Suppliers—Suppliers of One-stop Tourism.”

Competition

The tourism and MICE management industry is intensely competitive, subject to rapid change and significantly affected by new service introductions and other market activities of industry participants. Our subsidiaries compete with service providers of tourism and MICE management. Some of these competitors are large, well-capitalized companies with greater market share, resources, and experience than our subsidiaries have. Consequently, they are able to spend more on service development, marketing, sales, and other product initiatives than our subsidiaries can.

Our subsidiaries’ major competitors include Arabian Adventures LLC, Desert Gate Tourism LLC, and ADNEC Services LLC. Our subsidiaries compete with such competitors particularly in the area of one-stop tourism service and MICE management.

Although there can be no assurance that our subsidiaries will be able to continue to compete successfully in the future, we believe that our subsidiaries can compete successfully with these companies by offering services of better quality to numerous customers. This competitive edge is bolstered by our subsidiaries’ broad range of customers, large-scale event planning and organizational capabilities, bespoke travel itinerary planning service, diversified selection of services, and an experienced management team. See “—B. Business Overview—Competitive Strengths.”

Marketing

As of the date of this annual report, our subsidiaries have a five-person marketing team. The marketing team actively employs social media channels, such as TikTok and Instagram, as key platforms for promoting our subsidiaries’ services. This strategy involves posting a variety of content, including photographs and videos, from conferences and exhibitions our subsidiaries have previously orchestrated. Through these posts, our subsidiaries aim to provide a vivid showcase of their expertise in event management, highlighting the quality, creativity, and scale of the events they have successfully delivered. This approach not only demonstrates their capacity for organizing and managing large-scale events but also serves to engage and attract potential clients by visually illustrating the breadth and impact of our subsidiaries’ services.

Seasonality

Our subsidiaries experience a seasonality in their business, especially from June to August, due to the extreme summer weather in Dubai, which leads to a decline in tourism and a reduced demand for outdoor events and activities. Consequently, our revenue during these months falls below the average of other quarters.

Properties

Our subsidiaries lease six properties in both Dubai and Sharjah, UAE. The breakdown of the leased properties is as follows:

Note: (1) The lessees intend to renew the leases for an additional year upon their expiration.

Intellectual Property

As of the date of this annual report, our subsidiaries hold one trademark and two registered domain names.

The registered domain names are (i) HUNTERTOURISM.NET, which is owned by Zhengang Tang, our chairman of the board of directors, director, and chief executive officer, with an expiration date of March 12, 2027, and (ii) ae57.ae, which is owned by Zhengang Tang, with an expiration date of May 14, 2026, and is expected to be renewed upon expiration.

Employees

As of December 31, 2025, December 31, 2024, and December 31, 2023, we had 44, 43, and 39 full-time employees, respectively.

The following table provides a breakdown of our employees by function as of December 31, 2025:

Our subsidiaries’ success depends on their ability to attract, motivate, train, and retain qualified personnel. We believe our subsidiaries offer their employees competitive compensation packages and an environment that encourages self-development and, as a result, have generally been able to attract and retain qualified personnel and maintain a stable core management team.

We believe our subsidiaries maintain a good working relationship with their employees, and our subsidiaries have not experienced any material labor disputes. None of their employees are represented by a labor union. The reduction in our workforce is attributable to outsourcing tasks to business partners and enhancing the versatility of our employees through training, enabling them to handle multiple roles.

Insurance

Hunter Dubai is insured for legal liability concerning accidental bodily injury to any third party, as well as accidental damage to the property of any third party.

Hunter Dubai has purchased medical insurance for its 29 employees.

Multiple Dubai has purchased medical insurance for its 14 employees.

Legal Proceeding

As of the date of this annual report, neither we nor our subsidiaries are a party to any material legal or administrative proceedings. From time to time, our subsidiaries may be subject to various claims and legal actions arising in the ordinary course of business. Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial cost and diversion of our subsidiaries’ resources, including management’s time and attention.

Regulations

We, through our subsidiaries, mainly conduct business in the UAE and are mainly engaged in the travel agency and event planning industry. This section sets forth a summary of the UAE laws, rules, regulations, government and industry policies and requirements that our UAE subsidiaries are subject to. Failure to comply with such laws, rules, regulations, government and industry policies and requirements could result in fines, suspension or expulsion, which could have a material adverse effect upon us.

This summary does not purport to be a complete description of all the laws and regulations that apply to our subsidiaries’ business and operations. Investors should note that the following summary is based on relevant laws and regulations in force as of the date of this annual report, which may be subject to change.

Dubai Rule No. 6/2006 On Licensing Touristic Establishments and Travel Agents (Responsible Government/Regulatory Body: Department of Tourism and Commerce Marketing)

This rule applies to all travel agencies and inbound tour operator service providers in Dubai. The rule defines tourist activities as:

The rule mandates that any establishment conducting tourist activities in Dubai must obtain a relevant license from the Department of Tourism and Commerce Marketing. The rule also specifies the general and special requirements that must be met by any person wishing to obtain a license for any tourist activity.

The general requirements include:

Some of the special requirements for each tourist activity relevant to the Group include:

As of the date of this annual report, our subsidiaries are in compliance with this rule, and we ensure that our subsidiaries meet the mandated standards and licensing requirements.

Decree No. 25 of 2013 On the Electronic System for Licensing Events and Marketing and Distributing Tickets in the Emirate of Dubai (Responsible Government/Regulatory Body: Department of Economy and Tourism Dubai)

This decree concerns the e-Licensing and e-Ticketing system for events in Dubai. The decree mandates that any entity affiliated with the government and is authorized to license or supervise the conduct of events in Dubai, including entities supervising free zones and special development zones, must use the e-Licensing and e-Ticketing system.

The decree defines an event as any event organized in Dubai on a permanent or temporary basis for an entertainment, marketing, sports, arts, cultural, educational, tourist, health, religious, or any other purpose, whether such event takes the form of a conference, festival, exhibition, concert, theatrical or literary event, contest, or any other form regardless of the venue where it is conducted.

The decree mandates that the e-Licensing system must be used to license events and record relevant data and information including the timings, venues, and the associated activities of such events. The e-Ticketing system is used to market event tickets. Entities that regulate, organize or manage events, including by selling or distributing tickets to such events to individuals or regulating the access or admission of individuals to such events are also required to install the necessary e-Ticketing systems and devices for their operation.

The decree also specifies the penalties for violating the provisions of this decree and the resolutions issued in pursuance hereof. As of the date of this annual report, our subsidiaries are in compliance with this decree, subscribe to the e-Licensing and e-Ticketing systems and abide by the requirements set for venues therein.

Dubai Administrative Decision No. 7/2022 on the Adoption of the Guide for the Provision of First Aid Services at Various Workplaces in the Emirate of Dubai (Responsible Government/Regulatory Body: Dubai Municipality)

This law provides details on the requirements of providing first aid services at workplaces in Dubai and approves the Manual for Providing First Aid Services at Workplaces in Dubai, which sets out the standards and procedures for providing first aid services in open or closed public and private workplaces. The manual also outlines the obligations of employers and employees with respect to the first aid standards and procedures adopted by employers.

The manual applies to all workplaces in Dubai, including public and private entities and construction sites.

The manual sets out the following basic requirements for providing first aid services at workplaces:

The manual also sets out the following requirements for the provision of first aid services in specific situations:

As of the date of this annual report, our subsidiaries comply with the first aid requirements for each type of workplace.

The Dubai Economy Commercial Permits Guide (Responsible Government/Regulatory Body: Dubai Department of Economic Development)

The Dubai Economy Commercial Permits Guide outlines the licensing process for various promotional activities in Dubai, including conferences and exhibitions. The guide specifies that a commercial permit is required for organizing promotional activities in Dubai. The permit is issued by the Department of Economic Development (“DED”) and it requires the existence of an active commercial license in Dubai. The permit constitutes permission from the DED to conduct relevant promotional activities and demonstrates that the permit holder has complied with all applicable legal requirements and the requirements of any other government, semi-government, and/or private agency (as applicable) in organizing promotional activities in Dubai.

To obtain a permit for a conference or exhibition, the applicant must submit a request form, a valid commercial license, and an outline of the campaign organizer, which shall include a campaign implementation plan, type and number of awards/prizes, and their respective values. The guide also provides information on the fees for each type of permit and the penalties for violating the regulations.

The guide also requires the service provider to ensure the following:

As of the date of this annual report, our subsidiaries are in compliance with the guidance given in the Dubai Economy Commercial Permits Guide.

Dubai Local Order 11 of 2003 On Public Health and Safety of the Community in the Emirate of Dubai (Responsible Government/Regulatory Body: Dubai Municipality)

This local order concerns the public health and safety of the community in Dubai. Entertainment sites and other places frequented by the public are required to meet all the public health and safety requirements under this local order. The organizers need to ensure the preservation of the community’s health, prevention of diseases, and protection of the mental, physical, and psychological health of individuals and attendees. Such protection of attendees should be ensured by taking all necessary protection measures, including those relating to the maintenance of environmental cleanliness, control of diseases, fighting against epidemics, and control of foodstuff. Our subsidiaries, as occupiers of any places and sites, observe these requirements in a way which ensures their safe operation without endangering the lives or safety of visitors or neighbors.

Federal Decree-Law No. 34/2021 Concerning the Fight Against Rumors and Cybercrime (Responsible Government/Regulatory Body: UAE Ministry of Interior)

This law aims to address the concerns relating to the misuse and abuse of online technologies and addresses the concerns relating to the misuse and abuse of online technologies. It further seeks to protect the UAE’s government websites and databases, combat the spread of rumors and fake news, safeguard against electronic fraud, and maintain privacy and personal rights.

Article 44 of this law states that it is illegal to take photographs of others at any public or private place or prepare, communicate, expose, copy, or keep electronic images thereof without first seeking consent. The law is applicable to both public and private places. The article also prohibits the use of electronic means to capture, store, or distribute images of others without their consent.

Our subsidiaries are in compliance with the applicable cybercrime laws in the UAE and in specific Article 44 of Federal Decree-Law No. 34/2021 Concerning the Fight Against Rumors and Cybercrime.

Regulation of Data Collection and Handling (Responsible Government/Regulatory Body: UAE Data Office)

The Federal Decree-Law No. 45/2021 On the Protection of Personal Data on the Protection of Personal Data (the “UAE Data Protection Law”), which came into force on January 2, 2022, establishes guidelines for the handling of Personal Data (defined in the UAE Data Protection Law as “Any data relating to an identified natural person, or one who can be identified directly or indirectly by way of linking data, using identifiers such as name, voice, picture, identification number, online identifier, geographic location, or one or more special features that express the physical, psychological, economic, cultural or social identity of such person. It also includes sensitive personal data and biometric data.”). Our subsidiaries are subject to data protection and information security requirements as our subsidiaries are responsible for collecting and storing the Personal Data of their employees and customers, including event attendees, such as their contact information and other information which can be used for their identification, including national identification numbers. Failure to comply with the UAE Data Protection Law will result in administrative penalties being imposed by the UAE Data Office or any other applicable regulatory authority, which include but are not limited to fines or other civil penalties. Such penalties may be imposed at the discretion of the UAE Data Office or other regulatory entity.

Under the UAE Data Protection Law, our subsidiaries are required to ensure that any cross-border data transfers must comply with the applicable legal mechanisms and security requirements under the law and the data is kept confidential at all times and is not shared with any third party without consent of the customer or other relevant person. Personal Data shall not be retained for periods longer than those required for the purpose of its processing subject to any limitation periods imposed by any applicable laws.

Furthermore, our subsidiaries are required to comply with certain minimum information security requirements prescribed in the UAE Data Protection Law, such as implementing a board-approved information security policy, encryption of card transaction data whilst sharing data externally, conducting IT training for employees on joining and on an annual basis, implementing any changes to their hardware, software, applications, databases, configuration in accordance with formal change control procedures, and ensuring that audits and testing by external experts are conducted on an annual basis.

Our subsidiaries ensure that any Personal Data collected from their customers in the course of their business is collected and processed consensually and in accordance with all applicable data protection rights of the customers. As of the date of this annual report, our subsidiaries are in compliance with UAE’s data protection regulations.

Regulation of Employment Relationship (Responsible Government/Regulatory Body: Ministry of Human Resources and Emiritisation)

Employer-employee relationships in the UAE are primarily governed by Federal Decree Law No. 33 of 2021, its Executive Regulations (Cabinet Resolution No. 1 of 2022) (as may be amended from time to time), and applicable ministerial orders implementing these provisions (together the “UAE Labor Law”). The UAE Labor Law applies to all employees working in the UAE, regardless of their nationalities. The UAE Labor Law covers a wide range of topics, including employment contracts, working hours, wages and salaries, leave, social security, and termination of employment.

The law also establishes a number of protections for employees, including the right to non-discrimination and the right to a safe and healthy workplace.

The UAE Labor Law is enforced by the Ministry of Human Resources and Emiritisation (“MoHRE”). Employees who believe that their rights have been violated can file a complaint with the MoHRE.

As of the date of this annual report, our subsidiaries are in compliance with the UAE Labor Law. In line with the UAE Labor Law, our subsidiaries staunchly uphold the rights and well-being of their employees. Each of their employers receives a clear, written employment contract detailing their salary, benefits, and working hours. Strictly adhering to the UAE’s standards, our subsidiaries ensure no one exceeds the mandated 8 hours a day and 48 hours a week work limit. Beyond working hours, our subsidiaries value their employees’ well-being, offering 30 days of paid annual leave and 15 days of paid sick leave annually. Integral to the core values of our subsidiaries are their anti-discrimination, fairness, and equality policies which are required under the UAE Labor Law. Our subsidiaries actively enforce these principles, ensuring an inclusive and supportive work environment where every individual is treated with respect and equality in accordance with the UAE Labor Law. In line with UAE’s legal directives, our subsidiaries guarantee end-of-service benefits, showcasing their commitment to both the nation’s laws and their teams’ welfare.

Regulation of Intellectual Properties (Responsible Government/Regulatory Body: Ministry of Economy, Intellectual Property Protection Department)

The UAE’s intellectual property regime is promulgated by a range of laws and regulations (together, the “UAE IP Laws”) including:

The UAE IP Laws are implemented and enforced by the Ministry of Economy, Intellectual Property Protection Department.

As of the date of this annual report, our subsidiaries are in compliance with UAE IP Laws. In compliance with the UAE IP Laws, our subsidiaries have implemented procedures for the registration, management, and protection of their own copyrights, trademarks and trade secrets. Our subsidiaries diligently ensure that their operations never infringe upon or utilize anyone else’s copyrighted material or intellectual property without proper authorization. We ensure that all our subsidiaries’ intellectual property endeavors align with the UAE IP Law.

Foreign Exchange Control (Responsible Government/Regulatory Body: Central Bank of the UAE)

The UAE has no restrictions on foreign exchange. There are no limits on the amount of foreign currency that can be brought into or taken out of the UAE. There are also no restrictions on the conversion of foreign currency into dirhams or vice versa.

However, there are a number of restrictions on the transfer of money to certain countries from and to the UAE. These restrictions are designed to prevent the funding of terrorism and other illegal activities. The Group strictly complies with the anti-money laundering requirements and sanctions lists issued by the Central Bank of the UAE (“CBUAE”), and implements enhanced due diligence measures with respect to high-risk and monitored jurisdictions as defined by the Financial Action Task Force.

The UAE’s foreign exchange control laws are overseen by the CBUAE. The CBUAE is responsible for ensuring the stability of the dirham and for promoting the development of the UAE’s financial system.

As of the date of this annual report, our subsidiaries are in compliance with UAE’s foreign exchange regulations. Recognizing the UAE’s open stance on foreign exchange, our subsidiaries ensure that all their financial transactions adhere to the UAE’s guidelines, promoting the free flow of capital while abiding by the constraints set out by the UAE. Our subsidiaries refrain from engaging in unauthorized transfers to these regions. Furthermore, our subsidiaries will exercise heightened due diligence when dealing with countries designated as high-risk jurisdictions. Every transaction is documented and undergoes internal review to ensure full compliance, thereby preventing any inadvertent support to activities that contradict the values we uphold, and the regulations set forth by the UAE government.

C. Organizational Structure

The following diagram illustrates our corporate structure as of the date of this annual report. For more detail on our corporate history please refer to “—A. History and Development of the Company.”

D. Property, Plants and Equipment

See “—B. Business Overview—Properties.”

Item 4A. UNRESOLVED STAFF COMMENTS

Not applicable.

Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this annual report. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. See “Special Note Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks, and assumptions associated with these statements. Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under “Risk Factors” and elsewhere in this annual report.

Overview

We are a one-stop tourism and management solutions service provider for MICE in the UAE. We, through our subsidiaries provide comprehensive services and customized solutions for tourism and MICE travel customers, including event planning, ticketing, visa application, ground services, accommodation and dining arrangements, event reception and execution. We collaborate with numerous experienced travel agencies, hotels, airlines, and other relevant service providers to ensure providing personalized service with high quality.

For the years ended December 31, 2025, 2024, and 2023, our revenue was approximately $20.2 million, $18.5 million, and $18.6 million, respectively.

Key Factors Affecting Our Results of Operations

Our results of operations have been, and are expected to continue to be, affected by various factors, which primarily include the following:

General Factors Affecting Our Results of Operations

Special Factors Affecting Our Results of Operation

While our business is influenced by general factors affecting our industry, our operating results are more directly affected by company-specific factors, including the following key factors:

Key Components of Our Results of Operations

Revenue

We generate our revenue primarily by providing (i) MICE management solution services, (ii) packaged tours services, (iii) services for transportation ticketing and accommodation reservation, and (iv) other travel-related services. Revenue is recognized when control of the promised services in an arrangement is transferred to the customers in an amount that reflects the expected consideration in exchange for those services. The following table presents a breakdown of the Group’s revenue, including amounts (in thousands) and corresponding percentages of total revenue, for the years presented:

MICE management solution services revenue.

We generate revenue from providing MICE management solution services to corporate customers for their business purpose tourism. Our services cover all aspects of the work including event planning, venue selection, event promotion, event execution, event management, and post-event evaluation. MICE management solution services revenue is recognized on a gross basis at a point in time when the service is completed.

For the years ended December 31, 2025, 2024, and 2023, our MICE management solution services revenue accounted for approximately $17.2 million, $12.4 million, and $12.2 million, representing 84.9%, 66.7%, and 65.6% of our total revenue, respectively.

Packaged tours services revenue.

We, through our subsidiaries, also operate our self-operated local tour operator business in various destinations by directly providing destination-based services to the organized tour customers, starting from their arrival at the destination and all the way until they depart from the destination. As a self-operated local tour operator, our subsidiaries integrate the underlying resources such as transportations, accommodations, entertainments, meals, and tour guide services from selected suppliers, directs the selected vendors to provide services on our subsidiaries’ behalf, and hence sets up the price for the tour.

For the years ended December 31, 2025, 2024, and 2023, packaged tours service revenue accounted for approximately $2.2 million, $5.6 million, and $6.0 million, representing 10.8%, 30.3%, and 32.0% of our total revenue, respectively.

Commission revenue for transportation ticketing and accommodation reservation services.

We receive commissions from travel suppliers for ticketing reservations, hotel room reservations, and other related services through the Group’s transaction under various services agreements. We are not entitled to commission fees for tickets or hotel rooms canceled by end users. We present revenue from such transactions on a net basis as we generally do not control the service provided by the travel supplier to the end user and do not assume inventory risk for canceled ticketing and hotel room reservations.

For the years ended December 31, 2025 2024, and 2023, commission revenue for transportation ticketing and accommodation reservation services accounted for approximately $0.8 million, $0.5 million, and $0.4 million, representing 3.8%, 2.8%, and 2.2% of our total revenue, respectively.

Other Revenue.

Other revenue primarily comprises revenue generated from service fees received from insurance companies and commission fees from other travel-related products and services, such as tourist attraction tickets and visa application services.

Costs of Revenue

Cost of revenue mainly consists of salaries and other compensation expenses related to our tour advisors, customer services representatives, and other personnel related to MICE management solution services and packaged tours transactions, and other expenses directly attributable to our subsidiaries’ principal business operations, primarily including cost of merchandises, payment processing fees, telecommunication expenses, rental expenses, depreciation expenses, and other service fees. For the arrangements where our subsidiaries secure availabilities of tours and bears substantive inventory risks and for the self-operated local tour operator business, from which revenue is recognized on a gross basis, cost of revenue also includes the amount paid to tour operators or suppliers. The following table sets forth a breakdown of our cost of revenue, in absolute amounts and percentages of our total revenue for the years presented:

Operating expenses

Our operating expenses consist of selling and marketing expenses and general and administrative expenses. The following table sets forth our operating expenses, both in absolute amounts and as percentages of our total revenue for the years presented:

Selling and marketing expenses

Our selling and marketing expenses primarily consist of (i) compensation to sales personnel, including the salaries, performance-based bonus, and other benefits; (ii) service fee related to the sales and marketing function; and (iii) other expenses in relation to the selling and marketing activities.

Selling expenses as a percentage of revenue remained relatively stable during the three-year period, representing approximately 7.7%, 8.0%, and 6.3% for the years ended December 31, 2025, 2024, and 2023. The stability is attributable to the Group’s consistent investment in selling activities.

General and administrative expenses

Our general and administrative expenses primarily consist of (i) compensation for our management and administrative personnel; (ii) professional service expense; (iii) depreciation and amortization; and (iv) transportation, insurance, and other expenses in relation to the general and administrative activities.

Our general and administrative expenses as a percentage of revenue remained stable over the past two years, at 10.8% for the year ended December 31, 2025, compared to approximately 10.1% for the year ended December 31, 2024. The percentage was 5.0% for the year ended December 31, 2023, due to the Company’s increase in its salaries and benefits expenditure.

Taxation

Cayman Islands

We are incorporated in the Cayman Islands. The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution, brought within the jurisdiction of the Cayman Islands. The Cayman Islands is not party to any double tax treaties that are applicable to any payments made to or by our company. There are no exchange control regulations or currency restrictions in the Cayman Islands.

Payments of dividends and capital in respect of the shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of the Shares, nor will gains derived from the disposal of the shares be subject to Cayman Islands income or corporation tax.

The United Arab Emirates

Under the current laws of the UAE, our subsidiaries incorporated in Dubai are not subject to tax on income or capital gain. Additionally, the UAE does not impose a withholding tax on payments of dividends to shareholders.

Incoming Federal Corporate Tax

According to the Corporate Tax Law of the UAE, federal corporate tax is implemented for financial periods starting on or after June 1, 2023. A tax rate of 9% on taxable income in excess of AED375,000 (US$102,110) is applicable to (i) legal persons incorporated or managed and controlled in the UAE; (ii) natural persons that conduct business in the UAE; and (iii) foreign businesses that have a permanent establishment in the UAE. Special rules govern qualifying free zone entities, pursuant to which such entities will be subject to 0% tax on their qualifying income. A different, higher, tax rate is expected to apply to certain entities that are part of large multinational groups with global consolidated revenue in excess of 750 million Euro (approximately AED3.15 billion (US$0.86 billion); however, such rate has not yet been specified. Certain categories of UAE-sourced income generated by foreign businesses without a permanent establishment in the UAE will be subject to withholding tax at the rate of 0%. It is currently unclear how capital gains derived by foreign businesses from the sale of shares of entities resident in the UAE would be taxed.

Uncertain tax positions

The Group did not accrue any liabilities, interest, or penalties related to uncertain tax positions in its provision for income taxes line of its consolidated statements of income for the years ended December 31, 2025 and 2024, respectively. The Group does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, the reported amounts of revenue and expenses during the reporting periods and the related disclosures in the consolidated financial statements and accompanying footnotes. Out of our significant accounting policies, which are described in Note 2 of our consolidated financial statements included elsewhere in this annual report, certain accounting policies are deemed “critical,” as they require management’s highest degree of judgment, estimates, and assumptions. While management believes its judgments, estimates, and assumptions are reasonable, they are based on information presently available and actual results may differ significantly from those estimates under different assumptions and conditions.

Impairment of Right-of-use Assets and Other Long-lived Assets

We review our right-of-use assets, or ROU assets, and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. Factors we consider to be important which could trigger an impairment review primarily include:

When these events occur, we measure impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposal. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, we would recognize an impairment loss based on the excess of the carrying value over the fair value of the assets. Fair value is generally determined by discounting the cash flows expected to be generated by the assets, when the market prices are not readily available. As of December 31, 2025 and 2024, there were approximately $0.05 million and $0.05 million of impairment of long-lived assets recognized.

Revenue recognition

Under Accounting Standard Codification (“ASC”) 606, Revenue from Contracts with Customers, we recognize revenue when a customer obtains control of promised goods or services and recognizes in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. We recognize revenue according to the following five-step revenue recognition criteria based on ASC 606: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price; and (5) recognize revenue when or as the entity satisfies a performance obligation.

We generate revenue by providing (i) MICE management solution services, (ii) packaged tours services, (iii) services for transportation ticketing and accommodation reservation, and (iv) other travel-related services. Revenue is recognized when control of the promised services in an arrangement is transferred to the customers in an amount that reflects the expected consideration in exchange for those services.

MICE management solution services revenue

We generate revenue from providing MICE management solution services to corporate customers for their business purpose tourism. We act as the principal and our performance obligation is to provide planning, organization, management, and related services for MICE customers. Our services include all aspects of the work from event planning, venue selection, event promotion, event execution, event management, and post-event evaluation. Each contract of MICE management solution services contains a single performance obligation to provide MICE management solution services which is satisfied at the point when the meetings, conferences, and exhibitions are hosted successfully. However, customers are not able to benefit from any of these services alone as the Group determines pricing for the entire MICE services as a whole without any variable considerations. We determine pricing for each contract separately without any variable considerations. MICE management solution services revenue is recognized on a gross basis at a point in time when the service is completed.

Packaged tours services revenue

We, through our subsidiary, Hunter Dubai, also operate our self-operated local tour operator business in various destinations by directly providing destination-based services to the organized tour customers, starting from their arrival at the destination and all the way until they depart from the destination. As a self-operated local tour operator, Hunter Dubai integrates the underlying resources such as transportations, accommodations, entertainments, meals, and tour guide services from selected suppliers, directs the selected vendors to provide services on its behalf, and hence sets up the price for the tour. Hunter Dubai is also primarily responsible for fulfilling the promise of the whole packaged tours service, which is a single performance obligation. However, customers are not able to benefit from any of these services alone as the Group determines pricing for the entire packaged tour services as a whole without any variable considerations. Accordingly, we, through Hunter Dubai, act as a principal for the self-operated local tour operator business and recognize revenue on a gross basis in accordance with ASC 606.

Commission revenue for air ticketing and hotel reservation

Transportation ticketing services

We receive commissions from travel suppliers for ticketing reservations and other related services through our transaction under various services agreements. Commissions from ticketing reservation services are recognized when tickets are issued, as this is when our performance obligation is satisfied. We are not entitled to a commission fee for the tickets canceled by the end users. Losses incurred from cancelations are immaterial due to a historical low cancelation rate and minimal administrative costs incurred in processing cancelations. We present revenue from such transactions on a net basis as we, generally, do not control the service provided by the travel supplier to the end user and do not assume inventory risk for canceled ticketing reservations.

Accommodation reservation services

We receive commissions from travel suppliers for hotel room reservations through our transactions. Commissions from hotel reservation services rendered are recognized when the reservation becomes non-cancelable (when the cancelation period provided by the reservation expires) which is the point at which we have fulfilled our performance obligation (successfully booking a reservation, which includes certain post-booking services during the cancelation period). Contracts with certain travel suppliers contain incentive commissions typically subject to achieving specific performance targets. The incentive commissions are considered as variable consideration and are estimated and recognized to the extent that we are entitled to such incentive commissions. We generally receive incentive commissions from monthly arrangements with hotels based on the number of hotel room reservations where end users have completed their stay. We present revenue from such transactions on a net basis as we, generally, do not control the service provided by the travel supplier to the end user and do not assume inventory risk for canceled hotel reservations.

Other revenue

Other revenue primarily comprises revenue generated from service fees received from insurance companies and commission fees from other travel-related products and services, such as tourist attraction tickets and visa application services.

Contract balances

When either party to a contract has performed, we would present the contract in the consolidated balance sheets as a contract asset or a contract liability, depending on the relationship between our performance and the customer’s payment.

A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If we perform by transferring goods or services to a customer before the customer pays consideration or before a payment is due, a contract asset is recognized for the earned consideration that is conditional. Contract assets are subject to impairment assessment.

A contract liability is recognized when a payment is received or a payment is due (whichever is earlier) from a customer before the Group transfers the related services. Contract liabilities are recognized as revenue when the Group performs under the contract. During the years ended December 31, 2025 and 2024, the Group recognized revenue of $303,673 and $142,309, respectively, which was initially recorded as contract liabilities and presented as “Advance from customers” on the consolidated balance sheets at the beginning of each period. As of December 31, 2025 and 2024, contract liabilities amounted to $663,369 and $303,673, respectively. Subsequently, the Group recognized revenue of $663,369 which was initially recorded as contract liabilities as of December 31, 2025.

Results of Operations